Exhibit 99.2
SCHEDULE I
The following documents (hereinafter collectively referred to as the “Aircraft-Specific Documents”) have been filed with this Current Report on Form 8-K as form documents:
| a. | Form of Participation Agreement N[_____], dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent (filed as Exhibit 4.3); and |
| b. | Form of Trust Indenture and Mortgage N[_____], dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee (filed as Exhibit 4.4). |
The corresponding documents with respect to the aircraft listed below are substantially identical in all material respects to the Aircraft-Specific Documents, with the following exceptions: (1) conforming changes have been made to reflect the appropriate United States registration number of the aircraft (e.g., N800UP, N499TM and N102VR) and the appropriate manufacturer, aircraft type, manufacturer’s serial number of the airframe, manufacturer’s serial number of the engines and manufacturer’s serial number of propellers (if applicable based on the aircraft type); and (2) the descriptions, including original principal amount, maturity date and amortization profile, of the equipment notes differ based on the aircraft type and age of the individual aircraft. The aircraft listed below have been categorized by manufacturer, type and tail number for ease of reference.
Beechcraft Corp. B300 Aircraft
| a. | Participation Agreement N800UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N800UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N801UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N801UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N802UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N802UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N804UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N804UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N805UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N805UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N806UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N806UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N807UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N807UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N808UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N808UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N817UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N817UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N820UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N820UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N821UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N821UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N822UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N822UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N823UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N823UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N824UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N824UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N825UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N825UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N826UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N826UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N827UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N827UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N828UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N828UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N829UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N829UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N830UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N830UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N831UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N831UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N832UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N832UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N833UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N833UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N834UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N834UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N835UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N835UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N836UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N836UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N837UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N837UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N838UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N838UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N839UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N839UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N841UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N841UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N842UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N842UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N843UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N843UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N847UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N847UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N848UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N848UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N849UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N849UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Textron Aviation Inc. King Air B300 Aircraft
| a. | Participation Agreement N850UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N850UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N853UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N853UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N854UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N854UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N855UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N855UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N856UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N856UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N857P, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N857UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N858UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N858UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N859UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N859UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N860UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N860UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N861UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N861UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N862UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N862UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N863UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N863UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N864UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N864UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N865UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N865UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N867UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N867UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N868UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N868UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N869UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N869UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N870UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N870UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N871UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N871UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N872UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N872UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N873UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N873UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N874UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N874UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N875UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N875UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N876UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N876UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N879UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N879UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N880UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N880UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N881UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N881UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N882UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N882UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N883UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N883UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N884UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N884UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N885UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N885UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N886UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N886UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N889UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N889UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N890UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N890UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N891UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N891UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N892UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N892UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N893UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N893UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
Hawker Beechcraft Corp. 400A Aircraft
| a. | Participation Agreement N43XP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N43XP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N445CT, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N445CT, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N449TM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N449TM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N451TM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N451TM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N452TM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N452TM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N453TM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N453TM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N460TM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N460TM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N465TM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N465TM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N477TM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N477TM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N482TM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N482TM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N485CT, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N485CT, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N487TM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N487TM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N489TM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N489TM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N491TM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N491TM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N492TM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N492TM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N496TM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N496TM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N497TM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N497TM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N498TM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N498TM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N499TM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N499TM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
Raytheon Aircraft Company 400A Aircraft
| a. | Participation Agreement N1JP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N1JP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N10LX, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N10LX, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N102NS, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N102NS, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N109NS, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N109NS, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N401NW, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N401NW, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N418TM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N418TM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N419TM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N419TM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N450TM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N450TM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N615KZ, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N615KZ, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N790SS, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N790SS, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N829HM, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N829HM, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N929AG, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N929AG, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Cessna 560XL Aircraft
| a. | Participation Agreement N500UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N500UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N501UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N501UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N502UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N502UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N503UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N503UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N504UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N504UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N506UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N506UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N507UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N507UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N508UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N508UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N509UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N509UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N510UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N510UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N511UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N511UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N512UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N512UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N513UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N513UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N514UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N514UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N515UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N515UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Cessna 750 Aircraft
| a. | Participation Agreement N102VR, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N102VR, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N106PC, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N106PC, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N703TX, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N703TX, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N860TX, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N860TX, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N900UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N900UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N901UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N901UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N902UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N902UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N903UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N903UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N904UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N904UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N905UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N905UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N905VR, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N905VR, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N908UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N908UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N909UP, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N909UP, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N943EL, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N943EL, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
Schedule I
| a. | Participation Agreement N955VR, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N955VR, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
| a. | Participation Agreement N962TX, dated as of October 14, 2022, among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2022-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but as subordination agent |
| b. | Trust Indenture and Mortgage N962TX, dated as of October 14, 2022, among Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee |
* — * * — * * — * * — *