described in Schedule I hereto, together with any and all Parts which are either incorporated or installed in or attached to such airframe or required to be subject to the lien and security interest of this Mortgage in respect of such Airframe, to the extent of the Grantor's ownership interest therein. "Caoe Town Convention": collectively. the Aircraft Protocol, the Convention, the International Registry Procedures and the International Registry Regulations. "Certificated Air Cartier": any corporation (except the United States Government) domiciled in the United States of America and (i) holding a Certificate of Public Convenience and Necessity issued under 49 U.S.C. Section 41102 by the Department of Transportation or any predecessor or successor agency thereto, or, in the event such Certificates shall no longer be issued, any corporation (except the United States Government) domiciled in the United States of America and legally engaged in the business of transporting for hire passengers or cargo by air predominantly to, from or between points within the United States of America, and, in either event, operating commercial jet aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, which also is certificated so as to entitle Grantor to the benefits of Section 1110 of Title 11 of the United States Code or any analogous statute with respect to the Aircraft and/or (ii) having certified authority by the FAA to conduct scheduled air cargo transportation under Part 121 of the regulations promulgated under the Act. "Civil Aircraft Registry": the civil aircraft registry maintained by the FAA pursuant to the Act. "Convention": the official English language text of the Convention on International Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, South Africa, as the same may be amended or modified from time to time. "Credit and Security Agreement": the term as defined in the above recitals of this Mortgage. "Engine": each aircraft engine described in Schedule I hereto, together with any and all Parts which are either incorporated or installed in or attached to such Engine or required to be subject to the lien and security interest of this Mortgage in respect of such Engine, to the extent of the Grantor's ownership interest therein. "Event of Loss": any of the following events with respect to any property: (i) loss of such property or of the use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever, (ii) any damage to such property which results in an insurance settlement with respect to such property on the basis of a total loss; (iii) the condemnation, confiscation, seizure or hijacking of, or requisition of title to or use of, such property by private Persons or Governmental Authority or purported Governmental Authority, excluding, however, requisition for use by the United 01199 5086130-3.06649/.0072 SDNY_GM_02761525 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248447 EFTA01331965

SDNY_GM_02761526 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248448 EFTA01331966

States Government or any instrumentality or agency thereof for a period of less than 60 days; (iv) as a result of any rule, regulation, order or other action by the FAA or other governmental body having jurisdiction, the use of such property in the normal course of interstate air transportation shall have been prohibited for a period of six (6) consecutive months; or (v) the operation or location of such property, while under requisition for use by the United States Government, or any instrumentality or agency thereof, in any area excluded from coverage by any insurance policy in effect with respect to such property, if the Grantor shall be unable to obtain indemnity in lieu thereof satisfactory to the Lender from the United States Government. An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event of Loss occurs with respect to such Aircraft, Airframe or any Engine to which is a part of such Aircraft. "FAA": the United States Federal Aviation Administration, or any successor or replacement administration or governmental agency having the same or similar authority and responsibilities. "Governmental Authority": any federal, state, local or foreign governmental or regulatory entity (or department, agency, authority or political subdivision thereof) or any other judicial, public or statutory instrumentality, commission, tribunal, board, court or bureau. "Indemnified Liabilities": those liabilities as defined in Section 7.2 hereof. "International Interest": such interest as ascribed thereto in the Cape Town Convention. "International Registry": the International Registry of Mobile Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry thereto. "International Registry Procedures": the official English language text of the procedures for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "International Registry Regulations": the official English language text of the regulations for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "Irrevocable De-Registration and Export Request Authorization" or "IDEFtA": such de- registration and authorization as provided under the Cape Town Convention and as provided in subsection 6.9 of this Mortgage. Cu t99 5036130-5.066197 0072 SDNYGM02761527 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA )0248449 EFTA01331967

SDNY_GM_02761528 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248450 EFTA01331968

"Lien": any mortgage, security deed, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the tiling of, or agreement to give, any financing statement under the UCC or comparable law of any jurisdiction and, including, without limitation, rights of others under any engine or parts interchange, loan lease or pooling agreement, and any International Interest and/or Prospective International Interest. "Mortgage": this Mortgage as defined in the preamble. "Mortgage Collateral": such collateral as defined in Section 2 hereof. "Obligations": such term as defined in the Credit and Security Agreement, including without limitation all amounts due to the Mortgagee arising under or related to this Mortgage. "Parts": at any time, all parts, components, equipment, instruments, appliances, avionics, radio and radar devices, cargo handling systems and loose equipment that are at such time incorporated or installed in or attached to any Airframe, Engine or Part, to the extent of the Grantor's ownership interest therein. "Permitted Liens": (a) Liens of carriers, warehousemen, artisans, bailees, mechanics and materialmen incurred in the ordinary course of business securing sums not overdue; (b) Liens incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, relating to employees, securing sums (i) not overdue or (ii) being diligently contested in good faith provided that adequate reserves with respect thereto arc maintained on the books of the Grantor, in conformity with GAAP; (c) Liens in favor of Mortgagee; (d) Liens for taxes (i) not yet due or (ii) being diligently contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP and which have no effect on the priority of Liens in favor of Mortgagee or the value of the assets in which Mortgagee has a Lien; (e) purchase money Liens securing purchase money indebtedness to the extent permitted under the Credit and Security Agreement and this Mortgage (and as such terms are defined in the Credit and Security Agreement); and (f) Liens specifically identified as Permitted Liens in the Credit and Security Agreement. "Proceeds": the meaning set forth therefor in the UCC, and shall include, without limitation, the meaning set forth therefor in the Credit and Security Agreement and whatever is receivable or received when any Airframe, Engine or Part is sold, exchanged, collected or otherwise disposed of, including, without limitation, all amounts payable or paid under insurance, requisition or other payments as the result of any loss (including an Event of Loss) or damage to such Airframe, Engine or Part. "Prospective International Interest": such interest ascribed thereto in the Cape Town Convention. "Replacement Engine" as defined in Section 4.11 hereof. S:1516130.5 050497 .:072 SDNYGA402761529 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248451 EFTA01331969

SDNY_GM_02761530 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248452 EFTA01331970

"Tax" as defined in Section 4.3 hereto. "UCC" means the Uniform Commercial Code as the same may, from time to time be in effect in the State of New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Mortgagee's Lien on any Mortgage Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Mortgage relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions; provided further, that to the extent that the term "UCC" is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 shall govern. SECTION 2 GRANTING CLAUSE Mortgage and Grant of Security Interest. To secure the due and prompt payment and performance of the Obligations of the Grantor at any time owing to the Mortgagee, the Grantor hereby assigns, mortgages, transfers and confirms unto the Mortgagee and hereby grants to the Mortgagee a first priority security interest, subject to no other Liens, in all right, title and interest of the Grantor in and to the following property, whether now owned or hereafter acquired (herein collectively called the "Mortgage Collateral"), and agrees that the foregoing, together with the other provisions of this Agreement, creates in favor of the Lender an International Interest in the Aircraft, as collateral security for the prompt and complete payment and performance when due of all the Obligations: (a) the Aircraft (including the Airframe and the Engines) and all replacements thereof and substitutions therefor to which the Grantor shall from time to time acquire title as provided herein, or any replacements or substitutions therefor, as provided in this Mortgage; (b) all logs, manuals, books, records (including, without limitation, maintenance, servicing, testing, modification and overhaul records) and other documents (including, without limitation, any logs, manuals, books, records and documents maintained in electronic form) relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the "Records"), including without limitation, all Records required to be maintained by the FAA or any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the Aircraft, the Airframe or any Engine; (c) all policies of insurance (including, without limitation, any insurance policies required to be maintained by Grantor hereunder relating to the Aircraft, the Airframe and/or any Engine and all payments and proceeds and all rights to payment or compensation received or to be received under any such policies of insurance in respect of any loss or damage to and/or relating to or involving the Aircraft or any part thereof and all compensation and other payments of any kind with respect to the Aircraft, including, but not limited to the insurance required hereunder, under the Credit and Security Agreement and all payments and compensation and rights to payment and/or compensation in respect of any requisition, forfeiture, seizure, detention or other loss of tide to or the use or possession of the Aircraft or any part thereof; O11199 5016130-5.066497,0071 SDNY_GM_02761531 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248453 EFTA01331971

SDNY_GM_02761532 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248454 EFTA01331972

(d) all proceeds (whether cash or non-cash), rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received as a result of, arising from, derived in connection with or otherwise relating to the Aircraft or any part thereof, including, without limitation, all proceeds, rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received relating to or in connection with the sale, lease, hire, charter or other disposition of the Aircraft or any part thereof or the provision of services of any nature whatsoever utilizing the Aircraft or any part thereof; (e) all Proceeds of all or any of the foregoing whether cash or otherwise. SECTION 3 REPRESENTATIONS AND WARRANTIES The Grantor represents and warrants that: (a) The Grantor shall (i) be a "citizen of the United States" as defined in 49 U.S.C. Section 40102(aX I 5Xc), (ii) have good and marketable title to such Mortgage Collateral, free and clear of all Liens other than the Liens permitted by subsection 4.2 hereof, and (iii) duly register in the name of the Grantor, at its expense, the Airframe constituting part of such Aircraft, in accordance with the Act and shall have in full force and effect a certificate of airworthiness duly issued pursuant to said Ad. (b) This Mortgage is in proper form to be duly filed for recordation in accordance with the Act against the Mortgage Collateral, and this Mortgage shall constitute a duly perfected lien on and prior perfected security interest in such Mortgage Collateral, subject to no other Liens (except for Permitted Liens). (c) (i) No International Interest or Prospective International Interest (other than that of Mortgagee) is registered with the International Registry with 19apwt to the Aircraft; (ii) Grantor shall not consent to the registration of any International Interest or Prospective International Interest with respect to the Aircraft (other than any such interest registered in favor of Mortgagee); and (iii) Grantor has not executed an IDERA with respect to the Aircraft in favor of any person (other than Mortgagee) which has not been discharged and removed from the Civil Aircraft Registry in Oklahoma City, Oklahoma. SECTION 4 COVENANTS 4.1 Registration Maintenance and Operation. The Grantor, at its own cost and expense, will: (i) prior to mortgaging any Aircraft hereunder, (A) cause the Airframe included therein to be duly registered, and at all times thereafter to remain duly registered, in the name of the Grantor in accordance with the Act, (B) register, on the International Registry, its consent to the registration of the Mortgagee's International Interest created pursuant to this Mortgage and the other Loan Documents (including any Prospective International Interest) with respect thereto, (C) provide the Mortgagee reasonably satisfactory evidence that there are no International Interests or Prospective International Interests against the Aircraft which are prior and superior to the Lien of this Mortgage in favor of the Mortgagee; (ii) at all times cause to be maintained, Ctit99 5086130-5.066497.0072 SDNY_GM_02761533 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248455 EFTA01331973

SDNY_GM_02761534 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248456 EFTA01331974

serviced, repaired, overhauled and tested each Airframe, Engine, and Part, or other relevant Mortgage Collateral, so as to the good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, and, in the case of each Aircraft, in such condition as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act and to enable such Aircraft at all times to be operated in commercial cargo service in the United States; and (iii) maintain all records, logs and other materials required by the FAA and any other Governmental Authority having jurisdiction to be maintained in respect of such Mortgage Collateral. The Grantor will comply with all material rules and regulations of the FAA. The Grantor agrees that the Airframes, Engines and Parts and any other Mortgage Collateral will not be maintained, used or operated: (A) in violation of any material law, rule, regulation or order (as defined below) of any Governmental Authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to any Mortgage Collateral issued by any such Governmental Authority, except for any violation which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (B) in any area excluded from coverage by any insurance required by the terms of subsection 4.5 hereof, except in the case of a requisition for use by the United States of America, and then only if the Grantor obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said subsection 4.5 covering such area, or as to which the Grantor has otherwise obtained the written consent of the Mortgagee; or (C) in any recognized or threatened area of hostilities unless fully covered to the Mortgagee's satisfaction by war-risk insurance, or unless such Airframe, Engine, Parts or other Mortgage Collateral are operated or used under contract with the government of United States of America under which contract said government assumes liability for any other damage, loss, destruction or failure to return possession of such Airframe, Engine, Parts or Mortgage Collateral at the end of the term of such contract and for injury to persons or damage to property of others or unless the Aircraft is only temporarily located in such area as a result of an isolated occurrence attributable to a hijacking, medical emergency, equipment malfunction, weather conditions, navigational error or other similar unforeseen circumstances and the Grantor is using its good faith efforts to remove the Aircraft from such area. For purposes of this Section 4.1, a "material" law, rule, regulation or order of the FAA or any other Governmental Authority having jurisdiction (domestic or foreign) is one the violation of which may lead to an enforcement action by the FAA or such Governmental Authority or suspension, revocation or limitation of Grantor's authority to operate as a Certificated Air Carrier. 4.2 Liens. The Grantor will not create or suffer to exist any Lien, International Interests or Prospective International Interest upon or with respect to any of the Mortgage Collateral, except for Permitted Liens and any other Liens permitted by the terms hereof and by the Credit and Security Agreement. 4.3 Taxes. The Grantor will pay, and hereby indemnifies the Mortgagee and each Lender from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing being here called a -Tax") which may from time to time be imposed on or asserted against the Mortgagee or any Airframe, Engine or Part or other Mortgage Collateral or any interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority upon or with respect to: (i) any Airframe, Engine or Part, or any interest therein, (ii) the manufacture, (11199 5016i30.5 066491 Ci372 SDNYGM02761535 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248457 EFTA01331975

SDNY_GM_02761536 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248458 EFTA01331976

purchase, ownership, mortgaging hereunder, lease, sublease, use, storage, maintenance, sale or other disposition of any Airframe, Engine or Part, or any rentals or other earnings payable therefor or arising therefrom or the income or other proceeds received with respect thereto, or (iii) this Mortgage; provided, however, that, nothing in this subsection 4.3 shall require the payment of any Tax unless proceedings shall have been commenced to foreclose any Lien which may have attached as security for such Tax, so long as the validity thereof shall be contested in good faith by appropriate proceedings and that Grantor shall have set aside and maintained on its books adequate reserves with respect thereto. 4.4 Possession. The Grantor will not, without the prior written consent of the Mortgagee, except as permitted under the Credit and Security Agreement, lease or otherwise in any manner deliver, transfer, remove or relinquish possession or control of, or transfer any right, title or interest of the Grantor in, any Mortgage Collateral, including without limitation any Airframe, Engine or Part or install any Engine or permit any Engine to be installed, on any airframe other than an Airframe, or permit any Part to be installed on or attached to any airframe or engine other than to an Airframe or Engine. 4.5 Insurance. (a) The Grantor at its own expense shall carry insurance with respect to the Mortgage Collateral as required pursuant to the terms and provisions of the Credit and Security Agreement, together with such endorsements in favor of the Mortgagee (or Lender) as are required by the Credit and Security Agreement. (b) Upon the occurrence and continuance of an Event of Default, all insurance payments received by the Mortgagee (or Lender) or any Grantor with respect to the Mortgage Collateral shall be (if received by the Grantor, immediately paid to the Mortgagee (or Lender)) held and applied by the Mortgagee (or Lender) against the Obligations as provided under the Credit and Security Agreement, or be retained by the Grantor for application to the repair of damage to the Aircraft, Airframe, Engine, or Pan for which such insurance was paid, all in accordance with the terms of the Credit and Security Agreement. 4.6 Modification and Additions. The Grantor, at its expense, shall make such modifications in and additions to the Airframes and the Engines as may be required from time to time to meet the standards of the FAA or other Governmental Authority having jurisdiction. In addition, so long as no Default or Event of Default shall have occurred and be continuing, the Grantor, at its expense, may from time to time make such modifications in and additions to any Airframe or Engine as it may deem desirable in the proper conduct of its business, provided that no such modification or addition shall diminish the value or utility of such Airframe or Engine or impair the airworthiness or operating condition thereof below the value, utility, airworthiness and condition thereof immediately prior to such modification or addition (assuming such Airframe or Engine was of the value and utility and in the condition required by the terms of this Mortgage immediately prior to such modification or addition) and any expenses incurred or related thereto arc in accordance with the terms of the Credit and Security Agreement. 4.7 Reserved. CHI99 5086130.5.066497.0072 SDNYGM02761537 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0)248459 EFTA01331977

SDNY_GM_02761538 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248460 EFTA01331978

4.8 Inspection. Subject to the provisions of Section 6.10 of the Credit and Security Agreement, the Grantor shall permit the Mortgagee by its officers or agents to inspect the Mortgage Collateral, including the Aircraft, and the Grantor's documents and records relating thereto, at all such times during normal business hours as the Mortgagee may from time to time reasonably request; provided that so long as no Event of Default shall have occurred and is continuing such visits shall be limited to two (2) occasions per fiscal year. 4.9 Reserved. 4.10 Citizenship. The Grantor shall at all times be a "Citizen of the United States" as defined in 49 U.S.C. Section 40102(aRI5Re). 4.11 Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe on which such Engine was originally installed, the Grantor shall give the Mortgagee prompt written notice thereof and shall, within 90 days after the occurrence of such Event of Loss, duly subject to the lien and security interest of this Mortgage, in substitution for the Engine with respect to which such Event of Loss occurred, substitute another engine of the same manufacturer and model described on Schedule I attached hereto (or engine of the same manufacturer of an improved model and suitable for installation and use on an Airframe or such other engine acceptable to the Mortgagee) (herein called a "Replacement Engine"), free and clear of all Liens and having a value and utility at least equal to, and being in as good operating condition as, the Engine with respect to which such Event of Loss occurred assuming such Engine was of the value and utility and in the condition and repair required by the terms of this Mortgage immediately prior to the occurrence of such Event of Loss. At the time of such replacement, the Grantor, at its expense, shall (i) furnish the Mortgagee with evidence, reasonably satisfactory to the Mortgagee, of the Grantor's title to the Replacement Engine, (ii) cause a supplement to this Mortgage describing the Replacement Engine to be duly executed and filed for recordation pursuant to the Act, (iii) furnish the Mortgagee with such evidence of compliance with the insurance provisions of subsection 4.5 hereof with respect to such Replacement Engine as the Mortgagee may reasonably request, and (iv) furnish the Mortgagee with such certificates and opinions of counsel as the Mortgagee may request in order to evidence the value, utility and operating condition of the Replacement Engine, the Grantor's title to the Replacement Engine free and clear of all Liens (other than Permitted Liens) and the subjection of the Replacement Engine to the lien and security interest of this Mortgage. Upon full compliance by the Grantor with the provisions of this subsection 4.11, the Mortgagee will deliver to the Grantor an instrument releasing the Engine with respect to which such Event of Loss occurred from the lien and security interest of this Mortgage. For all purposes of this Mortgage, cach Replacement Engine shall, after being subjected to the lien and security interest hereof, be deemed an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereby. 4.12 Further Assurances. The Grantor at its expense will promptly and duly execute and deliver such documents and assurances and take such action as may be necessary, or as the Mortgagee may from time to time request, in order to more effectively carry out the intent and purpose of this Mortgage, to establish, protect and perfect the rights, remedies, liens and security interests created or intended to be created in favor of the Mortgagee hereunder and to comply CHI99 5086110.5.066497.0072 SDNY_GM_02761539 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248461 EFTA01331979

SDNY_GM_02761540 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248462 EFTA01331980

with the laws and regulations of the FAA and the requirements of the Cape Town Convention with respect any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft, or the laws and regulations of any of the various states or countries in which the Mortgage Collateral, including the Aircraft is or may fly over, operate in, or become located in or any other applicable law, including, without limitation, the execution, delivery and filing of UCC financing and continuation statements with respect to the security interests created hereby, registration of any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft with the International Registry, in each case in form and substance satisfactory to the Mortgagee, in such jurisdictions as the Mortgagee may reasonably request. The Grantor hereby authorizes the Mortgagee to file any such statements without the signature of the Grantor to the extent permitted by applicable law. 4.13 Sale of Aircraft. Without the prior written consent of the Mortgagee, the Grantor shall not sell, transfer or otherwise dispose of any Mortgage Collateral, including any Aircraft or enter into any conditional sale, finance lease or any other agreement or arrangement which has the same legal effect as a sale (regardless of whether Grantor retains title to such Aircraft), except as provided in the Credit and Security Agreement. SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral. Whether or not an Event of Default or Default shall have occurred and be continuing hereunder and/or under the Credit and Security Agreement, all payments and proceeds related to and arising from the Mortgage Collateral shall be paid to the Mortgagee and applied in accordance with the terms of the Credit and Security Agreement. SECTION 6 EVENTS OF DEFAULT AND REMEDIES 6.1 Remedies. If an Event of Default under the Credit and Security Agreement shall occur, the Mortgagee may, without notice of any kind to the Grantor, except as otherwise provided herein and to the extent permitted by law, carry out or enforce the actions or remedies provided in this Section 6 or elsewhere in this Mortgage, any applicable rights and remedies specified under the Cape Town Convention, and any rights and remedies otherwise available to a secured party under the UCC and/or the Uniform Commercial Code as in effect at the time in any applicable jurisdiction; provided, however, that such actions and remedies shall be in addition to, and not be deemed to limit, the remedies provided in any Security Document. 6.2 Pecqnsion of Mortgage Collateral. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, without notice, take possession of all or any part of the Mortgage Collateral, including the Aircraft and may exclude the Grantor, and all persons claiming under the Grantor, wholly or partly therefrom. In addition, the Mortgagee shall be entitled to exercise all of their respective rights and remedies as set forth in this Mortgage, under the Loan Documents, and at law with respect to the Mortgage Collateral. At the request of the Mortgagee, the Grantor shall promptly deliver or cause to be delivered to the Mortgagee or to whomsoever the Mortgagee shall designate, at such time or times and place -10- 01199 5016130-5.066497.0072 SDNY_GM_02761541 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248463 EFTA01331981

SDNY_GM_02761542 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248464 EFTA01331982

or places as the Mortgagee may reasonably specify, and fly or cause to be flown to such airport or airports in the continental United States as the Mortgagee may reasonably specify, without risk or expense to the Mortgagee, all or any part of the Aircraft specified by the Mortgagee. In addition, the Grantor will provide, without cost or expense to the Mortgagee, storage facilities for the Mortgage Collateral, including any Aircraft. If the Grantor shall for any reason fail to deliver any Mortgage Collateral or any part thereof after demand by the Mortgagee, the Mortgagee may, without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee, (i) obtain an order from any court having jurisdiction conferring on the Mortgagee the right to immediate possession or requiring the Grantor to deliver immediate possession of all or part of such Aircraft to the Mortgagee, to the entry of which the Grantor hereby specifically consents, or (ii) with or, to the fullest extent provided by law, without such judgment, pursue all or any part of such Mortgage Collateral, including the Aircraft wherever they may be found and enter any of the premises of or leased by the Grantor where such Mortgage Collateral, including the Aircraft may be and search for such Mortgage Collateral, including the Aircraft and take possession of and remove the same. The Grantor agrees to pay to the Mortgagee, upon demand, all expenses incurred in taking any such action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage and the Security Documents. Upon every such taking of possession, the Mortgagee may, from time to time, make all such reasonable expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Mortgage Collateral, including the Aircraft as it may deem proper. 6.3 Sale and Suits for Enforcement. (a) If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee, with or without taking possession of the Mortgage Collateral, including the Aircraft, may: (i) to the extent and in the manner permitted by law, sell at one or more sales, all or any part of the Mortgage Collateral, at public or private sale, at such place or places and at such time or times and upon such terms, including tarns of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Mortgage Collateral shall be at the place of sale; and (ii) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Mortgage Collateral under the judgment or decree of a court of appropriate jurisdiction or for the enforcement of any other right. (b) At any public sale of any Mortgage Collateral, including the Aircraft or any part thereof by the Mortgagee pursuant to paragraph (aXi) above, the Mortgagee may consider and accept bids requiring the extension of credit to the bidder and may determine the highest bidder at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. CHI9i soa6uo-s 066407 0072 SDNY_GM_02761543 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248465 EFTA01331983

SDNY_GM_02761544 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248466 EFTA01331984

(c) The Mortgagee, to the extent permitted by law, may from time to time adjourn any sale under paragraph (aXi) above by announcement at the time and place appointed for such sale or for any adjournment thereof; and without further notice or publication, such sale be made at the time and place to which the same shall have been so adjourned. (d) Upon the completion of any sale under paragraph (aXi) above, full title and right of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser forthwith upon the completion of such sale, and the Grantor shall deliver, in accordance with the instructions of the Mortgagee (including flying any Aircraft or causing the same to be flown to such airports in the continental United States as the Mortgagee may specify), such Mortgage Collateral so sold. If the Grantor shall for any reason fail to deliver such Mortgage Collateral, the Mortgagee shall have all of the rights granted by subsection 6.2 hereof. The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor, in its name and stead, to make all necessary conveyances of any Mortgage Collateral so sold. Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confine any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request. 6.4 Waiver of Aooraisement. etc. The Grantor agrees, to the fullest extent that it lawfully may, that it will not (and hereby irrevocably waives its right to) at any time plead, or claim the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium or redemption law now or hereafter in force, in order to prevent or hinder the enforcement of this Mortgage or the absolute sale of the Mortgage Collateral. 6.5 Remedies Cumulative. No remedy herein conferred upon the Mortgagee is intended to be exclusive of any other remedy, but every such remedy shall be cumulative and shall be in addition to every other remedy herein conferred or now or hereafter existing in law. 6.6 Application of Proceeds. If an Event of Default shall have occurred and be continuing, the proceeds of any sale, lease or other disposition of all or any part of the Mortgage Collateral pursuant to this Mortgage and all other sums realized or held by the Mortgagee under this Mortgage or any proceedings hereunder shall be applied in accordance with the terms of the Credit and Security Agreement. 6.7 Pelav or Omission; Possession of Loan Certificates. (a) No delay or omission of the Mortgagee to exercise any right or remedy arising upon the happening of any Default or Event of Default shall impair any right or remedy or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence therein; and every right and remedy given to the Mortgagee by this Section 6, the Loan Documents or by applicable law may be exercised from time to time and as often as may be deemed expedient by the Mortgagee. (b) All rights of action under this Mortgage may be enforced by the Mortgagee without the possession of the Notes or any other instillment or document evidencing any obligation or the production thereof in any proceeding. - 12 - CHM 30$61304.066497.0072 SDNY_GM_02761545 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248467 EFTA01331985

SDNY GM 02761546 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024846% EFTA01331986

6.8 Mortgagee's Right to Perform for the Grantor. From and after the occurrence and continuance of an Event of Default, if the Grantor fails to perform or comply with any of its agreements contained herein, the Mortgagee may perform or comply with such agreement, and the amount of the reasonable out-of-pocket costs and expenses incurred in connection with the performance or compliance with such agreement (together with interest thereon at the Default Rate) shall be payable by the Grantor to the Mortgagee on demand and shall be secured by the lien and security interest of this Mortgage. 6.9 Deregistration. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee, procure the deregistration of the registration of the Aircraft and export the Aircraft to a jurisdiction of the Mortgagee's choice pursuant to the IDERA and as authorized by the Cape Town Convention. The Grantor agrees to pay to the Mortgagee, upon demand, all reasonable out-of-pocket expenses incurred in taking any such action, including reasonable attorney fees; and all such expenses and fees shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage. At the request of the Mortgagee, the Grantor will execute and deliver an IDERA to the Mortgagee to be filed with the FAA. 6.10 Speedy Relief Remedies. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, pending final determination of its claim in any court proceeding, obtain speedy relief in the form of on order providing for (i) preservation of the Mortgage Collateral and its value; (ii) possession, control or custody of the Mortgage Collateral; (iii) immobilization of the Mortgage Collateral; (iv) lease or, except where covered by sub-paragraphs (i) to (iii) of this subsection 6.10, management of the Mortgage Collateral and the income therefrom, and (v) sale and application of proceeds therefrom. SECTION 7 MISCELLANEOUS PROVISIONS 7.1 Amendments. etc. No amendment or waiver of any provision of this Mortgage, nor consent to any departure by the Grantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Mortgagee and the Grantor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 7.2 Indemnification. The Grantor agrees (a) to pay or reimburse the Mortgagee for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Mortgage and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, (b) to pay or reimburse the Mortgagee for all its costs and expenses incurred in connection with the enforcement or preservation of any tights under this Mortgage and any such other documents, including, without limitation, the fees and disbursements of counsel to the Mortgagee, (c) to pay, indemnify, and to hold the Mortgagee harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation of - 13 - CH199 5066130-5066497 0072 SDNY_GM_02761547 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248469 EFTA01331987

SDNY_GM_02761548 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248470 EFTA01331988

any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Mortgage and any such other documents, and (d) to pay, indemnify, and hold the Mortgagee and each Lender harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Mortgage and any such other documents (all the foregoing, collectively, the "Indemnified Liabilities"), provided that the Grantor shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the Mortgagee. The agreements in this subsection 7.2 shall survive termination of the Credit and Security Agreement and satisfaction of the Obligations thereunder. 7.3 Reserved. 7.4 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing or by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or four (4) business days after being deposited in the United States mail, certified or registered mail postage prepaid, or one (1) business day after being deposited with an overnight courier of national reputation, or upon receipt of confirmation of successful transmission with respect to any notice or communication sent via facsimile, to the addresses set forth in the Credit and Security Agreement. 7.5 Continuing Lien and Security Interest: Transfer; Release of Mortgage Collateral; Termination of Mortgage. (a) In addition to the other Security Documents, this Mortgage shall create a continuing lien and security interest in the Mortgage Collateral and shall (i) remain in full force and effect until payment and performance in full of all of the Obligations, (ii) be binding upon the Grantor, its successors and assigns, and (iii) inure to the benefit of the Mortgagee, and its successors, transferees and assigns. (b) Upon the indefeasible payment and performance in full of all of the Obligations, the lien and security interest granted hereby and in the Security Documents shall terminate. Upon any such termination, the Mortgagee will, at the Grantor's expense, execute and deliver an appropriate instrument evidencing such termination of this Mortgage. 7.6 Governing Law. (a) THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (b) THE PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY - 14 - CHI99 50861304.066497PM SDNY_GM_02761549 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248471 EFTA01331989

SDNY_GM_02761550 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248472 EFTA01331990

CLAIMS OR DISPUTES BETWEEN GRANTOR, ON THE ONE HAND, AND MORTGAGEE, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED, THAT MORTGAGEE AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE MORTGAGEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE MORTGAGE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF MORTGAGEE. THE PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. (c) THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION. SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN MORTGAGEE AND GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO. (d) THIS AGREEMENT SHALL BE DEEMED DELIVERED IN THE STATE OF NEW YORK FOR PURPOSES OF TITLE 49 U.S.C. § 44108 OF THE ACT. 7.7 Severability. The invalidity of any one or more of the provisions of this Mortgage shall not affect the remaining provisions of this Mortgage should any one or more provisions of this Mortgage be held by any court of law to be invalid; nor should any such court holding operate to render this Mortgage invalid or to impair Mortgagee's lien and security interest in any of the Mortgage Collateral, as this Mortgage shall be construed as if such invalid provisions had not been contained herein. 'Balance of Page Intentionally Left Blank. Signature Page Follows. - 15 - 01199 50$6130.3.066497,0072 SDNY_GM_02761551 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248473 EFTA01331991

SDNY_GM_02761552 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248474 EFTA01331992

IN WITNESS WHEREOF, the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. FLIGHT OPTIONS, LLC FO FINANCING, LLC By Name: Bret Wiener Title: Vice President 0099 X013 04.0E64197.0072 SDNY_GM_02761553 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248475 EFTA01331993

SDNY_GM_02761554 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248476 EFTA01331994

IN WITNESS WHEREOF, the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. FLIGHT OPTIONS, LLC By Name: Title: FO FINANCING, LLC By Name: Bret Wiener Title: Vice President 0099 30861304.066497 .0073 SDNY_GM_02761555 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00248477 EFTA01331995

SDNY GM 02761556 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248478 EFTA01331996

Exhibit A Credit and Security Agreement [Not included for purposes of confidentiality.] CHEW 93690.5.065497.0072 SDNY GM 02761557 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248479 EFTA01331997

SDNY GM 02761558 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248480 EFTA01331998

Schedule 1 Aircraft: Airframe and Eng nese Make Model Reg. No. Serial No. Engine Make Engine Model Engine Serial No. Percent Owned*** RAYTHEON AIRCRAFT COMPANY ' model 400A N493LX RK-244 PRATT & WHITNEY CANADA JT15D-5 PCE-JA0257" 21.875% RAYTHEON AIRCRAFT COMPANY model 400A N493LX RK-244 PRATT & WHITNEY CANADA JT15D-5 PCE-JA0256" 21.875% *Each of which Engines is cap ble of 1750 lbs or more of thrust or has 550 or more rated takeoff horsepower or the equivalent thereof. "Described as model RI 5D SERIES with serial numbers A0257 and JA0256 on the International Registry drop down menu. "Aircraft used herein references Grantor's undivided 21.875% interest in the Aircraft and Engines. CHIP) 4911636-2.00497.0063 SDNY_GM_02761559 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248481 EFTA01331999

AUG VV CO 2 414 02 HOW 6002 us tiotivuts!: .3`.1 1.O140111V VVJ HIM 11311J SDNY_GM_02761560 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248482 EFTA01332000

DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000922866 Orig ret'd to MOT SDNY_EPO_02761561 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248483 EFTA01332001

SDNY GM 02761562 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248484 EFTA01332002

FORM APPROVED OMB NO. Z120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION imisestAL ANATIOM Aglafeestuthoshooste SIONIIKINn AMMOPIALMCAL COMA AIRCRAFT RECILSTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER N 4931x AIRCRAFT MANUFACTURER • MODEL . Ray-thenn Airrraft rempany idflOA AI -.... SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Cheek Onto NU) O I. Indivklual 0 2. PaRTIFTSRIP O 3. Corporation lif 4. Co-owner O 5. Govt. O 8. m e Corporation NAME OF APPLICANT (Person(s) shown on evidence el ownership. a individual. last first name and middle initial.) give name. / 14.) Flight Options LLC 21.875% of 100% ell' ee Attachment det,4.f ci 4, —c2_2--CCO TELEPHONE NUMBER: ( ) ADDRESS (Permanent malting addroaa for first applicant tad.) (II P.O. BOX is used. physical address must &so bo shown ) Fl i ght Options LLC Number and street 26180 Curti ss-Wright Parkway Rural Route: PO. Box. CITY Richmond Heights STATE OH ZIP CODE 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A faum or dishonest answer to any Question in this appecallen may bo °Monde for punishment by Ilne and I Of linprisonmeni N.S. Code. Title 18. Sec. 1001)- ill CERTIFICATION VINE CERTIFY: (1) That the above aircraft Is owned by the undersigned applicant. who Is a citizen (including corporadons) of the united States. (For voting bust. give name of trustee: . ) or- CHECK ONE AS APPROPRIATE: a. 0 A resident alien, with Men registration (Form 1.151 or Form 1.551) No. b. 0 A nonOitizim corporation organized and doing business under the laws 0$ (state) and Said aircraft Is based and primarily used In the United States. Records or flight hours are avallabeofor inspection at (2) That the ain:reft le not registered under the laws of any loteign country: and (3) Thal legal evidence of ownership in attached or has been red with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAM BELOW SIGNATURE gli IS Z 1 1 g xi SIGNATU ' LE Executive Vice PresidenfATE of Flight Options, LLC I -a9-191 S A RE James P. Miller TITLE DATE SIGNATURE TITLE DATE NOTE Pending receipt ol the Certificate of Aircraft Registration. the drcrall may be operated for a period not in excess of 90 days. dunng which time the PINK espy of this aPfiticabon must be carried In thu ,thclafl AC Form 8050-1 (5/03) (0052-00-628-900T) SDNY_GM_02761563 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_DO248485 EFTA01332003

VINO,,v1)10 A_LIO 17P.' 6h T Lid 80 NIJP 6003 Noi..cp•ai r, ur: idViJOUIV (7:-.111.4 SDNY_GM_02761564 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248486 EFTA01332004

ATTACHMENT TO AIRCRAFT REGISTRATION 1.) 2.) 3.) 4.) 6.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14) 15.) 16.) Reg e Model SIN#: Name of Applicant: Southeastern Mills, Inc. APPLICATION dada f-iag---09 N493L X Address: Shown on Original form hereto Raytheon Aire/aft Company 400A RK-244 Owning an undivided Interest of: 12.50% of 100% Samair, Inc. 6.25% of 100% Shown on Original form hereto Ascent II, LLC 3.125% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto JHPH, LLC 6.25% of 100% Shown on Original form hereto George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto Ernerll Air, LLC 6.25% of 100% Shown on Original form hereto Air Leader, Inc. 3.126% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - Trustee 6.25% of 100% Shown on Original form hereto Mountvllle Mills, Inc. 6.25% of 100% Shown on Original form hereto Robert L Emery & Dana M. Emery - Trustees 6.25% of 100% Shown on Original form hereto Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto Signatures: /117 A James P. Miller Date: Executive Vice President of Flight Options. LLC Acting as Attorney-In-Fact for #1.2,3,4,5,6,7,8,9,10,11.12,13 By signing above. the applicant agrees and stipulates (I) to Si. terms, conditions and certification of the AC Form 8050-1 Airmail Registration Application. to which this page 3 attached (the *Application,. (II) that all of the Mformation sot forth on the Application Is Ins and arced as of this dale. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. Oath of with when so executed and delivered shall be an original but all such counterparts shall together constitute but one and the same appacation. SDNY_GM_02161565 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248487 EFTA01332005

SDNY_GM_02761566 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248488 EFTA01332006

FORM APPROVED OMB NO. 2 I 20-0042 UNITED STATES OF AMERICA B. & IEPM11ENT If IMIRPORARINIBBIIIMARNIAIMINISRAMN AIRCRAFT BILL OF SALE 1 Write In TAN Bbck 1 Do FNot OR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 871 DAY OF JAN., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 12.50% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 090281353251 $5.00 01/28/2009 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 61" OF JAN., 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP. AU. MUST N.) TITLE (TYPED OR PRINTED) RAF REAL ESTATE EXECUTIVE VICE PRESIDENT SERVICES, LLC MES P. MILLER OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR RAF REAL, ESTATE SERVICES, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02761567 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248489 EFTA01332007

rik0 517,EVp:• Hiroo 64 r d oe Nourui c.... ' Vtig '" 6001 ii -137u3 ,737/d 8/V SDNY_GM_02761568 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248490 EFTA01332008

FAA PARTIAL RELEASE FO Financing, LLC (the "Secured Party") as secured party under the Security Agreement described and defined on Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Releases Aircraft Interest described and defined on Exhibit A attached hereto. As to all collateral covered by the Security Agreement except the Released Aircraft 8 8 0 a Interest, the Security Agreement shall remain in full force and effect. o to 0 3 Name: Bret Wiener Dated this day of wµ,)YV • ..?4 -1 401 *4 1) .6iA42 .CIP‘.•10. jr6 71•9 51 % " SOU 0 .t.M.tr I: v., \I. 01I ad est to • - ‘1°,- i•0 " - , 2008. FO Financing, LLC By: X47 Title: Vice President SDNY_GM_02761569 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248491 EFTA01332009

Allov4:21roo Ce c „ iild h u8 Not/ OZ 800? .fr,, ifIsroLzu , 0377fuozofr SDNY_GM_02761570 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248492 EFTA01332010

EXHIBIT A FAA RELEASE Security Agreement Aircraft Security Agreement dated 12-13.2007 between FO Financing, LLC as secured party and Flight Options, LLC as debtor, recorded by the Federal Aviation Administration on 06-12-2008 as conveyance number AM00O5OO . Aircraft Security Agreement dated 12-13-2007 between FO Financing, LLC as secured party and Flight Options, LLC as debtor, recorded by the Federal Aviation Administration on 06-12-2008 as conveyance number AM00O50 i . Released Aircraft Interest Eighteen and three-quarters percent (18.75%) undivided interest (representing a partial interest conveyed to Flight Options, LLC) in and to the aircraft described below (the "Released Aircraft Interest"). Aircraft One (1) Raytheon Aircraft Company 400A bearing manufacturer's serial number RIC-244 and United States Registration Number N493LX(N793TA), together with two (2) Pratt & Whitney Canada JT15D5 aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 (collectively the "Aircraft"). SDNY_GM_02761571 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248493 EFTA01332011

V;108p. A.Lto 7%10 t , veitri,vo lild , h 33(x; NOttifyisio., • 'di ilim-j'a!,;:pioult, SDNY_GM_02761572 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248494 EFTA01332012

DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000691723 N493LX, see recorded conveyance AM00501 Doc ID 3922 SDNY_GM_02761573 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248495 EFTA01332013

SDNY_GM_02761574 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248496 EFTA01332014

FORM APPROVED OMB No. 212042042 CERT. ISSUE DATE UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION MIACeseUltem. cans mown AWAROM ananentactiess mONRONITY AIRCRAFT REGISTRATION APPLICATION UNITED STATES REGISTRATION NUMBER N 4411 X AIRCRAFT MANUFACTURER a MODEL rrITIR'41 4/ mR,B6049M /Xr caft RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Cheek one boa) O 1. InfahrMIMI O 2. Partnerthip O 3. Corporation (2 4. Co-owner O 5. Gov't. O 8. Perth-Clthen Comoradon NAME OF APPLICANT (Pereon(e) shown on evidence of ownership. It Individual, give Iasi name. fret name. and ne0c5e Weak) 15.) Flight Options, LLC 9.375% of 100% Illi (See Attachment cia-i-cel 0/-le — Og) TELEPHONE NUMBER: ( ) Is address must also be shown.) ADDRESS (Permanent manna address for Bra applicant listed.) (of P.O. BOX used. physical Flight Options, LLC Number net: 26180 Curti ss - 4Might end Rural Route: P.O. Sot CITY Richmond Heights STATE OH ZIP CODE 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false Or dishonest sneer to any quieten In this application may be grounds toe punishment by fine and / or imPrilienntern (U.S. Cale. TAW 18. Sec. 1001). 41111 CERTIFICATION IAIVE CERTIFY: (1) That the above lenliBh Is owned by dive undersigned applicant. who is a citizen (including corporations) of the United Stales. (For Wang Male glve name of Mates: . ) or CHECK ONE AS APPROPRIATE: A iniseibllian (Poem 1-151 or Form I -56f) No. is I:3 resident alien. with alien b. El A non-citizen cowtoratIon organized and doing business order the laws of (slate) and said abash Is based and primarily used in the United Elates. Radon:Is or flight hours are available tor inspection al (2) That the aircraft le nol registered under the laws of any foreign country: she (3) That legal evidence of ownership Is attached or has been Mod with the Federal Aviation Administration NOTE: If executed for oo-ownershlp all applicants must sign. Use reverse side It necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF THIS APPUCEION MUST BE SIGNED IV lilt SIGNATURE TITLE Chief Financial Officer°. WE of Flight Options, LLC / rla - O3 ( SI TURE race Boyle TITLE 0qe5 DATE SIGNATURE TITLE DATE NOTE Pending receipt of the Ceneicate al Aircraft Registration. the Stash may be operated to • period not In excess of SO days. during which lime the PINK copy al this ilpizacallon must be carried in the Sera AC Form 8050-1 (5/03) (0052-004328-9007) SDNY_GM_02761575 o. O -a O O co SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248497 EFTA01332015

• • VW01-W1NO A1.10VHOI-IV1U0 OS 1 GM 2T d39 B002 tC:'1.OO11.S1338 IdVel381V VVJ Him 03112 SDNY_GM_02761576 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248498 EFTA01332016

ATTACHMENT TO AIRCRAFT REGI§TRATION APPLICATION diuket Reg #: N493LX Model: Raytheon Aircraft Company 400A S/N#: RK-244 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) Name of Applicant: Southeastern Mills, Inc. Owning an undivided Interest of: 12.50% of 100% Address: Shown on Original form hereto SameIr, Inc. 6.26% of 100% Shown on Original form hereto Ascent II, LLC 3.125% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto RAF Real Estate Services, LLC 12.50% of 100% Shown on Original form hereto JHPH, LLC 6.26% of 100% Shown on Original form hereto George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto Emeril Air, LLC 6.25% of 100% Shown on Original form hereto Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - Trustee 6.26% of 100% Shown on Original form hereto Mountvllle Mills, Inc. 6.25% of 100% Shown on Original form hereto Robert L. Emery & Dana M. Emery - Trustees 6.25% of 100% Shown on Original form hereto Two Big Bears, LLC 6.26% of 100% Shown on Original form hereto Signatures: Title: Date: Chief Financial Officer of Flight Options, LLC Acting as Attorney-in-Fact for #1,2,3.4,5.6.7.8.9.10.11.12,13,14 1-101-og by signing above, the applicant agrees and stipulates (I) to the laws. condiews and oendication of the AC Form 8050-1 Airaeft Registration Application. to Much the page Is attached (the 'Application', (II) that al of the inSonnalion sal loch on the Appration is true and correct as of INS date, and (Ill) the Application may be executed by the co-owners by crawling separate counterpart signature pages. each or which when so executed and delivered shall be on edpnN. but all such counterparts shall together constitute but one and the same application. SDNY_GM_02761577 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248499 EFTA01332017

OS 1 td ci 21 d3S sp icucani so • n y ,. • ""-Ireuu fY •-•)4"4 03V SDNY_GM_02761578 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248500 EFTA01332018

FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA I. S. BEHABBII If BANIPSHABINFOIBIAL Annul AMUSSMATIM AIRCRAFT BILL OF SALE TNs ° F rim WO In OR FM USE Block ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THISIcr DAY OF SEPT., 2008 HEREB SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) TWO BIG BEARS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS. O1-1 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 DAY OF SEPT., 2008. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (N INK) (IF EXECUTED FOR CO-OWNERSHW. ALL MUST SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC . 1CIA- CHF FINANCIAL CHIEF BRUCE B YLE OFFICER ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050.2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 082561441427 $5.00 09f12/2008 SDNY_GM_02761579 0 8 0 3 0 • S 0 S 0 (0• • N O CO N SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248501 EFTA01332019

SDNY_GM_02761580 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248502 EFTA01332020

U.S. Department of Transportation Federal Aviation Administration Date of Issue: September 3, 2008 Flight Standards Service Aircraft Registration Branch. AFS.750 FLIGHT OPTIONS LLC SOUTHEASTERN MILLS INC ET-AL CIO FLIGHT OPTIONS LLC 26180 CURTISS WRIGHT PKWY RICHMOND HEIGHTS, O11 44143-1453 HAND DELIVERED TO IATS IN THE PD ROOM P.O. Box 26604 T086430 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Oct 03, 2008. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. cid-n.414410 for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration A?S.750.FAX-4 (1005) SDNY_GM_02761581 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248503 EFTA01332021

SDNY_GM_027615132 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248504 EFTA01332022

F Declaration of International Operations The Owners listed below: 1.) Southeastern Mills, Inc. 2.) Ascent II, LLC 3.) Prime Time Associates, LLC 4.) Dockery Leasing Corporation 5.) George H. Davis. Jr. 6.) Mountville Mills, Inc. 7.) Same'''. Inc. 6.25 % of 100 % 8.) RAF Real Estate Services, LLC 9.) JHPH, LLC 6.25 % of 100 % 10.) Robert L. Emery 8, Dana M. Emery - Trustees 6.25 % of 100 % 11.) Wells Fargo Bank Northwest, N.A. - Trustee 6.25 % of 100 % 12.) Emerll Air, LLC 6.25 % of 100 % 13.) Air Leader, Inc. 3.125 % of 100 % 12.50 % of 100 % 3.125% of 100% 6.25 % of 100% 6.25 % of 100 % 3.125 % of 100 % 6.25 % of 100 % 12.50 % of 100 % 1 .) Flight Options, LLC tarl% of 100 % as the owner(s) of aircraft N493LX , Manufacturer Raytheon Aircraft Company Model 400A Serial Number RK-244 declares that this aircraft is scheduled to make an international flight on September 10. 2008 as flight number 1 departing, Richmond Heights, Ohio, Cuyahoga County Airport with a destination of Peterborough Ontario, Windsor Ontario Airport Expedited registration in support of this International flight is requested this 2nd day of September 2008 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United States, knowingly and willfully makes or uses any false writing or document knowing the same to contain any materially false. fictitious or fraudulent statement of representation shall be lined under Title 18 United States Code or imprisoned not more thant 5 years. or both. 18 U.S.C. 1001(a) Name of Owner(s): SEE LIST ABOVE Signature: Typed Name of Signer: James P. Miller Title: Vice President of Flight Options. LLC Acting as Attorney-In-Fact for Signature: Typed Name of Signer: James P. Miller # 1 .3 4.5.6.7.8.9.10.11.12,13. Title: Vice President of Flight Options. LLC for # 1?-1. Pit Me ≤end F1W fo lATS Return Certificate of Registration to Return Certificate of Rerzis:.,:it'.:Ir to I.A.T.S LA.T,,s SDNY_GM_02761583 0 • P., 0 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248505 EFTA01332023

C. Vi101.:11)10 ),113 rr WV1)10 VJ 311J SDNY_GM_02761584 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248506 EFTA01332024

0 0.a. Csesstvnere or tn. =inn..., Fecund minim Adnenistretion ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS .Special Registration Nomta 144931JC Alranft Mite and Model RAYTHEON AIRCRAFT COMPANY 400A Present Registration Number MOSTA Serial Number PK-744 Issue Die: AI IC 2CO3 ICAO AIRCRAFT ADDRESS CODE FOR µMILK - S1416113 FLIGHT OPTIONS LLC ET AL FLIGHT OPTIONS LLC 26110 CURTISS WRIGHT PKWY RICHMOND HEIGHTS OH 44143-1453 LI iiIiIiiIi AM dui LAM iilil i Linde LILL.. MA Thu is mut nithally. to change the United Susi registration ember on the 'bow described merit to the mond resideution numbs shout. Cony Mikan, or ma fpm the awed whether with the old retweician certificate as Maim anther* to cperete the sheaf pcnlina rat* of wised ocrItficate of ceeistranew Obtain • revised taut-Kok of etwooltiness horn yonr ra- w rued Strata:0s Dinsitt Office. The hint FAA Form 11.10-6. *Shift For Altworthinets on file h dated: UN Ol, 1999 The eirworlIttens dassifincloo tad nallteeY: STANDARD INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Ch41 Aviation Regicay. APS-250, within 5 days after the special tegistatIon number is placed on the airctalt A raised certitkate will then be issued The aittioriey so use the special number 'Rohn Aug 16 2009 CERTIFICATION: I oat& cm the Mash detuitxd stone. Signature oft:mum OS special ' neither was plead nrrunn rORM TO: Cm/ Aviation Regiary, AES-750 P O. Box 25504 Oldshores City, Oklahoma 73125-0504 Executive Vice President Tier of Omit Doc Mont on Aircraft: q 3- Of AC )DRM WAS44 (17005) Soprani., enNw Ullia• Rekut‘ CeOcate ot ReTsttatsoo to ‘fiCS Return cerf4cato of R • LA. T„ s g'-n ;.) a 3 O go 00 la SONY_GM_02761515 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248507 EFTA01332025

• VHO '1.40 Am TS OT WU £ d3S 800? NO11411'::' LMIOUIV TVS 11.1 r•311i 1 SDNY_GM_02761586 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248508 EFTA01332026

FORM APPROVED OMB No 21200042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FIDDXRAL Aviation Aobradirnmencohtake rdoesnOWEY AfittOsuarriCAL COMM AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER l.ki 791TA AIRCRAFT MANUFACTURER & MODEL RAyttloon Aircraft Company 4004 MAC SERIAL NO. MC -244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) O 1. IndivIckial O 2. Partnertallp 0 3. Corporation ) 4. Co-owner O 5. Gov't 0 B. N°hCl iratrn Corpo on NAME OF APPLICANT II Individual. lest first name. and mane ) (Pen/call shown on evidence Of Ownership. give nem*. .nit(at 14.) Flight Options, LLC 15.625% of 100% ¶ • see Attachment cutd. s,n_026 TELEPHONE NUMBER: ( ) ADDRESS (Permanent melting address Ice first applicant listed.) (II P.O. BOX Is used. physical address must also be shown.) Flight Options, LLC Number and stint: 26180 Curti ss—Wright Parkway Rural Rau*: P.O. Box: CITY Richmond Heights STATE I t 22P OH CODE 143 C CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion R9LIST be completed. A false or dishonest answer to any question n this appaceiton may be grounds lot punishment by fine and i or imprisonment (U.S. Code. Title IS. Sec. 1001). CERTIFICATION E CERTIFY: (I) That the above aircraft is owned nY me undersigned applicant, who is a caftan (lnctuding corporations) 01 the United Stales. (For voting trust give name of trustee: I on CHECK ONE AS APPROPRIATE: e. O A resident Mon. with alien registrinkm Worm I-151 of Form 1.5511 No b. O A non-citizen corporation organized and doing business under the laws of (Male) end said Micron, Is based and primarily used in the United Stales. Records or flight hours we available tor Inspocaon al (2) That the aircraft is not registered under the laws at any torsion country: and 13) That legal evidence of ownership is *tune or has been teem with the Federal Aviation Administration. NOTE: If executed 10( 03-0Wnorshlp all applicants must sign. Uso reverse side it necessary. TYPE OR PRINT NAME BELOW SIGNATURE El .- ,i 9 x t 2 i 1 g 5 ' a SIGNATUR . 'T Chief Financial Officer of Flight Options, LLC DATE gegg-Ce SI NATURE Bruce Boyle TITLE DATE SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Mcrae: Registration. the aircraft may be operated lot a period ROI in excess Of 90 days. owing which lime the PINK copy ol this application must be canted In the aircraft. AC Fart 8050-1 (5/03) (0052-0D-828-9007) SDNY_GM_02781587 O co -0 a C. CD TJ O O O co - • - SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00248509 EFTA01332027

• • VPIC, '1 NO Ai v - V1NO Lh I Ud sz onu 9003 2vuouiv VV H SDNY_GM_02761588 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 002485!0 EFTA01332028

ATTACHMENT TO AIRCRAFT ATION APPLICATION g./$.- 0 t Reg it N793TA Model: Raytheon Aircraft Company 400A SIN#: RK-244 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) Name of Applicant: Southeastern Mills, Inc. Owning an undivided Interest of: 12.50% of 100% Address: Shown on Original form hereto Samair, Inc. 6.25% of 100° Shown on Original form hereto Ascent II, LLC 3.125% of 100% Shown on Original form hereto Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto RAF Real Estate Services, LLC 12.50% of 100% Shown on Original form hereto JHPH, LLC 6.25% of 100% Shown on Original form hereto George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto Emeril Air. LLC 6.25% of 100% Shown on Original form hereto Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - Trustee 6.26% of 100% Shown on Original form hereto Mountville Mills. Inc. 6.25% of 100% Shown on Original form hereto Robert L. Emery & Dana M. Emery • Trustees 6.25% of 100% Shown on Original form hereto Signatures: Title: Chief Financial Officer of Flight Options. LW Acting as Attorney-in-Fact for #1,2,3,4.5.6,7,8,9.10.11.12.13 Date. By signing above. trio applicant agrees and stipulates (I) to the terms. conditieme and cenificatko d the AC Fenn 8050-1 SUicsa It Reggie Olsen Appliciiii0A to which this page Is attached (the 'Appication-). (II) that all of the information Set torn on the Appicalmn is Rue and pored as at this date. and (III) the ANAMelcan may be °nailed by the co-owners by executing separate Counterpart signature pages. each of which Mien SO executed and desvereri shall be an original. tot all Such cariterpasts shall together conststute tut one and the same application SDNY_GM_02761589 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248511 EFTA01332029

VI10- .1” Alla VI V1NO Lh T Wd 87. onu 0002 mouvr.v.. .1. .LA18021111 V114 I41 •31l4 SDNY_GM_02761590 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002485 12 EFTA01332030

2 FORM APPROVED OIAB NO. 2120-0042 UNITED STATES OF AMERICA R.S. IMAM* IFSMISPIRTAMII MAL MUNN MINISTRATION AIRCRAFT BILL OF SALE Do F Not WM Innis Block OR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 18n4 DAY OF AUG., 2008 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INiTIAL ) FLIGHT OPTIONS, LLC 3.125% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 082411407237 $5.60 08/2812(.108 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 le OF AUG., 2008. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (5) IIN INK) (IF EXECUTED FOR CO-OWNERSHIP. ALL MUST IGN TITLE (TYPED OR PRINTED) CORPORATE JET CHIEF FINANCIAL OFFICER PARTNERS, LLC BRUCE OYLE OF FLIGHT OrnONS, LLC ACTING AS ATTORNEY- IN-FACT FOR CORPORATE JET PARTNERS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING. HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VAMP( OF THE INSTRWAENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02761591 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00248513 EFTA01332031

ViiC• • 1NO •IY1NO Lh i Wei 9Z 519 8*3 d8 IIOIJVl!1 liY8OVIV tPli t3114 SDNY GM 02761592 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248514 EFTA01332032

A Insured Aircraft Title Service, Inc. P.O. Box 19527 Oklahoma City, Ok 73144 4949 SW 99th Sabel Oklahoma City, Ok 73159 e-mail ada FAX web ski: FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Date: August 4, 2008 Dear Sir/Madam: Please Reserve N in NAME ONLY for: ****** not*••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• iin•••••••••••••••••••••••••• N# Change Request Please Reserve N 493LX and assign for the following aircraft N 793TA Make Raytheon Model 400A Serial 8 RK-244 Which is (1) being purchased by XX (2) registered to Flight Options, LLC Payment of the required 210.00 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: Requested by: anct gie Risley SDNY GM 02761593 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248515 EFTA01332033

VPI0HV1)10 Alla M0WN° EIS T Wd h gnu 8002 EilIVELS103U 1011311IV VV4 IIIIM 031Id SDNY_GM_02761594 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002485 I 6 EFTA01332034

U.S. Department of Transportation Federal Aviation Administration Date of Issue: July 28, 2008 Flight Standards Service Aircraft Registration Branch. AFS-760 FLIGHT OPTIONS LLC SOUTHEASTERN MILLS INC ET-AL FLIGHT OPTIONS LLC 26180 CURTISS WRIGHT PKWY RICHMOND HEIGHTS, OH 44143-1453 1,111111.11.1,11,111111111mIldnill,11.,161111,1,1,m11,1 HAND DELIVERED TO IATS IN THE PD ROOM P.O. Box 25500 Oklahoma City. Oklahoma 73126-0604 T085575 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N793TA RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Aug 27, 2008. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX-4 (10105) SDNY_GM_02761595 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248517 EFTA01332035

SDNY_GM_02761596 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248518 EFTA01332036

T A Fd -bk) Ins re Aircra 'tie Service, Inc. S P.O. B 19527 Oklahoma City, Ok 73144 Oklahoma City, Ok 73179 F. Federal Aviation Administration Aircraft Registry Gentlemen: Please issue a duplicate certificate on the aircraft herein described: Date: N -113Ti Make Model S/N 4-09A 12K-atiLi to the present registered owner: Op inns LIZ • Certificate has been lost in mail • Customer has misplaced the certifica • a 0,to L N i k ••••Please issue a Flying Time Wire for this aircraft to Insured Aircraft Title Service, Inc. in the Public Documents room. Thank you, By: P Documentation Specialist Return Certificate of Registration to I.A.T.S Return Certificate of Registration to I.A.T.S 082071400324 82.00 07/25/2008 Return Certificate of Registration to I.A.T.S at- SDNY_GM_02761597 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248519 EFTA01332037

V$101W1)10 Ally VPI0HIM0 66 I tici SZ TIP 8012 88 NORV LS1931110113211V VV IL H.LIM 03114 SDNY_GM_02761598 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248520 EFTA01332038

0 U.S. Depertnert al Transportation Federal Aviation Administration mom OPTIONS LAC Er Al. CAMTS PD ROOM Dear Sirs: faye Stoulaids Ornate Akin* Rtiglairatleal Smith. AM 750 P.O. Pea 2.1111 MEM June 3, 2008 'The FAA Aircraft Registry issued an AC Form 8050-64, Assignment of Special Registration maths, on JIM IS 2007 This form authorized the use of special registration mark N4931-;( on WatEal AIRCRAFT' COMPANY 400A aircraft, 'mint number JtK-244 N79YIA. The authorization form was to hove been signed and returned to this office within 5 days after the special registration number tau painted on the aircraft. It has not yet been received. Clarification as to the status of the number change is Ended so that the certificate of registration may be issued reflecting the cornet registration number. Please furnish this clarification by checking the applicable block and signing below. 0 The special registration mark HAS BEEN painted on the aircraft X The special registration mark HAS NOT BEEN painted on the aircraft bin will be at a later date Please extend authorization for use of the special number. Enclosed it a $10 fee required to reserve the number. 0 The special registration mark WILL NOT BE USED en this uP Additional Requirements. ANDRA MMLLEUR legal Insmunents Examiner Aircraft Registration Branch AYS.130-10)-1 Ma; 1 081961111537 $10.00 07/14/2008 `p, SDNY_GM_02761599 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248521 EFTA01332039

nig 1,1104110HrDIO tinNO 00 Ir Wb hr inr 802 89 tipuvuniaaa 141/1/084 lt d HIM8 0;lej SDNY_GM_027616043 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248522 EFTA01332040

U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION ItECORDED CONVEYANCE FILED IN: NNUM: 793TA SERIAL NUM: RE-244 MFR: RAYTHEON AIRCRAFT COMPANY MODEL: 400A AIR CARRIER This form is to be used in casts where a conveyance covers several aircraft and engines, propellers, or locations. File eciainal of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE. OF CONVEYANCE SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT DATE EXECUTED 12/13/2007 FROM FLIGHT OPTIONS LLC DOCUMENT NO. AM000501 TO OR ASSIGNED TO FO FINANCING LLC DATE RECORDED JUN 12, 2008 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines-. 2 Total Props: Total Spare Parts: N793TA PAW C ITI5D-5 PCE-JA0257 PAW C JTI 5D-5 PC&JA0256 AC FORM 1X150-23 (1-06) (004-00 912-6000) SDNY_GM_02761601 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248523 EFTA01332041

SDNY_GM_02761602 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248524 EFTA01332042

• • CERTIFIED COPY TO BE RECORDED BY FM SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of Decanbag 2007 made by FLIGHT OPTIONS, LLC in favor of FO FINANCING, LLC as Mortgagee NJ 226.302600d P4 0' 0 co 0 0 0 8 a C N n'i 0 N 0 SDNY_GM_02761603 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248525 EFTA01332043

• VHOHMO All0 VI40HV1)10 IS 21 Lid £I 030 MR 88 N0IEOLLS10311 1P/2108III VY3 HAIM 03114 SDNY_GM_02761604 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248526 EFTA01332044

cel rao N GM A ca TABLE OF CONTENTS • • SECTION I CERTAIN DEFINITIONS I 1.1 Definitions I SECTION 2 GRANTING CLAUSE 5 SECTION 3 REPRESENTATIONS AND WARRANTIES 6 SECTION 4 COVENANTS 6 4.1 Registration Maintenance and Operation 6 4.2 Liens 7 4.3 Taxes 7 4.4 Possession 8 4.5 Insurance 8 4.6 Modification and Additions 8 4.7 Reserved 9 4.8 Inspection 9 4.9 Citizenship 9 4.10 Event of Loss with Respect to an Engine 9 4.11 Further Assurances 9 4.12 Sale of Aircraft 10 SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 10 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral 10 SECTION 6 EVENTS OF DEFAULT AND REMEDIES 10 6.1 Remedies 10 6.2 Possession of Mortgage Collateral 10 6.2 Sale and Suits for Enforcement 11 NJ 224303,600v4 SDNY_GM_02761605 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248527 EFTA01332045

• SDNY_GM_02761606 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248528 EFTA01332046

a a D. • S 6.3 Waiver of Appraisement, etc 12 6.4 Remedies Cumulative 12 6.5 Application of Proceeds 12 6.6 Delay or Omission; Possession of Loan Certificates 12 4.9 Mortgagees Right to Perform for the Grantor I3 SECTION 7 MISCELLANEOUS PROVISIONS 13 7.1 Amendments, etc 13 7 2 Indemnification 13 7.4 Notices 14 7.5 Continuing Lien and Security interest; Transfer, Release of Mortgage Collateral; Termination of Mortgage 14 7.6 Governing Law 14 7.7 Severability 15 EXHIBIT Exhibit A — Term Note Agreement SCHEDULE Schedule I — Description of Aircraft and Engines NJ 221303.600v4 SDNY_GM_02761607 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248529 EFTA01332047

• • SDNY_GM_02761608 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248530 EFTA01332048

SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of December 42_, 2007 (the "Mortgage"), made by FLIGHT OPTIONS, LLC, a Delaware limited liability company (the "Grantor), with its chief executive office and chief place of business at 26180 Curtiss Wright Parkway, Cleveland, Ohio 44143, in favor of FO FINANCING, LLC, a Delaware limited liability company, as Lender under the Term Note Agreement detined below (the "Mortgagee"). WITNESSETH: • WHEREAS, the Grantor and the Mortgagee are parties to that certain Secured Subordinated Term Note Agreement dated of even date herewith attached hereto as Exhibit A (as amended, amended and restated, joined, supplemented or otherwise modified from time to time, the "Term Note Agreement"), pursuant to which Mortgagee has agreed to make certain loans and advances to the Grantor subject to the terms and conditions set forth therein; NOW, THEREFORE, to secure indebtedness of the Grantor to the Mortgagee arising under the Term Note Agrement, and the repayment of all sums due under the other Loan Documents, as defined in the Term Note Agreement, whether direct or indirect, absolute or contingent, joint or several, or now or hereafter existing, the Grantor hereby agrees with the Mortgagee as follows: SECTION 1 CERTAIN DEFINITIONS 1.1 Definitions. Unless otherwise defined herein, capitalized terms defined herein shall have the respective meanings ascribed to them in the Term Note Agreement. All other capitalized terms defined in the preamble and recitals to this Mortgage shall have the respective meanings ascribed to them therein and the following terms shall have the following defined meanings (and shall be applicable to both the singular and the plural forms of such terms): "Act": the Transportation Act, 49 U.S.C. §§40101 el. sect , as amended, and any similar legislation of the United States of America enacted in substitution or replacement thereof; together with the regulations of the FAA thereunder, as in effect from time to time. "Aircraft': collectively, each Airframe, together with the Engines installed thereon as of the date hereof, described in Schedule I hereto (or any Engine substituted for one of said Engines pursuant to subsection 4.11 hereof), whether or not any of said existing or substitute Engintes may from time to time be installed on such Airframe, to the extent of the Grantor's ownership interest therein. "Aircraft Protocol": means the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, as the same may be amended or modified from time to time. "Airframe": that certain airframe which forms part of the Aircraft, excluding the Engines or engines from time to time installed thereon, either originally mortgaged hereunder and NJ 2 28. 3oaecia4 SDNYGM02761609 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024853I EFTA01332049

• • SDNY_GM_02761610 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248532 EFTA01332050

CEI ro ra n described in Schedule I hereto, together with any and all Parts which are either incorporated or installed in or attached to such airframe or required to be subject to the lien and security interest of this Mortgage in respect of such Airframe, to the extent of the Grantor's ownership interest therein. • • "Cape Town Convention": shall mean, collectively, the Aircraft Protocol, the Convention, the International Registry Procedures and the International Registry Regulations. "Certificated Air Carrier": any corporation (except the United States Government) domiciled in the United States of America and holding (i) a Certificate of Public Convenience and Necessity issued under 49 U.S.C. Section 41102 by the Department of Transportation or any predecessor or successor agency thereto, or, in the event such Certificates shall no longer be issued, any corporation (except the United States Government) domiciled in the United States of America and legally engaged in the business of transporting for hire passengers or cargo by air predominantly to, from or between points within the United States of America, and, in either event, operating commercial jet aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, which also is certificated so as to entitle Grantor to the benefits of Section 1110 of Title II of the United States Code or any analogous statute with respect to the Aircraft and/or (ii) certified authority by the FAA to conduct scheduled air cargo transportation under Part 121 of the regulations promulgated under the Act. "Convention" shall mean the official English language text of the Convention on International Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, South Africa, as the same may be amended or modified from time to time. "Engine": each aircraft engine described in Schedule I hereto, together with any and all Parts which are either incorporated or installed in or attached to such Engine or required to be subject to the lien and security interest of this Mortgage in respect of such Engine, to the extent of the Grantor's ownership interest therein. "Event of Loss": any of the following events with, respect to any property: (i) loss of such property or of the use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever, (ii) any damage to such property which results in an insurance settlement with respect to such property on the basis of a total loss; (iii) the condemnation, confiscation, seizure or hijacking of or requisition of title to or use of, such property by private Persons or Governmental Authority or purported Governmental Authority, excluding, however, requisition for use by the United States Government or any instrumentality or agency thereof for a period of less than 60 days; NJ 225301t600v4 -2- SDNY_GM_02761611 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248533 EFTA01332051

• • SONY GM 02761612 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248534 EFTA01332052

(iv) as a result of any rule, regulation, order or other action by the FAA or other governmental body having jurisdiction, the use of such property in the normal course of interstate air transportation shall have been prohibited for a period of six (6) consecutive months; or (v) the operation or location of such property, while under requisition for use by the United States Government, or any instrumentality or agency thereof, in any area excluded from coverage by any insurance policy in effect with respect to such property, if the Grantor shall be unable to obtain indemnity in lieu thereof satisfactory to the Lender from the United States Government. An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event of Loss occurs with respect to such Aircraft, Airframe or any Engine to which is a part of such Aircraft. • • "FAA": the United States Federal Aviation Administration, or any successor or replacement administration or governmental agency having the same or similar authority and responsibilities. "Indemnified Liabilities": as defined in Section 7.2 hereof. "International Interest": shall have the meaning ascribed thereto in the Cape Town Convention. "International Registry": means the International Registry of Mobile Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry thereto. "International Registry Procedures" means the official English language text of the procedures for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "International Registry Regulations" means the official English language text of the regulations for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "Lien" means any mortgage, security deed, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the UCC or comparable law of any jurisdiction and, including, without limitation, rights of others under any engine or parts interchange, loan lease or pooling agreement, and any International Interest and/or Prospective International Interest. NJ 226.303.60Cv4 SDNY_GM_02761613 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248535 EFTA01332053

• • SDNY_GM_02761614 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248536 EFTA01332054

M Ut "Mortgage": this Mortgage as defined in the preamble. "Mortgage Collateral": as defined in Section 2 hereof. "Mortgage Supplement" any supplement to this Mortgage, in form and substance reasonably acceptable to the Mortgagee, executed by the Grantor with respect to additional Aircraft, Engines, Parts or other assets and properties of the Grantor to be made subject to the Mortgage. • "Obligations": as defined in the Term Note Agreement, including without limitation all amounts due to the Mortgagee arising under or related to this Mortgage. "Parts": at any time, all parts, components, equipment, instruments, appliances, avionics, radio and radar devices, cargo handling systems and loose equipment that are at such time incorporated or installed in or attached to any Airframe or Engine or Part, to the extent of the Grantor's ownership interest therein. "Permitted Liens" means (a) Liens of carriers, warehousemen, artisans, bailees, mechanics and materialmen incurred in the ordinary course of business securing sums not overdue; (b) Liens incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, relating to employees, securing sums (i) not overdue or (ii) being diligently contested in good faith provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP; (c) Liens in favor of FO Financing, LLC pursuant to that certain Credit and Security Agreement dated as of the date hereof by and between FO Financing, LLC and Grantor and the related collateral security documents, including that certain Aircraft Mortgage and Security Agreement dated as of the date hereof by and between FO Financing, LLC and Grantor filed with the FAA simultaneously herewith (the "First Mortgage"); (d) Liens for taxes (i) not yet due or (ii) being diligently contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP; (e) Purchase money Liens securing purchase money indebtedness to the extent permitted in this Agreement (and as such terms are defined in the Term Note Agreement); and (f) Liens specifically identified as Permitted Liens in the Term Note Agreement. "Proceeds": shall have the meaning set forth therefor in the UCC, and shall include, without limitation, the meaning set forth therefor in the Term Note Agreement and whatever is receivable or received when any Airframe or Engine or Part is sold, exchanged, collected or otherwise disposed of, including, without limitation, all amounts payable or paid under insurance, requisition or other payments as the result of any loss (including an Event of Loss) or damage to such Airframe or Engine or Part. "Replacement Engine" as defined in Section 4.11 hereof. "Tax" as defined in Section 4.3 hereto. "Term Note Agreement": as defined in the above recitals of this Mortgage. NJ 228.303.80O/4 -4- SDNYGM02761615 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248537 EFTA01332055

• SDNY_GM_02761616 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248538 EFTA01332056

cv C-) Cl'i "UCC" means the Uniform Commercial Code as the same may, from lime to time be in effect in the State of New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Mortgagee's Lien on any Mortgage Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Mortgage relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions; provided further, that to the extent that UCC is used to define any term herein and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern. SECTION 2 GRANTING CLAUSE • • Mortgage and Grant of Security Interest. To secure the due and prompt payment and performance of the obligations of the Grantor at any time owing to the Mortgagee, the Grantor hereby assigns, mortgages, transfers and confirms unto the Mortgagee and hereby grants to the Mortgagee a second priority security interest, subject to no other Liens other than FO Financing, LLC, as first lien lender under the First Mortgage, in all right, title and interest of the Grantor in and to the following property, whether now owned or hereafter acquired (herein collectively called the "Mortgage Collateral") and agrees that the foregoing, together with the other provisions of this Agreement, creates in favor of the Lender an International Interest in the Aircraft, as collateral security for the prompt and complete payment and performance when due of all the Obligations: (a) the Aircraft (including the Airframe and the Engines) and all replacements thereof and substitutions therefor to which the Grantor shall from time to time acquire title as provided herein, or any replacements or substitutions therefor, as provided in this Aircraft Mortgage (except for wholly owned aircraft of the Grantor); (b) all logs, manuals, books, records (including without limitation, maintenance, servicing, testing, modification and overhaul records) and other documents (including without limitation, any logs, manuals, books, records and documents maintained in electronic form) relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the "Records"), including without limitation, all Records required to be maintained by the FAA or any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the Aircraft, the Airframe or any Engine; (c) all policies of insurance (including, without limitation, any insurance policies required to be maintained by Grantor hereunder relating to the Aircraft and/or the Airframe or any Engine and all payments and proceeds and all rights to payment or compensation received or to be received under any such policies of insurance in respect of any loss or damage to and/or relating to or involving the Aircraft or any part thereof and all compensation and other payments of any kind with respect to the Aircraft, including but not limited to the insurance required hereunder, under the Term Note Agreement and all payments and compensation and rights to payment and/or compensation in respect of any requisition, forfeiture, seizure, detention or other loss of title to or the use or possession of the Aircraft or any part thereof; NJ 226.303.600a SDNYGA4_02761617 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248539 EFTA01332057

SDNY GM 02761618 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248540 EFTA01332058

cm cm Pb •,l (d) all proceeds (whether cash or non-cash), rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received as a result of, arising from, derived in connection with or otherwise relating to the Aircraft or any part thereof, including, without limitation, all proceeds, rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received relating to or in connection with the sale, lease, hire, charter or other disposition of the Aircraft or any part thereof or the provision of services of any nature whatsoever utilizing the Aircraft or any part thereof; (e) all Proceeds of all or any of the foregoing whether cash or otherwise. SECTION 3 REPRESENTATIONS AND WARRANTIES • The Grantor represents and warrants that: (a) The Grantor shall (i) be a "citizen of the United States" as defined in 49 U.S.C. Section 40102(a)(15)(c), (ii) have good and marketable title to such Mortgage Collateral, free and clear of all Liens other than the Liens permitted by subsection 4.2 hereof, and (iii) duly register in the name of the Grantor, at its expense, the Airframe constituting part of such Aircraft, in accordance with the Act and shall have in full force and effect a certificate of airworthiness duly issued pursuant to said Act. (b) This Mortgage is in proper form to be duly filed for recordation in accordance with the Act against the Mortgage Collateral, and this Mortgage shall constitute a duly perfected lien on and prior perfected security interest in such Mortgage Collateral, subject to no other Liens (except for Permitted Liens and Liens of FO Financing, LLC, as first lien lender). (c) (i) No International Interest or Prospective International Interest (other than that of Mortgagee) is registered with the International Registry with respect to the Aircraft; (ii) Grantor shall not consent to the registration of any International Interest or Prospective International Interest with respect to the Aircraft (other than any such interest registered in favor of Mortgagee); and (iii) Grantor has not executed an Irrevocable De-Registration and Export Request Authorization with respect to the Aircraft in favor of any person (other than Mortgagee) which has not been discharged and removed from the Civil Aircraft Registry in Oklahoma City, Oklahoma. SECTION 4 COVENANTS 4.1 Registration Maintenance and Operation. The Grantor, at its own cost and expense, will: (i) prior to mortgaging any Aircraft hereunder, (A) cause the Airframe included therein to be duly registered, and at all times thereafter to remain duly registered, in the name of the Grantor in accordance with the Act, (B) register, on the International Registry, its consent to the registration of the Mortgagee's International Interest created pursuant to this Mortgage and the other Loan Documents (including any Prospective International Interest) with respect thereto, (C) provide the Mortgagee reasonably satisfactory evidence that there are no International Interests or Prospective International Interests against the Aircraft which arc prior and superior to NJ 22a303.600A SDNY_GM_02761619 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248541 EFTA01332059

• al SDNY_GM_02761620 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248542 EFTA01332060

(a.9 O.9 hr the Lien of this Mortgage in favor of the Mortgagee; (ii) at all times cause to be maintained, serviced, repaired, overhauled and tested each Airframe, Engine, and Part, or other relevant Mortgage Collateral, so as to the good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, and, in the case of each Aircraft, in such condition as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act and to enable such Aircraft at all times to be operated in commercial cargo service in the United States; and (iii) maintain all records, logs and other materials required by the FAA and any other Governmental Authority having jurisdiction to be maintained in respect of such Mortgaged Collateral. The Grantor will comply with all material rules and regulations of the FAA. The Grantor agrees that the Airframes, Engines and Parts and any other Mortgage Collateral will not be maintained, used or operated: (A) in violation of any material law or any rule, regulation or order of any Governmental Authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to any Mortgage Collateral issued by any such Governmental Authority, except for any violation which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (B) in any area excluded from coverage by any insurance required by the terms of subsection 4.5 hereof, except in the case of a requisition for use by the United States of America, and then only if the Grantor obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said subsection 4.5 covering such area, or as to which the Grantor has otherwise obtained the written consent of the Mortgagee; or (C) in any recognized or threatened area ofhostilities unless fully covered to the Mortgagee's satisfaction by war-risk insurance, or unless such Airframe, Engine, Parts or other Mortgage Collateral are operated or used under contract with the Government of United States of America under which contract said Government assumes liability for any the damage, loss, destruction or failure to return possession of such Airframe, Engine, Parts or Mortgage Collateral at the end of the term of such contract and for injury to persons or damage to property of others or unless the Aircraft is only temporarily located in such area as a result of an isolated occurrence attributable to a hijacking, medical emergency, equipment malfunction, weather conditions, navigational error or other similar unforeseen circumstances and the Grantor is using its good faith efforts to remove the Aircraft from such area. For purposes of this Section 4.1, a "material" law, rule, regulation or order of the FAA or any other Governmental Authority having jurisdiction (domestic or foreign) is one the violation of which may lead to an enforcement action by the FAA or such Governmental Authority or suspension, revocation or limitation of Grantor's authority to operate as a Certificated Air Carrier. 4.2 Liens. The Grantor will not create or suffer to exist any Lien, International Interests or Prospective International Interest upon or with respect to any of the Mortgage Collateral, except for Permitted Liens and any other Liens permitted by the terms hereof and of the Term Note Agreement. 4.3 Taxes. The Grantor will pay, and hereby indemnifies the Mortgagee and each Lender from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing being here called a "Tax") which may from time to time be imposed on or asserted against the Mortgagee or any Airframe, Engine or Part or other Mortgage Collateral or any interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority upon or with NJ 224303,600vi SDNY_GM_02161621 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248543 EFTA01332061

• • SDNY_GM_02761622 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248544 EFTA01332062

O Cw • • respect to: (i) any Airframe, Engine or Part, or any interest therein, (ii) the manufacture, purchase, ownership, mortgaging hereunder, lease, sublease, use, storage, maintenance, sale or other disposition of any Airframe, Engine or Part, or any rentals or other earnings payable therefor or arising therefrom or the income or other proceeds received with respect thereto, or (iii) this Mortgage; provided, however, that, nothing in this subsection 4.3 shall require the payment of any Tax unless proceedings shall have been commenced to foreclose any Lien which may have attached as security for such Tax, so long as the validity thereof shall be contested in good faith by appropriate proceedings and that Grantor shall have set aside and maintain on its books adequate reserves with respect thereto. 4.4 Possession. The Grantor will not, without the prior written consent of the Mortgagee, except as permitted under the Term Note Agreement, lease or otherwise in any manner deliver, transfer, remove or relinquish possession or control of, or transfer any right, title or interest of the Grantor in, any Mortgage Collateral, including without limitation any Airframe, Engine or Part or install any Engine or permit any Engine to be installed, on any airframe other than an Airframe, or permit any Part to be installed on or attached to any airframe or engine other than to an Airframe or Engine. 4.5 Insurance. (a) The Grantor at its own expense shall carry insurance with respect to the Mortgage Collateral as required pursuant to the terms and provisions of the Term Note Agreement, together with such endorsements in favor of the Mortgagee (or Lender) as are required under the Term Note Agreement. (b) Upon the occurrence and continuance of an Event of Default, all insurance payments received by the Mortgagee (or Lender) or any Grantor with respect to the Mortgage Collateral shall be (if received by the Grantor, immediately paid to the Mortgagee (or Lender)) held and applied by the Mortgagee (or Lender) against the Obligations as provided under the Term Note Agreement, or be retained by the Grantor for application to the repair of the damage to the Aircraft, Airframe, Engine, or Part for which such insurance was paid, all in accordance with the terms of the Term Note Agreement. 4.6 Modification and Additions. The Grantor, at its expense, shall make such modifications in and additions to the Airframes and the Engines as may be required from time to time to meet the standards of the FAA or other Governmental Authority having jurisdiction. In addition, so long as no Default or Event of Default shall have occurred and be continuing, the Grantor, at its expense, may from time to time make such modifications in and additions to any Airframe or Engine as it may deem desirable in the proper conduct of its business, provided that no such modification or addition shall diminish the value or utility of such Airframe or Engine or impair the airworthiness or operating condition thereof below the value, utility, airworthiness and condition thereof immediately prior to such modification or addition (assuming such Airframe or Engine was of the value and utility and in the condition required by the terms of this Mortgage immediately prior to such modification or addition) and any expenses incurred or related thereto are in accordance with the terms of the Term Note Agreement. NJ 22A 303 600v4 SDNY_GM_02761623 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248545 EFTA01332063

• • SDNY_GM_02761624 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248546 EFTA01332064