Case Document 526 Filed in TXSB on 07/20/18 Page 1 of 35

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1 Case Document 526 Filed in TXSB on 07/20/18 Page 1 of 35 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION IN RE: LOCKWOOD HOLDINGS, INC., et al., 1 DEBTORS. Case No (DRJ) (Chapter 11) Jointly Administered DEBTORS' EXPEDITED MOTION TO (I) ASSUME AND ASSIGN CERTAIN EXECUTORY CONTRACTS PURSUANT TO 11 U.S.C. 365(a) REGARDING AN AIRCRAFT AND (II) REJECT AN AIRCRAFT LEASE AS OF THE FIRST PETITION DATE [This instrument relates to Docket Nos. 183] THIS MOTION SEEKS AN ORDER THAT MAY ADVERSELY AFFECT YOU. IF YOU OPPOSE THE MOTION, YOU SHOULD IMMEDIATELY CONTACT THE MOVING PARTY TO RESOLVE THE DISPUTE. IF YOU AND THE MOVING PARTY CANNOT AGREE, YOU MUST FILE A RESPONSE AND SEND A COPY TO THE MOVING PARTY. YOU MUST FILE AND SERVE YOUR RESPONSE WITHIN 21 DAYS OF THE DATE THIS WAS SERVED ON YOU. YOUR RESPONSE MUST STATE WHY THE MOTION SHOULD NOT BE GRANTED. IF YOU DO NOT FILE A TIMELY RESPONSE, THE RELIEF MAY BE GRANTED WITHOUT FURTHER NOTICE TO YOU. IF YOU OPPOSE THE MOTION AND HAVE NOT REACHED AN AGREEMENT, YOU MUST ATTEND THE HEARING. UNLESS THE PARTIES AGREE OTHERWISE, THE COURT MAY CONSIDER EVIDENCE AT THE HEARING AND MAY DECIDE THE MOTION AT THE HEARING. REPRESENTED PARTIES SHOULD ACT THROUGH THEIR ATTORNEY. EXPEDITED CONSIDERATION HAS BEEN REQUESTED. IF THE COURT CONSIDERS THE MOTION ON AN EXPEDITED BASIS, THEN YOU WILL HAVE LESS THAN 21 DAYS TO ANSWER. IF YOU OBJECT TO THE REQUESTED RELIEF OR IF YOU BELIEVE THAT THE EMERGENCY CONSIDERATION IS NOT WARRANTED, YOU SHOULD FILE AN IMMEDIATE RESPONSE. EXPEDITED CONSIDERATION AND RELIEF ARE REQUESTED BY JULY 26, TO THE HONORABLE DAVID R. JONES, CHIEF U.S. BANKRUPTCY JUDGE: 1 The "Debtors" in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number are: Lockwood Holdings, Inc. (9726); LH Aviation, LLC (6984); Piping Components, Inc. (0197); Lockwood International, Inc. (8597); Lockwood Enterprises, Inc. (6504); LMG Manufacturing, Inc. (9468); and, 7807 Eagle Lane, LLC (7382). DEBTORS' EXPEDITED MOTION TO ASSUME, PAGE 1 OF 13

2 Case Document 526 Filed in TXSB on 07/20/18 Page 2 of 35 Lockwood Holdings, Inc. and certain of its affiliates, the above-captioned debtors and debtors in possession (collectively, the "Debtors") file this Expedited Motion to (I) Assume and Assign Certain Executory Contracts Pursuant to 11 U.S.C. 365(a) Regarding an Aircraft and (II) Reject an Aircraft Lease as of the First Petition Date (the "Expedited Motion") in the abovecaptioned chapter 11 cases (the "Bankruptcy Cases"), and respectfully states the following: JURISDICTION 1. This Court has jurisdiction to consider the relief requested in this Motion under 28 U.S.C. 1334(b) and the standing order of reference of the District Court. This matter is a core proceeding under 28 U.S.C. 157(b). The statutory predicate for relief is 11 U.S.C. 365(a). OVERVIEW OF MOTION 2 2. This Court should permit the Debtors to assume and assign to Wells Fargo Equipment Finance, Inc. ("WFEF") the Warranty/Maintenance Contracts 3 related to the Aircraft Collateral. This Court previously entered the Stay Relief Order which required the Debtors to consummate a sale of the Aircraft Collateral to a third-party purchaser (the "Sale") by the Closing Deadline, failing which the Debtors would be required to transfer the Aircraft Collateral to WFEF in full and final satisfaction of the entire indebtedness due and owing to WFEF in connection with the Loan Documents, the Stay Relief Order, the Agreement, or otherwise. Notwithstanding this 2 Certain capitalized, undefined terms appearing in the Overview of Motion are defined later in the Expedited Motion. Also, all references to the "Bankruptcy Code" shall mean Title 11 of the United States Code. Unless otherwise indicated herein, all undefined, capitalized terms appearing in this Expedited Motion shall have the meaning(s) ascribed to such terms in this Court's Agreed Order on Wells Fargo Equipment Finance, Inc.'s Motion for Relief from the Automatic Stay Pursuant to 11 U.S.C. 362(d) [Docket No. 183] (the "Stay Relief Order"). 3 The Warranty/Maintenance Contracts include: (a) AS907/HTF7500 Turbofan Engine Maintenance Service Plan (MSP) Contract with Honeywell International, Inc. ("Honeywell") dated effective December 28, 2015; (b) AS907[HTF 7500] Turbofan Engine Commercial Warranty with Honeywell; (c) the GTCP Auxiliary Power Unit (APU) Maintenance Service Plan (MSP) Contract with Honeywell dated effective December 28, 2015; (d) a GTCP Auxiliary Power Unit Commercial Warranty with Honeywell; (e) Legacy 500 Embraer Executive Care Program Agreement No. SCE with Embraer Executive Jet Services, LLC effective December 29, 2015; (f) any warranty provided by Embraer regarding the Aircraft; and, (g) CAMP Maintenance Tracking and/or EHM Service contract with CAMP Systems International, Inc. DEBTORS' EXPEDITED MOTION TO ASSUME, PAGE 2 OF 13

3 Case Document 526 Filed in TXSB on 07/20/18 Page 3 of 35 Court's approving the Sale, the Debtors were unable to consummate the Sale prior to the Closing Deadline, which has now passed. 3. WFEF and the Debtors now desire to transfer the Aircraft Collateral to WFEF pursuant to the Stay Relief Order, but also desire to have the Warranty/Maintenance Contracts assigned to WFEF because they are crucial to the operation of the Aircraft Collateral, and are also burdensome and of no benefit to the estate given the proposed transfer of the Aircraft Collateral. Because this Court has already determined: (i) that the Debtors may assume the Warranty/Maintenance Contracts; and, (ii) that the Debtor may transfer the Aircraft Collateral to WFEF, this Court should grant the instant Expedited Motion to permit the Debtors to assign the Warranty/Maintenance Contracts to WFEF pursuant to Section 365(a) of the Bankruptcy Code. Expedited consideration is necessary here so that the transfer and continued operation of the Aircraft Collateral may proceed seamlessly and expeditiously and so that the estates will not be further burdened by the Warranty/Maintenance Contracts. 4. Additionally, as more fully set forth below, it is in the best interests of the bankruptcy estates to reject the Aircraft Lease as of the First Petition Date, to the extent it was not already terminated pre-petition. FACTUAL AND PROCEDURAL BACKGROUND 5. On January 18, 2018 (the "First Petition Date"), Lockwood Holdings, Inc. ("Holdings"), Piping Components, Inc. ("Piping"), and LH Aviation, LLC ("Aviation" with Holdings and Piping, the "January 18 Debtors") each filed with this Court a petition for relief under Chapter 11 of the Bankruptcy Code. On January 24, 2018 (the "Second Petition Date," and together with the First Petition Date, collectively, the "Petition Dates"), Lockwood International, Inc. ("LII"), Lockwood Enterprises, Inc. ("Enterprises"), LMG Manufacturing, Inc. ("LMG"), and DEBTORS' EXPEDITED MOTION TO ASSUME, PAGE 3 OF 13

4 Case Document 526 Filed in TXSB on 07/20/18 Page 4 of Eagle Lane, LLC ("Eagle Lane") each filed with this Court a petition for relief under Chapter 11 of the Bankruptcy Code. LII, Enterprises, LMG, and Eagle Lane are collectively referred to herein as the "January 24 Debtors." The January 18 Debtors and the January 24 Debtors are collectively referred to herein as the "Debtors." 6. The Debtors remain in possession of their assets and continue to operate their businesses as debtors-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. Prior to, on, and after the Petition Dates, the Debtors have received and collected, and continue to receive and collect, issues, proceeds, profits, and accounts receivable (collectively, the "Revenues") generated by and arising from the operation of the businesses. 7. On January 23, 2018, this Court entered its Order Directing Joint Administration of Chapter 11 Cases [Docket No. 7]. On January 25, 2018, this Court entered its Second Order Directing Joint Administration of Chapter 11 Cases [Docket No. 20]. 8. Prior to the Petition Dates, on or about January 25, 2016, Aviation entered into that certain Aircraft Lease Agreement (the Aircraft Lease ), as lessor, with LII, Enterprises, Holdings, and LMG as lessees for a lease of the Aircraft. The Aircraft Lease term was through January 31, 2021 and provided for rent as set forth in paragraph 3.2 of the Aircraft Lease. A true and correct copy of the Aircraft Lease is attached hereto as Exhibit A and is incorporated herein by reference for all purposes. WFEF took possession of the Aircraft in November 2017 and none of the Debtors have flown or used the Aircraft since that date. In November 2017, when WFEF took possession of the Aircraft, the Debtors orally agreed that the Aircraft Lease would no longer be followed or enforceable. 9. On March 7, 2018, this Court entered the Stay Relief Order. The Stay Relief Order required the Debtors to consummate the Sale by the Closing Deadline, failing which the Debtors DEBTORS' EXPEDITED MOTION TO ASSUME, PAGE 4 OF 13

5 Case Document 526 Filed in TXSB on 07/20/18 Page 5 of 35 would be required to transfer the Aircraft Collateral to WFEF in full and final satisfaction of the entire indebtedness due and owing to WFEF in connection with the Loan Documents, the Stay Relief Order, the Agreement, or otherwise On May 4, 2018, the Debtors filed their Expedited Motion to (I) Sell Aircraft Free and Clear of All Liens, Claims, and Encumbrances, (II) Approve Disbursal of Sale Proceeds, (III) Assume and Assign Certain Executory Contracts and (IV) Grant Related Relief [Docket No. 369] (the "Sale Motion"). 11. Also on May 4, 2018, this Court entered its Stipulation and Agreed Order Extending the Deadline to Consummate the Sale of a Certain Embraer Aircraft [Docket No. 371] (the "First Stipulation"), which extended the Closing Deadline through June 6, On June 1, 2018, this Court entered its Order Authorizing the Debtors to (I) Sell Aircraft Free and Clear of All Liens, Claims, and Encumbrances, (II) Approve Disbursal of Sale Proceeds, (III) Assume and Assign Certain Executory Contracts and (IV) Grant Related Relief [Docket No. 419] (the "Sale Order"). 13. On June 5, 2018, this Court entered its Second Stipulation and Agreed Order Extending the Deadline to Consummate the Sale of a Certain Embraer Aircraft [Docket No. 437] (the "Second Stipulation"), which extended the Closing Deadline through July 6, On July 20, 2018, the Debtors filed their Notice of Failure to Close the Airplane Sale (the "Transfer Notice"), wherein the Debtors provided notice of their intent to transfer the Aircraft Collateral to WFEF in accordance with the Stay Relief Order. BASIS FOR RELIEF A. Assumption and Assignment of Warranty/Maintenance Contracts 4 See Stay Relief Order, 11. DEBTORS' EXPEDITED MOTION TO ASSUME, PAGE 5 OF 13

6 Case Document 526 Filed in TXSB on 07/20/18 Page 6 of This Court should authorize the Debtors to assume and assign to WFEF the Warranty/Maintenance Contracts pursuant to Section 365(a) of the Bankruptcy Code because they are crucial to the operation of the Aircraft Collateral, ownership of which the parties wish to transfer to WFEF as permitted by the Stay Relief Order. Aviation is a party to the Warranty/Maintenance Contracts, which, in substance, provide for certain repairs, other maintenance, warranties and/or services related to the Aircraft Collateral, pursuant to the terms of each. 16. Section 365(a) of the Bankruptcy Code provides that, subject to court approval, a debtor in possession may assume or reject any of its executory contracts or unexpired leases. 5 Most courts, including the Fifth Circuit, apply the "business judgment" test to decisions to assume or reject contracts and leases. 6 In this regard, the court is to focus upon the business judgment of the trustee or the debtor in possession, not on its own business judgment. 7 The review of the assumption of leases is a summary proceeding, intended to efficiently review the debtor's decision to assume in the course of the "swift administration" of the bankruptcy estate Here, assumption and assignment is desirable because it allows the Debtors to fully complete the transfer of the Aircraft Collateral, in accordance with the Stay Relief Order, which will eliminate claims against the estate arising out of the rejection of the Warranty/Maintenance Contracts due to the Sale failing to close. Moreover, because the Debtors will transfer the Aircraft Collateral to WFEF, the Debtors have no need to maintain the Warranty/Maintenance Contracts, 5 11 U.S.C. 365(a). 6 See Richmond Leasing Co. v. Capital Bank, N.A., 762 F.2d 1303, 1312 (5th Cir. 1985); Orion Pictures Corp. v. Showtime Networks, Inc. (In re Orion Pictures Corp.), 4 F.3d 1095, 1099 (2d Cir. 1993). 7 In re Mirant Corp., 378 F. 3d 511,524, n.5 (5th Cir. 2004). 8 In re Orion, 4 F.3d at DEBTORS' EXPEDITED MOTION TO ASSUME, PAGE 6 OF 13

7 Case Document 526 Filed in TXSB on 07/20/18 Page 7 of 35 while WFEF, as the new owner of the Aircraft Collateral, will need the Warranty/Maintenance Contracts in order to operate and effectively maintain the Aircraft Collateral. 18. The Debtors request entry of an order approving the Debtors' assumption of the Warranty/Maintenance Contracts and the Debtors' assignment of the Warranty/Maintenance Contracts to WFEF pursuant to Section 365(a) of the Bankruptcy Code. The Debtors assert, and provided that no party-in-interest objects to the relief requested in this Expedited Motion, request this Court to adopt its finding in the Sale Order, that there are no defaults by the Debtors under the Warranty/Maintenance Contracts and therefore no cure is required. 19. Section 365(b)(1) of the Bankruptcy Code provides that if a default in an executory contract or unexpired lease exists, the debtor in possession may not assume such contract or lease unless, at the time of assumption, the trustee: (i) cures, or provides adequate assurance that the trustee will promptly cure, the default; (ii) compensates, or provides adequate assurance that the trustee will promptly compensate for any actual pecuniary loss to that party resulting from the default; and, (iii) provides adequate assurance of future performance under the contract For any objection to the cure amounts proposed by the Debtors, the Debtors will request the Court to determine the merits of that objection at any hearing to consider this Expedited Motion, or at such other later time as scheduled by the Court. If the Bankruptcy Court determines that any cure amount is in excess of the Debtors' proposed cure amount, the Debtors reserve the right to reject the Warranty/Maintenance Contracts. 21. To the extent necessary or required, WFEF will also provide evidence of its financial ability, experience in the industry, and willingness and ability to perform under the Warranty/Maintenance Contracts to be assumed and assigned to it. At any hearing on this 9 11 U.S.C. 365(b)(1). DEBTORS' EXPEDITED MOTION TO ASSUME, PAGE 7 OF 13

8 Case Document 526 Filed in TXSB on 07/20/18 Page 8 of 35 Expedited Motion, the Debtors will additionally request that the Court find that: (i) other than the cure amounts proposed by the Debtors, the Debtors have compensated all counter-parties to the Warranty/Maintenance Contracts for any actual pecuniary loss; and, (ii) WFEF has provided adequate assurance of future performance as required pursuant to Section 365(b)(1)(C) of the Bankruptcy Code. However, to the extent applicable, and to the extent that no party-in-interest objects to the Expedited Motion, the Debtors will request that the Court adopt the above-requested findings as set forth in the Sale Order. B. Rejection of Aircraft Lease 22. Debtors additionally request that the Aircraft Lease be rejected pursuant to Section 365 of the Bankruptcy Code, effective as of the First Petition Date, to the extent it was not terminated pre-petition. Not only did the Debtors deem the Aircraft Lease as unenforceable prior to the First Petition Date, WFEF took possession of the Aircraft in November The Debtors have not flown or used the Aircraft during these bankruptcy cases. 23. Under Sections 105(a) and 365(a) of the Bankruptcy Code, bankruptcy courts may grant retroactive rejection of an executory contract based on a balancing of the equities of the case. 10 The balance of equities favors the relief requested herein. First, to the extent the Aircraft Lease did not terminate prepetition, the Debtors have determined that it is in the best interests of their estates to reject the Aircraft Lease as requested herein. Absent rejection, the Aircraft Lease 10 See, e.g., In re Cafeteria Operators, L.P., 299 B.R. 384, 394 (Bankr. N.D. Tex. 2003) (granting retroactive relief for contract rejection where debtors were receiving no benefit from the lease and the counterparties knew the debtors would attempt to reject); see also Adelphia Bus. Solutions, Inc. v. Abnos, 482 F.3d 602 (2d Cir. 2007) (affirming the bankruptcy court s equitable authority to authorize the retroactive rejection of a nonresidential lease of real property where advance notice is provided); In re Thinking Machines Corp., 67 F.3d 1021, 1028 (1st Cir. 1995) (approving retroactive orders of rejection where the balance of equities favors such relief); In re O Neil Theatres, Inc., 257 B.R. 806, 808 (Bankr. E.D. La. 2000) (granting retroactive relief); In re Amber s Stores, Inc., 193 B.R. 819, 827 (Bankr. N.D. Tex. 1996) ( [W]here the equities of a case warrant, the court has the power to grant the rejection retroactively ); see also In re Garfinckels, Inc., 118 B.R. 154, 154 (Bankr. D. D.C. 1990) (suggesting that, in the absence of unfair prejudice, a bankruptcy court may enter an order nunc pro tunc setting the motion filing date as the effective date of approval). DEBTORS' EXPEDITED MOTION TO ASSUME, PAGE 8 OF 13

9 Case Document 526 Filed in TXSB on 07/20/18 Page 9 of 35 potentially imposes ongoing obligations on certain of the Debtors and their estates that constitute an unnecessary drain on the Debtors resources without any associated benefit. The Aircraft Lease does not provide any value or use to the Debtors estates. 24. Second, without a retroactive date of rejection, the lessee Debtors may be subject to unnecessary administrative expenses under the Aircraft Lease an agreement that provides no benefit to the Debtors estates. Moreover, creditors will not be unduly prejudiced if the rejection is deemed effective as of the First Petition Date. Numerous courts in this district have authorized relief similar to the relief requested herein. 11 Rejection of the Aircraft Lease nunc pro tunc to the First Petition Date is warranted as it is a reasonable exercise of the Debtors business judgment, it will prevent the lessee Debtors from incurring unnecessary administrative expenses during their chapter 11 cases, and it will not unduly prejudice creditors or parties in interest. RELIEF UNDER FEDERAL RULE OF BANKRUPTCY PROCEDURE 6004(h) 25. Federal Rule of Bankruptcy Procedure 6004(h) provides that an "order authorizing the use, sale, or lease of property... is stayed until the expiration of 14 days after entry of the order, unless the court orders otherwise." The Debtors request that any order granting the relief requested herein be effective immediately by providing that the 14-day stay under Bankruptcy Rule 6004(h) is waived as expedited relief is needed in order to consummate a timely and seamless transfer of the Aircraft Collateral to WFEF in accordance with the terms of this Court's Stay Relief Order. REQUEST FOR EXPEDITED CONSIDERATION AND RELIEF 11 See, e.g., In re Energy XXI Ltd., No (DRJ) (Bankr. S.D. Tex. Aug. 23, 2016); In re Rotary Drilling Tools USA LLC, No (MI) (Bankr. S.D. Tex. Nov. 23, 2016); In re Luca Int l Grp., LLC, No (DRJ) (Bankr. S.D. Tex. Aug. 31, 2015); In re Linn Energy, LLC, No (DRJ) (Bankr. S.D. Tex. Jun. 27, 2016) (authorizing rejection of executory contracts and unexpired leases effective nunc pro tunc to the petition date); In re Buccaneer Res., LLC, No (DRJ) (Bankr. S.D. Tex. June 10, 2014) (same); In re Autoseis, Inc., No (RSS) (Bankr. S.D. Tex. Apr. 25, 2014) (same). DEBTORS' EXPEDITED MOTION TO ASSUME, PAGE 9 OF 13

10 Case Document 526 Filed in TXSB on 07/20/18 Page 10 of Expedited consideration and relief are warranted here because the Debtors were not able to complete the Sale prior to the Closing Deadline and do not believe they will be able to consummate a Sale to any other prospective purchaser quickly. This Court has already entered the Stay Relief Order, which permits the Debtors to transfer the Aircraft Collateral to WFEF under these circumstances. WFEF asserts that it stands ready, willing, and able to take ownership of the Aircraft Collateral, however, the Warranty/Maintenance Contracts are crucial to the operation of the Aircraft Collateral, such that if WFEF could not also take an assignment of the contracts, their efforts to properly maintain the Aircraft Collateral would be hampered. Additionally, now that the Sale will not be consummated, and because the Warranty/Maintenance Contracts still burden and provide no benefit to the estates, the longer the Warranty/Maintenance Contracts remain unassigned, the greater the likelihood that potential claims or obligations may arise and be asserted against the Debtors thereunder. WFEF has requested expedited consideration of the Expedited Motion and the Debtors do not opposed such relief. NOTICE 27. The Debtors will provide notice of this Expedited Motion to: (i) the Office of the United States Trustee for the Southern District of Texas; (ii) counsel to Wells Fargo as agent for the Debtors' prepetition and DIP lenders; (iii) counsel to the Committee; (iv) counsel to WFEF; (v) World Fuel Services, Inc.; (vi) counsel to Harris County, Texas; (vii) counter-parties to the Warranty/Maintenance Contracts; and, (viii) all other persons who have filed a notice of appearance and request for service of documents in these Bankruptcy Cases. Under Bankruptcy Local Rule and in light of the nature of the relief requested, the Debtors submit that no other or further notice is required. DEBTORS' EXPEDITED MOTION TO ASSUME, PAGE 10 OF 13

11 Case Document 526 Filed in TXSB on 07/20/18 Page 11 of 35 PRAYER The Debtors respectfully request that this Court enter an order: (i) granting the relief requested in this Expedited Motion; (ii) setting an expedited hearing on the Expedited Motion at a time convenient for this Court on or before July 26, 2018 as requested by WFEF; (iii) authorizing the Debtors to assume and assign the Warranty/Maintenance Contracts to WFEF; and, (iv) granting such other and further relief to the Debtors as is appropriate and just under the circumstances. The Debtors also request all general relief to which it may be entitled, both at law and in equity. DATED: July 20, 2018 Respectfully submitted, GRAY REED & McGRAW LLP By: /s/ Jason S. Brookner Jason S. Brookner Texas Bar No Post Oak Blvd., Suite 2000 Houston, Texas Telephone: (713) Facsimile: (713) jbrookner@grayreed.com -and- Micheal W. Bishop Texas Bar No Lydia R. Webb Texas Bar No Elm Street, Suite 4600 Dallas, Texas Telephone: (214) Facsimile: (214) lwebb@grayreed.com COUNSEL TO THE DEBTORS DEBTORS' EXPEDITED MOTION TO ASSUME, PAGE 11 OF 13

12 Case Document 526 Filed in TXSB on 07/20/18 Page 12 of 35 Certificate of Conference I hereby certify that on several occasions on and prior to July 20, 2018, I communicated with counsel of record for WFEF, Sean Davis, via and otherwise, to confer regarding the reasons for filing this Expedited Motion. Mr. Davis indicated that WFEF requested expedited consideration by this Court and was not opposed to the relief requested in this Expedited Motion. Certificate of Service /s/ Micheal W. Bishop One of Counsel I hereby certify that on July 20, 2018, a true and correct copy of the foregoing document will be electronically mailed to the parties that are registered or otherwise entitled to receive electronic notices in this case pursuant to the Electronic Filing Procedures in this District. Additionally, on July 20, 2018, a true and correct copy of the foregoing document will be sent to the following parties via first class, U.S. mail, unless otherwise indicated. jetaviva 2520 Longview Street, Suite 315 Austin, TX Via Harris County c/o Tara L. Grundemeier P.O. Box 3064 Houston, TX houston_bankruptcy@publicans.com Via First Class U.S. Mail Harris County, et al P.O. Box 3547 Houston, TX Via and Overnight Delivery: Honeywell International, Inc. MSP Contracts 1944 E. Sky Harbor Circle Mailstop Phoenix, AZ MSPcontracts@honeywell.com Via First Class U.S. Mail: Honeywell Aerospace John Farrish jetaviva 2520 Longview Street, Suite 315 Austin, TX john.farrish@jetaviva.com Via World Fuel Services, Inc. Attn: Alyssa Ramirez, Exposure Control Advisor Katy Freeway, Suite 150 Houston, TX AVRamirez@wfscorp.com Via World Fuel Services, Inc. Attn: Mitchell E. Grodman 9800 NW 41 st St Ste 400 Miami, FL mgrodman@wfscorp.com Via CAMP Systems International, Inc. Reg@campsystems.com Via and Overnight Delivery: CAMP Systems International, Inc. DEBTORS' EXPEDITED MOTION TO ASSUME, PAGE 12 OF 13

13 Case Document 526 Filed in TXSB on 07/20/18 Page 13 of E. Sky Harbor Circle Phoenix, AZ Via Rakhee V. Patel Winstead PC 500 Winstead Building 2728 N. Harwood Street Dallas, Texas Continental Blvd, Suite C Merrimack, NH USA service@campsystems.com Via and Overnight Delivery Premier Flight Management Services LLC c/o Michael K. Stevens 62 E. Cresta Bend Pl The Woodlands, TX michaelstevens@me.com Via CM,RRR and Overnight Delivery: Simplify Inc. 300 Valley Wood Drive The Woodlands, TX Via and Overnight Delivery Mr. Philip C. Brashier Brashier Law Firm, PLLC 9700 Richmond Ave Ste 320 Houston, TX philip.brashier@nflp.com Via Overnight Delivery: Freeman Holdings, L.L.C. d/b/a Million Air 740 SE Airport Road Suite 10 Topeka, Kansas Via and Overnight Delivery: Embraer Executive Jet Services, LLC 2008 General Aviation Drive Melbourne, FL eec.northamerica@embraer.com Via Overnight Delivery: Embraer Executive Jet Services, LLC 276 SW 34th Street Fort Lauderdale, FL Via Overnight Delivery: Honeywell International Inc. c/o Corporation Service Company 211 E. 7th Street, Suite 620 Austin, TX Via CM,RRR and Overnight Delivery: Buzz Baker 4902 Kaylan Court Richmond, TX Via and Overnight Delivery: Adam Pulaski Pulaski Law Firm 2925 Richmond Ave #1725 Houston, TX adam@pulaskilawfirm.com Via Overnight Delivery: Federal Aviation Administration Southwest Region Hillwood Parkway Fort Worth TX Via Overnight Delivery: Embraer Executive Jets, LLC 1111 General Aviation Drive Melbourne, FL Via and Overnight Delivery: Embraer Executive Jet Services, LLC 2425 W. Loop South #200 Houston, TX Via Overnight Delivery: CAMP Systems International Inc. c/o CT Corporation System 1999 Bryan Street, Suite 900 Dallas, TX /s/ Jason S. Brookner One of Counsel DEBTORS' EXPEDITED MOTION TO ASSUME, PAGE 13 OF 13

14 Case Document 526 Filed in TXSB on 07/20/18 Page 14 of 35 AIRCRAFT LEASE AGREEMENT (Part 91 Operations) Dated as of the 25th day of January, 2016, by and between LH AVIATION, LLC, as Lessor, and LOCKWOOD INTERNATIONAL, INC., LOCKWOOD ENTERPRISES, INC., LOCKWOOD HOLDINGS, INC., LMG MANUFACTURING, INC., and PIPING COMPONENTS, INC. individually and together as Lessee, concerning one Embraer Legacy 500 aircmft bearing manufacturer's serial number INSTRUCTIONS FOR COMPLIANCE WITH utrum IN LEASING" REQUIREMENTS UNDER FAR Within 24/tours after execution of this Aircraft Lease Agreement: mail a copy of the executed document to the following address via certified mail, retum receipt requested: Federal Aviation Administration Aircraft Registration Branch ATTN: Technical Section P.O. Box25724 Oklahoma City, Oklahoma ho11rs before lite fustjligllt pursuant to this Aircraft Lease Agreement notify the FSDO nearest the airport where the flight will originate (or if foreign your designated FSDO) by telephone (or in person) of: (i) (ii) (iii) The location of the airport of departure; The departure time; and The registration number of the aircraft involved. 3. Carry a copy of this Aircraft Lease Agreement in tlte aircraft at all times. Exhibit A contains only economic rental dala and is intentionally mnittedfor FAA s11bmission purposes.

15 Case Document 526 Filed in TXSB on 07/20/18 Page 15 of 35 This AIRCRAFT LEASE AGREEMENT (the "Agreement") is entered into as of this 25th day of January, 2016 (the "Effective Date"), by and between LH AVIATION, LLC, a Texas limited liability company having Texas File Number ("Lessor"), and LOCKWOOD INTERNATIONAL, INC., a Texas corporation having Texas File Number , LOCKWOOD ENTERPRISES, INC., a Texas corporation having Texas File Number , LOCKWOOD HOLDINGS, INC., a Texas corporation having Texas File Number , LMG MANUFACTURING, INC., a Texas corporation having Texas File Number , and PIPING COMPONENTS, INC., a Texas corporation having Texas File Number (referred to herein individually and together as "Lessee"). WITNESSETH: WHEREAS, title to the Aircraft described and referred to herein is held by Lessor; WHEREAS, Lessee desires to lease from the Lessor, and Lessor desires to lease to Lessee, the Aircraft, without crew, upon and subject to the terms and conditions ofthis Agreement; and WHEREAS, Lessee intends to operate the Aircraft under Part 91 of the FAR within the scope of and incidental to its own business. NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. DEFINITIONS 1.1 The following terms shall have the following meanings for au purposes of this Agreement: "Aircraft" means the Airframe, the Engines, the Parts, and the Aircraft Documents. The Engines shall be deemed part of the "Aircraft" whether or not from time to time attached to the Airframe or removed from the Airframe. "Aircraft Documents" means all flight records, maintenance records, historical records, modification records, overhaul records, manuals, logbooks, authorizations, drawings and data relating to the Airframe, any Engine, or any Part, or that are required by Applicable Law to be created or maintained with respect to the maintenance and/or operation of the Aircraft. "Airframe't means that certain Embraer Legacy 500 aircraft bearing manufacturer's serial number , together with any and all Parts (including, but not limited to, landing gear and auxiliary power units but excluding Engines or engines) so long as such Parts shall be either incorporated or installed in or attached to the Airframe. "Applicable Law" means, without limitation, all applicable laws, treaties, international agreements, decisions and orders of any court, arbitration or governmental agency or authority and rules, regulations, orders, directives, licenses and permits of any governmental body, instrumentality, agency or authority, including, without limitation, the FAR and 49 U.S.C , et seq., as amended. "DOT" means the United States Department of Transportation or any successor agency.

16 Case Document 526 Filed in TXSB on 07/20/18 Page 16 of 35 "Engines" means two (2} Honeywell model, HTF7500E engines bearing manufacturer's serial numbers P and P , together with any and all Parts so long as the same shall be either incorporated or installed in or attached to such,engine. Any engine which may be, from time to time, substituted for an Engine shall be deemed to be an Engine and subject to this Agreement for so long a5 it remains attached to the Airframe. "FAA" means the Federal Aviation Administration or any successor agency. "FAR" means collectively the Aeronautics Regulations of the FAA and the DOT, as codified at Title 14, Parts 1 to 399 of the United States Code of Federal Regulations. "FSDO Notice" means an FSDO Notification Letter in the form of Schedule B attached hereto. "Lender" means Wells Fargo Bank, National Association. "Lien" means any mortgage, security interest, lease or other charge or encumbrance or claim or right of others, including, without limitation, rights of others under any airframe or engine interchange or pooling agreement, except for mechanics liens to be discharged in the ordinary course of business. "Mortgage" means Aircraft Mortgage and Security Agreement executed or to be executed between Lender as lender and Lessor as borrower. "Operating Base" means '' Kansas, USA. "Operational Control" has the same meaning given the term in Section 1.1 of the FAR. tparts" means all appliances, components, parts, instruments, appurtenances, accessories, furnishings or other equipment of whatever nature (other than complete Engines or engines) which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and includes replacement parts. 11 Pilot in Command" has the same meaning given the term in Section 1.1 of the FAR. "Rent Payment Date" means the 15 1 h day of each calendar month. "Taxes" means all taxes of every kind (excluding any tax measured by or assessed against a taxpayer's income, including, without limitation, any income tax, gross income tax, net income tax, or capital gains tax) assessed or levied by any federal, state, county, local, airport, district, foreign, or other governmental authority, including, without limitation, sales taxes, use taxes, retailer taxes, federal air transportation excise taxes, federal aviation fuel excise taxes, and other similar duties, fees, and excise taxes... Term" means the entire period from the Effective Date to the date this Agreement is terminated pursuant to Section Z7979 2

17 Case Document 526 Filed in TXSB on 07/20/18 Page 17 of 35 SECTION 2. LEASE AND DELIVERY OF THE AIRCRAFT 2.1 Lease. Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the Aircraft, on the tenns and conditions of this Agreement 2.2 Delivery. The Aircraft shall be delivered to the Lessee on a mutually agreed date at the Operating Base, or such other location as the parties may mutually agree, and "AS IS," NWHERE IS," AND SUBJECT TO EACH AND EVERY DISCLAIMER OF WARRANTY AND REPRESENTATION AS SET FORTH IN SECTION 4 HEREOF. Lessor shall not be liable for delay or failure to furnish the Aircraft pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, civil commotion, strikes or labor disputes, weather conditions, or acts of God. 2.3 FSDO Notice. At least 48 hours prior to the first flight to be conducted under this Agreement, Lessee shall have completed the FSDO Notice, substantially in the fonn as required by law~ and delivered the completed FSDO Notice by facsimile to the FAA Flight Standards District Office located nearest to the departure airport of said first flight. SECTION 3. TERM, SCHEDULING. AND RENT 3.1 Term. This Agreement shall become effective on the Effective Date, and shall continue in effect until January 3 t, 2021 [Loan term]. 3.2 Rent. Lessee shall pay rent for use of the Aircraft monthly in arrears in an amount equal to the lesser of Hourly Rent or prorated Monthly Rent specified in Schedule A attached hereto. All rent shall be paid to the Lessor in immediately available U.S. funds and in fonn and manner as the Lessor in its sole discretion may instruct Lessee from time to time. In the event this Agreement commences or terminates on a date which is not the first day of a month, the first monthly rental payment and/or the last monthly rental payment, as the case may be, shall be prorated. Notwithstanding anything contained herein to the contrary, the Monthly Rent, before any proration, due hereunder shall at all times be greater than or equal to the amount required to service debt from Lessor to the Lender pursuant to the Mortgage, and shall be adjusted upwards if at any time such Monthly Rent hereunder is less than such amount Notwithstanding anything contained herein to the contrary, Lockwood International, Inc. hereby guarantees and shall be jointly and severally liable as to the payment of rent hereunder as to any Lessee. 3.3 Taxes. Neither the rent nor any other payments to be made by Lessee under this Agreement includes the amount of any Taxes which may be assessed or levied by any taxing jurisdictions as a result of the lease of the Aircraft to Lessee, or the use of the Aircraft by Lessee, or the provision of a taxable transportation service by Lessee using the Aircraft. Lessee shall be responsible for, shall indemnify and hold harmless Lessor against, and Lessee shall pay all such Taxes when due. Lessee shall have the right to dispute or contest in good faith and at Lessee's sole expense the amount of any Taxes assessed or imposed directly against Lessee and/or Lessor. During the period that any such Taxes are being disputed or contested in good faith, payment of such Taxes in accordance with the terms of this Agreement may be delayed until a final determination of the amount due has been made. 20Z7979 3

18 Case Document 526 Filed in TXSB on 07/20/18 Page 18 of 35 SECTION 4. REPRESENTATIONS AND WARRANTIES 4.1 Representations and Warranties of Lessee. Lessee represents and warrants as of the date hereof and during the entire Tenn hereof as follows: All pilots who operate the Aircraft for Lessee 1 s flights shall have at least the minimum total pilot hours required by any policy of insurance covering the Aircraft and will meet or exceed all requirements under any policy of insurance covering the Aircraft, and all Applicable Law Each Lessee is a validly organized corporation under the laws of the State of Texas, and the person executing on behalf of Lessee has full power and authority to execute this Agreement on behalf of Lessee and by such execution shall bind Lessee under this Agreement No action, suit, or proceeding is currently pending or threatened against Lessee which shall in any material way affect Lessee's financial status as of the date thereof, or impair the execution. delivery, or performance by Lessee of this Agreement The execution and delivery of this Agreement by Lessee and the perfonnance of its obligations hereunder have been duly authorized by all necessary corporate action, and do not conflict with any provision of Lessee's certificate of fonnation, bylaws, any govemmental regulations, or any other agreements that Lessee may now have with other parties Lessee is not subject to any restriction. which with or without the giving of notice, the passage of time, or both, prohibits, or would be violated by or be in conflict with, this Agreement Lessee will not permit the Aircraft to be operated in any unsafe manner or contrary to any manual or instructions for the Aircraft or in violation of the terms or conditions of any insurance policy covering the Aircraft or any applicable statute, regulation, ordinance, or other law. 4.2 Representations and Warranties of Lessor. Lessor represents and warrants as of the date hereof and during the entire Tenn hereof as follows: Lessor is a validly organized limited liability company under the laws of the State of Texas, and the person executing on behalf of Lessor has full power and authority to execute this Agreement on behalf of Lessor and by such execution shall bind Lessor under this Agreement No action, suit, or proceeding is currently pending or threatened against Lessor which shall in any material way affect Lessor's financial status as of the date thereof, or impair the execution, delivery, or performance by Lessor of this Agreement The execution and delivery of this Agreement by Lessor and the perfonnance of its obligations hereunder have been duly authorized by all necessary limited liability company action, and do not conflict with any provision of Lessor's certificate of fonnation, company agreement. any governmental regulations, or any other agreements that Lessor may now have with other parties. 20Z7979 4

19 Case Document 526 Filed in TXSB on 07/20/18 Page 19 of Lessor is not subject to any restriction, which with or without the giving of notice, the passage of time, or both, prohibits or would be violated by or be in conflict with this Agreement. 4.3 DISCLAIMER OF WARRANTIES. THE AIRCRAFT IS BEING LEASED BY THE LESSOR TO THE LESSEE HEREUNDER ON A COMPLETELY "AS IS," "WHERE IS," BASIS, WHICH IS ACKNOWLEDGED AND AGREED TO BY THE LESSEE. THE WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS SECTION 4 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENT A TlONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND LESSOR HAS NOT MADE AND SHALL NOT BE CONSIDERED OR DEEMED TO HAVE MADE (WHETHER BY VIRTUE OF HAVING LEASED THE AIRCRAFT UNDER THIS AGREEMENT, OR HAVING ACQUIRED THE AIRCRAFT, OR HAVING DONE OR FAILED TO DO ANY ACT, OR HAVING ACQUIRED OR FAILED TO ACQUIRE ANY STATUS UNDER OR IN RELATION TO THIS AGREEMENT OR OTHERWISE) ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR TO ANY PART THEREOF, AND SPECIFICALLY, WITHOUT LIMITATION, IN THIS RESPECT DISCLAIMS ALL REPRESENTATIONS AND/OR WARRANTIES AS TO THE TITLE, AIRWORTHINESS, VALUE. CONDITION, DESIGN, MERCHANTABILITY, COMPLIANCE WITH SPECIFICATIONS, CONSTRUCTION AND CONDITION OF THE AIRCRAFT OPERATION, OR FITNESS FOR A PARTICULAR USE OF THE AIRCRAFT AND AS TO THE ABSENCE OF LATENT AND OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OR THE LIKE, HEREUNDER OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, ORAS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT OR ANY PART THEREOF OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF. THE LESSEE HEREBY WAIVES, RELEASES, DISCLAIMS AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON ANY SUCH AND OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF LESSOR AND RIGHTS, CLAIMS AND REMEDIES OF THE LESSEE AGAINST LESSOR, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE, (II) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, (III) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF LESSOR, ACTUAL OR IMPUTED, AND (IV) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO THE AIRCRAFT, OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. SECTION 5. REGISTRATION. USE. OPERATION. MAINTENANCE AND POSSESSION 5.1 Title and Registration. Lessee acknowledges that Lessor owns all legal, beneficial, and equitable title to the Aircraft. and that said title shall remain vested in Lessor during the Term hereof. Lessee shall undertake, to the extent permitted by Applicable Law, to do all such further 20Z7979 s

20 Case Document 526 Filed in TXSB on 07/20/18 Page 20 of 35 acts, deeds, assurances or things as may, in the opinion of the Lessor, be necessary or desirable in order to_ protect or preserve Lessor's title to the Aircraft. 5.2 Use and Operation. Lessee shall operate the Aircraft in accordance with the provisions of Part 91 of the FAR and shall not operate the Aircraft in commercial service, as a common carrier, or otherwise for compensation or hire except to the extent permitted under Sections I and of the FAR. if applicable. Lessee shalj be solely and exclusively responsible for the use, operation and control of the Aircraft. Lessee agrees not to operate or locate the Airframe or any Engine. or permit the Airframe or any Engine to be operated or located, in any area excluded from coverage by any insurance policy in effect or required to be maintained hereunder with respect to the Airframe or Engines, or in any war zone. Lessee agrees not to operate the Airframe or any Engine or permit the Airframe or any Engine to be operated during the Term except in operations for which Lessee is duly authorized, or to use or permit the Aircraft to be used for a purpose for which the Aircraft is not designed or reasonably suitable. Lessee will not permit the Airframe or any Engine to be maintained, used or operated during the Term in violation of any Applicable Law, or contrary to any manufacturer's operating manuals or instructions. Lessee shall not knowingly permit the Aircraft to be used for the carriage of any persons or property prohibited by Applicable Law, nor shall Lessee permit the Aircraft to be used during the existence of any known defect except in accordance with the FAR. Lessee may carry on the Aircraft on all flights under this Agreement such passengers, baggage, and cargo as Lessee in its sole but reasonable discretion shall determine; provided, however, that the number of passengers on any flight shall in no event exceed the number of seats legally available in the Aircraft, and the total toad carried on any flight, including passengers, crew, baggage, and fuel and oil in such quantities as the Pilot in Command shall determine to be required,.shall not exceed the legally permissible maximum load for the Aircraft. Lessee will abide by and conform to, be responsible for causing and cause others to abide by and conform to, all Applicable Laws now existing or hereafter enacted, that control or in any way affect the operation, use, maintenance, or occupancy of the Aircraft, or the use of any airport by the Aircraft. Lessee agrees to comply with all the requirements of Lessor set forth in the Mortgage. 5.3 Aircraft Leased without Services. The Aircraft is leased by Lessor to Lessee hereunder without any additional services of any kind, and Lessee shall obtain or supply all services and supplies necessary to the operation, maintenance, and storage of the Aircraft. Without limiting the generality of the foregoing, Lessee, at no cost or expense to Lessor, shal1: obtain all fuel, oi~ lubricants, and other services and supplies required for Lessee's operations of the Aircraft; pay the fixed hourly cost of any maintenance service plans that may be in effect with respect to the Aircraft that become due and payable as a result of Lessee's operations of the Aircraft; maintain the Aircraft. or cause the Aircraft to be maintained, in a good and airworthy operating condition and in compliance with all applicable FAR and the Aircraft Operating Manual; ensure that all mechanics assigned to the maintenance of the Aircraft are competent with respect to the type of aircraft, and fully familiar with applicable maintenance and preventative repair programs for the Aircraft's specific type; 20Z7979 6

21 Case Document 526 Filed in TXSB on 07/20/18 Page 21 of store the Aircraft when not in use in an appropriate and adequate indoor facility at the Operating Base; obtain the services of pilots for a11 of Lessee's operations of the Aircraft; ensure that all pilots serving on any flight conducted by Lessee possess current and valid Airline Transport Pilot and First Class Medica] Certificates issued by the FAA, and are fully competent, trained, experienced, and qualified in accordance with Applicable Law and all insurance policies covering the Aircraft; maintain and preserve, or cause to be maintained and preserved, in the English language, all Aircraft Documents in a complete, accurate, and up-to-date manner; and maintain. or cause to be maintained, all insurance required by Section 8 of this Agreement. 5.4 Operational Control. Lessee shaji exercise Operational Control of the Aircraft during all flight operations conducted by Lessee. Further, at all times while the Aircraft is in the possession of Lessee, Lessee shall have exclusive possession, command, and control of the Aircraft, and the pilots of any flight by Lessee shall be under the exclusive command of Lessee. 5.5 Maintenance and Repair. Lessee shall be responsible for the costs and expenses of repairing and maintaining the Aircraft during the tenn of this Lease in accordance with Federal Aviation Regulations, the Mortgage, the manufacturer's approved inspection methods and schedules for the Aircraft, and all applicable airworthiness directives. Lessee shall be solely responsible for keeping the Aircraft fully certified with the applicable governmental authorities, including any and all required inspections. The parties hereby agree that all routine, scheduled and unscheduled maintenance and repairs to the Aircraft (i.e., airframe and engines) shaji be conducted and carried out by FAA certified repair stations, which are approved or operated by the manufacturers of the Aircraft (i.e., airframe and engines) and qualified for such maintenance or repairs. Lessee and its pilots shall be afforded all reasonable access to the Aircraft's maintenance records, programs and schedules (including, any computerized maintenance programs or schedules). 5.6 Authority of Pilot in Command. Notwithstanding that Lessee shall have operational control of the Aircraft during any flight conducted by Lessee, the parties acknowledge that pursuant to Section 91.3 of the FAR, the Pilot in Command of such flight is responsible for, and is obligated and entitled to exercise final authority over, the safe operation of the flight, and the parties agree that the Pilot in Command may, in the exercise of such authority, refuse to commence such flight, tenninate such flight, or take any other flight-related action that, in the judgment of the Pilot in Command, is required to ensure the safety of the Aircraft, the flight crew, the passengers, and any other persons and/or property Right to Inspect. Lessor and/or Lessor's agents shall have the right to inspect the Aircraft or the Aircraft Documents at any reasonable time, upon giving Lessee reasonable notice, to ascertain the condition of the Aircraft and to satisfy. Lessor that the Aircraft is being properly repaired and maintained in accordance with the requirements of this Agreement. All required repairs shall be performed as soon as practicable after such inspection. 5.8 Modification of Ain:raft. Lessee shall not make or pennit to be made any modification, alteration, improvement, or addition to the Aircraft without the express written consent of Lessor, except for those modifications, alterations, improvements, or additions that are necessary to 20Z7979 7