DECLARATION of INTERNATIONAL OPERATIONS The undersigned owner of aircraft N 331JE Manufacturer Bell Model 430 Serial Number 49078 declares that this aircraft is scheduled to make an international flight* on July 3rd. 2012 , (date) as flight Number Private departing West Palm Beach. Florida KPBI (City/State) with a destination of St Thomas, TISTiST7 • (City/Country) •111 required route between two points in the United States involves international navigation, explain under Comments below, e.g. "partly over Canada" or "partly in international airspace".1 Expedited registration in support of this international flight is requested this Zne day of July 20 12 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United States, knowingly and willfully makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement of representation shall be fined under Title I8 United States Code or imprisoned not more than 5 years, or both. 18 U.S.C. §I001(a). Hyperion Air Inc Name of Owner Lawrence • •• iftchnv hviktion Signature tip/ Typed Name and Title of Signer Director of Aviation Phone: 917-868-6145 Fax: 561.328-7963 Comments: This is a ferry flight from West Palm Beach Florida. with stops in Nassau Bahamas, Great Exuma, Bahamas, Grand Turk, Dominican Republic. Puerto Plata, and Punta Cana,. and final destination of St Thomas, USVI,. Tlaw. cu\& Plui to tins Return Certificate of Registiation 1.A.T.S. AFS-750-D1O-1 (02/12) Return Certificate of Registration to SDNY_GM_02757027 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 QDQ - a 0 p,r EFTA 00243949 EFTA01328813

dWOHVlH0 Alio VitiONV1310 6Z 8 WU 82 nor effiz 89 NOI13119103e1 1.M/OSIV teVi HIM 03114 SDNY_GM_02757028 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243950 EFTA01328814

0 us. onortmaro Taaspnica ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Specie/ Registrat on Number N3317E Airesaft Make and Model BELL 430 Present Registration Number N90 IFIL <I Fide* Aviation AderthastnatIon Serial Number 49078 issue Date: Jun 04, 2012 ICAO AIRCRAFT ADDRESS CODE FOR N33 IJE - 507 15123 HYPERION AIR INC 103 FOULK RD STE 202 WILMINGTON DE 19803-3742 loillliliilirlill Iluillilurliluliiiillilirldruldil This is your authority to thaw the United Stem registration number on the above described aircraft to the special registrarion numba shown Carry duplicate of this form in the trash together %/nth the old registration certificate as interim authority to operate she simian pending receipt of revised certifies of registration Obtain a revised =Orate of at from your near- est Flight Standards District Office. The latest FAA Form 8130-6, Application For Airworthiness on Mb duet Apr 26,2001 The airworthiness classification and catagory: STD 'MANSE INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the spxial registration number is placed on the airaaR. A revised certificate will that be issued. The authority to re the *pedal number explrem lun 04, 2013 CERTIFICATION: 1 entii& that the special registration ameba as placed on the airmail described abort. Signalize °Mama: RETURN FORM TO: Civil Aviation Registry, AFS-750 P.O. Box 25504 Mahon City, Oklahoma 73125-0504 • Mir &Owner: a 2seloil il l Vnale...) Date Placed on Aircraft: O6 Aircraft: // 5- gd /2 At FORM 01:4504.6 (SIMS) Stipasides }probe renithea Return .;2,0Wtc). ci.eav--- •S' rt‘i [return Ce tcate of ReTstiatton to OO. .9 . SDNY_GM_02757029 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 ' ' A NJ 0 EFTA_00243951 EFTA01328815

VI1OHViN0 A113 VVIOHn)I0 62 8 WY BZ Nnr ?tot 88 NOW/IiiSI038 13VklOdIV rid HIIM 03111 SDNY_GM_02757030 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243952 EFTA01328816

A T Insured Aircraft Title Service, Inc. FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Date: Dear Sir/Madam: Please Reserve N May 22, 2012 in NAME ONLY for: N# Change Request Please serve N 331JE' and assign for the following aircraft: N 901RL Make Bell Model 430 Serial # 49078 Which is (1) being purchased by Hyperion Air Inc (2) registered to XX Payment of the required $10.00 fee per number to reserve/assign is attached. If the preferred N number is not available, please contact the undersigned for a selection of a new number. Please send the confirmation of reservation/8050-64 form to Insured Aircraft Title Service, Inc. in the Public Documents room of the FM. Additional Information: See attached relinquishment Requested by: at iv, Angie Risley 121431556307 320.00 05/22/2012 Accepted R 1 Jun/28/2012 do- SDNY_GM_02757031 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243953 EFTA01328817

. 10101191NO AUG VPIOHV1NO 8C C lid 22 MU ?IV 119 NOLLValS1032113V80k117 Ind FILIM MIA SDNY_GM_02757032 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243954 EFTA01328818

FOES IRMO/ 10 OPM Ikt. WIXOM UNITED STATES OF MODICA OEPARTIOAT OF TRANSPOITTAnON MOW. sieni AcesesTairomsai AaranenICAL CERT ISSUE DATE 3 1a 3 9 4000Ksin MOW AIR:PAFT REOCOMTION APPLICATION Lento SIMS U noomsnon RUINER II 901121, AIRCRAFT IMMUACTUREII • MOOR Bell 430 NRCWW WEAL AA 49078 FOR FAA USE ONLY TYPE OF REGSMADON 0441 ars 500 I: 0 I Walreduill 0 2. Primes I3 1 Conwraion C) 4. Coma 0 S. Gen 0 V ow:6m Cows, it, PAWS OF APPUCART eino•i) fl an an wino al ~weep II 40.10.4l. 5 le0 nom RR mom re wen will ill Hyperion Air, Inc. TBEPHONE IOWA 1 ) ADORERS Oiismirenl el Se-. kw nu iliplkea UMW/ 0 Ala Ri**4.001•40 edeng Mei ne b• ~ I Nimes ma mot 101 VOA) le irteywi.. Cid+ o 9119 Rai ROMA PA Sac OW Wilmington SEM Delaware ZIP COOE 19803 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTIONI Read the following statement before Stoning this applkation. This portion MUST be completed. A as at •WIEROM was a) wry 0mIntos a Rs 1444•444 me, in rcanan To Pwannt W Inn and • nronstrent NS Ca. WO It Sic KAI • CERTIFICATION LIRE CERNpY (1) ma re Mow WPM 4 owed by thir ••••••••• •••••••. ••• • • (eon moans itypeskolI it IN USW SAM WA ay M. sae ere of bailer CHECK ONE AS APPROPRIATE' a 0 A MAW Min wet air even 'Fors 1.151 a Foe ISM), PA 4 0 A easollyin *YRS al and and OaWq Reins umber ins Nes al ORM iwil ye RAMA 4 bme0 Pe pinny toed in P• UMW Sat Records or WI Inn we peratie ly 0.404144. al N tme keen covrey eV RI MI At wane • nill rigrespid at or any m ma SW widen* ci weenie 4 need C. IN baw. Sid non Pe Fein &Ulan Atow.tiorca NOTE: if 0•40.••• br 020wrianNO Al 81:0•CIOIS WAY sign Use WPM IlallrOCC53afy TYPE OR PANT NAME BELON SIGNATURE I i I a )3 il ° „T 1 Il SIGNATURE ) .-10.)1, 41..A- ISILNIS)114-. TIME Soak 5.14.Velln Dot) 19 ) 14 MATURE ban'cn 4 1(KIY-C6 RATE5 SIGNATURE THE DATE NOTE Penang MCOPI Of IN Certnceli • o I Altai Flogiumion Po ihasa may Do OPM100 ic• • Awed nee pass d SO dry. Ono enot Ile* P.O PP copy al ins acwicse, mail be Weed in We Scan AC Fee 8050-1 (903) (00S2.006269007) SDNYGM02757033 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00243955 EFTA01328819

vfrionriNo AisovnoHn3i0 9I TT Wy 9 aid lir NouvdISIlia V'74 Hliv 091, SDNY_GM_02757034 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA _00243956 EFTA01328820

UNITED STATES OF AMERICA US DEPARTMENT OF TRANSPORTATION ITEIRAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S 1.00 & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNEDOWNER(S)OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER lActOIRL AIRCRAFT MANUFACTURER & MODEL Cj egLL. 4-10 AIRCRAFT SERIAL No. 4P10-1g DOES THIS kic. DAY OF WA i 201 2 HEREBY SE L GRANT, TRA R AND DELIVER ALLRIGFITS. TITLE. AND INTERESTS IN AND TO AN UNDIVIDED 100% 00 Nei Vow in TNT ern FOR FAA USE ONLY PURCHASER NAME AND ADDRESS OF INDIVIDUALISE WELAST NMUE. FIRST NAM, AND MIDDLE Rana I 44 Pe Rtotsi ‘WC. (03 Foy tac Repo, Su rrE 102 U•5140M140-TON 'DELIFIIMPALE 14:18O3 L, DEALER CERTIFICATE NUMBER OWNING an undivided 100% Interest PUMA APPROVED OMR NO WO< VI 0 0 • 0 0 0 0 a a s y 5: O AND St IMIONDWADMWISTRNSms, AND ASSIGNS ID HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS DIE TITLE THEREOF. .44 its successors 1 IN TESTIMONY WHEREOF WE HAVE SET OUR HANDM*4GL THIS (9 DAY OF SELLER I NAME IS) OF SELLER (TYPE OR PRINTED) SIGNATURE IS) IN IRMO [RUNUP MR CIROwNIERSIOR ALL MUST Sl i etein TITLE Pr/MOOR PRINTED, 33041140-DENCI.O?F1CDMIS WC COV.) NEW. TRUSTEE) .4. , p / 7 Director William P Merriam Jnr ACKNOWLEDGEMENT INOT REOUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REOUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT) , 2012 ORIGINAL: TO FAA 120661116435 55.00 03/06,2012 SDNY_GM_02757035 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243957 EFTA01328821

VP1OHYPAO A110 triVOIWITO 9I it WEI 9 88W ?ICI NOIlValS1038 JAVO: V7i Or' SDNY_GM_02757036 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243958 EFTA01328822

U.S. Department of Transportation Federal Aviation Administration Date of Issue: October 5.2010 Flight Standards Service Aircraft Registration Branch. AFS-760 BOVALE DEVELOPMENTS INC TRUSTEE Fax 405-684-5080 ATTENTION: JOSH TRE•MAIN IATS T104934 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N90IRL BELL 430 Serial 49078 and is valid until Nov 04, 2010. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. J AAti7e Wateina) for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration .11S-750-FAX4 (03 10) SDNY_GM_02757037 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243959 EFTA01328823

SDNY_GM_02757038 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243960 EFTA01328824

DECLARATION OF INTERNATIONAL OPERATIONS P Bovale Developments Inc, the undersigned owner of the Bell 430 aircraft with aircraft manufacturers serial number 49078 and registration mark N90I RI. declares that this aircraft is scheduled to make an international flight on 10 October 2010 as flight Number (not applicable) departing EGLK Blackbush, UK with a destination of EGHR Goodwood, UK Expedited registration in support of this international flight is requested this 30th day of September, 2010 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the government of the United States, knowingly and wilfully makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement of representation shall be fined under title 18 United States Code, or imprisoned not more than 5 years. or both. 18 U.S.C. $101 (a). Name of Owner Bovale Developments Inc — Owner Trustee Signature Typed Name and Title of Signer: John Wright, Secretary Comments: This aircraft is based and continuously used outside of the United States. The aircraft is grounded until the Temporary certificate by wire is received. Fled bs "Thectse. PRICEETY pc_ islet- Wolf 3 tow-I-5O80 SDNY_GM_02757039 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 > • 0 W NJ O O EFTA 00243961 EFTA01328825

VHOHII1)10 A110 n'.10H111:40 £S & bill S 100 OIOZ ae I4OI1Va1S103a 1.1VintilV vrd H11M 03112 SDNY_GM_02757040 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243962 EFTA01328826

FO N APPROVED OM NA MOM UNITED STATES OF AlIEFCA OEPARIVENT OF 11WISPORTAMCN PONS CERT. ISSUE DATE R a a 0 R e MOM •••••ITIVOICILIO. WONICINIT AbISSAPIICAL =Mt MRCPAFT REGISTRATION AFPUCCION At w ooriTtarrai lpncii&seen NCI 01 KL einceurr WAWFACTURER S MGM BELL A-SO ARGRACT SERIAL . if cko -18 FOR FAA USE ONLY 0 TYPE OF ItEGISTRAnON (RTEN Ens NNE t ID O I ANOWIVOI O 2. isannerstio a 3 Capawboo O 4. C.0.0wave O S. Ggyl. O 8.14. 14:1•4" -9 0 MN 1E APPLICANT IPWL•r(4) II •••••••• " " Ia. wa al" I 'town on anfenoe oranNp CM "Pt OW 0 6o IA I- C DE VELOPMENTS INC (OWN Eft TikUSTE.E) MACE NUNIMA: I ) ADORES fIWwwww wing wogs kw S was MKS )(II P 0 00A • NSPCC PITy•COINIXIMS INAS Ow*" 0"" I meow 4. mot St I ITE 400)1.111 CENTrCRVI ISE RORD IWO RPM PO So OTY L•Na I l--.11N\ TJG-TTD NI SIAM DE t-F) w RR.E ZIP COOS 192O53 o CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTESTOR, Reed the following statement before signing this application. This portion MUST be completed. A W. a OVOLNII imps lo Sly Gowan IA SI Catalan ANN t• get ees kw pates* IN Wryly., (US Oa Me Ill. SIN "Al • CERTIFICATION wig CERTIFY TM •• Wan by re ~Pre, Mb DI sec* is copold OIN4Alini. • a caw In:keg OW•Ww•lael 0/ •• WENS slat chw Wt. WE w wows .4 tows. I. CC CRECX ONE AS NoIROPELATE • O AMMO.. MP Rs Sen NEAREST. (ram 1.1SI IP "Is I•61) I . O O A nenalan 00•Omban O•arwt•CI WO CIOng billwANO VS , Pr iwn a (ALItO) NV — warn * baud we pew* owl O M Wald Sat ICAO a Aunt Voss ini avanaDo le, •TOTWIXO a al ma ti wean to we wawa ca We Ws Cl ono bow cony And Pi Ilwi WO Nodosea Nally 4 owns a no town Ow we. PP Navel Asp ASTresnatne NOTE: II "."‘" to co.""WSINP SI NKOMO mug sign UM wet. We LI necossors TYPE OR NT NAME BELOW SIGNATURE rig B a i I 1 s TUNE r O 44 TITLE TI 1/4RECeTOR DATE C ii2S11 0 SIGNATURE w ILI-tem P Manizotim TITLE WI DONATuRE TIRE Call NOTE "PIN # "Mc" a Am. FITs*WhOt Ds Sash mag kw rot h woo ol 40 twww" • to wpwww3 • WOO awn awe, we.. Imo so PIN % CON CO tat 14.0440ww Iwo to nag In Fe WWI AC Ran (1050-1 (5/03) (0052(0-6284:07) SONY_GA9_02757041 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243963 EFTA01328827

,VtiONV.DIO VPIOfit9))00.:: CS 6 LII:1 • S. :400 010Z: • Sited HAIM 03114 SONY_Ght02757042 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243964 EFTA01328828

N UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ Loo +OVCTHE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N901RL AIRCRAFT MANUFACTURER 8 MODEL Bell 430 AIRCRAFT SERIAL No 49078 DOES THIS DAY OF 5cy3/4-ea.lot r . ZOEO HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: 0 0 O S FORM APPROVED 9 OMB NO. 2120-0042 0171/2030 0 A Ci sa 0 0 O 0 O 102780958185 co .00 10/05/2010 3 D T Do Nol Wee In This Block FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF IKONIOUAL(S). GIVE LAST NAME. FIRST NAME. AND MODLE INITIAL.) Bovale Developments Inc (Owner Trustee) Suite 400, 2711 Centerville Road Wilmington Delaware DE19808 DEALER CERTIFICATE NUMBER AND TO ITS 5%.1c LE:55042S 4.4etnemsrmemmembrens.M.0 ASSIGNS TO NAVE AND TO NOLO SINGULARLY THE SAID AIRCRAFT FOREVER AND WARRANTS THE TITLE THEREOF IN TESTIMONY WHEREOF w w HAVE SET stI4 HAND WARM THIS 44-* DAY OF SEPT co0 NAME(S) OF SELLER (TYPED CA PRINTED) Bovale LirNted as )004) 4 Owner ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES Of FAA RECORDING HOWEVER MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY Of THE INSTRUMENT) OR/G:NAL TO FAA AC Form 8050-2 (W92) (NSN 0052-00-629-0003) Supersedes Previous &Rion SIGNATURE(S) (IN INK, (IF EXECUTED FOR CO-CAV/RIISHIP, ALL MUST SIGN I I micrmei Bailey TITLE (TYPED OR PRINTED) Director SDNY_GM_02757043 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243965 EFTA01328829

VIV0HY1N0 ,1,110 VH01O1)10 CS 6 WY S 100 OW? 88 N01178181038 .1.48808iv VV4 HI1M 03114 SDNY_GM_02757044 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243966 EFTA01328830

UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ 10.00 THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES N 901RL REGISTRATION NUMBER AIRCRAFT MANUFACTURER & MODEL BELL 430 AIRCRAFT SERIAL No. 49078 DOES THIS 27 DAY OF SEPTEMBER 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: 0 0 FORM APPROVED 0 OMB NO. 2120-0042 0 3 0 •.< 3 0 a a 0 0 N yTy Do NoO•Vrile In This Blxk FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDMDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) Bovale Ltd. 4 Bellmont SHROPSHIRE SY1 1TE UNITED KINGDOM DEALER CERTIFICATE NUMBER AND TO EXECUTORS, ADMINISTRATORS, MD ASSIGNS TO HAVE MO TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF: IN TESTIMONY WHEREOF NAME(S) OF SELLER (TIYPEO OR PRINTED) re tu .J .J to HAVE SET AIRCRAFT GUARANTY HOVDINGS & TRUST LI:. TRUSTEE ORIGINAL: TO FAA AC Fenn 8050-2 (9192) (NSN 0052-00-6294003) Supersedes Previous Edition HAND AND SEAL THIS .1.1- DAY OF .SIGNATURE(S) (IN IM() (IF EXECUTED FOR CO-OWNERSHIP. ALL MUSTSIGN ) 2010 TITLE (TYPED OR PRIMED) ONNIE L. WOOD PRESIDENT I ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) SDNY_GM_02757045 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243967 EFTA01328831

VVIOHV1N0 All0 VVIONV180 OE al 6Z LIS 0101 88 NOI1V8181038 .LAV8081V VVJ H.LIM 03111 SDNY_GM_02757046 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243968 EFTA01328832

Aircraft Guaranty International Aircraft Title and Trust Aircraft Guaranty Corporation Aircraft Guaranty Management Lit Aircraft Guaranty Holdings & Trust, LIC Aircraft Guarani) Management & Trust I.I.C. October 22, 2009 Federal Aviation Administration The Global Standard Aircraft Guaranty Title & Trust, LI.0 Aircraft Guaranty Hite, Lir Aircraft Guaranty trust.l.t Aircraft Guaranty "Title Reference Official Chance of Address: Aircraft Guaranty Holdings & Trust, LLC, Trustee Gentlemen; This letter is to notify you that "Aircraft Guaranty Holdings & Trust, LLC", as Owner Trustee of the aircraft listed on "Attachment A" to this letter has changed its legal address effective October 22, 2009 from 515 North Sam Houston Parkway East, Suite 305, Houston, Texas 77060 - to: Aircraft Guaranty Holdings & Trust, LLC, Trustee Per the requirment the Federal Aviation Regulations FAR 47; it is hereby requested that you change the legal address of the aircraft listed on Attachment A to the new legal address in Onalaska, Texas and issue a revised Certificate of Registration for the listed aircraft. FOR: AIRCRAFT GUARANTY HOLDINGS & TRUST, LW By: Dr. Connie L. Wood, President Enclosure — Attachment A — List of Aircraft registered to Aircraft Guaranty Holdings & Trust, LLC as Owner Trustee E n a 0 SDNY_GM_02 757047 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00243969 EFTA01328833

V;10:4'. 110 Ali:? LO i Wd 62 130 Mt 1.3110f,,Tif MI !Ur. 73113 SDNY_GM_02757048 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243970 EFTA01328834

Attachment A Aircraft Guaranty Holdings & Trust I I t; Rag Make Modal Serial MULE Cr) N25FP 6)) N39941 0 N813SD 0 N89109 Cc :, N152JP ag) N4708W Cr) N696RY a r ) N384C N750NS :2 1D N4322Y O N142TS N446DC ,...0 N363US c yO4-. N1 RO N774CD N9PJ N155AJ Beech A36AT E-2720 576 Piper PA-32-300 32-784179 580 Cirrus Design Corp SR22 1273 581 Cessna 140 8117 584 Beech V35 D8322 585 Rockwell International 112TCA 13302 588 Yow Richard 8 Rotorway Exec 162F 6238 592 Cirrus Design Corp SR22 0427 593 Cessna 750 750 750-0172 595 Piper PA-46-310P 46-8408017 596 Bellanca 7KCAB 486.74 597 DIAMOND AIRCRAFT IND INC DA 40 40.446 598 Mooney M20M 27-0336 600 Piper PA46-500TP 4697112 601 Cirrus Design Corp SR22 0786 602 Cirrus Design Corp SR22 3240 603 Cirrui Design Corp SR22 2439 604 Aafri- /or7- A-- SDNY_GM_02757049 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243971 EFTA01328835

naprnto !AjWd 6Z12u6OOl 7i9 11011:41i).517,:S'.1 , SDNY_GM_02757050 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243972 EFTA01328836

Rag N1034D O . N92156 e N406AJ N666JG N29YS N96800 0 N569HP N1326V N4192C N4191M N4189U N4184M N4165N N4155G N4153W N4147M N4142N N41398 N4130Y N41297 N41198 N4106G N186CEI N2085M a N208ER ,a) N204GX N4ZY Maks Model BMW TRUST I Mooney M2OR 29-0233 607 Piper PA 46-350P 4622140 608 Cirrus Design Corp SR22 1474 609 Cessna P210N P210-0065i 812 Robinson Helicopter R22 Beta 2319 614 Cessna 172M 17265764 618 Piper Aircraft Inc PA 46-350P 4838424 620 Cessna R172K R1722163 621 Diamond Aircraft Ind Inc DA20-C1 C0431 622 Diamond Aircraft Ind Inc DA 40 40.769 622 Diamond Aircraft Ind Inc DA 40 40.768 622 Piper PA-28R-201 2844062 622 Piper PA-28R-201 2837055 622 Piper PA-28R-201 2837017 622 Diamond Aircraft Ind Inc DA 20-C1 C0425 622 Piper PA-28R-201 2837016 622 Piper PA-28R-201 2837012 822 Diamond Aircraft Ind Inc DA 40 40.770 622 Diamond Aircraft Ind Inc DA 20-C1 00426 622 Diamond Aircraft Ind Inc DA 20-C1 C0429 622 Diamond Aircraft Ind Inc DA 20-C1 C0427 622 Diamond Aircraft Ind Inc DA 40 40.767 622 Piper PA-46-350P 46-22085 823 Piper PA-24-200T 34-7870063 624 Bell 206B 4527 627 Mooney M2OR 29-0373 630 Cirrus Design Corp SR22 1502 631 a o.=5 SDNY_GM_02757051 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243973 EFTA01328837

SDNY_GM_02757052 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243974 EFTA01328838

fi g N51JJ N165DS N475PS N8KR N61PK N542MA N363CD tt Th % N5193Y •-___.* -1 "-- N98RJ N68WC N3755 S . N83278 N152PC N266RS N31063 N153SR N678CW N398DL Ski Model Serial MILE Cessna 5258 525B0068 661 DIAMOND AIRCRAFT IND INC DA 40 40.540 663 Diamond Aircraft Ind. Inc. DA 40 40.475 668 Cessna P210N P21000709 672 Globe GC-1B 1031 873 Piper PA-34-220T 3449242 680 Cirrus Design Corp SR22 0920 813 Sikorsky S-61A 61.184 814 NORTH AMERICAN SNJ-5C 90752 817 Piper PA-31P 31P-74001£ 818 Mooney M20E 276 819 Piper PA-28RT-201T 28R-81310; 825 Pilatus PC-12/45 552 826 Cirrus Design Corp SR20 1703 827 REIMS AVIATION S.A. Cessna 150K 0567 828 Cirrus Design Corp SR22 1962 829 Piper PA-34-200T 34-7870236 830 Cessna 650 650-0098 831 SDNY_GM_02757053 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243975 EFTA01328839

SDNY_GM_02757054 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243976 EFTA01328840

Rag .... ,e), 3)- N120VVVV CS N1346O a N321CR Cob i N668DS Ct N489PS (e ek ) N9744E O N1367K CD N2781K tab N545CD S . N900K ra) N211SE r. ±- 5 ..) N525RA P N555MS & N42EB N626N O±O N231MV „,6ai) N58756 g N138CR Make Model Serial TRUST N Piper PA46-5001P 4697047 632 Cessna U206F U20602891 634 Piper PA 46-350P 4636124 635 DIAMOND AIRCRAFT IND INC DA 40 40.368 636 Mooney M20R 290489 640 Bellanca 17-31 ATC 75.31119 642 McCaldin Roy O SESA 1 644 Luscombe 8E 5508 645 Cirrus Design Corp SR22 1508 648 Maxfield. John 0 Pitts S-1 1JM 649 Cirrus Design Corp SR22 2208 651 Eurocopter EC120B 1580 654 Cessna 525 525-0167 654 Piper PA-32RT-300 32R-78851r 655 Beech B-60 P-545 656 Mooney M20K 25-0457 658 Boeing N2S-3 75-7319 659 Cirrus Design Corp SR22 1584 660 7161-1 a 5 SDNY_GM_D27 57055 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243977 EFTA01328841

SDNY GM 02757056 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243978 EFTA01328842

Etas N977CV N977CM N90354 N948SR N948SR N948SR e N6028P N5188V N9PK ( -41) N333AR N115T N491AN 01 03 N78VE \.0 N632RF N1OSV N229MC N901RL a Make Modal Serial TRUST I Cirrus Design Corp SR22 3376 832 Cirrus Design Corp SR22 3037 832 Universal Globe GC-1B 368 835 Cirrus Design Corp SR22 2036 836 Cirrus Design Corp SR22 2036 836 Cirrus Design Corp SR22 2036 836 Cessna 11821 118208536 837 North American T-6G 49.3198 839 Sukhoi SU-29 73-04 840 Cirrus Design Corp SR22 0844 842 Commander Aircraft Co 114TC 20035 843 Israel Aircraft Industries 1124 393 845 Mooney M2OR 29-0371 846 SAAB-FAIRCHILD 340A 340A-042 850 EMBRAER EMB-135BJ 14500974 851 Cessna 550 5500229 877 Bell 430 49078 878 AaRr ror is SDNY_GM_02757057 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243979 EFTA01328843

• • •:". :TA ;,11 ;'0 0 LO t 1,38 6Z 1.33 ISTdOlir/ C;111A 03113 SDNY_GM_02757058 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243980 EFTA01328844

80104 APPROVED C601 Ib 21200042 UMW STATES OF PAIDICA OSWITillert OP TWOOORT41101 Iva ante ACSITHeOwer lif5 CERT. ISSUE DATE ii1 n 'JAN 29 riff NOISONIV MPIOMMAICM. mot- AIRCANT amentanom APPUrAllON watt awn RIOST/WION NANA N901RL ARM*, AWILIFACTSIER 4 tan Bell 430 NRCRIFY a ION • 49078 . FOR FAA USE ONLY rira of riwattnViTiON (OW. COI WO 0 1. liftweeat 0 2 Nunn*. th a Cafeemboo 0 4. coca OK Geri 0 a Meant' * a limited liability companyoOOp1~p1 MAW OF APPUCANT (Prior,$) star, on 0000Y0 0 0.00100 0 0.0000 90 0 0 0. 0 0 Orli nag, BM odd.* nes, / 281 445 7594 TELEFeCeit tiuMBER ( I 'imam itredel maelmg asses 1:• Ica sews mew PAO. KIX a usilphysee IONS 000080 be Mem) ears Are wee SIS N SAM Houston Parkway East. Suite 305 flint 84340' PA. K an I Houston Wma I Texas m951160 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION, Read the following statement balms signing this application. This portion MUST be completed. A at a Osharoid now to enf Weston r Om applealim may to gm.nos bl memArqm q by and: or soolorma WS CRTs Ten ia. Sec On) • CERTIFICATION IWE CERTIFY (I) SAO 4•011111 owed by re appecant. etc anon inoisIng coorsarml uacencree so ael To WOO Slat far et ble. Om Am* F. rs000 1 c OPPICSIT OM= PO AS a. DAMES,. Oat wet awn lass Sown I•Ill a Form Ian No P. 0 A RRed440 Frx•etbi, singe we erna terms. Seat we so at WNW vs NW ewe • twos aro ce•untr uses • en Unit Ron RR** a RPM Pan re snit.* for /*PPS •• - a) nil go daft 0 Me maser crew re we 0, a wen, owner. AM AO TM tow sew al oentnno a anscoxo a cat Gee` lee, re we wen serer Mr, on NOTE: Il Fa•Ctred fat to-omwsroo nu toRIC800, must sgn Us* reverse ode 0 nocessary TYPE OR PRINT NAME BELOW SIGNATURE Ili 6 a i i A, S g I SIONUIJAI cd`C•o44,10,,o.la TIRE Vice President DATE I D 6.1 - SONATA* . / / S Lion4 MIA GTE seems* • For: Aircraft Guaran:y Tint Holdings 6 Trust, L ORE C, Trustee NOTE Pets:RA NROPI el Sr ConIft•I• of Ann Fltgilogien. PO SOO My be kw • nel 0 50 west pro! 04e401 el drys. Ounna elan ••• to MK tope of la igoliallen tom to cored o we cast .r.e‘i I.-- ‘ TCLAD r.PRT OF , AC ROM 11050-1 (903) (00524))421SEGS REG TO EXPIRE r 07/)65 7 SDNY_GM_02757059 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243981 EFTA01328845

toPlY0Hviio VIVO/IV 73o b~ ft41H 92 i 8 MO t al bbl a1f,N 037,14131P SDNY_GM_02757060 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00243982 EFTA01328846

ra P P 3 Li 6 0 8 .O4 • ' • UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADAONISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ 10.00 THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES N 901RL REGISTRATION NUMBER AIRCRAFT MANUFACTURER 8 MODEL BELL 430 AIRCRAFT SERIAL No. 49078 DOES THIS DAY OF anuary, ,2007 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Ln C N Utclearart9 R'D E D OMB NO 2120.0012 28i? J9N 29 HI 12 16' woL^' ta..c.tow31 ftraixis)rinioli NotiNt• it RS Ellxk FOR FM USE ONLY NAME AND ADDRESS (F INOMDUAL(S), ONE LAST NAVAL FIRST MIN. NO TAEGU INITIAL) A I DrD A CT GI I ADA MTV 14AI noun° 2 TDI ICY I I r TDI le-rcc ILMOILlaN MG. nal TJIMPI;IN Aram its successors MetNORBrIeRINIStIMIRRI. AND ASSIGNS TO HAVE AND TO HOW SINGUIARLY SAE/AIRCRAFT FOREVER MD WARRANTS THE TME THEREOF: rN sTusIONY AWN:Cc we re IA HAVE SET our HMO ANO SEAL MS /IX DAY OF Ja nu a r y , 2007 NAME(S) OF SELLER SIGNATURE(S) TITLE (TYPED OR PRINTED) EM HQ (IF DECUTED FCR (TYPED OR PRINTED) COONRIMMP. ALL MUSTSIGN) BOVALE LTD BY: MICK BAILEY AA" 01 Sat CEO AMOIRMEDONENT (NOT REQUIRED FOR FIMPOSE8 Gf FM REGORGING HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY CF DM INSTRUMENT.) °MERIN.: TO FAA AC Form e0504 (We2)(NSN 0062434294003) Saba Psbs Eden 070261137308 $5.00 0112612007 SDNY_GM_02757061 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243983 EFTA01328847

1.• • •;!•.• • • V•ka:1/21 z %Peon. 7Hein'bio Ai 3 VWOHy7xo he 11lily 90 Iv u9 Noi, lir IV V v, ism or 1i Inv -J SDNY GM02757062 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00243984 EFTA01328848

AD P r 0 3 4 6 0 7 UNITED STATES OF AMERICA U S. DEPARTMENT OF TRANSPORTATION MOM& AVIATION AIIIMISTRATON AIRCRAFT BILL OF SALE FORM APPROVED OMR NO. 212PoC42 06/31/2006 ONVEYAN0E FCEORDED FOR AND INCONSIDERATION OF S l&ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND.,. BENEFICULL TITLE OF THE AIRCRAFT DESCRIBED MU FOLLOWS: UNITED STATES REGISTRATION NUMBER N AIRCRAFT MANUFACTURER & MODEL 'lel 14303 AIRCRAFT SERIAL No. 49 078 DOES THIS s DAY OF 7 anUar HEREBY SELL, GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO . 2.007 JciN 29 P11 12 16 'fa p.ViM Do Her Written*. Am FOR FAA 119E ONLY CC Tn LU -CC NAME AND ADDRESS Of MODFOUNMF GIVE LMT KANE MET West AMP MIME DURAL ) An% -AO .1 4-4 0EALSR Clair otan NJRDI *nom its successors INNEVICREMAISPIIMTIRPROIll. AMTASEKPIE TO HAVE ANC TO BOLD lamluLARLY THE SA:0 PALCSAFT FOREVER A D ~RAMS THE TIRE THEREOF' Ni Tension, maneOr we SAYE SET Oil r RAND AAD SEAL OM DAy or January, 2007 CC -/ LU In NAME(S) OF SELLER N,PED OR PANTIO) MclAae_\ ga:le SIGNATURE(S) ON INK) QF EXECUTED NA COCANERSTDP. ALL MUST SIGN.) TITLE linhal OR PRINTED) Individual ACAMMEDGEFEnT MOT REWIRED FOR PURPOSES Or FM RECCROMO: NDAEVES UM' SE REOUiRED BY LOCAL LAW FOR %%urine OF THE erSTRUUDO I ORIGLNAL, TO FFA AC Former:DO-2 (9/(2) (NSN 0052-CO129-0003) Supersedes Prenous Ethos SDNY_GM_02757063 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243985 EFTA01328849

VIVO/O1>W A110 V11014V1510 hC II Al 92 Nur se ti0IJMUSI038 inaaElv Vad HAIM 031i4 SDNY_GM_02757064 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243986 EFTA01328850

Cd r 3 6 0:6 UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE CA FOR AND IN CONSIDERATION OF $ 1.OVC THE UNDERSIGNED OWNER(S) OF THE FULL LEGE* AND BENEFICIAL TITLE OF THE AIRCRAFT DES' CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER 901RI- AIRCRAFT MANUFACTURER & MODEL Bell 430 AIRCRAFT SERIAL No. 49078 DOES THIS DAY OF January ad 2007 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED PAR NO. 2120-0042 ytymor REsonED AN 29 12 1G fitak ARK-1 4) ‘911,ttitWatto Do Nol Wnte In This Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL(S) GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL ) nckati 2a( 1 j s. ULALtN 6tHill-CATE NUMBER AND TO MS SUCCESSORS EXECOFEIRGACIAMISSAAFORS. AND ASSIGNS TO HAVE AND TO MOLD SINGULARLY THE SND AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF: IN TES11MONY WHEREOF I L1J -J -J 111 fn HAVE SET Lif HAND AND SEAL THIS a OAY OF SIAM. NOT NAME(S) OF SELLER (TYPED OR PRINTED) SIGNATUR (IN INK) (W ID(E TITLE (TYPED OR PRINTED) ELITE AVIATION, LLC Chief Operating Officer AOGIOWLEDGMENT ( I REQUIRE FOR PURPOSES OF FAA RECORDING HOWEVER. MAY 8E ItEOUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FM AC Fern 8050-2 (992) (N$N 0052.00 629-0003) Supersedes Previous Edrbon SDNY GM 02757085 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243987 0 NO EFTA01328851

AiiPo °Hvi trbio P4 yo se r lJd 9 he Nit JOE yysisoid HAW ,23;;:dOents SDNY_GM_02757066 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243988 EFTA01328852

th P P 3 4 6 0 5 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION FORM APPROVED OMB NO 2120-0042 THIS FORM SERVES TWO PURPOSES' PART I acknowledges the recording of a swum conveyance covering be collateral shown. PART II is a suggested tom of release which may be used to release the collateral from aINVEYANDE RWORDE The terms of the conveyance. D 12 16 11(t) ilia Do Not Write In This Block FOR FAA USE ONLY PART I CONVEYANCE RECORDATION NOTICE 29 PM NAME (last name IMO OF DEBTOR 281 j9N RL Aviation. LLC In'A.M., kr NAME and ADDRESS OF SECURED PARTY/ASSIGNEE ' 011.04Sigi Bane of America Leasing & Capital, LLC NAME OF SECURED PARTY'S ASSIGNOR (if assigned) Key Corporate Capital Inc. FAA REGISTRATION NUMBER N901IRL AIRCRAFT SERIAL NUMBER 49078 AIRCRAFT MFR. (BUILDER) and MODEL Bell 430 • ENGINE MFR. and MODEL Allison 250-0108 - ENGINE SERIAL NUMBER(S) 844167 & 844169 PROPELLER MFR. And MODEL PROPELLER SERIAL NUMBER(S) THE SECURITY CONVEYANCE DATED ....11-23-03 REGISTRY ON 12-23-03 COVERING THE ABOVE COLLATERAL WAS RECORDED NUMBER 11031696 Assignment dated BY THE FAA AIRCRAFT 1 2-31-03 , AS CONVEYANCE recorded 1-13-04, Conveyance Number XX025631 FAA CONVEYANCE EXAMINER PART II — RELEASE — (This suggested Sane form may be executed by ore seated party nut returned to the Civil Aviation Reining when tanner the information.) conveyanoe have been satisfied See below for additional THE UNDERSIGNED HEREBY CERTIFIED AND ACKNOWLEDGES EVIDENCE OF INDEBTEDNESS SECURED BY THE CONVEYANCE THAT THE SAME COLLATERAL IS HEREBY RELEASED FROM COLLATERAL BY THE CONVEYANCE IS HEREBY SOLD, GRANTED CONVEYANCE, OR TO THE ASSIGNEE OF SAID PARTY IF THE WARRANTY IS GIVEN NOR IMPLIED BY REASON OF EXECUTION THAT THEY ARE THE TRUE AND LAWFUL HOLDER OF THE NOTE OR OTHER REFERRED TO HEREIN ON THE ABOVE DESCRIBED COLLATERAL AND THE TERMS OF THE CONVEYANCE. • ANY TITLE RETAINED IN THE TRANSFERRED, AND ASSIGNED To THE PARTY WHO EXECUTED THE CONVEYANCE SHALL HAVE BEEN ASSIGNED: PROVIDED, THAT NO EXPRESS • OR DELIVERY OF THE RELEASE. DATE OF RELEASE: Banc of America Leasing & Capital, LLC This feint is only intended co be a samited Conn of release. natachas nomennents of the Federal Aviation MI c91956. issued thmund" in be b 'kit "' lama seciany bolder Mould be dialled in acecedinee mith the local 1131111t, rod other applecabk faked statutes eeprohccd That n no fee fog ittordoss a release. Regalflili0ll Brand. P 0 Boa 23504. Oldahowu City. Oklahoma which meal the sed the regulations dm fas und by at MIAOW PrOvISICOS of This Tam may be Sad to Ancrell 73125 JJ SIGNATURE Ink) 1 i . TITLE VP (A person signing for a corporal°n his mot be a corporate officer or hold a rnanagenal tick. A person signets for mothceshould sec parts 47 and 49 (14CFR)). position and must show of the Fedeial Aviation Regulation ACKNOWLEDGEMENT Of Required By Application Local Law). AC Form $050-41 (2/96)(NSN 0052.00-543-9000 SEE RECORDED CONVEYANCE NUMBER xXoastA3i DOC ID C3,06 RAGE fri SDNY_GM_02 757067 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243989 EFTA01328853

se 4110 v 40 lie Not,ea~s 62 Nee lee, dyjkirm 037fria9 v SDNY_GM_02757068 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243990 EFTA01328854

U.S. DEPARTMENT OF TRANSPORTATION • FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE--RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases where a conveyance coven several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved, TYPE OF CONVEYANCE NAME CHANGE DATE EXECUTED C SEP 22260 FROM R L AVIATION LLC DOCUMENT NO. TO OR ASSIGNED TO ELITE AVIATION LLC DATE RECORDED June 30, 2004 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (Lim by registration number) I TOTAL NIPARFR INVOI wt.) N900RL •N901RL N902RL NI55LR ENGINES I TOTAL NIIMRER INVOI VFD MAKE(S) SERIAL PROPELLERS I TOTAL NIRORFR MVO! vFn MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NI IMRFR INVOI VFO LOCATION RECORDED CONVEYANCE FILED IN: (005200.5$24000) SDNY_GM_02757069 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024399I EFTA01328855

SONY GM 02757070 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243992 EFTA01328856

a: N • • O 0 50 - a. 4, s— • 0 oreinpoosai SSW ASSIGNMENT Of SPECM4. REGISTRATION NUMBERS sPethl PleQutrat an 901R1 Number N Ascrsit Mote aid Sold BELL 430 Present Registration Renter N 74RP Said italics 49078 1182150 Skid Admilidnallat r- • ICAO AIRCRAFT ADDRESS CODE Into bate. JA WARY 06, 2004 FOR N901RL = 53072145 Theis icy improve change, te tintedstar rano- eon number cm the itatedeicrted erfaidt lc the ece•clat R I AVIATION LLC regbeadon mamba, sheen. 940 CANDLECREST OR 4 Cry &flan atria ten ha. SEMI icgettion with fie WESTLAKE VILLAGE CA 91362-5641 ) — hiti thddradin cartlAwie a Herr attar lo opetta the tetra perging receipt el mime °sada ts of repatrabon P/ f). Lag VaiS1 la•a'—' 22 m1300( --- i °Mannino:4 certilcoleotalnioreariese tom your neer es Fin standet Meld Oak* . joi lbrialist FAAformatilid, Application i DME For Aleitortintise on Ma le dab& APRIL 26. 2001 Rw ainirewhineia clamilloilion aid ceispory: STD TRANSP INSTRUCHOPIS: r SIGN AND RETURN THE ORIGINAL of gas bin to the CS Avierton Regety. AFS-758 wilitn S days after the special repel elm number s affixed on the aircraft A wised cart:dm:ate wfl then be Issued Ths authority is raid for 90 days from the issue date. The aultiodty go JANUARY 06. 2005 seethe apiadal rearberapiree: GER- lECKTKVF I entity that the special reigstrabon number was placed on the RERAN FORM TO aircraft d d above end AVIattor Repistry. PI- S (50 P.O. Boa 25507 of Gamer re4 Oldehorna City. Of aroma 731250504 Tice of Owner . z.--44-- V. Lilt_ a • PLA-4(y,c72_ • .A*2* ,--- r Rat se' • VI r 3/4. ri "s-0 C Cei 03 O r 2 L.r) ri Z 0 (9 cri CD R cc ID cc cc w CC O w U CC Ci- O EFTA 00243993 EFTA01328857

.4 VP4OHVINO MOFIV-DIO Oh at LIU 6 Nur 13002 88 N011V81S1338 I.AVV38111 %FYI HIIM 03134 SDNY_GM_02757072 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA_00243994 EFTA01328858

0 USOsparlinart allereporloran MIMI NISI ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS SPieleIRig"bati°" Number N 90IP.L Newel Makt and Mood ;JELL 430 Present Registraton Number N 74RP 11 x2150 astienseratas 49076 III ICAO AIRCRAFT AOORtSS CODE Issue Date: JANUARY Ohs 2004 FOR N9OIRL a 53072145 This is tine savory to change the United States repairs ton 'lumberman, above described aircraft to the special R L AVIATION LLC registration number shorm. 940 CANOLECRE ST OR Cary dupboate of has form In Via erase together with me WESTLAKE VILLAGE CA 91362-5641 oict western ointlicete asInterim authority to operate the aircraft pending receipt of rented certecate of registration. Obtain a reviled certif.:ate of airworthiness horn your titan eel Flight Standards Driblet Ofka. The latest FAA Form 11304, Application For Airworthiness on S. is detest APkIL 26, 2001 The airworthiness classIlkaelee and newsy Sit. TOANSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this bun to the Civil Aviation Registry. AFS-75 . wrthin 5 days alter the special registrabon number is Ili affixed on the aircraft A revised certificate will then be issued. This authonty is valid for 90 days from the iSsue date. The authority to use the special number expires. JANUARY 06 • 2005 CERTIFICATION. I certify that the special registration number was placed on the RETURN FORM TO aircraft described above. Civil Aviation Registry, AFS-750 P.O. Box 25500 Signature of Owner Oklahoma City, Oklahoma 73125-0504 Title of Owner. Date Placed on Aircraft con ra6) Sup cedes Previous Edition SDNY_GM_02757073 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243995 EFTA01328859

• • SDNYGM02757074 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243996 EFTA01328860

I• • Novembe25, 2003 Federal Aviation Administration Central Records Division Oklahoma City, Oklahoma PART I Please assign N90IRL to the following aircraft: N74RP, Bell 430, Serial Number 49078 Which is being purchased by: RI. Aviation LLC PART II Please reserve N74RP in the name only for: Warner Communications, Inc. 77:7€ Pr. 4 JAN 0 6 2004 w AvAILABLB .„ RE5ENE4 N:_y_iilit=k, :JAN 0 6 2004 P JAN 13 2004 Payment of the required $10.00 fee is attached. Please send the letter of confirmation to Insured Aircraft Title Service, Inc in the P.D. Room. REQUESTED BY: 003291219063 $10.00 II/75/2003 Serving the Aviation Industry for over 35 years SDNY_GM_02757075 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243997 EFTA01328861

• • VW0HV1NO A110 V wrolV1NO ST I Wd S2 RON EN? NOUVU1'310?1; VV!, 03113 SDNY_GM_02757076 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243998 EFTA01328862

U.S. DEPARTMENT OF TRANSPORTATION . FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases vibcre a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE ASSIGNMENT (SEE CONY it 11031696) DATE EXECUTED 12.31-03 FROM KEY CORPORATE CAPITAL INC (ASSIGNOR) DOCUMENT NO. X.X02563 I TO OR ASSIGNED TO BANC OF AMERICA LEASING AND CAPITAL LLC DATE RECORDED January 13, 2004 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (Lis, by registration number) I TOTAI NUMBER INVOI WI) I N74RP ENGINES I TOTAI NI PURER INVOINFI) 2 MAKE(S) ALLISON 250-C4OB SERIAL NO. 844167 844169 PROPELLERS I TOTAI NICSIRFR INVOI VET) MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI NI MnFlt MVO. \WO LOCATION RECORDED CONVEYANCE FILED IN: N74RP BELL 430 Sthl 49078 . AC FORM 80S0-23 (146)1103240484-6000) SDNY_GM_02757077 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243999 EFTA01328863

SDNY_GM_02757078 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244000 EFTA01328864

0000000 1 3 3 8 xx825631 AGREEMENT of ASSIGNMENT This Agreement of Assignment (this "Agreement"),dated Decerpber 5( , 2003, between_ _ . _ Key Corporate Capital Inc(the "Assignor) and Banc of America Leasing and Capital, LLC (the "Assignee"). CONVEYANCE RECOR3E9 For valuable consideration, the receipt and adequacy of wills!? KR Irby. acknowledged, the Assignor hereby agrees with the Assignee as followirn KJ 836 /i TI 0 N 1. Assignment. The Assignor hereby sells, assigns and trap tAT I ON Assignee all of its right, title and interest in, to and under, and the Assi assumes all obligations of the Assignor under, that certain Aircraft Security Agreement and related documents as more particularly described in Schedule A attached hereto. 2. Release of Assignor. Upon the execution of this document by the Assignor and the Assignee, the Assignor shall be released from its obligations under the Aircraft Security Agreement to the extent it has assigned its interests thereunder to the Assignee. and no further consent or action by any party shall be required. 3. Further Assurances. The parties hereto hereby agree to execute and deliver such other instruments and documents and to take such other actions as any party hereto may reasonably request in connection with the transactions contemplated by this Agreement. 4. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties thereto may execute this Agreement by signing any such counterpart. 5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Each of the Assignor and the Assignee have caused this Agreement to be executed and delivered by its duly authorized officer on the date first written above. Banc of America Leasing and Capital, LLC KEY CORP E. CAPITAL INC. If BY: BY: TITLE: 4 e "les))arz..-7"-- TITLE: & pas viscuol ItS.01O$1O4 y lausivamr Plata 1 O536c/113a0P is=c)c) SDNY_GM_02757079 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244001 EFTA01328865

VIVOHnNO All0 V140HV1:40 TO IT WY IC 030 00/ 1i8 N0111%181038 IdV83HIV YV4 HIIM 03113 SDNY_GM_02757080 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244002 EFTA01328866

7r , • 4 0 0 0 0 0 0 0 1 3 3 9 AGREEMENT of ASSIGNMENT This Agreement of Assignment (this "Agreement"), dated December If , 2003, betweer Key Corporate Capital Ine(the "Assignor) and Banc of America Leasing and Capital, LLC (the 'Assignees). For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Assignor hereby agrees with the Assignee as follows: 1. Assignment. The Assignor hereby sells, assigns and transfers to the Assignee all of its right, title and interest in, to and under, and the Assignee hereby assumes all obligations of the Assignor under, that certain Aircraft Security Agreement and related documents as more particularly described in Schedule A attached hereto. 2. Release of Assignor. Upon the execution of this document by the Assignor and the Assignee, the Assignor shall be released from its obligations under the Aircraft Security Agreement to the extent it has assigned its interests thereunder to the Assignee, and no further consent or action by any party shall be required. 3. Further Assurances. The parties hereto hereby agree to execute and deliver such other instruments and documents and to take such other actions as any party hereto may reasonably request in connection with the transactions contemplated by this Agreement. 4. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties thereto may execute this Agreement by signing any such counterpart. 5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Each of the Assignor and the Assignee have caused this Agreement to be executed and delivered by its duly authorized officer on the date first written above. Banc of America Leasing and Capital, LLC KEY CORPORATE CAPITAL INC.4 BY: BY: :CA4C-se/ TITLE: TITLE: C: •P-7.<7.,JOI.Es ii glad, att gat rc5 A wis ica Kei, eau i 'mew friluice 1 SDNY_GM_02757081 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244003 EFTA01328867

SDNY_GM_02757082 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244004 EFTA01328868

0 0 0 0 0 0 0 1 3 4 0 SCHEDULE A TO ASSIGNMENT AGREEMENT (hg- " tetomee) Aircraft Sturity Agreement dated as of November 25, 2004 between RL Aviation, LLC as grantor and Key Corporate Capital Inc., acting through its division Key Equipment Finance, as secured party as supplemented by the Borrower Acknowledgement (Certificate of Acceptance) dated November 25, 2003, by the Grantor, recorded by the Federal Aviation Administration (the "FAA") on Dctertbcr .J3 . 20031and assigned FAA Conveyance No. 11031696. FAA DOCUMENTS 2 SDNY_GM_02757083 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 44005 EFTA01328869

I herebY Ce CERTIFICATE aced lhat I haV0 Comp it th isis •nsUurne anu IgIrotsagi ongmat VII0HV1NO A.110 VHOIIV1)10 TO IT WEI TC 330 COO/ 89-NO1B0118103211JVIJONIV rid HIIM 03114 • P •••• 4 • OS SDNY_GM_02757084 • •••• SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241006 EFTA01328870

U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE AIRCRAFT SECURITY AGREEMENT DATE EXECUTED 11/25/03 FROM R L AVIATION LLC DOCUMENT NO. 11031696 TO OR ASSIGNED TO KEY CORPORATE CAPITAL INC DATE RECORDED December 23, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) i IYITAI NI IMRFR INVOLVE() 1 N74RP ENGINES I TOTAL NI IMRFR MVO' vFn 7 MAKE(S) ALLISON 250-C4OB SERIAL NO. 844167 844169 PROPELLERS I TOTAI NIIMRFR RORK VFI) MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NI IMRFR INVOI VED LOCATION RECORDED CONVEYANCE FILED IN: N74RP, BELL 430, SIN 49078 AC FORM 805.-23 (I-%) (0052-00-5824000) SDNY_GM_02757085 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244007 EFTA01328871

SDNYGM02757086 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244008 EFTA01328872

• 0 C WEMPV1ba04 Semi, Agoura 41.X Seedell 1103 0 0 0 0 0 0 2 4 :3 7 AIRCRAFT SECURITY AGREEMENT between RL AVIATION, LLC as the Grantor and KEY CORPORATE CAPITAL acting through Its division Key Equipment Finance as the Secured Party Dated as of November g95 , 2003 N74RP to become N901FtL SDNY_GM_02757087 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244009 EFTA01328873

InIOHnNO All0 hi I LW S2 RON 8 NOLLM9103ii liVUOUIV az! HIM 03114 SDNY_GM_02757088 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241010 EFTA01328874

boo0ootrigousoNam§ bit ARTICLE I. GRANT OF SECURITY INTEREST Section 1.1 Grant of Security Interest Section 1.2 Filing of Financing Statements and Continuation Statements Section 1.3 Delivery and Acceptance 1 ARTICLE 2. COVENANTS Section 2.1 Ownership and Liens 1 Section 2.2 Registration and Operation.. 2 Section 2.3 Records and Reports 2 Section 2.4 Maintenance 2 Section 2.5 Replacement of Parts 2 Section 2.6 Alterations, Modifications and Additions 2 Section 2.7 Maintenance of Other Engines 3 Section 2.8 Payment of Obligations 3 Section 2.9 Change of Name or Location r 3 Section 2.10 Inspection3 Section 2.11 Aircraft Registration 3 Section 2.12 Financial and Other Data 3 ARTICLE 3. EVENTS OF LOSS 3 Section 3.1 Event of Loss with Respect to the Aircraft 3 Section 3.2 Application of Payments from Governmental Authorities or other Persons 3 ARTICLE 4. INSURANCE Section 4.1 Insurance 3 Section 4.2 Certificates of Insurance Section 4.3 Proceeds of Insurance 4 Section 4.4 No Right to Self-Insure 4 ARTICLE 5. EVENTS OF DEFAULT AND REMEDIES 4 Section 5.1 Events of Default; Remedies Section 5.2 Remedies Section 5.3 Remedies Cumulative Section 5.4 Grantor's Waiver of Rights Section 5.5 Power of Attorney Section 5.6 Distribution of Amounts Received After an Event of Default 5 Section 5.7 Suits for Enforcement 6 ARTICLE 6. REPRESENTATIONS AND WARRANTIES 6 Section 6.1 Representations, Warranties and Covenants of Grantor ARTICLE 7. SECURITY INTEREST ABSOLUTE 6 Section 7.1 Security Interest Absolute 6 ARTICLE 8. MISCELLANEOUS Section 8.1 GOVERNING LAW 7 Section 8.2 Notices 7 Section 8.3 Limitation as to Enforcement of Rights, Remedies and Claims.. 7 Section 8.4 Severability of Invalid Provisions 7 Section 8.5 Benefit of Parties, Successors and Assigns; Entire Apeanent. 7 Section 8.6 Further Assurances 7 Section 8.7 Performance by Secured Party Section 8.8 Indemnity 7 Section 8.9 Amendments ' Section 8.10 Consent to lurisdktion. Section 8.11 Waiver *rimy Trial 7 Section 8.12 Counterpart Execution 8 ARTICLE 9. DEFINITIONS Section 9.1 Definitions 8 Form No.: AIR 02-501.802 Pori SDNY_GM_02757089 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244011 EFTA01328875

SDNY_GM_02757090 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244012 EFTA01328876

EOURtlY AtirErflre • • 0 0 0 CPITRAfts • 71US AIRCRAFT SECURITY AGREEMENT ("Agreement") is made and entered into as of Novernb %9°Y'Yeetral KEY CORPORATE CAPITAL INC., acting through its division Key Equipment Finance. a Michigan corporation having an.o eat no ammo Pam Strait 8th Floor, Albany, New York 12207 ("Secured Party') and RL AVIATION, LLC. a California limited liability company organized and having its chief executive offices located 31330 Oak Crest Drive, Westlake Village, CA 91361 ("Grantor—). Capitalized terms not otherwise defined herein shall have the meanings given in Article 9 hereof. -7- Z03/G96 RECITALS A. Pursuant to a Promissory Note of even date (collectively, together with all amendments, modification[ neettinitplements thereto, if any, the "Promissory Note') by the Grantor, in favor of Secured Party, the Secured Party has agreed to make a term loan to the Grantor (the "loan"). B. As a condition precedent to the making of the Loan under the Promissory Note, the Grantor is required to execute and deliver this Agreement. C. Grantor is duly authorized to execute, deliver and perform this Agreement NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of within hereby acknewilredgeWil in order to induce the Secured Party to make the loan pursuant to the Promissory Note, the Grantor agrees. for the benefit of the' ARTICLE I. GRANT OF SECURITY I TEREST Section 1.1 Grant of Security Interest. The Grantor, in consideration of the premises and other good and valuable consideration, receipt whereof is hereby acknowledged, and in order to secure the payment of the principal of and interest on the Loan according to its tenor and effect, and to secure the payment of all other indebtedness under the Loan Documents and the performance and observance of all covenants and conditions contained in the Loan (collectively referred to as the "Liabilities,. does hereby convey, warrant, mortgage, assign, pledge, and grant a security interest to the Secured Party, its successors and assigns, in all and singular of the Grantor's right, title and interest in and to the properties, rights, interests and privileges described below and all proceeds thereof (all of which properties, rights, interests and privileges hereby mortgaged, assigned, pledged and granted or intended so to be, together with all proceeds thereof, are hereinafter collectively referred to as the 'Collateral"): (i) all of the Grantor's rights, title and interests in the Equipment (including the Airframe, the Engines, and the Pans) and substitutions and replacements of any of the foregoing; and (ii) any and all service and warranty rights related to the Equipment. including without limitation the Engines, and claims under any thereof; and (iii) all proceeds of any or all of the foregoing, whenever acquired, including, but not limited to, the proceeds of any insurance maintained with respect to any of the foregoing and all proceeds payable or received with respect to any condemnation, expropriation, requisition or other Event of Loss, or the proceeds of any warranty; and (iv) the Purchase Agreement and the Bill of Sale, together with all rights, powers, privileges, options and other benefits of the Grantor under the Purchase Agreement and the Bill of Sale. The conveyance, warranty. mortgage, assignment, pledge and security interest created hereunder in all of the foregoing Collateral are effective and operative immediately, and shall continue in full force and effect until the Grantor shall have made such payments and shall have duly, fully and finally performed and observed all of its agreements and covenants and provisions then required hereunder and under the other Loan Documents. (;•W 0:1(i P.P1 9 38 Section t.2 Fillet of Financing Statements and Continuation Statements. Secured Party is hereby authorized by Grantor to file UCC financing statements and amendments thereto, listing Grantor as debtor, and Secured Party and/or its assigns, as secured party, and describing the Collateral, and assignments and amendments thereof. The Grantor, at the request of the Secured Party, will execute and deliver to the Secured Party for filing, if not already filed, such financing statements or other documents and such continuation statements with respect to financing statements previously filed relating to the conveyance, warranty, mortgage, assignment, pledge and security interest created under this Agreement in the Collateral and any other documents that may be required in order to comply with the Act or other applicable law or as may be specified from time to time by the Secured Party. Delivery and Acceptance. SECURED PARTY SHALL HAVE NO OBLIGATION TO ADVANCE ANY FUNDS TO BORROWER UNLESS AND UNTIL SECURED PARTY SHALL HAVE RECEIVED A BORROWER'S ACKNOWLEDGMENT (Certificate of Acceptance) RELATING TO THE EQUIPMENT EXECUTED BY BORROWER. Such Grantor's Acknowledgment shall constitute Grantor's acknowledgment that such Equipment (a) was received by Grantor, (b) is satisfactory to Grantor in all respects, (c) is suitable for Grantor's purposes, (d) is in good order, repair and condition, (e) operates properly, and (f) is subject to all of the terms and conditions of the Loan Documents. Grantor's execution and delivery of a Grantor's Acknowledgment shall be conclusive evidence as between Secured Party and Grantor that the Equipment described herein is in all of the foregoing respects satisfactory to Grantor, and Grantor shall not assert any claim of any nature whatsoever against Secured Party based on any of the foregoing matters; provided, however, that nothing contained herein shall in any way bar, reduce or defeat any claim that Grantor may have against the Seller, supplier or any other person (other than Secured Party). ARTICLE 2. COVENANTS Section I.3 Ownership and Liens. The Grantor will not sell, lease, assign or transfer its interest in the Aircraft, the Airframe or any Engine or directly or indirectly create, incur, assume or suffer to exist any Lien on or with respect to its interest in the Aircraft, the Airframe or any Engine, except for: (a) Liens in favor of the Secured Party; and (b) mechanics' or other like Liens arising in the ordinary course of business for amounts which are not material and the payment of which is either not yet due or is being contested in good faith by appropriate proceedings so long as such proceedings do not, in the Secured Party's opinion, involve any material danger of the attachment, sale, forfeiture or loss of any item of Equipment or any interest therein (including the Lien of the Secured Party). The Grantor will promptly, and in any event Fonn No.: AIR02-501.802 83 3029 /3/4,609 0445 Lta. 010 di.O I S / / /as/o3 Par I of 12 SDNY_GM_02757091 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244013 EFTA01328877

1 SDNYGM02757092 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244014 EFTA01328878

withinfive (5) days, take (or cause to betaked stiff actd n aunaySe neirsati to racharge any such Lien not excepted above if the same shall arise at any time/ . 0 0 U Section IA Registration and Operation. (a) Grantor, at its own cost and expense, shall cause the Aircraft to be duly registered in the name of Grantor as owner and subject only to Secured Party's first priority security interest, and at all times thereafter to remain duly registered, in the name of the Grantor as owner with the FAA pursuant to the Act. The Grantor agrees that it will not utilize any near of Equipment in violation of any law or any rule. regulation or order (including, without limitation, concerning alcoholic beverages or prohibited substances) of any governmental authority having jurisdiction (domestic or foreign) or in violation of any airworthiness certificate, license or registration relating to any item of Equipment issued by any such authority, except to the extent such violation is not material or the validity or application of any such law, rule, regulation or order is being contested in good faith and by appropriate proceedings (but only so long as such proceedings do not, in the Secured Party's opinion, involve any material danger of the sale, forfeiture Of loss of such item of Equipment. or any interest, including the Secured Party's security interest, therein). Without the express prior written consent of Secured Party, which consent shall not be unreasonably withheld, the Grantor shall not utilize the Aircraft outside of the continental United States and Canada. Grantor shall give Secured Party prior notice of use of the Aircraft outside of the continental United States and Canada. (c) The Grantor agrees that it will not utilize any item of Equipment in any area excluded from coverage by the insurance required by the terms of Article 4. Section 1.5 Records and Reports. The Grantor shall cause all records, logs and other materials required by the FAA and any other governmental authority having jurisdiction to be maintained in respect of each item of Equipment. Grantor shall promptly furnish or cause to be furnished to the Secured Party such information as may be required to enable the Secured Party to file any reports required to be filed by the Secured Party with any governmental authority because of the Secured Party's interests in any item of Equipment. Scales 1.6 %Oaten's«. (a) Grantor, at its own cost and expense, shall fly, maintain, inspect, service, repair, overhaul and test the Aircraft (including each Engine of same), or shall cause the Aircraft to be maintained, inspected, serviced, repaired, overhauled and tested, under an approved FAA maintenance program and in accordance with (i) all maintenance manuals initially furnished with the Aircraft. including any subsequent amendments or supplements to such manuals issued by the manufacturer from time to time, (ii) all mandatory "Service Bulletins" issued, supplied, or available by or through the manufacturer and/or the manufacturer of any Engine or part with respect to the Aircraft having a compliance date during the term of the Promissory Note and up to twelve (12) months thereafter, and (iii) all airworthiness directives issued by the FAA or similar regulatory agency having jurisdictiorul authority, and causing compliance with such directives or circulars to be completed through corrective modification or operating manual restrictions. having a compliance date during the tern of the Promissory Note and twelve (12) months thereafter. Grantor shall maintain the Aircraft in good and safe working order and in substantially the same condition as when originally delivered to Grantor hereunder, ordinary wear and tear excepted- Grantor shall cause the Aircraft to maintain an FAA Airworthinen Certificate at all times other than when the Aircraft as a whole is the subject of an Event of Loss occurrence under Section 1.15. Grantor shall maintain, or shall cause to be maintained, in the English language, all records, logs and other materials required by the manufacturer thereof for enforcement of any warranties or by the FAA. All maintenance procedures required hereby shall be undertaken and completed in accordance with the manufacturer's recommended procedures, and by property trained, licensed and certified maintenance sources and maintenance personnel, so as to keep the Aircraft and each Engine in as good operating condition as what delivered to Grantor hereunder, ordinary wear and tear excepted, and so as to keep the Aircraft in such operating condition as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act. Section 1.7 Replacement of Parts. The Grantor, at its own cost and expense, will promptly cause the replacement of all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, the Grantor, at its own cost and expense, may permit the removal in the ordinary course of maintenance, service, repair, overhaul or testing of any Parts, whether or not worn out, lost, stolen, destroyed, seized, conftscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that the Grantor, at its own cost and expense, will cause such Parts to be replaced as promptly as possible. All replacement Parts shall be free and dear of all Liens (except for Permitted Liens), shall be in as good operating condition as, and shall have a value and utility at least substantially equal to, the Pads replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. The Grantor's rights, title and interests in all Parts at any time removed from any item of Equipment shall remain subject to the lien of this Agreement no matter where located, until such time as such Parts shall be replaced by Parts which have been incorporated in such item of Equipment and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to any item of Equipment as above provided, without further act, (i) the Grantor's rights, title and interests in such replacement Part shall become subject to the Lien of this Agreement, and such replacement Part shall be deemed part of such item of Equipment for all purposes hereof to the same extent as the Parts originally incorporated in such item of Equipment, and (ii) the Grantor's rights, title and interests in the replaced Part shall be released from the Lien of this Agreement and the replaced Pad shall no longer be deemed a Part hereunder. The Grantor shall, not less often than once during each calendar year, provide to the Secured Party written confirmation, in form and content acceptable to the Secured Party, that the Grantor has complied with the provisions of this Section 1.7. Section 1.8 Alteration, Modifications and Additions. The Grantor, at its own cost and expense, shall cause such alterations and modifications in and additions to the Equipment to be made as may be required from time to time to meet the standards of the FAA and of any other governmental authority having jurisdiction and to maintain the certificate of airworthiness for the Aircraft; provided, however, that the validity or application of any such law, rule, regulation or order may be contested in good faith by appropriate proceedings (but only so long as such proceedings do not, in the Secured Party's opinion, involve any material danger of sale, forfeiture or loss of any item of Equipment, or any interest, including the Secured Party's security interest, therein). In addition, the Grantor, at no cost or expense to the Secured Party, may, from time to time, cause such alterations and modifications in and additions to any item of Equipment to be made as the Grantor may deem desirable; provided, that each such alteration, modification and addition is readily removable from such item of Equipment; and provided. further, that no such alteration, modification or addition shall (i) materially diminish the value, utility or condition of such item of Equipment below the value, utility or condition thereof immediately prior to such alteration, modification or addition, assuming the item of Equipment was then of the value and utility and in the condition required to be maintained by the .terms of this Agt ....mint, or (ii) cause the airworthiness certification of the Aircraft to cease to be in good standing under the Act. The Grantor's rights, title and interests in all Parts added to the Aircraft, the Airframe or an Engine as the result of such alteration, modification or addition shall, without further act, be subject to the Lien of this Agreement. Notwithstanding the foregoing sentence of this Section a.8, so long as no Event of Default shall have occurred and be Form No.: AIR 02-501.802 Page 2of 12 SDNY_GM_027576th SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFIA_00244015 EFTA01328879

1 SDNYGM02757.4 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002440 I 6 EFTA01328880

continuing, the Grantor may temple aim Park if (4guelppartlif in piIditigal to,And gla in freplacement of or substitution for, any Part originally incorporated in such item,of EquMmedVat thk tink of &Hive}, theYeof iffany-Part id replacement of or substitution for any such Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such item of Equipment pursuant to the terms of this Article 2, and (iii) such Part can be removed from such item of Equipment without causing any material damage thereto. Upon the removal of any Pan as above provided, the Grantor's rights, title and interests In such Part shall be released from the Lien of this Agreement. Satan 1.9 Maintenance of Other Engines. Each aircraft engine which does not constitute an Engine, but which is installed on the Airframe from time to time, shall be maintained, operated, serviced, repaired, overhauled, altered, modified and tested in accordance with Section 2.6 to the same extent as if it were an Engine. Section 1.10 payment of ObIleations. The Grantor hereby agrees that it will promptly pay or cause to be paid when due all taxes, assessments and other governmental charges imposed with respect to the Collateral (except to the extent being contested in good faith and by appropriate proceedings which do not involve any material risk of loss or forfeiture). Section 1.11 C of Name or Location. In connection with any change of the name, Identity or structure of Grantor that might make the UCC financing statements filed in connection with the transactions contemplated hereby seriously misleading within the meaning of the UCC or any change in the location of the principal place of business of Grantor, Grantor shall (a) duly file appropriate financing statements In all appropriate filing offices prior to such change and (b) give the Secured Party notice of such change and copies of the form of such financing statements at least to Business Days prior to such change. Grantor shall hangar the Aircraft at Elite Aviation, Van Nuys Airport, 74* Hayvenhurst Place, Van Nuys, CA 92406. Grantor shall supply Secured Party with a waiver of any li en or claim of Lien against the Aircraft which could be held by any landlord or mortgagee of the hangar or future aircraft storage facility. Grantor shall not remove the Aircraft, or permit the Aircraft to bet.asal, from its designated home airport for a period in excess of thirty (3o) days, without the prior written consent of Secured Party. Section 1.12 Inspection. The Grantor shall permit, at its expense, the Secured Party or any Person designated by the Secured Party to inspect (I) the Aircraft; [provided, however, that as long as no Event of Default has occurred and is continuing, the Secured Pasty shall not exercise such Inspection rights more than once a year or in such a way so as to unreasonably interfere with any Grantor's use of the Aircraft] and (ii) the logs, maintenance records and other records maintained with respect to the Aircraft. Section 1.13 Aircraft Registration. Grantor shall not change the United States Registration Number of the Aircraft without Secured Party's prior written consent. Grantor shall cause to be filed with the FAA an FAA Bill of Sale, the Agreement, an FAA application for aircraft registration and such other documents as may be required under the Act or as otherwise necessary or prudent to cause the Aircraft to be and remain duly registered at all times with the FAA in the name of Grantor as owner and subject only to Secured Party's first priority perfected security interest. Section 1.14 Mantis! and Other Data. During the term of the Promissory Note and so long as any amounts are outstanding thereunder, Grantor shall furnish Secured Party (a) as soon as available, and in any event within 120 days after the last day of each fiscal year, financial statements of Grantor and each Guarantor and (b) from time to time as Secured Party may reasonably request, other financial reports. information or data (including federal and state income tax returns) and quarterly or interim financial statements of Grantor and each Guarantor. All such information shall be audited (or if audited information is not available, compiled or reviewed) by an independent certified public accountant. ARTICLE 3. T. VENTS OF IASI Section 1.15 Event of toss with Renal to the Aircraft. Upon the occurrence of an Event of loss with respect to the Aircraft, the Grantor shall give the Secured Party prompt written notice (and in any event within three (3) Business Days after such occurrence) thereof, and the Grantor shall, on or before the Business Day which is the earliest of (i) the thirtieth (30th) day following the date of the occurrence of such Event of loss, or (ii) the next Business Day following the receipt of insurance proceeds with respect to such occurrence, pay to the Secured Party the Loss Value. In the event of payment in full by the Grantor of the appropriate Loss Value and all other amounts then due and payable hereunder and under any other Loan Document, the Grantor's rights, title and interest in the Aircraft having suffered the Event of loss shall be released from this Agreement and the Secured Party shall execute and deliver, at the Grantor's cost and expense, such instruments as may be reasonably required to evidence such release. Section 1.16 Mutilation of Payments from Governmental Authorities or other Persons. Any payments (other than insurance proceeds, the application of which is provided for in Article 4 or Section 1.15), received at any time by the Secured Party or Grantor from any governmental authority or other Person with respect to any Event of Loss, or from a governmental authority with respect to an event which does not constitute an Event of Loss, shall be applied as follows: (a) Such payments shall be applied in reduction of the Grantor's obligation to pay the Loss Value, if not already paid by the Grantor, or, if already paid by the Grantor, shall be applied to reimburse the Grantor for its payment of such amounts. The balance, if any. of such payment remaining thereafter, and after payment of all amounts then due and payable under the Loan Documents, shall be paid to the Grantor. (b) If such payments are received with respect to a requisition for use by the government which does not constitute an Event of Loss. such payments may be retained by the Grantor. (c) Notwithstanding the foregoing provisions of this Section 1.16. any payments (other than insurance proceeds, the application of which is provided for in Article 4) received at any time by the Secured Party from any governmental authority a other Person with respect to any Event of Lou, which am payable to the Grantor, shill not be paid to the Grantor if at the time of such payment an Event of Default or Default shall have occurred and be continuing, in which event all such amounts shall be paid to and held by the Secured Party as security for the Liabilities or, at the Secured Party's option, applied by the Secured Party toward the payment of such Liabilities at the time due in such order of application as the Secured Party may from time to time clot. At such time as there shall net be any Event of Default or Default, all such amounts at the time held by the Secured Party in excess of the amount, if any, which the Secured Party shall have elected to apply as above provided shall be paid to the Grantor. In furtherance of the foregoing, the Grantor hereby irrevocably assigns, transfers and sets over to the Secured Party all rights of the Grantor to any award or payment receivcdby or payable to the Grantor on account of an Event of Lon. ARTICLE 4. INSURANCE Section 1.17 Insurance. So long as this Agreement is in effect, Grantor shall at all times, without cost or expense to Secured Party, cause policies of insurance in such form, of such type and with insurers of recognized responsibility reasonably satisfactory to the Secured Party, to be procured and maintained on or in respect of the Aircraft, as follows: Rem No.: AIR 02-501.802 Parlor12 SDNY_GM_02 757095 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_DT244017 EFTA01328881

SDNY GM 02757096 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002440 I 8 EFTA01328882

. (a) Grantor, ayµs olrg canard A• pain. shrifimai@ain ecauato beirniiasined: (I ) comprehensive aircraft liability insurance covering all risks which Secured Party orGfailtorWay akin brats.% of Ore use or operation of the Aircraft in or over any area (including, without limitation. contractual, bodily injury, passenger, public and property damage liability) with respect to the Aircraft in an amount not less than the greater of (i)510.000.002.00 per occurrence and (ii) the amounts of comprehensive aviation liability insurance from time to lime applicable to aircraft operated by Grantor (whether owned or leased) of the type of the Aircraft: (2) cargo liability insurance with respect to the Aircraft; (3) all-risk ground and flight aircraft hull insurance covering the Aircraft in motion and not in motion, and fire and extended coverage and all-risk property damage insurance covering the Engine and all other hems of Equipment while removed from the Airframe, in an amount equal to the greater of the full insurable value of the Aircraft or I I0% of the amount of the Loan and (4) such other insurance against such other risks as is usually carried by similar companies engaged in the same or similar business and similarly situated as Grantor owning or leasing and operating aircraft similar to the Aircraft. All such insurance shall be maintained with insurers of recognized reputation and responsibility (reasonably satisfactory to Secured Party) having a minimum of A- by Best's Key Rating Guide, Category 12, or other rating approved by Secured Party. All insurance policies shall be in a form acceptable to Sauced Party. (b) All insurance policies required hereunder shall (I) require 30 days' prior written notice of cancellation, nonrenewal or material change in coverage to Secured Party (any such cancellation, non-renewal or change, as applicable, not being effective until the thirtieth (30th) day after the giving of such notice): (2) name the Additional Insureds (as hereinafter defined) as an additional insured under the public liability policies and name Secured Party as sole loss payee under the property insurance policies:, (3) not require contributions from other policies held by the Additional Insureds; (4) waive any right of subrogation against the Additional Insureds; (5) in respect of any liability of any of the Additional Insureds. except for the insurers' salvage rights in the event of a Loss or Damage, waive the nght of such insurers to set-off, to counterclaim or to any other deduction, whether by attachment or otherwise, to the extent of any monies due the Additional Insureds under such policies; (6) not require that any of the Additional Insureds pay or be liable for any premiums with respect to such insurance covered thereby; (7) be in full force and effect throughout any geographical areas at any time traversed by any Airframe or Engine; (8) contain a clause requiring the insurer to name any assignee of an Additional Insured's interest as an additional insured and a loss payee; and shall provide that all of the provisions thereof. except the limits of liability. shall operate in the same manner as if there were a separate policy coveting each Additional Insured; and (9) contain breach of warranty provisions providing that, in respect of the interests of the Additional Insureds in such policies, the insurance shall not be invalidated by any action or inaction of Grantor or any other penal (other than an Additional Insured, as to itself only) and shall insure the Additional Insureds regardless of any breach or violation of any wananty, declaration or condition contained in such policies by Grantor or by any other person (other than an Additional Insured, as to itself only). Prior to the first date of funding of the Loan hereunder, and thereafter not less than IS days prior to the expiration dates of the expiring policies theretofore delivered pursuant to this Section. Grantor shall deliver to the Additional Insureds a certificate evidencing the insurance required by this Section; provided, however, that the Additional Insureds shall be under no duty either to ascertain the existence of or to examine such insurance or to advise Grantor in the event such insurance shall not comply with the requirements of this Section. As used in this Section. the term "Additional Insureds" shall mean "KeyCorp. and its subsidiaries and affiliated companies, including Key Corporate Capital Inc, acting through its division Key Equipment Finance." (c) In the event Grantor operates the Aircraft outside the continental United States with the consent of Secured Party, Grantor shall maintain and supply Secured Party proof of the following coverage for all locations which the Aircraft travels to and through: war and allied perils insurance to cover the perils of (i) war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insunection, martial law, military or usurped power or attempts al usurpation of power, (ii) strikes, riots, civil commotion, or labor disturbances, (iii) any act of one or more persons, whether or not agents of a sovereign power, for political or terrorist purposes and whether the loss or damage resulting therefrom is accidental or intentional, (iv) any vandalism, malicious act or act of sabotage, (v) confiscation, naturalization, seizure, restraint. detention, diversion, appropriation, requisition for title or use by or under the order of any government (whether civil, military or de facto) or public or local authority and (vi) hijacking, or any unlawful seizure or wrongful exercise of control of the crew in flight. Section I.18 Certificates of Insurance. The Grantor agrees to furnish the Secured Party on the Closing Date, and promptly after the terms have been fixed for any renewal of, or changes in any material respect with respect to, the insurance required to be maintained pursuant to this Article 4 (but in no event less frequently than annually), until the Liabilities secured hereby are paid in full, an insurance certificate signed by an independent insurance broker reasonably acceptable to the Secured Party describing in reasonable detail the insurance then carried (or to be carried) on each item of Equipment. The Grantor shall cause such broker to agree to advise the Secured Party in wilting at its address set forth in this Agreement, (i) promptly of any default in the payment of any premium and of any other act or omission on the part of the Grantor or otherwise of which such broker has knowledge and which, in such broker's opinion, might invalidate or render unenforceable, in whole or in part, any insurance on any item of Equipment, and (ii) at least thirty (30) days prior to the expiration or termination date of any insurance carried and maintained on any item of Equipment pursuant to this Article 4. The Grantor shall advise the Secured Party of any act or omission which might render insurance unenforceable in whole or in part. Section 1.19 Proceeds ed I risuraner. Any proceeds of insurance received by the Secured Party as a result of an Event of Loss with respect to the Aircraft, shall be applied to reduce the Grantor's obligation to pay the Loss Value, if not already paid by the Grantor, or, if already paid by the Grantor, shall be paid over to the Grantor; provided, however, that if a Default or an Event of Default shall have occurred and be continuing, such proceeds shall be held by the Secured Party as security for the Liabilities or, at the Secured Party's option, applied to the payment of the Liabilities in such order as the Secured Party may from time to time elect. In the event of any damage to, or loss, theft or destruction of, the Aircraft by any cause whatsoever not involving an Event of Loss, all insurance proceeds in respect thereof shall be paid to the Grantor in trust for the repair and restoration of the Aircraft to good repair, condition and working order. Section 1.20 No Right to Self-Inters. Grantor shall not self-insure (by deductible, premium adjustment, or risk retention arrangement of any kind) the insurance required to be maintained hereunder, except to the extent of deductibles usually and customarily maintained by companies engaged in the same or similar business as Grantor and operating the same or similar aircraft. Grantor hereby irrevocably appoints Secured Party as Grantor's attorney-in-fact to file, settle or adjust, and receive payment of claims under any such insurance policy and to endorse Grantor's name on any checks, drafts or other instruments in payment of such claims. Grantor further agrees to give Secured Party prompt notice of any damage to or loss of, the Aircraft, or any part thereof. ARTICLE 5. EVENTS OF DEFAULT AND REMEDIES Section 1.21 Events of Default: Remedies. (a) As used herein, the term "Event of Default' shall mean any of the following events: 0) Grantor fails to pay any installment of principal or interest on the Promissory Note within ten (to) days after the same shall have become due and payable; (2) Grantor or any Guarantor becomes insolvent or makes an assignment for the benefit of its creditors; (3) a receiver, trustee, conservator or liquidator of Grantor or any Guarantor or of all or a substantial part of Grantor's or such Guarantor's assets is appointed with or without the application or consent of Grantor or such Guarantor, respectively; (4) a petition is filed by or against Grantor or any Guarantor under any bankruptcy, insolvency or similar legislation; (5) Grantor or any Guarantor violates or fails to perform any provision of either the Farm No : AIR 02-501.802 Page 4 of 12 SDNY_GM_02 757097 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFIA_00244019 EFTA01328883

1 SONYGM02757098 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244020 EFTA01328884

Loan Documents or any other loartleasfpr qftdit areepient 6f anylacq9sitiom or (isrchape agreement with Secured Party or any other party; (6) Grantor violates or fails to perform ley &rvenat of-teprnentifion made by Grant& in the Loan Documents; (7) any representation or warranty made herein or in any of the Loan Documents, certificates, financial statements or other statements furnished to Secured Pasty (or Secured Party's parent, subsidiaries or affiliates) shall prove to be false or misleading in any material respect as of the date on which the same was made; (8) Grantor makes a bulk transfer of furniture, fixtures or other equipment or inventory; (9) there is a material adverse change in Grantor's or any Guarantor's financial condition; (to) Grantor merges or consolidates with any other corporation or entity, or sells, leases or disposes of all or substantially all of its assets without the prior written consent of Secured Party; (it) a change in control occurs in Grantor or any Guarantor; (r2) the death or dissolution of Grantor or any Guarantor; (13) any of the liens created or granted hereby, or intended to be granted or created hereby, to Secured Party shall fail to be valid, first priority perfected liens subject to no prior or equal lien; or Dolan additional Lien attaches to the Equipment or the Equipment becomes subject to risk of seizure or forfeiture. Section 1.22 )remedies. The Grantor agrees, to the full extent that it lawfully may, that if one or more Events of Default shall have occurred and be continuing, then in every such case the Secured Party may exercise any or all of the rights and powers and pursue any and all of the remedies available to it hereunder or in any other Loan Document or available to a secured party under the Uniform Commercial Code or any other provision of law or equity; the Secured Party may declare the Promissory Note and all interest thereon and all Liabilities to be immediately due and payable; the Secured Party may exclude the Grantor from the Collateral; and the Secured Party may sell, assign, transfer and deliver, to the extent permitted by law, the Collateral or any interest therein, whether or not the Collateral is in the constructive possession of the Secured Party or the Person conducting the sale, at any private sale or public auction with or without demand, advertisement or notice (except as may be required by law) of the date, time and place of sale and any adjournment thereof, for cash or credit or other property, for immediate or future delivery and for such price or prices and on such terms and to such Persons as the Secured Party in its discretion may determine or as may be required by law; and the Secured Party may otherwise dispose of, hold or use the Collateral, or any part thereof, as the Secured Party in its sole discretion may determine, in each case free and dear of any rights of the Grantor and without any duty to account to the Grantor with respect to any such action or inaction or for any proceeds with respect thereto. It is agreed that ten (to) days' notice to the Grantor of the date, time and place (and terms, in the case of a private sale) of any proposed sale by the Secured Party of the Collateral or any part thereof or interest therein is reasonable. The Secured Party may proceed to enforce its tights by directing payment to it of all monies payable under any aip ',sant relating to the Collateral, by proceedings in any court of competent jurisdiction for an appointment of a receiver or for the sale of all or any part of the Collateral possession to which the Secured Party shall at the time be entitled hereunder or for foreclosure of such Collateral, or by any other action, suit, remedy or proceeding authorized or permined by this Agreement or at law or by equity, and may file such proofs of claim or other papas or documents as necessary or advisable in order to have the claims of the Secured Party asserted or upheld in any bankruptcy, receivership or other judicial ease or proceeding. In addition to the foregoing remedies, the Grantor shall be liable for any and all unpaid amounts due hereunder and under the other Loan Documents before, during and after the exercise of any of the foregoing remedies and for all reasonable legal fees and other reasonable costs and expenses of the Secured Party, including, without limitation, attorneys' fees and legal expenses, incurred by reason of the occurrence of any Event of Default or the exercise of any remedies with respect thereto. Section 1.23 Remedies Cumulative. Each and every right, power and remedy herein specifically given to the Secured Party or otherwise in this Agreement or the other Loan Documents shall be cumulative and shall be in addition to every other right, power and remedy herein or therein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein or therein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Secured Party, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Secured Party in the exercise of any right, power or remedy or in the pursuit of any remedy shall impair any such right, power or remedy or be construed to be a waiver of any default on the part of the Grantor to be an acquiescence therein. Section 1.24 Grantor's Waiver of Riehia. To the extent permitted by applicable law, the Grantor hereby waives any rights, now or hereafter conferred by statute or otherwise, which might limit or modify any of the rights or remedies of the Secured Party under or in connection with this Article 6. Section 1.25 Power of Attorney. The Grantor hereby appoints the Secured Party or its designated agent as such Grantor's attorney- in-fact, irrevocably, with full power of substitution, to collect all payments with respect to the Collateral due and to become due under or arising out of this Agreement or any other Loan Document, to receive all moneys (including, but not limited to, proceeds of insurance) which may become due under any policy insuring the Collateral and all awards payable in connection with the condemnation, requisition or seizure of the Collateral, or any part thereof, to execute proofs of claim, to endorse drafts, checks and other instruments for the payment of money payable to the Grantor in payment of such insurance moneys and to do all other acts, things, take any actions (including the filing of financing statements or other documents) or institute any proceedings which the Secured Party may deem to be necessary or appropriate at any time to protect and preserve the interest of the Secured Party in the Collateral, or in this Agreement or the other Loan Documents. Section 1.26 Distribution of Amounts Received After an Event of Desalt. All payments received and amounts realized by the Secured Party with respect to the Collateral after an Event of Default shall have occurred and be continuing (whether realized from the exercise of any remedies pursuant to this Articles or otherwise), as well as payments or amounts then held by the Secured Party as part of the Collateral, shall be distributed by the Secured Party in the following order of priority: ES, so much of such payments and amounts as shall be required to pay the expenses paid by the Secured Party pursuant to this Ankle 5 (to the extent not persiously reimbursed) shall be paid to the Secured Party: Second, so much of such payments or amounts as shall be required to pay the amounts payable to any Indemnified Party (to the extent not previously reimbursed) shall be paid to such Indernnifial Party; Mkt so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of the Loan. the accrued but unpaid interest thereon to the date of distribution, indemnification for funding losses, if any. and all other Liabilities, shall be paid to the Secured Party; such payments or amounts to be applied to the amounts so due, owing or unpaid in such order of application as the Secured Party may from time to time elect; and Fourth, the balance, if any, of such payments or amounts remaining thereafter shall be paid to the Grantor. Form No.: AIR 02-501.802 Page 5 of 12 SDNY_GM_02/57099 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244021 EFTA01328885

I SONY GM 02757100 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244022 EFTA01328886

Section 1.27 Ws 11ngtag .- rot opig of ey deault2i payasentif th4Loan beyond any applicable grace period, then, regardless of whether or not Ilie L.O6n s Nth bebh accelerated, the Secured Party may proceed to enforce the payment of the Loan. The Grantor agrees that, in the case of any default in the payment of the Loan, it will pay the Secured Party such further amount as shall De sufficient to pay the costs and expenses of collection, including reasonable attorneys' fees and expenses. ARTICLE 6. REPRESENTATIONS AND WARRANTIF.$ Section I.2$ Representations. Warranties and Covenants of Grantor. Grantor represents, warrants and covenants that: (a) Grantor (i) is, and will raisin. duly organized, existing and in good standing under the laws of the State set forth in the preamble of this Agreement, (ii) has its chief executive rakes at the location set forth in such paragraph, (iii) is, and will remain, duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and operations, and (iv) is and will continue to be a "citizen of the United States", within the meaning of the Tide 49, Subtitle VII of the United States Code, as amended and modified, and the regulations thereunder so long as any Liabilities are din to Secured Party under the Loan Documents; Grantor has full power. authority and legal right to enter into, and to perform its obligations under, each of the Loan Documents and has full right and lawful authority to grant the security interest described in this Agreement; (c) The Loan Documents have been duly authorized, executed and delivered by Grantor and constitute legal. valid and binding agreements enforceable under all applicable laws in accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws; (d) No approval. consent or withholding of objections is required from any governmental body. agency. authority or instrumentality or any other entity with respect to the entry into, or performance by, Grantor Many of the Loan Documents, except such as have already been obtained; (e) The entry into, and performance by, Grantor of the Loan Documents will not (i) violate any of Grantor's organisational documents or any judgment, order, law or regulation applicable to Grantor, or (ii) result in any breach of. constitute a default under, or result in the creation of. any lien. claim a encumbrance on any of Grantors property (except for liens in favor of Secured Party) pursuant to, any indenture mortgage, deed of true, bank loan, credit agreement, or other agreement or instrument to which Grantor is a parry; (4 There are no suits or proceedings pending or threatened in court or before any commission, board or other administrative agency against or affecting Grantor which could, in the aggregate, have a material adverse effect on Grantor, its business or operations, or its ability to perform its obligations under the Loan Documents: (g) All financial statements. if any, delivered to Secured Party in connection with the Liabilities have been prepared in accordance with generally accepted accounting principles, and since the date of the most recent financial statement there has been no material adverse change in Grantor's financial condition or business prospects; (h) Grantor is (or. to the extent that the Aircraft is to be acquired hereafter, will be) and will remain the sole lawful owner and, except as otherwise consented to in writing by Secured Party. Grantor will remain in sole, open and notorious possession of the Aircraft: and Grantor has good and marketable title to the Aircraft, and shall keep the Aircraft free from all security interests, liens and encumbrances whatsoever other than those in favor of Secured Party and Grantor shall defend the Aircraft against all claims and demands of all other persons claiming any interest therein; (i) Grantor shall promptly pay or cause to be paid all taxes. license fees, assessments and public and private charges, that are or may be levied or assessed on or against the Aircraft or the ownership or use thereof, or on this Agreement; (j) Ifs the time of Grantor's execution of this Agreement. Grantor is not the registered owner of the Aircraft, as shown in the records of the United States Federal Aviation Administration ("FAA, Grantor al its own expense shall immediately register the Aircraft in its name with the FAA and, so long as any Liability is due to Secured Party. Grantor shall not impair such registration or cause it to be impaired, suspended or cancelled, nor register the Aircraft under the laws of any country except the United States of America; (k) Grantor shall promptly notify Secured Party of any facts or occurrences which do or, by passage of time or otherwise, will constitute a bench of any of the above warranties and covenants: (I) Each Engine is greater than 750 rated take-off horsepower; (m) Grantor will furnish to Secured Party (a) as soon as availably, but in any event not later than 120 days' after the end of each fiscal year of Grantor. a consolidated balance sheet of Grantor as at the end of such fiscal year. and consolidated statements of income and changes in financial position of Grantor for such fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting principles applied on a basis consistently maintained throughout the period involved and certified by Grantor's chief financial officer; and (b) promptly, such additional financial and other information as Secured Party may from time to time reasonably request. (n) Grantor has accepted the Aircraft; • (o) Without Secured Party's prior written consent. Grantor will not sell, convey, transfer. exchange, lease or otherwise relinquish possession or dispose of any Collateral or attempt or offer to do any of the foregoing ARTICLE 7. SECURITY INTEREST ABSOLUTE Section 1.29 Sayan' Infant Absolute. All rights of the Secured Party and the security interests granted to the Secured Party hereunder, and all obligations of the Grantor hereunder, shall be absolute and unconditional, iiiwapestive of: (a) any lack of validity or enforceability of any Loan Document; (b) the failure of the Secured Party to Form No.: AIR 02-501102 Page 6 of 12 SDNY GM 02757101 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244023 EFTA01328887

1 SONYGMJ)2757102 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244024 EFTA01328888

() assert any claim or ma or thenfiagge an9nglwar rer4dy ;ain't the Grantor or any other Person under the provisions of • tI8Lcal8A r riml ny Wher L Ni ctIfflelt or &Erma; or (ii) to exercise any right or remedy against any guarantor of. or collateral securing, any of the Liabilities: (e) any change in the time, manner or place of payment of, or in any other tam of, all or any of the Liabilities or any other extension, compromise or renewal of any of the Liabilities; (d) any reduction, limitation. impairment or termination of any of the Liabilities for any reason, including any claim of waiver, release, surrender, alteration or compromise. and shall not be subject to (and the Grantor hereby waives any right to or claim of) any defense or setoff. counterclaim, raoupinent or termination whatsoever by reason of the invalidity. illegality, nongenuineness. irregulatity, compromise, unenforceability of, or any other event or occurrence affecting, any of the Liabilities; (e) any amendment to. rescission. waiver, or other modification of. or any consent to departure from, any of the terms of the Loan Agreement or any other Loan Document; to any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Liabilities; or any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantor, any Surety Of any guarantor. ARTICLE 8. MISCELLANEOUS Section 130 GOVERNING LAW. THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, ME LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. Section 1.31 Notices. Unless otherwise expressly specified or permitted by the terms hereof, all communications, consents and notices provided for herein shall be in writing and shall be, if by telegram or telecopier, deemed to have been given when sent (with electronic confirmation, if sent by telecopier), and if mailed, shall be deemed to have been given three (3) business days after the date sent by registered or certified mail, postage prepaid, to the addresses specified on the signature pages hereof or at such other addresses as may be specified by written notice to the parties hereto. Section 1.32 Limitation as to Enforcement of Rights, Remedies and Claims. Nothing in this Agreement, whether express or implied, shall be construed to give to any Person other than the Grantor and the Secured Party any legal or equitable right, remedy or claim under or in respect of this Agreement or any other Loan Document, Section 133 Severabilltv of Invalid Provision. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such provision, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Section 1.31 Benefit of Parties. Successors and Assignor Entire Agreement. All representations, warranties, covenants and agreements contained herein or delivered in connection herewith shall be binding upon, and inure to the benefit of, the Grantor and the Secured Party and their respective legal representatives, successors and assigns; provided, however, that the Grantor may not assign its obligations hereunder. This Agreement, together with the other Loan Documents, constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior understandings and agreements of such parties. Section 135 hither Assurances. At any time and from time to time, upon the request of the Secured Party, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents as may be specified in such request, and as are necessary or desirable to perfect, preserve or protect the security interests and assignments created or intended to be created hereby, or to obtain for the Secured Party the full benefit of the specific rights and powers herein granted, including, without limitation, the execution and delivery of Uniform Commercial Code financing statements and continuation statements with respect thereto, or similar instruments relating to the perfection of the mortgage, security interests or assignments created or intended to be created hereby. Section 136 Performance by Secured Party. In its discretion, the Secured Party may (but shall not be obligated to), at any time and from time to time (regardless of whether or not an Event of Default has occurred), for the account of the Grantor, pay any amount or do any act required of the Grantor hereunder and which the Grantor fails to pay or do at the time required hereunder, and any such payment shall be repayable by the Grantor on demand to the Secured Party, shall bear interest at the Default Rate and shall be secured by the Collateral. Section 137 Indemnity. The Grantor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting from the Secured Party's gross negligence or willful misconduct. Section 138 Amendments. Neither this Agreement, nor any of the terms hereof, may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing which is signed by the party against whom the enforcement of the termination, amendment, supplement, waiver or modification is sought. Section 1.39 Consent to Jurisdiction. To induce the Secured Party to accept this Agreement, the Grantor irrevocably agrees that, subject to the Secured Party's sole and absolute election, ALL ACTIONS OR PROCEEDINGS IN ANY WAY MUSING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LITIGATED IN COURTS HAVING SITUS IN ALBANY, NEW YORK THE GRANTOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY COURT LOCATED WITHIN ALBANY, NEW YORK, WAIVES PERSONAL SERVICE OF PROCESS UPON THE GRANTOR, AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO THE GRANTOR AT THE ADDRESS STATED ON THE SIGNATURE PAGE HEREOF AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT. Section 1.40 Waiver of Jury Trial. THE GRANTOR AND THE SECURED PARTY EACH WAIVES ANY RIGHT TO ATRIAL BY JURY IN ANY ACTION OR PROCEEDING TO .ENFORCE OR DEFEND ANY RIGHTS (a) UNDER THIS AGREEMENT OR ANY LOAN Fam No.: AIR 02-501.802 Page 7 of 12 SDNY_GM_02757103 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244025 EFTA01328889

SDNY_GM_02757104 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244026 EFTA01328890

DOCUMENT OR ANY IMAM oosigiagrIENa INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED ORWHICH MAY 111111111=R EEliTE D IN ON WITH MIS AGREEMENT OR ANY LOAN DOCUMENT OR (b) ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE GRANTOR AGREES THAT IT WILL NOT ASSERT ANY CLAIM AGAINST THE SECURED PARTY OR ANY OTHER PERSON INDEMNIFIED UNDER THIS AGREEMENT ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES. Section 1.41 Counterpart Execution. This Agreement and any amendment to this Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument. Fully executed sets of counterparts shall be delivered to, and retained by, the Grantor and the Secured Party. ARTICLE 9. DEFINITIONS Section 1.42 Definitions. In this Agreement, unless the context otherwise requires, the terms defined herein and in any agreement executed in connection herewith include, where appropriate, the plural as well as the singular and the singular as well as the plural. Except as otherwise indicated, all agreements defined herein refer to the same as from time to time amended or supplemented, or the terms thereof waived or modified in accordance herewith and therewith. Unless otherwise defined herein, capitalized terms used herein shall have the meanings given thereto in the Promissory Note. The following terms shall have the respective meanings set forth below "Act" means the Federal Aviation Act of 1958, as amended from time to time and modified at 49 U.S.C. § 44101 et seq. "Agreement", "this Agreement", "hereby", "herein", "hereof", "hereunder" or other like words means this Aircraft Security Agreement, as it may be amended. modified or supplemented from time to time. "Aircraft" shall mean the Airframe together with the Engine(s), whether or not such Engine(s) are installed on the Airframe or anyother airframe. "Airframe" shall mean (A) the one (1) 2001 Bell Helicopter Model 430 (excluding, however, the Engine or engines from time to time installed thereon) having the tired States Registration Number and manufacturer's serial number specified on Schedule I attached hereto (B) any and all avionics, appliances. instruments, accessones and parts, and all replacements therefor, which are from time to time incorporated or insulted in or attached thereto or which have been removed therefrom, and (C) any replacement airframe which may from time to time be substituted for such Airframe in accordance with the terms of the Agreement "Business Day" means a day other than a Sat day or Sunday on which the banks are open for business in Albany, New York. "Bill of Sale" meads. the Bill of Sale dated by Seller ("Seller") to the Grantor with respect to the Aircraft, as it may be amended. modified or supplemented from time to time. "Closing Date" means the date on which the Secured Pasty makes the Loan to Grantor pursuant to the Promissory Note. "Coil ' shall have the meaning set forth in Section 1.1 hereof. "Default" means an event which. after the giving of notice or lapse of time, or both. would become an Event of Default. "Default Rate" means the rate per annum tat forth in Section 7 of the Promissory Note. "Engine" shall mean 2 each of the Allison 250-O10B having the manufacturer's serial number specified on $cheduk I attached hereto (which engine(s) have mote than 750 rated takeoff horsepower or the equivalent of such horsepower), whether or not from time to time installed on the Airframe or arty other airframe. (2) any replacement engine which may from time to time be substituted for the Engine pursuant to the teams of the Agreement and 0) in either case, any and all parts which are fern time to time incorporated or installed in or attached to the Engine and any and all parts removed therefrom. "Equipment" means any or all of the Airframe, Engines and Parts. "Event of Default" shall have the meaning set forth in Section 1.21 hereof. "Event of Loss" means, with respect to the Aircraft, the Airframe or any Engine, any of the following events with respect to such item of Equipment: (a) such item of Equipment shall be lost, stolen, destroyed, rendered permanently unfit for its intended use, or irreparably damaged, from any cause whatsoever: (b) such item of Equipment shall be returned to the manufacturer or seller or either of their agents or nominees pursuant to any warranty settlement or patent indemnity settlement; (c) • such item of Equipment shall be damaged to the extent that an insurance settlement is made on the basis of a total loss or a constructive or compromised total loss; (d) such item of Equipment shall be prohibited from use for air transportation by any agency of the Government for a period of six months or more: or (e) such item of Equipment shall be taken or requisitioned by condemnation or otherwise by any governmental Person. including a foreign government or the Government resulting in loss of possession by the Grantor for a period of six months or more. An Event of Loss with respect to the Aircraft shall be deemed to have occurred if an Event of Loss occurs with respect to the Airframe or the Engine which constitutes a pan of the Aircraft "FAA" means the United States Federal Aviation Administration or any governmental Person, agency or other authority succeeding to the functions of the Federal Aviation Administration. "Government" means the federal government of the United States of America or any instrumentality or agency thereof. Fonn No.: AIR 02-501.502 Page 8 of 12 SDNY_GM_02757105 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244027 EFTA01328891

SDNY_GM_02757106 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244028 EFTA01328892

or" means indivirnallyed calectiely, gu9antooff Gr2ntor4bligglionstwed to Secured Party. -Ineorriorated In" means incorporated, installed in or attached to or otherwise made a pan of. "Indemnified Parties" means the Secured Party and its successors, assigns, transferees, directors, officers, employees, shareholders, savants and agents. "liabilities" has the meaning given in Section I.I. "Lien" shall mean any mortgage, pledge, lien, charge, encumbrance. lease or security interest or any claim or exercise of rights affecting the title to or any interest in properly. "Loan Documents" means the Promissory Note. the Guaranty and this Agreement "Loss Value" means 100% of the amount necessary to pay in full, as of the date of payment thereof, the principal and seemed interest on the Loan plus any prepayment premium "Parts" means all appliances. parts. components, instruments, appurtenances, accessories, furnishings and other equipment of %tamer nature (other than a complete engine or engines) whether now owned or hereafter acquired which may from time to time be incorporated in the Airframe or any Engine (and "earl" means any of the foregoing) or, after removal therefrom, so long as such Parts remain subject to the Lien of this Agreement in accordance with Section 1.7 or Section 1.8 hereof. **Permitted Lien" means any Lien referral to in clauses (a) and (b) of Seaton 1.3. "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joinostock company. trust. unincorporated organization or government or any agency or political subdivision thereof. "Promissory Note" means that certain Aircraft Promissory Note by Grantor as maker in favor of Secured Party of even date in the amount of $3.300.000.00. "Purchase Agreement" means the Aircraft Sales Agreement dated October I5. 2001. between Seller, and Grantor as Buyer, as it may be amended, modified or supplemented from lime to time. "Records" means the react, logs and other material described in Section 1.5. "Seller" means Warner Communications Inc., Time Warner Inc., Rome Box Office, Inc., New Line Cinema Corporation, Tune Warner Cable Inc., Time Warner Interactive Video Group Inc., Turner Broadcasting System Inc., Warner Bros. Entertainment Inc.. America Online, Inc.. Time Warner Book Group Inc., Time Inc.. Time Lifc Inc., and Wells Fargo Bank Northwest, National Association, as Trustee of the Tune Warner Entertainment Company L.P. Trust, (collectively known as "Seller"). "UCC" or "Uniform Commercial Code" means the Uniform Commercial Code as in effect in any applicable jurisdiction. Fans No.: MR02-501102 Page9W12 SDNY_G114_02757107 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244029 EFTA01328893

SONY GM 02757108 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244030 EFTA01328894

.0 0 0 0 0 0 0 2 4 4 8 IN WITNESS WHEREOF, the panics have each executed this Aircraft Security Agreement, as of the date set forth above. GRANTOR: RI. AV TION, TLC STATE OF ea- ( :*(t3r tA- COUNTY OF L-* kit aatin On this Ij iDay) day of November, 2003, before me the subsenba personally a 4- Le1c- who bang by me duly sworn, did depose and say; that (s) he resides at 1,1 exceks County, State of • that (s) he i a {Mat! Off of "R L AVh2....42FX the corporation described in and with executed the foregoing instrument: and that (s) he ed h name by order of the Board at Directors of said corporation. ) as.: `c17 t...3 Tide: Manager Address: Attention: ills N IA NOTARY P LIC My Commission Expires: ff.,' r is (5 tat:0'5 ANITA Al CIIIKSMAN Alf Carro.' 1112P3718 C OrnmEplresFeb9,2:05 Hatay Putt -Carols r") Los Angeles Cm*, Form No.: AIR 02-5011302 Page I0 of II SDNY_GM_02757109 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241031 EFTA01328895

NW? 21.1 MA10, , 06152S1 v,erissrP V Offs' - • SONY_GM_02757110 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244032 EFTA01328896

STATE OF •0 0 COUNTY OF t and say; that he resides at On this ( da of No , 2003, before me the subscriber unty. State of Colorado: that he i Pass:t .\MrtmeT;Ilt bein:71(ry me duly sworn, did dpidtarPl: the corporation described in and which executed the foregoing instrwnent: and that he signed his name thereto by order of the Board of Directors of said corporation. )Ss.: nsEamE2pARty:4 9 KEY CORPORATE CAPITAL INC., acting through its.9ivision Key Fgyipment F rice By: Name:__DD LD C. DAVIS Title: Address: VICC ID0WIPAttalin Blvd. Superior, CO 80027 Attention: Julie A McAllister Telecopier: 720-304-1470 NOTARY PUBLIC My Commission Expires: preina 3Ot "e,O0-1 Form No AIR 02.501 802 Page 11 of 12 SDNY_Ghl_02757111 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244033 EFTA01328897

SONY_GM_02757112 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244034 EFTA01328898

.0 0 0 0 0 0 0 1 HEALESt 0 FM AVIATION, LLC Airframe Make and Model: United States Registration Number: Airframe Manufaaurer's Serial Number: Engine Make and Model: Engine Manufacturer's Serial Numbers: AVIONICS: Additional Equipment/Features Interior: Cockpit Features: 12001 Bell 430 Helicopter N74RP to betome N90IRL 49078 2 Allison 250-C40B 844167 and 844169 Honeywell IHAS8000 system with KMD850, ART2000 and KTA870 TAS Mark XXII EGPWS Honeywell GNS-XLS enhanced with AFIS ELT-I00-406 ELT with GPS Interface BF Goodrich WX-500 Storinscope System Secondary Transco' 55120 Blind encoder MST67A Secondary Transponder System Shadin ADC-2000 System AFCS w/Flight Director and 4-tube EFTS VHF Comma' and N2 ADF AC Inverter *2 DME Transponder Avionics Master Switch Nay #1 and 012 Gold Crown Harness Radar Altimeter Standby Attitude Indicator Environmental Control System Spirent Cabin Information Display System with 6.4" Monitor Aux. Fuel Provisions and Tank Dual Controls Particle Separator Snow Baffles Co. Pilot wheel and Brakes ICS Retractable Landing gear Heated bird proof windshield Emergency Floats Baker ClUmr/Page M3071 System for Cabin Cabin ICS and Paging System - 5 aft positions Cabin Arn/Fm/CD Entertainment System with IR Remote Control and Touch Control Panels Four Cabin speakers Cabin mounted temperature controls (included with stereo system controls) Cellular telephone with front and rear handsets — analog/digital with cockpit ICS and cabin/cockpit call light feature Passenger door activated lights Strobe lights on aircraft belly Main and tail rotor recognition lights Pulsating forward recognition lights I 20v ac cabin outlets (2) 250 VA invena (laptop power) Rechargeable flashlights (2) 6 passenger interior with 3 forward facing seats and 3 aft facing seats. Cabin floor carpet plus I spare Mechanically operated limo window Custom wood finish inm on doors, limo window and vertical tunnel. Gold plated cabin hardware Cabin Fire extinguisher Refreshment Center Baggage Floor Protector Cockpit kick plates Bose Series X headsets tor crew plus I spare Cockpit map case Sheepskin covers for crew positions Cockpit storage pockets Rosen SUOVISOTS, Pilot and Co-Pilot Rem No AIR 02.501 802 Page 12 of 12 SDNY_GM_02757113 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244035 EFTA01328899

SDNY_GM_02757114 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244036 EFTA01328900

• 0 0 0 0 0 0 0 2 4 S I THIS IS A CERTIFICATE ACKNOWLEDGING ACCEPTANCE OF THE EQUIPMENT FOR PURPOSES OF THE BELOW-REFERENCED LOAN DOCUMENTS. THIS IS NOT A DELIVERY RECEIPT. Ca: 55644 LW: 55645 Ls#: 6600023147 Borrower Acknowledgment (Certificate of Acceptance) Alt the items of Equipment covered by a Promissory Note dated as of November c).5 2003 by the undersigned in lavor of Key C0rpq12te Capital Inc.. acting through its division Key Equipment Finance ('KEF') in cennection with an Aircraft Security Agreement dated as of November 2003 between KEF. as Secured Party, and the undersigned, as Grantor (collectively, the 'Loan Documents'): (a) were received by the undersigned. (b) are satisfactory to the undersigned in ail respects and are acceptable to the undersigned for financing under the Loan Documents. (c) are suitable for the undersigned's purposes. (0) are in good order, repair and condition, (e) have been installed and operate propedy, and (I) are subject to all of the terms and conditions of the Loan Documents. Dated: RL AVIATION.= X Name: Title: Man* " 14. This Certificate is executed in multiple counterparts to facilitate FAA filing Each counterpart, when executed and delivered, shall be an original. but all such counterparts shad together constitute but one and the same instrument. lam Ao 10201-X1203 Pip d SDNY_GM_02757115 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244037 EFTA01328901

4 • • • a CERTIFICATE largelh ve compared this isherrOmunienlar Nd ills V:10HIMO A.110 lid S2 AON CO ill 22 tiCi:C4.1.2: 112.3V2OEIV VVA Kin C3114 . 3 SDNYGlvl_02757116 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFIA_00244038 EFTA01328902

- -13 2 4 3 6 FORA APPROVED Olt NA tt200)AT s "ma STMES OF *ERICA DEPARTMENT OF TRAMPORTATION COMA CERT. ISSUE DATE II 0E0 2 3 2003 MOM MOWN AlasininCeltia 'Malaita ARCSAAFICAL NRCRAFT REGSTRMON APPUCATION REGaTiiini:TrEIFE:00 14 74RP AIRCRAFT MANUFACTURER a TKIGa BELL 430 AJRCORT SERIAL NA 49O7R FOR FAA USE ONLY TYPE OF REGISTRATION Mot one baa O I. Indsdual 0 2. PartnerShO fi ci. Capatein 0 4. Comm 0 5 Goie 0 8. Nonazen NAME OF APPLICANT ilemonO) tram an valence al m-int e nandual. re Iasi none. In. new. arta ROTA MS I • R L AVIATION, LLC remote.* KRIM ( B18) 988-5387 ADDRESS SIM sea fl ees a It mime kW Mots 4110 Met 940 Candlecrest Drive Rval RPM pa sew CITY Westlake Village sun CA TV CODE 91362 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADORESS ATTENTION! Reed the following ESTINM/11 before signing this application. This portion MUST be completed. A lalw or Rah:~ fl air, mmen a the topicarm nag be wo‘nds Mr punsemet te ire and :a mrtscereve OAS. OM. Ta• It See 4000 • CERTIFICATION Wel Ni. Sad Is by Ire III above came warmed appears eta e • amen liMelna ceeptmemei el M'1)W SIMS Oa MYR Int glm Mem el Mite ) a CHECK ONE AS APPROPRIATE a. OARS:MI e/NA et Nen Nalseam (Form I.IM a Form 14411 ma O 0 A vomiliten ocepoiallen cmineee re ably Maness under ly an a lam) . — — _ .. and NM Saab a. Mee And amen)/ me . lee Ureeo Yves Revere* or NM /van we memo lo, Invialon al 0 TM the Mari Nap remised we* PS Ms a any bony cage, end GI Tial NMI Mame a amenlep Is soacreo a me been Nod ern to, Flaw ',Anon A&.nw NOTE: II satubed law obtenertm all ambeartS must sag& Use testae as it lawn TYPE OR NAME DEL MOHAWK Iii s 3 i 1 IL TITLE DATE SIGNATURE F TITLE SIGNATURE TITLE OWE NOTE Petra rent a the talkie, dome" Rgflat re moan rnm to apeman Mamma Fol In mess a SO dye. Ming wrid• Ms Ole NW easy al US eppalan mit be red In Pe •Mall PC Eons IOW (1Z% ICOS24:0428-9C07) Supersedes Nevem Edlion SONY:GT.4_02757117 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00244039 EFTA01328903

4- • • VIVOHTDIO :LP IV ° CI i Wd SZ ZION tag NOILVUIVI}all LAVVOUIV VVA TAUS 0311A SDNY_GM_02757118 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00244040 EFTA01328904

;.. 0 0 0 0 0 0 0 2 4 3 1 UNITED STATES OF AMERICA US DOYATLIENT CF TRANSPORTATION FEDEPAL AVIATION NMINISMATOI AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S 1.00«o.v.e. THE UNDERSIGNED CO. OWNERS OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES • REGISTRATION NUMBER 74RP AIRCRAFT MANUFACTURER & MODEL Bell 430 AIRCRAFT SERIAL No. 49078 DOES THIS 02c i *" DAY OF n , November, 2003, HEREBY SELLGRANT. TRANSFER AND DELVER ALL RIGHTS. TITLE AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: 1i. 0 3 1 G 9 5 1' 3 6P1 9 37 r.)1.1 S T1L'.11.10 N Do Not MO In Tit Sack FOR FAA USE ONLY P U C H A S E R NAMES: RL Aviation, LLC DEALER CERWICATE MUSA AND TO ITS SUCCESSORS AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THISOer-DAY OF November, 2003. S E L L E R S HAMM) OF SELLER (TYPED OR PRINTED) SIONATURMS) ON INM OF MOOTED FOR CGOAMERSHIP, ALL MUST SAW) TREE (TYPED OR PRINTED). Warner Communications Inc. Senior Vice President AND THE OTHER SELLERS NAMED ON THE SIGNATURE PAGES ATTACHED HERETO 1PencvEdo Nu, An_ eo deo 126007.1. 0 33a' /3l,so'1 SS. It/ 23/03 - SDNY_GM_02757119 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244041 EFTA01328905

viNotiviN0 ALIO vto:4v1)10 CI I kW SZ 110N £uul 13 NOILVJ;.•;ii:.1-2;; 1. VIJOHIV 1I3 SDNY_GM_02757120 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244042 EFTA01328906

AIRCRAFT BILL OF SALE Bell 430 model G-V aircraft, MSN 49078, N74RP TIME WARNER INC.. HOME BOX OFFICE, INC. NEW LINE CINEMA CORPORATION TIME WARNER CABLE INC. TIME WARNER INTERACTIVE VIDEO GROUP INC. d/b/a MYSTRO TV TURNER BROADCASTING SYSTEM, INC. WARNER BROS. ENTERTAINMENT INC. By: Name: Spencer B. Hays Title: Senior Vice President of and on behalf of each of the above corporations SDNY_GM_02757121 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244043 EFTA01328907

VII0I1V110 1.110 "1":(11iV1)1.0 £j tim SZ R014 att 118 1,VkliStrak: 11,1E010 "°iv 3 EllA 03113 SDNY_GM_02757122 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244044 EFTA01328908

0 0 0 0 0 0. 0 2 4 3 3 AIRCRAFT BILL OF SALE Bell 430 model G-V aircraft, MSN 49078, N74RP AMERICA ONLINE, INC. TIME WARNER BOOK GROUP INC. By: "/°4--)-J Name: encer B. Hays Title: Vice President of and on behalf of each of the above corporations SDNY_GM_02757123 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244045 EFTA01328909

vt,J.ctivin A.uo CT I hid SZ RON CC3? bfl HOLOUIStrord 12418381V vvJ C2311i SDNY_GM_02757124 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244046 EFTA01328910

SDNY_GM_02757125 0 0'0 0 0 .0 0 2 4 3 4 AIRCRAFT BILL OF SALE Bell 430 model G-V aircraft, MSN 49078, N74RP TIME INC. TIME LIFE INC. • • Name: Annaliese Kambour Title: Vice President of and on behalf of each of the above corporations SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244047 EFTA01328911

V1@OIIV1)I0 ;dr) v!...r.v07,1)10 CT T bid SZ RON UV 80 110J.Veit:10311 1:::8081V VVI 03113 SDNY_GM_02757126 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244048 EFTA01328912