CREDIT AGREEMENT dated as of July 14, 2009 among

Exhibit 99.1

CONFORMED COPY

CREDIT AGREEMENT

dated as of July 14, 2009

among

CESSNA FINANCE EXPORT CORPORATION ,

as Borrower,

TEXTRON FINANCE HOLDING COMPANY ,

as Borrower Parent,

TEXTRON FINANCIAL CORPORATION ,

as Guarantor,

WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION ,

as Security Trustee,

and

EXPORT-IMPORT BANK OF THE UNITED STATES

Ex-Im Bank Credit No. AP084206XX — United States

Ex-Im Bank Transaction No. AP084206XX — United States

Term Sheet

To Borrower

CESSNA FINANCE EXPORT CORPORATION
Address:   100 N. Broadway, Suite 600
                  Wichita, Kansas 67202
Attention: SVP & General Counsel
Fax: (316) 660-1264
Telephone: (316) 660-1200

To Guarantor

TEXTRON FINANCIAL CORPORATION
Address:   40 Westminster Street
                 Providence, Rhode Island 02903
Attention: EVP & General Counsel
Fax: (401) 752-4816
Telephone: (401) 621-4200

To Borrower Parent

TEXTRON FINANCE HOLDING COMPANY
c/o Textron Inc.
Address:   40 Westminster Street
                 Providence, Rhode Island 02903
Attention: EVP and General Counsel and to
Attention: Vice President and Treasurer
Fax: (401) 457-3533
Telephone: (401) 752-5187

To the Security Trustee

WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION

Address:   299 South Main Street, 12th Floor
                 Salt Lake City, Utah 84111
Attention: Corporate Trust Department
Fax: (801) 246-5053
Telephone: (801) 246-5630

To Ex-Im Bank

Address:   Export-Import Bank of the United States
                 811 Vermont Avenue, N.W.
                 Washington, D.C. 20571
Attention: Vice President — Transportation Division and
Vice President — Transportation Portfolio Management Division
Reference: Ex-Im Bank Transaction No. AP084206XX-United States
Fax: (202) 565-3558 (Transportation Division)
(202) 565-3294 (TPMD)
Telephone: (202) 565-3550 and (202) 565-3250

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

ANNEXES

      THIS AGREEMENT dated as of July 14, 2009 (this “ Agreement ” or “ Credit Agreement ”), is made by and among CESSNA FINANCE EXPORT CORPORATION , a Delaware corporation, as borrower (“ Borrower ”), TEXTRON FINANCE HOLDING COMPANY , a Delaware corporation, as borrower parent (“ Borrower Parent ”), TEXTRON FINANCIAL CORPORATION , a Delaware corporation, as guarantor (“ Guarantor ”), WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION , as security trustee (the “ Security Trustee ”) and the EXPORT-IMPORT BANK OF THE UNITED STATES , an agency of the United States of America (“ Ex-Im Bank ”).

BACKGROUND

     WHEREAS:

     (A) by this Agreement, Ex-Im Bank has established an export financing credit (the “ Credit ”) in the amount of U.S.$500,000,000, pursuant to which Ex-Im Bank shall extend financing to Borrower to be used by Borrower to finance the purchase of Goods in the United States for export to the Eligible End Users’ Countries;

     (B) pursuant to the terms of this Agreement and the TFC Guarantee, Guarantor has agreed to guarantee the payment in full when due (whether at stated maturity, by reason of acceleration or otherwise) of all amounts due and performance by Borrower to Ex-Im Bank, under this Agreement, the Note and each of the other Operative Documents;

     (C) the establishment of the Credit will facilitate exports from the United States to the Eligible End Users’ Countries;

     (D) Borrower will utilize the Credit in connection with one or more individual purchase(s) of the Goods (“ Subtransaction(s) ”) by one or more Eligible End Users; and

     (E) the Credit may be utilized by Borrower in accordance with the terms and conditions of this Agreement.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

      Section 1. Definitions and Principles of Construction .

     1.01 Defined Terms . Unless the context otherwise requires, capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Part I of Appendix A hereto for all purposes of this Agreement and this Agreement shall be interpreted with the rules of construction set forth in Part II of Appendix A hereto.

      Section 2. The Credit .

     2.01 Amount . Ex-Im Bank hereby establishes the Credit, upon the terms and conditions set forth in this Agreement, in favor of Borrower in an aggregate amount not to exceed the “Aggregate Credit Amount” specified in the Term Sheet. The Credit is for the

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purpose of enabling Borrower to finance the Financed Portion of the costs incurred on or after the Initial Eligibility Date for the purchase of Goods.

     2.02 Availability . Subject to the terms and conditions provided herein, including, without limitation, the conditions set forth in Section 7, Disbursements under the Credit may be made in respect of each Tranche during the Availability Period for such Tranche, provided that no Disbursement may be made after the Final Disbursement Date.

      Section 3. Disbursements .

     3.01 General . Upon satisfaction of the conditions set forth in Section 7, the Credit shall be disbursed in the manner described in, and subject to the conditions of, this Section 3 and the Utilization Procedures, provided that the aggregate amount of Disbursements under Tranches 1, 2, 3, 4, 5, and 6 shall not exceed the amount of the Credit.

          (a) Types of Disbursements . Disbursements may only be made through Reimbursements.

      Section 4. Guarantee by Guarantor .

     Guarantor has, pursuant to the TFC Guarantee, agreed to guaranty all of the payment and performance obligations of Borrower hereunder and under the other Borrower Documents. To evidence further Guarantor’s obligations, the Guarantor agrees to endorse and execute its guarantee legend (the “ Guarantor’s Guarantee Endorsement ”) on the Note, in the form attached as Annex A, including any replacement Note issued pursuant to Section 6.05 hereof.

      Section 5. Ex-Im Bank Requirements .

     5.01 Eligibility for Financing . Without limitation of the requirements set forth herein, to be eligible for financing under the Credit:

          (a) Borrower shall have made or caused to be made a cash payment for the purchase of the Goods in an amount equal to not less than fifteen percent (15%) of the Net Contract Price (“ Cash Payment ”).

          (b) All Goods that are to be exported by ocean vessel must be transported from the United States in vessels of U.S. registry, as required by 46 U.S.C. §55304 (Public Resolution No. 17 of the 73rd Congress of the United States, as amended), except to the extent that a waiver of this requirement is obtained from the U.S. Maritime Administration (“ MARAD ”), as described in Annex B. If any Goods are shipped on vessels of non-U.S. registry without a MARAD waiver or contrary to the provisions of a MARAD waiver, such Goods will not be eligible for financing under the Credit. If Goods are shipped on ocean vessels or aircraft of U.S. registry, the cost of shipment may be included in the U.S. Content of the Supply Contract. Subject to the waiver requirements set forth above, if such Goods are shipped on ocean vessels or aircraft of non-U.S. registry, the cost of shipment may constitute Foreign Content if such cost has been included in the Net Contract Price.

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          (c) Borrower shall, with respect to Goods referred to in paragraph (b) above, obtain or cause to be obtained insurance against marine and transit hazards on all shipments of Goods in an amount not less than the amount of the Disbursements that have been or are to be made with respect to those shipments. Borrower shall use commercially reasonable efforts to give United States insurers a non-discriminatory opportunity to bid for such insurance business related to such Goods.

     5.02 Coverage of the Credit . Subject to the terms and conditions of this Agreement, Ex-Im Bank shall finance each Disbursement with respect to any Supply Contract up to a maximum amount (provided that the aggregate amount of all Disbursements shall not exceed the aggregate principal amount of the Credit) equal to the product of: (i) the Disbursement Percentage with respect to such Supply Contract and (ii) U.S. Dollar invoice value of the Goods (net of any and all discounts, credit memoranda, or other credits or deductions applicable to such invoice price or otherwise paid or credited by the Exporter) included in the invoice(s) presented to Ex-Im Bank in connection with such Disbursement.

     5.03 U.S. Content Percentage . The applicable U.S. Content Percentage in respect of each Eligible Aircraft shall, initially, be the percentage set forth (i) in the Cessna Letter or (ii) in the relevant Exporter’s Certificate, as the case may be. Ex-Im Bank shall be entitled, as it shall determine in its sole and absolute discretion (including, without limitation, at any time following receipt by Ex-Im Bank of notice of any change in the applicable U.S. Content Percentage for any Eligible Aircraft), to alter the applicable percentages in respect of any or all of the Eligible Aircraft by notice to Borrower. Upon issuance of any such notice, the percentages for the Eligible Aircraft list in such notice shall, for any Disbursement to be made from and after the issuance of such notice, be deemed to be the U.S. Content Percentages for such Aircraft (in lieu of the percentages set forth in the Cessna Letter).

     5.04 Non-Performing Assets . In the event that any Aircraft (and the related Eligible Agreement) shall become a Non-Performing Asset, Borrower shall be entitled, in addition to prepaying the Credit in the manner specified in Section 6.03(b) hereof, to deposit a sum equal to the Allocable Portion relating to such Aircraft into the Pledged Account for the Deferral Period. On the termination of the Deferral Period, Borrower shall prepay the Credit (and any remaining portion of such deposit shall be released from the Pledged Account in connection with such prepayment and applied thereto), unless prior to the termination of such Deferral Period, Borrower shall have replaced such Aircraft with another Eligible Aircraft subject to an Eligible Agreement in the manner set forth in Section 6.04(d) hereof (determined as if such Aircraft was an Affected Aircraft for purposes thereof).

      Section 6. Terms of the Credit .

     6.01 Principal Repayment . Borrower shall repay the entire aggregate outstanding principal amount of Disbursements made under each Tranche in forty (40) equal consecutive quarterly installments payable on each Repayment Date for such Tranche (commencing with the first Repayment Date occurring after the expiry of the Availability Period in respect of such Tranche); provided , that the principal installment payable on the Final Maturity Date for each Tranche shall in all cases be in an amount equal to the entire principal amount of all Disbursements outstanding under such Tranche on such date and such principal installment shall

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be paid together with all accrued and unpaid interest and all other amounts then owing by Borrower with respect to such Tranche hereunder and under the other Operative Documents.

     6.02 Interest Payment .

          (a) On each Interest Repayment Date and on the date of any prepayment of the Credit, Borrower shall pay to Ex-Im Bank interest on all amounts disbursed and outstanding from time to time under the Credit or, in the case of a prepayment of the Credit, on the amounts so prepaid, calculated at an interest rate equal to the Applicable Rate. Interest shall accrue based upon a year of three hundred sixty-five (365) days and the actual number of days elapsed, payable in arrears.

          (b) If any Payment Default shall occur, Borrower shall pay to Ex-Im Bank on demand interest on the unpaid amount then in default for the period from (and including) the Payment Default Date to (but excluding) the date such amount shall have been paid in full at an interest rate per annum equal to the higher of: (i) the relevant Applicable Rate plus one percent (1%) per annum or (ii) the applicable rate of interest specified in the Federal Reserve Statistical Release H.15(519) as the average monthly rate for the month immediately preceding the Payment Default Date, available at http://www.federalreserve.gov/releases/H15/data.htm under the heading of “U.S. government securities” and the subheading of “Treasury constant maturities,” for a maturity closest to the duration of the period of such payment default plus one percent (1%).

     6.03 Prepayment .

          (a) Borrower may from time to time elect to voluntarily prepay all or any part of the principal of the Credit, provided that Borrower (i) shall give Ex-Im Bank ten (10) Business Days’ prior written notice of the proposed amount, the applicable Tranche and the date of prepayment, (ii) shall pay in full all interest which has accrued to the date of prepayment on the principal amount prepaid, together with all other amounts then due under this Agreement or the Note as of the date of such prepayment, and (iii) shall pay to Ex-Im Bank a Prepayment Premium. The “ Prepayment Premium ” shall be equal to the amount by which (A) the prepaid principal amount, is less than (B) the sum of the present values, discounted from the scheduled Repayment Dates, of (1) the installments of principal being prepaid, plus (2) the amounts of interest which otherwise would have accrued on such principal amounts to the scheduled Repayment Dates. The discount rate used to calculate such present values shall be that rate of interest specified as the current Commercial Interest Reference Rate as published by Ex-Im Bank (currently published on its website at http://www.exim.gov/tools/cirr_rates.cfm ) for the Business Day which is five (5) Business Days prior to the date of prepayment for a repayment period equal to the applicable Maturity Period. “ Maturity Period ” shall mean the period between the date of prepayment and the scheduled Repayment Date of the final installment of principal of the Credit that is prepaid. All prepayments shall be applied to the installments of principal of the Tranche being prepaid in the inverse order of their maturity.

          (b) Borrower may elect to voluntarily prepay the Credit in an aggregate principal amount equal to the Allocable Portion relating to an Aircraft which constitutes a Non-Performing Asset, provided that Borrower (i) shall give Ex-Im Bank ten (10) Business

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Days’ prior written notice of such principal amount, the applicable Tranche and the date of prepayment and (ii) shall pay in full all interest which has accrued to the date of prepayment on such principal amount prepaid, together with all other amounts then due under this Agreement or the Note as of the date of such prepayment. In the event of a voluntary prepayment under this paragraph (b), no Prepayment Premium shall be owed and payable under Section 6.03(a). Any prepayment made under this paragraph (b) shall be applied to the Tranche relating to such Aircraft.

          (c) Any amount prepaid under this Agreement may not be reborrowed.

          (d) Borrower may not voluntarily prepay all or any portion of the Credit except in accordance with the express terms of this Section 6.03.

     6.04 Mandatory Prepayments .

          (a) Borrower shall prepay the Credit in accordance with paragraphs (b) and (c) below in an aggregate principal amount equal to the Allocable Portion relating to an Aircraft (such Aircraft, the “ Affected Aircraft ”) which was the subject of:

          (i) an Event of Loss;

          (ii) a Disposition;

          (iii) a Purchase Event; or

          (iv) a Contravention Event.

          (b) Any prepayment required by the preceding paragraph (a)(i) shall be due and payable on the tenth Business Day following the occurrence of the Event of Loss of the applicable Affected Aircraft. Any prepayment required by the preceding paragraph (a)(iv) shall be due and payable on the tenth Business Day following the occurrence of the Contravention Event. Any prepayment required by the preceding paragraph (a)(ii) shall be due and payable on the date of the Disposition of the applicable Affected Aircraft. Any prepayment required by the preceding paragraph (a)(iii) shall be due and payable on the date of the Purchase Event in respect of the applicable Affected Aircraft. Other than with respect to a prepayment required by paragraph (a)(iv) above, Borrower shall give Ex-Im Bank at least ten (10) Business Days prior written notice of the amount, the Tranche and the date of any prepayment required hereby. Any prepayment of principal on the Credit required by the preceding paragraph (a) shall be accompanied by interest on the amount prepaid through the date of prepayment, together with all other amounts then due under this Agreement, the Note and the other Operative Documents as of the date of such prepayment. In the event of a mandatory prepayment under this Section 6.04, no Prepayment Premium shall be owed or payable under this Section 6.04 except (subject to Section 6.03(b)) in connection with paragraph (a)(ii) above.

          (c) Any prepayment required by the preceding paragraph (a) shall be applied to the Tranche relating to the applicable Affected Aircraft.

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          (d) Notwithstanding the foregoing provisions of this Section 6.04, a prepayment of the Credit required under paragraph (a) of this Section 6.04 (other than clause (iv) thereof) in respect of the Tranche relating to an Affected Aircraft shall be deferred for 12 months (the “ Deferral Period ”) so long as, on or prior to the original date required for the prepayment hereunder, Borrower shall have deposited into the Pledged Account a sum equal to the Allocable Portion relating to such Affected Aircraft. From and after such deposit, such amounts shall constitute Collateral for all purposes hereunder and under the Security Documents. On the date of termination of the Deferral Period, Borrower shall prepay the Credit in the amount specified in paragraph (b) above in respect of the Tranche relating to the Affected Aircraft (and any remaining portion of the deposit made into the Pledged Account as aforesaid with respect to any Affected Aircraft shall be released from the Pledged Account in connection with such prepayment and applied thereto) unless prior to the termination of such Deferral Period Borrower shall have replaced the Affected Aircraft, in compliance with the terms hereof, with another Eligible Aircraft subject to an Eligible Agreement. Any replacement of an Affected Aircraft shall be subject to the satisfaction, as determined by Ex-Im Bank, of the following terms and conditions:

          (i) the replacement Aircraft shall qualify as an Eligible Aircraft;

          (ii) the replacement Aircraft shall be subject to an Eligible Agreement; provided, however, the term of such Eligible Agreement may, in this instance, exceed the Final Maturity Date for the respective Tranche;

          (iii) the conditions specified in Section 7.02 hereof in respect of the financing of Eligible Aircraft shall have been satisfied with respect to the replacement Aircraft; and

          (iv) the replacement Aircraft shall have otherwise satisfied the eligibility requirements for financing set forth in Section 5 hereof and such other terms and conditions as Ex-Im Bank shall have specified in its sole and absolute discretion.

In connection with any such replacement, no additional sums shall be advanced by Ex-Im Bank hereunder and from and after such replacement, the Disbursement in respect of the Affected Aircraft replaced shall for all purposes hereof and of the other Operative Documents be deemed to relate to the replacement Aircraft (and the related Eligible Agreement). Without prejudice to the obligations of Borrower hereunder and under the other Borrower Documents, no additional fees or charges will be assessed by Ex-Im Bank to Borrower on account of a replacement Aircraft under this Section 6.04(d).

     6.05 Evidence of Debt .

          (a) Borrower agrees that to evidence further its obligation to repay all amounts disbursed under the Credit, with interest accrued thereon, it shall not later than the date of the first Utilization hereunder, issue and deliver to Ex-Im Bank, in accordance with the written instructions of Ex-Im Bank, the Note. The Note shall (i) be dated the first Disbursement Date, (ii) be in a principal amount equal to the Aggregate Credit Amount, (iii) be payable as to principal in accordance with the provisions of this Agreement, (iv) bear interest in accordance

[Credit Agreement]

with the appropriate provisions of this Agreement, (v) be otherwise in conformity with the terms of this Agreement, and (vi) be in substantially the form of Annex A hereto. The Note shall be the legal, valid and enforceable obligation of Borrower and shall be enforceable against Borrower in accordance with its terms. Each Disbursement made under a Tranche shall be recorded by Ex-Im Bank on Schedule I to the Note. The outstanding principal amount of the Tranche set forth on Schedule I attached to the Note shall be prima facie evidence of the accuracy of the information contained therein. The failure by Ex-Im Bank to make any such notation or record shall not affect the obligations of Borrower with respect to the Credit. Any notations by Ex-Im Bank on the Note regarding the disbursements of the Credit, in absence of manifest error, shall be conclusive and binding. Promptly following the expiration of the Availability Period for a Tranche, Ex-Im Bank shall (x) calculate the principal amortization schedule for such Tranche based on forty (40) equal quarterly payments of principal payable on the Repayment Dates for such Tranche, (y) send a copy of such schedule to Borrower and (z) attach such schedule as part of Schedule II to the Note, provided that the failure by Ex-Im Bank to prepare and/or send to Borrower such amortization schedule shall not affect Borrower’s obligations hereunder, under the Note, or under any of the other Operative Documents. In the absence of manifest error, the amortization schedule(s) attached as Schedule II to the Note shall be conclusive and binding and all scheduled payments under the Note shall be made in accordance with such schedule. Upon the payment in full of the Note, Ex-Im Bank shall cancel and surrender the Note to Borrower upon Borrower’s request.

          (b) If requested by Ex-Im Bank, at any time after the Final Disbursement Date, Borrower shall issue and deliver to Ex-Im Bank a new Note in exchange for the Note previously issued and delivered hereunder, whereupon Ex-Im Bank shall cancel and surrender such previously issued Note to Borrower. The principal amount of such new Note shall equal in the aggregate the principal amount of the Credit then disbursed and outstanding.

          (c) If the Note is mutilated, lost, stolen or destroyed, Borrower shall issue and deliver a new Note of the same date, maturity and denomination as the Note so mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Note, such mutilated Note shall be returned to Borrower after examination by Ex-Im Bank; and, in the case of any lost, stolen or destroyed Note, Borrower and Ex-Im Bank shall have first received evidence of such loss, theft or destruction as shall reasonably be considered satisfactory to each of them. In the event that any lost or stolen Note is subsequently found, Ex-Im Bank shall cancel the Note and deliver such canceled Note to Borrower; provided that Borrower shall have already delivered a substitute Note to Ex-Im Bank.

          (d) The replacement Note issued in connection with this Agreement shall be signed by an Authorized Officer of Borrower.

          (e) Upon any assignment or transfer by Ex-Im Bank of all or a portion of the Credit in accordance with Section 14.03, Borrower shall, at the request of Ex-Im Bank, execute and deliver to Ex-Im Bank and any such assignee(s) or transferee(s) a new duly authorized and executed Note substantially in the form of Annex A (or such other form as may be agreed between Ex-Im Bank, Borrower and such assignee(s) or transferee(s)) in the amounts equal to the aggregate principal amounts of the Credit held by Ex-Im Bank and such assignee(s) or transferee(s) after giving effect to such assignment or transfer.

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      Section 7. Conditions Precedent .

     7.01 Conditions Precedent to First Utilization . The obligation of Ex-Im Bank to permit the first Utilization of the Credit shall be subject to the delivery to Ex-Im Bank of the documents indicated below (each in form and substance satisfactory to Ex-Im Bank), and to the fulfillment, in a manner satisfactory to Ex-Im Bank, of the conditions set forth below:

          (a) This Agreement . This Agreement fully executed by the parties hereto, which shall be in full force and effect (with, if applicable, evidence that this Agreement has been registered with the appropriate Governmental Authorities).

          (b) Existence . Evidence that (i) Borrower is duly organized and validly existing under the laws of the State of Delaware, with full power, authority and legal right to own its property and carry on its business as now conducted, including, without limitation, a copy of any applicable enabling legislation; and (ii) each of Guarantor and Borrower Parent is duly organized and validly existing under the laws of its jurisdiction of organization, with full power, authority and legal right to own its property and carry on its business as now conducted, including, without limitation, a copy of any applicable enabling legislation.

          (c) Authority . Evidence of (i) the authority of Borrower to execute, deliver, perform and observe the terms and conditions of this Agreement, the Note and the other Borrower Documents, (ii) authority (including specimen signatures) for each Person who, on behalf of Borrower, signed this Agreement, will sign the Note and/or signed or will sign the other Borrower Documents, or will otherwise act as Borrower’s representative in the operation of the Credit; (iii) the authority of each of Guarantor, Borrower Parent and Textron to execute, deliver, perform and observe the terms and conditions of the Operative Documents to which it is a party; and (iv) the authority (including specimen signatures) for each Person who, on behalf of Guarantor, Borrower Parent and Textron, signed or will sign any of the Operative Documents to which it is a party, or will otherwise act as such Person’s representative in the operation of the Credit.

          (d) Government Authorizations . Copies, certified as true copies by a duly Authorized Officer of Borrower, Guarantor, Borrower Parent and Textron, as the case may be, of each consent, license, authorization or approval of, and exemption by, any Governmental Authority and any Other Governmental Authority, which are necessary or advisable: (i) for the execution, delivery, performance and observance by such party of the Operative Documents to which it is a party; (ii) for the validity, binding effect and enforceability of such Operative Documents, respectively; and (iii) for the execution, delivery and performance of any Supply Contract.

          (e) Legal Opinion . Opinions of legal counsel acceptable to Ex-Im Bank in substantially the forms of Annexes C, D and E, and, if requested by Ex-Im Bank, an opinion from independent legal counsel selected by Ex-Im Bank as to such matters relating to this Agreement or the transaction contemplated hereby as specified by Ex-Im Bank.

          (f) Appointment of Process Agent . Evidence that (i) each of Borrower, Guarantor and Borrower Parent has irrevocably appointed as its agent for service of process the

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Person or Persons so specified in Section 13.03(a), and (ii) each such agent has accepted the appointment (and been paid in full) for a term extending at least one year beyond the Final Maturity Date for Tranche 6 and has agreed to forward forthwith to Borrower and/or Guarantor and/or Borrower Parent, as the case may be, all legal process addressed to Borrower and/or Guarantor and/or Borrower Parent, as the case may be, received by such agent.

          (g) Note . The Note, in the principal amount of the Credit, shall have been fully executed by Borrower and endorsed by Guarantor and delivered to Ex-Im Bank.

          (h) Outside Counsel . Evidence that the reasonable fees and out-of-pocket expenses due and payable to Vedder Price P.C., counsel to Ex-Im Bank, have been fully paid.

          (i) Anti-Lobbying Certificates . Delivery of original Anti-Lobbying Certificates executed by Authorized Officer(s) of Guarantor, Borrower, Borrower Parent, Textron, Cessna Finance Corporation and each of the Exporters.

          (j) Security Agreement . The Security Agreement shall have been duly executed by the parties thereto and shall be in full force and effect.

          (k) Other Security Documents . The Share Pledge Agreement, the Account Pledge Agreement and the Borrower Guarantee shall have been duly executed by the parties thereto and shall be in full force and effect.

          (l) Servicing Agreement . The Servicing Agreement shall have been entered into between Borrower and Guarantor and shall be in full force and effect, and Guarantor shall have delivered to Ex-Im Bank a confirmation, in form and substance satisfactory to Ex-Im Bank, with regard to the pledge of Borrower’s rights thereunder pursuant to the Mortgage.

          (m) Support Agreement Supplement . The Support Agreement Supplement from Textron, providing that Ex-Im Bank shall be entitled to rely on and enforce the Support Agreement, and that the benefits afforded under the Support Agreement shall be extended to cover Guarantor’s obligations under this Agreement and the other Guarantor Documents, shall have been entered into by Textron and shall be in full force and effect.

          (n) First Loss Agreement . The First Loss Agreement from Textron shall have been duly executed by the parties thereto and shall be in full force and effect, and Textron shall have delivered to Ex-Im Bank a confirmation, in form and substance satisfactory to Ex-Im Bank, with regard to the pledge of Borrower’s rights thereunder pursuant to the Mortgage.

          (o) TFC Guarantee . The TFC Guarantee from Guarantor shall have been duly executed by the parties thereto and shall be in full force and effect.

          (p) Pledged Shares . The Security Trustee shall have received the original share certificate relating to the Shares, together with an undated share transfer certificate executed in blank by Borrower Parent, undated resignations and authorization letters executed in blank by each director and officer of Borrower as required under the Share Pledge Agreement, undated letter of undertaking executed in blank by a director of Borrower and undated appointment of proxy executed in blank by Borrower Parent.

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          (q) Cessna Letter . The Cessna Letter shall have been duly executed and delivered to Ex-Im Bank.

          (r) No Material Adverse Change . Since the date of this Agreement, no event or circumstance shall have occurred that, in the judgment of Ex-Im Bank, is likely materially and adversely to affect the ability of Borrower, Guarantor, Borrower Parent or Textron to perform all or any of its obligations under this Agreement or under the Note or any other Operative Document to which it is a party.

          (s) No Event of Default . No Event of Default or Potential Default exists at the time all the foregoing conditions have been satisfied or waived.

     7.02 Conditions Precedent to Each Utilization . The obligation of Ex-Im Bank to permit any Utilization, including the first Utilization, shall be subject to the delivery to Ex-Im Bank of the documents indicated below (each in form and substance satisfactory to Ex-Im Bank) and to the fulfillment, as of the date of such Utilization, in a manner satisfactory to Ex-Im Bank, of the conditions set forth below:

          (a) This Agreement . This Agreement shall continue to be in full force and effect.

          (b) No Restrictions . No law, regulation, ruling or other action of any Governmental Authority or Other Governmental Authority shall be in effect or shall have occurred, the effect of which would be to prevent any party to this Agreement from fulfilling its obligations.

          (c) Reimbursement Documents . Ex-Im Bank shall have received, not less than ten (10) Business Days prior to the date of the requested Utilization, each of the Reimbursement Documents required under Annex B with respect to such Utilization, including, without limitation, invoices, Exporter’s Certificates, Anti-Lobbying Certificates, Supply Contracts and bills of lading, if applicable.

          (d) Legal Opinions . Opinions of legal counsel acceptable to Ex-Im Bank in substantially the form of Annexes F and G shall have been delivered to Ex-Im Bank. In addition, if, since the date of the legal opinions furnished pursuant to Section 7.01(e), there has been a change in circumstances that could have a material adverse effect on the ability of Borrower, Guarantor, Borrower Parent or Textron, as the case may be, to perform its obligations hereunder, under the Note or any other Operative Document to which it is a party, then Ex-Im Bank may request supplemental legal opinions with respect to the possible consequences of such changed circumstances. Such opinions shall be dated as of the date on which the Utilization was requested, be addressed and delivered to Ex-Im Bank and be in form and substance satisfactory to Ex-Im Bank.

          (e) Fees and Expenses . Ex-Im Bank shall have been paid the Exposure Fee, the ASU Arrangement Fee and the ASU Administration Fee or arrangements satisfactory to Ex-Im Bank for the payment thereof shall have been made. All other fees and expenses then due and payable under Section 9 shall have been paid.

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          (f) Representation and Warranties . The representations and warranties made by Borrower, Guarantor and Borrower Parent in this Agreement and in the other Operative Documents to which it is a party, shall be true and accurate on and as of the date of such Utilization (except for any representations and warranties which are expressly stated to be given solely as of an earlier date, in which case such representation or warranty shall be true and correct in all respects on and as of such earlier date).

          (g) Financing Package . Ex-Im Bank shall have received, not less than ten (10) Business Days prior to the date of such Utilization, a complete Financing Package, in form and substance satisfactory to Ex-Im Bank, with respect to each Aircraft to be financed on such date of Utilization.

          (h) Supplements . Ex-Im Bank shall have received a Security Agreement Supplement with respect to the Utilization and the Aircraft to be financed on such date of Utilization.

          (i) Change in Law . No change in Applicable Laws shall have occurred after the date of this Agreement and prior to such date of Utilization that would make it unlawful for any party to execute, deliver or perform, or enjoy the benefit of the rights expressed to be enjoyed by such party, under the Operative Documents to which it is or will become a party.

          (j) Filings . The Security Trustee and Ex-Im Bank shall have received evidence satisfactory to each of them that UCC-1 financing statements covering all assets of Borrower and all capital stock issued by Borrower to Borrower Parent, as the case may be, including, without limitation, each Aircraft to be financed on such date of Utilization, the Eligible Agreement for each such Aircraft, the Pledged Account, the Shares and the other Collateral, shall have been authorized and delivered by the debtors thereto, and such financing statements shall have been duly filed in all places that Ex-Im Bank shall have reasonably requested and all other action reasonably requested by Ex-Im Bank to perfect in the United States security interests intended to be created by the Security Documents shall have been taken.

          (k) Registrations . The Security Trustee and Ex-Im Bank shall have received Priority Search Certificates identifying the registrations made with the International Registry with respect to the Aircraft to be financed on such date of Utilization as provided in Section 8.01 hereof in the priority set forth therein and confirming that no other undischarged registrations have been made with respect to such Aircraft.

          (l) Corporate Credit Ratings . Evidence that Textron Inc.’s long term corporate credit rating is BB- or higher from S&P and Fitch and Ba3 or higher by Moody’s.

          (m) Updated Cessna Letter . Cessna Aircraft Company shall have provided to Ex-Im Bank an updated Cessna Letter, reflecting the changes, if any, to the U.S. Content Percentage of the Eligible Aircraft.

          (n) Other Documents . Such other documents, certificates, instruments or information relating to this Agreement or the Note or the transactions contemplated hereby as Ex-Im Bank may have reasonably requested shall have been delivered in form and substance satisfactory to Ex-Im Bank.

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          (o) No Potential Default or Event of Loss . No (x) Potential Default or Event of Default or (y) Eligible Agreement Default or Eligible Agreement Event of Default under any Eligible Agreement or Event of Loss in respect of or relating to the Aircraft being financed on such date of Utilization has occurred and is continuing on such date of Utilization or will exist after giving effect to the requested Utilization.

      Section 8. Cape Town Registration .

     8.01 Registrations to be Made in the International Registry . The parties hereto agree that the following interests in respect of each Airframe and each Engine shall be registered with the International Registry and shall have the following order of priority (with the first listed having the highest priority under the Cape Town Convention and subsequent interests having decreasing priority), notwithstanding any variation from this order of priority which may appear according to the time of registration of such interest in the records of the International Registry:

          (a) if the Eligible Agreement is a lease structure:

          (i) the Contract of Sale under the Bill of Sale for each Airframe and each Engine with the Exporter, as seller, and Borrower, as buyer;

          (ii) the International Interest with respect to each Airframe and each Engine under the Security Agreement with the Security Trustee, as creditor, and Borrower, as debtor;

          (iii) if (x) the Eligible End User of the related Aircraft is “situated,” as such term is used in the Cape Town Convention, in a Contracting State or (y) the Airframe is registered in a Contracting State, the International Interest with respect to such Airframe and the related Engines under the related Eligible Agreement with such Eligible End User, as debtor, and Borrower, as creditor; and

          (iv) if the International Interest created by an Eligible Agreement is registered in accordance with clause (a)(iii) above, the assignment of International Interest under the Security Agreement in respect of such Eligible Agreement with the Security Trustee, as assignee, and Borrower, as assignor.

          (b) if the Eligible Agreement is a loan structure:

          (i) the Contract of Sale under the Bill of Sale for each Airframe and each Engine with the Exporter, as seller, and Eligible End User, as buyer;

          (ii) the International Interest with respect to each Airframe and each Engine under the Security Agreement with the Security Trustee, as creditor, and Borrower, as debtor (it being recognized by the parties hereto that such registration is being made solely for precautionary purposes and may be of no legal effect);

          (iii) if (x) the Eligible End User of the related Aircraft is “situated” as such term is used in the Cape Town Convention, in a Contracting State or (y) the Airframe is registered in a Contracting State, the International Interest with respect to

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such Airframe and the related Engines under the related Eligible Agreement with such Eligible End User, as debtor, and Borrower, as creditor; and

               (iv) if the International Interest created by an Eligible Agreement is registered in accordance with clause (b)(iii) above, the assignment of International Interest under the Security Agreement in respect of such Eligible Agreement with the Security Trustee, as assignee, and Borrower, as assignor.

     Each party (i) authorizes and consents to the registration with the International Registry of the foregoing interests and (ii) agrees that each of the above-referenced interests registered or to be registered with the International Registry shall be considered registered in the order specified above notwithstanding any variation from this order of priority which may appear according to the time of registration of such interests with the International Registry (and each of the parties shall have the relevant rights as if such interest were registered in such order of priority). Each party hereto agrees to cooperate and to take such actions, insofar as any such consent, cooperation or action of such party is required, as are necessary to timely effect the registration of the interests set forth above with the International Registry.

      Section 9. Fees and Expenses.

     9.01 Fees . Borrower shall pay or cause to be paid to Ex-Im Bank the following fees:

          (a) a loan commitment fee (“ ASU Commitment Fee ”) of two-tenths of one percent (0.20%) per annum on the uncancelled and undisbursed balance from time to time of the Credit, computed on the basis of the actual number of days elapsed (including the first day but excluding the last), using an actual 365-day year, accruing from May 21, 2009 to the Final Disbursement Date, and payable on March 20, June 20, September 20 and December 20 of each year, beginning on June 20, 2009;

          (b) no later than the third Business Day prior to each Disbursement Date, the Exposure Fee with respect to the related Reimbursement;

          (c) an arrangement and structuring fee (the “ ASU Arrangement Fee ”) of twenty-five one-hundredths of one percent (0.25%) of the Disbursement disbursed on a Disbursement Date, payable no later than the time of such Disbursement; and

          (d) an administration fee (the “ ASU Administration Fee ”) of two thousand three hundred twenty-four ten-thousandths of one percent (0.2324%) of the Disbursement disbursed on a Disbursement Date, payable no later than the time of such Disbursement.

The parties hereto acknowledge and agree that the ASU Commitment Fee shall continue to accrue and become due and payable as described above during any period in which Utilizations are suspended as described in Section 12.02(a).

     9.02 Indemnities .

          (a) “ Claims ” shall mean any and all liabilities (including any liability in tort), losses, damages, obligations, expenses, disbursements, penalties, costs, fees, actions, suits or

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Taxes of whatsoever kind and nature (and including reasonable legal fees and expenses) that may be imposed on, incurred by, suffered by, or asserted against an Indemnified Person, any Aircraft, any Airframe, any Engine or any part thereof or interest therein and, except as otherwise expressly provided in this Section 9.02(a), shall include (without duplication of any such amounts payable by Borrower directly to an Indemnified Person under any Operative Document to which Borrower is a party) amounts (other than principal of and interest on the Credit) payable by Borrower pursuant to the Operative Documents. A “ Non-Tax Claim ” shall mean any Claim other than a Claim for Taxes.

          (b) “ Indemnified Person ” shall mean, the Trust, Ex-Im Bank, the Security Trustee or Wells Fargo Bank Northwest, National Association and their respective successors, permitted assigns, permitted transferees, directors, officers, employees, shareholders (including corporate shareholders), servants, attorneys-in-fact and agents. In respect of any Indemnified Person (other than Ex-Im Bank), any of its directors, officers, employees, servants, attorneys-in-fact and agents shall be referred to herein as such Indemnified Person’s “ Related Indemnitees ”.

          (c) Subject to the exclusions stated in subsection (d) below, Borrower agrees on demand therefor (subject to subsection (k) below) to indemnify, defend and hold harmless each Indemnified Person on an After Tax Basis against Claims (including Claims for Taxes and Non-Tax Claims based on negligence, warranty, absolute, strict or product liability and any other theory of liability) imposed on, incurred by or asserted against any Indemnified Person, any Aircraft, any Airframe, any Engine or any Part (including, with respect to a Claim for Taxes, any part of any Aircraft, any Airframe or any Engine) in any way relating to, based on, measured by or arising out of (1) any Operative Document or any action or inaction of Borrower, Borrower Parent, Guarantor, the Exporter or any other supplier or seller in connection herewith or therewith or any user or person in possession of any Aircraft, any Airframe, any Engine or any Part, (2) the manufacture of any Aircraft, any Airframe, or any Engine or any Part thereof, the purchase, acceptance or rejection of any Aircraft, any Airframe, any Engine, the ownership, delivery, nondelivery, lease, sublease, possession, use, presence, assembly, installation, repossession, abandonment, replacement, storage, importation, exportation, registration, deregistration, modification, transfer of title, operation, repair, testing, maintenance, condition, sale, return or other disposition of any Aircraft, any Airframe, any Engine or any Part thereof (including all costs incurred in making it ready for sale or other disposition and including without limitation latent and other defects, whether or not discoverable by Borrower, Borrower Parent or Guarantor, and any claim for patent, trademark or copyright infringement) or the creation or existence of or otherwise with respect to the Collateral, (3) the rentals, receipts, income, earnings or gains arising from any Aircraft, any Airframe, any Engine or any Part thereof (including, but not limited to, rentals or other amounts payable under any Eligible Agreement), (4) any payment made pursuant to any Operative Document, (5) the execution, delivery, registration, recording, performance, or enforcement of any Operative Document or any other document executed and delivered by Guarantor, Borrower or Borrower Parent in connection with or relating to the Operative Documents (including, without limitation, in connection with the occurrence and continuance of any Potential Default, Event of Default, Eligible Agreement Default or Eligible Agreement Event of Default or with the recovery of possession of any Aircraft while any Event of Default is continuing or the carrying out of any work or inspections required for seeing that the condition of any Aircraft complies with that specified in the related Eligible Agreement) or (6) circumstances otherwise with respect to or in

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connection with the transactions contemplated by the Operative Documents (including preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution or impounding or detention of any Aircraft in accordance with the provisions of the Operative Documents). Borrower shall be obligated under this Section 9.02(c) whether or not any Indemnified Person is indemnified or insured against any Claim by any other Person under any other document. Notwithstanding anything to the contrary herein contained, any Indemnified Person may proceed directly and in its own name against Borrower with respect to the indemnities owed to such Indemnified Person set forth in the first sentence of this Section 9.02(c), without first resorting to any other rights of indemnification.

          (d) With respect to any Indemnified Person, the following are excluded from Borrower’s agreement to indemnify under Section 9.02(c):

               (i) any Claim incurred by, or imposed on, such Indemnified Person (other than Ex-Im Bank) to the extent it would not have been imposed if such Indemnified Person or a Related Indemnitee had not engaged in transactions or activities unrelated to those contemplated by this Agreement or any other Operative Document;

               (ii) with respect to any particular Indemnified Person, any Claim to the extent caused by the gross negligence, willful misconduct or fraud of such Indemnified Person or a Related Indemnitee (other than as may be imputed to such Indemnified Person as a result of its participation in the transactions contemplated by the Operative Documents);

               (iii) with respect to any particular Indemnified Person, any Claim to the extent arising as a result of the breach or non-compliance with any of the terms of, or any misrepresentation contained in, this Agreement or any other Operative Document or any agreement relating hereto or thereto by which such Indemnified Person or a Related Indemnitee is expressly bound, by such Indemnified Person or a Related Indemnitee; provided , however , that this clause shall not apply to any such non-compliance or misrepresentation by such Indemnified Person caused by the non-compliance or misrepresentation by any other party to this Agreement or any other Operative Document (other than a Related Indemnitee);

               (iv) with respect to any particular Indemnified Person (other than Ex-Im Bank), any Claim for Taxes imposed on or measured by the overall gross or net income, gross or net profits, gross or net receipts or gross or net gains, franchise Taxes, Taxes on doing business or Taxes on capital or net worth of any Indemnified Person by the jurisdiction in which it is incorporated or maintains its principal place of business or in any jurisdiction in which it conducts business from time to time (other than a jurisdiction in which it is deemed to conduct business solely as a result of the transactions contemplated by the Operative Documents or a jurisdiction in which it would not be subject to a Tax of such type but for the result of the operation, presence or registration of any Aircraft or other presence of any Eligible End User therein or the exercise by such Indemnified Person of any of its rights or remedies under any Operative Document or the receipt of any payment under any Operative Document); any Claim for Taxes that are being contested in accordance with the provisions of Section 7.02(i) during the pendency

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of such contest, except to the extent required to be paid or advanced by Borrower pursuant to Section 9.02(i) hereof; or

               (v) any Claim included in Transaction Costs but only to the extent such Transaction Costs are reimbursed under Section 9.03 on an After Tax Basis.

          (e) In the case of any Claim indemnified by Borrower hereunder that is covered by a policy of insurance maintained pursuant to an Eligible Agreement, each Indemnified Person agrees at Borrower’s expense to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Claim as may reasonably be required to retain the benefits of such insurance with respect to such Claim, so long as no such cooperation shall entail a material risk of (i) any criminal liability, (ii) unindemnified civil liability or (iii) the sale, loss, forfeiture or seizure of the Collateral.

          (f) An Indemnified Person shall give prompt notice of the existence of any circumstance that, in its reasonable opinion, is likely to give rise to a Non-Tax Claim and shall promptly (and in no event later than thirty (30) days after it becomes aware of such a Claim) notify Borrower of any Non-Tax Claim as to which indemnification is sought ( provided that failure to give such notice shall not affect Borrower’s indemnity obligations hereunder except to the extent Borrower is precluded or prejudiced thereby). An Indemnified Person (other than Ex-Im Bank) asserting any Non-Tax Claim arising under any Operative Document shall, at no cost to itself, exercise all rights reasonably available to it under the terms thereof to mitigate such Non-Tax Claims. Subject to the rights of insurers under policies of insurance maintained pursuant to an Eligible Agreement, Borrower shall have the right to investigate, and the right in its sole discretion to defend or compromise in good faith in a commercially reasonable manner and with counsel reasonably satisfactory to the relevant Indemnified Person, any Non-Tax Claim for which indemnification is sought under this Section 9.02, and such Indemnified Person shall cooperate with all reasonable requests of Borrower in connection therewith; provided , that to the extent that other claims related or unrelated to the transactions contemplated hereby are part of the same proceeding involving such Non-Tax Claim, Borrower may assume responsibility for the control of such Non-Tax Claim (except for any Non-Tax Claim against Ex-Im Bank involving a Claim for criminal liability, any violation of law or (unless Borrower assures to Ex-Im Bank’s satisfaction payment thereof or for which an adequate bond has been posted in respect thereof) any material civil liabilities) to the extent that the same may be and is severed from such other claims and, if not severable, Borrower may assume joint control thereof with such Indemnified Person; provided , further , that no such Non-Tax Claim shall be compromised on a basis that admits any criminal violation or gross negligence or willful misconduct or other liability on the part of such Indemnified Person or would result in any material civil penalties without such Indemnified Person’s express consent unless Borrower at the time of such compromise pays or assures (to such Indemnified Person’s reasonable satisfaction) payment of such claim in full) any material civil penalties). Where Borrower or the insurers under a policy of insurance maintained by Borrower or any Eligible End User undertakes (whether solely or jointly with an Indemnified Person) the control of a severed Non-Tax Claim (with counsel reasonably satisfactory to such Indemnified Person and without reservation of rights against such Indemnified Person) pursuant to this Section 9.02(f), no additional legal fees or expenses of such Indemnified Person in connection with the defense of such Non-Tax Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of Borrower or such

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insurers or where any conflict of interest may exist between Borrower or its insurers and such Indemnified Person. Subject to the requirements of any policy of insurance, an Indemnified Person may participate at its own expense in any judicial proceeding controlled by Borrower pursuant to the preceding provisions and such participation shall not constitute a waiver of the indemnification provided in this Section 9.02. Nothing contained in this Section 9.02(f) shall be deemed to require an Indemnified Person to contest any Non-Tax Claim or to assume responsibility for or control of any judicial proceeding with respect thereto. Notwithstanding the foregoing, upon Ex-Im Bank’s written notice to Borrower that Ex-Im Bank cannot permit Borrower to assume the defense or joint control of the defense of any Claim as a matter of Applicable Law or stated policy of Ex-Im Bank, Ex-Im Bank shall assume the defense of such Claim, at the sole cost and expense of Borrower.

          (g) To the extent that a Non-Tax Claim indemnified by Borrower under this Section 9.02 is in fact paid in full by Borrower or any insurer under a policy of insurance maintained pursuant to an Eligible Agreement, Borrower or such insurer, or both, as the case may be, shall, to the extent permitted by Applicable Laws, and, in the case of Ex-Im Bank, Ex-Im Bank’s stated policy, be subrogated to the rights and remedies of the Indemnified Person (other than under insurance policies independently maintained and available to such Indemnified Person) on whose behalf such Non-Tax Claim was paid with respect to the transaction or event giving rise to such Non-Tax Claim. Should an Indemnified Person receive any cash refund, in whole or in part, with respect to any Non-Tax Claim fully paid by Borrower hereunder, it shall, so long as no Potential Default or Event of Default shall have occurred and be continuing, promptly pay, subject to deduction of any Taxes levied, imposed, asserted or required to be deducted from such amount, the amount refunded (but not an amount in excess of the amount paid (plus the amount, if any, of any interest received by the Indemnified Person with such refund) to such Indemnified Person in respect of such Non-Tax Claim) over to Borrower. Notwithstanding the foregoing provisions of this Section 9.02(g), no such subrogation shall be permitted if it interferes with such Indemnified Person’s ability to enjoy its rights under the Operative Documents.

          (h) Any payment which Borrower shall be required to make to or for the account of any Indemnified Person with respect to any Claim which is subject to indemnification under this Section 9.02 shall be made on an After Tax Basis, taking into account all Taxes (without regard to the exclusions set forth in Section 9.02(d)), required to be paid by the Indemnified Person as a result of such payment, provided that such Indemnified Person shall provide such certificates or information reasonably requested by Borrower to minimize the amount of any such Claim which such Indemnified Person is qualified to submit.

          (i) If a Claim shall be made for any Tax (including Withholding Taxes) for which Borrower is obligated pursuant to this Section 9.02, Borrower shall be entitled to contest the imposition of such Tax and withhold payment during pendency of such contest, but only if such contest (1) is made in good faith by appropriate proceedings that do not involve any substantial risk of the sale, seizure, forfeiture or loss of any Collateral or title thereto, interest therein or use thereof, and in the case of such proceedings so long as adequate reserves are maintained in respect of such Taxes in accordance with generally accepted accounting principles, (2) is permitted by Applicable Laws (it being also understood that Borrower shall in no event be allowed to withhold payment of any Withholding Tax) and (3) does not involve any material risk

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of criminal or unindemnified civil penalties against the relevant Indemnified Person. Unless otherwise required by law or unless the contest shall involve a claim for Taxes not indemnified against by Borrower, any such contest shall be conducted by and in the name of Borrower (unless Ex-Im Bank is the Indemnified Person); provided that Borrower shall have acknowledged and agreed as between itself and the relevant Indemnified Person in writing, in form and substance satisfactory to such Indemnified Person, Borrower’s liability for such Taxes (if and to the extent Borrower does not prevail in such contest; provided , further , that such acknowledgement of liability will not be binding if the contest is resolved by a final decision of a court of competent jurisdiction which clearly states the reasons for its decision, and such reasons would not have resulted in an obligation of Borrower to indemnify such Indemnified Person under this Agreement in the absence of such acknowledgment, but only to the extent based on additional facts first becoming known to Borrower following the commencement of such defense). If a written Claim shall be made against and received by any Indemnified Person for any Tax for which Borrower is obligated to indemnify pursuant to this Section 9.02, such Indemnified Person shall notify Borrower promptly of such Claim and provide Borrower with all documents and information relating solely to such Claim as may reasonably be requested by Borrower. If as described above, the contest of such Claim is not to be conducted by and in the name of Borrower, upon written request from Borrower within thirty (30) days after receipt of such notice, which written request shall be accompanied by an opinion of independent tax counsel reasonably satisfactory to such Indemnified Person (as to counsel, substance and conclusion) that reasonable grounds exist for successfully contesting such Taxes, such Indemnified Person shall contest in good faith (including, without limitation, by pursuit of appeals) the validity, applicability or amount of such Taxes by, in such Indemnified Person’s sole discretion, (A) resisting payment thereof, (B) not paying the same except under protest, if protest shall be necessary and proper or (C) if payment shall be made, seeking a refund thereof in appropriate administrative and judicial proceedings; provided , that in conducting such contest, the Indemnified Person shall keep Borrower informed, at Borrower’s request, of the progress and nature of the contest and shall consult in good faith with Borrower regarding the conduct of the contest; provided further , however , that in no event shall such Indemnified Person be requested to contest or shall Borrower be permitted to contest the imposition of any Tax for which Borrower has an indemnity obligation pursuant to this Section 9.02 unless (V) no Event of Default shall have occurred and be continuing; (W) Borrower shall have acknowledged and agreed in writing, in form and substance satisfactory to such Indemnified Person, Borrower’s liability to pay as incurred on an After Tax Basis all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such Claim whether or not successful (including, without limitation, all reasonable costs, expenses, legal and accounting fees and disbursements); (X) if such contest shall involve payment of the Claim, Borrower shall have advanced the amount thereof to such Indemnified Person on an interest-free and After Tax Basis; and (Y) unless the contest is conducted by and in the name of Borrower, such claim exceeds U.S.$25,000 and shall not involve a material risk of criminal liability, unindemnified civil liability or any material danger of the sale, loss, seizure or forfeiture of any Collateral or the imposition of any Lien (except if Borrower shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person in a manner reasonably acceptable to such Indemnified Person and Ex-Im Bank) on any Collateral. Notwithstanding that the conditions set forth in the preceding sentence may have been satisfied, such Indemnified Person may elect not to contest pursuant to the preceding sentence or elect to discontinue any

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contest proceeding commenced pursuant to the preceding sentence, but such election shall constitute a waiver by such Indemnified Person of any right to payment of indemnification pursuant to this Section 9.02 with respect to the adjustment which was the subject of such proposed contest plus any subsequent Taxes the contest of which is precluded thereby and, if Borrower has theretofore paid such amounts or provided such Indemnified Person with funds to pay such amounts, such Indemnified Person shall promptly repay such funds, together with interest thereon at the same rate of interest as that paid, or which would have been paid, by Borrower in funding such payment of Taxes to Borrower. If such Indemnified Person shall obtain a refund of, or shall be granted a credit against Taxes all or any part of which Borrower shall have paid for such Indemnified Person or for which Borrower shall have reimbursed such Indemnified Person in connection with the contest of any Claim pursuant to this Section 9.02(i), such Indemnified Person shall pay to Borrower, but not before Borrower shall have made all payments then due to such Indemnified Person pursuant to this Section 9.02 and any other payments then due to such Indemnified Person from Borrower under any of the Operative Documents and such Indemnified Person shall have reasonably determined that funds have been made available to it as a result of such refund or credit, an amount equal to the amount of funds made available to it as a result of such refund or credit, including interest received thereon, plus any Tax benefit (or minus any net Tax detriment) realized by such Indemnified Person (in its own reasonable discretion) as a result of receipt or accrual of such refund or credit and payment by such Indemnified Person made pursuant to this sentence; provided that any such payment (or any part thereof) shall not be required to be made if the result of such payment would be to leave such Indemnified Person (in its own reasonable discretion) in a position less favorable than it would have been in had no such refund or credit been obtained or Tax Benefit been realized. If any Indemnified Person shall have paid Borrower any refund of all or part of any Tax paid by Borrower and it is subsequently determined that such Indemnified Person was not entitled to the refund, such determination shall be treated as the imposition of a Tax pursuant to the provisions of this Section 9.02 (but without giving effect to the exclusions in Section 9.02(d). Except in respect of any Tax Claim which the Indemnified Person is not obligated to contest, no Indemnified Person shall enter into a settlement or other compromise with respect to any Claim with respect to which Borrower would be required to indemnify hereunder without the prior consent of Borrower, unless such Indemnified Person waives its right to be indemnified with respect to such Claim under this Section 9.02 or unless an Event of Default is continuing.

          (j) Borrower agrees that all payments made by Borrower and Borrower Parent pursuant to this Agreement and any other Operative Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future Taxes of any nature whatsoever now or hereafter imposed, levied, collected, withheld or assessed by any Government Body or taxing authority (all such Taxes being herein referred to as “ Withholding Taxes ”). If any Withholding Taxes are so required to be withheld or deducted from any payment made by Borrower or Borrower Parent under any Operative Document, Borrower shall (A) pay to the appropriate Government Body the amount of such Withholding Taxes and make such reports and filings in connection therewith in the time and manner required by Applicable Laws, (B) at the time that the payment upon which the deduction or withholding applies is required to be made, pay to the relevant Indemnified Person any additional amount which is necessary in order for the net amounts received by such Indemnified Person, after deduction or withholding of such Withholding Taxes, to equal the amounts payable to such Indemnified Person had no such deduction or withholding been required and (C) promptly

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forward to the relevant Indemnified Person an official receipt or other documentation evidencing payment of such Withholding Taxes to such Government Body. Each Indemnified Person agrees to deliver to Borrower, at Borrower’s sole cost and expense, such official certificates or documents as may be reasonably requested by Borrower in writing from time to time completed and duly executed by such Indemnified Person to establish that payments by Borrower to such Indemnified Person hereunder or any other Operative Document are exempt from or are subject to a reduced rate of Withholding Tax imposed by any Government Body or taxing authority, so long as, in the Indemnified Person’s reasonable determination, it is entitled to claim such reduction or exemption. If requested by such Indemnified Person in connection with any request for certificates or documents hereunder, Borrower shall provide such Indemnified Person with blank forms and instructions for completion thereof.

          (k) If pursuant to Section 9.02(j), Borrower has paid any amount or withheld any amount from any payment in respect of any tax not indemnified by Borrower pursuant to this Section 9.02 and Borrower has paid over such withheld amount to the proper Government Body for the account of an Indemnified Person, Borrower shall notify such Indemnified Person of the amount of such withholding and provide to such Indemnified Person an official receipt or other document reasonably satisfactory to such Indemnified Person evidencing payment of the withheld amount, and such Indemnified Person shall promptly repay to Borrower the additional amount paid Borrower pursuant to Section 9.02(j) in respect of the amount paid or withheld together with any interest received thereon from such Government Body.

          (l) Except in the case of Withholding Taxes (payment of and indemnification with respect to which shall be governed by Section 9.02(j)), any amounts payable to an Indemnified Person pursuant to this Section 9.02 in respect of Taxes shall be paid within thirty (30) days after receipt of a written demand therefor from such Indemnified Person accompanied by a written statement describing in reasonable detail the amount so payable, but not before the date such Tax is due. Any payments made pursuant to this Section 9.02 directly to an Indemnified Person or Borrower shall be made in the applicable currency in immediately available funds at such bank or to such account as is specified by the payee in written directions to the payor.

          (m) If an Indemnified Person is not a party to this Agreement, Borrower may require such Indemnified Person to agree in writing, in a form reasonably acceptable to Borrower, to the terms of this Section 9.02 prior to making any payment under this Section 9.02 to such Indemnified Person.

          (n) The general indemnification provisions of this Section 9.02 are not intended to waive or supersede any express provisions of this Agreement or any other Operative Document concerning the responsibility of any of the parties hereto or thereto for any Claims and the fact that a Claim is not excluded from indemnification under Section 9.02(d) shall in no event prevent any party hereto from bringing an action against Borrower or any Indemnified Person for any breach of any obligation owing by such party to such other party giving rise to such Claim.

          (o) Borrower shall, at its own expense, duly file all required reports and returns respecting all Taxes for which Borrower is directly responsible under this Section 9.02, to

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the extent Borrower is permitted to do so by law. If the same must be filed by an Indemnified Person, Borrower will advise such Indemnified Person of the necessity of filing the same and, in sufficient time before the same are due, furnish such Indemnified Person with a completed copy thereof and funds in the amount required to be submitted, together with any additional information and records relating thereto as such Indemnified Person may reasonably request. Borrower shall hold such Indemnified Person harmless from and against any Claims arising out of any insufficiency or inaccuracy in any such report or return to the extent such insufficiency or inaccuracy is not attributable to any act or omission of or information provided by such Indemnified Person or a Related Indemnitee. Borrower shall make available to the Indemnified Person such other information and records as are maintained by Borrower regarding the use of the Aircraft at Borrower’s principal place of business. If, in conjunction with the filing of any tax return or as a result of an audit, an Indemnified Person reasonably requests additional information, Borrower shall make available such other information and records as it maintains in the ordinary course of business or is reasonably available to it.

          (p) The indemnities and agreements provided for in this Section 9.02 shall survive the expiration or other termination of the Operative Documents.

     9.03 Expenses . Borrower agrees, whether or not the transactions hereby contemplated shall be consummated, to pay, or reimburse Ex-Im Bank and the Security Trustee promptly upon demand for the payment of, all reasonable and duly documented costs and expenses arising in connection with the preparation, printing, execution, delivery, registration, implementation, modification of, or waiver or consent under, the Operative Documents, including, without limitation, the reasonable and duly documented out-of-pocket expenses of Ex-Im Bank (incurred in respect of telecommunications, mail or courier service, travel and the like), the reasonable fees and expenses of counsel for Ex-Im Bank, all Taxes (including, without limitation, interest and penalties, if any) which may be payable in respect of the Operative Documents and the initial and annual fees of the Security Trustee (collectively, the “ Transaction Costs ”). Borrower shall also pay all of the reasonable costs and expenses (including, without limitation, the reasonable fees and expenses of counsel and all Taxes) incurred by or charged to Ex-Im Bank or the Security Trustee in connection with the amendment or enforcement of any of the Operative Documents or the protection or preservation of any right or claim of Ex-Im Bank or the Security Trustee arising out of any of the Operative Documents. All amounts payable by Borrower pursuant to this Section 9.03 shall be paid by Borrower in the currency in which the same has been incurred and is payable by Ex-Im Bank or the Security Trustee, as applicable.

      Section 10. Payments .

     10.01 Method of Payment .

          (a) All payments to be made by Borrower under this Agreement and the Note shall be made to Ex-Im Bank without set-off or counterclaim, in U.S. Dollars and in immediately available and freely transferable funds, no later than 11:00 a.m. (New York City time) on the date on which due, at the Federal Reserve Bank of New York for credit to Ex-Im Bank’s account: U.S. Treasury Department 021030004 TREAS NYC/CTR/BNF’/AC 4984 OBI=Export-Import Bank Due                      on EIB Credit No. AP084206XX — United States from Cessna Finance Export Corporation.

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          (b) Except as otherwise provided herein, whenever any payment would otherwise fall due on a day which is not a Business Day, the due date for payment shall be the immediately succeeding Business Day and interest and fees shall be computed in accordance with Section 14.01.

     10.02 Application of Payments . Ex-Im Bank shall apply payments received by it in respect of a Tranche (the “ Relevant Tranche ”) under this Agreement or the Note (whether at stated maturity, by reason of acceleration, prepayment or otherwise) in the following order of priority: (a) interest due pursuant to Section 6.02(b) in respect of or related to such Relevant Tranche; (b) ASU Commitment Fees, Exposure Fees, ASU Arrangement Fees, ASU Administration Fees and all other amounts due to Ex-Im Bank under this Agreement and not otherwise provided for under this Section 10.02 in respect of or related to such Relevant Tranche; (c) interest due pursuant to Section 6.02(a) in respect of or related to such Relevant Tranche; (d) principal due in respect of or related to such Relevant Tranche; (e) in respect of each Tranche other than the Tranche which, at the time of such application, constitutes the Relevant Tranche (the “ Other Tranche ”), in or towards payment of the amounts referred to in, and in the respective order of priorities set forth in clauses (a) through (d) of this Section 10.02 as if such references were for amounts due and owing in respect of or related to the Other Tranche; (f) installments of principal not yet due in inverse order of maturity in respect of or related to such Relevant Tranche; and (g) all other amounts due under this Agreement and not otherwise provided for in this Section 10.02. If the Note consists of more than one promissory note, payments with respect to the Note shall be applied pro rata to such promissory notes in accordance with the above priorities.

      Section 11. Representations, Warranties and Covenants .

     11.01 Representations and Warranties of Borrower . Borrower represents and warrants to Ex-Im Bank and the Security Trustee as of the date hereof and on each Disbursement Date that:

          (a) Existence and Authority . Borrower is duly organized and validly existing under the laws of the State of Delaware, with full power, authority and legal right to own its property and carry on its business as now conducted, and has taken all actions necessary or advisable to authorize it to execute, deliver, perform and observe the terms and conditions of the Borrower Documents.

          (b) Government Authorizations . All consents, licenses, authorizations and approvals of, and exemptions by, any Governmental Authority and any Other Governmental Authority that are necessary or advisable: (i) for the execution, delivery, performance and observance by Borrower of the Borrower Documents, including, without limitation, approvals relating to the availability and transfer of Dollars required to make all payments due under this Agreement and the Note; and (ii) for the validity, binding effect and enforceability of the Borrower Documents, have been obtained and are in full force and effect.

          (c) Restrictions . The execution, delivery and performance or observance by Borrower of the terms of, and consummation by Borrower of the transactions contemplated by, each of the Borrower Documents does not and will not conflict with or result in a breach or

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violation of: (i) the charter, by-laws or similar documents of Borrower; (ii) any law of the United States or any other ordinance, decree, constitutional provision, regulation or other requirement of any Governmental Authority (including, without limitation, any restriction on interest that may be paid by Borrower); or (iii) any order, writ, injunction, judgment or decree of any court or other tribunal. Further, the execution, delivery and performance or observance by Borrower of the terms of, and consummation by Borrower of the transactions contemplated by, each of the Borrower Documents does not and will not conflict with or result in a breach of any agreement or instrument to which Borrower is a party, or by which it or any of its revenues, properties or assets may be subject, or result in the creation or imposition of any Lien upon any of the revenues, properties or assets of Borrower pursuant to any such agreement or instrument.

          (d) Binding Effect . Borrower has duly executed and delivered this Agreement and the other Borrower Documents on or before the date hereof, and Borrower will also duly execute and deliver the Note and each of the other Borrower Documents that may hereafter be executed. Each of the Borrower Documents that has been executed and delivered constitutes, and each such Borrower Document that may hereafter be executed and delivered will constitute, a direct, general and unconditional obligation of Borrower that is legal, valid and binding upon Borrower and enforceable against Borrower in accordance with its respective terms, except as such enforceability may be limited by applicable insolvency, reorganization, liquidation, moratorium, readjustment of debt or other similar laws affecting the enforcement of creditors’ rights generally and by the application of general principles of equity regardless of whether such enforceability is considered in a proceeding at law or in equity. Borrower’s payment obligations under this Agreement rank, and under the Note, when issued, will rank, in all respects at least pari passu in priority of payment with all other unsecured and unsubordinated payment obligations of Borrower.

          (e) Commercial Activity . The Borrower Documents and the transactions contemplated thereby constitute commercial activities (rather than governmental or public activities) of Borrower, and Borrower is subject to private commercial law with respect thereto. Neither Borrower nor any of its property, assets, or revenue enjoys any right of immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution, set-off, execution, or from any other legal process with respect to any of the obligations under this Agreement, the Note, or any of the other Borrower Documents. The waiver of immunity contained in Section 13.04 is valid and enforceable and would be effective to waive such immunity should Borrower become entitled to immunity in the future.

          (f) Legal Proceedings . No legal proceedings are pending or, to the best of Borrower’s knowledge, threatened before any court or Governmental Authority or Other Governmental Authority which might: (i) materially and adversely affect Borrower’s financial condition, business or operations; (ii) restrain or enjoin or have the effect of restraining or enjoining the performance or observance of the terms and conditions of any of the Borrower Documents; or (iii) in any other manner question the validity, binding effect or enforceability of any of the Borrower Documents.

          (g) No Taxes . There is no Tax imposed on or in connection with: (i) the execution, delivery or performance of any of the Borrower Documents; (ii) the enforcement of any of the Borrower Documents; or (iii) on any payment to be made to Ex-Im Bank or the

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Security Trustee under any of the Borrower Documents. In connection with the Credit, no Governmental Authority shall impose any reserve, special deposit, deposit insurance or assessment affecting Ex-Im Bank.

          (h) No Corrupt Practices . Neither Borrower nor any of its officers, directors or authorized employees, agents or representatives has paid, offered or promised to pay, or authorized the payment, directly or indirectly, of, any commission, bribe, pay-off or kickback or similar payment related to the Credit or the transactions contemplated thereby that violates any applicable law or entered into any agreement or arrangement under which any such payment will at any time be made.

          (i) Suspension and Debarment, etc. Borrower and each of its Principals (as such term is defined in the Debarment Regulations) individually, have not within the past 3 years been (a) debarred, suspended, declared ineligible from participating in, or voluntarily excluded from participation in, a Covered Transaction (as such term is defined in the Debarment Regulations), (b) formally proposed for debarment, with a final determination still pending, (c) indicted, convicted or had a civil judgment rendered against it for any of the offenses listed in the Debarment Regulations, or (d) delinquent on any substantial debts owed to Ex-Im Bank or any Other Governmental Authority of the United States as of the date hereof.

          (j) No Delinquency on Amounts Due to the United States . Borrower is not delinquent on any amounts due and owing to any Other Governmental Authority of the United States as of the date of this Agreement.

          (k) Security Agreement . The Security Agreement will create and, upon registration of the Security Agreement as required by this Agreement and Applicable Law, will perfect, in favor of the Security Trustee on behalf of the Secured Parties, legal, valid and enforceable security interests in the Collateral under the laws of the United States.

          (l) Single Purpose . Since its establishment, it has engaged in no business activity, and will engage in no other business activities, except (i) the purchasing and leasing of aircraft, (ii) the financing of the acquisition of aircraft and (iii) activities in respect of the transactions contemplated by the Operative Documents to which it is a party, and has incurred no Indebtedness other than as contemplated or permitted by the Operative Documents to which Borrower is a party.

          (m) Borrower Parent . Borrower Parent is the sole owner of all of the Pledged Shares.

          (n) Pledged Account . Borrower has established the Pledged Account.

          (o) Location . Borrower’s “location” is in the State of Delaware as such term is used in Section 9-307 of the Uniform Commercial Code.

          (p) No Event of Default . No Event of Default and no Potential Default has occurred and is continuing.

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     11.02 Additional Representations and Warranties of Borrower. In addition to the foregoing, Borrower represents and warrants to Ex-Im Bank and the Security Trustee as of each Disbursement Date that:

          (a) Government Authorizations . All consents, licenses, authorizations and approvals of, and exemptions by, any Governmental Authority and any Other Governmental Authority that are necessary or advisable for Borrower’s execution, delivery and performance of the Supply Contract in respect of the Goods to be financed as of such Disbursement Date and the exportation such Goods to the applicable Eligible End User’s Country have been obtained and are in full force and effect.

          (b) Recordation . To ensure the legality, validity, enforceability, priority or admissibility in evidence in the United States of any of the Borrower Documents relating to the Goods to be financed on such Disbursement Date, it is not necessary that any of the Borrower Documents be registered, recorded, enrolled or otherwise filed with any court or other Governmental Authority, or be notarized, or that any documentary, stamp or other similar tax, imposition or charge of any kind be paid on or in respect of any of the Borrower Documents except for (A) the filing of appropriate UCC financing statements in the State of Delaware with respect to the security interests created by the Security Documents and (B) the registrations with the International Registry contemplated by Section 8.01 hereof together with any other filings, recordings and/or registrations required pursuant to Section 7.02(j) and 7.02(k) hereof. The Eligible Agreement relating to the Goods to be financed on such Disbursement Date permits the assignment thereof pursuant to the Security Agreement.

          (c) Supply Contract(s) . No Applicable Law is or will be violated by either any Supply Contract or Borrower’s performance of its obligations under any Supply Contract, in each case relating to the Goods to be financed on such Disbursement Date.

          (d) Title . Immediately prior to the entering into of the applicable Eligible Agreement which is a lease structure, Borrower was the legal owner of all right, title and interest in and to such Goods and in and to the related Eligible Agreement, free and clear of all Liens.

          (e) Eligible Agreements . Borrower has provided to Ex-Im Bank full, true and complete copies of the Eligible Agreement(s) relating to the Goods to be financed on such Disbursement Date. No facts or circumstances exist which give rise to any right of rescission, set off, counterclaim or defense to the obligations of the relevant Eligible End User under each such Eligible Agreement.

          (f) Use of Goods . To the best of Borrower’s knowledge, the Goods to be financed on such Disbursement Date will be used for lawful purposes and in conformity in all material respects with any insurance policies and any warranties of the manufacturer.

          (g) Re-export . To the best of Borrower’s knowledge, no Goods financed under this Agreement on such Disbursement Date will be re-exported from the relevant Eligible End User’s Country.

          (h) No Liens or Encumbrances . To the best of Borrower’s knowledge, other than Liens created by the Security Agreement or the Eligible Agreements and any Permitted

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Liens, no other Liens exist over or with respect to the Goods to be financed on such Disbursement Date.

          (i) Ordinary Course and in Conformity with Standard . Each Eligible Agreement relating to the Goods to be financed on such Disbursement Date (including the analysis and other due diligence in respect of the applicable Eligible End User) has been entered into in accordance with the Standard, in the ordinary course of the Servicer’s business.

     11.03 Affirmative Covenants of Borrower . Borrower covenants and agrees that until all amounts owing under this Agreement and the Note have been paid in full, unless Ex-Im Bank shall have consented in writing, Borrower will:

          (a) Notice of Defaults . Promptly, but in no event later than ten (10) days after the occurrence of an Event of Default or of any Potential Default, notify Ex-Im Bank by facsimile transmission or hand delivery of the particulars of such occurrence and the corrective action proposed to be taken by Borrower with respect thereto.

          (b) Inspections . Permit (and cause Guarantor to permit) representatives of Ex-Im Bank to make reasonable inspections of Borrower’s books and records in connection with this Agreement and the transactions contemplated hereby, and cause Borrower’s officers and employees to give full cooperation and assistance in connection therewith. The reasonable costs and duly documented expenses of such inspections shall be for the account of Borrower. In addition to the foregoing, Borrower will require each Eligible End User to permit representatives of Ex-Im Bank to make reasonable inspections of the related Aircraft following the occurrence and during the continuance of an Event of Default.

          (c) Notice of Disputes . Promptly give written notice to Ex-Im Bank of any material dispute that may exist between Borrower and (i) any Governmental Authority, (ii) any Other Governmental Authority, or (iii) any international financial institutions.

          (d) Government Authorizations . Promptly obtain and maintain all consents, licenses, authorizations and approvals of, and exemptions by, any Governmental Authority and any Other Governmental Authority that are necessary or advisable: (i) for the execution, delivery, performance and observance by Borrower of the Borrower Documents, including, without limitation, all approvals relating to the availability and transfer of U.S. Dollars required to make all payments due under this Agreement and the Note; (ii) for the validity, binding effect and enforceability of the Borrower Documents; and (iii) for the execution, delivery and performance of any Supply Contract and the exportation from the United States and importation and use of the Goods in each Eligible End User’s Country.

          (e) Pari Passu . Ensure that its payment obligations under this Agreement and the Note will at all times constitute the direct, general and unconditional obligations of Borrower and rank in all respects at least pari passu in priority of payment with all other unsecured and unsubordinated payment obligation of Borrower.

          (f) Notice of Suspension or Debarment . Provide prompt written notice to Ex-Im Bank if any time it learns that the representation set forth in Section 11.01(j) was erroneous when made or has become erroneous by reason of changed circumstances.

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          (g) Supply Contract(s) . Obtain the prior written consent of Ex-Im Bank to any assignment of Borrower’s rights or obligations under any Supply Contract or to any material modification to or cancellation of any Supply Contract.

          (h) Status Report . Provide, no later than the 10th day of any calendar month, a completed report, in the form set forth on Annex I hereto, setting forth the aggregate Aircraft then subject to the facility hereunder, the status of each of the related Eligible Agreements and such other information set forth therein.

          (i) Change in U.S. Content . During the period beginning from the initial Disbursement Date and ending on the Final Disbursement Date, promptly (i) notify (or cause the applicable Exporter to notify) Ex-Im Bank of any “material change” (as defined in paragraph 6 under Part C of the Exporter’s Certificate) in the U.S. Content Percentage for any Eligible Aircraft set forth in the Cessna Letter (such notification to include the revised U.S. Content Percentage for such Aircraft), and (ii) provide Ex-Im Bank with such information concerning the U.S. Content of an Eligible Aircraft as Ex-Im Bank shall reasonably request.

          (j) Eligible Agreement . Cause each Aircraft (other than Off-Lease Aircraft which shall be subject to the terms of the Servicing Agreement) to be and remain subject to an Eligible Agreement and perform all of Borrower’s obligations thereunder.

          (k) Collateral Coverage . Within sixty (60) days of its receipt of a Section 11.03(k) Notice, (i) grant, pledge or deliver (as applicable) to Security Trustee, or cause Guarantor to grant, pledge or deliver (as applicable) to Security Trustee, Eligible Additional Collateral as additional Collateral for all obligations and indebtedness of Borrower under this Agreement, the Note and the other Operative Documents, and/or (ii) make a prepayment to Ex-Im Bank in an amount such that, as a result of all actions taken under the preceding clauses (i) and (ii), the Aggregate Collateral Value at the end of such sixty (60) day period (after giving effect to such Eligible Additional Collateral and prepayment) is not less than one hundred ten percent (110%) of the then outstanding unpaid principal balance of the Credit. Any prepayment made pursuant to this Section 11.03(k) shall not be subject to the payment of a Prepayment Premium pursuant to Section 6.03(a) of this Agreement.

          (l) Other Acts . From time to time, do and perform any and all acts and execute any and all documents as may be necessary or as reasonably requested by Ex-Im Bank in order to effect the purposes of this Agreement and to protect the interests of Ex-Im Bank in the Note.

     11.04 Negative Covenants of Borrower . Borrower covenants and agrees that until all amounts owing under this Agreement and the Note have been paid in full, it will not, without the prior written consent of Ex-Im Bank:

          (a) Liens on Goods . Create, assume or permit to exist any Liens on any of Borrower’s right, title or interest in the Goods, except for Permitted Liens.

          (b) Sale, Lease or Transfer of Goods . Sell, lease or otherwise transfer, or agree to sell, lease or otherwise transfer, or consent to the sale, lease or other transfer of, any Good or a component of any Good to any Person (other than to an Eligible End User); or cause

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or permit any Eligible End User to sell, lease, or otherwise transfer, or agree to sell, lease, or otherwise transfer any Goods (or a component thereof) to any Person except as otherwise authorized under the relevant Eligible Agreement and the Operative Documents.

          (c) Use of the Goods . Consent to the use of the Goods, or cause or consent to any Eligible End User to use or permit the use of the Goods, outside the relevant Eligible End User’s Country contrary to the restrictions set forth in Section 11.04(g)(vi) hereof.

          (d) Change in Business . Make any substantial change in the scope or nature of its business or operations.

          (e) Merger, Consolidation, Dissolution and Sale . Merge or consolidate with any other entity; dissolve or terminate its legal existence; sell, lease, transfer or otherwise dispose of any substantial part of its properties or any of its properties essential to the conduct of its business or operations, as now or hereafter conducted; or enter into any agreement to do any of, the foregoing; provided, however, that Borrower may, on at least twenty (20) days prior written notice to Ex-Im Bank and with Ex-Im Bank’s prior consent (which consent may be withheld in its reasonable discretion), merge or consolidate with another Person provided that Ex-Im Bank receives such executed documents and agreements as Ex-Im Bank may reasonably require to confirm that Ex-Im Bank and the Security Trustee will retain, after giving effect to such merger or consolidation, all collateral and credit support as they enjoyed under the Operative Documents prior to such merger or consolidation, including, without limitation, a first priority perfected interest in all capital stock issued by the successor by merger or consolidation and that the TFC Guarantee will, following such merger or consolidation, remain in full force and effect with respect to the obligations of any successor under the Operative Documents.

          (f) Suspension and Debarment, etc. Knowingly enter into any transactions in connection with the Goods with any person who is debarred, suspended, declared ineligible or voluntarily excluded from participation in procurement or nonprocurement transactions with any United States federal government department or agency pursuant to any of the Debarment Regulations.

          (g) Special Covenants .

          (i) Enter into any business or other activity other than (A) the business of financing, acquiring and leasing aircraft and the exercise of rights under, and the performance of all obligations to be performed by it pursuant to, the Operative Documents or any documents executed or to be executed by it in connection with the transactions contemplated by the Operative Documents or the sale, lease or other disposition of such aircraft, (B) any lawful business and activities expressly consented to in writing by Ex-Im Bank, (C) paying expenses incurred in the ordinary course of the business contemplated by the Operative Documents, and (D) activities incidental to the foregoing;

          (ii) (A) commence any case, proceeding or other action under any existing or future law of any jurisdiction, within or outside the United States, relating to bankruptcy, insolvency, reorganization, arrangement, adjustment, winding-up,

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liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seek appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or make a general assignment for the benefit of its creditors; and not take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth above;

          (iii) contract for, create, incur or assume any Indebtedness (including contingent liability therefor), grant any credit or guarantee any debts other than pursuant to the Operative Documents to which it is a party or (subject to the receipt of any consents required under the Operative Documents to which it is a party) as otherwise expressly permitted by the Operative Documents to which it is a party;

          (iv) enter into any contract or agreement with any Person, nor create or incur, any liability to any Person, other than such contracts or liabilities, or both, as expressly provided for or permitted or contemplated by the Operative Documents to which Borrower is a party, and contracts, liabilities, ordinary operating costs and overhead expenses as have arisen or may arise in the ordinary course of carrying on business in accordance with clause (i) above;

          (v) amend or modify its certificate of incorporation;

          (vi) issue any consent for any Aircraft (or suffer any Aircraft that is Off-Lease) to be (A) flown to or within an Excluded Country or operated or used by any Person that is a national of, or established under, the laws of, or whose principal place of business or principal place of aircraft operations is located in, an Excluded Country, (B) operated or used in contravention of the Ex-Im Bank Statutes or any United States law, regulation or stated policy (or interpretation thereof) restricting the operation or use of United States-manufactured aircraft and engines, (C) flown or operated for any military purpose, (D) located, operated or used in any war zone or hostile area, (E) principally used in, or operated or used by or for any Person which is a national of, or established under the laws of, or whose principal place of business or principal place of aircraft operations is located in, a Restricted Country, or (F) primarily based in one or more Restricted Countries; and, for the purposes of this Section 11.04(g)(vi), “ primarily based ” shall mean that during any consecutive seven (7) day period, the aggregate amount of time spent on the ground by an Aircraft in one or more Restricted Countries shall exceed fifteen per cent (15%) of the total amount of time spent on the ground during such seven (7) day period (provided that no Event of Default will occur in respect of this Section 11.04(g)(vi) if such Aircraft spends time on the ground in a Restricted Country so that any non-recurring emergency maintenance or other non-recurring emergency repairs can be performed on such Aircraft);

          (vii) without the consent of Ex-Im Bank, sell, assign, release, discharge or otherwise transfer (each, a “ Disposition ”), its interest in any Aircraft, any Eligible Agreement or any other item of Collateral (including any Disposition in connection with any enforcement of remedies, the pay off of a loan or the exercise of a purchase option or purchase obligation under or in connection with any Eligible Agreement), provided , that Borrower may cause a Disposition of an Aircraft and, if relevant, the related Eligible

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Agreement if each of the following conditions are satisfied: (i) no Potential Default has occurred and would continue to exist after such Disposition, and (ii) either (A) upon or prior to such Disposition, the Allocable Portion with respect to such Aircraft is prepaid in accordance with Section 6.04(a) and (b) hereof or (B) the proceeds of such Disposition are deposited in the Pledged Account in accordance with Section 6.04(d) hereof;

          (viii) set up, claim or seek to take advantage of any law now or hereafter in force in any jurisdiction where any Aircraft may be situated in order to prevent, hinder or delay any effort on the part of Ex-Im Bank or the Security Trustee, in accordance with the Security Documents, to de-register such Aircraft, regain possession of such Aircraft, or re-export such Aircraft from any jurisdiction in which such Aircraft may be located, and hereby waives, to the full extent that it may be lawful so to do, the benefit of all such laws;

          (ix) pledge the credit of any Secured Party for any maintenance, service repairs, overhaul of, or modifications to, or changes or alterations in any Aircraft or any Part, for the fees of any airport or air navigation authority or otherwise; and

          (x) enter into any Subtransaction except with respect to Eligible Aircraft which are the subject of an Eligible Agreement with an Eligible End User.

     11.05 Representations and Warranties of Guarantor . Guarantor represents and warrants to Ex-Im Bank as of the date hereof and as of each Disbursement Date that:

          (a) Existence and Authority . Guarantor is duly organized and validly existing under the laws of the State of Delaware, with full power, authority and legal right to own its property and carry on its business as now conducted, and has taken all actions necessary or advisable to authorize it to execute, deliver, perform and observe the terms and conditions of the Guarantor Documents.

          (b) Government Authorizations . All consents, licenses, authorizations and approvals of, and exemptions by, any Governmental Authority and any Other Governmental Authority that are necessary or advisable: (i) for the execution, delivery, performance and observance by Guarantor of the Guarantor Documents, including, without limitation, approvals relating to the availability and transfer of U.S. Dollars required to make all payments due under this Agreement and the Note; and (ii) for the validity, binding effect and enforceability of the Guarantor Documents, have, in each case, been obtained and are in full force and effect.

          (c) Recordation . To ensure the legality, validity, enforceability, priority or admissibility in evidence in the United States of any of the Guarantor Documents, it is not necessary that any of the Guarantor Documents be registered, recorded, enrolled or otherwise filed with any court or other Governmental Authority, or be notarized, or that any documentary, stamp or other similar tax, imposition or charge of any kind be paid on or in respect of this Agreement or the Note.

          (d) Restrictions . The execution, delivery and performance or observance by Guarantor of the terms of, and consummation by Guarantor of the transactions contemplated by, each of the Guarantor Documents does not and will not conflict with or result in a breach or

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violation of: (i) the charter, by-laws or similar documents of Guarantor; (ii) any law of the United States or any other ordinance, decree, constitutional provision, regulation or other requirement of any Governmental Authority (including, without limitation, any restriction on interest that may be paid); or (iii) any order, writ, injunction, judgment or decree of any court or other tribunal. Further, the execution, delivery and performance or observance by Guarantor of the terms of, and consummation by Guarantor of the transactions contemplated by, each of the Guarantor Documents does not and will not conflict with or result in a breach of any agreement or instrument to which Guarantor is a party, or by which it or any of its revenues, properties or assets may be subject, or result in the creation or imposition of any Lien upon any of the revenues, properties or assets of Guarantor pursuant to any such agreement or instrument.

          (e) Binding Effect . Guarantor has duly executed and delivered this Agreement, the Note and the other Guarantor Documents on or before the date hereof. Each of the Guarantor Documents that has been executed and delivered constitutes, and each such Guarantor Document that may hereafter be executed and delivered will constitute, a direct, general and unconditional obligation of Guarantor that is legal, valid and binding upon Guarantor and enforceable against Guarantor in accordance with its respective terms, except as such enforceability may be limited by applicable insolvency, reorganization, liquidation, moratorium, readjustment of debt or other similar laws affecting the enforcement of creditors’ rights generally and by the application of general principles of equity regardless of whether such enforceability is considered in a proceeding at law or in equity. Guarantor’s payment obligations under this Agreement rank, and under the Note, when issued, will rank, in all respects at least pari passu in priority of payment with all other unsecured and unsubordinated payment obligations of Guarantor.

          (f) Commercial Activity . The Guarantor Documents and the transactions contemplated thereby constitute commercial activities (rather than governmental or public activities) of Guarantor, and Guarantor is subject to private commercial law with respect thereto. Neither Guarantor nor any of its property, assets, or revenue enjoys, any right of immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution, set-off, execution, or from any other legal process with respect to any of the obligations under this Agreement, the Note, or any of the other Guarantor Documents. The waiver of immunity contained in Section 13.04 is valid and enforceable and would be effective to waive such immunity should Guarantor become entitled to immunity in the future.

          (g) Legal Proceedings . There are no proceedings pending or, to the knowledge of Guarantor, threatened against Guarantor or any Subsidiary thereof in any court or before any governmental authority or arbitration board or tribunal which individually or in the aggregate is likely to materially and adversely affect the financial condition or business of Guarantor and its consolidated subsidiaries, taken as a whole, or impair the ability of Guarantor to perform its obligations under the Operative Documents or which questions the validity, binding effect or enforceability of any Operative Document or any action taken or to be taken pursuant thereto. Neither Guarantor nor any Subsidiary thereof is in default with respect to any order of any court or governmental authority or arbitration board or tribunal, the default under which would affect adversely the ability of Guarantor to perform its obligations under the Operative Documents.

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          (h) Guarantor Financial Statements . The Guarantor Financial Statements fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of Guarantor and its consolidated subsidiaries as of such date and the results of their operations for the period then ended. Since the date of the Guarantor Financial Statements, there has been no material adverse change in the condition, financial or otherwise, of Guarantor and its consolidated subsidiaries, taken as a whole, as shown on the financial statements of Guarantor as of such date.

          (i) No Taxes . There is no Tax imposed on or in connection with: (i) the execution, delivery or performance of any of the Guarantor Documents; (ii) the enforcement of any of the Guarantor Documents; or (iii) on any payment to be made to Ex-Im Bank under any of the Guarantor Documents. In connection with the Credit, no Governmental Authority shall impose any reserve, special deposit, deposit insurance or assessment affecting Ex-Im Bank.

          (j) No Corrupt Practices . Neither Guarantor nor any of its officers, directors or authorized employees, agents or representatives has paid, offered or promised to pay, or authorized the payment, directly or indirectly, of, any commission, bribe, pay-off or kickback or similar payment related to the Credit or the transactions contemplated thereby that violates any applicable law or entered into any agreement or arrangement under which any such payment will at any time be made.

          (k) Suspension and Debarment, etc. Guarantor and each of its Principals (as such term is defined in the Debarment Regulations) individually, have not within the past 3 years been (a) debarred, suspended, declared ineligible from participating in, or voluntarily excluded from participation in, a Covered Transaction (as such term is defined in the Debarment Regulations), (b) formally proposed for debarment, with a final determination still pending, (c) indicted, convicted or had a civil judgment rendered against it for any of the offenses listed in the Debarment Regulations, or (d) delinquent on any substantial debts owed to Ex-Im Bank or any Other Governmental Authority of the United States as of the date hereof.

          (l) No Delinquency on Amounts Due to the United States . Guarantor is not delinquent on any amounts due and owing to any Other Governmental Authority of the United States as of the date of this Agreement.

          (m) No Event of Default . No Event of Default and no Potential Default has occurred and is continuing.

     11.06 Affirmative Covenants of Guarantor . Guarantor covenants and agrees that until all amounts owing under this Agreement and the Note have been paid in full, unless Ex-Im Bank shall have consented in writing, Guarantor will:

          (a) Notice of Disputes . Promptly give written notice to Ex-Im Bank of any material dispute that may exist between Guarantor and (i) any Governmental Authority, (ii) any Other Governmental Authority, or (iii) any international financial institutions.

          (b) Government Authorizations . Promptly obtain and maintain all consents, licenses, authorizations and approvals of, and exemptions by, any Governmental Authority and any Other Governmental Authority that are necessary or advisable: (i) for the execution,

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delivery, performance and observance by Guarantor of the Guarantor Documents and Borrower Documents, including, without limitation, all approvals relating to the availability and transfer of U.S. Dollars required to make all payments due under this Agreement and the Note; (ii) for the validity, binding effect and enforceability of the Guarantor Documents.

          (c) Pari Passu . Ensure that its payment obligations under this Agreement and the Note will at all times constitute the direct, general and unconditional obligations of Guarantor and rank in all aspects at least pari passu in priority of payment with all other unsecured and unsubordinated payment obligation of Guarantor.

          (d) Notice of Suspension or Debarment . Provide prompt written notice to Ex-Im Bank if any time it learns that the representation set forth in Section 11.05(k) was erroneous when made or has become erroneous by reason of changed circumstances.

          (e) Corporate Credit Ratings . Notify Ex-Im Bank in writing in the event of any lowering of Textron Inc.’s long term corporate credit rating by either S&P, Fitch or Moody’s.

          (f) TFC Guarantee Covenants . Comply with the covenants of the Guarantor set forth in Section 9 of the TFC Guarantee.

          (g) Other Acts . From time to time, do and perform any and all acts and execute any and all documents as may be necessary or as reasonably requested by Ex-Im Bank in order to effect the purposes of this Agreement.

     11.07 Negative Covenants of Guarantor . Guarantor covenants and agrees that until all amounts owing under this Agreement and the Note have been paid in full, it will not, without the prior written consent of Ex-Im Bank:

          (a) Interference . Take any action that would prevent or interfere with the observance and performance by Borrower of any covenant, agreement or obligation of Borrower set forth in any of the Borrower Documents.

          (b) Subrogation . Exercise any rights of subrogation which it may acquire due to its payment of Borrower’s obligations pursuant to the TFC Guarantee unless and until all sums payable under this Agreement and the Note have been paid in full, and if any payment shall be made to Guarantor on account of such rights of subrogation, it shall promptly pay such amount to Ex-Im Bank.

          (c) Change in Business . Make any substantial change in the scope or nature of its business or operations; provided , however , that Ex-Im Bank acknowledges that Guarantor intends to exit all of its commercial finance business, other than that portion of the business supporting the financing of customer purchases of products which Textron manufactures, through a combination of orderly liquidation and selected sales of assets.

          (d) Suspension and Debarment, etc. Knowingly enter into any transactions in connection with the Goods with any person who is debarred, suspended, declared ineligible or voluntarily excluded from participation in procurement or nonprocurement transactions with any

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United States federal government department or agency pursuant to any of the Debarment Regulations.

     11.08 Representations and Warranties of Borrower Parent . Borrower Parent represents and warrants to Ex-Im Bank as of the date hereof and as of each Disbursement Date that:

          (a) Existence and Authority . Borrower Parent is duly organized and validly existing under the laws of the State of Delaware, with full power, authority and legal right to own its property and carry on its business as now conducted, and has taken all actions necessary or advisable to authorize it to execute, deliver, perform and observe the terms and conditions of the Operative Documents to which it is a party.

          (b) Government Authorizations . All consents, licenses, authorizations and approvals of, and exemptions by, any Governmental Authority and any Other Governmental Authority that are necessary or advisable: (i) for the execution, delivery, performance and observance by Borrower Parent of the Operative Documents to which it is a party; and (ii) for the validity, binding effect and enforceability of the Operative Documents to which it is a party, have, in each case, been obtained and are in full force and effect.

          (c) Recordation . To ensure the legality, validity, enforceability, priority or admissibility in evidence in the United States of any of the Operative Documents to which it is a party, it is not necessary that any of the Operative Documents to which it is a party be registered, recorded, enrolled or otherwise filed with any court or other Governmental Authority, or be notarized, or that any documentary, stamp or other similar tax, imposition or charge of any kind be paid on or in respect of any such document.

          (d) Restrictions . The execution, delivery and performance or observance by Borrower Parent of the terms of, and consummation by Borrower Parent of the transactions contemplated by, each of the Operative Documents to which it is a party does not and will not conflict with or result in a breach or violation of: (i) the charter, by-laws or similar documents of Borrower Parent; (ii) any law of the United States or any other ordinance, decree, constitutional provision, regulation or other requirement of any Governmental Authority (including, without limitation, any restriction on interest that may be paid); or (iii) any order, writ, injunction, judgment or decree of any court or other tribunal. Further, the execution, delivery and performance or observance by Borrower Parent of the terms of, and consummation by Borrower Parent of the transactions contemplated by, each of the Operative Documents to which it is a party does not and will not conflict with or result in a breach of any agreement or instrument to which Borrower Parent is a party, or by which it or any of its revenues, properties or assets may be subject, or result in the creation or imposition of any Lien upon any of the revenues, properties or assets of Borrower Parent pursuant to any such agreement or instrument.

          (e) Binding Effect . Borrower Parent has duly executed and delivered this Agreement and the other Operative Documents to which it is a party on or before the date hereof, and Borrower Parent will also duly execute and deliver each of the other Operative Documents that may hereafter be executed. Each of the Operative Documents to which it is a party that has been executed and delivered constitutes, and each such Operative Document that may hereafter be executed and delivered will constitute, a direct, general and unconditional obligation of

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Borrower Parent that is legal, valid and binding upon Borrower Parent and enforceable against Borrower Parent in accordance with its respective terms, except as such enforceability may be limited by applicable insolvency, reorganization, liquidation, moratorium, readjustment of debt or other similar laws affecting the enforcement of creditors’ rights generally and by the application of general principles of equity regardless of whether such enforceability is considered in a proceeding at law or in equity. Borrower Parent’s payment obligations under the Operative Documents to which it is a party rank in all respects at least pari passu in priority of payment with all other unsecured and unsubordinated payment obligations of Borrower Parent.

          (f) Commercial Activity . The Operative Documents to which it is a party and the transactions contemplated thereby constitute commercial activities (rather than governmental or public activities) of Borrower Parent, and Borrower Parent is subject to private commercial law with respect thereto. Neither Borrower Parent nor any of its property, assets, or revenue enjoys any right of immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution, set-off, execution, or from any other legal process with respect to any of the obligations under this Agreement or any of the other Operative Documents to which it is a party. The waiver of immunity contained in Section 13.04 is valid and enforceable, and would be effective to waive such immunity should Borrower Parent become entitled to immunity in the future.

          (g) Legal Proceedings . No legal proceedings are pending or, to the best of Borrower Parent’s knowledge, threatened before any court or Governmental Authority or Other Governmental Authority which might: (i) materially and adversely affect Borrower Parent’s financial condition, business or operations; (ii) restrain or enjoin or have the effect of restraining or enjoining the performance or observance of the terms and conditions of any of the Operative Documents to which it is a party; or (iii) in any other manner question the validity, binding effect or enforceability of any of the Operative Documents to which it is a party.

          (h) No Taxes . There is no Tax imposed on or in connection with: (i) the execution, delivery or performance of any of the Operative Documents to which it is a party; (ii) the enforcement of any of the Operative Documents to which it is a party; or (iii) any payment to be made to Ex-Im Bank under any of the Operative Documents to which it is a party.

          (i) No Corrupt Practices . Neither Borrower Parent nor any of its officers, directors or authorized employees, agents or representatives has paid, offered or promised to pay, or authorized the payment, directly or indirectly, of, any commission, bribe, pay-off or kickback or similar payment related to the Credit or the transactions contemplated thereby that violates any applicable law or entered into any agreement or arrangement under which any such payment will at any time be made.

          (j) Suspension and Debarment, etc . Borrower Parent and each of its Principals (as such term is defined in the Debarment Regulations) individually, have not within the past 3 years been (a) debarred, suspended, declared ineligible from participating in, or voluntarily excluded from participation in, a Covered Transaction (as such term is defined in the Debarment Regulations), (b) formally proposed for debarment, with a final determination still pending, (c) indicted, convicted or had a civil judgment rendered against it for any of the

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offenses listed in the Debarment Regulations, or (d) delinquent on any substantial debts owed to Ex-Im Bank or any Other Governmental Authority of the United States as of the date hereof.

          (k) No Delinquency on Amounts Due to the United States . Borrower Parent is not delinquent on any amounts due and owing to any Other Governmental Authority of the United States as of the date of this Agreement.

          (l) No Event of Default . No Event of Default or Potential Default has occurred and is continuing.

     11.09 Affirmative Covenants of Borrower Parent . Borrower Parent covenants and agrees that until all amounts owing under this Agreement and the Note have been paid in full, unless Ex-Im Bank shall have consented in writing, Borrower Parent will:

          (a) Notice of Disputes . Promptly give written notice to Ex-Im Bank of any material dispute that may exist between Borrower Parent and (i) any Governmental Authority, (ii) any Other Governmental Authority, or (iii) any international financial institutions.

          (b) Government Authorizations . Promptly obtain and maintain all consents, licenses, authorizations and approvals of, and exemptions by, any Governmental Authority and any Other Governmental Authority that are necessary or advisable: (i) for the execution, delivery, performance and observance by Borrower Parent of the Operative Documents to which it is a party; and (ii) for the validity, binding effect and enforceability of the Operative Documents to which it is a party.

          (c) Notice of Suspension or Debarment . Provide prompt written notice to Ex-Im Bank if any time it learns that the representation set forth in Section 11.08(j) was erroneous when made or has become erroneous by reason of changed circumstances.

          (d) Notice of Defaults . Promptly, but in no event later than ten (10) days after the occurrence of an Event of Default or of any Potential Default, notify Ex-Im Bank by facsimile transmission or hand delivery of the particulars of such occurrence and the corrective action proposed to be taken by the Borrower with respect thereto.

          (e) Other Acts . From time to time, do and perform any and all acts and execute any and all documents as may be necessary or as reasonably requested by Ex-Im Bank in order to effect the purposes of this Agreement and to protect the interests of Ex-Im Bank in the Note.

     11.10 Negative Covenants of Borrower Parent . Borrower Parent covenants and agrees that until all amounts owing under this Agreement and the Note have been paid in full, it will not, without the prior written consent of Ex-Im Bank:

          (a) Interference . Take any action that would prevent or interfere with the observance and performance by Borrower of any covenant, agreement or obligation of Borrower set forth in any of the Borrower Documents.

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          (b) Change in Business . Make any substantial change in the scope or nature of its business or operations which would cause it to engage in business activities beyond aircraft finance-related matters and/or the holding of capital stock in respect of companies involved in aircraft finance-related matters.

          (c) Merger, Consolidation, Dissolution and Sale . Merge or consolidate with any other entity; dissolve or terminate its legal existence; sell, lease, transfer or otherwise dispose of any substantial part of its properties or any of its properties essential to the conduct of its business or operations, as now or hereafter conducted; or enter into any agreement to do any of the foregoing; provided, however, that Borrower Parent may, on at least twenty (20) days prior written notice to Ex-Im Bank and with Ex-Im Bank’s prior consent (which consent may be withheld in its reasonable discretion), merge or consolidate with another person provided that Ex-Im Bank receives such executed documents and agreements as Ex-Im Bank may reasonably require to confirm that Ex-Im Bank and the Security Trustee will retain, after giving effect to such merger or consolidation, all collateral and credit support as they enjoyed under the Operative Documents prior to such merger or consolidation, including, without limitation, a first priority perfected interest in all capital stock issued by Borrower or its successor by merger or consolidation and that the TFC Guarantee will, following such merger or consolidation, remain in full force and effect with respect to the obligations of Borrower and any successor to Borrower under the Operating Documents.

          (d) Suspension and Debarment, etc . Knowingly enter into any transactions in connection with the Goods with any person who is debarred, suspended, declared ineligible or voluntarily excluded from participation in procurement or nonprocurement transactions with any United States federal government department or agency pursuant to any of the Debarment Regulations.

     11.11 Representations and Warranties of the Security Trustee . The Security Trustee represents and warrants to each party hereto as of the date hereof and as of each Disbursement Date:

          (a) it, in its individual capacity, is a national banking association duly organized, validly existing and in good standing under the laws of the United States, and it has the full banking power, authority and legal right to enter into the Operative Documents to which it is or will become a party, to perform its obligations thereunder and to carry out the transactions contemplated thereby;

          (b) it has duly authorized, executed and delivered the Operative Documents to which it is or will become a party and each of such Operative Documents 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 to 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 it of the Operative Documents to which it is or will become a party have been duly authorized by all necessary action on its

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part, do not require any approval of its shareholders or consent of any trustee or holder of its indebtedness or other obligations and are not in violation of its Articles of Association, by-laws or similar instrument 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 or of any constitutional provision, law, ordinance, decree or regulation of the United States or the State of Utah, or any agency, department or instrumentality of either thereof governing its banking and trust powers in effect at the time of execution and delivery of such Operative Documents, and binding on it and will not result in a Lien upon any of the Collateral except as contemplated by the Operative Documents; and

          (d) neither the execution and delivery by it of any of the Operative Documents to which it is or will become a party nor the consummation by it of any of the transactions contemplated thereby 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 Government Body of the United States or State of Utah governing its banking and trust powers.

     11.12 Covenant of the Security Trustee . The Security Trustee covenants and agrees not to consent to or permit any amendment, alteration, waiver, novation or substitution of any of the Operative Documents, or consent to any alteration, waiver, novation or substitution with respect to any of the Collateral, or give any approval or consent or permission or make any determination or election provided for in any Operative Document, except as expressly permitted by the Operative Documents.

     11.13 Quiet Enjoyment . Notwithstanding anything to the contrary contained herein or in any other Operative Document, each of the Security Trustee and Ex-Im Bank severally agrees and covenants that, unless an Eligible Agreement Event of Default shall have occurred and be continuing under the applicable Eligible Agreement, it will not take, and will not permit any Person lawfully claiming through it to take, or instruct the Security Trustee to take, any action inconsistent with any Eligible End User’s rights under the related Eligible Agreement or otherwise in any way interfere with or interrupt the quiet and peaceful enjoyment of the use, operation and possession of the related Aircraft, the Airframe, any Engine or any Part by such Eligible End User under such Eligible Agreement or other lease, assignment or transfer then in effect and permitted by the terms of such Eligible Agreement and the other Operative Documents.

     11.14 DISCLAIMER . EXCEPT FOR THE FOREGOING REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT AND ANY OTHER REPRESENTATIONS EXPRESSLY MADE BY ANY PARTY HERETO HEREIN OR IN ANY OTHER OPERATIVE DOCUMENT, NO PARTY HERETO MAKES OR SHALL BE DEEMED TO HAVE MADE OR TO MAKE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, INCLUDING BUT NOT LIMITED TO (I) THE AIRWORTHINESS, VALUE, CONDITION, DESIGN, COMPLIANCE WITH SPECIFICATIONS, OPERATION OF, OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN, OR TITLE TO, OR ANY DEFECT IN, ANY AIRCRAFT, ANY AIRFRAME, ANY ENGINE, ANY PART, ANY DATA OR ANY OTHER THING DELIVERED, LEASED, SOLD OR TRANSFERRED UNDER THE OPERATIVE DOCUMENTS, (II) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE, AGAINST INFRINGEMENT

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OR THE LIKE, OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE , (III) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT WITH RESPECT TO ANY AIRCRAFT, ANY AIRFRAME, ANY ENGINE, ANY PART, ANY DATA OR ANY OTHER THING DELIVERED, LEASED, SOLD OR TRANSFERRED UNDER THE OPERATIVE DOCUMENTS, WHETHER OR NOT IN STRICT OR ABSOLUTE LIABILITY OR ARISING FROM THE NEGLIGENCE OF EX-IM BANK OR THE SECURITY TRUSTEE , ACTUAL OR IMPUTED OR (IV) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF, OR DAMAGE TO, ANY AIRCRAFT, ANY AIRFRAME, ANY ENGINE, ANY PART, ANY DATA OR ANY OTHER THING, FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. NEITHER EX-IM BANK NOR THE SECURITY TRUSTEE SHALL BE LIABLE OR OTHERWISE RESPONSIBLE IN ANY MANNER FOR ANY REPRESENTATION OR WARRANTY MADE BY BORROWER, BORROWER PARENT OR GUARANTOR.

      Section 12. Cancellation, Suspension and Events of Default .

     12.01 Cancellation by Borrower . Borrower may cancel at any time all or any part of the undisbursed and uncancelled amount of the Credit, provided that (a) thirty (30) days’ irrevocable prior written notice is given to Ex-Im Bank, and (b) no Event of Default or Potential Default shall have occurred and be continuing at the time of cancellation. In the event of a cancellation of all or part of the Credit by Borrower, Borrower, on or before the proposed date of cancellation, shall pay to Ex-Im Bank all ASU Commitment Fees accrued and unpaid in respect of such cancelled portion under Section 9.01(a) and all other amounts due and payable to Ex-Im Bank under this Agreement as of the proposed date of cancellation.

     12.02 Suspension and Cancellation by Ex-Im Bank .

          (a) If an Event of Default should occur and be continuing, Ex-Im Bank, by written notice to Borrower, may: (i) suspend further Utilizations of the Credit until Ex-Im Bank is satisfied that the cause of such suspension has been removed; or (ii) cancel the unutilized and uncancelled amount of the Credit. In the event of a cancellation of all or part of the Credit by Ex-Im Bank, Borrower shall pay to Ex-Im Bank all ASU Commitment Fees accrued and unpaid under Section 9.01(a) and all other amounts due and payable to Ex-Im Bank under this Agreement as of the date of cancellation.

          (b) If all of the conditions precedent to the first Utilization, as described in Section 7.01, are not fulfilled to the satisfaction of Ex-Im Bank (in its sole discretion) on or prior to the “Required Operative Date” specified on the Term Sheet hereof, then, after taking into account the circumstances of such failure, Ex-Im Bank may, by written notice to Borrower, cancel the Credit.

     12.03 Events of Default . (a) Each of the following events or conditions shall be an “Event of Default” under this Agreement:

          (i) any failure by Borrower or Guarantor to pay when due any amount owing under this Agreement or the Note and, to the extent such failure to pay is the result

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of technical or administrative difficulties outside the control of Borrower or Guarantor, as the case may be, such failure shall continue for two (2) Business Days;

          (ii) any failure by Borrower or Guarantor to comply with its obligations under Section 11.03(a) or 11.06(a), respectively;

          (iii) any representation or warranty made or deemed made by Borrower, Guarantor or Borrower Parent in this Agreement or in connection herewith, or any statement made in any certificate, report or financial statement furnished by Borrower, Guarantor or Borrower Parent to Ex-Im Bank or any statement made in the legal opinions of Borrower, Guarantor or Borrower Parent concerning facts relating to Borrower, Guarantor or Borrower Parent or the transactions contemplated hereby, shall prove to have been false or misleading in any material respect when made (or deemed made);

          (iv) any failure by Borrower, Guarantor, Borrower Parent, Textron or the Servicer to perform or, as applicable, comply with any of the covenants or provisions set forth in this Agreement (exclusive of any events specified as an Event of Default in any other subsection of this Section 12.03(a)) or in any other Operative Document to which it is a party, which failure, if capable of being cured, remains uncured for a period of thirty (30) days after written notice thereof has been given to Borrower and Guarantor, and, if applicable, Borrower Parent, Textron or the Servicer, as the case may be, by Ex-Im Bank or the Security Trustee;

          (v) any failure by Borrower to pay when due, including any applicable period of grace or cure provided to Borrower with respect thereto, any amounts payable under any other agreement or instrument providing for the payment by Borrower of borrowed money or for the deferred purchase price of property or services received, or any such amount has, prior to the stated maturity thereof, become due, or any event specified in any such agreement or instrument shall occur the effect of which event is to cause, or (with the giving of notice or lapse of time or both) to permit any Person to cause, such amounts to become due, or to be repaid in full, as applicable, prior to their stated maturity;

          (vi) any failure by Guarantor, Textron or the Servicer to pay at maturity, after giving effect to any period of grace or cure provided to Guarantor, Textron or the Servicer, as applicable, with respect thereto, the outstanding principal amount payable under any other agreement or instrument providing for the payment by Guarantor, Textron or the Servicer, as applicable, of indebtedness for borrowed money in an aggregate principal amount in excess of $100,000,000, or any other default has occurred in respect of any such indebtedness which has resulted in the holder thereof causing such indebtedness to become due and payable in full, prior to the stated maturity thereof;

          (vii) any of Borrower, Guarantor, Borrower Parent, Textron or the Servicer shall (A) be unable to pay its debts as they fall due or shall admit in writing its inability to pay its debts as they fall due or shall become insolvent; or any of Borrower,

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Guarantor, Borrower Parent, Textron or the Servicer shall apply for or consent to the appointment of any liquidator, receiver, trustee or administrator for all or a substantial part of its business, properties, assets or revenues; or a liquidator, receiver, trustee or administrator shall be appointed for any of Borrower, Guarantor, Borrower Parent, Textron or the Servicer and such appointment shall continue undismissed, undischarged or unstayed for a period of thirty (30) days; (B) any of Borrower, Guarantor, Borrower Parent, Textron or the Servicer shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, arrangement, readjustment of debt, dissolution, liquidation or similar executory or judicial proceeding; or a bankruptcy, arrangement, readjustment of debt, dissolution, liquidation or similar executory or judicial proceeding shall be instituted against any of Borrower, Guarantor, Borrower Parent, Textron or the Servicer and shall remain undismissed, undischarged or unstayed for a period of thirty (30) days; (C) take any action seeking to take advantage of any other law relating to bankruptcy, insolvency, liquidation, termination, dissolution, winding up, or composition or readjustment of debts; or (D) take any corporate or similar action for the purpose of effecting any of the foregoing;

          (viii) any Lien other than Permitted Liens shall have been created upon the property of Borrower in an amount that, in the judgment of Ex-Im Bank, if Borrower was required to pay such amount, would affect materially and adversely the ability of Borrower to pay its indebtedness under this Agreement, the Note, or other Borrower Document, and such Lien has not been removed or discharged for a period of thirty (30) days from the date of its creation;

          (ix) any judgment or series of judgments against Borrower or Guarantor shall have been entered on a claim not covered by insurance in an aggregate amount in excess of $100,000,000, and such judgment(s) has remained unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of thirty (30) days from the date of its entry;

          (x) any Governmental Authority or Other Governmental Authority shall have: (A) condemned, seized or expropriated all or substantially all of the property of Borrower, Guarantor, Borrower Parent, Textron or the Servicer; or (B) taken any action that, in the judgment of Ex-Im Bank, would affect materially and adversely the ability of Borrower or Guarantor to pay its indebtedness under this Agreement, the Note, or any other Borrower Document or Guarantor Document;

          (xi) any authorization, approval, consent, license, exemption, filing, registration, notarization or other requirement of any governmental, judicial or public body or authority necessary to enable each of Borrower, Guarantor, Borrower Parent, Textron or the Servicer to comply with its obligations hereunder or under the Note or any other Operative Document to which it is a party shall have been revoked, rescinded, suspended, held invalid or otherwise limited in effect in a manner that would affect materially and adversely such Person’s ability to perform its obligations hereunder or under the Note or under any other Operative Document to which it is a party; or any law, rule or regulation, decree or directive of any competent authority shall be enacted or issued that shall impair materially and adversely such Person’s ability or the right of

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Borrower, Guarantor, Borrower Parent, Textron or the Servicer to perform such obligations; or it shall become unlawful for Borrower, Guarantor, Borrower Parent, Textron or the Servicer to perform any such obligations;

          (xii) a Contravention Event shall have occurred with respect to any Supply Contract and Borrower shall not have prepaid the applicable Allocable Portion of the Credit in accordance with Section 6.04 hereof;

          (xiii) Borrower Parent shall cease to hold good legal title to all of shares, capital stock or other equity interests, as the case may be, of Borrower;

          (xiv) any change in the ownership or control of Borrower Parent, or any event occurs that results in Borrower Parent ceasing to be wholly-owned by Textron Inc., whether directly or indirectly;

          (xv) any change in the ownership or control of Guarantor, or any event occurs that results in Guarantor ceasing to be wholly-owned by Textron Inc.;

          (xvi) Borrower repudiates this Agreement or any other Borrower Document or does or causes to be done any act or thing evidencing an intention to repudiate this Agreement or any other Borrower Document;

          (xvii) Guarantor, Borrower Parent, Textron or the Servicer repudiates this Agreement or any other Operative Document to which it is a party or does or causes to be done any act or thing evidencing an intention to repudiate this Agreement or any other Operative Document to which it is a party;

          (xviii) any Operative Document or any material provision thereof ceases to be in full force and effect, is revoked or terminated, becomes unlawful or is declared null and void, or becomes unenforceable or the enforceability thereof is contested or disaffirmed by or on behalf of any party thereto other than Ex-Im Bank;

          (xix) any of the Security Documents ceases or shall cease to constitute a duly perfected and enforceable security interest in the United States over the property referred to therein (to the extent that such security interest is governed by the laws of the United States) free and clear of all Liens (other than Permitted Liens);

          (xx) an “event of default” or “acceleration event” or “termination event” (as defined therein) shall have occurred and be continuing beyond any applicable cure or grace period under any Other Operative Document or any other agreement (A) to which Guarantor or any Affiliate thereof and Ex-Im Bank are both parties or (B) in which any Indebtedness or other obligation of Guarantor or any Affiliate thereof is guaranteed, directly or indirectly, by Ex-Im Bank;

          (xxi) the Support Agreement (including the Support Agreement Supplement) shall cease to be in full force and effect for any reason or Textron shall seek to deny its obligations thereunder; or

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          (xxii) any failure by Borrower or Guarantor to comply with its obligations under Sections 11.03(k) of this Agreement within the time period specified therein.

          (b) Remedies . Upon the occurrence of any Event of Default, and at any time thereafter, if such event is continuing, Ex-Im Bank, by written notice to Borrower and Guarantor, may declare immediately due and payable (i) all or any portion of the principal amount of the Credit and the Note then outstanding, including accrued interest thereon to the date of payment, and (ii) all other amounts owing under this Agreement. Except as expressly provided above in this Section 12.03(b), presentment, demand, protest and all other notices of any kind are hereby expressly waived. The aforementioned right to accelerate is in addition to and not a substitute for any other rights and remedies available to Ex-Im Bank under this Agreement and the Note and under Applicable Laws.

      Section 13. Governing Law and Jurisdiction .

     13.01 Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, U.S.A., INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

     13.02 Submission to Jurisdiction . Borrower, Guarantor and Borrower Parent each hereby irrevocably agrees that any legal suit, action or proceeding arising out of or relating to any of the Operative Documents or any of the transactions contemplated thereby, may be instituted by Ex-Im Bank or any other party to any Operative Document in the Courts of the State of New York or the Federal Courts sitting in the Borough of Manhattan, City of New York, State of New York. Borrower, Guarantor and Borrower Parent each, in respect of itself and its properties and revenues, hereby irrevocably waives, to the fullest extent permitted by law, any objection which Borrower, Guarantor and Borrower Parent, as the case may be, may have now or hereafter to the laying of the venue or any objection based on forum non conveniens or based on the grounds of jurisdiction with respect to any such legal suit, action or proceeding, and Borrower, Guarantor and Borrower Parent each irrevocably submits generally and unconditionally to the jurisdiction of any such court in any such suit, action or proceeding. Borrower, Guarantor and Borrower Parent each agrees that a judgment in any such action or proceeding shall be conclusive and binding upon Borrower, Guarantor and Borrower Parent, as the case may be, and may be enforced in any other jurisdiction, by suit upon such judgment, a certified copy of which shall be conclusive evidence of the judgment.

     13.03 Service of Process .

          (a) In the case of the Courts of the State of New York or of the Federal Courts sitting in the State of New York, each of Borrower, Guarantor and Borrower Parent hereby designates, appoints and empowers CT Corporation, with an address on the date hereof at CT Corporation Systems, 111 Eighth Avenue, New York, New York 10911, as its respective authorized agent to accept, receive and acknowledge, for and on behalf of Borrower, Guarantor and Borrower Parent, respectively, its properties and revenues, service of any and all process which may be served in any action, suit or proceeding of the nature referred to above in the State

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of New York, which appointment shall be irrevocable until the appointment and acceptance of a successor authorized agent pursuant to the provisions of Section 13.03(d).

          (b) Borrower, Guarantor and Borrower Parent each further agrees that such service of process may be made personally or by mailing or delivering a copy of the summons and complaint or other legal process in any such legal suit, action or proceeding to Borrower, Guarantor or Borrower Parent, as the case may be, in care of its respective agent designated above at the aforesaid address, and each such agent is hereby authorized to accept, receive and acknowledge the same for and on behalf of Borrower, Guarantor or Borrower Parent, as the case may be, and to admit service with respect thereto. Service upon each such agent shall be deemed to be personal service on Borrower, Guarantor or Borrower Parent, as the case may be, and shall be legal and binding upon Borrower, Guarantor and Borrower Parent, as the case may be, for all purposes notwithstanding any failure to mail copies of such legal process to Borrower, Guarantor or Borrower Parent, as the case may be, or any failure on the part of Borrower, Guarantor or Borrower Parent, as the case may be, to receive the same, and shall be deemed completed upon the delivery thereof to such agent whether or not such agent shall give notice thereof to Borrower, Guarantor or Borrower Parent, as the case may be, or upon the earliest other date permitted by applicable law (including, without limitation, the United States Foreign Sovereign Immunities Act of 1976, as amended).

          (c) To the extent permitted by Applicable Law, Borrower, Guarantor and Borrower Parent each further irrevocably agrees to the service of process of any of the aforementioned courts in any suit, action or proceeding by the mailing of copies thereof by certified mail, postage prepaid, return receipt requested, to Borrower or Guarantor, as the case may be, at the address referenced in Section 14.02, such service to be effective upon the date indicated on the postal receipt returned from Borrower, Guarantor or Borrower Parent, as the case may be.

          (d) Borrower, Guarantor and Borrower Parent each agrees that it will at all times continuously maintain an agent to receive service of process in the State of New York on behalf of itself and its properties and revenues, and, in the event that for any reason its agent designated above shall not serve as agent for Borrower, Guarantor or Borrower Parent as the case may be, to receive service of process in the State of New York on its behalf, Borrower, Guarantor or Borrower Parent, as the case may be, shall promptly appoint a successor satisfactory to Ex-Im Bank so to serve, advise Ex-Im Bank thereof, and deliver to Ex-Im Bank evidence in writing of the successor agent’s acceptance of such appointment. The foregoing provisions constitute, among other things, a special arrangement for service between the parties to this Agreement for the purposes of 28 U.S.C. §1608.

     13.04 Waiver of Immunity . Borrower, Guarantor and Borrower Parent each hereby irrevocably agrees that, to the extent that Borrower, Guarantor or Borrower Parent, as the case may be, or any of its assets has or may hereafter acquire any right of immunity, whether characterized as sovereign immunity or otherwise, from any legal proceedings, whether in the United States or elsewhere, to enforce or collect upon the Credit or the Note or any other liability or obligation of Borrower, Guarantor or Borrower Parent related to or arising from the transactions contemplated by any of the Borrower Documents or the Guarantor Documents, including, without limitation, immunity from service of process, immunity from jurisdiction or

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judgment of any court or tribunal, immunity from execution of a judgment, and immunity of any of its property from attachment prior to any entry of judgment, or from attachment in aid of execution upon a judgment, Borrower, Guarantor or Borrower Parent each hereby expressly and irrevocably waives any such immunity and agrees not to assert any such right or claim in any such proceeding, whether in the United States or elsewhere.

     13.05 Waiver of Security Requirements . To the extent Borrower, Guarantor and Borrower Parent may, in any action or proceeding arising out of or relating to any of the Borrower Documents or the Guarantor Documents brought in the United States or elsewhere, be entitled under applicable law to require or claim that Ex-Im Bank post security for costs or take similar action, Borrower, Guarantor and Borrower Parent each hereby irrevocably waives and agrees not to claim the benefit of such entitlement.

     13.06 No Limitation . Nothing in this Section 13 shall affect the right of Ex-Im Bank to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Borrower or Guarantor in United States or in any other jurisdiction.

      Section 14. Miscellaneous .

     14.01 Computations . Each determination of an interest rate or fee by Ex-Im Bank pursuant to any provision of this Agreement or the Note, in the absence of manifest error, shall be conclusive and binding on Borrower and Guarantor. All computations of interest and fees hereunder and under the Note shall be made on the basis of a year of three hundred sixty-five (365) days and actual days elapsed.

     14.02 Notices . Except as otherwise specified, all notices given hereunder shall be in writing in the English language, shall include the applicable Transaction Number and shall be given by mail, courier, facsimile, or personal delivery and shall be deemed to be given for the purposes of this Agreement on the day that such notice is received by the intended recipient thereof, except for notices given by Ex-Im Bank pursuant to Section 12, which shall be deemed given on the day such notice is deposited in the mail or sent by facsimile or personal delivery, or on the Business Day following the Business Day on which the notice was delivered to such courier. Unless otherwise specified in a notice delivered in accordance with this Section 14.02, all notices shall be delivered to the parties hereto at their respective addresses indicated on the Term Sheet.

     14.03 Disposition of Indebtedness . Ex-Im Bank may sell, assign, transfer, pledge, negotiate, grant participations in or otherwise dispose of all or any part of its interest in all or any part of Borrower’s indebtedness under this Agreement and the Note to any party (collectively, a “ Disposition of Indebtedness ”), and any such party shall enjoy all the rights and privileges of Ex-Im Bank under this Agreement and the Note that is the subject of such Disposition of Indebtedness. Borrower, Guarantor and Borrower Parent shall, at the request of Ex-Im Bank, execute and deliver to Ex-Im Bank, or to any party that Ex-Im Bank may designate, any such further instruments as may be necessary or desirable to give full force and effect to a Disposition of Indebtedness by Ex-Im Bank. Notwithstanding anything to the contrary contained herein, none of Borrower, Guarantor or Borrower P