FIRST CHOICE AIRWAYS LIMITED: Charges

An amount equal to us$310,000 or an irrevocable letter of credit in a stated amount equal to the security amount and all insurance proceeds recieved by the lessor.

An amount equal to us$310,000 or an irrevocable letter of credit in a stated amount equal to the security amount and all insurance proceeds received by the lessor.

All its rights title and interest present and future in and to the engines and all technical records and assigns and agrees to assign to the mortgage all rights title and interest present and future to and in all proceeds arising under any and all insurances in respect of all risks of physical loss or damage effected in relation to the engine. See the mortgage charge document for full details.

The claims being any claim against the account bank existing or arising or otherwise aquired by the borrower at any time in the future relating to the accounts or any monies deposited therein or otherwise owing from the account bank in respect thereof. See the mortgage charge document for full details.

By way of first priority legal mortgage all its right title and interest in and to the engine being one cfm international cfm 56-5B3/9 engine with manufacturers serial number 575132 together with the quick change kit and ancilary equipment comprising of nose cowl nozzle centre body and thrust reversers belonging to installed in or appurtenant to the engine any and all appliances instruments or accessories or other equipment or parts of whatever nature from time to time relating to the engine. See the mortgage charge document for full details.

With full title guarantee to the chargee (1) all the right, title and interest, present and future, of the company in and to the insurances (other than the third party liability insurance), including, without limitation, the right to compel performance by the insurers of their obligations in respect of the insurances, and: (2) any proceeds of requisition (whether for title use, hire or otherwise), confiscation, nationalisation, sequestration, detention, forfeiture or any compulsory acquisition whatsoever or seizure of the aircraft or any part thereof.

The owner (a) mortgages to the mortgagee absoultely, all its rights title and interest present and future in and to the engine and all techinical records;. See the mortgage charge document for full details.

The account, all contract rights, claims and privileges in respect of the account all cash, checks money orders and other items of value. See the mortgage charge document for full details.

All its rights title and interests in and to the assigned rights.. See the mortgage charge document for full details.

As security for the payment and discharge of all of the secured obligations the assignor pursuant to the terms and conditions contained in the engine assignment has assigned pledged transferred and set over to the security trustee of all the assignor's rights claims and interest in and under the (I) the engine warranties under the engine product support plan as contained in the general terms agreement,. See the mortgage charge document for full details.

All right title and interest in and to the insurances and proceeds of requisition in respect of the aircraft being the airbus A321 aircraft with manufacturers serial no. 677. see the mortgage charge document for full details.

The benefit of all insurances and any other insurance taken out regarding the engine including all calims and returns of premiums concerning them all amounts received. See the mortgage charge document for full details.

All right title benefit and interest in to and under a master sub-lease agreement dated 9 december 1998 in respect of one boeing 757-200 aircraft manufacturer's serial no. 24235 and all moneys payable under the sub-lease agreement and all other rights and benefits.

All rights title benefit and interest to in and under a master sub-lease agreement dated 9 december 1996 in respect of one boeing 757-200 aircraft manufacturer's serial no. 24017 including all moneys payable under the sub-lease agreement and all other rights and benefits.

All right title benefit and interest to in and under a sub-lease agreement dated 16 december 1997 between the company and canada 3000 airlines limited in respect of one rolls-royce RB211-535 e-4 engine with serial nuber 30597 and all monies payable under the sub-lease agreement. See the mortgage charge document for full details.

All of the company's rights,title,benefit and interest to,in and under a sub-lease agreement dated 9 december 1996 in respect of one boeing 757-200 aircraft with manufacturer's serial number 24017 including all moneys whatsoever payable to or on account ofthe company under the sub-lease agreement and all other rights and benefits whatsoever thereby accruing to the company.

A cash security deposit to be provided by the company upon the terms of the security deposit agreement.

By clause 3.1 of the deed, the company agreed that each bank may, at any time or times on or after the enforcement date (as defined in the inter-creditor agreement) without notice, set off any or all sums of money now or subsequently standing to the credit of the company (including any unmatured deposit or any deposit in respect of which the appropriate call notice has not been given) against all or such part of such indebtedness as such bank may determine (whether presently payable or not).. See the mortgage charge document for full details.

The property charged includes all and any of the contracts or policies of insurance and reinsurance required to be maintained by the assignor under a lease agreement dated 20TH january 1997 between the assignor and the assignee.

The sum of us$ 100,000.

All rights title benefit and interest to in and under a sub-lease agreement dated 9 december 1996 between canada 3000 airlaines limited and the company in respect of one rolls-royce RB211-535 e-4 engine serial no. 30597 including all moneys payable under the sun-lease agreement and all other rights and benefits whatsoever thereunder.

All rights title benefit and interest to in and under a sub-lease agreement dated 9 december 1996 between canada 3000 airlaines limited and the company in respect of one rolls-royce RB211-535 e-4 engine serial no. 30599 including all moneys payable under the sun-lease agreement and all other rights and benefits whatsoever thereunder.

All rights title benefit and interest to in and under a sub-lease agreement dated 9 december 1996 between canada 3000 airlaines limited and the company in respect of one boeing 757-200 aircraft serial no. 24017 including all moneys payable under the sun-lease agreement and all other rights and benefits whatsoever thereunder.

By way of first fixed charge all its right title and interest in and to the security deposit and the maintenance reserves.

All of the company's rights title benefit and interest to and in and under a sub-lease agreement dated 8/12/95. see the mortgage charge document for full details.