{"id":41259,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/repurchase-agreement-raytheon-aircraft-co-and-bank-of-america.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"repurchase-agreement-raytheon-aircraft-co-and-bank-of-america","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/repurchase-agreement-raytheon-aircraft-co-and-bank-of-america.html","title":{"rendered":"Repurchase Agreement &#8211; Raytheon Aircraft Co. and Bank of America NA"},"content":{"rendered":"<pre>                SECOND AMENDED AND RESTATED REPURCHASE AGREEMENT\n\n                  SECOND AMENDED AND RESTATED REPURCHASE AGREEMENT, dated as of\nMarch 8, 2002 (as amended, supplemented or otherwise modified from time to\ntime, the \"Repurchase Agreement\"), made by RAYTHEON AIRCRAFT COMPANY, a Kansas\n           --------------------\ncorporation (together with its successors and assigns permitted herein, \"RAC\"),\n                                                                         ---\nin favor of the Purchasers referred to below and BANK OF AMERICA, N.A., as\nmanaging facility agent (in such capacity, the \"Managing Facility Agent\") for\n                                                -----------------------\nsuch Purchasers.\n\n                              W I T N E S S E T H :\n                              - - - - - - - - - -\n\n                  WHEREAS, pursuant to the Purchase and Sale Agreement,\ndated as of March 20, 1997 (as amended, supplemented or otherwise modified from\ntime to time, the \"1997 Purchase Agreement\"), among Raytheon Aircraft Credit\n                   -----------------------\nCorporation (\"Raytheon Credit\"), as servicer, Raytheon Aircraft Receivables\n              ---------------\nCorporation, as seller, the financial institutions from time to time parties\nthereto, the several co-agents parties thereto, the several agents parties\nthereto and Swiss Bank Corporation, New York Branch (\"SBC\"), RAC entered into\n                                                      ---\nthe Repurchase Agreement, dated as of March 20, 1997 (the \"1997 Repurchase\n                                                           ---------------\nAgreement\") in favor of the purchasers referred to in the 1997 Purchase\n---------\nAgreement and SBC, as administrative agent for such purchasers;\n\n                  WHEREAS, the 1997 Repurchase Agreement was amended and\nrestated by the Amended and Restated Repurchase Agreement, dated as of March\n18, 1999 (the \"Amended and Restated Repurchase Agreement\");\n               -----------------------------------------\n\n                  WHEREAS, the Amended and Restated Repurchase Agreement was\namended by the Reaffirmation of Amended and Restated Repurchase Agreement,\ndated as of March 10, 2000;\n\n                  WHEREAS, the Purchasers desire to continue the obligations\nof RAC under the Amended and Restated Repurchase Agreement, as amended, and RAC\nis willing to continue such obligations and undertake the obligations set forth\nherein;\n\n                  WHEREAS, the 1997 Purchase Agreement has been amended and\nrestated by the Amended and Restated Purchase and Sale Agreement, dated as of\nMarch 18, 1999, the Second Amended and Restated Purchase and Sale Agreement,\ndated as of March 10, 2000 and the Third Amended and Restated Purchase and Sale\nAgreement, dated as of March 9, 2001 and is being amended and restated by the\nFourth Amended and Restated Purchase and Sale Agreement (the \"Purchase\n                                                              --------\nAgreement\"), dated as of March 8, 2002, among Raytheon Aircraft Receivables\n---------\nCorporation, as Seller (the \"Seller\"), Raytheon Credit, as Servicer (the\n                             ------\n\"Servicer\"), the financial institutions and special purpose corporations from\n --------\ntime to time parties to the Purchase Agreement (the \"Purchasers\"), the Managing\n                                                     ----------\nFacility Agent, Bank of America, N.A. and JPMorgan Chase Bank, as\nCo-Administrative Agents for the Purchasers (in such capacity, a \"Co-\n                                                                  ---\n\n\n\n\nAdministrative Agent\"), J.P. Morgan Securities Inc., as Syndication Agent (in\n--------------------\nsuch capacity, the \"Syndication Agent\"), Citibank, N.A., Credit Suisse First\n                    -----------------\nBoston and FleetBoston, as Co-Syndication Agents (in such capacity, a\n                           ---------------------\n\"Co-Syndication Agent\"), and each Administrative Agent party thereto;\n\n                  WHEREAS, it is a condition precedent to the obligations of\nthe Purchasers to make their respective purchases from the Seller under the\nPurchase Agreement that RAC shall have executed and delivered this Repurchase\nAgreement to the Managing Facility Agent for the ratable benefit of the\nPurchasers;\n\n                  WHEREAS, RAC is an indirect subsidiary of Raytheon Company,\nwhich is also the indirect parent of each of the Seller and Raytheon Credit\nand, since Raytheon Credit provides financing for RAC's aircraft inventory\nwhich generates certain Receivables that Raytheon Credit sells to the Seller,\nit is to the advantage of RAC that the Purchasers in turn purchase certain\nReceivables from the Seller thereby ultimately providing Raytheon Credit with\nadditional funds for RAC aircraft inventory financings; and\n\n                  WHEREAS, the parties hereto desire to restate the Amended\nand Restated Repurchase Agreement as so amended, modified or supplemented in\nits entirety;\n\n                  NOW THEREFORE, in consideration of the premises and to\ninduce the Managing Facility Agent and the Purchasers to enter into the\nPurchase Agreement and to induce the Purchasers to make their respective\npurchases from the Seller under the Purchase Agreement, RAC hereby agrees with\nthe Managing Facility Agent, for the ratable benefit of the Purchasers, as\nfollows:\n\n                  1.   Defined Terms. Terms defined in the preamble hereof and\n                       -------------\nthe recitals hereto and terms defined in the Purchase Agreement and used herein\nwithout definition shall have their defined meanings when used herein, and the\nfollowing terms shall have the following meanings:\n\n                  \"Debt\": indebtedness for money borrowed.\n                   ----\n\n                  \"Material Subsidiary\": at any time, a Subsidiary of RAC\n                   -------------------\n          which as of such time meets the definition of a \"significant\n          subsidiary\" as in effect at the Closing Date in Regulation S-X of\n          the Securities and Exchange Commission.\n\n                  \"Principal Property\": (a) RAC's principal office building\n                   ------------------\n          and (b) any manufacturing plant or principal research facility of\n          RAC or any Subsidiary of RAC which is located within the United\n          States of America or Canada, except any such principal office\n          building, plant or facility which the Board of Directors by\n          resolution declares is not of material importance to the total\n          business conducted by RAC and its Subsidiaries as an entirety.\n\n                  \"RAC Repurchase Percentage\": means 90%.\n                   -------------------------\n\n\n\n                                                                             3\n\n                  \"RAC Repurchase Obligation\": as defined in subsection 2(c).\n                   -------------------------\n\n                  2.   RAC Repurchase Obligation.\n                       -------------------------\n\n                  (a) On each Settlement Date (other than a Special Settlement\nDate) RAC agrees to repurchase from the Purchasers, up to the RAC Repurchase\nObligation, all Receivables which became Defaulted Receivables during each\npreceding Settlement Period with respect to which the Seller has not\nsubstituted an Eligible Receivable pursuant to subsection 2.13 of the Purchase\nAgreement, as indicated on the Settlement Statement delivered on the related\nReporting Date. Subject to subsection 2(c) hereof and subsections 2.13,\n2.15(b)(ii) and clause sixth of subsection 2.16(b) of the Purchase Agreement,\n                       -----\nRAC shall repurchase such Defaulted Receivables by depositing into the\nConcentration Account on such Settlement Date cash in an amount equal to the\naggregate Outstanding Balances of the Defaulted Receivables plus, if a Trigger\nAmortization Event has occurred and is continuing, accrued and unpaid interest\nthereon at the rate under the related Contract except to the extent (without\nduplication) of any payment made pursuant to subsection 2.18 of the Purchase\nAgreement for the Settlement Period during which such interest accrued and was\nnot paid by the Obligor under such Contract. The amount of any such deposit\nshall be applied and distributed in accordance with subsections 2.15 and 2.16\nof the Purchase Agreement. If on any Settlement Date the Repurchase Price to be\npaid by RAC for any Defaulted Receivable would cause the RAC Repurchase\nObligation then in effect (determined on such Settlement Date) to be exceeded,\nRAC shall be deemed to acquire only a fractional interest in each Defaulted\nReceivable repurchased on such Settlement Date. The numerator of such fraction\nshall be the RAC Repurchase Obligation then in effect determined on such\nSettlement Date and the denominator thereof shall be the aggregate Repurchase\nPrice for all Defaulted Receivables on such Settlement Date.\n\n                  (b) In the event that a Rating Event occurs and is\ncontinuing, any Net Recoveries received by RAC on account of any Defaulted\nReceivable which neither RAC nor the Guarantor has repurchased shall be\ndeposited into the Cash Collateral Account. In the event that the Amortization\nPeriod ends pursuant to clause (ii) of the definition of such term, any Net\nRecoveries received by RAC after such time on account of any Defaulted\nReceivable which neither RAC nor the Guarantor has repurchased shall be\ndeposited into the Cash Collateral Account. RAC shall make any deposit required\nto be made by this subsection 2(b) within two Business Days after RAC's receipt\nof such Net Recoveries and such deposits shall be applied in accordance with\nsubsections 2.15 and 2.16 of the Purchase Agreement. The obligation of RAC to\ndeposit such Net Recoveries shall survive the termination of this Repurchase\nAgreement.\n\n                  (c) The maximum repurchase obligation of RAC with respect to\nDefaulted Receivables (the \"RAC Repurchase Obligation\") shall be equal to (a)\n                            -------------------------\nat a ny time during the Revolving Period, an amount equal to the RAC Repurchase\nPercentage of the excess of (A) the sum of (i) 25% of the aggregate Unadjusted\nOutstanding Balances of the 25% Repurchase Receivables, (ii) 75% of the\naggregate Unadjusted Outstanding Balances of the 75% Repurchase Receivables and\n(iii) 90% of the aggregate Unadjusted Outstanding Balances of the 90%\nRepurchase Receivables over (B) the amount of any Discount Amount paid and the\n                       ----\namount of any Purchase Discount resulting from the purchase or substitution of\nReceivables during the\n\n\n\n                                                                             4\n\nexistence of a Discount Event, in each case at the time the RAC Repurchase\nObligation is calculated;\n\n          provided that,\n          --------\n\n                       (i) the RAC Repurchase Obligation shall not at any\n                  time decrease below an amount equal to the RAC Repurchase\n                  Percentage of (x) with respect to any Purchaser other than\n                  a Dissenting Purchaser, an amount equal to the greater of\n                  such Purchaser's share of (1) 15% of the maximum aggregate\n                  Outstanding Balances of the Purchased Receivables which\n                  existed at any time during the Revolving Period and (2)\n                  the sum of the Outstanding Balances on the last day of the\n                  Revolving Period of the three Obligors (and all of their\n                  Affiliates) of Purchased Receivables with the largest\n                  aggregate outstanding Principal Balances and (y) with\n                  respect to any Dissenting Purchaser, an amount equal to\n                  the greater of such Purchaser's share of (1) 15% of the\n                  maximum aggregate Outstanding Balances of the sum of the\n                  Purchased Receivables which existed at any time prior to\n                  the date such Purchaser became a Dissenting Purchaser and\n                  (2) the sum of the Outstanding Balances on the day on\n                  which such Purchaser became a Dissenting Purchaser of the\n                  three Obligors (and all of their Affiliates) of Purchased\n                  Receivables with the largest aggregate outstanding Principal\n                  Balances, minus, in each such case, to the extent not already\n                  deducted in calculating such Outstanding Balances, such\n                  Purchaser's allocated share of the amount of any Discount\n                  Amount paid and the amount of any Purchase Discount resulting\n                  from the purchase or substitution of Receivables during the\n                  existence of a Discount Event and\n\n                       (ii) notwithstanding clause (i) immediately above, the\n                  RAC Repurchase Obligation shall not at any time exceed an\n                  amount equal to the RAC Repurchase Percentage of the\n                  Outstanding Purchase Price\n\nor (b) during the Amortization Period, (A) the RAC Repurchase Obligation, as\ncalculated in accordance with clause (a) above, in effect on the last\nSettlement Date prior to the commencement of the Amortization Period minus (B)\n                                                                     -----\nthe aggregate Repurchase Prices of Defaulted Receivables which were repurchased\nby RAC pursuant to subsection 2(a) since the beginning of the Amortization\nPeriod minus (C) amounts deposited by RAC into the RAC Cash Collateral\n       -----\nSub-Account pursuant to subsection 4(b) plus (D) all Net Recoveries received by\n                                        ----\nRAC with respect to such Defaulted Receivables (or portion thereof) so\nrepurchased by RAC since the beginning of the Amortization Period and not\nrequired to be deposited into the Cash Collateral Account pursuant to\nsubsection 2(b).\n\n                  (d) The substitution by the Seller of an Eligible\n                  Receivable for a Defaulted Receivable pursuant to\n                  subsection 2.13 of the Purchase Agreement shall not reduce\n                  the RAC Repurchase Obligation.\n\n                  3.   Certain Actions Following a Rating Event Under the\n                       --------------------------------------------------\nPurchase Agreement. If a Rating Event shall occur and be continuing, then on no\n-------------------\nlater than the twentieth Business Day following such occurrence RAC shall\ndeposit cash into the RAC Cash Collateral Sub-Account in an amount equal to the\nRAC Repurchase Obligation (as of the Settlement Date preceding such\n\n\n\n                                                                             5\n\ndate of deposit). As long as any Rating Event continues, (i) RAC shall deposit\ncash into the RAC Cash Collateral Sub-Account in an amount equal to any\nincremental increase in the RAC Repurchase Obligation resulting from purchases\nof Receivables after the occurrence of such Rating Event immediately after such\nincremental increase and (ii) any amounts deposited in the Cash Collateral\nAccount shall be applied from time to time in accordance with Section 4. If such\nRating Event shall cease to continue, the Managing Facility Agent shall, upon\nwritten request of RAC, withdraw amounts so deposited in the RAC Cash Collateral\nSub-Account and deliver such amounts to RAC (or upon its order).\n\n                  4.   RAC Cash Collateral Sub-Account.\n                       --------------------------------\n                  (a) As provided in the Purchase Agreement, on or before the\nClosing Date there shall be established with and in the name of the Managing\nFacility Agent the Cash Collateral Account which shall be a segregated trust\naccount comprised of two segregated sub-accounts, the Seller Cash Collateral\nSub-Account and the RAC Cash Collateral Sub-Account and which shall be\nmaintained as a cash collateral account subject to the exclusive dominion and\ncontrol of the Managing Facility Agent for the ratable benefit of the\nPurchasers. RAC hereby grants to the Managing Facility Agent for the ratable\nbenefit of the Purchasers a first priority security interest in the Cash\nCollateral Account and all amounts on deposit from time to time therein and all\nincome from the investment of such amounts to secure, in each case, the\nObligations. Funds on deposit from time to time in the RAC Cash Collateral\nSub-Account shall bear interest at the then prevailing rate paid by the\nManaging Facility Agent for deposit accounts with similar amounts on deposit\nfrom time to time. If at any time funds on deposit in the RAC Cash Collateral\nSub-Account are greater than $100,000, the Managing Facility Agent may, but\nshall not be required to, unless it receives a request from RAC, invest funds\non deposit in the RAC Cash Collateral Sub-Account in Cash Equivalents with\nmaturities not later than the next succeeding Settlement Date which is not a\nSpecial Settlement Date (or such other maturities as RAC shall request and the\nManaging Facility Agent shall approve), to the extent such requested Cash\nEquivalents are available for investment. Any investment request by RAC shall\nbe given to the Managing Facility Agent one Business Day prior to the day the\ninvestment is to be made (which shall be a Business Day in New York, New York\nand San Francisco, California) and shall specify the particular Cash\nEquivalents and maturities thereof. Any interest or investment earnings on\namounts in the RAC Cash Collateral Sub-Account or related investments shall be\nretained in the RAC Cash Collateral Sub-Account to be withdrawn in accordance\nwith paragraphs (b), (c) and (d) of this Section 4. Neither the Managing\nFacility Agent nor any Purchaser shall have any responsibility for any such\ninvestment and the Managing Facility Agent shall be permitted to liquidate any\nsuch investment, without liability for any loss occurring by reason of such\nliquidation, to the extent necessary to make payments and distributions under\nthis Repurchase Agreement or the Purchase Agreement. RAC shall have no right to\nwithdraw amounts on deposit from time to time in the Cash Collateral Account.\n\n                  (b) If on any Settlement Date on which RAC is required to\nrepurchase Defaulted Receivables pursuant to Section 2 and fails for any reason\nto repurchase such Defaulted Receivables, whether or not the Seller fails to\nrepurchase such Defaulted Receivables or substitute for such Defaulted\nReceivables under the Purchase Agreement, the Managing Facility Agent may\nwithdraw from amounts on deposit in the RAC Cash Collateral Sub-Account on\naccount of such Defaulted Receivables an amount equal to the lesser of (A) the\nRepurchase Price\n\n\n\n                                                                             6\n\nfor such Defaulted Receivables plus any accrued and unpaid interest thereon\nrequired to be paid by Section 2(a) and (B) the amount then on deposit in the\nRAC Cash Collateral Sub-Account. It is specifically understood and agreed that\namounts on deposit in the RAC Cash Collateral Sub-Account, whether on account\nof 25% Repurchase Receivables, 75% Repurchase Receivables or 90% Repurchase\nReceivables, may be withdrawn as aforesaid on account of any Defaulted\nReceivable, regardless of the RAC Repurchase Percentage associated therewith or\nwhether the Seller's Repurchase Obligation shall be outstanding. Any amounts so\nwithdrawn shall be deposited into the Concentration Account and allocated and\ndistributed pursuant to subsections 2.15 and 2.16 of the Purchase Agreement,\nrespectively. RAC agrees with the Managing Facility Agent and the Purchasers to\ndeposit into the RAC Cash Collateral Sub-Account, without any requirement for\nnotice or demand therefor, the lesser of the amount withdrawn therefrom or the\nsum of the RAC Repurchase Obligation then in effect on the date such withdrawal\nis made, plus interest thereon at a rate per annum equal to the Default Rate\nfor the period from such date of withdrawal to such date of deposit. Deposit of\namounts into the RAC Cash Collateral Sub-Account pursuant to the preceding\nsentence shall, to the extent of such deposit, satisfy RAC's obligation to\nrepurchase such Defaulted Receivables pursuant to Section 2.\n\n                  (c) If the Seller or the Servicer (if then Raytheon Credit or\nany Affiliate thereof) shall fail to make any deposit, payment or transfer of\nfunds required to be made by the Seller or the Servicer under the Purchase\nAgreement or any other document executed and delivered in connection therewith,\nincluding, without limitation, any payment, deposit or transfer of funds or\npayment of any indemnity required to be made pursuant to subsection 2.7(b),\n2.10, 2.11, 2.12, 2.18 or 9.1 of the Purchase Agreement (each such payment,\ndeposit or transfer, a \"Reimbursable Obligation\"), then the Managing Facility\n                        -----------------------\nAgent with the consent of the Majority Purchasers may, in addition to any\nsimilar rights in favor of the Managing Facility Agent hereunder, withdraw from\nthe RAC Cash Collateral Sub-Account on the date such Reimbursable Obligation is\ndue thereunder an amount equal to the lesser of (i) such Reimbursable\nObligation and (ii) the amount then on deposit in the RAC Cash Collateral\nSub-Account. RAC agrees with the Managing Facility Agent and the Purchasers to\ndeposit in the RAC Cash Collateral Sub-Account, without any requirement for\nnotice or demand therefor, the amount withdrawn on the date such withdrawal is\nmade, plus interest thereon at a rate per annum equal to the Default Rate for\nthe period from such date of withdrawal to such date of deposit.\n\n                  (d) No amounts on deposit in the RAC Cash Collateral Sub-\nAccount (including interest or investment earnings) shall be released to RAC\nuntil the Outstanding Purchase Price is reduced to zero and all other amounts\nowing to the Managing Facility Agent or any Purchaser hereunder and under the\nPurchase Agreement are paid in full, provided, that,\n                                     --------  ----\n\n          (i) on each Settlement Date occurring during the continuance of a\n          Rating Event, after giving effect to all collections and\n          distributions on such date, the amounts on deposit in the Cash\n          Collateral Account in excess of the Aggregate Repurchase Obligation\n          on such Settlement Date shall be released pro rata based upon their\n                                                    --- ----\n          respective repurchase obligations, to the Seller and to RAC; and\n\n          (ii) on the Business Day after the date on which the Outstanding\n          Purchase Price is reduced to zero and all other amounts owing to\n          the Managing Facility Agent and the\n\n\n\n                                                                             7\n\n          Purchasers hereunder and under the Purchase Agreement have been paid\n          in full, all amounts on deposit in the RAC Cash Collateral Sub-Account\n          shall be released to RAC.\n\n                  5.   Yield Adjustment. If on any Settlement Date (other than\n                       ----------------\na Special Settlement Date) any Expense Amount is not paid in full on such\nSettlement Date, then on such Settlement Date RAC will pay to the Managing\nFacility Agent for the account of each Purchaser the amounts required to pay\nall such Expense Amounts in full. RAC shall not be obligated to pay pursuant to\nthis Section 5 any Expense Amounts which accrue after the date the Amortization\nPeriod ends; provided that RAC shall remain obligated to pay any Expense Amount\n             --------\nwhich accrued prior to such date (whether or not claimed prior to such date) so\nlong as a claim for such Expense Amount is made prior to the times set forth in\nthe subsection of the Purchase Agreement governing such Expense Amount.\n\n                  6.   Right of Set-off. Upon the occurrence and continuance of\n                       ----------------\na Rating Event or of an Amortization Event of the type described in subsection\n8.1(a), (b), (i) or (j) of the Purchase Agreement, the Managing Facility Agent\nand each Purchaser are hereby irrevocably authorized at any time and from time\nto time without notice to RAC, any such notice being hereby waived by RAC, to\nset off and appropriate and apply any and all deposits (general or special,\ntime or demand, provisional or final), in any currency, and any other credits,\nindebtedness or claims, in any currency, in each case whether direct or\nindirect, absolute or contingent, matured or unmatured, at any time held or\nowing by the Managing Facility Agent or such Purchaser to or for the credit or\nthe account of RAC, or any part thereof in such amounts as the Managing\nFacility Agent or such Purchaser may elect, on account of the liabilities of\nRAC hereunder and claims of every nature and description of the Managing\nFacility Agent or any Purchaser against RAC, whether arising hereunder or under\nthe Purchase Agreement, as the Managing Facility Agent or such Purchaser may\nelect, whether or not the Managing Facility Agent or such Purchaser has made\nany demand for payment and although such liabilities and claims may be\ncontingent or unmatured. The Managing Facility Agent and each Purchaser shall\nnotify RAC promptly of any such set-off made by it and the application made by\nit of the proceeds thereof, provided that the failure to give such notice shall\n                            --------\nnot affect the validity of such set-off and application. The rights of the\nManaging Facility Agent and each Purchaser under this paragraph are in addition\nto other rights and remedies (including, without limitation, other rights of\nset-off) which the Managing Facility Agent or such Purchaser may have.\n\n                  7.   No Subrogation, Etc. RAC, the Managing Facility Agent and\n                       -------------------\nby its acceptance of this Repurchase Agreement and each Purchaser hereby\nacknowledges that this Repurchase Agreement constitutes an agreement to\npurchase and sell receivables and make yield adjustment payments only.\nNotwithstanding anything to the contrary in this Repurchase Agreement, it is\nexpressly understood that RAC has no right to be subrogated to any of the\nrights (whether contractual, under Title 11 of the United States Code,\nincluding Section 509 thereof, under common law or otherwise) of the Managing\nFacility Agent and the Purchasers against the Seller or Raytheon Credit or\nagainst any right of offset of the Managing Facility Agent and the Purchasers\nwith respect to the obligations of the Seller or Raytheon Credit under the\nPurchase Agreement. Furthermore, RAC hereby irrevocably waives all contractual,\ncommon law, statutory or other rights of reimbursement, contribution,\nexoneration or indemnity (or any similar\n\n\n\n                                                                             8\n\nright) from or against Raytheon Credit which may have arisen in connection with\nthis Repurchase Agreement.\n\n                  8. Payments. RAC hereby agrees that the RAC Repurchase\n                     --------\nObligation will be paid to the Managing Facility Agent in immediately available\nfunds without set-off in U.S. Dollars at the office of the Managing Facility\nAgent at the address specified in subsection 11.2 of the Purchase Agreement.\n\n                  9. Representations and Warranties. RAC represents and\n                     ------------------------------\nwarrants to the Managing Facility Agent and the Purchasers that:\n\n                  (a) RAC (i) is a corporation duly organized, validly existing\nand in good standing under the laws of the jurisdiction of its incorporation,\n(ii) has the corporate power and authority and the legal right to own and\noperate its property, to lease the property it operates and to conduct the\nbusiness in which it is currently engaged, (iii) is duly qualified and in good\nstanding under the laws of each jurisdiction where its ownership, lease or\noperation of property or the conduct of its business requires such\nqualification except where the failure so to qualify could not reasonably be\nexpected to have a material adverse effect on the business, operations,\nproperty or financial or other condition of RAC and its consolidated\nSubsidiaries taken as a whole or on the ability of RAC to perform its\nobligations hereunder and (iv) is in compliance with all Requirements of Law\nexcept to the extent that the failure to comply therewith could not, in the\naggregate, reasonably be expected to have a material adverse effect on the\nbusiness, operations, property or financial or other condition of RAC and its\nconsolidated Subsidiaries taken as a whole or on the ability of RAC to perform\nits obligations hereunder;\n\n                  (b) RAC has the corporate power and authority and the legal\nright to execute and deliver, and to perform its obligations under, this\nRepurchase Agreement, and has taken all necessary corporate action to authorize\nits execution, delivery and performance of this Repurchase Agreement;\n\n                  (c) this Repurchase Agreement has been duly executed and\ndelivered on behalf of RAC and this Repurchase Agreement constitutes a legal,\nvalid and binding obligation of RAC enforceable in accordance with its terms,\nexcept as enforceability may be limited by bankruptcy, insolvency,\nreorganization, moratorium or similar laws affecting the enforcement of\ncreditors' rights generally (whether enforcement is sought by proceedings in\nequity or at law);\n\n                  (d) the execution, delivery and performance of this Repurchase\nAgreement will not violate any provision of any Requirement of Law or\nContractual Obligation of RAC or any of its Material Subsidiaries except to the\nextent that such violation could not, in the aggregate, reasonably be expected\nto have a material adverse effect on the business, operations, property or\nfinancial or other condition of RAC and its consolidated Subsidiaries taken as\na whole or on the ability of RAC to perform its obligations hereunder, and will\nnot result in or require the creation or imposition of any Lien on any of the\nproperties or revenues of RAC or any of its Material Subsidiaries pursuant to\nany Requirement of Law or Contractual Obligation of RAC or such Material\nSubsidiary;\n\n\n\n                                                                             9\n\n                  (e) no consent or authorization of, filing with, or other act\nby or in respect of, any arbitrator or Governmental Authority and no consent of\nany other Person (including, without limitation, any stockholder or creditor of\nRAC) is required in connection with the execution, delivery, performance,\nvalidity or enforceability of this Repurchase Agreement;\n\n                  (f) no litigation, investigation or proceeding of or before\nany arbitrator or Governmental Authority is pending or, to the knowledge of\nRAC, threatened by or against RAC or any of its Material Subsidiaries or\nagainst any of their respective properties or revenues (i) with respect to this\nRepurchase Agreement or any of the transactions contemplated hereby or (ii)\nwhich, individually or in the aggregate, could reasonably be expected to have a\nmaterial adverse effect on the business, operations, property or financial or\nother condition of RAC and its consolidated Subsidiaries taken as a whole or on\nthe ability of RAC to perform its obligations hereunder; and\n\n                  (g) no tax Lien has been filed, and, to the knowledge of RAC,\nno claim is being asserted, with respect to any such tax, fee or other charge\nwhich could reasonably be expected to have a material adverse effect on the\nbusiness, operations, property or financial or other condition of RAC and its\nconsolidated Subsidiaries taken as a whole or on the ability of RAC to perform\nits obligations hereunder.\n\n                  RAC agrees that the foregoing representations and warranties\nshall be deemed to have been made by RAC on each date required by subsection\n5.2(a) of the Purchase Agreement.\n\n                  10.  Covenants. RAC hereby agrees that it shall and (except in\n                       ---------\nthe case of paragraphs (a), (b), (c), (i)(1) and (j) below) shall cause each of\nits Material Subsidiaries to:\n\n                  (a) Promptly give notice to the Managing Facility Agent and\neach Purchaser of (i) the occurrence of any Amortization Event or Ineligibility\nEvent of which it has knowledge and (ii) of any Rating Event, Discount Event or\nRemittance Event.\n\n                  (b) At its own expense, timely and fully perform and comply\nwith, and enforce and defend, or, with respect to Affiliate Receivables, cause\nthe related Affiliate Obligor to perform and comply with and enforce and\ndefend, all material provisions, covenants and other promises (which promises\nare required to be observed by it) under the Contracts (other than the payment\nby such Affiliate Obligor of the principal of and interest on the promissory\nnote included in such Contract) and with respect to the Financed Aircraft\nrelated to the Purchased Receivables; and defend the right, title and interest\nof the Managing Facility Agent and each Purchaser in and to such Purchased\nReceivable, the Collections with respect thereto and the related Contract and\nFinanced Aircraft against the claims and demands of any Persons whomsoever\n(other than of the Managing Facility Agent or any Purchaser).\n\n                  (c) Not convey, sell, lease, assign, transfer or otherwise\ndispose of all or substantially all the property, business or assets of RAC to\nany Person or Persons unless such Person or Persons delivers a written\nassumption of RAC's obligations under this Repurchase Agreement (which\nassumption shall not release RAC hereunder) and a legal opinion with respect\nthereto, all satisfactory in form and substance to the Managing Facility Agent\nand its counsel.\n\n\n\n                                                                             10\n\n          (i) Not issue, assume or guarantee any Debt on or after the date\n          hereof, if such Debt is secured by a mortgage, pledge, security\n          interest or lien (any mortgage, pledge, security interest or lien\n          being hereinafter in this subsection 10(d) referred to as a\n          \"mortgage\" or \"mortgages\") upon any Principal Property, or any\n          shares of stock or indebtedness of any Subsidiary, whether now\n          owned or hereafter acquired, without in any such case effectively\n          providing, concurrently with the issuance, assumption or guarantee\n          of any such Debt, that this Repurchase Agreement (together with, if\n          RAC shall so determine, any other indebtedness of or guaranteed by\n          RAC or such Subsidiary ranking equally with this Repurchase\n          Agreement and then existing or thereafter created) shall be secured\n          equally and ratably with (or prior to) such Debt; provided however,\n                                                            -------- -------\n          that the foregoing restriction shall not apply to:\n\n                       (A) mortgages on any Principal Property, shares of stock\n                  or indebtedness of any corporation existing at the time such\n                  corporation becomes a Subsidiary;\n\n                       (B) mortgages on any Principal Property acquired,\n                  constructed or improved by RAC or any Subsidiary after\n                  the date hereof which are created or assumed\n                  contemporaneously with, or within 90 days after, such\n                  acquisition, construction or improvement to secure or\n                  provide for the payment of the purchase price of such\n                  property or the cost of such construction or improvement\n                  incurred after the date hereof, or, in addition to\n                  mortgages contemplated by clause (C) below, mortgages on\n                  any Principal Property existing at the time of acquisition\n                  thereof; provided, however, that in the case of any such\n                           --------  -------\n                  acquisition, construction or improvement the mortgage\n                  shall not apply to any property theretofore owned by RAC\n                  or any Subsidiary, other than, in the case of any such\n                  construction or improvement, any theretofore unimproved\n                  real property on which the property so constructed, or the\n                  improvement, is located;\n\n                       (C) mortgages on any Principal Property or shares of\n                  stock or indebtedness acquired from a corporation which is\n                  merged with or into RAC or a Subsidiary;\n\n                       (D) mortgages to secure Debt of a Subsidiary to RAC or to\n                  another Subsidiary; and\n\n                       (E) any extension, renewal or replacement (or successive\n                  extensions, renewals or replacements), in whole or in\n                  part, of any mortgage referred to in the foregoing clauses\n                  (A) to (D) inclusive; provided, however, that the\n                                        --------  -------\n                  principal amount of Debt secured thereby shall not exceed\n                  the principal amount of Debt so secured at the time of\n                  such extension, renewal or replacement and that such\n                  extension, renewal or replacement shall be applicable only\n                  to all or a part of the property which secured the\n                  mortgage extended, renewed or replaced (plus improvements\n                  on the property).\n\n\n\n                                                                             11\n\n          (ii) RAC will not, nor will it permit any Subsidiary to merge or\n          consolidate with another corporation, or sell all or substantially\n          all of its assets to another corporation for a consideration other\n          than the fair market value thereof which consideration shall\n          consist of liquid assets (which shall have a fair market value\n          readily determinable by an independent source), (x) unless, in the\n          case of a merger or consolidation of RAC or a sale by RAC of\n          substantially all of its assets, the successor or purchasing\n          corporation, as applicable, has assumed all of the obligations of\n          RAC hereunder and (y) if such other corporation has outstanding\n          obligations secured by a mortgage which, after such merger,\n          consolidation or sale would extend to any of the assets owned by\n          RAC or such Subsidiary immediately prior to such merger,\n          consolidation or sale unless, prior to such merger, consolidation\n          or sale, RAC or such Subsidiary shall have effectively provided\n          that this Repurchase Agreement (together with, if RAC or such\n          Subsidiary shall so determine, any other Debt, indebtedness or\n          liability issued, assumed or guaranteed by RAC or such Subsidiary,\n          whether then existing or thereafter created) shall be secured by a\n          mortgage, the lien of which, upon completion of said merger,\n          consolidation or sale, will rank prior to the lien of such mortgage\n          of such other corporation on all assets owned by RAC or such\n          Subsidiary immediately prior to such merger, consolidation or sale,\n          which, upon completion of such merger, consolidation or sale, will\n          be subjected to the lien of such mortgage of such other corporation.\n\n          (iii) In the event that RAC shall enter into any indenture or other\n          agreement or instrument relating to the issuance of Debt\n          (collectively, referred to herein as an \"indenture\") and the\n                                                   ---------\n          provisions of any such indenture with respect to restrictions on\n          Liens permitted to be created or to exist on any of RAC's property\n          or the granting of equal and ratable security interests\n          (collectively, the \"Lien Provisions\") are more restrictive on RAC\n                              ---------------\n          than this subsection 10(d), then without any action by any Person,\n          the Lien Provisions shall be deemed to be incorporated by reference\n          in the provisions of this subsection 10(d) with the obligations\n          under this Repurchase Agreement constituting the \"Debt\" for\n          purposes of such Lien Provision.\n\n                  (d) Not enter into any material transaction with any\nAffiliate (other than a Subsidiary of Raytheon), including, without limitation,\nany purchase, sale, lease or exchange of property or the rendering of any\nservice, unless any such transaction is upon fair and reasonable terms no less\nfavorable to RAC or such Material Subsidiary, as the case may be, than it would\nobtain in a comparable arm's length transaction with a Person not an Affiliate.\n\n                  (e) Pay, discharge or otherwise satisfy at or before maturity\nor before they become delinquent, as the case may be, all obligations of\nwhatever nature which are material to the business, operations, property or\nfinancial or other condition of RAC and its consolidated Subsidiaries taken as\na whole, except where the amount or validity thereof is currently being\ncontested in good faith by appropriate proceedings and reserves in conformity\nwith GAAP with respect thereto have been provided on the books of RAC and its\nconsolidated Subsidiaries taken as a whole.\n\n                  (f) Comply, and cause each Affiliate Obligor to comply, in all\nrespects with all applicable Requirements of Law and all Contractual\nObligations with respect to it, its business\n\n\n\n                                                                             12\n\nand properties and all Purchased Receivables and the related Contracts and\nFinanced Aircraft except to the extent that the failure to comply therewith\ncould not, in the aggregate, reasonably be expected to have a material adverse\neffect on the business, operations, property or financial or other condition of\nRAC and its consolidated Subsidiaries taken as a whole or on the ability of RAC\nto perform its obligations hereunder.\n\n                  (g) Maintain with financially sound and reputable insurance\ncompanies insurance on all its property in at least such amounts and against at\nleast such risks as are usually insured against in the same general area by\ncompanies engaged in the same or a similar business; and furnish to the\nManaging Facility Agent, upon written request of any Purchaser, a schedule of\ninsurance then in force setting forth (1) the type of coverage, (2) the names\nof the insurance carriers, (3) policy numbers, (4) the amount and type of\ncoverage and (5) the term of each policy, together with a certificate or\ncertificates of insurance.\n\n                  (h) Permit representatives of the Managing Facility Agent or\nany Purchaser (1) to visit and inspect any of its properties and examine and\nmake abstracts from any books and records of RAC with respect to the\ntransactions contemplated by the Purchase Documents at any reasonable time and\nas often as may reasonably be necessary and (2) to discuss the business,\noperations, properties and financial and other condition of RAC and its\nMaterial Subsidiaries with officers of RAC having knowledge of such matters and\nwith its independent certified public accountants; provided that any\n                                                   --------\ninformation, records and materials obtained by the Managing Facility Agent or\nany Purchaser pursuant to this section 10(h) shall be used by the Managing\nFacility Agent or such Purchaser solely in connection with its participation in\nthe transactions contemplated by the Purchase Documents (including pursuant to\nsubsection 11.6(b) and (c) of the Purchase Agreement) and shall be treated as\nconfidential by the Managing Facility Agent or such Purchaser in accordance\nwith Section 11.22 of the Purchase Agreement.\n\n                  11.  Severability. Any provision of this Repurchase Agreement\n                       ------------\nwhich is prohibited or unenforceable in any jurisdiction shall, as to such\njurisdiction, be ineffective to the extent of such prohibition or\nunenforceability without invalidating the remaining provisions hereof, and any\nsuch prohibition or unenforceability in any jurisdiction shall not invalidate\nor render unenforceable such provision in any other jurisdiction.\n\n                  12.  Section Headings. The section headings used in this\n                       ----------------\nRepurchase Agreement are for convenience of reference only and are not to\naffect the construction hereof or be taken into consideration in the\ninterpretation hereof.\n\n                  13.  No Waiver; Cumulative Remedies. Neither the Managing\n                       ------------------------------\nFacility Agent nor any Purchaser shall by any act (except by a written\ninstrument pursuant to Section 14 hereof), delay, indulgence, omission or\notherwise be deemed to have waived any right or remedy hereunder or to have\nacquiesced in any default or Amortization Event, Ineligibility Event,\nRemittance Event, Discount Event or Rating Event, or in any breach of any of\nthe terms and conditions hereof. No failure to exercise, nor any delay in\nexercising, on the part of the Managing Facility Agent or any Purchaser, any\nright, power or privilege hereunder shall operate as a waiver thereof. No single\nor partial exercise of any right, power or privilege hereunder shall preclude\nany other or further exercise thereof or the exercise of any other right, power\nor\n\n\n\n                                                                             13\n\nprivilege. A waiver by the Managing Facility Agent or any Purchaser of any\nright or remedy hereunder on any one occasion shall not be construed as a bar\nto any right or remedy which the Managing Facility Agent or such Purchaser\nwould otherwise have on any future occasion. The rights and remedies herein\nprovided are cumulative, may be exercised singly or concurrently and are not\nexclusive of any rights or remedies provided by law.\n\n                  14.  Waivers and Amendments; Successors and Assigns. None of\n                       ----------------------------------------------\nthe terms or provisions of this Repurchase Agreement may be waived, amended,\nsupplemented or otherwise modified except by a written instrument executed by\nRAC and the Managing Facility Agent in accordance with the Purchase Agreement.\nThis Repurchase Agreement shall be binding upon the successors and assigns of\nRAC and shall inure to the benefit of the Managing Facility Agent and the\nPurchasers and their successors and assigns.\n\n                  15.  GOVERNING LAW. THIS REPURCHASE AGREEMENT AND THE\n                       -------------\nOBLIGATIONS OF RAC HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND\nINTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.\n\n                  16.  Notices. All notices by the Managing Facility Agent to\n                       -------\nRAC hereunder to be effective shall be in writing (including by telecopy or\ntelex), and shall be deemed to have been duly given or made (a) when delivered\nby hand, (b) in the case of mail, three Business Days after deposit in the\nmail, postage prepaid, (c) in the case of telecopy notice, when received, or\n(d) in the case of telex notice, when sent, answerback received, addressed to\nRAC at its address or transmission number set forth under its signature below.\nRAC may change its address and transmission numbers by written notice to the\nManaging Facility Agent.\n\n                  17.  Authority of Managing Facility Agent. RAC acknowledges\n                       ------------------------------------\nthat the rights and responsibilities of the Managing Facility Agent under this\nRepurchase Agreement with respect to any action taken by the Managing Facility\nAgent or the exercise or non-exercise by the Managing Facility Agent of any\noption, right, request, judgment or other right or remedy provided for herein\nor resulting or arising out of this Repurchase Agreement shall, as between the\nManaging Facility Agent and the Purchasers, be governed by the Purchase\nAgreement and by such other agreements with respect thereto as may exist from\ntime to time among them, but, as between the Managing Facility Agent and RAC,\nthe Managing Facility Agent shall be conclusively presumed to be acting as\nagent for the Purchasers with full and valid authority so to act or refrain\nfrom acting, and RAC shall not be under any obligation, or entitlement, to make\nany inquiry respecting such authority.\n\n                  18. Waiver. Each of the Managing Facility Agent and, by its\n                      ------\nacceptance of this Repurchase Agreement, each Purchaser hereby irrevocably and\nunconditionally waives, to the maximum extent not prohibited by law, any right\nthe Managing Facility Agent or such Purchaser may have to claim or recover in\nany legal action or proceeding relating to this Repurchase Agreement any\nspecial, exemplary, punitive or consequential damages; provided that the waiver\n                                                       --------\ncontained in this Section 18 shall not extend to any right to claim or recover\nfrom RAC any special, exemplary, punitive or consequential damages for which\nthe Managing\n\n\n\n                                                                             14\n\nFacility Agent or any Purchaser is liable to any Person (other than an\nAffiliate of the Managing Facility Agent or such Purchaser).\n\n                  19.  Acknowledgements. RAC hereby acknowledges with respect to\n                       ----------------\nthe transactions contemplated by the Purchase Documents that:\n\n                  (a) it has been advised by counsel in the negotiation,\nexecution and delivery of this Repurchase Agreement;\n\n                  (b) neither the Managing Facility Agent nor any Purchaser has\nany fiduciary relationship to RAC or the Seller and the relationship between\nthe Managing Facility Agent and the Purchasers, on the one hand, and RAC or the\nSeller, on the other hand, is solely that of debtor and creditor; and\n\n                  (c) no joint venture exists among the Purchasers, among the\nSeller, the Managing Facility Agent and the Purchasers or among RAC, the\nManaging Facility Agent and the Purchasers.\n\n                  20.  WAIVERS OF JURY TRIAL. RAC AND, BY THEIR ACCEPTANCE\n                       ---------------------\nHEREOF, THE MANAGING FACILITY AGENT AND THE PURCHASERS HEREBY IRREVOCABLY AND\nUNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING\nTO THIS REPURCHASE AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.\n\n                  21.  Submission To Jurisdiction; Waivers. RAC hereby\n                       ------------------------------------\nirrevocably and unconditionally:\n\n                  (a) submits for itself and its property in any legal action or\nproceeding relating to this Repurchase Agreement, or for recognition and\nenforcement of any judgment in respect thereof, to the non-exclusive general\njurisdiction of the courts of the State of New York, the courts of the United\nStates of America for the Southern District of New York, and appellate courts\nfrom any thereof;\n\n                  (b) consents that any such action or proceeding may be brought\nin such courts and waives any objection that it may now or thereafter have to\nthe venue of any such action or proceeding in any such court or that such\naction or proceeding was brought in an inconvenient court and agrees not to\nplead or claim the same;\n\n                  (c) agrees that service of process in any such action or\nproceeding may be effected by mailing a copy thereof by registered or certified\nmail (or any substantially similar form of mail), postage prepaid, to it at its\naddress set forth below its signature hereto or at such other address of which\nthe Managing Facility Agent shall have been notified pursuant hereto;\n\n                  (d) agrees that nothing herein shall affect the right to\neffect service of process in any other manner permitted by law or shall limit\nthe right to sue in any other jurisdiction; and\n\n\n\n                                                                             15\n\n                  (e) waives, to the maximum extent not prohibited by law, any\nright it may have to claim or recover in any legal action or proceeding\nreferred to in this subsection any special, exemplary, punitive or\nconsequential damages.\n\n                  22.  Travel Air Performance Guarantee. (a) RAC agrees with the\n                       --------------------------------\nManaging Facility Agent for the ratable benefit of the Managing Facility Agent\nand the Purchasers that RAC will cause Travel Air duly and punctually to\nperform and observe all of its terms, conditions, covenants, agreements and\nindemnities under the Travel Air Contracts executed and outstanding with any\nObligor(s) under a Travel Air Receivable that is a Purchased Receivable, and\nany other document executed and delivered by Travel Air in connection therewith\nor related thereto (including any agreement between Travel Air and the Seller\nor the Servicer relating to Travel Air's obligations upon a default by an\nObligor under a Purchased Travel Air Receivable; collectively, the \"Travel Air\n                                                                    ----------\nDocuments\"), strictly in accordance with the terms thereof, and that if for any\n---------\nreason whatsoever Travel Air shall fail so to perform and observe the terms,\nconditions, covenants, agreements and indemnities referred to above, RAC will\nduly and punctually perform and observe the same (the obligations in this\nsubsection 22(a), collectively, the \"Performance Guarantee\").\n                                     ---------------------\n\n                  (b) RAC shall remain obligated hereunder notwithstanding that,\nwithout any reservation of rights against RAC, and without notice to or further\nassent by RAC, any demand for performance or observance under the Travel Air\nDocuments or any Travel Air Receivable made by the Managing Facility Agent or\nany Purchaser may be rescinded by the Managing Facility Agent or such\nPurchaser, and any of the obligations of Travel Air or any Obligor(s),\nrespectively, thereunder may be continued, and the obligations of Travel Air\nunder the Travel Air Documents and of the Obligor(s) under any Travel Air\nReceivables or the liability of any other party upon or for any part thereof,\nor any collateral security or guarantee therefor or right of offset with\nrespect thereto, may, from time to time, in whole or in part, be renewed,\nextended, amended, modified, accelerated, compromised, waived, surrendered or\nreleased by the Managing Facility Agent or any Purchaser, and the Purchase\nAgreement, the Guarantee, any other Purchase Document or any other documents\nexecuted and delivered in connection therewith may be amended, modified,\nsupplemented or terminated, in whole or in part, as the Purchasers (or the\nRequired Purchasers, as the case may be) may deem advisable from time to time.\n\n                  (c) RAC waives any and all notice of the creation, renewal,\nextension or accrual of any of the obligations of Travel Air under the Travel\nAir Documents and notice of or proof of reliance by the Managing Facility Agent\nor any Purchaser upon the Performance Guarantee or acceptance of the\nPerformance Guarantee; the obligations of the Purchasers under the Purchase\nAgreement shall conclusively be deemed to have been created, contracted or\nincurred in reliance upon the Performance Guarantee; and all dealings between\nTravel Air and RAC, on the one hand, and the Managing Facility Agent and the\nPurchasers, on the other, shall likewise be conclusively presumed to have been\nhad or consummated in reliance upon the Performance Guarantee. RAC waives\ndiligence, presentment, protest, demand for payment and notice of default or\nnonpayment to or upon Travel Air or RAC with respect to the obligations of\nTravel Air under the Travel Air Documents. The Performance Guarantee shall be\nconstrued as a continuing, absolute and unconditional guarantee without regard\nto (1) the validity or enforceability of the Travel Air Documents, the Purchase\nAgreement, the Guarantee, the\n\n\n\n                                                                             16\n\nAssignments, the FAA Assignments, the Foreign Assignments, the Bailment\nAgreement or any other document or instrument executed in connection with any\nof the foregoing documents, any of the Obligations or any collateral security\ntherefor or guarantee or right of offset with respect thereto at any time or\nfrom time to time held by the Managing Facility Agent or any Purchaser, (2) any\ndefense which relates, directly or indirectly, to the matters covered by the\nrepresentations and warranties set forth in Section 4 of the Purchase Agreement\nor Section 9 of this Repurchase Agreement or set-off which in either case may\nat any time be available to or be asserted by Travel Air or RAC against the\nManaging Facility Agent or any Purchaser, or (3) any other circumstance\nwhatsoever (with or without notice to or knowledge of Travel Air or RAC) which\nconstitutes, or might be construed to constitute, an equitable or legal\ndischarge of Travel Air or RAC for the obligations of Travel Air under the\nTravel Air Documents, or of RAC under the Performance Guarantee, in bankruptcy\nor in any other instance; provided that this clause (c) shall not prevent RAC\n                          --------\nfrom being discharged from its obligations under the Performance Guarantee\npursuant to confirmation of a plan of reorganization under Chapter 11 of the\nUnited States Code in a case in which RAC is the debtor. When the Managing\nFacility Agent or any Purchaser is pursuing its rights and remedies hereunder\nagainst RAC, the Managing Facility Agent or such Purchaser may, but shall be\nunder no obligation to, pursue such rights and remedies as it may have against\nTravel Air or RAC or any other Person or against any collateral security or\nguarantee for the obligations of Travel Air under the Travel Air Documents or\nany right of offset with respect thereto, and any failure by the Managing\nFacility Agent or any Purchaser to pursue such other rights or remedies or to\ncollect any payments from Travel Air or RAC or any such other Person or to\nrealize upon any such collateral security or guarantee or to exercise any such\nright of offset, or any release of Travel Air or RAC or any such other Person\nor of any such collateral security, guarantee or right of offset, shall not\nrelieve RAC of any liability hereunder, and shall not impair or affect the\nrights and remedies, whether express, implied or available as a matter of law,\nof the Managing Facility Agent and the Purchasers against RAC.\n\n                  (d) The Performance Guarantee shall continue to be effective,\nor be reinstated, as the case may be, if at any time payment, or any part\nthereof, of any of the obligations of Travel Air under the Travel Air Documents\nis rescinded or must otherwise be restored or returned by the Managing Facility\nAgent or any Purchaser upon the insolvency, bankruptcy, dissolution,\nliquidation or reorganization of Travel Air or RAC or upon or as a result of\nthe appointment of a receiver, intervenor or conservator of, or trustee or\nsimilar officer for, Travel Air or RAC or any substantial part of its property,\nor otherwise, all as though such payments had not been made.\n\n                  (e) Notwithstanding anything to the contrary in this Section\n22, RAC hereby irrevocably waives all rights which may have arisen in\nconnection with this Performance Guarantee to be subrogated to any of the\nrights (whether contractual, under Title 11 of the United States Code,\nincluding Section 509 thereof, under common law or otherwise) of the Managing\nFacility Agent and the Purchasers against Travel Air or against any right of\noffset of the Managing Facility Agent and the Purchasers with respect to the\nobligations of Travel Air under the Travel Air Documents. RAC hereby further\nirrevocably waives all contractual, common law, statutory or other rights of\nreimbursement, contribution, exoneration or indemnity (or any similar right)\nfrom or against Travel Air or any other Person which may have arisen in\nconnection with this Performance Guarantee. The provisions of this subsection\n22(e) shall survive the termination of the Purchase Agreement and the payment\nin full of the Obligations; provided that\n                            --------\n\n\n\n                                                                             17\n\nthe foregoing waiver shall be of no force and effect 370 days following the\ntermination of the Purchase Agreement and the payment in full of the\nObligations but only if during such 370-day period none of the Seller, the\nServicer or RAC shall have commenced or have commenced against it a bankruptcy\nproceeding under Title 11 of the United States Code.\n\n                  23. Amendment and Restatement of Purchase and Sale Agreement.\n                      --------------------------------------------------------\nRAC hereby consents to the amendments to the Third Amended and Restated\nPurchase and Sale Agreement and to the execution of the Purchase Agreement by\nRaytheon Credit and the Seller.\n\n\n\n                  IN WITNESS WHEREOF, RAC has caused this Repurchase\nAgreement to be duly executed and delivered in New York, New York by its proper\nand duly authorized officer as of the day and year first above written.\n\n                                                  RAYTHEON AIRCRAFT COMPANY\n\n                                                  By:   ________________________\n                                                        Name:\n                                                        Title:\n\n                                                  Address for Notices:\n\n                                                  Raytheon Aircraft Company\n                                                  9709 East Central\n                                                  Wichita, Kansas 67206\n\n                                                  Attention:\n                                                  Telecopy:\n\nAcknowledged By:\n\nBANK OF AMERICA, N.A.,\n as Managing Facility Agent\n\nBy:   __________________________\n      Name:\n      Title:\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8652],"corporate_contracts_industries":[9476],"corporate_contracts_types":[9564,9560],"class_list":["post-41259","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-raytheon-co","corporate_contracts_industries-aerospace__space","corporate_contracts_types-finance__factor","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41259","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41259"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41259"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41259"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41259"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}