Escrow Agent to release the Escrow Amount to the Seller, the parties’ notice to

be substantially in the form of Exhibit A to the Escrow Agreement.

(d) Further Assurances. Following the Closing, at the request of the Buyer, the
Seller shall execute and deliver any further instruments of transfer and take all
reasonable action that may be necessary or appropriate

(i) to vest in the Buyer good title to the Aircraft and the Assigned Contracts;
and

(ii) to transfer to the Buyer all licenses and permits necessary for the
operation of the Aircraft.

Article 3 — Seller’s Representations and Warranties

The Seller represents and warrants to the Buyer as follows:

3.1 Organization and Good Standing. The Seller

(a) is a corporation duly organized, validly existing and in good standing under the
state laws of Delaware;

(b) has all requisite corporate power and authority and legal right

(i) to own, operate and lease its properties and assets; and

(ii) to carry on its business as now being conducted;

and

(c) does not conduct business or own property in any jurisdiction outside of
Delaware.

3.2 Authority. The Seller has full authority to perform its obligations under this Agreement,
and has taken all necessary action to authorize the purchase, under the terms and conditions of this
Agreement.

3.3 Enforceability. This agreement has been duly executed by Seller and constituted a legal
obligation of Seller, enforceable in accordance with its terms. Enforceability may be limited by
applicable bankruptcy.

3.4 Noncontravention. Neither the execution nor the delivery of this Agreement by Seller
will conflict with or result in

(a) any violation of the certificate of incorporation;

(b) the violation of any Law or Order applicable to the Seller or any of its assets; or

(c) the breach of, or constitute a default under any Contract to which the Seller is a
party or its assets is subject to.