Assets of Aerospace Company

Auction Sale of substantially all of assets of MD Helicopters, Inc., et al., (the “Sellers”), including all of each seller’s right, title and interest in and to all of the assets, properties, interests and rights of every nature, kind and description, tangible and intangible of each Seller, other than the Excluded Assets (the “Purchased Assets”), in each case, free and clear of any Liens (other than Permitted Liens). The Purchased Assets shall include the following:

• The Leased Real Property set forth on Schedule 2.1(a), together with any buildings, fixtures and improvements located on or attached to such real property, and all rights arising therefrom, and all tenements, hereditaments, appurtenances and other real property rights appertaining thereto;
• All tangible assets, including machinery, tools, equipment, computers, information management systems (including software and hardware related thereto), telephone systems, supplies and other tangible personal property owned by any Seller, including (i) any such property located at any Leased Real Property, (ii) any such property that is leased to the extent such lease is an Assigned Contract and (iii) any such property on order to be delivered to any Seller;
• All warranties, indemnities or guaranties from any Person with respect to any Purchased Asset, including any item of real property, personal property or equipment;
• All Intellectual Property owned by any Seller, including the Intellectual Property set forth on Schedule 2.1(d) (the “Purchased Intellectual Property”);
• The Seller Plans set forth on Schedule 2.1(e) (the “Assumed Plans”), all funding arrangements related thereto (including all assets, trusts, insurance policies (including, for the avoidance of doubt, any director and officer insurance policy) and administrative service Contracts related thereto), and all rights and obligations thereunder;
• Other than the Excluded Permits, all Permits held by any Seller, including those set forth on Schedule 2.1(f);
• Other than the Retained Cash, all Cash and Cash Equivalents (the “Transferred Cash”);
• All deposits, credits, prepaid expenses, deferred charges, advance payments, refunds, rights of set-off, rights of recovery, security deposits, prepaid items and duties related to the Purchased Assets (including the Assigned Contracts);
• All accounts receivable, notes, negotiable instruments and chattel paper owned or held, together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto, and other amounts receivable from any Person before the Closing;
• All rights and obligations under or arising out of all insurance policies (including, for the avoidance of doubt, all rights of the Sellers under any director and officer insurance policy, if any) relating to any of the Purchased Assets or any of the Assumed Liabilities (including returns and refunds of any premiums paid, or amounts due back to any Seller, with respect to cancelled insurance policies), and all benefits of any nature of any Seller with respect thereto (including any claims of Seller arising under such policies and all credits, premium refunds, proceeds, causes of action or rights thereunder);
• Subject to Section 7.13, all rights against any Person (including (i) customers, suppliers, vendors, lessors, lessees, licensees, licensors of any Seller and (ii) Buyer, its Affiliates or any of its or their respective directors, officers, members, partners, shareholders, managers, advisors or representatives) arising under or related to any Assigned Contract, other Purchased Asset (including any use, ownership, possession, operation, sale or lease thereof) or Assumed Liability or the operation or conduct of the Business, including Proceedings, Claims, counterclaims, defenses, credits, rebates (including any vendor or supplier rebates), demands, allowances, refunds, rights of set off, rights of recovery (including rights to insurance proceeds), rights of subrogation, rights of recoupment, rights under or with respect to express or implied guarantees, warranties, representations, covenants, indemnities, exculpation, advancement, reimbursement of expenses or contract renewal rights and other similar rights, in each case, whether direct or derivative, known or unknown, liquidated or unliquidated, contingent or otherwise; including all rights of any Seller against any current or former directors, officers, members, partners, shareholders, equity holders, managers, advisors or other professionals of such Seller, including any Proceedings and Claims (“D&O Claims”) and all avoidance, recovery, subordination claims or causes of action of any Seller under Chapter 5 of the Bankruptcy Code or any analogous state or federal statutes or common law relating to the Purchased Assets and Assumed Liabilities; provided that neither Buyer, the Designated Purchaser or any Person claiming by or through Buyer or the Designated Purchaser (including by operation of law, sale, assignment, conveyance or otherwise) shall pursue, prosecute, litigate, institute or commence any Proceeding based on, assert, sell, convey, assign or file any Claim that relates to any rights, claims or causes of action transferred under this Section 2.1(k) against any Seller or any of their current or former subsidiaries or any of their respective current or former officers or directors, in each cash other than a Specified Person. Nothing herein shall limit the right of Buyer (or any assignee or transferee thereof) to bring any claims or causes of action against a Specified Person. “Specified Person” shall mean Lynn Tilton, or any other officer, director, employee, manager, advisor or other representative of any Seller who is or has been a director, officer, equityholder, manager, Affiliate, member or representative of Patriarch Partners, LLC or any of its Affiliates (excluding, for purposes of this Section 2.1(k) and Section 7.13, Sellers and their respective current or former subsidiaries). For the avoidance of doubt, the Patriarch Stakeholders and any other Affiliate of Lynn Tilton (other than Sellers and the Zohars) shall be deemed Specified Persons;
• All goodwill related to the Purchased Assets (including the goodwill associated with the Trademarks and other Intellectual Property included in the Purchased Assets);
• The Type Certificates;
• All inventory, including all (i) raw materials, bulk and pan stock, (ii) stores inventory, (iii) work-in process, (iv) aircraft in flow, (v) used Parts, (vi) finished goods, (vii) Aircraft, (viii) Airframe, (ix) Engines and (x) spare Parts (collectively, “Inventory”);
• All Tax refunds, overpayments, credits or other attributes, including (i) with respect to Taxes for any Pre-Closing Tax Period or (ii) with respect to Taxes that are Excluded Liabilities;
• The Assigned Contracts (including, with respect to the Specified Contracts, in accordance with Section 2.5(g)); and
• Other than the Excluded Records, all of each Seller’s current or historical written files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, budgets, forecasts, plans, operating records, safety and environmental reports, data, studies, ledgers, journals, title policies, customer lists, supplier lists, vendor lists, price lists, mailing lists, invoices, shipping records, standard forms of documents, regulatory filings, operating data and plans, research material, technical documentation (design specifications, engineering information, test results, maintenance schedules, functional requirements, operating instructions, logic manuals, processes, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), marketing documentation (catalogs, sales brochures, flyers, pamphlets, web pages, etc.), consulting materials, opinions and other documents commissioned by or on behalf of any Seller, development, quality control, quality assurance, and other regulatory documents, all personnel and employment records for the Transferred Employees or any individual independent contractors of any Seller, and other books and records of any Seller and any rights thereto owned by any Seller, in each case whether stored in hard copy form or on electronic, magnetic, optical or other media, and including any of the foregoing (other than the Excluded Records) that is subject to attorney-client privilege or attorney work-product protection.