• 411, u.s.omennese or rreamermico Federal aviation adminesustion ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number N727KG Aircraft Make and Model RAYTHEON AIRCRAFT COMPANY 400A Present Registration Number N787TA Serial Number RK-260 Rive Date: Ian 25, 2013 ICAO AIRCRAFT ADDRESS CODE FOR N727KG - 52337165 MWB CORPORATE SERVICES LLC 48 PATTON AVE ASHEVILLE NC 28801.3321 hililliikliilill iiiIIiiillinliliiilllikiliniiiift This is yew authority to change the Unitcd Suites registration number on the above described aircraft to the special registration number whoa Carry duplicate of this fcem in the aircraft together with the old registration certificate as Inc authority to operate the sin-raft pending receipt of revised certificate of registration. OM= a revised certificate of airt from your near- est Flight Standards District Office. The kens FAA Form 8130-6. Applicators For Airworthiness on file b dated: The airworthiness dasiltkadoo and category: NONE INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within S days after the special registration number is placed on the aircraft. A revised certificate will that be issued. The authority to we the special number expires: Jan 25, 2014 CERTIFICATION: I catify that the special registration mamba was placed on the aircraft decibel above ow e cseigiposik. 5,georGe-S, 44 C-- Signature o(t:Nair 62.4.- • - - - / • RETURN FORM TO: Civil Aviation Registry, AFS-750 P.O. Box 25504 Oklahoma City, Oklahoma 73125-0504 .." Title of Owner AM A, el Dew Flared an Ainsail: e2 - 1 - l ) AC FORM 1105•44 (VMS) Septede Preview ammo Return Certificate of Registration to R iltsinotir u@.) Return Certificate of Registration to 11 °ADIOS SDNY_GM_02758510 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Accepted MO Fob/11/2013 EFTA 00245432 EFTA01329895
VV40111/1)10 A110 VY1011VtA0 6S TT WY i 833 £lOZ aB NOLLYIGIS1532 13V V321111/ VIA HilM 03113 SDNY_GM_02758511 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245433 EFTA01329896
A < AcTionAn > Insured Aircraft Title Service, Inc. T S Y.O. Box 19527 Oklahoma City. Ok 73144 Oklahoma City. Ok 73179 4848 SW 38th Steal wowinsurociaircttdi corn FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Date: January II, 2013 Dear Sir/Madam: Please Reserve N in NAME ONLY for: (405) 681.6663 (800) 654.4882 FAX (405) 681-9299 Please Reserve N 727KG* N# Change Request and assign for the following aircraft: N 787TH Make Raytheon Aircraft co Model 400A Serial N RK260 Which is (1) being purchased by XX (2) registered to MWB Corporate Services. LLC Payment of the required $10.00 fee per number to reserve/assign is attached. If the preferred N number is not available, please contact the undersigned for a selection of a new number. Please send the confirmation of reservation/8050-64 form to Insured Aircraft Title Service, Inc. in the Public Documents room of the FM. Additional Information: • See attached relinquishment Requested by: 42 1;C. 1211114/ Angie Risley 130111107247 $20.00 01/11/2013 SDNY_GM_02758512 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Accoplod MC) I- obit 1 /2013 EFTA_00245434 EFTA01329897
Alotfkiet 7NO . Os or uu II " r X0 tie ool MP all? "-(Slon VV.1 si Id Vi HEM 037ti SDNY_Mil_02758513 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245435 EFTA01329898
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL. AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION RECORDEDCONVEYANCE. FILED IN: \NUM: ?RITA SERIAL NUM: RE-260 MODEL: 4 RAYTHEON AIRCRAFT COMPANY (0A AIR CARRIER: This form is to be used in cases where a conve)ance cones scvaal aircraft and engines, propellers, or locations. File original of this form with the recorded COMMIDCC and a copy in each aircraft folder involved. TYPE OF CONVEYANCE AIRCRAFT MORTGAGE AND SECURITY AGREEMENT DATE EXECUTED DEC 27. 2012 FROM MWB CORPORATE SERVICES LLC DOCUMENT NO. 50008967 TO OR ASSIGNED TO WELLS FARGO EQUIPMENT FINANCE INC DATE RECORDED JAN I I. 2013 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: Total Spare Paris: N787TA WMINT F144-3AP 252745 WMINT FJ44-3AP 252746 UPS-750-23R (O 09) SDNY_GM_02758514 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245436 EFTA01329899
SDNY_GM_02758515 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245437 EFTA01329900
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT a`a between MWB CORPORATE SERVICES, LLC and WELLS FARGO EQUIPMENT FINANCE, INC. dated as of December 27, 2012 Aircraft: Raytheon Aircraft Company Model 400A (described on the International Registry drop-down menu as RAYTHEON AIRCRAFT COMPANY model 400A), Serial Number: RK-260, U.S. Registration Number: N787TA Engines: Williams International Company LLC Model FJ44.3AP (described on the International Registry drop•down menu as WILLIAMS INTERNATIONAL CO LLC model FJ44-3All, Serial Numbers: 252745 and 252746 each of which exceeds the equivalent of 550 rated takeoff horsepower or is capable of generating 1,750 or more pounds of thrust coi3A +6 be_ Ovule -o 123621550383 115.00 12(2712012 A SDNY_GM_02758516 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245438 EFTA01329901
VPIOUV1:10 AI:0 VIIONV1)/0 Oh C bid le 030 2IO2. SDNY_GM_0275&517 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245439 EFTA01329902
TABLE OF CONTENTS PARTIES RECITALS GRANTING CLAUSES ARTICLE I - DEFINITIONS 3 1.1 Defined Terms 3 ARTICLE II — REPRESENTATIONS AND WARRANTIES 2.1 Ownership; Priority Lien; No Violation 5 2.2 Insurer's Certificate 6 ARTICLE III — COVENANTS OF MORTGAGOR 6 3.1 Registration, Maintenance and Operation of Aircraft and Engines 6 3.2 Alterations, Modifications and Additions 3.3 Event of Loss 9 3.4 Insurance 10 3.5 Location of Aircraft 3.6 Application of Insurance Proceeds 3.7 Liens on Mortgaged Property; Taxes 12 3.8 Further Assurances 13 3.9 Recording and Filing 13 3.10 Suits to Protect the Mortgaged Property 14 3.11 Inspection 14 ARTICLE IV — DEFAULT AND REMEDIES 14 4.1 Events of Default 14 4.2 Rights Against Mortgaged Property 15 4.3 Relief Pending Final Determination 17 4.4 Provisions Regarding Sale 17 4.5 Application of Monies Received by Lender 18 4.6 Waiver of Defaults 19 ARTICLE V — SATISFACTION AND DISCHARGE 19 5.1 Discharge 19 ARTICLE VI — MISCELLANEOUS 19 6.1 Severability 19 6.2 Counterparts 20 6.3 Amendments 20 6.4 Indemnification by Mortgagor; Expenses 20 6.5 Acknowledgement of Receipt of Copy of Mortgage 20 6.6 Assignment 21 6.7 Notice 21 6.8 Applicable Law 21 SDNYGN1_02758518 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245440 EFTA01329903
SDNY_GM_02758519 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245441 EFTA01329904
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT THIS AIRCRAFT MORTGAGE AND SECURITY AGREEMENT ("Mortgage") dated as of the 27th day of December, 2012, between MWB CORPORATE SERVICES, LLC, a limited liability company formed under the laws of the State of North Carolina having its headquarters at 48 Patton Avenue, Asheville, North Carolina 28801 ("Mortgagor"), and WELLS FARGO EQUIPMENT FINANCE, INC., a corporation organized under the laws of the State of Minnesota, having its headquarters at 733 Marquette Avenue, Suite 700, MAC N9306-070, Minneapolis, Minnesota 55402 ("Lender"). WITNESSETH: WHEREAS, Mortgagor has entered into a Term Loan Agreement with Lender dated as of December 27, 2012 (the "Agreement"); and WHEREAS, Lender and Mortgagor wish that the payment of all amounts due under said Agreement and the Note (as defined below) be secured by a security interest and an international interest as herein provided; NOW, THEREFORE, the parties hereto agree and declare as follows: For and in consideration of the premises hereof and to secure (i) the performance of all Secured Obligations (as defined below), and (ii) payment of all amounts due under the Agreement, including the Note taken in conjunction therewith, Mortgagor does hereby consent to the creation of an international interest under the Cape Town Treaty (as defined below) and does hereby mortgage, hypothecate, pledge, confirm and grant a security interest in, lien upon and right of set-off against, the property described in Granting Clauses I through IV. inclusive. whether now owned or hereafter acquired (which property, including all property hereafter specifically subjected to this Mortgage and any other agreement supplemental hereto, is referred to herein as the "Mortgaged Property"), forever with the power granted, to Lender, its successors and assigns to dispose of the Mortgaged Property: GRANTING CLAUSE I All right, title and interest of Mortgagor in and to the Aircraft, the Parts, the Engines (all as defined below) and their components and attachments, and all manuals and log books and other documentation relating thereto, it being the intent that separate rights shall attach to the Airframe separate and apart from the Engines for purposes of the Cape Town Treaty. Ins I hereby certify this Is s true d exact o ori rtdd:‘" isle Service, SDNY_GM_02758520 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245442 EFTA01329905
SDNY_GM_02758521 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245443 EFTA01329906
GRANTING CLAUSE II All proceeds of insurance from any loss of, or damage to, any properties mentioned or referred to in Granting Clause I and any other proceeds of any kind resulting from any Event of Loss (as defined below) with respect thereto. GRANTING CLAUSE III All estate, right, title, interest and claims whatsoever, at law, as well as in equity, which Mortgagor has or possesses on the date of this Mortgage or to which Mortgagor may hereafter become legally or equitably entitled, from, in or to the properties described in Granting Clauses I and II, inclusive, including, without limitation, the Associated Rights (as defined below), the right to receive any rent from the lease of the Aircraft or any charter or management fees derived from the use of the Aircraft, all engine and airframe maintenance programs, together with all accounts receivable, general intangibles, proceeds and chattel paper evidencing any of the foregoing. GRANTING CLAUSE IV All right, title and interest of Mortgagor in any engine, auxiliary power unit and/or airframe maintenance program contracts with respect to the Aircraft, auxiliary power unit, and the Engines, including any reserve account (or other trust account) required thereunder. TO HAVE AND TO HOLD, the Mortgaged Property under and subject to the terms and conditions set forth herein, for the benefit and security of all Secured Obligations and of all and singular the present and future holders thereof and to secure the payment and performance of the Secured Obligations, ratably and without any preference, distinction or priority as to lien or otherwise of any such Secured Obligations over any other Secured Obligation by reason of the difference in time of the actual making, issue, delivery, incurrence or sale of the respective Secured Obligations or for any other reason whatsoever, except as herein otherwise expressly provided or referred to, and so that each and every Secured Obligation, whether outstanding on the date of this Mortgage or hereafter issued and delivered or incurred shall have the same lien and security, and so that each and every such Secured Obligation shall be equally and proportionately secured hereby as if it had been made, issued, delivered and incurred simultaneously with the execution and delivery of this Mortgage. PROVIDED, HOWEVER, and these presents arc upon the condition that, unless and until an Event of Default has occurred and is continuing, neither Lender nor its successors or assigns shall disturb Mortgagor's possession and use of the Aircraft, Engines, Pans or other 2107340 2 SDNY_GM_02758522 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245444 EFTA01329907
SDNY_GM_02758523 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245445 EFTA01329908
property constituting all or part of the Mortgaged Property, subject to the further covenants, conditions, uses and trusts, and except as specifically set forth herein; and IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto that the Mortgaged Property is to be held and applied on the further covenants, conditions, uses and trusts set forth herein: ARTICLE I - DEFINITIONS 1.1 Defined Terms. As used in this Mortgage, except as otherwise indicated herein, the following terms shall have the meanings set forth below or in the location indicated: (a) "Agreement" shall mean the Term Loan Agreement dated as of December 27, 2012, between Mortgagor and Lender. (b) "Aircraft" shall mean the Raytheon Aircraft Company model 400A aircraft (described on the International Registry drop-down menu as RAYTHEON AIRCRAFT COMPANY model 400A), bearing manufacturer's serial number RK-260, and United States Registration number N787TA, together with all Engines and all Pans. (c) "Airframe" shall mean (i) the Aircraft, not including the Engines or any APU, it being the intent that separate rights shall attach to the Airframe separate and apart from the Engines for purposes of the Cape Town Treaty, and (ii) any and all Pans from time to time incorporated in, installed on or attached to the Aircraft and any and all Parts removed therefrom so long as Lender shall retain an interest therein in accordance with the applicable terms of this Mortgage after removal from the Aircraft. (d) "Associated Rights" means all rights to payment or other performance by Mortgagor under an agreement which is secured by or associated with the Aircraft. (e) "Cape Town Treaty" shall have the meaning provided in 49 U.S.C. §44113(1). (1) "Engine(s)" shall mean those certain two (2) Williams International Company LLC model FJ44-3AP aircraft engines (described on the International Registry drop- down menu as WILLIAMS INTERNATIONAL CO LLC model FJ44.3AP), bearing manufacturer's serial numbers 252745 and 252746, which engines have 550 or more rated takeoff horsepower or are capable of generating 1,750 or more pounds of thrust or the equivalent thereof, and any replacement Engine purchased in accordance with Paragraph 3.3(b) of this Mortgage. (g) "Event of Default" shall have the meaning given to it pursuant to Paragraph 4.1 of this Mortgage. (h) "Event of Loss" with respect to the Aircraft or any Engine shall mean any of the following events: 2107340 3 SDNY_GM_02758524 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245446 EFTA01329909
SDNY_GM_027513525 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245447 EFTA01329910
(i) loss of the Aircraft or any Engine or the use thereof due to destruction, damage beyond repair or rendition of such Aircraft or Engine permanently unfit for normal use for any reason whatsoever; (ii) any damage to the Aircraft or Engine (including those requiring the completion of an FAA Form 337, "Major Repair And Alteration Statement") which results in an insurance settlement with respect to such Aircraft or Engine on the basis of total loss; (iii) the theft, disappearance, condemnation, confiscation, attachment, sequestration, distraint or seizure of, or requisition of title to or use or possession of, such Aircraft or Engine for a period of ninety (90) consecutive days; or (iv) the operation or location of the Aircraft, while under condemnation, confiscation, seizure, requisition or otherwise in any area excluded from coverage by any insurance policy in effect with respect to the Aircraft required by the provisions of this Mortgage or of the Agreement. (i) "FAA" shall mean the United States Federal Aviation Administration, or the agency or official of the United States of America at the time administering the functions of the Federal Aviation Administration with respect to the regulation of aircraft. (j) "Federal Aviation Act" shall mean Subtitle VII of Title 49 of the United States Code, as amended from time to time, or any similar legislation of the United States enacted to supersede, amend or supplement such Act. (k) "IDERA" shall mean an Irrevocable De•Registration and Export Request Authorization substantially in the form of Annex I hereto. (I) "Insurance Certificate" shall mean a certificate of a Qualified Insurance Broker. (m) "International Registry" shall mean the international registry established under the Cape Town Treaty. (n) "International Registry Procedures" shall mean the official English language text of the Procedures for the International Registry issued by the supervisory authority thereof pursuant to the Cape Town Treaty. (o) "International Registry Regulations" shall mean the official English language text of the Regulations of the International Registry issued by the supervisory authority thereof pursuant to the Cape Town Treaty. (p) "Liens" shall mean all liens, charges, security interests, national interests, prospective international interests, international interests, leaseholds and encumbrances of every 2107110 4 SDNY_GM_02758526 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245448 EFTA01329911
SDNY_GM_02758527 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245449 EFTA01329912
nature and description whatever, whether consensual or nonconsensual, including, without limitation, any rights of third parties under third party agreements and irrevocable de-registration and export request authorizations. (q) "Mortgage" shall mean this Aircraft Mortgage and Security Agreement, as it from time to time may be supplemented or amended by any other supplements or amendments executed by and between Mortgagor and Lender. (r) "Mortgaged Property" shall have the meaning specified in the paragraph of introduction immediately preceding the Granting Clauses of this Mortgage. (s) "Note" shall mean the "Note" as defined in the Agreement. (t) "Parts" shall mean all appliances, parts, instruments, avionics (including, without limitation, radio, radar, navigation systems or other electronic equipment), appurtenances, accessories, furnishings, auxiliary power units, if any, and other equipment of whatever nature (but excluding complete Engine), so long as the same shall be (i) incorporated or installed in or attached to the Aircraft or any Engine, at any time, or (ii) otherwise subject to this Mortgage. (u) "Person" shall mean an individual, a corporation, a limited liability company, a partnership, an unincorporated organization, an association, a joint-stock company, a joint venture, a trust, an estate or a government or any agency or political subdivision thereof. (v) "Qualified Insurance Broker" shall mean an aircraft insurance broker, designated by Mortgagor and satisfactory to Lender. (w) "Re-registration POA" shall have the meaning specified in Section 3.1(a). (x) "Secured Obligations" shall mean all obligations of Mortgagor under the Agreement and the Note and any instrument or agreement in respect of any swap, derivative, foreign exchange, hedge or other similar transaction and all confirmations executed thereunder in respect of any transaction that is entered into between Mortgagor and Lender or any affiliate of Lender, and all obligations of Mortgagor under this Mortgage and all future obligations under any loan agreements, promissory notes and other obligations of Mortgagor to Lender arising from the Agreement. Capitalized terms not otherwise defined in this Mortgage shall have the meanings set forth in the Agreement. ARTICLE II - REPRESENTATIONS AND WARRANTIES 2.1 Ownership; Priority Lien: No Violation. Mortgagor represents and warrants that on the date of execution of the Note and this Mortgage and for as long as the Note and this Mortgage shall remain in full force and effect: 2107340 5 SON YGN1_02 758528 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFFA_00245450 EFTA01329913
SDNY_GM_02758529 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245451 EFTA01329914
(a) The Aircraft and Engines then being subjected to this Mortgage are free and clear of all Liens, except the lien of this Mortgage and the IDERA, and for the purposes of this Mortgage, Mortgagor shall be deemed to be the legal title holder of the Aircraft and Engines; (b) This Mortgage has been duly executed and delivered by Mortgagor. This Mortgage is enforceable in accordance with its terms against Mortgagor and third parties subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws affecting creditors' rights generally and to general equity principles; and (c) Neither the execution and delivery by Mortgagor of this Mortgage nor compliance by Mortgagor with any of the terms and provisions of this Mortgage will, in any way, conflict with, result in any breach of, or constitute a default under, or result in the creation of any lien (other than the lien permitted under this Mortgage) upon any property of Mortgagor under: any statute, rule or regulation of the United States of America; (ii) any treaties, conventions or international regulations, including, without limitation, the Cape Town Treaty, the International Registry Regulations and the International Registry Procedures; (iii) any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan, credit agreement or other agreement or instrument to which Mortgagor is a party or by which it or any of its properties may be bound or affected; or (iv) any order, writ, injunction, decree, judgment, award, determination, direction or demand of any federal, state, municipal or other governmental department, court, commission, board, bureau, agency or instrumentality, domestic or foreign, which is binding on Mortgagor. 2.2 jnsurer's Certificate. Mortgagor shall deliver to Lender an Insurer's Certificate as to the due compliance with the insurance provisions of Paragraph 3.4 hereof. ARTICLE III - COVENANTS OF MORTGAGOR 3.1 Registration, Maintenance and Operation of Aircraft and Engines. (a) Registration and IDERA. (i) At or prior to the Closing Date (as defined in the Agreement), at its own cost and expense, and at all times during the term of this Mortgage, Mortgagor shall (A) cause the Aircraft to be duly registered in the name of Mortgagor in accordance with the Federal Aviation Act, and the Aircraft shall not be registered under the laws of any other country without the prior written consent of Lender; (B) cause this Mortgage to be registered as an international interest on the 'International Registry; and (C) remain 2107340 6 SDNY_GM_02758530 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245452 EFTA01329915
SDNY_GM_02758531 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245453 EFTA01329916
registered as a transacting user entity with the International Registry. In furtherance thereof, Mortgagor shall consent, through its professional user entity, to international registration upon issuance of the request for consent by the International Registry. •At least ninety (90) days prior to the date that any registration of the Aircraft shall expire. Mortgagor shall, at its expense, furnish (or cause to be furnished) to Lender a new or renewed (as the case may be) certificate of registration for the Aircraft, verifying that the Aircraft is properly registered with the FAA in accordance with the requirements of this Section 3.1. Accordingly, the parties acknowledge and agree that, as a condition precedent to the funding of the loan described in the Agreement, Mortgagor shall execute and deliver in favor of Lender an irrevocable power of attorney (and any necessary authorizing documents) in form(s) acceptable to Lender, providing Lender with the power, in Lender's sole discretion, to re-register or renew the registration of the Aircraft ("Re-registration POW) should Mortgagor fail to timely complete such process. Lender shall not exercise the Re-registration POA or file the Re-registration POA with the FAA unless Mortgagor has failed to provide evidence of the re-registration (or renewal of the registration) of the Aircraft at least ninety (90) days prior to the date that any registration shall expire as described above. It is understood that Lender shall have the right to exercise its powers under the Re-registration POA, but shall not be obligated to do the same. In the event this Mortgage is assigned by Lender, Mortgagor agrees to execute a new Re-registration POA in favor of such assignee in a form substantially similar to the original Re-registration POA. When the Secured Obligations shall have been indefeasibly and fully paid, then the Re-registration POA shall automatically terminate and be deemed to cease to exist. (ii) Mortgagor shall not allow the name of any Person other than Lender to be placed on the Airframe and Engines as a designation that might be interpreted as a lien thereon, provided, that Mortgagor may cause the Aircraft to be lettered and otherwise marked in an appropriate manner for convenience of identification of the interest therein of Mortgagor. (iii) Mortgagor shall not (A) consent to any Person other than Lender making any registrations in the International Registry in relation to the Airframe and Engines, or (B) execute and deliver any irrevocable de-registration and export request authorization to any Person other than the IDERA in favor of Lender. (iv) Mortgagor shall execute and deliver the IDERA, and cause the same to be filed in accordance with the Federal Aviation Act. (v) Mortgagor may change the registration number of the Aircraft to N727KG. (b) Maintenance. After the Closing Date, and except as may otherwise be agreed in writing by Mortgagor and Lender, Mortgagor, at its own cost and expense during the term of the Agreement and until full and complete payment of the Note and of all amounts due or --* to become due under the Agreement, shall: 2107340 7 SDNY_GM_02758532 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245454 EFTA01329917
SDNY_GM_02758533 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245455 EFTA01329918
(i) maintain, service, repair, overhaul and test, or cause the same to be done to, the Aircraft and each Engine so as to keep them in as good operating condition as when subjected to the lien hereof and the international interest in favor of Lender, ordinary wear and tear excepted, fully operational, duly certified and in airworthy condition and in at least such condition as may be necessary to: (A) enable the airworthiness certification of the Aircraft and the Engines by the FAA to be maintained in good standing at all times under the Federal Aviation Act and other applicable laws of the United States of America; (B) comply with the airframe and engine recommended inspection and service programs of the manufacturer of the Aircraft and the manufacturer of the Engines, including, without limitation, all applicable airworthiness directives and service bulletins; and (C) comply with all regulations of the FAA and any other governmental agency having jurisdiction; (ii) maintain in English all records, logs and other materials required by the FAA to be maintained in respect of the Aircraft and the Engines (and in the event the Aircraft and any Engine is repossessed pursuant to Article IV hereof, deliver all such materials pertaining thereto to Lender); and (iii) upon Lender's written request, promptly furnish to Lender such information as may be required to enable Lender to file any reports required to be filed by Lender with any governmental authority because of its interest in the Mortgaged Property and promptly consent to any filings with the International Registry as Lender may determine arc necessary or appropriate; and (iv) at the request of Lender, enter into or cause to be entered into, manufacturer's or supplier's standard maintenance contracts satisfactory to Lender covering the Engines, and shall comply with all obligations thereunder including the making of all necessary payments in order to maintain current enrollment, and shall furnish evidence to Lender of such signed maintenance agreement (substitute maintenance may be used if necessary and if first approved in writing by Lender). (c) Operations. Mortgagor shall not permit the Aircraft and any Engine to be maintained, serviced, repaired, overhauled, tested, used or operated in violation of any law or any rule, regulation or order of any governmental authority having jurisdiction thereover, or in violation of any airworthiness certificate, license or registration relating to the Aircraft or any Engine issued by any such authority, or in violation or breach of any representation or warranty made with respect to obtaining insurance on the Aircraft or any term or condition of such insurance policy. Mortgagor shall not sell, assign, mortgage, relinquish possession, or lease the Mortgaged Property to any other Party, without Lender's prior written consent; provided, however, Mortgagor is expressly permitted to enter into dry lease and/or time sharing agreements with the following affiliated entities upon such cntity(ies) duly executing an Acknowledgement n07340 8 SDNY_GM_02758534 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245456 EFTA01329919
SDNY_GM_02758535 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245457 EFTA01329920
of Rights with Lender: Turbine Engine Components Technologies Corporation; UCA Holdings, Inc.; Turbine Engine Component Technologies-Utica Corporation; TECT Aerospace, Inc.; TECT Aerospace Wellington, Inc.; TECT Hypervelocity, Inc.; and any other affiliates. If required by applicable law, Mortgagor shall operate the Aircraft (or cause the Aircraft to be operated) under a Pan 135 Certificate. 3.2 Alterations. Modifications and Additions. (a) Alterations. Modifications and Additions. Mortgagor, at its own cost and expense, shall make such alterations and modifications in and additions to the Aircraft and Engines as may be required from time to time to meet all applicable standards of the Federal Aviation Administration or other governmental authority having jurisdiction over the Aircraft and Engines. So long as no Event of Default shall have occurred and be continuing, Mortgagor, at its own cost and expense, and from time to time, may make such alterations and modifications in, and additions to, the Aircraft and any Engine as Mortgagor may deem desirable in the proper conduct of its business; provided, that no such alteration, modification or addition shall diminish the value or utility of the Aircraft or such Engine, or impair the condition or airworthiness thereof, below the value, utility, condition or airworthiness thereof immediately prior to such alteration, modification or addition assuming the Aircraft or such Engine were measured by the value, utility and airworthiness, and in the condition and state of repair required to be maintained by the terms hereof. All Parts incorporated or installed in or attached to or added to the mortgaged Aircraft or any mortgaged Engine as the result of any alteration, modification or addition shall conform to the requirements of Paragraph 3.2(a) hereof and, without further act or deed, shall become subject to the lien of this Mortgage and the international interest in favor of Lender. So long as no Event of Default shall have occurred and be continuing, Mortgagor, at any time, may remove any Part from the Aircraft or Engines if: (i) such Part is in addition to, and not in replacement of, or substitution for, any Part incorporated or installed in or attached to the Aircraft or any Engine; (ii) such Part is not required to be incorporated or installed in, or attached or added to, the Aircraft or such Engine pursuant to the terms of Paragraphs 3.1(b), 3.1(c) or Paragraph 3.2 hereof; and (iii) such Part can be readily removed from the Aircraft or any Engine without diminishing or impairing the value, utility, condition and airworthiness of the Aircraft or such Engine. Upon any such removal, such Part shall cease to be a "Part" within the meaning hereof. 2107310 9 SDNY_GM_02758536 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245458 EFTA01329921
SDNY_GM_02758537 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245459 EFTA01329922
(b) Liability of Lender. Lender shall not bear any liability or cost for any alteration, modification or addition, or for any grounding or suspension of certification of the Aircraft or any Engine, or for loss to Mortgagor of any revenue in respect of the Aircraft or any Engine, however arising. 3.3 Event of Loss. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Aircraft, Mortgagor shall give Lender prompt written notice thereof, stating the circumstances of such Event of Loss. No later than thirty (30) days after the date of such Event of Loss, Mortgagor shall repay the outstanding principal balance under the Agreement and the Note and all other Secured Obligations in full. (b) Event of Loss with Respect to a Mortgaged Engine. Upon the occurrence of an Event of Loss with respect to any Engine, which Event of Loss does not constitute an Event of Loss with respect to the Aircraft, Mortgagor shall give Lender prompt written notice thereof, stating the circumstances of such Event of Loss. As soon as possible, but no later than thirty (30) days after the date of such Event of Loss, Mortgagor shall: (i) repay the outstanding principal balance under the Note and all other Secured Obligations in full, or (ii) enter into, at the expense of Mortgagor, an agreement in all respects satisfactory to Lender for the purchase of a new Engine compatible with the Aircraft to replace the Engine which is the subject of such Event of Loss. Upon delivery of such new Engine pursuant to such agreement, Mortgagor shall cause such new Engine to be installed on the Aircraft and specifically subject such new Engine to the lien hereof and the international interest in favor of Lender, delivering to Lender all documents required or useful in connection therewith and consenting to the registration of an international interest with the International Registry with respect to such new Engine. Lender shall execute and deliver all documents required or useful in connection with releasing the replaced Engine from the lien of this Mortgage and shall discharge all registrations with the International Registry with respect to the replaced Engine. 3.4 Insurance. At or prior to the Closing Date, and without limiting the requirements of Section 5.03 of the Agreement, Mortgagor will carry, at the cost and expense of Mortgagor: (a) public liability insurance (including, without limitation, passenger legal liability); (b) property damage insurance (including, without limitation, airport property damage liability and contractual liability); and (c) all-risk ground and flight aircraft hull insurance (including, without limitation, war risk, hijacking and similar perils insurance). 2107340 10 SDNY_GM_027585313 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245460 EFTA01329923
SDNYGlvl02758539 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024546 I EFTA01329924
The amount of such all-risk ground and flight aircraft hull insurance at no time and in no event shall be less than Three Million Four Hundred Fifty-four Thousand United States Dollars (USS3,454,000.00). In the case of public liability, the amount thereof maintained shall in no event be less than Ten Million United States Dollars (USSI 0,000,000.00) with physical damage or liability coverage deductibles not to exceed Ten Thousand United States Dollars (USSI 0,000.00) or as mutually agreed by Lender and Mortgagor; provided, however, if the aircraft is operated under a Pan 135 certificate, then in no event shall such insurance coverage be less than Fifty Million United States Dollars (USS50,000,000.00) or as mutually agreed by Lender and Mortgagor. All insurance required to be maintained by this Paragraph 3.4 shall be maintained in effect with financially sound and reputable insurers reasonably satisfactory to Lender and shall be evidenced by one (I) or more policies, each of which shall provide: (i) in the case of all-risk ground and flight aircraft hull insurance that Lender is designated as a loss payee (but without imposing upon Lender any obligation imposed upon the insured, including, without limitation, the liability to pay the premiums of such policies), and that, in the event of any damage or loss to the Aircraft or any Engine, all payments shall be made to Lender at its address: WELLS FARGO EQUIPMENT FINANCE, INC. 733 Marquette Avenue, Suite 700 MAC N9306-070 Minneapolis, Minnesota 55402 (ii) in the case of public liability and property damage insurance, that Lender is an additional named insured (but without imposing upon Lender any obligation, including, without limitation, the liability to pay the premiums for such policies), and that all of the provisions thereof shall operate in the same manner as if there were a separate policy covering each insured (provided that such policies shall operate in the same manner as if there were a separate policy covering each insured); (iii) that, as against Lender, the insurer waives any rights of subrogation, set-off, counterclaim or any other deduction, whether by attachment or otherwise; (iv) that, in respect of the interest of Lender in such policy or policies, the insurance shall not be invalidated by any action or inaction of Mortgagor or of any other Person (other than Lender) and shall insure Lender regardless of any breach or violation by Mortgagor or any other Person (other than Lender) of any warranties, declarations or conditions contained in such policies; and (v) that, if such insurance is canceled for any reason whatsoever or changes in any material respect in relation to the interest of Lender or is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to Lender for thirty (30) days after receipt by Lender of written notice by the insurer of such cancellation, change or lapse. All proceeds of insurance policies required to be in 2107340 I I SDNY_GPA_02758540 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245462 EFTA01329925
SDNY_GM_02758541 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245463 EFTA01329926
effect hereof, if for any reason not paid directly to Lender and if not then required to be paid over by Lender to Mortgagor pursuant to Paragraph 3.6 hereof, shall be deposited by Mortgagor with Lender_ Notwithstanding anything to the contrary herein, provided that no Event of Default has occurred and is continuing, Mortgagor shall be.permitted to handle all claims and to accept all insurance payments that arc less than One Hundred Thousand United States Dollars (US$100,000.00). 3.5 Location of Aircraft. Mortgagor shall at all times keep the Aircraft registered under the laws of the United States of America. Mortgagor shall not base the Aircraft in a location outside of the United States of America, and Mortgagor shall not operate or locate the Aircraft or any Engine or permit the Aircraft or any Engine to be operated or located in: (a) any area or on any route excluded from coverage under the provisions of any insurance policy required by the terms of Paragraph 3.4 above; or (b) any recognized, or, in Lender's reasonable judgment, threatened area of hostilities unless fully covered to Lender's satisfaction by war risk insurance. 3.6 Application of Insurance Proceeds. (a) Proceeds of insurance received as a result of an Event of Loss with respect to the Aircraft shall be applied by Lender to payment of the Secured Obligations in the manner provided in Paragraph 4.5 hereof. (b) Proceeds of property damage insurance payable as a result of an Event of Loss of the Engine (but not the whole Aircraft) shall be held by Lender until Mortgagor shall have decided whether or not to purchase a new engine as required by Paragraph 3.3(b). If Mortgagor elects to replace the Engine, then, upon placing such an order, such proceeds, upon the request of Mongagor, shall be applied directly to payment (including any progress payment) for such repair or the purchase of a replacement Engine, provided, that all rights of Mortgagor in. to and under such contract for such repair or the purchase of a replacement Engine shall first have been assigned to Lender in a manner reasonably satisfactory in form and substance to Lender. Unless a Default or Event of Default shall have occurred and be continuing, such proceeds (or balance thereof remaining after payment in full for such repair or such replacement Engine) shall be paid to Mortgagor upon completion of such repair or installation of the replacement Engine on the Aircraft and its subjection to the lien hereof and international interest in favor of Lender as required by Paragraph 3.3(b) above. . . . . (c) Unless a Default or Event of Default shall have occurred and be continuing and except as provided in Paragraph 3.6(d), any proceeds of insurance received as a result of any damage or loss not constituting an Event of Loss shall be held by Lender, or upon the request of Mortgagor, applied by Lender directly to payment (including any progress payment) for any repair or replacement required by the terms hereof. Unless a Default or Event of Default shall-have occurred and be continuing, after completion of, and payment for, such repair or replacement, such proceeds, or any excess over the cost of such repair or replacement if . . . .. • 2107340 12 SDNY_GM_02758.542 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245464 EFTA01329927
SDNY_GM_02758543 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245465 EFTA01329928
such proceeds shall have been applied by Lender to payment for such repair or replacement, shall be forthwith paid over to Mortgagor by Lender. (d) Unless a Default or Event of Default shall have occurred and be continuing, any proceeds of insurance received as a result of any damage or loss to Parts which Mortgagor is entitled to remove pursuant to Paragraph 3.2(a) above without replacement shall be forthwith paid over to Mortgagor by Lender. 3.7 Liens on Mongaeed Property: Taxes. (a) Mortgagor shall always maintain this Mortgage as a first priority security interest, international interest, and lien upon the Mortgaged Property and Mortgagor shall cause the international interest in favor of Lender to always remain the only registered international interest with respect to the Airframe and Engines. Mortgagor shall not directly or indirectly create, assume or permit, or suffer to be created and to exist, any Lien on or with respect to any Mortgaged Property, title thereto or any interest therein, except for the Liens created hereunder. Mortgagor shall promptly, at its own cost and expense, take such action as may be necessary to duly discharge any such unpennitted Lien on or with respect to any Mortgaged Property, title thereto or any interest therein. (b) Mortgagor shall pay and indemnify Lender for, and hold Lender harmless from and against, all income (other than Lenders income), franchise, gross receipts, rental, sales. use, excise, personal property, ad valorem, value added, leasing, leasing use, stamp, landing, airport use or other taxes, levies, imposts, duties, charges, fees or withholdings of any nature, together with any penalties, fines or interest thereon (the "Tax(es)") arising out of transactions contemplated by this Mortgage and imposed against Lender, Mortgagor or the Aircraft, or any part thereof, by the United States of America, any foreign government, any state, municipal or local subdivision, any agency or instrumentality thereof or any taxing authority upon or with respect to the Aircraft, or any part thereof, or upon the ownership, delivery, leasing, possession, use, operation, return, transfer or release thereof, or upon the rentals, receipts or earnings arising therefrom, or upon or with respect to this Mortgage. If a claim is made against Lender for any Tax that is subject to indemnification hereunder, Lender shall notify Mortgagor promptly within thirty (30) days after Lender's receipt of such written notice, and Mortgagor will pay such Tax promptly and in no event later than thirty (30) days after such notice; provided, however, that if Mortgagor elects to contest or assume the defense as therein described and provided that Mortgagor can testify such Tax would not subject the Aircraft to risk of seizure, and Mortgagor so contests or defends in a timely manner and within the legal delays allowed to do so, Mortgagor's obligation to pay or reimburse shall, if applicable laws allow, be postponed until a settlement of the matter or a decision is rendered on the defense or contestation. Mortgagor's contestation or defense shall be at Mortgagor's sole cost and expense. If the governmental authority or agency seeking to collect requires any payment to be made or any security assurance or guarantee to be furnished as a condition of contestation or defense, Mortgagor shall pay or furnish same or cause the payment or furnishing thereof. In case any report or return is required to be made with respect to any Taxes, Mortgagor will either (after notice to Lender) make such report or return in such manner as will show the ownership of the Aircraft in Mortgagor and send a copy of such report or return to Lender or will notify Lender of such requirement and make 2107340 13 SDNY_GM_02758544 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245466 EFTA01329929
SDNY_GM_02758545 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245467 EFTA01329930
such report or return in such manner as shall be satisfactory to Lender. Lender agrees to cooperate fully with Mortgagor in the preparation of any such report or return. 3.8 Further Assurances. Mortgagor, from time to time, shall perfonn or execute and deliver, or cause to be performed or executed and delivered, all such further and other acts. conveyances, transfers, instruments and assurances as may be reasonably appropriate, or as may be reasonably requested by Lender, for the better mortgaging, hypothecating, confirming, pledging, granting and perfecting of a lien and security interest unto Lender or a registered international interest in favor of Lender, in all or in part, of the Mortgaged Property or for facilitating the execution of the lien or international interest created by this Mortgage or for securing to Lender the benefit hereof and of the rights and remedies created hereby. Mortgagor, at all times, shall defend and protect the lien of this Mortgage on the Mortgaged Property against the enforcement of all other Liens, claims, penalties and rights asserted by any and all Persons whatsoever. 3.9 Recording and Filing. Without limiting Paragraph 3.8 above, Lender, at the cost and expense of Mortgagor, shall cause this Mortgage and any and all additional instruments which shall be executed pursuant to the terms hereof, of the Note or of the Agreement, so far as permitted by applicable laws and regulations, on and at all times after the date of execution to be kept, and this Mortgage filed and recorded in such places as may be required under applicable law, or as Lender, in its discretion, may reasonably request to perfect and preserve the lien of this Mortgage on all of the Mortgaged Property and to protect the security and the rights and remedies of Lender hereunder. Without limiting the foregoing, Mortgagor shall do, or cause to be done, any and all acts and things as may be reasonably requested by Lender to (i) perfect the lien of this Mortgage pursuant to the Uniform Commercial Code as in effect in any jurisdiction with respect to any portion of the Mortgaged Property subject to the provisions of such Code and (ii) consent to and maintain the registered international interest in favor of Lender under the Cape Town Treaty. Mortgagor shall bear the entire cost and expense of all actions required to be taken pursuant to Paragraph 3.8 and 3.9 hereof. 3.10 Suits to Protect the Mortgaged Property. Lender shall have power to institute and to maintain, at Mortgagor's cost and expense, such suits and proceedings as Lender may reasonably deem expedient to prevent any impairment of the Mortgaged Property by any acts which may be unlawful or in violation of this Mortgage or to preserve or protect the interests of Lender in the Mortgaged Property, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement of, or compliance with, such enactment, rule or order would impair the security hereunder or be prejudicial to the interests of Lender. 3.11 Inspection. Mortgagor shall permit the Lender to inspect the Mortgaged Property no less frequently than annually (including, without limitation, any and all manuals, log books, records and all other documentation relating to the Mortgaged Property, whether in the possession of Mortgagor or any third party maintenance provider) at such reasonable times and upon such reasonable prior notice as Lender may from time to time request. Lender shall have no duty to make any such inspection and shall not incur any liability or obligations by reason of 3107340 14 SONY_GM_02758546 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245468 EFTA01329931
SDNY_GM_02758547 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245469 EFTA01329932
not making any such inspection. All such inspections shall be at the cost of Mortgagor; provided that such costs shall be limited to the reasonable out of pocket expenses actually incurred by Lender which are directly attributable to such inspections. ARTICLE IV - DEFAULT AND REMEDIES 4.1 Events of Default. If one (I) or more of the following events (each an "Event of Default") shall occur: (a) Default shall be made in the payment of any installment of principal. interest or fee due under the Agreement or the Note, when due and payable, or within any grace period applicable thereto, whether at maturity, by notice of intention to repay or otherwise, or in the payment of any other amount payable hereunder or thereunder when due and payable; (b) Default shall be made in the due observance or performance of any other term, covenant or agreement contained in this Mortgage or in the Agreement, and such Default shall not have been cured within a period of thirty (30) days following written notice from Lender to cure such Default; (c) Any representation or warranty made by Mortgagor herein or in the Agreement or any statement or representation made in any certificate, report or opinion delivered in connection herewith shall prove to have been misleading in any material respect when made; (d) Mortgagor fails or becomes unable generally to pay its debts as they come due, makes an assignment for the benefit of creditors, has a compulsory winding up order made against it or resolves to be wound up voluntarily, files a petition in bankruptcy or for relief under any bankruptcy or insolvency law, is adjudicated insolvent or bankrupt, petitions or applies to any tribunal for any receiver of or any trustee for Mortgagor or any substantial part of its property, commences any proceeding relating to Mortgagor under any reorganization, arrangement, or readjustment of debt, dissolution or liquidation law or statute of any jurisdiction whether now or hereafter in effect, or if there is commenced against Mortgagor any such proceeding; (e) This Mortgage shall cease to be in full force and effect or shall cease to give Lender the rights and interests purported to be created hereunder, including, without limitation, the failure of the interests granted hereunder to constitute a registered international interest in the Collateral subject to the Cape Town Treaty; (9 The failure by Mortgagor to maintain the insurance coverage on the Aircraft in accordance with Section 3.4; or (g) Default shall be made in the due observance or performance of any other term, covenant or agreement contained in any other agreement or mortgage between Mortgagor and Lender; 2107340 IS SDNY_GM_02758548 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245470 EFTA01329933
SDNY_GM_02758549 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245471 EFTA01329934
then, upon the happening of any of the foregoing Events of Default, the Note and all amounts under the Agreement shall become and be immediately due and payable, with Mortgagor hereby expressly waiving any presentment, demand, protest or other notice of any kind. 4.2 Rights Against Mortgaged Proocrtv. (a) If an Event of Default shall have occurred and be continuing, then and in every such case, Lender, in addition to all other rights and remedies available hereunder, shall have, at law or in equity or by statute, each of the following rights and remedies, none of which is intended to be exclusive of any other right or remedy, and each of which may be exercised either singly or, to the extent permitted by applicable law, concurrently with any one or more of the other rights or remedies: (i) To the extent applicable, Lender shall have the rights and remedies of a secured party under the Cape Town Treaty and/or the Uniform Commercial Code as enacted in any jurisdiction in which any of the Mortgaged Property may be located, including, without limitation, all of the rights and remedies set forth in Articles 12, 13, IS and 20 of the Cape Town Treaty, and Mortgagor hereby consents to the same. In any case, Lender may immediately, directly or by such agent as it may appoint, without demand of performance and (to the extent permitted by applicable law) without notice of its intention to sell or of time or place of sale or of redemption or other notice or demand whatsoever to Mortgagor, all of which are hereby expressly waived, and without advertisement, sell at public or private sale or othenvise realize upon, the whole or, from time to time, any part of the Mortgaged Property. If notice of any sale or other disposition is required by law to be given, Mortgagor hereby agrees that a notice sent at least ten (10) days before the time of any intended de-registration and export of the Mortgaged Property or intended public sale or after which any private sale or other disposition of the Mortgaged Property is to be made shall be reasonable notice of such sale or other disposition. Whenever Lender shall demand possession of any of the Mortgaged Property pursuant to this Article IV, Mortgagor, at its own cost and expense, shall deliver, or cause to be delivered, such Mortgaged Property without risk or expense to Lender, to such airport or airports in the United States of America, as shall be designated by Lender or such other place as may be mutually agreed upon by Mortgagor and Lender. In addition, Mortgagor shall provide, without expense to Lender, storage facilities for such Mortgaged Property. At the request of Lender, Mortgagor shall promptly execute and deliver to Lender such instruments or other documents as Lender may deem necessary or advisable to enable Lender or an agent or representative designated by Lender, at such time or times and place or places as Lender may specify, to obtain possession of all or any part of the Mortgaged Property; (ii) Lender, either after entry or without entry, may proceed by suit or suits, at law or in equity, to foreclose this Mortgage and to sell all or, from time to time, any part of the Mortgaged Property under the judgment or decree of a court of competent jurisdiction; 2107340 16 SDNY_GM_02758550 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245472 EFTA01329935
SDNY_GM_02758551 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245473 EFTA01329936
(iii) Lender may procure the de-registration of the Mortgaged Property whether by utilizing the IDERA or otherwise; (iv) Lender may procure the export and shipment transfer of the Mortgaged Property from the territory in which it is situated; (v) Lender may take legal proceedings for the appointment of a receiver or receivers (to which Lender shall be entitled as a matter of right) to take possession of the Mortgaged Property pending the sale thereof pursuant either to the power of sale given in this Paragraph 4.2 or to a judgment, order or decree made in any judicial proceeding or the foreclosure or involving the enforcement of this Mortgage; (vi) Lender, either directly or by such agent as it may appoint or by means of a receiver appointed by a court therefor, may enter upon the premises of Mortgagor and any other premises where any of the Mortgaged Property may be located. take immediate possession of the Mortgaged Property and exclude Mortgagor and all other Persons therefrom, using all necessary force so to do; (vii) Lender may appoint a trustee to take title to all or part of the Mortgaged Property on behalf of Lender and to exercise on behalf of Lender any or all of its remedies hereunder, and Mortgagor shall execute and deliver all such instruments and documents as Lender may reasonably request in connection therewith; and (viii) Upon every taking of possession pursuant to this Paragraph 4.2, Lender from time to time may make all such expenditures for maintenance, insurance. repairs, replacements, alterations, additions and improvements to and of the Mortgaged Property as Lender may deem proper. In each such case, Lender shall have the right to hold, use operate, store, lease, control or manage the Mortgaged Property, and to exercise all rights and powers of Mortgagor relating to the Mortgaged Property, as Lender shall deem appropriate, including the right to enter into any and all such agreements with respect to the use, operation. storage, leasing, control or management of any of the Mortgaged Property as Lender may determine. (b) No delay or omission of Lender in the exercise of any right, power, remedy or privilege conferred hereunder shall impair any such right, power, remedy or privilege or be construed to be a waiver of any Default or Event of Default or acquiescence therein; and every right, power and privilege given by this Mortgage to Lender may be exercised from time to time and as often as may be deemed expedient by Lender. No remedy for the enforcement of the rights of Lender shall be exclusive of or dependent on any other such remedy, but any one or more of such remedies from time to time may be exercised independently or in combination. 4.3 Relief Pending Final Determination. Without limiting the generality of Lender's other remedies set forth in this Section 4, in the event Lender adduces evidence of an Event of Default by Mortgagor, Lender may, pending final determination of its claim, obtain from a court speedy (as defined in Article 20 of the Cape Town Treaty) relief in the form of such one or more of the following orders as Lender requests: 2101310 17 SONY_GM_02758552 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245474 EFTA01329937
SDNY_GM_02758553 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245475 EFTA01329938
(a) preservation of die Mortgaged Property and its value; (b) possession, control or custody of the Mortgaged Property; (c) immobilization of the Mortgaged Property; (d) • lease or, except where covered by sub-paragraphs (a) to (c). management of the Mortgaged Property and the income therefrom; and (e)• if at any time •Mortgagor and Lender specifically agree, sale and- application of proceeds therefrom. Nothing in this Section 4.3 shall limit the availability to Lender of other forms of interim relief. 4.4 Provisions Regarding Sale. Upon any sale of any of the Mortgaged Property. whether made under the power of sale hereby given or under judgment, order or decree in any judicial proceedings, for the foreclosure or involving the enforcement of this Mortgage, to the extent permitted by applicable law: (a) Lender or its representative may bid for and purchase the property being sold and, upon compliance with the terms of sale, may hold, retain and possess and dispose of such property in its absolute right without further accountability, and, in paying the purchase money therefor, may assign to Mortgagor in lieu of cash all or any part of the Note or other Secured Obligations then outstanding or claims for interest thereon, at par, and the Note, in case the portion thereof as assigned shall be less than the amount due thereon, shall be returned to Lender after being appropriately stamped to show partial payment; (b) Lender or its representative may make and deliver to the purchaser or purchasers a good and sufficient deed, bill of sale and instrument of assignment and transfer of the property sold; (c) . Lender or its representative is hereby irrevocably appointed the true and lawful attorney of Mortgagor, in its name and stead, to make all necessary deeds, bills of sale and instruments of assignment and transfer of the property thus sold and to deregister and export the property, and for that purpose it may execute and deliver all necessary deeds, bills of sale and instruments of assignment and transfer, and may substitute one (I) or more Person with like power, Mortgagor hereby ratifying and confirming all that its said attorney, or such substitute or substitutes, shall lawfully do by virtue hereof; but if so requested by Lender or by any purchaser, Mortgagor shall ratify and confirm any such sale or transfer, deregistration or export, by execution and delivering to Lender or to such purchaser all property deeds, bills of sale, instruments of assignment and transfer and releases as may be designated in any such request; (d) All right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of Mortgagor of, in and to the property so sold shall be divested. Such sale shall be a perpetual bar both at law and in equity against Mortgagor, its successors and assigns, 2107340 IS SDNY_GM_02758554 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245476 EFTA01329939
SDNY_GM_0275&555 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245477 EFTA01329940
and against any and all Persons claiming or who may claim the property sold or any pan thereof from, through or under Mortgagor, its successor or assigns; (c) The receipt of the proceeds of the sale of the Mortgaged Property by Lender shall be a sufficient discharge to the purchaser or purchasers at such sale for its or their purchase money, and such purchaser or purchasers and its or their assigns or personal representatives after paying such purchase money and receiving such receipt of Lender shall not be obligated to see to the application of such purchase money or be in anyway answerable for any loss, misapplication or non-application thereof; and (t) To the extent it may lawfully do so, Mortgagor agrees that it will not, at any time, insist upon or plead, or in any manner whatsoever claim or take the benefit or advantage of, any appraisement, valuation, stay, extension or redemption laws, or any law permitting it to direct the order in which the Mortgaged Property or any part thereof shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Mortgage or the Secured Obligations, and Mortgagor hereby expressly waives all benefit or advantage of any such laws and covenants, and agrees that it will not hinder, delay or impede the execution of any power granted and delegated to Lender in this Mortgage, but will suffer and permit the execution of every such power as though no such laws were in force, except that Mortgagor, in any event, shall have the right, prior to the disposition of any Mortgaged Property or the entering into of a bidding commitment therefor. to obtain the release of such Mortgaged Property from the lien hereof and the return to Mortgagor thereof upon payment of the Secured Obligations in full. 4.5 Application of Monies Received by Lender. If an Event of Default shall have occurred and be continuing, any monies collected pursuant to Article IV or otherwise constituting a part of the Mortgaged Property may be held by Lender as Mortgaged Property or, in the discretion of Lender, applied to the payment of the Secured Obligations. When so applied, such monies shall be applied as follows: FIRST, to the payment of all costs and expenses incurred in connection with the enforcement and collection of this Mortgage, the Agreement or the Note; SECOND, to the payment of all Secured Obligations other than principal of the Note; THIRD, to the payment of the principal of the Note then due and payable; FOURTH, the balance to be held as additional collateral security for all Secured Obligations not then due and payable; and FIFTH, after all Secured Obligations shall have been paid in full, the balance shall be paid to the holders of subsequently ranking interests which have been registered with the International Registry or of which Lender has been given notice; and 2107340 . 19 SDNY_GM_02758556 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245478 EFTA01329941
SDNY_GM_02758557 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245479 EFTA01329942
SIXTH, the balance (if any) to be paid over to Mortgagor. If, after application of all proceeds of the Mortgaged Property, any Secured Obligation shall remain unpaid, Mortgagor shall remain liable thereon for the deficiency, and Lender shall preserve its right to assert claims for the deficiency against Mortgagor under the Agreement and the Note. 4.6 Waiver of Defaults. By written notice to Mortgagor, Lender may waive any default hereunder and its consequences. Upon any such waiver, such default shall cease to exist. and any Default or Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Mortgage; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. ARTICLE V - SATISFACTION AND DISCHARGE 5.1 Discharge. When the principal amount of the Note, together with interest thereon and all Secured Obligations shall have been finally and fully paid, then this Mortgage shall terminate and cease to exist. Thereupon Lender shall discharge this Mortgage, release its lien on the Mortgaged Property and discharge its registered international interest from the International Registry and Lender shall execute and deliver to Mortgagor, at Mortgagor's cost and expense, such instruments in writing as may be requested by Mortgagor to evidence such cancellation. discharge and release. ARTICLE VI - MISCELLANEOUS 6.1 Severability. If any provision of this Mortgage shall be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions hereunder contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one (I) or more phrases, sentences, clauses, Sections or Articles in this Mortgage shall not affect the remaining portions of this Mortgage or any part hereof. In the event of any conflict between any Cape Town Treaty provision in this Mortgage and any provision in this Mortgage not related to the Cape Town Treaty, the provisions relating to the Cape Town Treaty shall prevail. 6.2 Counterparts. This Mortgage may be executed in several counterparts and by the parties hereto on separate counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument. 6.3 Amendments. Any amendment hereto shall be in writing and shall be signed by Mortgagor and Lender. 2107140 20 SDNY_GM_02758558 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245480 EFTA01329943
SDNY_GM_0275&559 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245481 EFTA01329944
6.4 Indemnification by Mortgagor; Expenses. (a) Mortgagor shall indemnify, reimburse and hold Lender and its officers, directors, employees and agents harmless from and against any and all claims, demands, causes of action, suits or judgments and any and all costs and expenses of any nature (including, without limitation, reasonable fees and expenses of legal counsel), for or on account of injury to or death of persons (including employees and agents of Mortgagor or Lender), property damage and any other liability which may result from or arise in any manner out of: (i) the ownership, possession, control, management, maintenance, condition, storage, use or operation of all or pan of the Mortgaged Property by Mortgagor or any bailee, transferee or lessee of Mortgagor, or (ii) any failure on the part of Mortgagor to perform or comply with any of the terms hereof (including, without limitation, any failure by Mortgagor to effect or maintain any insurance required to be effected or maintained pursuant to the provisions of Paragraph 3.4 hereof); provided that Mortgagor shall not be required to provide any indemnification if such liability results from Lender's or its officers', directors' employees or agents' own gross negligence or willful misconduct. If Lender shall receive knowledge of any claim or liability hereby indemnified against. Lender shall give prompt notice thereof to Mortgagor; provided, however, Lender's failure to promptly provide any such notice shall not act as a waiver of any of Lender's rights hereunder. The obligation contained in this Paragraph 6.4 shall continue in full force and effect notwithstanding the full payment of the Note and all amounts due under the Agreement or hereunder and notwithstanding the discharge hereof pursuant to Paragraph 5.1 hereof or otherwise. (b) Mortgagor shall be responsible for, and shall pay, all reasonably incurred out of pocket fees and expenses incurred by Lender (including the reasonable fees and expenses of its legal counsel) in connection with the enforcement of, or the exercise of any right or remedy of Lender under, this Mortgage or any amendment or supplement hereto. 6.5 Acknowledgment of Receipt of Copy of Mortgage. Mortgagor hereby acknowledges and certifies that a full, complete, correct and exact copy of this Mortgage has been delivered to and received by Mortgagor on the date of its execution. 6.6 Assignment. This Mortgage may be freely assigned by Lender without the consent of Mortgagor, and Mortgagor shall duly execute an IDERA upon the written request of any assignee. This Mortgage shall inure to the benefit of Lender, its successors in interest and assigns. This Mortgage may not be assigned by Mortgagor without the written consent of Lender. Notwithstanding the foregoing, this Mortgage may not be assigned by Lender to any customer, competitor or affiliate thereof of Mortgagor or its affiliates. 6.7 Notice. Any notice or other communication required or permitted under this Mortgage or necessary or convenient in connection with this Mortgage shall be sent by facsimile to the respective facsimile numbers noted below, and shall be deemed duly given the next 2107340 21 SDNY_GM_02758560 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245482 EFTA01329945
SDNY_GM_0275&561 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245483 EFTA01329946
business day following the date upon which such notice is sent. If not conveniently transmitted by facsimile, notice shall be sent by registered or certified mail, return receipt requested, or by international courier delivery service, and shall be deemed duly given upon actual receipt and shall be addressed as follows: If to Lender: If to Mortgagor: Wells Fargo Equipment Finance, Inc. 733 Marquette Avenue, Suite 700 MAC 749306.070 Minneapolis, Minnesota 55402 Attention: Account Services Facsimile: 866-687-5578 MWB Corporate Services, LLC do McGuire, Wood & Bissette, PA One West Pack Square, Suite 305 Asheville, North Carolina 28801 Attention: Manager Facsimile: 828-252-2438 or to such address or addressee as either party from time to time shall designate by written notice to the other. 6.8 Aoolicable Law. This Mortgage and the Note shall be governed by. and construed in accordance with, the laws of the State of New York; provided, that the parties hereto shall be entitled to all rights conferred by the Federal Aviation Act. Mortgagor hereby irrevocably designates, appoints and empowers CT Corporation System as its authorized agent for service of process in the State of New York in any suit or proceeding with respect to this Mortgage. 210, 34,) (Signatures follow on next pages] 22 SDNY_GM_02758562 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245484 EFTA01329947
SDNY_GM_02758563 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245485 EFTA01329948
IN WITNESS WHEREOF, the panics hereto have caused this Aircraft Mortgage and Security Agreement to be duly executed as of the date and year first above written. MWB CORPORATE SERVICES, LLC STATE or Noriharojim COUNTY OF bUftUrnl.bc SS: By: In said State and County this 21 day of December, 2012, personally appeared Jeffrey 1. Owner, Manager of MWB Corporate Services, LLC, and acknowledged the foregoing document, by him/her subscribed, to be his/her free act and deed and the free act and deed of MWB Corporate Services, LLC. My Commission expires: 2.--17 c. NOTARY ExcarLI.J7 PUBLIC 2107340 IsoN CO“ Before me, St; 0 ilinktARMAlt Notary Public SDNY_GM_02758564 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245486 EFTA01329949
SDNY_GM_02758565 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245487 EFTA01329950
IN WITNESS WHEREOF, the parties hereto have caused this Aircraft Mortgage and Security Agreement to be duly executed as of the date and year first above written. WELLS FARGQEQUIP,J4ENT FINANCE, INC. STATE OF Wor-ih Co co SS: By: Name: Title: David J. Kuhn Vice Preciderd COUNTY OF (he,..k/eni. ury ) In said State and County this 2/5i• day of December, 2012, personally appeared Vaujl 37 kc,A, and acknowledged the foregoing document, by him/her subscribed, to be his/her free act and deed and the free act and deed of Wells Fargo Equipment Finance, Inc. Before me, My Commission expires: - ifil 2107110 Notary Public SDNY_GM_02758566 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245488 EFTA01329951
SDNY_GM_02758567 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245489 EFTA01329952
ANNEX I IRREVOCABLE I)E•REGISTRATION AND EXPORT REQUEST AUTHORIZATION 71O7340 SDNY_GM_0275&568 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245490 EFTA01329953
SDNY_GM_02758569 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245491 EFTA01329954
IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION* December ,27 . 2012 To: United States Federal Aviation Administration Re: Irrevocable De-Registration and Export Request Authorization The undersigned is the registered owner of one (I) Raytheon Aircraft Company model 400A aircraft (described on the International Registry drop-down menu as RAYTHEON AIRCRAFT COMPANY model 400A), bearing manufacturer's serial number RK-260, and United States Registration number N787TA, together with two (2) Williams International Company LLC model F144.3AP aircraft engines (described on the International Registry drop-down menu as WILLIAMS INTERNATIONAL CO LLC model FJ44-3AP), bearing manufacturers serial numbers 252745 and 252746 (together with all installed, incorporated or attached accessories, pasts and equipment, the "aircraft"). This instrument is an irrevocable dc-registration and export request authorization issued by the undersigned in favor of Wells Fargo Equipment Finance, Inc. (the "authorized party") under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests: (I) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the United States Aircraft Registry maintained by the United States Federal Aviation Administration for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago, on 7 December 1944; and (b) procure the export and physical transfer of the aircraft from the United States of America; and (f) confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall cooperate with the authorized party with a view to the speedy completion of such action. The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the authorized party. MWB CORPORATE SERVICES, LLC By • This IDERA is linked to and part of that certain Aircraft Mortgage and Security Agreement dated December a1 , 2012, by and between MWB Corporate Services, LLC, and Wells Fargo Equipment Finance. Inc., which is being filed with the Federal Aviation Administration contemporaneously herewith. 2107340 SDNY_GM_02758570 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (X)245492 EFTA01329955
£ Wd a 333 SDNY_GM_02758571 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245493 EFTA01329956
DOCUMENT LEVEL ANNOTATIONS Orig #1634 rtd to IATS SDNY_GM_02758572 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245494 EFTA01329957
SONY_GM_02758573 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245495 EFTA01329958
FORMAPPROVED OMB No.2i20-0042 LOOTED STATES Of AMERICA DEPARTMENT OP TRANSPORTATION POIONL AMMER Apeamentanoomamem0~/Y NUTRAINICAL <WIN - AIRCRAFT REGISTRATION APPLICATOR • V CERT:ISSUE DATE i redirmaNKITS2WER N —61 Tri 0 ( f . EUNUFACIIAIER A M or) Hag-it- tkOnft . . C , R ;Kt: 71ot) FOR FAA USE ONLY TYPE W FCGISTRRRON Peck Om boa) I: 01. Individtel 02. dartnenlip I .T. Comoratim 0 4. CO-Owner 05 Govenunatal l , 0 S. No,.Cd)an Cap:calico 0 9. NCO-C4INn COrporatim Co-Owner . NAME OR APRJCANT IPTINORTI shown on mance •• oarentioNnOlaieuE. gin tam name. Int name. N memo death • in t 0 c6 0.5)TCYCLk SCY‘11(fS U.. , TELEPHONE NORDIN I I ApOlitSS .9chnersnl main; SIN to. rot amphora akV) Ol PO Box o um& muscat often n' inn al sO tw shown) I CAO and onset ALl42-±tailltactc_ ftstal Poi* PO Boa. CITY a9 MA " VC STATE ) \\C ZIP CODE Zatol 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this aPPilsfition• This portion MUST be completed. A Tem TT' MINT0•0 &wow fly exostox in Rs appluMn Noy to echoes Ice pormArnera by An. anake roe wait NS. Cola. To. It Sc ICON • CERTIFICATION UAW CERTIFY. II) mat be man aircraft is owned Dy Ow undenChed 4004cout oho et A 66240 hidoOnOCcepOshOwil of ow Uneeo States Pot amp rut. dm NM* ef metro Aar. CHEW ONE AS APPOOPRATE a. A ntoOsal Won. Mm Yea %SUMO, IT am 14 S I ow Peon 1.551) hb b. Anon-Quoin corporal*, orgended ass doing Minna WOW the leas Of (stale and sad Nine, is INNS and premetc udO to me tared States Attach or noc inn re e. ler FsPecoOn at DS DWI Me Total' t *a eV ROSIN, WNW Plato NW, Ionian comity. and I3) That WO evidence of ovewniso b Enacted a ITN OW IWO with Ma FOOS& Atial wet Atienhloirolisw NOTE: V executed low cOmwnershm ern apc•Canis must sir. Use reverse sod. • necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PANT OF THIS APPLICATION MUST BE SIGNED IN INK. s • c zt eitat . . a 4#. 4.%. Trnin 14 p 0 03 er DATE I2-21-Q k fell CWW TIRE DATE STUN ITTLE DATE NM Pendro receot ol be CoMicate at ANNA FloOstratta Rs alfaa mly be corms bra Orb, to in MOM x50 dep. ding "Mb lime to PIV, Copy a INT apOlcaten 'IWO be coieN In Ile Mat AC Rem 0060 4 (KAI RISC DEREDOETTS•9307) Suponetlea ROAR* Eaten SIN Y_GM_02758674 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00245496 EFTA01329959
• VPI0HY10 A1.10 Vt10HY1)10 Oh C 1Jd LZ 330 ZUI2 $9 ;1011.Vt1S15311 1O110111V V43 HAM Oalli • SDNYGt.4_02758575 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245497 EFTA01329960
UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS DAY OF ., 2012 HEREBY S LL i, GRANT, TON-SFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO 2120-0542 Do Not Write In This Block FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S) GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) MWB CORPORATE SERVICES, LLC 48 PATTON AVENUE ASHEVILLE, NC 28801 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. ANO WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS al DAY oFtec .2012. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) TITLE (IN INK) (IF EXECUTED FOR I (TYPED OR PRINTED) CO-OWNERSHP, AU. MUST SIGN.) NEXTANT AEROSPACE, LLC ...---e. - - MICHAEL ROSSI MANAGER Sh.00 123821550383 12/27/2012 ACKNOWLEDGEMENT INOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition 'Aircraft used hereini..htnre the rriffreme described below and the I4t Maul!. tour FX-I-N-51W arcral engnesMIli manufacturers Serial numbers r -AQ-145 Ac501'4 Md 4) SDNY_GM_02758.576 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 S 0 8 C O O "0 11 EFTA_00245498 EFTA01329961
vawrimo Oh £ Lid LZ 3.11 ZIOZ es i!,;:.......:!..slan.:IP:1;02W t'..? UV. ::•rdA SDNY_GM_02758577 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245499 EFTA01329962
UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 99TH DAY OF Dm, ., 2012 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO 2120-0342 Do Not MO In This Block FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF I NOMDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE IMTIAL ) NEXTANT AEROSPACE, LLC 355 RICHMOND ROAD CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS dzi ' I DAY OF spec , 2012. NAME (S) OF SELLER (TYPED OR PRINTED) FLIGHT OPTIONS, LLC SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) VP ADMINISTRATION MICHAEL METERA & CONTRACTS ACKNOW EDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Eon', 8050-2 (t/09) (NSN 0052-00-629-0003) Supersedes Previous Edition Mircraft used herein shell • the *frame described bdow and the TtE katlitaltrat tn ir timte: - Send enerras Wet menufatturef s serial numbers and SDNY_GM_02758578 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 8 a 3 C 3 c_ 0 0 "0 EFTA_00245500 EFTA01329963
vra;:v-i):o Ai:o APlo:irm 6C E Lid LZ 311 212 SONY_GM_02758579 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245501 EFTA01329964
U.S. DEPARTMENT OF TRANSPORTATION • FEDERAL AVIATION ADMINISTRATION FORM APPROVED Ora NO. Maw MRS FORM SERVES TWO PURPOSES PART I acknowledge the reccedfa of a security conveyance cone* the collated sham PART Il is a suggested form of Mime which ray be ad to release the collMaal from the tams ti the moveyence. . PART I CONVEYANCE RECORDATION NOTICE NAME (lag caw Anil) OF DERMA ' FLIGHT OPTIONS LEG NAME sad ADDRESS OP SECURED PARTY/ASSIGNEE THE PRIVATEBANK AND TRUST CO. As A &tin -- 1100 SUPERIOR AVE STE 1325 CLEVELAND-OH 44114 • lileelelirlerellenileheirlirel NAME OF SECURED PARTY'S ASSIGNOR (if signed) ' DeNanaave mow mea FOR IAA USEONLY THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE NISITA RIC-260 RAYTHEON AIRCRAFT COMPA 400A N N N P&W C 1Ti 5D-5 PCE-1A0237 P&W C JTISD-5 PCE-1A0291 THE SECURITY CONVEYANCE DATED NOVEMBER 30. 2010 COVERING THE ABOVE COLLATERAL WAS RECORDED BY THE CIVIL AVIATION REOISTRY ON Dee 28. 2010 AS CONVEYANCE NUMBER NE003112 iSk041,ea(sitliA04.44) NANCY BROWN. [mu. Daravmsurs EXAMINER PART II - RELEASE • Otis suggested masa form may te exectlaS by the wad patty ea returned to the Crud Aviation Registry when seam of the ea ieserme have been setisfnul. Sat blow Ax Winona inferierhoo.) THE UNDERSIGNED HEREBY CERTIFIES AND ACXNOWLEDOES THAT EVIDENCE OF INDEBTEDNESS SECURED BY THE CONVEYANCE REFERRED ME SAME COLLATERAL IS HERESY RELEASED FROM THE TERM THE CONVEYANCE IS HEREBY SOLD, GRAPHED TRANSFUSED, AND THE ASSIGNEE OF SAID PARTY IF THE CONVEYANCE SHALL HAVE NOR DRIED BY REASON OF EXECS/HON OR DELIVERY OP THE THEY An THE TRUE AND LAWFUL HOLDER OF THE NOTE OR OTHER TO HEREIN ON THE ABOVE DESCRIBED COLLATERAL AND THAT OF THE CONVEYANCE ANY 7TTLE RETAINED IN THE COLLATERAL BY ASSIGNED TO THE PARTY WHO EXECUTED THE CONVEYANCE, OR TO BEEN ASSIGNED: PROVIDED. MAT NO EXPRESS WARRANTY LS GIVEN RELEASE. DAM OF RELEASE: December 27, 2012 This form is oaly intended to be s engaged form of relent. which meet the recording requirements oft. Federal Mistime An of sm. sad the regolalioes issued themoder. In eddilion m them rergairements, the form used by the parity hake should be drilled in eccosdeace with the puthuot provision of local strata sad other applicable fedael sterna. This fan may be roprodoccd. That is no fee fix recording • masa Send to Aircraft Roans- nos Bread; P.O. Box 25504. Cahom City. OtIshome 73125. The PrivateBank and Bt Company, as Agent ( 4 holds.) SIGNATURE Ors Ink) ert H. Walker TITLE: nnnging ^ixontnr (A pence signing for a eorporwioa @a be e corporate am or hold a namagnial parka ad men Ave cis title Apace limas kw sneer Mate it. ptt 47 fied 49 of the Federal Aviation ItiVikliCat (14 CFR)M AtINOWLEDGMENT (If Naked By Amiable Laid tat AC lam 1010.41 man De SDNY_GM_02758580 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 0 8 0 8 a 0 a Tl O EFTA_00245502 EFTA01329965
VI1C101;l0 All0 V!':0;4'./NO 8C C bid L3 030 Ziel O3 1.12 ;:11/.1 0114 SDNY_GM_02758581 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245503 EFTA01329966
DOCUMENT LEVEL ANNOTATIONS See Recorded Conveyance NB003112 doc id 1069 SDNY_GM_02758582 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245504 EFTA01329967
SDNY_GM_02758583 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245505 EFTA01329968
, Case 1:10-cv-00069-C Document 126 Filed 11/17/11 Page 1 of 7 PagelD 1327 CERTIFIED COPY TO BE RECORDED BY FM 0 it1 IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS ABILENE DIVISION 0 • g JNV AVIATION, LLC, ) ) Plaintiff, ) ) a vs. ) CASE NO.: 1:10-cv-00069-C 0 ) FLIGHT OPTIONS, LLC, ) ) k*J Defendant. ) AMENDED ORDER The Court having considered the parties' Amended Joint Motion to Release Writ of Prejudgment Attachment and to Release $5,000 Bond, filed November 16, 2011, is of the opinion that the same should be GRANTED. This Court hereby: (A) Releases and terminates the (i) Writ of Attachment, dated April 7, 2010 (the "Writ of Attachment"), originally entered by the Clerk of the 259th Judicial District Court of Shackelford County, Texas (the "Texas Court") in Cause No. 2010-026 and (ii) the Order Granting Motion for Prejudgment Writ of Attachment, dated April 6, 2010 (the "Writ Order"), issued by the Texas Court, which Writ of Attachment and Writ Order and certain other documents were recorded by the Federal Aviation Administration Aircraft Registry as one document on May 5, 2010, as Conveyance Number SF003873 (collectively the "Writ") and copies of which are attached hereto as Exhibit A, and (B) Releases all property (including but not limited to any aircraft and aircraft engines described therein) from the terms of the Writ. (C) Nothing herein shall serve to release the Surety Bond (Dkt. #35) in the penal sum of $910,000.00 (filed by Flight Options on August 9, 2010) which is and shall continue to serve as 1 Certified a true copy of an Instrument on file in my office on _ Clerk, U.S. District Court, Northern District of Texas BY Mium...qt.__ Deputy tic. SDNY_GM_02758584 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245506 EFTA01329969
11,10HVINO All0 VHOHV1)10 6£ £ lJd 62 II0N not Inammlant ns to loos owl s beilihs0 no °sills xm ni all no ,two313Mei0 .2.0 dill tO cowl' lo 13iti2ia modno1/4 xluqa0 xa 88 VVJ HUM and SDNY_GM_02758585 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245507 EFTA01329970
Case 1:10-cv-00069-C Document 126 Filed 11/17/11 Page 2 of 7 PagelD 1328 the supersedeas bond and as security for the Judgment (Dkt #112) in connection with the pending appeal (Dkl. #120). The Court further orders the Clerk for the Texas Court to release to Plaintiff JNV Aviation, LLC the $5,000 bond filed by JNV Aviation, LLC in that action as security to obtain the writ. SO ORDERED. Dated November /7, 2011. 2 SDNY_GM_02758586 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245508 EFTA01329971
SDNY_GM_02758587 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245509 EFTA01329972
, Case 1:10-cv-00069-C Document 126 Filed 11/17/11 Page 3 of 7 PagelD 1329 From: 4058812850 Pape 217 Date 11/152011 1.49:15 PM CAUSE NO. ZOIO •- J 24,• • INV AVIATION. LLC § IN TEE DISTRICT COURT OF vs. § SHACKELFORD COUNTY, TEXAS FLIGHT OPTIONS, tic § 259" JUDICIAL DISTRICT WRIT OFAITACW&EPIT 101041010498 3240.00 04/14r201D The State of Texas To the Sheriff or aoy Constable of any County of tbe State of Tams, greeting: We command you that you attach forthwith so much of the property of Flight Options, LLC, as shall be of value sufficient to make the sum of $900,000, and the probable costs of suit:, to mist}, the demand of NV Aviation, LLC, Including, but not Sited to, any rights Plight Options, LLS has in the aircraft described as follows: N746TA Beech Model 400A, Serial Number RX-146, with 2 Pratt & Whitney Canada Trip engines, serial numbers PCP-JA0059 and PCE- J A0060 N852LX Raytheon Aircraft Company Model Hawker sow, Serial Number 258397, with 2 Oarrat 772731-5BR engines, serial numbers P- 107298 and P-107317 N807LX Raytheon Aircraft Company Model Hawker SOOXP, Serial Number 258413, with 2 Honeywell TFE731.5BR engines, serial numbers 2-107356 and 2407370 N700LX Cessna Model 750, Serial Number 750-0038, with 2 Rolls Royce AE3007C engines, serial numbers CAR330084 and CAB330071 N482LX Raytheon Aircraft Company Model 400A, Serial Number RK- 4 1 3, with 2 Pratt & Whitney Canada 1T1 5D engines, serial numbers PCE- IA0612 and PCE-M0613 N406LX Hach Model 400A, Said Noels RK-178, with 2 Pratt & Whitney Canada JIM-5 engines, serial numbers FCRIA0125 and PCB- 1A0124 CWDOCS 652296v1 EXHIBR A SDNY_GM_02758588 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245510 EFTA01329973
SDNY_GM_02758589 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024551 I EFTA01329974
. Case 1:10-cv-00069-C Document 126 Filed 11/17/11 Page 4 of 7 PagelD 1330 FIOT 4058812658 Page 3)7 Date: M/15/2011 1:49A5 PM N417WC RaytherM Aircraft Company Model 400A. Serial Number RK- 230, with 2 Pratt & Whitney Canada /T1513-5 engines, serial numbers PCP-1A0228 and PCB-140227 114591-3( Raytheon Aircraft Company Model 400A, Serial Number RK- 365, with 2 Pratt & Whitney Canada rnm-s engines, serial sambas PCB-)A0511 and PCB-/A0510 N443LX Raytheon Aircraft Company Model 400A, Serial Number RK- 237, with 2 Pratt & Whitney Canada 11-15D-5 engines, serial numbers PCB-/A0243 and PCE-1A0240 N493CW Beech Model 400A, Serial Number RX-93, with 2 Pratt & Whitney 1115D-5 engines, serial numbers PCE100364 and PCB100365 N704LX Cessna Model 750, Serial Number 750.0091, with 2 Rolls Royce AE3007C engines, serial numbers CAE-330199 and CAE-330196 N705rfA Beech Model 400A, Serial Number RK-180, with 2 Pratt & Whitney Canada IT I 5D-5 engines, serial numbers PCE-/A0129 and PCE- M0128 N787T A, Raytheon Aitcraft Company Model 400A, Serial Number. RIC 260, with 2 Pratt & Whitney IT1513-5 engines, serial numbers PCE- 1A0287 and PCE-1A0291 N904LX Embraer Model EbfB-135EJ, Serial Number 145780, with 2 Rolls Royce AE3007A1E engines, serial numbers CAE312547 and CAE3i2590 N8401. Raytheon Aircraft Company Model Hawker 800X3', Serial • Number 258648, with 2 Honeywell ralcsua00041, Inc- TrE131-5BR engines, serial numbers P-107850 and P-107849 N418LX Raytheon Aircraft Company Model 4004 Serial Number RIC 234, with Pntt & Whitney Tr151:0-5 engines, Serial Numbers PCB- /40238 and PCE-1A0434 and that you keep and secure in your hands the property so attached. unless tellluvicd, that the same may be Habit to further proceedings thereon to be had before our court in Albany, Term, County of Shackelford. You will true return make of this writ on or before 10 a. m. of Monday, the 26" day of April, 2010, showing how you have executed the same 2 CWDOCC 652296111 SDNY_GM_02758590 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245512 EFTA01329975
SDNY_GM_02758591 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245513 EFTA01329976
. Case 1:10-cv-00069-C Document 126 Filed 11/17/11 Page 5 of 7 PagelD 1331 Rom. 1058812658 Pact 4I7 W8.11115/7011 I 49.15 PM Given under my hand and sal of office on April A 2010 7 70-1 District Cler4gy,9 Shackelford County, Texas Copies of the Application, Affidavit, Order and Notice are attached. 3 CWOCC8 6522960 SDNY_GM_02758592 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 00245514 EFTA01329977
SDNY_GM_02758593 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245515 EFTA01329978
. . Case 1:10-cv-00069-C Document 126 Filed 11/17/11 Page 6 of 7 PagelD 1332 From. 4058812658 Page. en Date: 111152011 1:4918 PM CAUSE NO. 01010 -001(. INV AVIATION, LLC vs. FLIGHT OPTIONS, LLC IN THE DISTRICT COURT OF SHACICELFORD COUNTY, TEXAS 259" JUDICIAL DISTRICT ORDER GRANTING MOTION FOR FREirkgMENT WRIT OF ATTACHMENT The matter now before the Court is Plaintiff INV Aviation, ats (INV") Ex Parte Motion for Prejudgment Writ of Attachment (the 'Motion"). The Court, having reviewed the Motion and attached exhibits, and for good cause sheen; hereby grams NV's Motion. The Court finds that (I) the defendant is justly indebted to the plaint4 (2) the attachment is not sought for the purpose of injuring or harassing the defendem; (3) the plaintiff will probably lose his debt unless the writ of attachment Is issued; and (4) that the defendant is a foreign corporation. The Court further finds, pursuant to TeL R. Civ. P. 592a, that a bond in the amount of SSOCO would provide adequate security to Defendant Flight Options, LLC should it later be detemained JNY wrongtbIly sued out the writ of attachment. The Court further finds that the amount of bond required of Defltndant Flight Options, LW to replevy shall be 5910,000.00, which is the amount of Plaintiffs claim, one yeses accrual of interest and the estimated costs of court. FILED APR 06 2010 € sc. s it, CATHEY LEE COUNTY & DISTRICT CLERK SHACKELFORD COUNTY, TX Ce4D0023 652293v1 DEPUTY SDNY_GM_02758594 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002455 I 6 EFTA01329979
SDNY_GM_02758595 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245517 EFTA01329980
Case 1:10-cv-00069-C Document 126 Filed 11/17/11 Page 7 of 7 PagelD 1333 From: 4050812658 Pape: 7(7 ORM: 11/15/2011 1:49,18 PM IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that, upon filing of a bond in the amount of S Voo by INV, the Clerk of the District Court shall issue a Writ of Attachment directing the sheriff of any county in this State to attach property, real and personal, of Flight Options, LLC to will be sufficient to satisfy a total amount of $900,000.00, and it is ordered the attached property be kept safe and preserved subject to &Inks orders of the court Said attachment shall include, but not be limited to, aircraft with tail numbers: N746TA, N852LX, N807LX, NIOOLX, N482LX, N406LX, N4171X, N459LX, N443LX, N493CW,N704LX, N709TA, N787TA, N9O4LX, N848FL and N4113LX IT IS SO ORDERED. Date t‘oril 6.2010 2 OWDCCS 6522t1.1 SDNY_GM_02758596 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245518 EFTA01329981
YWOHV1NO AlIO Vil0HVI90 SC C Lid 6Z RCN HO? 218 tiOlIVHISIO3d IntiOHIV VV4 HIIM 03113 SDNY_GM_02758597 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245519 EFTA01329982
DOCUMENT LEVEL ANNOTATIONS DOC ID 4461 FFR 11/30/11 RETD M&T SEE SF003873 DOC 3421 SDNY_GM_02758598 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245520 EFTA01329983
SDNY_GM_02758599 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024552! EFTA01329984
AC Form 8050-1A (03/11) OMB Ores Mete 2i20.0729 Even 2/290012 Paperwork Reduction Act Statement: The ir'ormaear collocum on this `arm ts recossary to obtain arcral re•registrabon. We estimate that it ell take approximately 30 rreNAes to compete me form. Please role that any agency may not conclact or ammo', and a person is not (soured to ',Speed to. a COleCten Of inrcvmanon unless a defFaYS a valid OMB control number. Fenn Approved. OMB No. 21204729 'Comma corcemirg the acanacy of the median and suggestrons la mcUcirg the burden *cute be deeded to the FAA at: 800 Independence Avenue SW. Washirgton. DC 20591. ATTN: Infommtica Co-Maim Clearance Cancer. AES.200" DEPARTMENT OF TRANSPORTATION-FEDERAL AVIATION ADMINISTRATION AIRCRAFT RE-REGISTRATION APPLICATION FAILURE 70 RE-REGISTER WAL RESULT MI CANCELLATION OF REGISTRATOL ANO REGISTRATIONNUMBER ASSIGNMENT (See 14 C F.R. if 47.15(1). 47.40 end 47.4/1 AIRCRAFT REGISTRATION NUMBER N 787TA SERIAL NUMBER RK-260 MANUFACTURER RAYTHEON AIRCRAFT COMPANY MODEL 400A DATE OF ISSUANCE DATE OF EXPIRATION 05112/2011 05/31/2014 TYPE OF REGISTRATION CORPORATION NAME AND MAIUNG ADDRESS OF REGISTERED OWNER (11 Individual, give last name, first name and middle WINO (Ormyf 1) FLIGHT OPTIONS TLC INFORMATION FOR COMPLETION Addrional information may be Waned at ma web page tottolfroalstry faa novaenewreolstrallos or by phone at 866.762.9434 Aircraft Registration Information rmy be reviewed at -- jfituffrealstrofaa novraircraftinouirs Please pay fees sith a check or money order payable to We Federal Afeatcn Administration. Signature Requirements for Listed Registration Types: • individual owner must sign. • Partnerstip a general partner musi sign. • Corporation a corparate offozer or managing official must sign • Limited Liability Co a member. manager. or oNser *No is authorized to manage the LLC must sign. • Co-owner each co-owner must sign. contmuing as necessary. on page number two. Govemmem any authonzed person may sign. Note: MI signatures must be In Ink. (Owner 2) Nola: Enter any elditIonal owner names on page two of this document (Add„ ) CA) FLIGHT CPTIONS LLC (Address) 26100CURTISS-WRIGHT PARKWAY City RICHMOND HEIGHTS State at ZIP 4414E country UNITED STATES PHYSICAL ADDRESS (REQUIRED WHEN MAILING ACORESS ISA P.O. BOX OR MAIL DROP) (Address) (Address) City State Zip Country TO RE-REGISTER AIRCRAFT: REVIEW REGISTRATION INFORMATION. ENTER CORRECTIONS IN BLANKS PROVIDED. CHECK APPLICABLE BLOCK BELOW. SIGN. DATE. & MAIL WITH THE $5 FEE. To: The FM Aircraft Registration Branch. PO Box 25504. Mahone City, OK, 73125-0504. QI (WE) CERTIFY THE: NAME(S) AND MAILING ADDRESS SHOWN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT ARE CORRECT. OWNERSHIP MEETS CITIZENSHIP REOUREMENTS OF 14 CFR §47.3, AIRCRAFT IS NOT REGISTERED UNGER THE LAWS OF ANY FOREIGN COUNTRY. OUPDATE THE MAILING / PHYSICAL ADDRESS AS SHOWN BELOW. I (WE) CERTIFY THE NAME(S) SHOWN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT IS CORRECT. OWNERSHIP MEETS THE CITIZENSHIP REQUIREMENTS OF 14 CFR147.3. AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. MAILING ADDRESS TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: THE LAST REGISTERED OWNER MUST: MARK THE APPLICABLE BLOCK(S). COMPLETE. SIGN. DATE 8 Mail with any foes to: The FAA Aircraft Registration Branch, PO Box 25504. Oklahoma City, OK, 73125-0504. CANCELLATION OF REGISTRATION IS REQUESTED FOR THE REASON MARKED BELOW. El 1. THE AIRCRAFT WAS SOLD TO: (Show purchaser's name and address) MI 2. THE AIRCRAFT IS DESTROYED OR SCRAPPED. 3. THE AIRCRAFT WAS EXPORTED TO: PHYSICAL ADDRESS: COMPLETE IF PHYSICAL ADDRESS HAS CHANGED. OR NEW MAILING ADDRESS IS A PO BOX OR MAIL DROP. 4. OTHER. Specify UPON CANCELLATION, PLEASE RESERVE THE N.NUMBER IN OWNERS' NAME. The $10 check a money order for the N- number reservation fee is enclosed. SIGNATURE OF OWNER I Electroncary Corned by Roomier Dann PRINTED NAME OF SIGNER TITLE DATE 5/12/2011 SIGNATURE OF OWNER 2 PRINTED NAME Of SIGNER TITLE DATE Fee paid: 55 (2011 0 51 20'75824 0721NA) SDNY_GM_02 758600 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245522 EFTA01329985
SDNY_GM_02758601 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245523 EFTA01329986
OW 8 Conral Number 2120-O729 Eons 249.2012 Note: Twelve (12) owner names may be entered on this page. II you require more, enter the first 12 names and then print this page by pressing the 'Print Page Z button below. Next click the 'Reset' button to clear the data fields (from page 2 only) to add more names. Repeat action as needed. NAME OF OWNER DATE: SIGNATURE PRINTED NAME OF SIGNER TITLE: NAME OF OWNER DATE: SIGNATURE PRINTED NAME OF SIGNER TITLE: NAME OF OWNER DATE: SIGNATURE PRINTED NAME OF SIGNER TITLE: NAME OF OWNER DATE: SIGNATURE PRINTED NAME OF SIGNER TITLE: NAME OF OWNER DATE: SIGNATURE PRINTED NAME OF SIGNER TITLE: NAME OF OWNER DATE: SIGNATURE PRINTED NAME OF SIGNER TITLE: NAME OF OWNER DATE: SIGNATURE PRINTED NAME OF SIGNER TITLE: NAME OF OWNER DATE: SIGNATURE PRINTED NAME OF SIGNER TITLE: NAME OF OWNER DATE: SIGNATURE PRINTED NAME OF SIGNER TITLE: NAME OF OWNER DATE: SIGNATURE PRINTED NAME OF SIGNER TITLE: NAME OF OWNER DATE: SIGNATURE PRINTED NAME OF SIGNER TITLE: NAME OF OWNER DATE: SIGNATURE PRINTED NAME OF SIGNER TITLE: AC Form 8050-1A (03111) REF NNUM: 787TA SDNY_GM_02 758602 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245524 EFTA01329987
SDNY_GM_02758603 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245525 EFTA01329988
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION ECORDED CONVEYANCE FILED IN: NUM: MTh SERIAL NUM: RE-260 MIR: RAYTHEON AIRCRAFT COMPANY IODEL: 400A AIR CARRIER: This form is to be used in cases where a conve)ance cones several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE SECURITY AGREEMENT DATE EXECUTED NOVEMBER 30, 2010 FROM FLIGHT OPTIONS LLC DOCUMENT NO. NB003 112 TO OR ASSIGNED TO PRIVATEBANK AND TRUST CO DATE RECORDED DEC 28, 2010 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: i Total Engine:: 2 Total Props: Total Spare Pans: N787TA P&W C JTI 5D-5 PCE-3A0287 P&W C 1115D-5 PCE-JA029I SYS-750-23R (0S,09) SDNY_GM_02 758804 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245526 EFTA01329989
SDNY_GM_02758605 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245527 EFTA01329990
DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION FAA AIRCRAFT REGISTRY • P. O. Box 25504 Oklahoma City, Oklahoma 73125 NAME & ADDRESS OF DEBTOR Flight Options, LLC 26180 Curtiss-Wright Parkway Cleveland, Ohio 44143 NAME AND ADDRESS OF SECURED PARTY/ASSIGNEE The PrivateBank and Trust Company, as Agent 1100 Superior Avenue East Suite 1325 Cleveland, Ohio 44114 NAME OF SECURED PARTY'S ASSIGNOR Date: November 30, 2010 A security interest is hereby granted to the secured party on the following described collateral: Complete description of collateral being mortgaged: AIRCRAFT (FAA registration number, manufacturer, model, and serial number): Raytheon Aircraft Company N787TA, 1999 ' 400A, serial number RR-260 NOTICE: ENGINES LESS THAN 550 HORSEPOWER AND PROPELLERS NOT CAPABLE OF ABSORBING 750 OR MORE RATED SHAFT HORSEPOWER ARE NOT ELIGIBLE FOR RECORDING. ENGINES (manufacturer, model, and serial number): Engine 1: Pratt & Whitney Canada, model U JT15D-5, serial number PCE-JA0287 Engine 2: Pratt & Whitney Canada, model 14 JT15D-5, serial number PCE-JA0291 PROPELLERS (manufacturer, model, and serial number): N/A SPARE PARTS LOCATIONS (air carrier's name, city, and state): N/A I hereby certify this is a true exact cb of tie orj~Inal. ret__ Tit e Service, Inc. 103341331579 515.00 11/30/2010 SDNY_GM_02758606 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 z O O •3 0 A 8 a a o co D T EFTA 00245528 EFTA01329991
VI10111/1310 ALSO VPiONVUO h£ et bid 0£ RON 0102 88 NOI1Vy15103N IdV808Iii fled KIM 03114 SDNY_GM_02758607 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245529 EFTA01329992
Together with all equipment and accessories attached thereto or used in connection therewith, including engines of 550 or more horsepower, or the equivalent, and propellers capable of absorbing 750 or more rated takeoff shaft horsepower, described above, all of which are included in the term aircraft as used herein. The above described aircraft is hereby mortgaged to the secured party for the purpose of securing in the order named: FIRST: The payment of all indebtedness and other obligations now owing or hereafter incurred by the debtor identified above to the secured party identified above or to any of the lenders from time to time named in the Credit Agreement, as hereinafter defined, (collectively, "Lenders" and, individually, each a "Lender") according to the terms of that certain Credit and Security Agreement dated as of November 30, 2010, as the same may from time to time be amended, restated or otherwise modified (the "Credit Agreement"), any cash management or interest rate protection agreement with a Lender, in each case, whether owing by only the debtor identified above or with one or more others in a several, joint or joint and several capacity, whether owing absolutely or contingently, whether created by note, overdraft, guaranty of payment or other contract or by quasi-contract, or statute or other operation of law, whether incurred directly to the secured party Identified above or a Lender (or any affiliate thereof) or acquired by such secured party or Lender (or any affiliate thereof) by purchase, pledge or otherwise and whether participated in to or from such secured party or Lender (or any affiliate thereof) in whole or in part. SECOND: The prompt and faithful discharge and performance of each agreement of the debtor contained in the Credit Agreement or any other loan document and herein made with or for the benefit of the secured party, for the benefit of the Lenders, in connection with the indebtedness to secure which this instrument is executed, and the repayment of any sums expended or advanced by the secured party for the maintenance or preservation of the property mortgaged herein or in enforcing his rights hereunder. Said debtor hereby declares and hereby warrants to the said secured party that the debtor is the absolute owner of the legal and beneficial title to the said aircraft and in possession thereof, and that the same is free and clear of all liens, encumbrances, and adverse claims whatsoever, except as follows: (None) It is the intention of the parties to deliver this instrument in the state of Ohio Provided, however, that if the debtor, the debtor's successors or the debtor's assigns shall pay said indebtedness and interest thereon in accordance with the terms of the Credit Agreement, any additional commitments to lend under the Credit Agreement have been terminated, and debtor shall keep and perform all and singular terms, covenants, and agreements in this Aircraft Security Agreement, then this Aircraft Security Agreement shall be null and void. It is hereby agreed that, if default be made In the payment of any part of the principal or interest of the indebtedness incurred pursuant to the Credit Agreement secured hereby at the time and in the manner therein specified, or if any breach be made of any obligation or promise of the debtor contained in the Credit Agreement, any other document executed in connection therewith or herewith or security secured hereby, or if any or all of the property covered hereby, be hereafter sold, leased, transferred, mortgaged, or otherwise encumbered without the written consent of the secured party, or in the event of the seizure of the aircraft under execution or other legal process, then the entire amount of the unpaid indebtedness provided for in the Credit Agreement, with the interest accrued thereon, or advanced under the terms of this Aircraft Security Agreement or secured thereby, and the interest thereon, shall immediately become due and payable at the option of the secured party if and as provided by the Credit Agreement. Upon default, secured party, on behalf of the Lenders, may at once proceed to foreclose this mortgage in any manner provided by law, or secured party may at its option, and is hereby empowered so to do, with or without foreclosure action, enter upon the premises where the said aircraft may be and take possession thereof; and remove and sell and dispose of the same at public or private sale, and from the proceeds of such sale retain all costs and charges incurred by secured party in the taking or sale of said aircraft, including any reasonable attorney's fees incurred; also all sums due secured party or any Lender on the Credit Agreement, under any provisions thereof, or advanced under the terms of this Aircraft Security Agreement, or secured hereby, with the interest thereon, and any surplus of such proceeds remaining shall be paid to the debtor, or whoever may be lawfully entitled to receive the same. If a deficiency occurs, the debtor agrees to pay such deficiency forthwith. SDNY_GM_02758608 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245530 EFTA01329993
SDNY_GM_02758609 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245531 EFTA01329994












