Obligation of Seller and Seller Stockholders Collectively. Subject to the terms, conditions and limitations provided herein, including [Section 10.2(b)(i)] from and after the Closing, Seller, jointly and severally with Seller Stockholders, and each Seller Stockholder, severally and not jointly among each other and in accordance with such Seller Stockholder’s Pro Rata Share, shall indemnify and hold harmless the Buyer Indemnified Parties for any Losses (regardless of whether or not such Losses related to any Third-Party Claim) as and when incurred (whether or not due for payment) by Buyer Indemnified Parties arising from, relating to or as a result of:

Obligation of Seller and Seller Stockholders Individually. Subject to the terms, conditions and limitations provided herein, including [Section 10.2(b)(i)] from and after the Closing, Seller and each Seller Stockholder shall indemnify and hold harmless the Buyer Indemnified Parties for any Losses (regardless of whether or not such Losses related to any Third-Party Claim) as and when incurred (whether or not due for payment) by Buyer Indemnified Parties arising from, relating to or as a result of:

SELLER DISCLOSURES/LIMITATIONS AND RELEASE OF SELLER. Buyer acknowledges that Seller does not have any knowledge regarding the condition of each Property, except # as set forth in the documents included in the due diligence vault [and on Property specific page found through www.roofstock.com] and # in # this Agreement and # any Seller disclosure letters or information provided in writing prior to Closing (collectively the items in (i) and (ii), the “Due Diligence Items”). Buyer acknowledges that Seller has never occupied any Property and that all Due Diligence Items are to Seller’s actual knowledge. Buyer represents and warrants that Buyer has thoroughly reviewed the Due Diligence Items prior to execution of this Agreement and that Buyer has had adequate time to ask questions and have questions satisfactorily answered as to such information.

Corporate Documents of Seller and Seller Parent. Purchaser shall have received certificates of an executive officer of each of Seller and Seller Parent (the statements made in which shall be true and correct on and as of the Closing Date): # attaching copies, certified by such officer as true and complete, of the certificate of formation or incorporation and the operating agreement or by-laws, as applicable, of Seller or Seller Parent (as applicable); # attaching copies, certified by such officer as true and complete, of resolutions of the board of directors or Sole Manager, as applicable, of Seller or Seller Parent (as applicable) authorizing and approving the execution, delivery and performance by Seller or Seller Parent (as applicable) of the Transaction Documents and the transactions contemplated herein and therein; # setting forth the incumbency of the officer or officers of Seller or Seller Parent (as applicable) who have executed and delivered the Transaction Documents including therein a signature specimen of each officer or officers; and # attaching copies, certified by such officer as true and complete, of a certificate of the appropriate Governmental Authority of Seller’s or Seller Parent’s (as applicable) jurisdiction of incorporation, stating that such party is in good standing under the laws of such jurisdiction.

Seller Maintenance and Inspection. Provided Purchaser elects to proceed with the acquisition of the Aircraft, Purchaser shall be permitted to observe the inspections and maintenance that are currently underway at the Inspection Facility (the “Maintenance Inspection”), or the results thereof, for the purpose of verifying that the Aircraft meets the Delivery Condition. Concurrently with the Maintenance Inspection, Purchaser shall have the right to perform a pre-purchase inspection of the Aircraft and the Aircraft Documents, consisting of those inspections listed on [Exhibit E] attached hereto (the “Inspection”). Purchaser shall be responsible for the cost of the Inspection which shall be pre-paid to the Inspection Facility prior to commencement. Seller shall be responsible for the cost of the Maintenance Inspection and for the cost to correct all airworthiness discrepancies identified by the Inspection Facility during the Maintenance Inspection and Inspection required to be corrected by the Inspection Facility to approve the Aircraft for return to service and to conform to the Delivery Condition (the “Discrepancies”). For the sake of clarity, the term Discrepancies shall not refer to any discrepancy that is only of a cosmetic nature.

Seller and Buyer shall and do each hereby indemnify, defend and hold harmless the other from and against any and all claims, demands, actions and judgments pertaining to the Tax Returns (and the Taxes owed pursuant thereto or otherwise in respect of a Tax period (or portion thereof) ending on or before the Closing Date (in the case of indemnification of Seller) or a Tax period (or portion thereof) commencing after the Closing Date (in the case of indemnification of Buyer)) for which the indemnifying party is responsible hereunder, subject, however, to the Survival Period, the Liability Floor, the Liability Cap and all of the other terms and limitations set forth (and as provided) in Section 9.1.

Seller and Fundamental Representations. The representations and warranties contained in Article III and the Fundamental Representations shall survive the Closing and remain in full force and effect through and including the sixth (6th) anniversary of the Closing Date.

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Seller Responsibilities. Prior to Closing, Seller shall deliver to the Escrow Agent # an undated United States Federal Aviation Administration (“FAA”) Bill of Sale Form 8050-2 in the form of [Exhibit B] attached hereto signed (but not dated); # an undated Warranty Bill of Sale for the Aircraft in the form of [Exhibit A] attached hereto signed (but not dated); # wiring instructions for the Purchase Price; and # all documents required to release any Liens, if any, filed against the Aircraft, excluding any Liens created by, through or under Purchaser, each to be held in escrow.

The Seller Representative, in such capacity, has no obligation to incur or pay any expense in connection herewith, including that the Seller Representative, in such capacity, has no obligation (indemnification or otherwise) for any Loss of any other party or any Seller. However, if the Seller Representative is also a Seller, then the Seller Representative in his capacity as a Seller has all rights and liabilities with respect hereto as such.