AMENDED AND RESTATED FIRST PRIORITY AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

Exhibit 10.18

AMENDED AND RESTATED FIRST PRIORITY

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

dated as of

May 30, 2008

made by

57 AVIATION SERVICES, LLC, as Grantor

in favor of

CITICORP USA, INC., as Mortgagee

Relating to one (1) Gulfstream Aerospace Model G-IV-SP Aircraft

Manufacturer’s Serial Number 1460

U.S. Registration N326JD

Two (2) Rolls Royce Tay 611-8 Engines

Manufacturer’s Serial Numbers 18051 and 18052, respectively

TABLE OF CONTENTS

SCHEDULES

AMENDED AND RESTATED FIRST PRIORITY AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of May 30, 2008, made by 57 AVIATION SERVICES, LLC, a Delaware limited liability company, whose principal place of business is 9 West 57th Street, 39th Floor, New York, New York 10019 (together with its successors and assigns hereinafter the “Grantor”), in favor of CITICORP USA, INC., a Delaware Corporation, (together with any successors and/or assigns the “Mortgagee”) having an office at 666 Fifth Avenue, New York, NY 10103, the United States of America.

W I T N E S S E T H:

WHEREAS, the Grantor holds legal title to the Aircraft (as hereinafter defined);

WHEREAS, the Mortgagee has previously made a loan to the Grantor in an aggregate principal amount of US $20,204,307.00 (the “Prior Loan”) pursuant to the Promissory Note dated May 12, 2003, made by the Grantor for the benefit of the Mortgagee (the “Prior Note”) and, in consideration for the Prior Loan, the Grantor granted to the Mortgagee a mortgage on the Aircraft pursuant to the terms of the First Priority Aircraft Mortgage and Security Agreement, dated as of May 12, 2003, which was recorded by the FAA on May 14, 2003 and assigned Conveyance No. V002614, as amended by Amendment to First Priority Aircraft Mortgage and Security Agreement dated as of October 1, 2004 between Grantor and Mortgagee, which was recorded by the FAA on November 16, 2004 and assigned Conveyance No. V005452 (the “Existing Mortgage”);

WHEREAS, simultaneously with the execution of this Mortgage, the Mortgagee has agreed to make a new loan to the Grantor in an aggregate principal amount of US $16,763,718.53 (the “Loan”) pursuant to the Promissory Note dated the date hereof and made by the Grantor for the benefit of the Mortgagee (the “Note”), a portion of the proceeds from such Note will be used to repay in full the Prior Loan;

WHEREAS, it is a condition to the making of the Loan that the Grantor shall have executed and delivered this Mortgage to the Mortgagee.

NOW, THEREFORE, in consideration of the premises and in order to induce the Mortgagee to make the Loan and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Grantor hereby agrees with the Mortgagee for its benefit as follows:

ARTICLE I

CERTAIN DEFINITIONS

SECTION 1.1 Definitions . Unless otherwise defined herein, capitalized terms used herein and defined in the Note shall have the respective meanings ascribed to them therein, other capitalized terms defined in the preamble and recitals to this First Priority Aircraft Mortgage and Security Agreement shall have the respective meanings ascribed to them therein and the following terms shall have the following defined meanings (and shall be applicable to both the singular and the plural forms of such terms):

SECTION 1.2

“ Aircraft ” means the Airframe, together with the two (2) Engines initially installed thereon (or any Engine substituted for one of said Engines pursuant to Section 3.6 hereof), whether or not any of said initial or substitute Engines may from time to time be installed on such Airframe.

“ Airframe ” means the Gulfstream Aerospace Model G-IV-SP (described on the IR pre-populated drop down lists as GULFSTREAM model Gulfstream G-IV (GIV-SP)) aircraft (except for the Engines or engines from time to time installed thereon) bearing FAA Registration Number N326JD and manufacturer’s Serial No. 1460 together with any and all Parts which are either incorporated or installed in or attached to such Airframe or required to be subject to the lien and security interest of this Mortgage in respect of such Airframe as provided in Section 3.4(h) or (j) hereof.

“ Applicable Foreign Aviation Law ” means, with respect to the Aircraft, any applicable law (other than the FAA Act) of any country or subdivision thereof, governing the registration, ownership, operation, or leasing of all or any part of such Aircraft, or the creation, recordation, maintenance, perfection or priority or Liens on all or any part of such Aircraft.

“ Applicable Foreign Jurisdiction ” means, with respect to the Aircraft, any jurisdiction that administers an Applicable Foreign Aviation Law.

“ Business Day ” means any day which is not a Saturday, Sunday or a day on which banks in the State of New York are authorized or obligated by law, executive order or governmental decree to be closed.

“ Collateral ” has the meaning given in Article II hereof.

“ Convention ” has the meaning given to such term in the definition of the term “CTC”.

“ CTC ” means the Convention on International Interests in Mobile Equipment (the “Convention”) and the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (“Protocol”), each signed in Cape Town, South Africa on November 16, 2001, together with the Regulations for the International Registry, the International Registry Procedures, and all other rules, amendments, supplements and revisions thereto, including, without limitation, the declarations of the United States of America with respect to the Convention and the Protocol, all as in effect on the date of this Mortgage in the United States, as a contracting state to the Convention and the Protocol.

“ Default ” means any event specified in Section 4.1 hereof, whether or not any requirement for the giving of notice, the lapse of time, or both or for the happening of any other condition, event or act has been satisfied.

“ Engine ” means each of the two (2) Rolls Royce Tay 611-8 (described on the IR drop down menu as ROLLS ROYCE model TAY611) jet aircraft engines bearing manufacturer’s serial numbers 18051 and 18052 (each of which Engines is of 550 or more rated takeoff horsepower or the equivalent thereof) together with any and all Parts which are either

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incorporated or installed in or attached to such Engine or required to be subject to the Lien and security interest of this Mortgage in respect of such Engine as provided in Section 3.4(h) or (j) hereof.

“ Event of Default ” means any of the events specified in Section 4.1 hereof, provided that any requirement for the giving of notice, the lapse of time or both or for the happening of any other condition, event or act has been satisfied.

“ Event of Loss ” has the meaning given in Section 3.6 hereof.

“ FAA ” means the United States Federal Aviation Administration.

“ FAA Act ” means 49 U.S.C. Subtitle VII, §§ 40101 et seq., as amended from time to time, any regulations promulgated thereunder and any successor provision.

“ FAA Counsel ” means legal counsel located in Oklahoma City, Oklahoma, competent to (i) examine records maintained by the FAA in connection with the FAA Act and by the IR in connection with the CTC, (ii) provide counsel regarding registration of aircraft with the FAA and title to airframes and engines, (iii) file documents for recording with the FAA under the FAA Act, (iv) register, or assist the parties in causing the registration of, international interests and sale of interests on the IR under the CTC, and (v) issue legal opinions widely accepted in the United States with regard to all issues related to (i) (ii), (iii) and (iv) above.

“ FAA Registry ” means the office of the FAA in Oklahoma City, Oklahoma, maintained as the office for the recordation of Liens on aircraft and engines pursuant to the FAA Act.

“ GAAP ” means generally accepted accounting principals and practices as in effect in the United States from time to time, consistently applied, giving consideration to a Person’s cash method of accounting.

“ Governmental Authority ” shall mean any Federal, state, municipal, national or other governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“ Guarantor(s) ” means, at any date, the Persons who have executed a Guaranty of Payment in connection with the Loan.

“ IDERA ” means an Irrevocable De-Registration and Export Request Authorization in the form of Schedule “IV” hereto.

“ IR ” means the International Registry created pursuant to, and according to the provisions of, the CTC.

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“ Lien ” means any interest in property securing any obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute or contract, and including but not limited to the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes.

“ Loan Documents ” means this Mortgage, the Note, the Guaranty of Payment executed by the Guarantors, the other Security Instruments, and all other instruments and documents heretofore or hereafter executed by the Grantor, any of the Guarantors or any other Person or delivered to or in favor of Mortgagee in connection with the Loan made and transactions contemplated under the Note, as the same may be amended, supplemented or replaced from the time to time.

“ Material Adverse Effect ” means a material adverse effect on (i) the business, properties, operations or condition, financial or otherwise, of the Grantor or any Guarantor, (ii) the ability of the Grantor or any Guarantor to pay or perform their obligations, liabilities and indebtedness under the Loan Documents, as applicable, as such payment or performance becomes due in accordance with the terms thereof, or (iii) the rights, powers and remedies of the Mortgagee under any Loan Document or the validity, legality or enforceability thereof the result of which would be to limit or hinder the Mortgagee’s ability to exercise its remedies hereunder or under the Note.

“ Mortgage ” means this Amended and Restated First Priority Aircraft Mortgage and Security Agreement, as the same may be amended, modified or supplemented from time to time.

“ Obligations ” means the unpaid principal of and interest on the Note (including, without limitation, interest accruing after the maturity of the Loan and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Grantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other obligations and liabilities of the Grantor to the Mortgagee, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Note, this Mortgage or any other Loan Document, or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, (i) all fees, charges and disbursements of counsel to the Mortgagee that are required to be paid by the Grantor pursuant thereto, (ii) all costs and expenses associated with the enforcement of, or preservation of rights under, the Mortgage and the other Security Instruments, and (iii) fees, expenses and disbursements incurred in connection with UCC searches and searches of, and filings with, the FAA and IR) or otherwise.

“ Parts ” means, at any time, all parts, components, equipment, instruments, appliances, avionics, radio and radar devices, quick engine change equipment, cargo handling systems and loose equipment that are at such time incorporated or installed in or attached to the Airframe or any Engine or with respect to which the Lien of this Mortgage extends pursuant to Section 3.4(h).

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“ Permitted Liens ” means those liens described on Schedule II, attached hereto and made a part hereof.

“ Person ” means an individual, a corporation, a limited partnership, a general partnership, a limited liability company, an association, a trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“ Proceeds ” means whatever is receivable or received when the Airframe or any Engine or Part or other Collateral is sold, exchanged, collected or otherwise disposed of, including, without limitation, all amounts payable or paid under insurance, requisition or other payments as the result of any loss (including an Event of Loss) or damage to such Airframe or Engine or Part and shall also include all “Proceeds” as defined in the Uniform Commercial Code of the State of New York.

“ Protocol ” has the meaning given to such term in the definition of the term “CTC”.

“ PUE ” means a “Professional User Entity”, as defined in, and contemplated by, the CTC.

“ Security Instruments ” means, collectively, this Mortgage and all other agreements, instruments and other documents, whether now existing or hereafter in effect, pursuant to which the Grantor or any other Person shall grant or convey to the Mortgagee a Lien in property as security for all or any portion of the Obligations, as any of them may be amended, modified or supplemented from time to time.

“ Subsidiary ” means any affiliate or any corporation or other entity in which more than 50% of its outstanding voting stock or more than 50% of all equity interests is owned directly or indirectly by any Guarantor or the Grantor.

“ TUE ” means a “Transaction User Entity” as defined in, and contemplated by, the CTC.

ARTICLE II

GRANTING CLAUSE

The Grantor hereby assigns, mortgages, transfers and confirms unto the Mortgagee, and hereby grants to the Mortgagee, a first priority security interest in, all right, title and interest of the Grantor, in and to the following property, whether now owned or hereafter acquired (herein collectively called the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all the Obligations:

(a) the Aircraft (including the Airframe and the Engines), and all replacements thereof and substitutions therefor in which the Grantor shall from time to time acquire an interest as provided herein, and all records, logs and other documents at any time maintained with respect to the foregoing property;

(b) all Parts;

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(c) all right, title and interest (but none of the obligations) of the Grantor in, to and under any of the following related to the Airframe, any Engine or any Parts: (i) all warranties, service contracts and product agreements of any manufacturer or of any maintenance or overhaul agency of the Airframe or the Engines, or any subcontractor or supplier or vendor thereof, to the extent assignable or enforceable, and any and all rights of the Grantor, to compel performance of the terms of such warranties, service contracts or product agreements respecting the Airframe or any of the Engines and (ii) all documents with respect to the Airframe or any Engine, whether maintained in original form, electronic form or on microfiche, including but not limited to: manufacturer’s maintenance and inspection manuals, parts catalog, engine and airframe logs, pilot check lists, and operator’s manuals for installed equipment, all of which shall be current and complete from the date of manufacture, all wiring diagrams and supporting technical publications, and all other documentation and technical information relating to the Airframe or the Engines;

(d) all rents, issues, profits, revenues and other income of the property subjected or required to be subjected to the Lien of this Mortgage;

(e) all insurance policies required to be maintained hereunder, otherwise maintained with respect to the Aircraft and all insurance and requisition proceeds with respect to the Aircraft or any part thereof including but not limited to the insurance required under this Mortgage;

(f) all moneys and securities now or hereafter paid or deposited or required to be paid or deposited to or with the Mortgagee by or for the account of the Grantor pursuant to any term of any Loan Document and held or required to be held by the Mortgagee hereunder or under any Loan Document; and

(g) all Proceeds of all or any of the foregoing.

ARTICLE III

COVENANTS, REPRESENTATIONS AND WARRANTIES

SECTION 3.1 Maintenance of Security Interest . The Grantor will perform, or will cause to be performed or permit Mortgagee to perform, to the extent reasonably acceptable to Mortgagee, unless expressly waived in writing by the Mortgagee, each and all of the following at the sole cost and expense of Grantor:

(a) Record, register and file this Mortgage, as well as such notices, financing statements, and/or other documents or instruments as may, from time to time, be reasonably requested by the Mortgagee to fully carry out the intent of this Mortgage, with:

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(b) Furnish to the Mortgagee at closing an opinion or opinions from a counsel acceptable to the Mortgagee as to the Grantor’s fulfillment of the requirements of this Mortgage relating to the propriety of registration of the Aircraft with FAA and the IR, the perfection of the security interests and international interest in the Aircraft, the Engines and the absence of Liens and encumbrances against the Aircraft and Engines, other than Permitted Liens, and such other items as Mortgagee may reasonably require;

(c) Furnish to the Mortgagee copies of all documents or other evidence of every such recording, registering and filing;

(d) Execute and deliver or perform, or cause to be executed and delivered or performed, such further and other instruments and/or acts as the Mortgagee reasonably determines are necessary or advisable to fully carry out the intent and purpose of this Mortgage or to subject the Collateral to any security interest and Lien created hereunder, including, without limitation, defending the right, title and interest of the Grantor and the Mortgagee in and to the Collateral by means of negotiation and, if necessary, appropriate legal proceedings, against each and every party claiming an interest therein (other than Permitted Liens) contrary or adverse to the Grantor’s or the Mortgagee’s right, title and interest, as the case may be, in and to same; and

(e) Do and cause to be done all things necessary to perfect and keep in full force the security interest granted in favor of the Mortgagee, including, but not limited to, one or more applications for certificate of title and any other papers, documents or instruments requested by the Mortgagee in connection with this Mortgage, the prompt payment of all fees and expenses incurred in connection with any filings to be made to perfect or continue a security interest in the Collateral in favor of the Mortgagee and the making of appropriate entries on its financial statements and books and records disclosing the security interest granted hereunder to the Mortgagee. The Grantor hereby consents to the filing of all financing statements and extensions of such filings without any party’s signature.

SECTION 3.2 Handling of Payments . In the event an Event of Default shall occur and be continuing and the Grantor (or any of its affiliates, subsidiaries, stockholders, directors, officers, employees or agents) shall receive any proceeds of Collateral, including without limitation monies, checks, notes, drafts or any other items of payment, the Grantor shall hold all such items of payment in trust for the Mortgagee and as the property of the Mortgagee, separate from the funds of the Grantor and no later than the first Business Day following the receipt thereof, at the election of the Mortgagee, the Grantor shall cause the same to be forwarded to the Mortgagee for its custody and possession as additional Collateral.

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SECTION 3.3 General Collateral Warranties, Representations and Covenants . The Grantor warrants, represents and covenants with the Mortgagee as follows:

(a) Inspection . The Mortgagee (by any of its officers, employees and agents), shall have the right upon five (5) days prior written notice to an officer of the Grantor and at any reasonable times during the Grantor’s usual business hours, subject to Grantor’s reasonable and customary security requirements (i) to inspect the Collateral, all records related thereto (and to make extracts or copies from such records), and the premises upon which any of the Collateral is located and (ii) subject to the terms of any confidentiality agreement entered into by and between Grantor and Mortgagee, to discuss the Grantor’s affairs and finances with any Person and to verify with any Person other than account debtors the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral. Alternatively, Grantor shall within five (5) days of request from Mortgagee, which request shall be limited to once per twelve (12) month period so long as no Event of Default has occurred and is then continuing, provide Mortgagee with copies of any and all documents related to aircraft usage, condition and maintenance as may be reasonably requested by mortgagee. Upon or after the occurrence and during the continuation of an Event of Default, the Mortgagee may at any time and from time to time employ and maintain on the Grantor’s premises a custodian selected by the Mortgagee who shall have full authority to do all acts necessary to protect the Mortgagee’s interest. All expenses incurred by the Mortgagee by reason of the employment of such custodian shall be paid by the Grantor, added to the Obligations and secured by the Collateral.

(b) Transfers and Other Liens . The Grantor shall not (i) sell, lease, assign (by operation of law or otherwise) or otherwise dispose of any of, or grant any option with respect to, the Collateral, except for dispositions permitted under this Mortgage; (ii) create or suffer to exist any Lien, security interest or other charge or encumbrance upon or with respect to any of the Collateral except for the security interests created by this Mortgage or other Permitted Liens; or (iii) take any other action in connection with any of the Collateral that would result in a Default, materially impair the value of the interest or rights of the Grantor in the Collateral taken as a whole or that would materially impair the interest or rights of the Mortgagee.

(c) Location of Collateral . The books and records relating to the Collateral and the Collateral (other than the Airframe and the Engines, as to which the Grantor will issue to the Mortgagee, upon request, written reports indicating the location of such Airframe and Engines) are located at the addresses set forth on Schedule I hereto, and the Grantor will not change any of the same without prior written notice to and consent of the Mortgagee, which consent will not be unreasonably withheld or delayed.

(d) Use of Collateral . Subject to Section 3.6(f), the Collateral is and will be used solely in the Grantor’s (including its partners, stockholder’s or director’s) business and will not be subject to any leases to third parties.

(e) Owner of Collateral . The Grantor is and, except as expressly permitted by this Mortgage, will continue to be the owner of the Collateral hereunder whether now owned or hereafter acquired, free and clear of all Liens, claims, encumbrances and security interests other than the security interests in favor of the Mortgagee hereunder and Permitted Liens, and that the Grantor will defend such Collateral and any products and proceeds thereof

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against all material claims and demands of all Persons (other than holders of Permitted Liens) at any time claiming the same or any interest therein adverse to the Mortgagee. The inclusion of proceeds of the Collateral under the security interest granted herein shall not be deemed consent by the Mortgagee, to any sale, lease or other disposition of any part or all of the Collateral except as expressly permitted herein.

(f) Authority . The Grantor is duly authorized to enter into this Mortgage and to perform its terms.

(g) Payment of Taxes . Grantor has made and will continue to make payment or deposit or otherwise provide for the payment, when due, of all taxes, assessments or contributions required by law which have been or may be levied or assessed against the undersigned, as applicable, whether with respect to any of the Collateral or any wages or salaries paid by the Grantor, or in respect of the Grantor’s income, or otherwise, and will deliver to the Mortgagee, on demand, certificates or other evidence satisfactory to the Mortgagee attesting thereto. Notwithstanding the foregoing, the Grantor shall have the right to contest any tax, assessment, or contribution required by law so long as (i) such contest is diligently conducted in good faith by appropriate proceedings, (ii) no Lien (other than a Permitted Lien) results on the Airframe, any Engine or other Collateral, (iii) there is no reasonable likelihood of the sale, appropriation, or foreclosure on the Airframe, any Engine or other Collateral, and (iv) adequate reserves or other appropriate provisions are being maintained in accordance with GAAP.

(h) Compliance with Laws . The Grantor will use or cause to be used the Collateral for lawful purposes only, with all reasonable care and caution and in conformity with all applicable laws, ordinances and regulations. Notwithstanding the foregoing, the Grantor shall have the right to contest the compliance with any applicable law, ordinance or regulation so long as (i) such contest is diligently conducted in good faith by appropriate proceedings, (ii) no Lien (other than a Permitted Lien) results on the Airframe, any Engine or other Collateral, (iii) there is no reasonable likelihood of the sale, appropriation, or foreclosure on the Airframe, any Engine or other Collateral, and (iv) adequate reserves or other appropriate provisions are being maintained in accordance with GAAP.

(i) Personal Property . The Collateral is now and shall remain personal property.

(j) Mortgagee May Act . The Mortgagee may, in its reasonable discretion, for the account and expense of the Grantor pay any amount or do any act required of the Grantor hereunder or reasonably requested by the Mortgagee to preserve, protect, maintain or enforce the Obligations, the Collateral or the first priority Lien granted herein (subject only to Permitted Liens), and which the Grantor fails to do or pay within any applicable grace period provided for in the Loan Documents (it being understood that no grace period exists for the maintenance of insurance required by Section 3.5), and any such payment shall be deemed an advance by the Mortgagee to the Grantor and shall be payable on demand together with interest at the rate applicable to overdue amounts as specified in the Note, and shall constitute part of the Obligations.

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(k) Grantor Responsible for Collateral . The Grantor assumes all responsibility and liability arising from the use of the Collateral unless the claim giving rise to such responsibility or liability arises out of the gross negligence or willful misconduct of the Mortgagee, provided that this provision is given solely for the benefit of the Mortgagee and the Grantor does not waive any right it may have against third parties.

(l) Instrument or Chattel Paper . If any amount payable under, in, or in connection with any of the Collateral shall be or become evidenced by any instrument or chattel paper, such instrument or chattel paper shall be immediately delivered to the Mortgagee and duly endorsed in a manner satisfactory to the Mortgagee to be held as Collateral pursuant to this Mortgage.

(m) Notice of Liens and Other Events . The Grantor will advise the Mortgagee promptly, in reasonable detail, if it has knowledge (i) of any Lien (other than Permitted Liens) on, or claim asserted against, any of the Collateral and (ii) of the occurrence of any other event which could reasonably be expected to have a Material Adverse Effect on the Collateral, on the Liens created hereunder, or on the Grantor or on any of the Guarantors.

(n) No Consents . No authorization, consent, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other Person is required either (i) for the grant by the Grantor of the security interests granted hereby or for the execution, delivery or performance of this Mortgage by the Grantor or (ii) for the perfection of or the exercise by the Mortgagee, of its rights and remedies hereunder, except for the filings required by the Uniform Commercial Code of the States in which the Grantor has been organized as set forth on Schedule I attached hereto and the filing of this Mortgage with the FAA Registry.

(o) No Liens; Creation of International Interest . No effective financing statement or other instrument similar in effect covering all or any part of the Collateral purported to be granted by the Grantor hereunder is on file in any recording office (including any unpermitted registration on the IR), except such as may have been filed in favor of the Mortgagee and except for Permitted Liens. This Mortgage is sufficient to create an “international interest” as defined in and contemplated by, the CTC.

(p) Condemnation . The Grantor shall, immediately upon obtaining knowledge of the institution or threatened institution of any requisition, condemnation or other eminent domain proceedings for the taking of any portion of or interest in the Collateral, notify the Mortgagee thereof in writing. The Mortgagee may participate in any such proceedings. The Grantor shall deliver, or cause to be delivered, to the Mortgagee all instruments requested by the Mortgagee to permit such participation. In any such proceedings, the Mortgagee may be represented by counsel satisfactory to it.

(q) Organization of Grantor . The Grantor is duly organized as a limited liability company, organized under the laws of the State of Delaware. The organizational numbers of the Grantor is 3650865.

(r) TUE . The Grantor has become a TUE.

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(s) Professional User Entity . The Grantor has designated FAA Counsel as its “professional user entity”, as contemplated by the CTC, for purposes of this transaction, and has authorized such FAA Counsel to consent, on its behalf, to the registration on the IR of the international interest created by this Mortgage.

SECTION 3.4 Aircraft and Engine Covenants, Warranties and Representations . The Grantor warrants, represents and covenants with the Mortgagee that the Mortgagee may rely on the following statements or representations from and after the date of this Mortgage until the termination hereof in accordance with Section 5.3 hereof:

(a) Recordation of Ownership . The Grantor’s evidence of ownership of the Airframe has been duly filed with the FAA Registry and shall, to the extent required, be filed with the IR.

(b) Engine Power; Airframe . Each of the Engines has 550 or more rated takeoff horsepower or the equivalent of such horsepower on takeoff. The Airframe is capable of transporting at least 8 people (including crew) or goods having an aggregate weight of at least 2,750 kilograms.

(c) Compliance with Laws . The Grantor shall not use or operate the Aircraft or any Engine, or permit the Aircraft or any Engine to be used or operated, in material violation of any law (including, without limitation, laws concerning alcoholic beverages, prohibited substances, or insurance) of any Governmental Authority or in material violation of any airworthiness certificate, license or registration relating to the Aircraft or any Engine issued by any such Governmental Authority. In the event that any such law requires the alteration of the Aircraft or any Engine, the Grantor will conform thereto or obtain conformance therewith and will maintain or cause to be maintained the Aircraft and Engines in proper operating condition under such laws, rules, regulations and orders (or if the Aircraft or any Engine is in storage, in compliance with all applicable laws and with all manufacturers warranties and requirements for storage). Notwithstanding the foregoing, the Grantor shall have the right to contest the compliance with any applicable law, ordinance or regulation so long as (i) such contest is diligently conducted in good faith by appropriate proceedings, (ii) no Lien (other than Permitted Liens) results on the Airframe, any Engine or other Collateral, (iii) there is no reasonable likelihood of the sale, appropriation, or foreclosure on the Airframe, any Engine or other Collateral, and (iv) adequate reserves or other appropriate provisions are being maintained in accordance with GAAP;

(d) Use of Aircraft; Legal Limitations . The Grantor agrees that it wi