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": 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 (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 II 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. "Conventioq": 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 1 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 - 2 - C11199 5086130.5.066497.0072 SDNY_GM_02755749 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024267I EFTA01327787

SDNY GM 02755750 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242672 EFTA01327788

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 "IDERA": such de- registration and authorization as provided under the Cape Town Convention and as provided in subsection 6.9 of this Mortgage. CHt99 5086130.5.066497.0072 SDNY_GM_02755751 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242673 EFTA01327789

SDNY_GM_02755752 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242674 EFTA01327790

"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 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. "Mortgage": this Mortgage as defined in the preamble. "Mortgage Collateral": such collateral as defined in Section 2 hereof. "Obligation(': 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 are 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. "rmpective International Interest": such interest ascribed thereto in the Cape Town Convention. "Replacement Engine" as defined in Section 4.11 hereof. -4- 071199 5086130.5.066497.0372 SDNY_GM_02755753 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242675 EFTA01327791

SDNY_GM_02755754 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00242676 EFTA01327792

"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 title to or the use or possession of the Aircraft or any part thereof; - 5 - CHI99 70$6130-$.066497.0072 SDNY_GM_02755755 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242677 EFTA01327793

SDNY_GM_02755756 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242678 EFTA01327794

(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(aX15Xc), (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). (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 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, - 6 - CHI99 5086130-5.066697.0072 SDNY_GM_02755757 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242679 EFTA01327795

SDNY_GM_027557513 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242650 EFTA01327796

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 arc 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 "Lm") 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, - 7 - CHI99 5086130-5.066197 0972 SDNY_GM_02755759 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242681 EFTA01327797

SDNYGM_02755760 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242682 EFTA01327798

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 Pan 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 Part 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 are in accordance with the terms of the Credit and Security Agreement. 4.7 Reserved. CHI99 5016130.3.066497.0072 SDNY_GM_02755761 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242683 EFTA01327799

SDNY GM 02755762 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242654 EFTA01327800

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(a)(15Xc). 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, each Replacement Engine shall, after being subjected to the lien and security interest hereof, be deemed an "attune" 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 - 9 - CHI99 3O8600-5.066497.0072 SDNY_GM_02755763 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242685 EFTA01327801

SDNY_GM_02755764 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242686 EFTA01327802

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 tiling 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 Possession 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 respca 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 - CHI99 SO86130.5.066497.0072 SDNY_GM_02755765 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242687 EFTA01327803

SDNY GM 02755766 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242688 EFTA01327804

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 ',Toss 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 requiting 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 terms 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 (a)(i) 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. -I - CH199 5086130.5.0664970072 SDNY_GM_02755767 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242689 EFTA01327805

SDNY_GM_02755768 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242690 EFTA01327806

(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 Appraisement. 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 Delay 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 instrument or document evidencing any obligation or the production thereof in any proceeding. - 12 - 01199 5086130.5.066497 0072 SDNY_GM_02755769 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242691 EFTA01327807

SDNY_GM_02755770 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242692 EFTA01327808

6.8 Mortgagee's Right to Perform for the Grantor. From and atter 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 rights 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 5086 00-5066497 C072 SDNY_GM_02755771 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242693 EFTA01327809

SDNY_GM_02755772 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242694 EFTA01327810

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 - I 4 - CHN9 5046M-9066499 0092 SDNY_GM_02755773 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242695 EFTA01327811

SDNY_GM_02755774 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242696 EFTA01327812

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. - IS - CH199 SOb100-5.066197.0072 SDNY_GM_02755775 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242697 EFTA01327813

SDNY GM 02755776 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242698 EFTA01327814

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 CH199 5085I30-4.0d64910072 By Name Title: lank rinn Ci Off CEA FO FINANCING, LLC By Name: Bret Wiener Title: Vice President SDNY_GM_02755777 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242699 EFTA01327815

SDNY_GM_02755778 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00242700 EFTA01327816

11,1 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 C/4199 3026130-4 066497 0072 SDNY_GM_027557 79 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242701 EFTA01327817

SDNY_GM_02755780 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00242702 EFTA01327818

Exhibit A Credit and Security Agreement [Not included for purposes of confidentiality.] 04199 5086130-3.066497.0072 SDNY_GM_02755781 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242703 EFTA01327819

SDNY_GM_02755782 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242704 EFTA01327820

Schedule 1 Aircraft: Airframe and Ena nes* 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 capable of 1750 lbs or more of thrust or has 550 or more rated takeoff horsepower or the equivalent thereof. "Described as model al 5D SERIES with serial numbers A0257 and JA0256 on the International Registry drop down menu. ***Aircraft used herein references Grantors undivided 21.875% interest in the Aircraft and Engines. CHI99 4911636.1066497.0063 SDNY_GM_02755783 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242705 EFTA01327821

VpiCil'rDi 0 AlIC ['VINO £0 Z Lld 02 EN 600Z 1.AV'iCrdIV VIA HL Y'3113 SDNY_GM_o275.5784 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242706 EFTA01327822

DOCUMENT LEVEL ANNOTATIONS Orig ret'd to M&T SDNY_GM_02755785 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242707 EFTA01327823

SDNY_GM_02755786 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242708 EFTA01327824

KIM APPROAD as RA 2.200:42 UNITED EWES 0 AMERICA COMMENT Cc TRMOSPORDMO. MIAno• mairommood•OlISIKOINTAIWKOWITCAL CERT. ISSUE DATE MOM. OREM AIRCAAFE REOSIMATION MPUCATKR LINITIO STATES PROISTRATOI MAWR N 49W /SCRAPE AIMILIFACTIMER l MEM EfrerafT raterersutfla SERIAL tk. RI(- 244 FOR FAA USE ONLY TYPE CF REORTRM1SA. Cock or MI 0 I. ISM.. CI 2. eamenice O S. DaMMIKA *4. Cove. CIE OSA OD its'azin WAR OF InUCNIT ellISSI VORA co NOM* a CARNIST. • *SRAM IP* NS lent FEW ES REd mi••• KIS} 14.) Flight Options LW 21.875% of 1CO2 Ill ee Attachrent atkit el t-aStIM IELEAPKNE NUMBER I I ADDRESS (PrArOlwre wain; as SR IIM sfple Mist10 P-0. SOOtimmIRMIDE *MAR ..M. Mamma. I Flight Options LLC tlionbor ord *et 26180 Curtiss-Wight Parloev iv./ ft..: mik. an Richiced Heights STATE OH W ONE 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION I Reed tfw following statement before signing this application. This portion MUST be completed. A falm Or doPoneEl ans.. W mot tea* m ins *WM On may CR Ercurdo b pt.*** by Me MK I , n .^ .00,14" ,,WO Olt OM. TM M. SR. MCC III CERTIFICATION AWE CEATer TAR OE* *Min 0020T ONPAMMARM 0/ Po Inn** craitl by V* undwirld St Madre a se UMW Me VA. Mfg Inal as re of b: I. Or CAW ONE AS APPROPRIATE. L. 0 A Ardon Or, •10. Om roc**00n *** BUR IR AN* 14$11 RR IA 'DAMAO** =PRO* *WOW ma wee tower ever we eft el el Ina eim0 roan • be we gars* add in In De Se maim w am bun on orstar IN PAPECOCR * 0 Vial Me fee is not mead inSed 0.• Ism 0 *. len PAPRE ere ai TRW woo emwo• of oRANITO is mei ag Tem ben Ii .40 MA FA S* &., AdRotuoton NOTE- Il oxsoat lot cwownerstrp on apoloints mat Yr UM macs* WA It Monsary TYPE OR PRINT NAM DEUS" SIGNARJRE !i8 ba g ill 1 0 SOLAR, "" Executive Vice President" of Flight Options, LLC I -02S- 047 Janes P. (Tiller mIE DATE SoCPLATIIRE Trill DATE NOTE Orono moo* of re Comma S Atom Racatramn m• saes oner be Ceird00 tor • p1.00 no. A Kan * 50 ears ENE'* *KO Imo Ad PINK can OR* apphodon AT•el OR Timed V. OW WPM AC Fan C050-1 (903) I0052.0040-9:07) SDNY_Gh4_02755787 nD a 0 0 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242709 EFTA01327825

• • 0 Alto V:" :11/1X0 6Ii i bid go Ntif, 6001 v.! 4'ilOtIlV V'fH;: x3119 SON Y_GN1_02 755788 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242710 EFTA01327826

ATTACHMENT TO AIRCRAFT pEGISTRATION APPLICATION tied Reg It N493LX Model: Raytheon Aircraft Company 400A &NM 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 Samalr, 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 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 6.25% of 100% Shown on Original form hereto MountvIlle Mills, Inc. 6.25% of 100% Shown on Original form hereto Robert L. Emery S 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. Title: Date: Executive Vice President of Flight Options, LLC Acting as Attorney-in-Fact for 41.2.3.4,5,8,7,8,9,10,11,12.13 By availing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of Tie AL Form 8050-1 Aircraft Registration Application. to which this page is attaChed (the l Appscationl. BO that all of the ',formation set font', on the Appitabon Is true and correct as of this dale. and (III) the /Vocation may De executed by O0 co-owners by executing separate counterpan signature pages. each of which when so executed and delivered shall be an original. Out alt such counterparts Shall together constaule but one and toe same appacatton SDNY_GM_02 755789 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002427 I I EFTA01327827

tej:.frbio 6Ir r 6'v1 1dd frtra .S.;;;;,0, oilvili&ounr SDNY_GM_02755790 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242712 EFTA01327828

FORM APPROVED OMB NO. 2120.0042 UNITED STATES OF AMERICA it IIPNITIIM 1 IRANIPMITIIIIM RIM MUNI MIN0STRAN. AIRCRAFT BILL OF SALE ., Write In This Do F Not OR FAA USE ON 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 N493LX AIRCRAFT MANUFACTURER 8 MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 8Th DAY OF JAN., 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 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 $5.00 12.50% OF I00% 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 e l OF JAN., 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP. ALL 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 FM 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_02755791 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002427 I 3 EFTA01327829

" r p, ua No, "' oe A D O - N o v o ; c , SDNY_GM_02755792 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA !02427!4 EFTA01327830

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 Interest, the Security Agreement shall remain in full force and effect. Dated this 1 J day of , 2008. FO Financing, LLC By: °—fdt7 Name: Bret Wiener Title: Vice President 43 ,P1: 3^1311 S3t3 cs.pti ‘3‘‘ as : i• •c1.1,,,, O,, 1 v, 1/434 SDNY_GM_02755793 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 3 O 3 0 '< r81a 0 0 Q. 8 O '0 3 EFTA 00242715 EFTA01327831

Al,otatiV7A,0 cc blY0Hvi.vo lufd L z. w NOLLyetis 41,92 n1/2 joR1371. /p awl, SDNY_GM_02755794 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002427 I 6 EFTA01327832

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 AM0005OO . 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 AM000501 . Released Aircraft Interest Eizhteen 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 (I) Raytheon Aircraft Company_ 400A bearing manufacturer's serial number RK-244 and United States Registration Number N493LX(P4793TAI, 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 02755795 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002427 I 7 EFTA01327833

SDNY_GM_02755796 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242718 EFTA01327834

DOCUMENT LEVEL ANNOTATIONS N493LX, see recorded conveyance AM00501 Doc ID 3922 SDNY_GM_02755797 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242719 EFTA01327835

SDNY_GM_02755798 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242720 EFTA01327836

FORM MoMIOVID Oa a DIEROM IMMO SLUES OF AMERICA DEPARTMENT Of IRANSFOREMON Itelltei. CERT. ISSUE DATE — Ammensemosama —. AIROoMilea EMMA AIRCRAFT REGISTRATION APPUCJO1ON UNITED STATES U NECKSTEKTION MAWR FE 4gnix ATFCRAFT MANUFACTURER • WOO in f AOYI RK-244 FOR FM USE ONLY TYPE OF REOIETILOION Deck ea Pm) O I. Irentiod O & RannlimhP O & Oxicninn di 4. co men O s. Don O lt.Hcsana NAME Of APPUDMIT (Porwily Sae cm earn 0 ommist I Imfalteml Mee MR Rome Fee non. IS "On* 040.) 15.) Flight Options, LLC 9.375% of 100% e (See Attaften t Ake( 9-0.-08) IttIPOIONS PAS* I 7 AOORESS 3_—_J way idea lot MR agmecoit SSW 0.0. BOX le 0010.0,Moll address aim as be Mena) Flight Options, LLC None and snot 26183 Curt ss-Itight Rainey NF RDA PO kw CRY Richrond Heights STAN CH ZIP COO( 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 •••• of del'onem moss' ,0 e^f Quossaa nine le:Gosh-A, mry ee syctflith tnr punnet...es by Tee .M, of inv‘sonownt OAS Code. Ti l In. SW 1CO/1 • CERTIFICATION ME CERTIFY 0) Will f• Mom eluse • Fea4 t ••• P-Mme9mO ewes* o, m • Ma% Ineltd•O elliefilteal of Po Unto] Smoot Ifs imp true_ V. en el — I e• CHECK ONE AS APPROPRIATE • 0 A Nmovi ewe del Mda cogoefolon Minn 'Alla/0m 1.500 No e G A noaalston opposm momered sod done natant L IP* Mw of INFO ord esd met • lewd eV mimeo, used a Pe U.N., &Moo Moots of Ilft Pan eno melatio lor smpoolcs al 0) Mel I. Aunt m eel MEMI•Nd widow iho otos of any lonp. may. PM 01 Thal INA] enders* el clean* w anon, 0. NU teen Ind we, ha Fedora! ants:, arrotem NOTE: R asICIAIM lot COOomershop all aCOICantS muSI Sqn U,. Jevons scle d nweepary TYPE OR PROM WM BELOW SIGNATUFtE fit IS g /II i s SON. seTURE cIL Mt/ I Chief Financial Officer of Flight Options, LLC DATE r'/off Di Bcyle nna #6 nn sm. TIRE DOE NOTE Peery the Corikee of Arms* Romisolos. Iv Soon MN t• opRollo0 a • prod not n mom of a wool Of Aim Pam encio ,NIA Me PINK 02./ SIPS Calaillei MIN OD Wilin In Do mall AO kew 02601(903) SO24:O42MOR a 8 01 RDNY_OttO2T55799 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242721 EFTA01327837

• • VW0HV1V0 AlIO VPIOHV1NO OS I Wd 2T d3S 8002 t; t'IYHISID3810832n9 1,14 Ha% Gni SDNY_GM_02755800 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242722 EFTA01327838

ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION Ciatcel 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15 ) 16 ) Reg It Model &N#. Name of Applicant: Southeastern Mills, Inc. N493LX Address: Shown on Original form hereto Raytheon Aircraft Company 400A RK-244 Owning an undivided Interest of: 12.50% of 100% Samair, 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 6.25% 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 6.25% 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 Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto Signatures- Title: Date: A /a 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 -162-021 By signing above. the appicaM agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050.1 Amuse Registration Applicalion. to *Nth Mrs page as attached (Isle 'Application,. (II) that all of the inktmation set lonh on the Application is true and cuffed as of this date, and (III) the Amason may be executed by the co-owners by exempting separate counleepan srgnalute pages each of which when so executed and delivered snail be an original. but all such counleipans shall together COnSlaul0 but one and the same applicalqn SDNY_GM_02755801 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242723 EFTA01327839

Vk101itflUO V110IIV1)10 03 I id, ZT d3S 800? 47,1 -dVe:41;1; t1.1.141 SDNY_GM_02755802 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242724 EFTA01327840

FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF I. IL II IMIGNIMI1M SAL AMERICA MIMS MIMMTIMIM OF SALE Nol In MN Eilccic Do FOR FM In USE ONLY AIRCRAFT BILL 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 THIS ipTH DAY OF SEPT., 2008 HEREBYSELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: CC im en 4 r C.) cc D a NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) TWO BIG BEARS, LW 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS /a" DAY OF SEPT., 2008. L SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) ON INK) (IF EXECUTED FOR CO-OWNEF2. ALL MUST SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC PE CHIEF FINANCIAL p.-7---1 '.- - BRUCE B YL 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 082581441427 35.00 09/12/2008 -SDNY_GM_02755803 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 O C C A O 0 a (0 N A N 0 0 N C EFTA_00242725 EFTA01327841

SDNY_GM_02755804 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242726 EFTA01327842

U.S. Department of Transportation Federal Aviation Administration Date of Issue: September 3, 2008 Flight Standards Service Aircraft Registration Branch. AFS-760 FLIGHT OPTIONS LLC SOUTHEASTERN MILLS INC ET-AL GO FLIGHT OPTIONS LLC 26180 CURTISS WRIGHT PKWY RICHMOND HEIGHTS, OH 44143-1453 HAND DELIVERED TO IATS IN THE PD ROOM P.O. Box 25504 Oklahoma City. Oklahoma 73125.0504 140519544206 Toll Free: 1-866-7044715 WEB Address: http:tegistry.laa.gov 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. DOM/42- gCtit41;41/O for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration MS:75O-M\ 4(1005) SDNY_GM_02 755805 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242727 EFTA01327843

SDNY_GM_02755806 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242728 EFTA01327844

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.) 7.) 8.) RAF Real Estate Services, LLC 9.) JHPH, LLC 6.25 % of 100 % 10.) Robert L. Emery 8 Dana M. Emery - Trustees 11.) 12.) 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 % Mountville Mills, Inc. 6.25 % of 100 % Samair, Inc. 6.25 % of 100 % 12.50 % of 100 % 6.25 % of 100 % Wells Fargo Bank Northwest, N.A. - Trustee 6.25 % of 100 % Emeril Air, LLC 6.25 % of 100 % ) Flight Options, LLC as the owner(s) of aircraft Model 400A Ulaef% of 100 % N493LX Manufacturer Raytheon Aircraft Company Serial Number RK-244 declares that this aircraft is scheduled to make an international flight on September 10. 2008 as flight number departing, Richmond Heights, Ohio, Cuyahoga County Airport with a destination of Peterborough Ontario, Windsor Ontario Airport 1 Expedited registration in support of this international flight is requested this 2nd day_of Srmemg_ef, 2008 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United Slates, 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 fined 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): Signature: Typed Name of Signer: James P. Miller Title: Vice President of Flight Options, LLC Acting as Attorney-In-Fact for SEE LIST ABOVE 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 L t PC FTW -to 1AM Rcturn Certificate of I Registration to ham: Gerlaficate a Reni:. .A.T.Si b o SDNY_GM_02755807 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Q D a EFTA_00242729 EFTA01327845

V110t!1 1)10 AM t9 H1/1N0 ("•84-1,1* SAWk £ 061 ' -) %nig r,glu SDNY_GM_02755808 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242730 EFTA01327846

rOrreo APPR0MID CMS No 212OCOtt UNITED SEMIS Of AMERICA DEPARTMENT OF TRAMSPORTAT)ON MOW AS APOIOrmATIONONE MOMOST Ailla•MITCAL ant AIRCRAFT nenarrnAnow APPUCATDON CERT. ISSUE DATE LACED STATES Pd RECNSTRAT0N TES n NITA AIRCRAFT MANUFACTURER II mom rOoPapy-4COA -.AWI AirCrAft SC. :RIM. lt, RK-244 FOR FM USE ONLY TYPE OF FIEGOSTRAMN (Ono ant Dol O I Imdodual O 2. Parboeship 63 corporseion 6 4 OITOwAllt CI S. COO O 0. 14"‘Cw NOME CO *MONT (Pally•IIBI *an an •••00101 Cl aewiefl. • IndlyWlual. Oh* Y. raw. that nee*. WO Amlifor ARP) 14.) Flight Options, LLC 15.625% of 100E ¶see Attachnent m at g , g i...O TELEPoCON MAW ( I ADDRESS male. SONY Ice Int 010cent oto i PO BOX is on *•y•CIPI aerico not fso be moo ) Iftern•-•ni la Flight Options, LLC Norte AN — 26180 Curti ss.:_ ghWEcirigegy ft enil RAM PO Dm CITY Richmond Heights STATE OH ZIP CODE 44143 C CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION? Reed Ow following etsternent before signing INS application. This portion MUST be completed. A Rola Anon new IC •*/ poiancrt ri int App•CabY• roymaroontb S. puns/mon In me iny:yoiengregermet 0)5 Cob. Tiro II) Sec NO1 CERTIFICATION I CERTIFY III That f* stye sea. C Ove•I4 by V* unillagrild licip*/* t IS • oboe Incominp comoreecal or re wow Steles (For map Mal On• ono of v I or CHECK ORE IS APPAOIALOE • 0 A iegitlel fl irt vat. an reporPallon Mom POI or Rye 1464 No it O A rcocifon comer alen eras of doom bonne tram the Ion Cl (Nal we/ NO owe 4 NATO oft( pommy old n me Loose SUMO RICS or new be". in unfit'. I* loploSAA al RI DOI to torah • not romaised wow ine Ion el Say bar ~V( WO RI That NO . Cl craninto 0 ant000 or MA Yen INci SRI Me RAMO Arran AO, rat000r NOTE: II .coaled br cooseenNP WI liNewnis rrsai sign. Use wane ace LI reColcary TYPE OR PRINT NAME WOW SIGNATURE Pp fs a ii i i ft muChief Financial Officer of Flight Options, LLC MT ge2gte Bruce Boyle Gni DATE TIRE DATE swarm NOTE Awn Sing CO IN Cenficee Cl A.c. Noisimico re soon **If be owe*, b • C**>3 •*4 Vs •••a4 el 90 arc thora Fora Ame INe PATE eagles itearacti mod to canto o IN Ent IC Fr tosoi (7/03) EIGS240432640071 SONY_GM_02755809 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EF1'A_00242731 EFTA01327847

• • VIIO AJ I 1 V rotO Lb i Wd ez one eou ;Is .12,VUOUIV VV3 H3 -• ".Z1 I3 SONY_GM_02755810 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242732 EFTA01327848

ATTACHMENT TO AIRCRAFT REGIST ATION APPLICATION g./T-Of 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16 ) Reg #: Model SINS/ Name of Applicant: Southeastern Mills, Inc. N793TA Address: Shown on Original form hereto Raytheon Aircraft 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 6.25% 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 6.25% 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: 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 21- OS' By signing shave. the applant agrees and stipulates (I) la the terms. comanions and certification of the AC Form 8050-1 Aircraft Peril:ate:in Application. to which this page is attached (Me "noolication"). (II) that as of the information sel forth on the Application is true and airiest as &this dale, and (M) the Application may be executed by the cowers by executing separate counterpart signature pages. each 01 which when so executed and delivered shall be an origmal. but all such coumerparls shall together constitute but 011e and Me same apt:Station. SDNY_GM_02755811 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242733 EFTA01327849

VE0 lke J.1.15 V:• V-1110 Lh I LW 87 onu goat 2,e mow/els.. 1 itelIOUIV %eV HI SDNY_GM_02755812 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242734 EFTA01327850

FORM APPROVED OMB NO 2110 0042 UNITED STATES OF AMERICA U. 8. DEPARTINNT OF IRANSPARTAIJ0R FEDERAL AVIATION MIMINISITIARIN AIRCRAFT BILL OF SALE skx* Do Not Me In This FOR 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 le 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 I FLIGHT OPTIONS, LLC 3.125% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HIS., OH 44143 asig.... 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 18Th OF AUG., 2008. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP. ALL MUST IGN TITLE (TYPED OR PRINTED) CORPORATE 3 ET CHIEF FINANCIAL OFFICER PARTNERS, LLC BRUCE OYLE OF won OPTIONS. 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 VALIDITY OF THE INSTRUMENT. ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM02755813 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 2 8 2 0 3 g A O 8 O p.) ta EFTA_00242735 EFTA01327851

VSIC. -Di() At in V'• !VINO Lb i Lid 8?, Of19 8802 -18 t1011.11,!1.. 1.i'/90 1V I v! SDNY_GM_02755814 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242736 EFTA01327852

0 us. eeparnit rd rsessi.nt.. Tederai *Nation Adwineestion ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS a s cm Number Registrati I4493LX Airmail Make and Model RAYTHEON AIRCRAFT COMPANY 400A Present Registration Number MOSTA Serial Number RK-24}4 Issue Date. Alf ht 2003 ICAO AIRCRAFT ADDRESS CODE FOR N493LX -51416115 FLIGHT OPTIONS LLC Et AL FLIGHT OPTIONS LLC 26Ita CURTISS WRIGHT PKWY RICHMOND HEIGHTS OH 41143.1453 Lials.Inill.11.101InivIld•AIJoillibliiiiki.11.1 (firs is yes etglions) to change the Veiled Slabs resistance number c IS show describe.' moan to the stead resits:Lion number shown. Grp' &Skate of Otis ham a the aecieltoesihnr willi the old terentson certifies as interun autlionty to event Ote sue all perding receipt of ?nixed certificate of iegistraco. °Nan a revised mut-nese of anwonleiless Croon your ow- e* Flight SlAndmIs Districl OM". The h let FAA Form1)304. Aspliottiso For Airworthiness et Al. Is Owe: Oct OL 1999 The alesurlkians classMaill00 and niter: STANDARD INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of Ibis form to the Civil Aviation Registry. AFS-550, with 3 thy, alter the special registration roamer is placed on the aircraft A rented eatifsatc sell that be issued. The authority so use the special umber moires: Aug ht. 2009 COX rth is... A l'KM: I meet lbw weenier was plated on the ei:oell dricritcd 'bore Signature Of Owifer RETURN FORM TO: OW Aviation Regisby, AFS-750 P a Sox 25504 Oklahoma cify. Oklahoma 73125-0504 Executive Vice President Tide of Oster Dew Placed co Airerat q. 3- 0‘ AC TORN 10. 0. 4 (ir2005) Sur.r.ran Fmk". Las 0‘ gemsva"c‘ke Sketuct‘ P /' c° Return Certificate of Reg strat.,/, LA. T. S 0 a 0 8 0 0 CO SDNY_GM_02755815 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242737 EFTA01327853

%/WO,. ':1410 All3 471)10 IS OI WU C d3S 80GZ H01101'2:' 1.O83131V VV3 HI 4 .73113 SDNY_GM_02755816 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242738 EFTA01327854

I A Insured Aircraft Title Service, Inc. T S P.O. Box 19527 Oklahoma City, Ok 73144 (405) 681-6663 4848 SW S . Steel Oklahoma City, Ok 73159 (800) 654-4882 e-mail address: iatsPowtgink.net FAX (405) 661.9299 web site: vemv.innedakcatoom FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Date: August 4, 2008 Dear Sir/Madam: Please Reserve N in NAME ONLY for • ***** *IP • • • • ••• tett* Hr• Ht.* • I.* •• **** **NM •• • • N# Change Request Please Reserve N 493LX and assign for the following aircraft: N 793TA Make Raytheon Model 400A Serial* RK-244 Which is (1) being purchased by XX (2) registered to Flight Options. LW Payment of the required 510.00 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 FAA. Additional Information: Requested by: angett, kthet,//i n gie Risley SDNY GM_02755817 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 a a 0 0 ce 0 0 CO EFTA_00242739 EFTA01327855

Ith1010/1)10 A113 VVICIHV1)10 BS I Lid h enu Hoz 138 NOLLVUISIOPJ 108381V VVJ HUM 03113 SDNY_GM_02755818 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00242740 EFTA01327856

U.S. Department of Transportation Federal Aviation Administration Date of Issue: July 28, 2008 Flight Standards Service Aircraft Registration Branch. AFS.750 FLIGHT OPTIONS LLC SOUTHEASTERN MILLS INC ET-AL FLIGHT OPTIONS LLC 26180 CURTISS WRIGHT PKWY RICHMOND HEIGHTS, OH 44143-1453 Irlrtltlttltrtlltlulrtlltrullrlrtlrlrlurllrlrlttlrltutllrl HAND DELIVERED TO TATS IN THE PD ROOM P.O. Box 25504 Oklahoma City. Oklahoma 73125-0504 (40” 9544206 Toll Free: 1466-7044715 WEB Address: http: registry.taa.gov 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. S0etptikWeg.- for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS.750-FAX-I (1005) SDNY_GM_02755819 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00242741 EFTA01327857

SDNY_GM_02755820 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242742 EFTA01327858

T A Fdirpor Ins re Aircra Ale Service, Inc. 171 P.O. Bac 19527 4848 SW las Street tATSCinsareciarcraft.corn Federal Aviation Administration Aircraft Registry Gentlemen: Please issue a duplicate certificate on the aircraft herein described: Certificate has been lost in mail Oldshccui City, Ok 73144 (405) 681.6663 Oklahoma City, Ok 73179 (300) 654-4882 FAX (405) 681.9299 to the present registered owner. Fight Options L.L.c Date: 1-a5•Di Q D 00 ""Please issue a Flying Time Wire for this aircraft to Insured Aircraft Title Service, Inc. in the Public Documents room.""' Thank you, By: Documentation Specialist Return Certificate of I \) ey sira ti on to I.A.T.S 082071400324 $2.00 07/25/2008 Return Certificate of Registration to Return Certificate of Registration to I.A.T.S I.A.T.S air SDNY_GM_02755821 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242743 EFTA01327859

44(4 v.LiTizi 1fWOHV1N0 ALI0 VWOHV1)10 66 Z tjd SZlOPnoz HB HOW421.1319311 .1.01M0V VI/3 03114 SDNY_GM_02755822 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242744 EFTA01327860

S Deportmmt C4 TramputteMno Federal Aviation Administration PLOW( OPTIONS IAC Cf Al. CO MIS PD ROOM bear Sirs: Fughl SuorLwas tenAct Antrim RpoisurstIon IPanch. AS5750 P.O. Roil 24604 Oklabaina Cat Oklahoma 73 125 4504 la OOI 054-3116 TM I lee. 1 461 742-14.34 YOE R Addles,: Sip ”hlglillry LiagOV June 3. 2008 The FAA Aircraft Registry issued an AC Form 8050-64. Anigiurient of Special Registration Marks. on Ionia. 2007. This form authorized the use of special registration mark N493LX on RAYTHEON AIRCRAFT MIPANY 400A aircraft canal mamba B&W NPirf_d. The aothorinition form %vas to have been signed and returned to this office within S days alter the special rcgisnaioo number was painted on the antra& It has not yet been received. Clarification as to thc status of the number change is needed so that the certificate of registration may be issued reflecting the correct 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 regincuron mark SIAS NOT BEEN painted on the aircraft his will be at a bat date. Please emend authorization far use of the special number. Enclosed is a SIO fee required to reserve the number. 0 Thc special registration nark WILL NOT BE USED en this uP Additional Requirements at ANDRA MEILLEUR Legal Insixtunems Examiner Aircraft Registration Brmich A1/1.7,6-10)4 $10.00 07/14/2008 SONY_GM_02 755823 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 It()()ef6tC/Inr C)LN EFTA_00242745 EFTA01327861

morivixo Alio vivonviNo OL) IT WI hT TIP 8002 H011Vy1S103H 1311U32117 037Ij . • SDNY GM 02755824 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242746 EFTA01327862

I May I, 2007 A Insured Aircraft Title Service, Inc. P.O. Box 19527 • Oklahoma City, Oklahoma 73144 • (405) 681.6663 (800) 654-4882 FAX 4405-681-9299 WHEN RECYSTIflED REtt1i!11 TO CENTRAL RECORDS FOR A NUMBER CHANGE FAA Aircraft Registry Support Section To Whom It May Concern: Please assign N493LX to the following aircraft: N793TA Raytheon Aircraft Company 400A S/N RK-244 On behalf of our customer: 1/931—X --(eq 79314 18 JUN 18 2007 Flight Options, LW 26180 Curtiss-Wright Parkway Richmond Heights, OH 44143 The $10.00 fee has previously been paid. If you have any questions, please contact the undersigned at 681-6663. Thank you, conifer dwi Docume ation Specialist Serving the Aviation Industry for over 40 years SDNY_GM_02755825 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 OOOe/Ve/IFIC EFTA_00242747 EFTA01327863

• • VIV0HV1510 All0 04014V1X0 Ih 6 WU I d8W Lou NOII,VkilS1038 YYJ Hit* 03113 SDNY_GM_02755826 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00242748 EFTA01327864

U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION RECORDED CONYETA.NCE FILED IN: 1/4;NUM: 7931A SERIAL NUM: RI4-244 MIR: RAYTHEON AIRCRAFT COMPANY MODEL 400A AIR CARRIER: This form is to be used in cases whcrc a conveyance cones several aircraft and engines, propellers, or locations. File original of this farm with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT DATE LXECUTED 12/B12007 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 Sparc Pans: N793TA P&W C JTI 5D-5 PCE4A0257 P&W C 3115D4 PCE-JA0256 AC FORM 00303311-06) (0M2.00482.601MI) SDNY_GM_02 755827 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242749 EFTA01327865

SDNY_GM_02755828 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242750 EFTA01327866

CERTIFIED COPY TO BE RECORDED BY FM SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of December /I 2007 made by FLIGHT OPTIONS, LLC in favor of FO FINANCING, LLC as Mortgagee NJ 226.30160044 SDNYGA402755829 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 O 0 a a a C iJ O g g EFTA_00242751 EFTA01327867

• • VWOHV1)10 AID VHOHV1NO iS 21 Lid CI 330 HOZ 118 NOLV21.1.9103k1 .1.3V8ONIV VV3 HUM 03114 SDNY_GM_02755830 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242752 EFTA01327868

SECTION I I .1 TABLE OF CONTENTS CERTAIN DEFINITIONS Definitions co co 0 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 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 226.303.60CW4 SDNY_GM_02755831 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242753 EFTA01327869

• • SDNY_GM_02755832 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242754 EFTA01327870

p3 sa 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 Mortgagee's Right to Perform for the Grantor 13 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 1 — Description of Aircraft and Engines NJ 224.303.60014 SDNY_GM_02755833 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242755 EFTA01327871

• • SDNY GM 02755834 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242756 EFTA01327872

co C.9 G. SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, data) as of December LL, 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 defined below (the "Mortgagee"). WITNESSETH: • • WHEREAS, the Grantor and the Mortgagee are panics 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 "Temi 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 Agreement, 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, et. seq., 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 1 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 Engines 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 228.303.800v4 SDNY_GM_02755835 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242757 EFTA01327873

• SDNY_GM_02755836 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242758 EFTA01327874

as NI 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 I I 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 I6 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 1 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; 141 224303.000a SDNY_GM_02755837 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242759 EFTA01327875

• 4 SDNY_GM_02755838 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242760 EFTA01327876

(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 228.303,600v4 SDNY_GM_02755839 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242761 EFTA01327877

• SDNY GM 02755840 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242762 EFTA01327878

C) ro 1:3 s. Lt "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 220.30a 600v4 -4- SDNYGM02755841 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242763 EFTA01327879

• SDNY_GM_02755842 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242764 EFTA01327880

Cs W P.1 P.- 01 "UCC" means the Unitbrm 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 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 aircrafts 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 226.303.600v4 SDNYGM02755843 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0(1242765 EFTA01327881

SDNY_GM_02755844 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242766 EFTA01327882

LJ (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 are prior and superior to NJ 228,303.60Ov4 SDNY_GM_02755845 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242767 EFTA01327883

• • SDNYGM_027.846 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242768 EFTA01327884

ari as ro co 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 net:navy 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 of hostilities unless filly 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 228.303.600v4 SDNY_GM_02755847 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242769 EFTA01327885

• • SDNY_GM_02755848 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242770 EFTA01327886