Assets of Helicopter Leasing Business

Sale of assets of Waypoint Leasing Holdings Ltd. Which includes:

1. to the maximum extent permitted by the Bankruptcy Code, all of the Seller Parties’ right, title and interest (including the leasehold interests) in the real property leases listed on Schedule 2.02(a)(i) (collectively, the “Transferred Leases”), together with allimprovements, facilities, fixtures and appurtenances thereto and all rights in respect thereof (the “Transferred Leased Real Property”), and all servitudes, easements, rights-of-way, other surface use agreements and water use agreements related thereto and all rights in respect thereof (including all options and rights of first refusal) and all tenements, hereditaments, appurtenances and other property rights appertaining thereto;
2. (ii) to the maximum extent permitted by the Bankruptcy Code, other than any Excluded Assets, all rights under (A) the Contracts set forth on Schedule 2.02(a)(ii)(A) and (B) the Intellectual Property and Technology licenses set forth on Schedule 2.02(a)(ii)(B) (collectively with the Transferred Leases, the “Transferred Contracts”);
3. the Aircraft and the Aircraft Leases (and Related Aircraft Documents);
4. to the maximum extent permitted by the Bankruptcy Code or applicable Law, all Permits, including Environmental Permits (the “Transferred Permits”);
5. to the extent transferrable or assignable, all non-Cash deposits (including all non-Cash deposits issued or delivered by lessees under the Transferred Contracts, and all other non-Cash maintenance deposits, customer deposits and security deposits for rent, electricity, telephone or otherwise) that have been prepaid by any Seller Party, other than any deposits paid in connection with or relating to any Excluded Assets;
6. all rights of any Seller Party under non-disclosure or confidentiality, non-compete or non-solicitation agreements with current and former employees and agents of any Seller Party or with third parties related to the Transferred Assets or the Business (or any portion thereof);
7. all rights of any Seller Party under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent relating to products sold, or services provided, to any Seller Party or to the extent affecting any Transferred Assets, to the extent assignable, other than any warranties, representations and guarantees pertaining primarily to any Excluded Assets or rights and defenses pertaining primarily toany Excluded Liabilities;
8. to the maximum extent permitted by the Bankruptcy Code or applicable Law, all Business Intellectual Property (and the right to sue and bring claims or causes of action for infringement, misappropriation or violation thereof to the extent such infringement, misappropriation or violation occurs prior to the Closing Date) and Business Technology;
9. all Assumed Employee Plans and all rights and assets relating to any Assumed Employee Plan;
10. the Transferred Books and Records;
11. all personal property and interests therein, including furniture, furnishings, office equipment, communications equipment, vehicles, and other tangible personal property (including rights, if any, in any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person);
12. all inventory wherever located, including packaging, supplies, tooling and parts, whether held at any location or facility of any Seller Party or in transit to any Seller Party, in each case, as of the Closing Date;
13. the assets listed on Schedule 2.02(a)(xiii);
14. subject to Section 7.04(d), to the extent transferrable, all Insurance Policies set forth on Schedule 2.02(a)(xiv) (the “Transferred Insurance Policies”) and all rights of any nature with respect to any such Insurance Policies, including subject to Section 2.02(a)(xv), any recoveries thereunder attributable to the post- Closing period and any rights to assert claims seeking any such recoveries;
15. all insurance proceeds received by the Seller Parties under any Insurance Policy, or under any insurance policy maintained by an Aircraft Lessee or a maintenance provider or storage facility provider, in each case, of the Seller Parties in respect of any damage to or loss of any Aircraft as a result of events or circumstances occurring prior to the Closing Date and regardless of whether such damage has resulted in such Aircraft being declared a total loss (to the extent such proceeds have not been applied to repair or restore such damage or loss);
16. goodwill of the Business as a going concern;
17. all accounts receivable other than those Excluded Assets described under Section 2.02(b)(iii); and
18. other than any Excluded Assets, all other assets or rights of every kind and description related to the Business, wherever located, whether real, personal or mixed, tangible or intangible, that are owned by a Seller Party.