EFTA01071851.pdf

INDEX CONSENT TO LEASE, AIRCRAFT IMPROVEMENT MANAGEMENT AGREEMENT AND AIRCRAFT OPERATING AGREEMENT THIS CONSENT TO LEASE, AIRCRAFT IMPROVEMENT MANAGEMENT AGREEMENT AND AIRCRAFT OPERATING AGREEMENT (this "Consent') is being entered into as of August 31, 2011, by and among RANCE ACQUISITIONS, LLC, acting as an exchange accommodation titleholder (hereinafter referred to as the 'EAT"), WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee ("Owner Trustee') AVIONETA HOLDINGS LLC, a Delaware limited liability company ("Avioneta". and together with EAT and Owner Trustee, the 'Customers" and each individually, a "Customer") and BANC OF AMERICA LEASING & CAPITAL, LLC (tender) RECITALS A. Lender and Customers entered into, among other things, a certain Loan and Aircraft Security Agreement (S/N 681) dated as of August 31, 2011 (as amended. amended and restated, modified and/or supplemented from time to time, the "Loan Agreement"), a copy of which is attached hereto as Exhibit A. Pursuant to the Loan Agreement, the Customers granted to Lender a security interest in and to, among other things, a certain Gulfstream Aerospace G-V aircraft bearing manufacturer's serial number 681 and United States Nationality and Registration Number N624N (as described in the Loan Agreement, the "Aircraft"). Capitalized terms not defined in this Consent are defined in the Loan Agreement. B. In connection with the financing provided by Lender under the Loan Agreement, EAT acquired the Aircraft, as an "exchange accommodation titleholder as defined by the regulations and revenue procedures promulgated under Section 1031 of the Internal Revenue Code of 1986, as amended, in order to effect a like-kind exchange within the meaning of said Section 1031 (the "Like-Kind Exchange"). C. In connection with the Like-Kind Exchange, (i) EAT, as lessor ("Lessors) and Owner Trustee, as lessee ("Lessee') are entering into an Aircraft Dry Lease dated as of August 31, 2011 (as amended, amended and restated, modified and/or supplemented from time to time, the "Lease") a copy of which is attached hereto as Exhibit B and (ii) Lessor and Avioneta are entering into an Aircraft Improvement Management Agreement dated as of August 31, 2011 (as amended, amended and restated, modified and/or supplemented from time to time the "Proiect Management Agreement', a copy of which is attached hereto as Exhibit C. Pursuant to the Lease, Lessee intends to lease the Aircraft from Lessor and, pursuant to the Project Management Agreement, Avioneta intends to supervise and manage all work related to the improvements to the Aircraft. D. In addition, Lessee and Avioneta have entered into an Aircraft Operating Agreement (N624N), dated as of August 31, 2011 (as amended, amended and restated, modified and/or supplemented from time to time, the "Operating Agreement"), a copy of which is attached hereto as Exhibit D pursuant to which Lessee grants Avioneta a non-exclusive license to possess, use and operate the Aircraft. D. Customers have asked Lender to consent to the Lease, Operating Agreement and Project Management Agreement, and Lender is willing to provide its consent, subject to the terms and conditions provided below. NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Lender and Customers agree as follows: 1. Lender's Consent. As long as no Event of Default has occurred and is continuing under the Loan O3089471 5 EFTA01071851 Agreement (including any default under this Consent) and all of Customers' representations and warranties herein and in the Loan Agreement and Lessor's, Lessees and Avioneta's respective representations and warranties in the Lease, Operating Agreement and Aircraft Management Agreement, are true and correct, Lender hereby consents to Lessor entering into the Lease and Project Management Agreement with Lessee and Avioneta, as the case may be. and Lessee entering into the Operating Agreement with Avioneta, all with respect to the Aircraft subject to the provisions of this Consent. 2. Supplemental Provisions. Each of the following agreements by Lessor, Lessee and Avioneta are hereby incorporated into and made a part of the Lease, Operating Agreement and Project Management Agreement (and each such agreement shall supercede any inconsistent provision now or hereafter contained in the Lease, Operating Agreement and Project Management Agreement, as the case may be) and are made for the benefit of, and may be enforced by Lender: (a) Modifications: Waivers. No material provision of the Lease, Operating Agreement or the Project Management Agreement shall be modified or waived if such modification or waiver either causes the Lease, the Operating Agreement or the Project Management Agreement to be inconsistent with the Loan Agreement or this Consent, or impairs Lenders rights under the Loan Agreement or this Consent. (b) Subiect and Subordinate. The rights of any Customer (and any party, person or entity of any kind whatsoever claiming through any Customer) with respect to the Aircraft shall be subject and subordinate in all respects to Lenders rights, title and interests in and to the Aircraft, including, all of its rights and remedies under the Loan Agreement and any other Loan Documents. (c) Primary Hangar: Inspection, The Aircraft shall be principally based at Teterboro Airport, Teterboro, New Jersey. Lender and/or its designee shall have the right, but not the duty, to inspect the Aircraft, any component thereof and/or the Records pursuant to Section 5.3 of the Loan Agreement. (d) No Inconsistent Actions. No Customer will take any action under, or enter into any agreement relating to, the Lease, the Operating Agreement or the Project Management Agreement that conflicts with the Loan Agreement or this Consent. Without limiting the foregoing, the Aircraft shall not be managed, used, chartered, operated, piloted, equipped, maintained, repaired, modified, inspected, serviced, located, leased, subleased, assigned, interchanged, insured, conveyed, encumbered or transferred, or otherwise disposed of, in a manner that is inconsistent with the Loan Agreement or this Consent. (e) No Use Outside U.S. The Aircraft may be flown temporarily to any country in the world, provided that the Aircraft (i) shall at all times be based and predominantly used, operated and located in the continental United States; and (ii) shall not be flown, operated, used or located in, to or over any such country or area (temporarily or otherwise) (A) that is excluded from the Required Coverages (or specifically not covered by such insurance), (B) with which the United States does not maintain favorable diplomatic relations, (C) in any area of recognized or threatened hostilities, (D) to the extent that payment of any claim under the Required Coverages directly or indirectly arising or resulting from or connected with any such flight, operation, use or location would be prohibited under any trade or other economic sanction or embargo by the United States of America, or (E) in violation of any of the Loan Documents or any Applicable Standards. Lessee and Avioneta shall adopt, implement and comply with all security measures required by any Applicable Law, or by any Required Coverages, or that are necessary or appropriate for the proper protection of the Aircraft (whether on the ground or in flight) against theft, vandalism, hijacking, destruction, bombing, terrorism or similar acts. The Aircraft shall not be de- registered from the FAA registry or re-registered in the registry of the aviation authority or other governmental authority of any other nation. (f) Lessee's Representations and Indemnifications. Lender may rely upon the truth and accuracy of all representations and warranties made to Lessor by Lessee in the Lease and by Avioneta in the Project Management Agreement and the Operating Agreement to the same extent and effect as if such representations and warranties had been made directly to and for the benefit of Lender. Lender shall be an express third party beneficiary of any indemnities and disclaimers of condition made in favor 2 /33064471 5 EFTA01071852 of Lessor by Lessee contained in the Lease and by Avioneta in the Project Management Agreement and the Operating Agreement. (g) Interest in Aircraft. Each Customer hereby acknowledges and agrees that: (i) it does not have, and it hereby disclaims, any present or future right, title or interest (other than Lessee's leasehold interest, as and to the extent provided in the Lease subject to the provisions hereof and other than Avioneta's leasehold interest, as and to the extent provided in the Operating Agreement subject to the provisions hereof) in or to the Aircraft, or any engine, auxiliary power unit, or any part thereof, and it will keep all of the same free and clear of Liens attributable to Customers, and (ii) title to any upgrades, modifications, additions, parts, engines, auxiliary power units, avionics, and other equipment, property or software, attached or added to, incorporated into, or otherwise made a part of the Aircraft by Lessee or any service provider or vendor pursuant to the Lease or by Avioneta or any other service provider or vendor pursuant to the Project Management Agreement or Operating Agreement, will vest in Lessor (and a security interest in and Lien on any of the foregoing will also vest in Lender), free and clear of any Liens. Without limiting the generality of the foregoing, or any other term or provision of this Consent, the Customers hereby acknowledge and agree that the Lenders security interest in and Lien on the Aircraft (or any portion thereof or any other collateral) shall remain in full force and effect and senior in all respects to any right, title or interest of any Customer in or to the Aircraft (or any portion thereof or any other collateral), and the Lender's security interest in and Lien on the Aircraft (or any portion thereof or any other collateral) shall not be released, impaired, discharged, waived, diminished, prejudiced or otherwise adversely affected in any way whatsoever (and Lender has not agreed in any way whatsoever to release, impair, discharge, waive, diminish, prejudice or otherwise adversely affect in any way whatsoever Lender's security interest in and Lien on the Aircraft, or any portion thereof or any other collateral), notwithstanding the Lease, the Operating Agreement, the Project Management Agreement or any rights, title or interest of Lessor, Lessee or Avioneta contained therein, in this Consent or otherwise. 3. Customers Remains Liable. Customers agree that they are and shall remain primarily and fully responsible for all of their obligations under the Loan Agreement notwithstanding any provision of the Lease, the Operating Agreement or Project Management Agreement, including, any agreement by Lessee or Avioneta, as the case may be, to perform its obligations thereunder. Without limiting the foregoing, Customers shall remain responsible for (a) obtaining and maintaining all of the insurance coverages required under the Loan Agreement, in strict accordance with the provisions thereof, (b) providing evidence satisfactory to Lender of such insurance as and when such evidence is required under the Loan Agreement; and (c) causing the Aircraft to be managed, used, chartered, operated, piloted, equipped, maintained, repaired, modified, inspected, serviced, located, leased, subleased, assigned, interchanged, insured, conveyed, encumbered, transferred or otherwise disposed of only in a manner that complies with the terms and conditions of the Loan Agreement. 4. Assignment. (a) Collateral Assignment. In consideration of Lender participating in the transactions contemplated in the Loan Agreement (including this Consent) and in order to secure Lessor's full and timely payment and performance of all of its obligations under the Loan Agreement and other Loan Documents (as such term is defined in the Loan Agreement), the Customers hereby assign and grant to Lender a first priority security interest in and Lien on the following collateral (the "Collateral"): (x) all of Lessors right, title and interest in, to and under (i) the Lease the Project Management Agreement (each as may be extended and renewed), including the right to receive any and all payments and other amounts relating thereto, (ii) any and all accounts, payment intangibles and other general intangibles, deposit accounts, chattel paper, and other property or rights relating thereto, including with respect to any insurance policies obtained pursuant to the Lease and the Project Management Agreement, (iii) all proceeds of any and all of the foregoing, and (iv) all books and records relating to any of the foregoing and (y) all of Lessee's right, title and interest in, to and under (i) the Operating Agreement (each as may be extended and renewed), including the right to receive any and all payments and other amounts relating thereto, (ii) any and all accounts, payment intangibles and other general intangibles. deposit accounts, chattel paper, and other property or rights relating thereto, including with respect to any insurance policies obtained pursuant to the Operating Agreement, (iii) all proceeds of any and all of the 3 \33089471 5 EFTA01071853 foregoing, and (iv) all books and records relating to any of the foregoing. (b) Payments to Lender. Customers hereby acknowledge the assignment and grant in Section 4(a) above, and agree that from and after the occurrence and continuation of an Event of Default under the Loan Agreement, all amounts payable to any Customer under the Lease, the Operating Agreement and the Project Management Agreement (the "Additional Proceeds") shall be paid to Lender without regard to any abatement, deduction, set-off, defense, counterclaim, recoupment, claim, right of rescission or termination, deferment or diminution for any reason. Each Customer shall hold in trust and promptly remit to Lender any Additional Proceeds accrued or payable after Lender delivers written notice to Customers of such Event of Default. 5. Lenders Rights Upon Default. Any breach of any representation, warranty or agreement in this Consent, or in any agreement entered into in connection with this Consent, by any Customer shall constitute an immediate Event of Default under the Loan Agreement. Without limiting any term of this Consent or the Loan Agreement, upon the occurrence of any Event of Default under the Loan Agreement (whether or not arising hereunder), Lender shall have the right at its sole election to exercise any and all of the following remedies (a) Lender may exercise all of its rights, powers and remedies under the Loan Agreement, including, without limitation, its right to repossess or demand return of the Aircraft, notwithstanding any rights or interests of any Customer or any other such party may have, and upon any such demand the party then in possession of the Aircraft shall immediately return the Aircraft to Lender; (b) pursuant to Section 4(b), Lender may notify the Customers to make all payments payable to Lessor under the Lease, Operating Agreement and/or Project Management Agreement directly to Lender, and in such event the applicable Customer agrees not to collect any such payments thereafter; (c) Lender may modify, enforce or terminate the Lease, Operating Agreement and/or Project Management Agreement without the consent of any Customer; (d) Lender may exercise remedies against or with respect to the Collateral; and (e) Lender may exercise any other remedy available to it pursuant to Applicable Law. All rights granted hereunder shall be cumulative and not alternative, shall be in addition to and shall in no manner impair or affect Lenders right under the Loan Agreement, or any other agreement, statute or rule of law. Each Customer agrees to cooperate with Lenders exercise of any such rights, powers and remedies, including the return of the Aircraft to Lender upon Lender's demand 6. Indemnity. Without limiting or otherwise prejudicing any Indemnitee's rights under any other provision of this Consent, or the Loan Agreement: each Customer hereby confirms that any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, demands, costs, expenses and disbursements (including, without limitation, legal fees and expenses) of any kind and nature whatsoever ("Indemnified Liabilities") imposed on, incurred by or asserted against Lender and/or its agents. employees, officers, directors, shareholders, subsidiaries, affiliates, successors, and assigns (each, an "Indemnitee") in any way relating to or arising out of this Consent, the Lease, the Operating Agreement the Project Management Agreement or any documents contemplated thereby, or the performance or enforcement of any of the terms hereof or thereof, shall constitute Claims covered by the indemnification provisions set forth in Section 8.2(b) of the Loan Agreement; provided, that the Customers shall have no obligation to indemnify an Indemnitee with respect to Indemnified Liabilities directly arising from the gross negligence or willful misconduct of such Indemnitee (unless if imputed by Applicable Law). If any claim for Indemnified Liabilities is made against any Customer or an Indemnitee, the party receiving notice of such claim for Indemnified Liabilities shall promptly notify the others, but the failure of the party receiving notice to so notify the others shall not relieve such Customer of any obligation hereunder. 7. DISCLAIMER. LENDER SHALL NOT BE DEEMED TO HAVE MADE, AND HEREBY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE AIRCRAFT, INCLUDING ANY ENGINE, APU, PART OR RECORD, OR ANY MATTER WHATSOEVER, INCLUDING, THE AIRCRAFT'S DESIGN, CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, ABSENCE OF ANY PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT OR LATENT DEFECT (WHETHER OR NOT DISCOVERABLE BY ANY CUSTOMER OR ANY OTHER PERSON), COMPLIANCE OF THE AIRCRAFT WITH ANY APPLICABLE LAW, CONFORMITY OF THE AIRCRAFT TO THE PROVISIONS AND SPECIFICATIONS OF ANY PURCHASE DOCUMENT OR TO THE DESCRIPTION SET FORTH IN THE LOAN AGREEMENT OR IN ANY OTHER 4 030894715 EFTA01071854 DOCUMENT OR AGREEMENT, OR ANY INTERFERENCE OR INFRINGEMENT, OR ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE, NOR SHALL LENDER BE UABLE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR STRICT OR ABSOLUTE LIABILITY IN TORT; AND EACH CUSTOMER HEREBY WAIVES ANY CLAIMS ARISING OUT OF ANY OF THE FOREGOING. 8. Further Assurances. Notices; Power of Attorney. (a) Further Assurances. Each of the Customers agrees that it will promptly take such actions and execute and deliver or cause to be executed and delivered or otherwise consent to any and all further instruments and documents as Lender may reasonably request from time to time consistent with the purposes of this Consent. Each of the Customers hereby authorizes Lender to complete and file any financing statements Lender deem desirable in order to perfect its security interest in the Collateral and/or, if Lender so desires, file this Consent, with an executed counterpart of the Lease and Operating Agreement with the Federal Aviation Administration ("EM"). (b) Notices. All communications and notices provided for herein shall be in writing and shall become effective (i) upon hand delivery, (ii) upon delivery by an overnight delivery service, (iii) upon two (2) business days after being deposited in the U.S. mail with proper postage for first-class mail prepaid, sent by registered or certified mail, return receipt requested, and addressed to Lender or any Customer, as applicable, at their respective addresses set forth under the signatures hereto or such other address as any party hereto may hereafter designate by written notice to the other, or (iv) when sent by telecopy (with customary confirmation of receipt of such telecopy) on the business day when sent or upon the next business day if sent on other than a business day. (c) Power of Attorney. Each Customer acknowledges and agrees that Lender may exercise its power of attorney granted under the Loan Agreement as and when Lender deems necessary or appropriate to carry out the intent of this Consent. Without limiting the foregoing, each Customer hereby further agrees that Lender may endorse any Customer's name on any checks, notes, drafts or any other payments or instruments relating to any of the Loan Agreement, the Lease, the Operating Agreement, the Project Management Agreement and/or the Aircraft. 9. No Assumption. Nothing in this Consent shall constitute (a) an assumption by Lender of any responsibility for the performance by any Customer under, or any liability arising in connection with, any of the Lease, the Operating Agreement, the Project Management Agreement and/or the Aircraft or (b) a waiver or limitation of any of Lender's rights or remedies, or any Customers obligations, under any of the Loan Agreement, the Lease, the Operating Agreement and/or the Project Management Agreement. 10. Miscellaneous. (a) Governing Law: Binding Effect. This Consent shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of laws rules and shall be binding upon each of Lender and the Customers and their respective successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Each Customer hereby irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in any way in connection with this Consent may be instituted or brought in the courts of the State of New York or the United States Courts for the Southern District of New York, as Lender may elect or in any other state or Federal Court as Lender shall deem appropriate. EACH CUSTOMER ALSO HEREBY KNOWINGLY AND FREELY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY LITIGATION ARISING HEREFROM OR IN RELATION HERETO. All of Lenders rights and privileges contained herein, and all indemnities, shall survive the expiration or other termination of the Lease, the Operating Agreement, the Project Management Agreement, any charter agreement or this Consent. (b) Representations. Customers hereby represent, warrant and agree that: (i) Each of this Consent, the Lease, the Operating Agreement, the Project Management Agreement and any related document entered into by any Customer, has been duly authorized, executed and delivered by such party 5 X33089471 5 EFTA01071855 and constitutes the legal, valid, binding agreement of such party, enforceable against them in accordance with its terms. (ii) Each of Lessee and Avioneta currently has, and will maintain throughout the term of the Lease and the Operating Agreement, as applicable, all licenses, registrations or other authorizations required by the FAA, the Department of Transportation or other Applicable Law, to operate the Aircraft as contemplated under the Lease, and the Operating Agreement, as applicable, this Consent and the Loan Agreement and to perform all of its obligations thereunder and hereunder. (iii) Except for truth-in-leasing purposes, neither the Lease nor the Operating Agreement shall be filed with the FAA, nor shall any International Interest with respect thereto be registered with the International Registry, without the prior written consent of Lender. (iv) Customers shall not permit the Aircraft to be operated in such a manner or for such purposes as would require the Aircraft to be operated under Part 135 of the FARs except by a Manager party to an appropriate Operating Consent. (vii) The Aircraft shall not be used for any pilot training activities, and shall at all times comply with all Applicable Laws with respect to its performance and compliance with the Lease and the Operating Agreement. (viii) Avioneta shall at all times maintain "operational control," (as defined in the FARs) of the Aircraft pursuant to the terms of the Loan Agreement, this Consent and the Operating Agreement, as the case may be. (c) Entire Agreement; Modifications, Etc. This Consent, the Loan Agreement and the other Loan Documents contain the entire agreement among the parties hereto regarding the subject matter hereof and completely and fully supercede all other prior agreements, both written and oral, among the parties relating to the subject matter of this Consent. Any agreements, acknowledgments, indemnifications, representations and warranties in this Consent by any Customer in favor of Lender shall be deemed to supplement and be a part of the Loan Agreement (and will constitute one of the 'Loan Documents'), but the Loan Agreement shall otherwise remain unmodified and in full force and effect. This Consent shall not be modified, altered, amended or waived in whole or in part except in writing duly signed by each party. Any waiver shall be effective only in the specific instance and for the specific purpose for which it is given. No failure to exercise, or delay in exercising, any right hereunder shall operate as a waiver of such right; nor shall any failure to exercise, or partial exercise of, any right under this Consent preclude any other or further exercise of such right or the exercise of any other right. If any provision in this Consent or any part of such provision is held invalid or unenforceable, such invalidity or unenforceability shall not affect or impair the validity or the enforceability of the remaining provisions, or any part thereof, of this Consent, which shall remain in full force and effect. This Consent may be executed in any number of counterparts, all of which when taken together shall constitute but a single instrument. The headings in this Consent are for convenience only and shall not limit or otherwise affect any of the terms hereof. (d) Loan Agreement Remains in Effect; Conflicts. In the event that any term or provision of this Consent conflicts with any terms or provision in the Lease, the Operating Agreement or the Project Management Agreement or any document or instrument delivered in connection herewith or therewith, the terms and provisions of this Consent shall control. In the event, however, that any term or provision of this Consent conflicts with any terms or provision of the Loan Documents, the terms and provisions of the Loan Agreement and the other Loan Documents shall control. (SIGNATURES ON NEXT PAGE) 6 ‘33089471 5 EFTA01071856  IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective duly authorized representatives as of the date first above written. BANC OF AMERICA LEASING & CAPITAL, AVIONETA HOLDINGS LLC, a Customer LLC, Lender By: By: Name: Title: 7 A. DoodeY/ Vine President Name: John J. Hannan Title: President and a Member Notice Address: Notice Address: One Financial Plaza, 5th Floor do Apollo Management, L.P. Providence, Rhode Island 02903 9 W. 57° Street, 43° Floor ft Operations New York, NY 10019 RANCE ACQUISITIONS, LLC, as EAT, a WELLS FARGO BANK NORTHWEST, Customer and Lessor NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee, a By: TVPEAT, Inc. Customer and Lessee Its: Managing Member By: By: Name: Scott Rosevear Name: Jeffrey Towers Title: Vice President Title: Vice President Notice Address: Notice Address: 299 South Main Street do TVPX 1031 Exchange Co. MAC U1228-120 9 Damonmill Square. Suite 3A2 Salt Lake City, UT 84111 Concord, MA 01742-2894 INS Consent to Lease Signature Page EFTA01071857  IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective duly authorized representatives as of the date first above written. BANC OF AMERICA LEASING & CAPITAL, AVIONETA HOLDINGS LLC, a Customer LLC, Lender By: By: Nam John J. Name: Till Preside Title: Notice Address: Notice Address: One Financial Plaza, 5th Floor do Apollo Management, L.P. Providence, Rhode Island 02903 9 W. 57th Street, 43gl Floor jl ft Operations New York, NY 10019 NSW RANCE ACQUISITIONS, LLC, as EAT, a WELLS FARGO BANK NORTHWEST, Customer and Lessor NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee, a By: TVPEAT, Inc. Customer and Lessee Its: Managing Member By: By: Name: Scott Rosevear Name: Jeffrey Towers Title: Vice President Title: Vice President Notice Address: Notice Address: 299 South Main Street do TVPX 1031 Exchange Co. MAC U1228-120 9 Damonmill Square, Suite 3A2 Salt Lake City, UT 84111 Concord, MA 01742-2894 "ces Consent to Lease Signature Page EFTA01071858  IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective duly authorized representatives as of the date first above written. BANC OF AMERICA LEASING & CAPITAL, AVIONETA HOLDINGS LLC, a Customer LLC, Lender By: By: Name: John J. Hannan Name: Title: President and a Member Title: Notice Address: Notice Address: One Financial Plaza, 5th Floor do Apollo Management, L.P Providence, Rhode Island 02903 9 W. 57th Street, 43n0 Floor ft Operations New York, NY 10019 RANCE ACQUISITIONS, LLC, as EAT, a WELLS FARGO BANK NORTHWEST, Customer and Lessor NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee, a By: TVPEAT, Inc. Customer and Lessee Its: Managing Member By: By: Name: Scott Rosevear Name: Towers Title: Vice President Title: Vice President Notice Address: Notice Address: 299 South Main Street do TVPX 1031 Exchange Co. MAC U1228-120 9 Damonmill Square, Suite 3A2 Salt Lake City, UT 84111 Concord, MA 01742-2894 Mir Consent to Lease Signature Page EFTA01071859  IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective duly authorized representatives as of the date first above written. BANC OF AMERICA LEASING & CAPITAL, AVIONETA HOLDINGS LLC, a Customer LLC, Lender By: By: Name: John J. Hannan Name: Title: President and a Member Title: Notice Address: Notice Address: One Financial Plaza, 5th Floor do Apollo Management, L.P. Providence, Rhode Island 02903 9 W. 57V1 Street, 43r0 Floor ft Operations New York, NY 10019 RANCE ACQUISITIONS, LLC, as EAT, a WELLS FARGO BANK NORTHWEST, Customer and Lessor NATIONAL ASSOCIATION, not in its individual capacity, but sole Owner Trustee, a By: TVPEAT, Inc. Customer and L Its: Managing Member By: Name: Jeffrey Towers Title: Vice President Notice Address: Notice Address: 299 South Main Street do TVPX 1031 Exchange Co. MAC U1228-120 9 Damonmill Square, Suite 3A2 Salt Lake City, UT 84111 Concord, MA 01742-2894 Mit Consent to Lease Signature Page EFTA01071860  EXHIBIT A LOAN AGREEMENT 1:i.S, 41- 1 • EFTA01071861  LOAN AND AIRCRAFT SECURITY AGREEMENT (SIN 681) THIS LOAN AND AIRCRAFT SECURITY AGREEMENT (SIN 681) (together with all Addenda, Riders and Annexes hereto, this "Agreement) is dated as of August 31, 2011 (the "Closing Date"), by and among RANCE ACQUISITIONS, LLC, acting as an exchange accommodation titleholder (hereinafter referred to as the 'EAT"), WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee ("Owner Trustee"), AVIONETA HOLDINGS LLC, a Delaware limited liability company ("Avioneta"; and together with EAT and Owner Trustee, the "Customers" and each individually, a "Customer) and BANC OF AMERICA LEASING & CAPITAL, LLC ("Lender). In consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: RECITALS A. Capitalized and certain other terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in Annex A attached hereto and made a part hereof. B. Avioneta is a party to an Aircraft Purchase and Sale Agreement dated August 4, 2011 (the "Purchase Agreement), with ITT Corporation ("Seller) with respect to the Aircraft. Pursuant to an Assignment of Aircraft Purchase and Sale Agreement dated as of August 31, 2011. between Avioneta and EAT, Avioneta has assigned its rights and obligations under the Purchase Agreement to EAT, and EAT will be acquiring the Aircraft, as an "exchange accommodation titleholder as defined by the regulations and revenue procedures promulgated under Section 1031 of the Internal Revenue Code of 1986, as amended, in order to effect a like-kind exchange within the meaning of said Section 1031 (the "Like-Kind Exchange"). C. Avioneta and Owner Trustee have entered into a Trust Agreement, pursuant to which Avioneta created a trust in order for the Owner Trustee to, on and after the Exchange Completion Date, hold, protect and conserve the Aircraft or the membership interests in the EAT until such time as Avioneta directs the Owner Trustee to distribute the Aircraft in accordance with its written instructions (but subject in all respects to the provisions of this Agreement and the other Loan Documents), and Owner Trustee has accepted the trust as therein provided. D. At the request of Avioneta and Guarantor, Lender is entering into this Agreement with Customers to finance the purchase by EAT of the Aircraft in order to facilitate the Like-Kind Exchange and to finance certain refurbishments and upgrades to the Aircraft. Contemporaneously herewith, Owner Trustee is leasing the Aircraft from EAT pursuant to the Aircraft Lease. E. Avioneta is the trustor of Appollo 2003-1 Trust, the sole member of Avioneta LLC (the "Existing Owner) which is the owner of a 1998 Gulfstream IV aircraft bearing FAA Registration Mark N12NZ and manufacturers serial number 1376 (the "Existing Aircraft). To complete the Like-Kind Exchange, Avioneta intends to instruct Existing Owner to enter into a contract to sell the Existing Aircraft and assign its rights thereunder to a qualified intermediary (as defined in Treasury Regulation 31.1031(k)-1(g)(4))to effect the sale thereof on or before the Exchange Completion Date. F. Immediately after such sale of the Existing Aircraft, to complete the Like-Kind Exchange, the EAT will transfer title to the Aircraft (or the membership interests in the EAT) through Time Value Property Exchange, Inc., the qualified intermediary, to Owner Trustee. G. Whether or not the Like-Kind Exchange is completed on or before the Exchange Completion Date, no later than the Exchange Completion Date, EAT will convey to Owner Trustee, and Owner Trustee will acquire, good and marketable title to either the membership interests in the EAT or the Aircraft and to any and all other Collateral in which EAT has any rights, title or interests, subject to no Liens, except the security interest and other Liens created hereby in favor of Lender. NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: \330376109 EFTA01071862  (LOAN AGREEMENT (S/N 681)) SECTION 1. TERMS OF LOAN. 1.1 Loan and Use of Proceeds. Subject to the terms and conditions of this Agreement, Lender agrees to make a loan to the Customers in the principal amount set forth in Annex B attached hereto and made a part hereof (the "Loan"). Customers shall use the proceeds of the Loan to finance or refinance the costs of the acquisition of the Aircraft. 1.2 Repayment and Prepayment. The Customers' obligations to repay the Loan shall be evidenced by one or more Promissory Notes dated on and/or after the Closing Date, payable by the Customers to the order of Lender in the original principal amount of the Loan (as amended, modified, restated, extended and renewed from time to time, the "Note"). The Loan shall bear interest and be repaid by the Customers at the times and in the manner set forth in the Note. The Loan may be prepaid only in the manner and subject to terms and conditions set forth in the Note and, if applicable, Section 4.7 hereof or the Conversion Rider. SECTION 2. CONDITIONS OF BORROWING. Lenders obligation to make the Loan shall be both subject to and conditioned upon the satisfaction of all of the conditions precedent specified in the Closing Terms • Addendum attached to and made a part of this Agreement. SECTION 3. REPRESENTATIONS AND WARRANTIES. In order to induce Lender to enter into this Agreement and to make the Loan herein provided for, the Customers and (in the instances indicated) each Customer represents, warrants and covenants to Lender that: (a) (i) each Customer (A) is duly qualified to do business in each jurisdiction in which the conduct of its business or the ownership or operation of its assets requires such qualification, including the jurisdiction of the Primary Hangar Location; (B) has the necessary authority and power to own and operate the Aircraft and its other assets and to transact the business in which it is engaged; (C) is a "citizen of the United States" within the meaning of the Transportation Code; and (D) has the form of business organization set forth in Annex B hereto and is and will remain duly organized, validly existing and in good standing under the laws of the state of its organization set forth in Annex B hereto, its federal tax identification number is as set forth in Annex B hereto, and its state-issued organizational identification number (if any), chief executive office and principal place of business address are all as set forth on Annex B hereto; and (ii) its name as shown in the preamble of this Agreement is its exact legal name as shown on its charter, by-laws, articles of organization or operating agreement, as applicable, each as amended as of the Closing Date; (b) (i) each Customers execution and delivery of, and performance of its obligations under and with respect to, each of the Loan Documents (including its borrowing the amounts constituting the Loan, granting the Lenders Lien against the Aircraft and other Collateral and participating in the other transactions contemplated herein and therein), (A) have been duly authorized by all necessary action on the part of such Customer consistent with its form of organization, (B) do not contravene or constitute a default under any Applicable Law, any of such Customer's Organizational Documents, or any agreement, indenture, or other instrument to which such Customer is a party or by which it may be bound, (C) do not require the approval of or notice to (1) any Govemmental Authority, except for the filings and registrations specified in the Closing Terms Addendum, all of which shall have been duly effected prior to or concurrently with Lender making the Loan, or (2) any other party (including any trustees or holders of indebtedness), and (D) will not result in the creation or imposition of any Lien on any of the assets of such Customer (including, in the case of Owner Trustee, the Trust Estate) other than the Lender's Lien created hereby and by the other Loan Documents with respect to the Collateral; (ii) each of the Transaction Documents referenced in the Closing Terms Addendum has been duly executed and delivered by an authorized representative of each of the Transaction Parties, and constitutes the legal, valid and binding obligation of each of the other Transaction Parties thereto, enforceable against each of them in accordance with the respective terms of such Transaction Documents (including, without limitation, the grant of the Lenders Lien); and (iii) without limiting the foregoing, upon Lender's advancing the Loan on the Closing Date, (A) the Customers will have satisfied or complied with all conditions precedent and requirements as set forth in the Loan Documents required to have been satisfied or complied with concurrently with or prior to such advance and (B) no Default or Event of Default shall be then existing; (c) in the case of each Customer, there are no proceedings pending or, so far as the officers, managers, or members of each Customer know, threatened against or affecting such Customer or any of its property before any Govemmental Authority that could impair the EAT's, until any transfer of the Aircraft to 2 133037610.9 EFTA01071863  (LOAN AGREEMENT (SIN 681)) Owner Trustee (the 'EAT Aircraft Transfer), and thereafter, Owner Trustee's title to the Aircraft or any of the other Collateral, or that, if decided adversely, could materially affect the financial condition or operations of such Customer or its ability to perform its obligations under any of the Loan Documents; (d) (i) Avioneta is the sole Trustor under the Trust Agreement (ii) prior to any EAT Aircraft Transfer, EAT has, and shall continue to have, good and marketable title to the Collateral, free and clear of Liens, except Permitted Liens (iii) after any EAT Aircraft Transfer, Owner Trustee will have good and marketable title to the Collateral, free and clear of Liens, except Permitted Liens; (iv) the Lender's Lien in the Airframe, the Engines and the other Collateral is and shall remain validly created and perfected, and has and shall continue to have first priority over any other Liens pursuant to all Applicable Laws; and (v) all filings, recordings, registrations or other actions necessary or desirable in order to vest such title in the EAT or Owner Trustee, as applicable, and establish, perfect and give first priority to Lender's Lien and other rights and interests in, against or with respect to the Collateral, have been duly effected, and all Impositions in connection therewith have been duly paid; (e) without limiting any of the other representations and warranties in this Agreement, for the purposes of the Cape Town Convention and any other Applicable Law, (i) upon the conclusion of the sale of the Aircraft to EAT (and no later than the Exchange Completion Date, the EAT Aircraft Transfer or 100% of the membership interests in the EAT to Owner Trustee), and EAT's and Owner Trustee's, as applicable, grants and assignments, and (if constituting a lease) any Permitted Third Party Agreement, contemplated in the Loan Documents or other Transaction Documents, the EAT or Owner Trustee, as applicable, and (if a lessee) any Interested Third Party shall be situated in, and the Customers will cause the Aircraft to be duly registered in, the United States of America (which is a contracting state), (ii) with respect to any of the Transaction Documents relating to the Airframe or any Engine, each of the respective parties thereto has power to dispose of the Airframe and Engines, as contemplated therein by way of the relevant Transaction Document, and (iii) the Purchase Documents qualify as a 'contract of sale', and (if constituting a lease) any Permitted Third Party Agreement and the Loan Documents are effective to constitute international interests in the Airframe and Engines and security assignments of the related associated rights and transfer of the related international interests, as contemplated therein, and each such Registerable Interest will be effective against third parties upon registration at the International Registry, without any further filings or registrations (except as contemplated in the Loan Documents); (f) (i) all financial statements of Avioneta, if any, copies of which have been heretofore delivered to Lender, are complete and correct, have been prepared in accordance with GAAP and present fairly the financial position of Avioneta as at the date thereof and the results of its operations for the period ended on said date and there h