nordlb-acy_falkoborrowerp





 








 


 


 


 


 

 



BORROWER PARENT TRANSFER AGREEMENT

 


dated
as of March 16, 2021 by

 



AEROCENTURY CORP.,

 


as
Prior Borrower Parent

 



DRAKE JET LEASING 10 LLC,

 


as New
Borrower Parent

 



ACY E-175 LLC,

 


as
Republic Borrower

 



NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH,

 


as
Participant

 



NORDDEUTSCHE LANDESBANK GIROZENTRALE,

 


as Swap
Counterparty

 



NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK
BRANCH,

 


as
Agent

 


and

 



WILMINGTON TRUST COMPANY,

 


as
Security Trustee

 


Aircraft
Credit Facility


______________________________

 



Norddeutsche Landesbank Girozentrale, New York Branch



Mandated Lead Arranger


 

 




	
 

	
 

	
 








VP/#42016062.6









TABLE OF CONTENTS


 


Page

 


 







Section
1. 

Definitions 1





 

 



Section
2. 

Agreements 1





 



2.1 

General 1







2.2 

Consent to
Membership Interest Transfer 2







2.3 

Release of the
Prior Borrower Parent 2







2.4 

New Borrower Parent
Pledge Agreement 2







2.5 

Amendment to Swap
Master Agreement 3







2.6 

Amendments to the
Credit Agreement and the other Operative
Documents 3







2.7 

Acknowledgment
Regarding Related Borrowers 3





 

 



Section
3. 

Conditions
Precedent; Conditions Subsequent 3





 

 



Section
4. 

Representations and
Warranties 5





 

 



Section
5. 

Miscellaneous 7





 



5.1 

Amendments,
Etc 7







5.2 

Ratification;
Effectiveness 7







5.3 

Further
Assurance 8







5.4 

Costs 8







5.5 

Successors and
Assigns 8







5.6 

Captions 8







5.7 

Counterparts 8







5.8 

Governing Law;
Submission to Jurisdiction 8







5.9 

Waiver of Jury
Trial 9






 


	

SCHEDULE I

	

-

	

Form of
Borrower Parent Pledge Agreement









	
 

	

 

	
 

















 







BORROWER PARENT TRANSFER AGREEMENT

 


THIS BORROWER PARENT TRANSFER AGREEMENT
is made as of March 16, 2021 (this “Agreement”) among AEROCENTURY
CORP., a corporation
incorporated under the laws of the State of Delaware (the
“Prior
Borrower Parent”),
DRAKE JET LEASING 10
LLC, a limited liability
company organized under the laws of the State of Delaware (the
“New Borrower
Parent”), ACY E-175
LLC, a limited liability company organized under the laws of
the State of Delaware (the “Republic Borrower”), NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK
BRANCH, as a loan participant (in such capacity, and
together with its successors, assigns and transferees, each a
“Participant”
and, together, the “Participants”), NORDDEUTSCHE LANDESBANK GIROZENTRALE, as
swap counterparty (in such capacity, the “Swap Counterparty”), NORDDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH, as loan
facility agent (in such capacity, the “Agent”), and WILMINGTON TRUST COMPANY, a Delaware
trust company, as security trustee (the “Security Trustee”).

 


WHEREAS, the Republic Borrower, the
Participant, the Agent and the Security Trustee, among others, have
previously entered into that certain Credit Agreement dated as of
February 6, 2019 (as amended, modified or supplemented from
time to time prior to the date hereof, the “Credit Agreement”);

 


WHEREAS, the Prior Borrower Parent and
the Security Trustee have previously entered into that certain
Membership Interest Pledge Agreement dated as of February 8,
2019 (as amended, modified or supplemented from time to time prior
to the date hereof, the “Existing Borrower Parent Pledge Agreement”)
with respect to, inter
alia, the Prior Borrower Parent’s ownership of 100% of
the Membership Interest (as defined in the Existing Borrower Parent
Pledge Agreement) in the Republic Borrower; and

 


WHEREAS, the Prior Borrower Parent
intends to transfer all of its right, title and interest to and in,
inter alia, the Membership
Interest to the New Borrower Parent (the “Membership Interest
Transfer”).

 


NOW THEREFORE, for good and valuable
consideration, the receipt of which has been duly received, the
parties hereto agree as follows:

 

Section
1. Definitions

 

1.1 Unless the context
otherwise requires, capitalized terms used herein (including the
recitals above) and not otherwise defined herein shall have the
meanings set forth in the Credit Agreement for all purposes of this
Agreement. The term “New
Agreements” shall mean this Agreement, the Servicing
Agreement, the Servicer Consent and the New Borrower Parent Pledge
Agreement.

 

Section
2. Agreements.

 

2.1 General. Pursuant to that
certain purchase agreement in respect of the Membership Interest
dated  March 16, 2021 (the “Purchase Agreement”) between,
inter alios, the Prior
Borrower Parent and the New Borrower Parent, the Prior Borrower
Parent has agreed to sell, assign and transfer, and the New
Borrower Parent has agreed to purchase and assume, the Membership
Interest (as defined in the Existing Borrower Pledge Agreement).
This Agreement sets forth certain agreements among the parties
hereto in respect of the Membership Interest Transfer. For the
purposes of this Agreement, the releases, consents and agreements
contemplated by this Section 2 shall be effective upon the
satisfaction of all of the conditions precedent set forth in
Section 3 in accordance with the terms thereof (the
“Transfer
Date”).

 

2.2 Consent to Membership Interest
Transfer. Notwithstanding Section 5.4 of the Credit
Agreement, Sections 4(a) and 16 of the Existing Borrower Parent
Pledge Agreement or any other provision of the Operative Documents
to the contrary, each of the Security Trustee, the Agent the
Participant and Swap Counterparty consents to the Membership
Interest Transfer and the entry into the New Agreements on the
terms and conditions set forth herein.

 

2.3 Release of the Prior Borrower
Parent. On the Transfer Date:

 

(a) each of the
Participant and Swap Counterparty, the Agent and the Security
Trustee hereby (i) releases and discharges the Prior Borrower
Parent from all of its present and future liabilities, duties and
obligations owing to them under the Existing Borrower Parent Pledge
Agreement and the other Operative Documents (other than any
liabilities, duties and obligations that expressly survive the
termination of such documents) and (ii) agrees that they
will have no further rights or claims against the Prior Borrower
Parent thereunder (other than any rights or claims arising prior to
the Transfer Date and any rights or claims that expressly survive
the termination of such documents);

 

(b) the Security
Trustee hereby, for and on behalf of the Secured Parties,
(i) releases the Lien of the Existing Borrower Parent Pledge
Agreement and (ii) releases, discharges and, where applicable,
transfers or reassigns to the Prior Borrower Parent all of its
rights, titles and interest in and to the Pledged Collateral (as
defined in the Existing Borrower Parent Pledge Agreement) assigned
unto the Security Trustee under the Existing Borrower Parent Pledge
Agreement;

 

(c) each of the Prior
Borrower Parent and the Security Trustee is hereby authorized to
make such UCC filings as may be necessary to evidence the release
of the Pledged Collateral (as defined in the Existing Borrower
Parent Pledge Agreement). In connection therewith, the Security
Trustee (and the other parties hereto, if so requested) will, at
the New Borrower Parent’s reasonable cost and expense,
execute and deliver, or cause to be executed and delivered, such
documents as may be reasonably requested by the Prior Borrower
Parent or the New Borrower Parent to evidence such release (which
documents shall be provided to the Security Trustee by the Prior
Borrower Parent in execution form); and

 

(d) the Security
Trustee hereby consents to the revocation of all powers of attorney
granted to it by the Prior Borrower Parent under the Existing
Borrower Parent Pledge Agreement and such powers of attorney are
hereby revoked by the Prior Borrower Parent with immediate effect
from the Transfer Date.

 

2.4 New Borrower Parent Pledge
Agreement. The New Borrower Parent and the Security Trustee
hereby agree to enter into a membership interest pledge agreement
on the Transfer Date substantially in the form of Schedule I hereto
(the “New Borrower Parent
Pledge Agreement”).

 

2.5 Amendment to Swap Master
Agreement. On or promptly following the Transfer Date (but
in any case, within five Business Days following the Transfer
Date), the Swap Counterparty and the Republic Borrower shall enter
into an amendment to the Swap Master Agreement of form and
substance satisfactory to the Swap Counterparty.

 

2.6 Amendments to the Credit Agreement and
the other Operative Documents.

 

(a) As of the Transfer
Date, all references to the “Borrower Parent” or, with
respect to the Borrower Parent Pledge Agreement, the
“Pledgor”, in the Credit Agreement or the other
Operative Documents shall be construed wherever it appears therein
as if it referred to the New Borrower Parent in place of the Prior
Borrower Parent, except where such reference relates to an
obligation to be satisfied, or a representation or warranty that is
not continuing and was made, prior to the Transfer
Date.

 

(b) As of the Transfer
Date, all references to the “Remarketing Agent” in the
Credit Agreement or any other Operative Document shall be construed
wherever it appears therein as if it referred to Falko Regional
Aircraft Limited in place of the Prior Borrower Parent, except
where such reference relates to an obligation to be satisfied or a
representation or warranty that is not continuing and was made
prior to the Transfer Date.

 

(c) As of the Transfer
Date, all references to the Loan Operative Documents shall be
deemed to include (i) the Servicing Agreement and (ii) the Servicer
Consent, in each case as defined below.

 

2.7 Acknowledgment Regarding Related
Borrowers. Each of the parties hereto hereby acknowledges
that each of the 19002 Borrower, the 19003 Borrower and the Adria
Borrower is no longer party to the Credit Agreement, the Security
Agreement and the other Operative Documents and has previously been
released and discharged from all liabilities, duties, obligations,
rights and claims under such Operative Documents (other than any
liabilities, duties and obligations that expressly survived the
release of such Borrower from such documents), and the Liens
created under the Loan Operative Documents relating to Mortgaged
Property and Pledged Property relating to or granted by each such
Borrower have been previously released or will be released prior to
the Transfer Date and each of the parties hereto hereby acknowledge
that neither the New Borrower Parent nor Republic Borrower shall
have any liabilities, duties obligations, in relation thereto;
provided that, for
the avoidance of doubt, the Cash Collateral Account remains open
and subject to the Liens created under the Loan Operating
Documents.

 

Section
3. Conditions Precedent; Conditions
Subsequent.

 

3.1 Conditions Precedent. The
releases, consents and agreements contemplated by Section 2 of this
Agreement shall become effective upon receipt by the Participant,
the Swap Counterparty, the Agent and the Security Trustee of each
of the following conditions precedent, each of which shall be in
form and substance reasonably satisfactory to the Agent (or such
condition shall be waived by the Agent with the consent of the
Participant):

 

(a) a copy of this
Agreement, duly executed and delivered by each of the parties
hereto;

 

(b) a copy of the
Membership Interest Purchase Agreement (redacted as necessary to
remove commercially sensitive information) and each Transaction
Document (as defined in the Membership Interest Purchase Agreement
(redacted as necessary to remove commercially sensitive
information)), in each case duly executed by each of the parties
thereto;

 

(c) a copy of a
membership transfer power evidencing that the Membership Interest
has been transferred (or will upon the Transfer Date be
transferred) from the Prior Borrower Parent to the New Borrower
Parent;

 

(d) a copy of the New
Borrower Parent Pledge Agreement, duly executed and delivered by
the parties thereto, together with copies of the limited liability
company interest transfer form and any other certificates,
instruments or documents to be delivered in connection with the New
Borrower Parent Pledge Agreement, in each case duly executed and
delivered by the parties thereto;

 

(e) a copy of the
Servicing Agreement dated on or about the Transfer Date, among,
inter alios, Falko Regional
Aircraft Limited (the “Servicer”), the Republic Borrower
and the New Borrower Parent (the “Servicing Agreement”), duly
executed and delivered by the parties thereto;

 

(f) a copy of the
Servicer Notice and Acknowledgment dated on or about the Transfer
Date, from the Republic Borrower and the Security Trustee to the
Servicer, and acknowledged and agreed by, inter alios, the New Borrower Parent,
the Participant and the Agent (the “Servicer Consent”), duly executed
and delivered by the parties thereto;

 

(g) a copy of the
Security Agreement Supplement with respect to the Servicing
Agreement, duly executed and delivered by the Republic
Borrower;

 

(h) evidence that any
applicable filings and/or registrations in relation to the New
Borrower Parent Pledge Agreement have been made (or will be made
immediately following the Transfer Date) in all relevant
jurisdictions, and the New Borrower Parent hereby authorizes such
filings (including, without limitation, the filing of UCC-1
financing statements);

 

(i) each of the
Participant, the Swap Counterparty, the Agent and the Security
Trustee shall have received a legal opinion, in form and substance
satisfactory to it, from:

 

(i) Vedder Price P.C.,
as special New York counsel to the New Borrower Parent;
and

 

(ii) Morris
James LLP, as special Delaware counsel to the Republic Borrower and
the New Borrower Parent;

 

(j) a copy, duly
certified as a true copy by the Republic Borrower’s
authorized signatory, of (i) the constitutional documents,
(ii) the specimen signature of each authorized signatory for
the Republic Borrower, and (iii) other evidence authorizing
execution, delivery and performance by the Republic Borrower of
each New Agreement to which it is a party and each Transaction
Document (as defined in the Membership Interest Purchase Agreement)
to which it is a party;

 

(k) a copy, duly
certified as a true copy by the New Borrower Parent’s
authorized signatory, of (i) the constitutional documents,
(ii) resolutions of the board of directors approving the terms
of each New Agreement to which it is a party and naming the person
or persons authorized to sign each New Agreement to which it is a
party on behalf of the New Borrower Parent and any documents to be
delivered by it pursuant hereto contemporaneously herewith, and
(iii) the specimen signature of each person or persons
authorized by the resolution referred to above;

 

(l) a copy, duly
certified as a true copy by the Servicer’s authorized
signatory, of an authorization naming the person or persons
authorized to sign the Servicing Agreement and the Servicer Consent
on behalf of the Servicer and any documents to be delivered by it
pursuant hereto contemporaneously herewith, and the specimen
signature of each person or persons authorized by the authorization
referred to above;

 

(m) any documentation
and other information with respect to the Servicer, the Republic
Borrower and the New Borrower Parent required by the Participant,
the Swap Counterparty, the Agent and/or the Security Trustee under
any applicable “know your customer”, “customer
due diligence”, Anti-Corruption Laws, Anti-Money Laundering
Laws or other similar laws;

 

(n) each of the
representations and warranties contained in Section 4 shall be
true and accurate;

 

(o) no event shall have
occurred and be continuing which constitutes a Default or an Event
of Default;

 

(p) the Security
Trustee shall have received a duly executed letter of undertaking
from the insurance broker of Republic Airways Inc., in form and
substance reasonably satisfactory to the Security Trustee, the
Participant and the Swap Counterparty, together with a certificate
of insurance and/or reinsurance from such broker; and

 

(q) the Agent, the
Participant and the Security Trustee shall have received such other
documents and evidence with respect to the Servicer, the Republic
Borrower, the Prior Borrower Parent and the New Borrower Parent as
any of them or their counsel may reasonably request in order to
establish the consummation of the transactions contemplated by the
Membership Interest Transfer and the New Agreements, the taking of
all corporate proceedings in connection therewith, compliance with
the conditions herein set forth and compliance with any money
laundering informational requirements the Participant may
have.

 

3.2 Conditions Subsequent. Promptly
following the Transfer Date, the Servicer, the Republic Borrower
and/or the New Borrower Parent, as the case may be, shall provide
each of the Participant, the Swap Counterparty, the Agent and the
Security Trustee any additional documentation and other information
with respect to the Servicer, the Republic Borrower and the New
Borrower Parent required by the Participant, the Swap Counterparty,
the Agent and/or the Security Trustee under any applicable
“know your customer”, “customer due
diligence”, Anti-Corruption Laws, Anti-Money Laundering Laws
or other similar laws, to the extent such documentation or
information was not so provided prior to the Transfer
Date.

 

Section
4. Representations and
Warranties.

 

4.1 Each of the
Republic Borrower and the New Borrower Parent hereby represents and
warrants in respect of itself only that the following statements
are, on the date hereof, true and accurate:

 

(a) it is duly
organized under the laws of the State of Delaware and is validly
existing, and has full power and authority to conduct its business
as presently conducted, to own or hold under lease its assets, to
enter into and perform its obligations under each New Agreement to
which it is a party and to consummate the transactions contemplated
by the New Agreements;

 

(b) its organizational
documents permit it to sign and deliver, and perform its
obligations pursuant to the transactions contemplated by each New
Agreement to which it is a party and all necessary authorizations,
approvals, consents, licenses, permits and orders of and
registrations with any Governmental Authority have been
obtained;

 

(c) each New Agreement
to which it is a party constitutes legal, valid and binding
obligations of it, enforceable in accordance with the terms of such
New Agreement;

 

(d) the execution and
entry into each New Agreement to which it is a party and
performance of its obligations thereunder do not contravene any
applicable law or any agreement or other instrument to which it is
a party;

 

(e) to the best of its
knowledge, no event has occurred that constitutes a contravention
of, or default under, any agreement by which it or any of its
assets is bound or affected, and that could reasonably be expected
to have a material adverse effect on its operations or its ability
to observe or perform its obligations under each New Agreement to
which it is a party;

 

(f) no litigation,
arbitration or administrative proceeding that could reasonably be
expected to have a material adverse effect on its operations or its
ability to observe or perform its obligations under each New
Agreement to which it is a party is presently in progress or,
pending or threatened against it or any of its assets;

 

(g) all information
furnished to Participant by and on behalf of it in connection with
the Membership Interest Transfer and the transaction contemplated
by the New Agreements is complete, true and correct in all material
respects;

 

(h) it, under
applicable law, is subject to private commercial law and suit, and
neither it nor its properties or assets have any right of immunity
from suit or execution on the grounds of sovereignty in Delaware or
any other jurisdiction or on any other grounds;

 

(i) each of it and its
Affiliates, and to the best of their knowledge its manager,
directors, officers, employees, associated parties and persons, as
applicable, acting on behalf of it are in compliance in all
respects with (i) all applicable laws and regulations to which
it or any of its assets may be subject relating to corruption and
bribery, and (ii) other laws to which it or any of its assets
may be subject if failure so to comply would result in a material
adverse effect on its operations or its ability to observe or
perform its obligations under each New Agreement to which it is a
party;

 

(j) neither it nor any
of its Affiliates nor, to the best of its knowledge, any director,
officer, employee, associated party or person acting on behalf of
it or any Affiliate has engaged in any activity which would breach
Anti-Corruption Laws or any similar applicable laws;

 

(k) to the best of the
its knowledge and belief, no actions or investigations by any
Governmental Authority are ongoing or threatened against it, or any
of its manager, directors, officers, employee, associated party or
person, as applicable, acting on their behalf in relation to a
breach of Anti-Corruption Laws or any similar applicable
laws;

 

(l) it and its
Affiliates have not engaged and will not have engaged, as the case
may be, in any transaction, investment, undertaking or activity in
violation of the Anti-Money Laundering Laws of any jurisdiction in
each case as they may be applicable to it or any of its Affiliates,
and no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving
it or any of its Affiliates is with respect to the Anti-Money
Laundering Laws, pending or, to its knowledge, threatened;
and

 

(m) neither it nor, to
its knowledge, any of its directors, employees or
officers:

 

(i) is a Sanctioned
Person;

 

(ii) is
owned or controlled by, or acting directly or indirectly on behalf
of or for the benefit of, a Sanctioned Person;

 

(iii) owns
or controls a Sanctioned Person; or

 

(iv) has
violated or is in violation of any Sanctions (including, but
without limitation, the U.S. sanctions administered by OFAC, any
other U.S. government sanctions, export or procurement laws or any
other sanctions or other such restrictions on business dealing
imposed by the European Union, the United Kingdom or the United
Nations) or is or has engaged in any conduct that would provide a
basis for it to be designated as a subject of
Sanctions.

 

4.2 The Prior Borrower
Parent hereby represents and warrants that the following statements
are, on the date hereof, true and accurate:

 

(a) it is duly
incorporated under the laws of the State of Delaware and is validly
existing, and has full corporate power and authority to conduct its
business as presently conducted, to own or hold under lease its
assets, to enter into and perform its obligations under this
Agreement and to consummate the transactions contemplated by this
Agreement;

 

(b) its organizational
documents permit it to sign and deliver, and perform its
obligations pursuant to the transactions contemplated by this
Agreement and all necessary authorizations, approvals, consents,
licenses, permits and orders of and registrations with any
Governmental Authority have been obtained;

 

(c) this Agreement
constitutes legal, valid and binding obligations of it, enforceable
in accordance with the terms of this Agreement;

 

(d) the execution and
entry into this Agreement and performance of its obligations
hereunder do not contravene any applicable law or any agreement or
other instrument to which it is a party;

 

(e) to the best of its
knowledge, no event has occurred that constitutes a contravention
of, or default under, any agreement by which it or any of its
assets is bound or affected, and that could reasonably be expected
to have a material adverse effect on its operations or its ability
to observe or perform its obligations under this
Agreement;

 

(f) no litigation,
arbitration or administrative proceeding that could reasonably be
expected to have a material adverse effect on its operations or its
ability to observe or perform its obligations under this Agreement
is presently in progress or, pending or threatened against it or
any of its assets;

 

(g) all information
furnished by and on behalf of it in connection with the Membership
Interest Transfer and the transaction contemplated by this
Agreement is complete, true and correct in all material respects;
and

 

(h) it, under
applicable law, is subject to private commercial law and suit, and
neither it nor its properties or assets have any right of immunity
from suit or execution on the grounds of sovereignty in Delaware or
any other jurisdiction or on any other grounds.

 

Section
5. Miscellaneous.

 

5.1 Amendments, Etc. No term or
provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by
the party or other Person against whom enforcement of the change,
waiver, discharge or termination is sought; and any waiver of the
terms hereof shall be effective only in the specific instance and
for the specific purpose given.

 

5.2 Ratification; Effectiveness.
Except as expressly amended hereby, all provisions of the Credit
Agreement and the other Operative Documents are hereby ratified and
affirmed and shall continue in full force and effect in accordance
with their terms. This Agreement shall take effect as of the
Transfer Date.

 

5.3 Further Assurance. Each of the
parties hereto shall, at the cost of the New Borrower Parent, do
and perform such other and further acts and sign, seal, execute,
acknowledge, deliver, file, and register and de-register and
release any additional documents, instruments, deeds, certificates,
consents and assurances and any and all such other instruments as
may be required by law or reasonably requested by the other in
order to establish, maintain, protect or preserve the rights and
remedies of the other hereunder and to carry out and effect the
intent and purpose of this Agreement.

 

5.4 Costs. The New Borrower Parent
will pay or reimburse the Participant, the Swap Counterparty, the
Agent and the Security Trustee for all documented out-of-pocket
costs and expenses of the Participant, the Agent, the Swap
Counterparty and the Security Trustee reasonably incurred by them
(including, without limitation, the reasonable fees and
out-of-pocket expenses of Vedder Price P.C., special New York
counsel to the Participants, the Swap Counterparty and the Agent
and of Morris James LLP, special counsel to the Security Trustee),
in connection with the negotiation, preparation, execution and
delivery of this Agreement and the other New Agreements and the
consummation of the transactions contemplated hereunder and
thereunder. The New Borrower Parent shall pay or reimburse for such
costs and expenses promptly following receipt of invoices with
respect thereto.

 

5.5 Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted
assigns.

 

5.6 Captions. The headings of the
various Sections herein and in the table of contents hereto
are for convenience of reference only and shall not define or limit
any of the terms or provisions hereof.

 

5.7 Counterparts. This Agreement
may be executed by the parties in separate counterparts and any
single counterpart or set of counterparts executed and delivered by
the parties shall constitute one and the same Agreement and a full
original Agreement for all purposes. The words
“execution,” “signed,”
“signature,” and words of like import in this Agreement
shall be deemed to include electronic signatures or the keeping of
records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed
signature or the use of a paper-based recordkeeping system, as the
case may be, to the extent and as provided for in any applicable
law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and
Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.

 

5.8 Governing Law; Submission to
Jurisdiction. THIS AGREEMENT SHALL IN ALL RESPECTS BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW
OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW. THIS AGREEMENT IS BEING DELIVERED IN THE
STATE OF NEW YORK. Each party hereto hereby submits to the
nonexclusive jurisdiction of the United States District Court for
the Southern District of New York and of any New York state court
sitting in New York City for the purpose of all legal proceedings
arising out of or relating to this Agreement, the other Operative
Documents or the transactions contemplated hereby and thereby. Each
party hereto irrevocably waives, to the fullest extent permitted by
applicable law, any objection which it may now or hereafter have to
the laying of the venue of any such proceeding brought in such a
court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum.

 

5.9 Waiver of Jury Trial. THE
REPUBLIC BORROWER, THE PRIOR BORROWER PARENT, THE NEW BORROWER
PARENT, THE PARTICIPANT, THE SWAP COUNTERPARTY, THE AGENT AND THE
SECURITY TRUSTEE HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING TO WHICH THEY ARE PARTIES INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
THIS AGREEMENT OR THE OTHER OPERATIVE DOCUMENTS OR THE RELATIONSHIP
ESTABLISHED HEREUNDER OR THEREUNDER.

 


[Signature
pages follow]

 




	
 

	
 

	
 

















[Borrower
Parent Transfer Agreement]






IN WITNESS WHEREOF, the parties hereto
have caused this Borrower Parent Transfer Agreement to be executed
by their duly authorized officers or attorneys in fact all as of
the day and year first written above.


 


 


	
 

	

AEROCENTURY CORP., as Prior Borrower
Parent


 


By:  


Name: 


Title:


 







 




	
 

	
 

	
 

















[Borrower
Parent Transfer Agreement]






 


	
 

	

DRAKE JET LEASING 10 LLC, as New
Borrower Parent


 


By: 


Name: 


Title:


 







 




	
	
	












[Borrower
Parent Transfer Agreement]






 


	
 

	

ACY E-175 LLC, as Republic
Borrower


By:
Drake Jet Leasing 10 LLC, its Manager


        By:                                                                   


   
    Name:


   
    Title:


 







 




	
 

	
 

	
 

















[Borrower
Parent Transfer Agreement]






 


	
 

	

NORDDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH, as Participant


By: 


Name:


Title:


 


By:  


Name:


Title:


 


	
 

	

NORDDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH, as Agent


By: 


Name:


Title:


 


By:  


Name:


Title:


 


	
 

	

NORDDEUTSCHE LANDESBANK GIROZENTRALE, as
Swap Counterparty


By: 


Name:


Title:


 


By:  


Name:


Title:


 







 




	
	
	












[Borrower
Parent Transfer Agreement]






 


	
 

	

WILMINGTON TRUST COMPANY, as Security
Trustee


By:  


Name:


Title:


 







 




	
 

	
 

	
 

















 






Schedule I


to the
Borrower Parent Transfer Agreement


 



FORM OF BORROWER PARENT PLEDGE AGREEMENT

 



MEMBERSHIP INTEREST PLEDGE AGREEMENT

 


dated
as of March __, 2021

 


between

 



DRAKE JET LEASING 10 LLC

 


as
Pledgor

 


and

 



WILMINGTON TRUST COMPANY


as
Security Trustee


_______________________________________

 


Borrower
Parent Pledge Agreement


________________________________________

 


 


 

 




	
 

	
 

	
 







VP/#42021205.3









TABLE OF CONTENTS


 



Page

 


 





 



Section
1. 

Definitions 1





 

 



Section
2. 

Pledge 1





 

 



Section
3. 

Representations and
Warranties of the Pledgor 2





 

 



Section
4. 

Covenants of the
Pledgor 3





 

 



Section
5. 

Voting Rights,
Distributions etc 5





 

 



Section
6. 

Delivery of Pledged
Collateral 6





 

 



Section
7. 

Remedies upon
Default 6





 

 



Section
8. 

Cooperation 8





 

 



Section
9. 

Private
Sales 8





 

 


Section
10. Application of Proceeds of Sale and Cash and
Securities  9

 

 


Section
11.Limitation on Duties Regarding Preservation of Pledged
Collateral  9

 

 


Section
12. Further Assurances  9

 

 


Section
13. Notices  9

 

 


Section
14. No Waiver  9

 

 


Section
15. GOVERNING LAW  9

 

 


Section
16. Successors and Assigns  10

 

 


Section
17. Waivers; Amendments  10

 

 


Section
18. Termination  10

 

 


Section
19. Severability  10

 

 


Section
20. Headings  10

 

 


Section
21. Counterparts  10

 

 


Section
22. Entire Agreement  10

 

 


Section
23. WAIVER OF JURY TRIAL  11

 

 


Section
24. Non-Recourse Obligations  11

 

 


 

 


	

EXHIBIT A

	

 


-

	

 


Form of
Equity Power


	
 

	
 

	
 







 




	
 

	

 

	
 







VP/#42021205.3








 






THIS MEMBERSHIP INTEREST PLEDGE
AGREEMENT dated as of March __, 2021 (this
“Agreement”) is
between DRAKE JET LEASING 10
LLC, a Delaware
limited liability company, as pledgor (the “Pledgor”) and WILMINGTON TRUST
COMPANY, as security trustee (the “Security Trustee”).

 



W I T N E S S E T H:

 


WHEREAS, the Pledgor is the sole member
and manager of ACY E-175 LLC, a Delaware limited liability company
(the “Company”)
pursuant to that certain Amended and Restated Operating Agreement,
dated as of March __, 2021 (as it may
be modified, supplemented or amended from time to time, the
“LLC Agreement”)
and owns 100% of the Membership Interest (as defined below) in the
Company, as evidenced by Certificate No. 2 dated March __, 2021
(the “Certificate”) issued by the
Company to the Pledgor;

 


WHEREAS, the Company has entered
into a Credit Agreement, dated as
of February 7, 2019, among, inter alios, the Company, as a borrower, the participants
party thereto (the “Participants”), Norddeutsche Landesbank Girozentrale,
New York Branch, as agent, Norddeutsche Landesbank Girozentrale, as
swap counterparty, and the Security Trustee (as it may be modified,
supplemented or amended from time to time, the
“Credit
Agreement”) pursuant to
which the Participants agreed to make certain loans available to
refinance the Aircraft;

 


WHEREAS, the Company has entered into a
Security Agreement, dated as of February 8, 2019, among,
inter alios, the Company,
as a mortgagor, and the Security Trustee (as it may be modified,
supplemented or amended from time to time, the “Mortgage”);

 


WHEREAS, the Company and the Pledgor
have entered into the Borrower Parent Transfer Agreement, dated as
of March __, 2021, among, inter
alios, the Company, the Pledgor and the Security Trustee (as
it may be modified, supplemented or amended from time to time, the
“Borrower Parent Transfer
Agreement”); and

 


WHEREAS, it is a condition precedent to
the occurrence of the Transfer Date (as defined in the Borrower
Parent Transfer Agreement), that the Pledgor grant to the Security
Trustee a security interest in the Membership Interest (as defined
below).

 


NOW THEREFORE, in consideration of the
premises and the mutual covenants contained herein, the Pledgor
hereby covenants and agrees with the Security Trustee as
follows:

 

Section
1. Definitions. Unless the context
otherwise requires, capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Credit
Agreement.

 

Section
2. Pledge. As security for the
payment and performance in full of all of the Secured Obligations
(as defined in the Security Agreement), the Pledgor hereby pledges,
hypothecates, assigns, transfers, sets over, delivers and grants to
the Security Trustee a first priority Lien in all right, title and
interest of the Pledgor which presently exist or hereafter arise
in, to and under the following:

 

(i) the limited
liability company interest in the Company held by the Pledgor and
the rights of the Pledgor as the sole member of the Company (the
“Membership
Interest”),

 

(ii) all
dividends, interest, cash, instruments and other property from time
to time received, receivable or otherwise distributed in respect of
or in exchange for any of or all the Membership Interest and all
other options or rights of any nature whatsoever which may be
issued or granted by the Company to the Pledgor in respect of the
Membership Interest and the books and records of the Company
evidencing record ownership and registration of the interests
pledged hereunder,

 

(iii) all
certificates or other instruments or documents representing any of
the foregoing, including the Certificate,

 

(iv) all
rights and privileges of the Pledgor with respect to the Membership
Interest and the other property referred to in clauses (i) through
(iii) above, and

 

(v) all proceeds of any
of the foregoing and any property of any character whatsoever into
which any of the foregoing may be converted (all items referred to
in clauses (i) through (v) being hereinafter collectively
referred to as the “Pledged
Collateral”).

 

(a) For the avoidance
of doubt, Excluded Payments (as defined in the Security Agreement)
and any supplemental rent, maintenance reserves and security
deposits payable to the Company under the relevant Lease (received
as distributions or otherwise) shall not be Pledged
Collateral.

 


TO HAVE AND TO HOLD the Pledged
Collateral, together with all rights, title, interests, powers,
privileges and preferences pertaining or incidental thereto, unto
the Security Trustee, its successors and assigns permitted by the
terms of the Credit Agreement; subject, however, to the terms,
covenants and conditions hereinafter set forth.

 

Section
3. Representations and Warranties of the
Pledgor. The Pledgor hereby represents and warrants as of
the date hereof:

 

(a) it is a Delaware
limited liability company duly organized and validly existing under
the laws of the jurisdiction of its formation and has the requisite
power and authority to enter into this Agreement and to carry out
the transactions contemplated hereby;

 

(b) (i) it has
duly authorized, executed and delivered this Agreement and
(ii) this Agreement constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms,
except as the enforceability thereof may be limited by applicable
bankruptcy, insolvency, receivership, reorganization, moratorium or
other similar laws affecting creditors’ rights generally and
by application of general principles of equity (regardless of
whether enforceability is considered in a proceeding in equity or
at law);

 

(c) the execution,
delivery and performance by the Pledgor of this Agreement is not in
violation of the LLC Agreement or any indenture, mortgage, deed of
trust or other instrument or agreement to which it is a party or by
which it is bound or to which any of its property or assets may be
subject;

 

(d) neither the
execution and delivery by the Pledgor of this Agreement nor the
consummation by it of any of the transactions contemplated hereby
requires the consent or approval of, the giving of notice to, or
the registration or filing with, or the taking of any other action
in respect of, any agency or authority, except for the filing of
Uniform Commercial Code financing statements (and continuations
thereof) in respect of the security interests created hereby in the
State of Delaware;

 

(e) the Pledgor is the
record owner of the Pledged Collateral, free and clear of any and
all Liens or claims of any other Person, except for the Lien
granted hereunder (and the rights and remedies of the Security
Trustee related to such Lien);

 

(f) the Membership
Interest has been duly authorized and validly issued;

 

(g) the Certificate is
accurate and the Membership Interest described therein constitutes
the entire Membership Interest of the Pledgor at the date
hereof;

 

(h) it has legal
authority to pledge the Pledged Collateral in the manner hereby
done or contemplated;

 

(i) the Pledgor, as
manager and sole member of the Company, has not taken any action or
commenced any legal proceedings nor (to the best of its knowledge
and belief) has the Company taken any or have any been threatened
against the Company for its winding up, dissolution, administration
or reorganization or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer
of it or any of all of its assets;

 

(j) other than the
delivery of the Certificate to the Security Trustee evidencing the
Pledged Collateral and the filing of a UCC-1 financing statement in
respect of this Agreement, it is not necessary in order to ensure
the validity, enforceability or admissibility in evidence in
proceedings of this Pledge Agreement in New York or Delaware or any
other relevant jurisdiction that it or any other document be filed
or registered with any authority in such jurisdiction or elsewhere
or that any tax be paid in respect thereof, and the Lien granted
pursuant to this Agreement will constitute a valid, perfected first
priority Lien on the Pledged Collateral.

 

Section
4. Covenants of the Pledgor. The
Pledgor covenants as follows for so long as any Secured Obligations
remain outstanding and/or unperformed (other than any contingent
liabilities that continue past the termination of the Security
Agreement and the other Loan Operative Documents):

 

(a) except as
contemplated hereby and by the Security Agreement, the Pledgor will
not make any sale, assignment, pledge, mortgage, hypothecation or
transfer of the Pledged Collateral or the ownership interests of
the Company and, except for the Lien granted hereby, the Pledgor
will be the sole legal owner of the Pledged Collateral, free and
clear of any and all Liens other than the Liens granted in favor of
the Security Trustee;

 

(b) as manager and sole
member of the Company, it will not cause the Company to issue any
further limited liability company interests of any class or
description or other securities in addition to or in substitution
for the Membership Interest in existence on the Closing Date; it
will hold in trust and will pledge hereunder, immediately upon its
acquisition (direct or indirect) thereof, all property (other than
Excluded Payments, any supplemental rent, maintenance reserves or
security deposits payable under the relevant Lease and other
property explicitly permitted to be received and retained by the
Company under the Credit Agreement and the other Loan Operative
Documents) or additional limited liability company interest of any
class or description or other securities of the
Company;

 

(c) at any time and
from time to time, at no expense to the Security Trustee, it will
promptly execute and deliver all further instruments and documents,
and take all further action, that may be necessary, or that the
Security Trustee may reasonably request, in order to perfect and
protect any Lien granted or purported to be granted hereby or to
enable the Security Trustee to exercise and enforce its rights and
remedies hereunder;

 

(d) as manager and sole
member of the Company, it shall not authorize or, to the extent
within its power or control, consent to the appointment of a
receiver, trustee or liquidator of the Company or of a substantial
part of the Company’s property, or admit in writing submitted
in connection with judicial or other similar procedures the
Company’s inability to pay its debts generally as they come
due, or make a general assignment for the benefit of creditors or
permit any creditor to exercise a contractual right to assume the
operations or financial management of the Company;

 

(e) as manager and sole
member of the Company, it shall not authorize the Company to file a
voluntary petition in bankruptcy or a voluntary petition or an
answer seeking reorganization in a proceeding under any bankruptcy
laws (as now or hereafter in effect) or an answer admitting the
material allegations of a petition filed against the Company in any
such proceedings, or authorize the Company by voluntary petition,
answer or consent to or seek relief under the provisions of any
other now existing or future bankruptcy, insolvency or other
similar law providing for the reorganization or winding-up of
corporations, or providing for an agreement, composition, extension
or adjustment with the Company’s creditors or otherwise for
the relief of distressed debtors;

 

(f) it shall not
commence or join with any other Person in commencing any case,
proceeding or action described in the preceding paragraph or seek
an order, judgment or decree appointing a receiver, trustee or
liquidator of the Company of all or substantial part of its
property, or sequestrating of all or any substantial part of the
property of the Company or otherwise file a petition against the
Company in a proceeding under any bankruptcy, insolvency or other
similar laws as now or hereafter in effect;

 

(g) as manager and sole
member of the Company, it shall not authorize the Company to incur
any indebtedness other than as provided in the Operative
Documents;

 

(h) as manager and sole
member of the Company, it shall not authorize the Company to engage
in any business other than as contemplated by the Operative
Documents;

 

(i) it shall not,
unless (i) it has given at least 20 days’ prior written
notice to such effect to the Security Trustee and (ii) all action
reasonably necessary to protect and perfect the Lien granted or
purported to be granted hereby with respect to the Pledged
Collateral, shall have been taken, either (A) change its name,
identity or structure or reorganize or (B) reincorporate under the
laws of another jurisdiction;

 

(j) if it receives
distributions from the Company that were made with funds that the
Company was not entitled to receive under the Security Agreement
and the other Loan Operative Documents, it shall hold such funds in
trust for the Security Trustee and promptly deposit such funds in
the applicable Collateral Account on behalf of the
Company;

 

(k) it shall defend the
Security Trustee’s right, title and Lien in and to the
Pledged Collateral against the claims and demands of all Persons;
and

 

(l) it will not amend,
repeal or modify the LLC Agreement of the Company without the prior
written consent of the Security Trustee (not to be unreasonably
withheld, delayed or conditioned).

 

Section
5. Voting Rights, Distributions
etc. So long as no Event of Default has occurred and is
continuing, the Pledgor shall be entitled to exercise any and all
voting and other consensual rights pertaining to the Membership
Interest, or any part thereof, for any purpose not inconsistent
with the terms of this Agreement or the other Loan Operative
Documents; provided
however, that the Pledgor shall not be entitled to exercise any
voting and/or consensual rights and powers with respect to the
following without the prior written consent of the Security
Trustee:

 

(i) the winding up,
dissolution, liquidation or reorganization of the Company or the
composition or readjustment of its debts;

 

(ii) the
merger or consolidation of the Company with any other
Person;

 

(iii) the
sale of all or substantially all the assets of the
Company;

 

(iv) any
amendment to or modification of the LLC Agreement;

 

(v) except as otherwise
provided in the Operative Documents, the incurrence of any
indebtedness or the creation of any Lien by the
Company;

 

(vi) except
as otherwise provided in the Operative Documents, the making by the
Company of a general assignment for the benefit of
creditors;

 

(vii) the
commencement by the Company of a voluntary case or other proceeding
seeking liquidation, reorganization, winding up or other relief
with respect to the Company or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of the Company or of all or any
substantial part of its property;

 

(viii) failing
to controvert in a timely and appropriate manner, or acquiescence
in writing to, any petition filed against the Company in an
involuntary case under applicable bankruptcy or similar law or in
any other action or proceeding against it under any law relating to
bankruptcy, insolvency, reorganization, winding up or composition
or readjustment of its debts;

 

(ix) other
than with respect to payments permitted or required by the
Operative Documents or to be made by the Security Trustee, the
payment of dividends or other distributions other than in cash in
respect of the Membership Interest or the repurchase or redemption
of the Membership Interest; and

 

(x) the taking of any
action necessary for the purpose of effecting any actions specified
in the foregoing clauses (i) through (ix);

 

(m) The Pledgor shall
execute and deliver, or cause to be executed and delivered, to the
Security Trustee, as appropriate, all such proxies and other
instruments as the Security Trustee may request for the purpose of
enabling the Security Trustee to exercise all rights and privileges
in respect of the Membership Interest and/or the voting and/or
consensual rights and powers which the Security Trustee is entitled
to exercise pursuant to this Section 5.

 

(n) At any time when an
Event of Default has occurred and is continuing, all rights of the
Pledgor to exercise the voting and other consensual rights which it
would otherwise be entitled to exercise pursuant to
Section 5(a) shall cease and all such rights shall thereupon
become vested in the Security Trustee, without further act who
shall thereupon have the sole right to exercise such voting and
other consensual rights and remedies

 

(o) Upon any sale or
other disposition of any part of the Pledged Collateral by the
Security Trustee pursuant to Section 7 hereof, all of the
voting and consensual rights, privileges and powers referred to in
the preceding sentence pertaining to such part shall in any event
become vested in the Person to whom such sale or disposition is
made, which Person shall thereafter have the sole and exclusive
right to exercise such voting and consensual rights, privileges and
powers.

 

Section
6. Delivery of Pledged Collateral.
The Pledgor agrees to deliver or cause to be delivered promptly to
the Security Trustee any and all other Pledged Collateral, and any
and all certificates or other instruments or documents representing
any of the Pledged Collateral, including the Certificate, which
shall be in or come into the Pledgor’s possession during the
term of this Agreement. The Pledgor agrees to deliver to the
Security Trustee on or prior to the Closing Date a duly executed
limited liability company equity power form in blank in the form of
Exhibit A hereto.

 

Section
7. Remedies upon Default. If an
Event of Default shall have occurred and be continuing, the
Security Trustee may exercise all rights of a secured party under
the Uniform Commercial Code, as enacted in any applicable
jurisdiction, with respect to the Pledged Collateral and, in
addition, the Security Trustee may, without being required to give
any notice except as herein provided or as may be required by
applicable law, sell, assign, transfer, endorse and deliver the
whole or, from time to time, any part of the Pledged Collateral at
a public or private sale or at any broker’s board or on any
securities exchange, for cash, upon credit or for other property,
for immediate or future delivery, and for such price or prices and
on such terms as the Security Trustee in its reasonable discretion
shall deem appropriate. The Security Trustee shall be authorized at
any sale to restrict the prospective bidders or purchasers to
Persons who will represent and agree that they are purchasing the
Pledged Collateral for their own account in compliance with the
Securities Act of 1933, as amended (the “Securities Act”). Upon
consummation of any sale, the Security Trustee shall have the right
to assign, transfer, endorse and deliver to the purchaser or
purchasers thereof the Pledged Collateral sold and all of the
voting and consensual rights and powers granted and reserved to the
Security Trustee pursuant hereto shall thereupon become vested in
such purchaser or purchasers, subject to any reservations or
qualifications imposed by the Security Trustee. Each purchaser at
any sale shall hold the property sold absolutely free from any
claim or right on the part of the Pledgor, and the Pledgor hereby
waives and releases (to the extent permitted by law) all rights of
redemption, stay, appraisal, reclamation and turnover which the
Pledgor now has or may at any time in the future have under any
rule of law or statute now existing or hereafter enacted. The
Security Trustee shall give the Pledgor (with a copy to the
Company) ten days’ written notice (which the Pledgor agrees
is reasonable notification within the meaning of Section 9-612
of the Uniform Commercial Code, as enacted in any applicable
jurisdiction) of the Security Trustee’s intention to attempt
to sell any of the Pledged Collateral. Such notice, in the case of
a public sale, shall state the time and place for such sale, and,
in the case of a sale at a broker’s board or on a securities
exchange, shall identify the board or exchange at which such sale
is to be made and the day on which the Pledged Collateral, or a
portion thereof, will first be offered for sale. Any public sale of
any of the Pledged Collateral shall be held at such time or times
within ordinary business hours and at such place or places as the
Security Trustee may state in the notice or publication (if any) of
such sale. At any sale, the Pledged Collateral, or any portion
thereof to be sold, may be sold as an entirety or in separate
parcels, as the Security Trustee may (in its sole and absolute
discretion) determine. The Security Trustee shall not be obligated
to sell any of the Pledged Collateral if it shall determine not to
do so, regardless of the fact that notice of a sale of such Pledged
Collateral may have been given. The Security Trustee may, without
notice or publication, adjourn any public or private sale or cause
the same to be adjourned from time to time by announcement at the
time and place fixed for sale, and such sale may, without further
notice, occur at the time and place identified in such
announcement. In case all or any part of the Pledged Collateral is
sold on credit or for future delivery, the Pledged Collateral so
sold may be retained by the Security Trustee until the sale price
is paid by the purchaser or purchasers thereof, but the Security
Trustee shall not incur any liability in case any such purchaser or
purchasers shall fail to take up and pay for the Pledged Collateral
so sold and, in case of any such failure, such Pledged Collateral
may be sold again upon ten days’ notice (which the Pledgor
agrees is reasonable notification within the meaning of
Section 9-612 of the Uniform Commercial Code, as enacted in
any applicable jurisdiction). At any sale made pursuant to this
Agreement, to the extent permitted by applicable law, the Security
Trustee may bid for or purchase, free from any right of redemption,
stay, appraisal, reclamation or turnover on the part of the Pledgor
(all said rights being also hereby waived and released to the
extent permitted by law), any Pledged Collateral offered for sale
and may make payment on account thereof by using the amount of
Secured Obligations outstanding to it from the Pledgor as a credit
against the purchase price, and the Security Trustee may, upon
compliance with the terms of sale, hold, retain and dispose of the
Pledged Collateral sold without further accountability to the
Pledgor therefor. For purposes hereof, a written agreement to
purchase all or any part of the Pledged Collateral shall be treated
as a sale thereof and the Security Trustee shall be free to carry
out such sale pursuant to such agreement, and the Pledgor shall not
be entitled to the return of any Pledged Collateral subject
thereto, notwithstanding the fact that after the Security Trustee
shall have entered into such agreement all Events of Default shall
have been remedied. As an alternative to exercising the power of
sale herein conferred upon it, the Security Trustee may proceed by
suit or suits at law or in equity to foreclose this Agreement and
sell the Pledged Collateral or any portion thereof pursuant to a
judgment or decree of a court having competent jurisdiction and/or
pursuant to a proceeding of a court-appointed
receiver.

 


The
Pledgor hereby constitutes and appoints the Security Trustee the
attorney-in-fact of the Pledgor for the purpose of carrying out
after the occurrence and during the continuance of an Event of
Default, the provisions of this Agreement and taking any action and
executing any instrument which the Security Trustee may deem
necessary or reasonably advisable to accomplish the purposes
hereof, which appointment is granted as security for the
performance of the Pledgor’s obligations hereunder and for
valuable consideration, and is irrevocable and coupled with an
interest. Without limiting the generality of the foregoing, the
Security Trustee shall have the right, after the occurrence and
during the continuance of an Event of Default, with full power of
substitution either in the Security Trustee’s name or in the
name of the Pledgor, to settle, compromise, prosecute or defend any
action, claim or proceeding with respect to the Pledged Collateral
and shall have the right to sell, assign, endorse, pledge, transfer
and make any agreement respecting, or otherwise deal with, the
same.

 

Section
8. Cooperation. The Pledgor agrees
that, upon the occurrence and during the continuance of an Event of
Default, if for any reason the Security Trustee desires to sell any
of the Pledged Collateral at a sale, it will, at any time and from
time to time, upon the written request of the Security Trustee, use
commercially reasonable efforts to cause the Company to take such
action and prepare, distribute and/or file such documents as are
required for the Security Trustee to permit the sale of such
Pledged Collateral.

 

Section
9. Private Sales. The Pledgor
recognizes that the Security Trustee may be unable to effect a
public sale of any or all the Pledged Collateral, by reason of
certain prohibitions contained in the Securities Act and applicable
state securities laws or otherwise, and may be compelled to resort
to one or more private sales thereof to a restricted group of
purchasers which will be obliged to agree, among other things, to
acquire such securities for their own account for investment and
not with a view to the distribution or resale thereof. The Pledgor
acknowledges and agrees that any such private sale may result in
prices and other terms less favorable than if such sale were a
public sale. The Security Trustee shall be under no obligation to
delay a sale of any of the Pledged Collateral for the period of
time necessary to permit the Company to register such securities
for public sale under the Securities Act, or under applicable state
securities laws, even if the Company would agree to do so; nor
shall the Company be at any time obligated to register the
Membership Interest for a public sale.

 

(a) The Pledgor further
agrees to use commercially reasonable efforts to do or cause to be
done all such other acts as may be necessary to make such sale or
sales of all or any portion of the Pledged Collateral pursuant to
this Section 8 valid and binding and in compliance with
applicable laws. The Pledgor further agrees that a breach of any of
the covenants contained in this Section 8 will cause
irreparable injury to the Security Trustee, that the Security
Trustee has no adequate remedy at law in respect of such breach
and, as a consequence, that each and every covenant contained in
this Section 8 shall be specifically enforceable against the
Pledgor, and the Pledgor hereby waives and agrees not to assert any
defenses against an action for specific performance of such
covenants except for a defense that no Event of Default has
occurred and is continuing.

 

Section
10. Application of Proceeds of Sale and
Cash and Securities. The proceeds of any sale of or
realization upon the whole or any part of the Pledged Collateral
and cash retained by the Security Trustee pursuant to this
Agreement shall be applied by the Security Trustee in accordance
with Section 3.03 of the Mortgage.

 

Section
11. Limitation on Duties Regarding
Preservation of Pledged Collateral. Neither the Security
Trustee nor any director, officer, employee or counsel of the
Security Trustee shall be liable for any action taken or omitted to
be taken by it or them relative to any of the Pledged Collateral
except for its or their own gross negligence or willful
misconduct.

 

Section
12. Further Assurances. The Pledgor
agrees that at no expense to the Security Trustee, (a) it will
duly execute and deliver (to the Security Trustee or otherwise) or
cause to be duly executed and delivered (to the Security Trustee or
otherwise) and will file or record such notices, financing
statements or other documents as may be necessary to enable the
perfection of the Lien of the Security Trustee hereunder, or as the
Security Trustee may reasonably request, such instruments to be in
form and substance reasonably satisfactory to the Security Trustee,
and (b) it will do or cause to be done such further acts and
things and execute and deliver (to the Security Trustee or
otherwise) such additional conveyances, assignments, agreements and
instruments, as the Security Trustee may at any time reasonably
request in connection with the administration and enforcement of
this Agreement or relative to the Pledged Collateral or any part
thereof or in order to assure and confirm unto the Security Trustee
its rights, powers and remedies hereunder, including, without
limitation, the protection and perfection of the Security
Trustee’s Lien in the Pledged Collateral or any part
thereof.

 

Section
13. Notices. All notices and other
communications shall be in writing and shall be given or made by
fax, mail or personal delivery and faxed, mailed or delivered to
the intended recipient at the address specified in Schedule 1 to
the Credit Agreement or at such other address as shall be
designated by the Pledgor or the Security Trustee in a notice to
the other party hereto. All such communications shall be deemed to
have been duly given when transmitted by fax (provided such
transmission by fax is in legible form and is accompanied by or
generates a substantially simultaneous confirmation of
transmission), or personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or addressed as aforesaid.
For the purposes of the Pledgor, notices shall be delivered in
accordance with this Section 13 to:

 


Drake
Jet Leasing 10 LLC

 


c/o
Maples Fiduciary Services (Delaware) Inc.

 


Suite
302, 4001 Kennett Pike

 


Wilmington,
DE 19807

 


USA

 


Attn:
Fiduciary Services

 


Email:
XXXXXXXXXXx

 


 

 


with a
copy to:

 


Falko
Regional Aircraft Limited

 


1
Bishop Square

 


St.
Albans Rd. West

 


Hatfield
AL10 9NE

 


Attn:
Sarah Dichlian

 


Email:XXXXXXX
/ xxxxxxxxxxx

 

Section
14. No Waiver. No failure on the
part of the Security Trustee or any of its agents to exercise, and
no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise by the Security
Trustee or any of its agents of any right, power or remedy
hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or remedy.

 

Section
15. GOVERNING LAW. THIS AGREEMENT
SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO
PRINCIPLES OF CONFLICTS OF LAW OTHER THAN SECTION 5-1401 AND
SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. THIS
AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK.

 

Section
16. Successors and Assigns. This
Agreement and the terms, covenants and conditions hereof shall be
binding upon and inure to the benefit of the parties hereto and all
holders of the Secured Obligations secured hereby and their
respective successors and permitted assigns, except that the
Pledgor shall not be permitted to assign or otherwise transfer this
Agreement or any rights or interests herein or in the Pledged
Collateral or any part thereof, or otherwise to pledge, encumber or
grant any option with respect to the Pledged Collateral or any part
thereof. The Pledgor shall not be permitted to delegate any of its
duties or obligations hereunder. The Security Trustee may assign
this Agreement or any or all of its rights hereunder in accordance
with the provisions of the Operative Documents.

 

Section
17. Waivers; Amendments. No term or
provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by
the parties hereto; and any waiver of the terms hereof shall be
effective only in the specific instance and for the specific
purpose given.

 

Section
18. Termination.

 

(a) Upon payment in
full of the Secured Obligations, this Agreement shall terminate and
the Security Trustee, at the request of the Pledgor, will execute
and deliver to the Pledgor, at no cost to the Security Trustee, a
proper instrument or instruments acknowledging the satisfaction and
termination of this Agreement and will duly assign, transfer and
deliver to the Pledgor all of the rights and moneys at the time
held by the Security Trustee under this Agreement and will execute
any other instrument reasonably requested by the Pledgor in
connection with the foregoing.

 

(b) Upon (or at any
time after) payment in full of the principal amount of and interest
on and all other amounts due under all Loan Certificates related to
all of the Republic Aircraft and provided that no Default or Event
of Default shall have occurred and be continuing, the Pledgor may
direct the Security Trustee to execute and deliver to or as
directed in writing by the Pledgor an appropriate instrument
releasing the Pledged Collateral from the Lien of this Agreement
and the Security Trustee shall execute and deliver such instrument
as aforesaid.

 

Section
19. Severability. If any provision
hereof is invalid and unenforceable in any jurisdiction, then, to
the fullest extent permitted by law, (i) the other provisions
hereof shall remain in full force and effect in such jurisdiction
and (ii) the invalidity or unenforceability of any provision
hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction. To the
extent permitted by applicable law, the Pledgor hereby waives any
provision of law that renders any provision hereof prohibited or
unenforceable in any respect.

 

Section
20. Headings. Section headings
used herein are for convenience only and are not to affect the
construction of or be taken into consideration in interpreting this
Agreement.

 

Section
21. Counterparts. This Agreement
may be executed in separate counterparts each of which when so
executed and delivered shall be an exchangeable original, but all
such counterparts shall together constitute but one and the same
agreement.

 

Section
22. Entire Agreement. This
Agreement together with the Operative Documents constitutes, on and
as of the date hereof, the entire agreement of the Pledgor and the
Security Trustee with respect to the subject matter hereof, and all
prior or contemporaneous understandings or agreements, whether
written or oral, between the Security Trustee and the Pledgor with
respect to such subject matter are hereby superseded in their
entirety.

 

Section
23. WAIVER OF JURY TRIAL.
EACH PARTY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY CIVIL ACTION
ARISING UNDER THIS AGREEMENT OR ANY OTHER OPERATIVE
DOCUMENTS.

 

Section
24. Non-Recourse
Obligations.

 

(a) In recognition of
the Pledgor granting the security referred to in Section 2,
the Security Trustee hereby agrees that, notwithstanding the
provisions of this Agreement or any Loan Operative Document to the
contrary, any and all liability of the Pledgor that is created
hereunder shall, in the absence of fraud, gross negligence or
willful misconduct in performing its obligations under this
Agreement, be limited to the Pledged Collateral. Except as
specified above, the Pledgor shall not be personally liable for any
shortfall that may arise as a result thereof. The provisions of
this Section 24(a) shall only limit the personal liability of
the Pledgor for the discharge of its obligations as specified above
and shall not (i) limit or restrict in any way the accrual of
interest on any such unpaid amount, or (ii) derogate from or
otherwise limit the right of recovery, realization or application
by the Security Trustee, the Agent, the Swap Counterparty and each
Participant under or pursuant to any of the Loan Operative
Documents on anything assigned, mortgaged, charged, pledged or
secured (by way of security) to or for the benefit of the Security
Trustee, the Agent, the Swap Counterparty and each Participant
under or pursuant to any of the Loan Operative
Documents.

 

(b) The Security
Trustee hereby acknowledges and agrees that the Pledgor’s
obligations under this Agreement and the other Loan Operative
Documents are solely the corporate obligations of the Pledgor and
that none of the Security Trustee, the Agent, the Swap Counterparty
or the Participants shall have any recourse against any of the
directors, shareholders, officers or employees of the Pledgor for
any claims, losses, damages, liabilities, indemnities or other
obligations of the Pledgor under this Agreement and the other Loan
Operative Documents.

 



 

 


* *
*

 


 




	
 

	
	












[Borrower
Parent Pledge Agreement]


 






IN WITNESS WHEREOF, each of the parties
hereto has caused this Membership Interest Pledge Agreement to be
duly executed and delivered by its proper and duly authorized
officers as of the day and year first above written.

 


	
 

	

DRAKE JET LEASING 10 LLC, as
Pledgor


 


By:  Name:  Title:


 







 




	
 

	

 

	
 

















[Borrower
Parent Pledge Agreement]


 






 


	
 

	

WILMINGTON TRUST
COMPANY, as Security Trustee


By:  


Name: 


Title:


 







 




	
 

	

 

	
 














[Borrower
Parent Pledge Agreement]


 






 


	

Acknowledged
and Agreed:



ACY E-175 LLC



By: Drake Jet Leasing 10 LLC, its manager



By:  



Name: 



Title:


 

	
 









	
 

	

 

	
 

















 







EXHIBIT A

 



FORM OF EQUITY POWER

 


FOR
VALUE RECEIVED, the undersigned, Drake Jet Leasing 10 LLC, a
Delaware limited liability company (“Pledgor”), does hereby sell,
assign and transfer to __________________________________* all of
its Equity Interests (as hereinafter defined) represented by
Certificate No. 2 in ACY E-175, a Delaware limited liability
company (“Issuer”), standing in the name of
Pledgor on the books of said Issuer. Pledgor does hereby
irrevocably constitute and appoint
________________________________*, as attorney, to transfer the
Equity Interests in said Issuer with full power of substitution in
the premises. The term “Equity Interest” means the
membership interest of or in a limited liability company of
whatever nature, type, series or class, whether voting or
nonvoting, certificated or uncertificated, common or preferred, and
all rights and privileges incident thereto.

 


Dated:
_________________*

 


	
 

	


DRAKE JET LEASING 10 LLC


By:                                                                  


Name:


Title:


 







 


*To
Remain Blank - Not Completed at Closing