OMB Control Number 2120.0729

OMB Control Number 2120.0729 ExpiresOS/30M Paperwork Reduction Act Statement: The information COlleCted on this form 6 necessary to mantain aircraft registration. We estimate that it will lake approximately 30 minutes to complete the form. Pease note that an agency may not conduct or sponsor. and a person is not required to respond to. a collection of information unless it displays a valid CMS control number. Form Approved, OMB No. 2120-0729 'Comments concerning the accuracy of this burden and suggestions for reducing the burden should be directed to the FAA at: 800 independence Avenue SW, Washington, DC 20591. ATTN: Information Collection Clearance Officer. AES-200.- DEPARTMENT OF TRANSPORTATION - FEDERAL AVIATION ADMINISTRATION AIRCRAFT REGISTRATION RENEWAL APPLICATION FAILURE TO RENEW REGISTRATION WILL RESULT IN CANCELLATION OF REGISTRATION AND REGISTRATION NUMBER ASSIGNMENT /See 10 C.F.R. 59 47.15(1), 47.40 and 47.41) AIRCRAFT REGISTRATION NUMBER N 331,1E SERIAL NUMBER 49078 MANUFACTURER BELL MODEL 430 DATE OF ISSUANCE 09/06/2013 DATE OF EXPIRATION 09/30/2019 TYPE OF REGISTRATION CORPORATION ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE (Owner 1) HYPERION AIR LLC HELPFUL INFORMATION Review Aircraft Registration File Information for this aircraft at: http://registry.faa.00v/aircraftinouirv. (Owner 2) Assistance may be obtained at our web page: htt0://regiStrv.faa.00v/renewregistration. :Mt Enter any additional owner names on page two. (Address) by e-mail at: faa.aintregi,1O.1" by telephone at. When mailing fees, please use a check or money order made payable to the Federal Aviation Administration. Signature and Title Requirements for Common Registration Types: Individual owner must sign. title would be 'miner'. - Partnership general partner signs showing 'general partner" as title. - Corporation corporate officer or manager signs, showing full title. - Limited Liability Co authorized member, manager, a officer identified in the LLC organization document signs, showing full title. - Cgt: wn rn et t each co-owner authorized person must sign and show their full title. must sign; showing -coovmer as title Note: All signatures must be In Ink, or other permanent media. To correct entries: Draw a single line through error. Make correct entry in remaining space. or complete the form on-line. An application form will be rejected if any entry is covered by correction tape or similarly obscured. (Address) City ST THOMAS State VI rip 00802.1348 Country VIRGIN ISLANDS USA Physical Address: Required when mailing address is a P.O. Box or mail drop. (Address) (Address) City State Zip Country TO RENEW REGISTRATION: REVIEW aircraft registration information. SELECT the appropriate statement. ENTER any change in address in the spaces below, SIGN DATE. & SEND form with the $5 renewal fee to the: FAA by courier i NEW Aircraft Registry. PO Box 25504, Oklahoma City OK 73125-0504, or to: 6425 S Denning Rm 118. Oklahoma City OK 73169-6937 I (WE) CERTIFY. THE NAMES) AND ADDRESSES FROM THE FAA FILES FOR THE OWNER(S) OF THIS AIRCRAFT ARE CORRECT. OWNERSHIP MEETS CITIZENSHIP REQUIREMENTS OF 14 CFR §47.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. UPDATE THE WILING I PHYSICAL ADDRESS AS SHOWN BELOW. I (WE) CERTIFY THE: NAME(S) SHOWN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT IS CORRECT, OWNERSHIP MEETS THE CITIZENSHIP REQUIREMENTS OF 14 CFR §47.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. MAILING ADDRESS TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: CHFCK All applicable block(s) below, cOMPI FTF, alca. OM & MI. this form with any fees to the: FAA Aircraft Registry. PO Box 25504, Oklahoma City. OK, 73125-0504, or by courier to. 6425 S Denning Rm. 118. Oklahoma City OK 73169-6937 K CANCELLATION OF REGISTRATION IS REQUESTED. THE AIRCRAFT WAS SOLD TO: K (Show purchaser's name and address.) K THE AIRCRAFT IS DESTROYED OR SCRAPPED. K THE AIRCRAFT WAS EXPORTED TO: NEW PHYSICAL ADDRESS: complete if physical address hes changed. or the new mailing address is a PO Box or Mail Drop. K OTHER. Specify PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The $10 reservation fee is enclosed. SIGNATURE OF OWNER 1 (required field) Bectroncaily Certified by Registered Owners PRINTED NAME OF SIGNER (requi•od lied) TITLE (required field) DATE 4/13/2016 SIGNATURE OF OWNER 2 PRINTED NAME OF SIGNER TITLE DATE Use page 2 for additional signatures. AC Form 8050- I B (04 121 Fcc paid: $5 (201604131624324776MB) EFTA00151853 EFTA00151854 OMB Comm) Number 2120.0729 Experts0430M Note: Twelve (12) owner names may be entered on this page. If you require more, enter the first 12 names and then print this page by pressing the 'Print Page Z button below. Next click the Reset' button to clear the data fields (from page 2 only) to add more names. Repeat action as needed. NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE AC Form 8050- I B (04;12) REF N•NUM: 331JE EFTA00151855 EFTA00151856 0 S Deparfofent of lOanspoo:fi.icm Federal Aviation Administration Date of Issue: September 9, 2013 HYPERION AIR LLC ST THOMAS, VI VI 00802-1348 Flight Standards Service Aircraft Registration Branch, AFS-760 Oklahoma City. Oklahoma 73125-0604 WEB Address: hltp:llregistry.taa.gov Fax ATTENTION: HYPERION AIR LLC, MANAGER TI36229 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N331JE BELL 430 Serial 49078 and is valid until Oct 09, 2013. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX-4 (03/10) EFTA00151857 EFTA00151858 • • DECLARATION of. INTERNATIONAL OPERATIONS The undenigrud ownekOiaiietilk N 3314 Monufnetueer _Ltrajk-- •(1 • Ø).00 gbo •• SSW Amber 49&,5 11.4SiDli • .. I n deelan thai oiSerafiis kchedokd Co Make :in in! ornaiional flIglar On pilf12I713 • tnigly14.4.,Pdv...331 depadriss_L_, 221..imikw Si- ibiirtri S VI • 'kith a dastinition of • St hosisalems 1Sr BirifiFiirc . :tee.; _j • : 15" 4" . . • I • " • • • • • ((Art!~ . • . • • • r, '• • rut topped reat bower. two Poor knirie Shia ...it , ants rt. naverireo.r~ .„ Comennerinclene.n.‘ennlYereer Canarne`nardy Fa ;tumuli :teal 'te, c . . . . fro~ regioratkm supportGI-Ohs inieminiorial high; is nmicted dab : ;daY Seprembor , • 20 Caviih knowledge . . *lion% in any mutt within the jorisdicrion of the «oculist branch orlhO . , • rGaatenyneni of.the United Salsa, kruOvinglrand willflitly mikes or LISei L1r, . • • Pak pairing or document knowing the same to {whim any matitintlytalitt'.. Aceitious'oe frendulenr Stidernciti nf rejsreayptali9n shall .tti fined Ikeda :line • unifeettrates Code or imprisoned not more thon•S yen.. or berth. . • • :1'00100. ' , • . • • . rsincirciwnef . Lit 11.41161 In • • • ..• • . . . . „ . . rricd *Est and liti4t.sivir ~or Phone: alien SIOS • • Ns. . . . , • Ars.7so Dto.i •• • photo-I.JPG (JPEG Image, 2592 x 1936 pixels) - Scaled (44%) file:///C:/DOCUME— I /user/LOCALS— I /Temp/photo- I .J PG a (s) O EFTA00151859 FILED WITH FAA AIRCRAFT REGISTRATION BR 2013 SEP 9 AM 9 45 OKLAHOMA CITY OKLAHOMA EFTA00151860 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATOR-MIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION e a "C CERT: ISSUE DATE a C c 7 U .c. STATES REGISTRATION NUMBER Pli a31,, .T s_ AIRSS MANUFIAcTUREF:4,,AT, e-... t X a , a AIRCRAFT SERIAL No. 4 9 01 a FOR FAA USE ONLY S 0 1. Individual TYPE OF REGO Partnership 3. Corporation TION Chec One ern .1 1.....1.13 1 . C ZI• )- 1/ Co in Pa -4.• 41 ke vib ir.0 5. Goverdment Co-Owrfer in Co-Owner MI 2. LJ 4. 0 8. Non-Citizen • 9. Non-Citizen Corporation NAME OR APPUCANT (Person(s) shown on evidence of ownership. • ‘L-\ %-( FE Rt 0 t•A TELEPHONE NUMBER: ( ) If individual, give last name, first name, t1/4\ C., ( 1 and middle initial.) -C- ADDRESS (Permane ' Number and street: Rural Route: P.O. Box: must also be shown.) CITY %C 5F •Th 0 Yn ct S STATE U S \I i ZIP CODE 0 CD 48 0 ..- ID CHECK HERE IF ATTENTION!' Read A false or dishonest answer to any ill I/VVE CERTIFY: (1) That the above aircraft is owned of the United States. (For voting trust, give name of trustee: CHECK ONE AS APPROPRIATF- YOU ARE ONLY REPORTING A the following statement before This portion MUST be completed. question in this application may be grounds for (U.S. Code. Title 18, Sec. 1001). CERTIFICATION CHANGE OF ADDRESS signing this application. punishment by fine and/or imprisonment corporations) ) or: by the undersigned applicant, who is a citizen (including business the or Form 1-551) No. a. 0 A resident b. 0 A non and inspection (2) That the aircraft (3) That legal evidence NOTE: TYPE OR PRINT alien, with alien registration (Form 1-151 -citizen corporation organized and doing said aircraft is based and primarily used in at under the laws of (state) United States. Records or flight hours are available for is not registered under the laws of any foreign country: and of ownership is attached or has been filed with the Federal Aviation Administration. If executed for co -ownership all applicants must sign. Use reverse side if necessary. - • • rvil.-3.tv%11 NAM BE SIG &thick .. .. I • - EACH PART OF THIS APPLICATION MUST BE SIGNED IN INK. ..' -ITRIEne SIGNATURE , ., . e 4 DATE -A 2- -13 SIGNATUR usiakNikv r a IDC-C. " . TITLE Li, ' • ,..• • -* --. • . . DATE SIGNATURE or En Nu IHTEret v :1. :I - DATE Id " ni,k; 2,t; NOTE Pending receipt of the Certificat _•_riX rcr R is ratien, the aircraft may be operated for a period not In excess of 90 clays, during which time the ElIN/cCOOTORthiV14.0011I0Ft must be carried In the aircraft. rtn AC Form 8050-1 (5/12) (N*N cia,52,00,Eqs-qooD ; • • ^ EFTA00151861 2013 AUG 13 AM 7 39 OKLAHOMA CITY OKLAHOMA FILED WITH FAA AIRCRAFT REGISTRATION BR .2011. AUG 13 Ark. -29 . OKLAHOMA CITY OKLAHOMA • EFTA00151862 UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S I&OVC THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER i N331 t i t clinnti i&LAM1MMIrer / Igh&C-1 Boil 430 AIRCRAFT SERIAL NUMBER 49078 DOES THIS 12-4.% DAY OF AUGUST, 2013, HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) HYPERION AIR, LLC St. Thomas, USVI 00802 DEALER CERTIFICATE NUMBER AND TO ITS SUCCESSORS -MILEPASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID A I RC RA F'1 PORI. VER AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 124n DAY OF AUGUST, 2013. SELLER NAME(S) OF SELLER (TYPED OR PRINTED) SIGNATURE(S) (IN INK) (IF EXECUTED FOR CO- OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) HYPERION AIR, INC. Vice President .. . ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAWARORiVALIDITY-0/..THE INSTRUMENT.) O I: ..7,n 4.'" v . 132250804082 ORIGINAL: TO FAA 55.00 08/13t2013 00 0 0 0 CD 0 0 0 a O ID 0 -w' ".4 AC FORM 8050-2 (9/92) (NSN 0052-00-629-0003) SUPERSEDES PREVIOUS EDITION EFTA00151863 FILED WITH FAA AIRCRAFT RECISTRATIOH BR 2013 RUG 13 firl 7 39 OKLAHOMA CITY . OKLAHOMA EFTA00151864 0 U.B. Department of Transportation Federal Aviation Administration Date of Issue: June 28, 2012 HYPERION AIR INC WILMINGTON DE 19803-3742 T lrrririri Flight Standards Service Aircraft Registration Branch, AFS-750 HAND DELIVERED TO IATS IN THE PD ROOM Oklahoma City, Oklahoma 73125-0504 WEB Address: http://regislrylaa.gov TI24248 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N331JE BELL 430 Serial 49078 and is valid until Jul 28, 2012. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX-4 (03/10) EFTA00151865 EFTA00151866 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 flights on July 3rd, 2012 , (date) as flight Number Private (City/Siate) with a destination of St Thomas, U.S.V.I. TIST/STT departing West Palm Beach, Florida KPBI (City/Country) •[If required route between two points in the United States involves international navigation, explain under Comments below, c.g. "partly over Canada" or "partly in international airspace".l Expedited registration in support of this international flight is requested this 2nd 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 18 United States Code or imprisoned not more than 5 years, or both. 18 U.S.C. §1001(a). C • Air inc. Name of Owner Signature ,re (SOS/ recitY tp; Avithion Typed Name and Title of Signer Director of Aviation Phone: Fax: 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,. TIcasc 9n. PM) to liorTS Return Certificate of Registration ti 1.A.T.S. AFS-750-D1O-1 (02/12) Return Certificate of Registration to LA T. S. EFTA00151867 FILED WITH FAA AIRCRAFT REGISTRATION BR 2012 JUN 28 R19 8 29 OKLAHOMA CITY OKLAHOMA EFTA00151868 4? U.S. Department al Transportation Federal Aviation Administration ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number N331.1E Aircraft Make and Model BELL 430 Present Registration Number N901FtL Serial Number 49078 Issue Date: Jun 04, 2012 ICAO AIRCRAFT ADDRESS CODE FOR 43311E - 50715123 HYPERION AIR IN WILMINGTON DE 19803-3742 ittillititilitItil Ilrrrllrlr,ILlrrlerlillilrrlilriilil,l This is your authority to change the United States registration number on the above described aircraft to the scocial regisbation rumba shown. Carry duplicate of this form in the aircraft together with the old registration Certificate as intaim authority to operate the aircraft pending receipt of revised certificate of registration. Obtain a revised certificate of airworthiness from your near- at Flight Standards District Office. The latest FAA Form 81364, Application For Airworthiness on file Is dated: Apt 26, 2001 The Unworthiness classification and category: STD TRANSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the special registration number is placed on the adman. A revised certificate will then be issued. The authority to use the special number expires: ftm 04, 2013 CERTIFICATION: I artily that the special registration number was placed on the aircraft described above. Simulate of Owner - RETURN FORM TO: Civil Aviation Registry, AFS-750 Oklahoma City, Oklahoma 73125-0504 Title of Owner Dketiag 0 4) Vfiet &oa Date Placed on Aircraft 06 4 5- ,90 /,2 AC FORM IOWA (9201$) Srepeerectes Prerkan Rake • tic Cot. ita c-, `a,, \. .H. X .9 [return Cotilcate of ReglSktattOrl to 8 • 0 • z 0a C es es tti 0 EFTA00151869 FILED WITH FAA AIRCRAFT REGISTRATION BR 2012 JUN 28 Af9 8 29 OKLAHOMA CITY OKLAHOMA EFTA00151870 A Insured Aircraft Title Service, Inc. T S FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Date: Dear Sir/Madam: Please Reserve N May 22,2012 in NAME ONLY for: < ACTION / NCca N# Change Request Please Rrserve N 331JE' and assign for the following aircraft: N 901RL Make Bell Model 430 Serial # 49078 Which is (1) being purchased by (2) registered to XX Hyperion Air Inc. 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 FAA. Additional Information: See attached relinquishment Requested by: 121431556307 $20.00 05/22/2012 8 tV) a L C CO 0 ao EFTA00151871 FILED WITH FAA AIRCRAFT REGiSTRATION BR 2012 fl ? 22 Pli 3 38 OKLAHOMA CITY OKLAHOMA EFTA00151872 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION C canesuu. AVIATION ADNISEETRAMON-NIKE ISCINIRONET AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION a CERT. ISSUE DATE 1z2 UNITED STATES REGISTRATION NUMBER N 90 Lit, a C AIRCRAFT MANUFACTURER & MODEL Bell 430 7 E AIRCRAFT SERIAL No. a 49078 FOR FAA USE ONLY R TYPE OF REGISTRATION (Check one box) 2 N CI 1. Individual 0 2. Partnership ef 3. Corporation 0 4. Co-owner 0 5. Gov't. El 0 B. °"Citi atilo ls"n S Corpor IT. NAME OF APPLICANT (Peresin(0) shown on evidence of ownership. It Individual. give last name. first name. and middle initial.) Hyperion Air, Inc. 11111 TELEPHONE NUMBER: ( ) ADOFIESS (Permanent mailing address for first applicant listed.)(if P.O. BOX is used, physical address must also be shown.) Number and street: Rural Route: P.O. Box: CITY Wilmington STATE Delaware ZIP CODE 19803 El CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question In this application may be grounds for punishment by fine and imprisonment (U.S. Code, Title 16. Sec 1001). all' CERTIFICATION WVE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant. who at a ell/Zen (including corporations) of the United Stales. (For voting (rya'. give name of trustee: ) or. CHECK ONE AS APPROPRIATE: a. 0 A resident alien, with alien registration (Form 1.151 or Form 1-551) No. b. 0 A non-citizen corporation organized and doing business under the laws of (slate) and said aircraft is based and primarily used in the United States. Records or flight hours are available for Inspection at (2) That the aircraft is not registered under the laws Of any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: II executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART Of NIS APPLICATION MUST BE SIGNED IN INK. SIGNATURE i24.0 TITLE Sesc—reski-u-li DATE 5 1 SIGNATURE bayTtri ri d c, TIT COlcila/e- S DATE SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration. the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried In the aircraft. AC Form 8050-1 (5/03) (0052-00-828-9007) EFTA00151873 itE.D WITH. FAA HAFT RCG1STRATtON BR 2012 MIR 6. ROI 11 16 . -OKLAHOMA CITY OKLAHOMA ,,• EFTA00151874 UNITED STATES OF AMERICA U.S DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ I.00 & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER WWI R1_ AIRCRAFT MANUFACTURER & MODEL C.L 4:6O AIRCRAFT SERIAL No. 4-°10.1g DOES THIS kk DAY OF Iliac ; 2012 HEREBY SE L GRANT. TRA AND DELIVER ALLRIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 100% INTEREST IN SUCH AIRCRAFT UNTO: Do Not Wm) In TNT Bloat FOR FAA USE ONLY FORM APPROVE D OATH 217OC O O C co 0 0 el el 8 8 NAME AND ADDRESS OF INDIVIDLIAIAS). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL) W OWNING veitkoN cb ‘NC. O an undivided 100% Interest (1) O L.! et a. a. U-M-PmNer-c©N -DoELSILkNetaC 19803 l) SFI 0 DEALER CERTIFICATE NUMBER AND Cy N.VECINDR.VACINRWSZRAMHYL AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. 1 S successors IN TESTIMONY WHEREOF WE HAVE SET OUR HAND ANfrap.AL THIS DAY OF , 2012 SELLER MARIE (S) OF SELLER SIGNATURE (S) TITLE (TYPE OR PRINTED) MI INK) OF EXECUTED (TYPED OR PRINTED) aGV*US -DEvCi.o PmEnn-S 1N c COIM MEP- -rrtv yrE E) Director ACKNOWLEDGEMENT (NOT REOUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VAUDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA 120881116435 $5.00 03.108/2012 EFTA00151875 . 'LEO wITH FAA :RAFT REGISTRATION BR 2012 flOR 6 Mill 16 OKLAHOMA CITY OKLAHOMA EFTA00151876 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 WILMINGTON? DE 19808-1645 Oklahoma City, Oklahoma 73125-0504 WEB Address: http://regislrylaa.gov Fax ATTENTION: JOSH TREMAIN IATS T104934 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N901RL 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. for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX-4 (03/10) EFTA00151877 EFTA00151878 DECLARATION OF INTERNATIONAL OPERATIONS P Bovale Developments Inc, the undersigned owner of the Bell 430 aircraft with aircraft manufacturer's serial number 49078 and registration mark N90IRL declares that this aircraft is scheduled to make an international flight on 4October 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. 5101 (a). Name of Owner Bovale Developments Inc — Owner Trustee elA Signature Typed Name and Title of Signer: 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. TTlf.A • leas e- k1/4) i re- 4o yostioni -5080 -sk • 4 a CO 0 O O EFTA00151879 FILED WITH FAA AIRCRAFT REGISTRATION BR 2010 OCT 5 API 9 53 OKLAHOA CITY OKLAHOMA EFTA00151880 FORM APPROVED OMB No. 21200042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATOR AD•SaSTRXn0N-IMKE NORRONEV AIERONAI.MCAL CESITF_R AIRCRAFT REGISTRATION APPLICATION 6 0 a) CERT. ISSUE DATE -2. UNITED STATES NUMBER N 01 ik L aa AIRCRAFT MANUFACTURER 8 MODEL el E Lt.. 14- SO 2 0 AIRCRAFT SERIAL No. 0 1-i- C % 0 8 FOR FAA USE ONLY a szi TYPE OF REGISTRATION (Check one box) h.) O 1. Individual O 2. Partnership 29 3. Corporation 0 4. Co-owner O 5. Gov't. O 8. rskinCetizen —' Corporation " (:) NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name. and middle initial.) • 60VA 1--E DC VE Le lin1 Et%SrS t I-4 C (c/ ou %vac& —COWS —ME) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX IS used. physical address must also be shown.) Number and street: Rural Route: P.O. Box: CITY tAa I l-rINN IVG-1,0 NS STATE -DE L-e u....) frt a. ZIP CODE Vr i SOS O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and/ or Imprisonment (U.S. Code. Title 18, Sec. 1001). 411. CERTIFICATION UWE CERTIFY: (1) That the above aircraft is owned by the undersigned appliCant, whO is a Citizen (including corporations) of the United States. (For voting trust, give name of trustee: ) or. CHECK ONE AS APPROPRIATE: a. 0 A resident alien. with alien registration (Form 1-151 or Form 1-551) No. b. O A non-citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used in the United States. Records or flight hours are available for insPection at (2) That the aircraft is not registered under the laws of any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYP N NY TITLE -3) k pac.:TID ft, DATE /a2r to O5 - & - DATE SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (5/03) (0052.00.628.9007) EFTA00151881 FILED WITH FAA AIRCRAFT REG1S-TRATION BR . 1010 OCT 5 API: 9 53- ;.:.','XOKLAI-10P.;A 0:CLAUD/AA • EFTA00151882 O 0 UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ Lao 4-0LOCTHE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N901 RL AIRCRAFT MANUFACTURER & MODEL Bell 430 AIRCRAFT SERIAL No. 49078 $ DOES THIS 2g44- DAY OF 54-pr1-ealotr- to® HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: O 0 p FORM APPROVED OMB NO. 2120-0002 08/31/2008 8 a 0 N 0 102780958185 co .00 10/05/201G Do Not Wrile In This Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL(S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) Bovale Dev n Trustee) Wilmington Delaware DE19808 DEALER CERTIFICATE NUMBER AND TO ITS 5Oc.c.E.-5Sog. -roc-evreesr.03MIM53/Thierelle. ARO ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER AND WARRANTS THE TITLE THEREOF IN TESTIMONY WHEREOF HAVE SET An 44 HAND ONO4ETu. THIS Z 44- DAY OF se pr, zof o lY LLI -1 LLI to NAME(S) OF SELLER (TYPED OR PRINTED) SIGNATURE(S) TITLE (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO.OWNERSHIP. ALL MUST SIGN.) GOVEPO Limited Director as foreign Owner ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL. TO FAA: AC Form 8050-2 (9/92) (NSN 0052.00429-0003) Supersedes Previous Edition EFTA00151883 FILED WITH FAA AiRCRAFT REGISTRATION BR 2010 OCT 5 fiP1 9 53 OKLAHOMA CITY OKLAHOMA EFTA00151884 UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINSTRATION 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 DES-CRIBED 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: CA I FORM APPROVED OMB NO. 2120-0042 0 0 0 2 73 0 0 E' O Do Not Write In This Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL(S), GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL Bovale Ltd. 4 Bellmont SHROPSHIRE SY1 1TE UNITED KINGDOM DEALER CERTIFICATE NUMBER AND TO j r5 EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF: IN TESTIMCNY WHEREOF ,c HAVE SET My HAND AND SEAL THIS .14- DAY OF C S -e 20 fp NAME(S) OF SELLER SIGNATURE(S) TITLE OWED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUSTSIGN.) re tu AIRCRAFT GUARANTY HOyDINGS & TRUST LLCy.TRUSTEE BY: DR. ONNIE L. WOOD RESIDENT ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA: AC Form 8050-2 (9/92) (NSN 0052-00429-0003) Supersedes Previous Edition EFTA00151885 FILED WITH FAA AIRCRAFT REGISTRATION BR 2010 SEP 29 RP1 11 30 OKLAHOMA CITY OKLAHOMA 7:3 1 EFTA00151886 Aircraft Guaranty International Aircraft Title and Trust Aircraft Guaranty Corporation Aircraft Guarani) Management 1.I.0 Aircraft Guaranis [Inklings & Trust, Aircraft Guarani) Management & Frust I.I.0 October 22, 2009 Federal Aviation Administration Aircraft Registration Branch POB 25504 Oklahoma City, Oklahoma 73125-0504 The Global Standard Aircraft Guaranty Tilk & Trust. Lie Aircraft Guaranty Fide, IA.0 Aircraft Guaranty 'trust, 1. Aircraft Guaranty 'Fine 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 POB 2549 (2058 FM 356 North) Onalaska, Texas 77360 Phone: 1-281-445-7594 — (Remains the same) 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, LLC By: Enclosure — Attachment A — List of Aircraft registered to Aircraft Guaranty Holdings & Trust, LLC as Owner Trustee tD a 0 0 it) EFTA00151887 MEI FAA AlaCRAFT Fr".7',.STRATIO14 ea 2011 OCT 29 PM 1 07 OKLAHC. .iA CITY OKI ........... ID EFTA00151888 Attachment A Aircraft Guaranty Holdings & Trust4.14 Beg 0 N25FP 39941 0 N813SD J N89109 N152JP N4708W N696RY N384C N750NS N4322Y N142TS N446DC N363US N1RQ N774CD N9PJ N155AJ Make N Ma Serial TRUST # Beech A36AT E-2720 576 Piper PA-32-300 32-784179 580 Cirrus Design Corp SR22 1273 581 Cessna 140 8117 584 Beech V35 08322 585 Rockwell International 112TCA 13302 588 Yow Richard B 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 A-al-IT- /or C EFTA00151889 FILED MTh Ft,A AIRCRAFT naciSTRATIOli ER 2009 OCT 29 . P11 1 07 OKLAKia:A CITY t KLAnatA EFTA00151890 Rag Make N1034D tit y N92156 e N406AJ N666JG N29YS S N9680O N569HP N1326V N4192C N4191M N4189U N4184M N4165N N4155G N4153W N4147M N4142N N4139B N4130Y N4129T N4119B N4106G N186CB N2085M N208ER N204GX N4ZY Model Serial TRUST # Mooney M20R 29-0233 607 Piper PA 46-350P 4622140 608 Cirrus Design Corp SR22 1474 609 Cessna P210N P210-0065 612 Robinson Helicopter R22 Beta 2319 614 Cessna 172M 17265764 618 Piper Aircraft Inc PA 46-350P 4636424 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 CO425 622 Piper PA-28R-201 2837016 622 Piper PA-28R-201 2837012 622 Diamond Aircraft Ind Inc DA 40 40.770 622 Diamond Aircraft Ind Inc DA 20-C1 C0426 822 Diamond Aircraft Ind Inc DA 20-C1 CO429 622 Diamond Aircraft Ind Inc DA 20-C1 CO427 622 Diamond Aircraft Ind Inc DA 40 40.767 622 Piper PA-46-350P 46-22085 623 Piper PA-24-200T 34-7870063 624 Bell 206B 4527 627 Mooney M20R 29-0373 630 Cirrus Design Corp SR22 1502 831 EFTA00151891 EFTA00151892 Beg Skit medal Serial TRUST # N51JJ Cessna 525B 525B0068 661 N165DS DIAMOND AIRCRAFT IND INC DA 40 40.540 663 N475PS Diamond Aircraft Ind. Inc. DA 40 40.475 668 N8KR Cessna P210N P21000709 672 N61PK Globe GC-1B 1031 673 N542MA Piper PA-34-220T 3449242 680 N363CD Cirrus Design Corp SR22 0920 813 N5193Y Sikorsky S-61A 61-184 814 N98RJ NORTH AMERICAN SNJ-5C 90752 817 N68WC Piper PA-31P 31P-74001f 818 N3755 Mooney M20E 276 819 N8327B Piper PA-28RT-201T 28R-81310; 825 N152PC Pilatus PC-12145 552 826 N266RS Cirrus Design Corp SR20 1703 827 N31063 REIMS AVIATION S.A. Cessna 150K 0567 828 N153SR Cirrus Design Corp SR22 1962 829 N678CW Piper PA-34-200T 34-7870236 830 N398DL Cessna 650 650-0098 831 A -51 of EFTA00151893 - EFTA00151894 Reg 6OJSI N120VVW 6-- N1346O 0 N321CR 06 N668DS a N489PS e4 e. N9744E O. N1367K N2781K N54§CD O . N900K la N211SE 53 N525RA 9 N555MS 611 ) N42EB N626N a N231MV S . N58756 o . N138CR Make Model Serial TRUST # Piper PA46-500TP 4697047 832 Cessna U206F U20602891 634 Piper PA 46-350P 4636124 635 DIAMOND AIRCRAFT IND INC DA 40 40.368 636 Mooney M20R 29.0489 640 Bellanca 17-31 ATC 75-31119 642 McCaldin Roy O SE5A 1 644 Luscombe 8E 5508 645 Cirrus Design Corp SR22 1508 648 Maxfield, John O Pitts S-1 1JM 649 Cirrus Design Corp SR22 2208 651 Eurocopter Cessna EC120B 525 1580 525 -0167 654 654 Piper PA-32RT-300 32R-78851d 855 Beech B-60 P-545 656 Mooney M20K 25-0457 658 Boeing N2S-3 75-7319 659 Cirrus Design Corp SR22 1584 660 A & —t a idsP S EFTA00151895 EFTA00151896 Rea N977CV N977CM N90354 N948SR N948SR N948SR N6028P N5188V N9PK N333AR N115T N491AN C O 3 N78VE 0 N632RF N10SV N229MC N901RL Make Modal Sadal TRUST # 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 T182T T18208536 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 EFTA00151897 FILED Vt.t. Ff% AIROP.AFT neCrra.i'r. 't MI OCT 23 FP1 1 07 EFTA00151898 FORM APPROVED OMB No. 212f:90042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADNINISTAATION-NOCE NOMPIONEY AEROMMITICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. n 'JAN In3 th4 ISSUE D/4IE lal 2 9 200? UNITED STATES REGISTRATION NUMBER N 901RL AIRCWT MANUFACTURER & MODEL Bell 430 AIRCRAFT SERIAL No. . 49078 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) O 1. Individual 0 2. Partnership ( 3. Corporation 0 4. Co-owner CI 5. Gov't. C 8. II,C2 r I C rs * a limited liability company rP° i at i Zo . r in NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual. give last name, first name, and middle initial.) Aircraft Guaranty Holdings & Trust, LLC, Trustee Ill (FOR: Continent Aircraft Trust No. 878 under trust agreement dated September 21, 2006) TELEPHONE NUMBER: ADDRESS (Permanent mailing address for first applicant lisled.)(0 P.O. BOX Is used, physical address must Number and street: Rural Route: P.O. Box: also be shown.) CITY Houston STATE Texas ZIP 5,9E._ uo0 . O A false (U.S. 11110 VVVE (I) That of (For CHECK CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE ATTENTION! Read the following statement before signing This portion MUST be completed. or dishonest answer to any question in this application may be grounds for punishment Code, Title 18. Sec. 1001). CERTIFICATION OF ADDRESS this application. by fine and / or impnsortrnent corporations) ) or: CERTIFY: the above aircraft Is owned by the undersigned applicant, who is a citizen (including the United States. voting trust, give name of trustee: ONE AS APPROPRIATE: 1-151 business or Form 1.551) No a. b. (2) That (3) Thal TYPE IZI A resident alien, with alien registration (Form C] A noncnizen corporation organized and doing and said aircraft Is based and primarily used in inspection at under the laws of (state) the United Stales. Records or flight hours are available for Administration. side if necessary. the aircraft is not registered under the laws of any foreign country; and legal evidence of ownership is attached or has been filed with the Federal Aviation NOTE: If executed for co-ownership all applicants must sign. Use reverse OR PRINT NAME BELOW SIGNATURE EACH PART OF NIS APPUCATION MUST BE SIGNED IN INK. TITLE Vice President President DATE I lly TITLE DATE TITLE y Holdings & Trust, LLC, DATE Trustee For: Aircraft Guaran NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried in the aircraft. ‘OCLtrarroititPCEEtn:OF , AC Form 8050.1 (5/03) (0052-00-628-9007) REG TO EXPIRE 002 r 07 4.5 774n EFTA00151899 FILED WITH WITH FAA AIRCRAFT REGISTRATION BR 2307 tifIN 26 API 11 34 OKLAHOMA CITY OKLAHOMA EFTA00151900 ala PP 3 Li 6 0 8 ail 14 • UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAI. AVIATION AOPANISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ 10.00 THE UNDERSIGNED OWNERS) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES 901RL REGISTRATION NUMBER AIRCRAFT MANUFACTURER & MODEL BELL 430 AIRCRAFT SERIAL No. 49078 DOES THIS DAY OF January, .2007 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: N V EYkligipreerisag RO E D OMB NO. 2120-0342 ?JO J9N 29 PM 12 16 Fcs.:02tit IT SHAN.' nit AT I Oil Do Mot Wits ki las Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL(S), GIVE LA/3T NAME, FIRST NAME, MO MIDDLE INITIAL) AIRCRAFT GUARANTY HOLDINGS & TRUST. LLC. TRUSTEE (FOR: CONTINENT AIRCRAFT TRUST NO. 878 EMBER 21.2008) DEALER CERTIFICATE NUMBER MOTO its successors EXISCIMIRGABISINNITRAVORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS TIE TITLE THERE-OF: IN TEST/SONY WHEREOF we RAVE SET our HAND AND SEAL THI34rt NAME(S) OF SELLER SIGNATURE(S) TITLE (TYPED OR PRINTED) ON INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO OWIEREW, ALL MUSTSIGN ) DAY OF January_,_ 2007 BOVALE LTD CEO ACTOIGMEDOMENT (NOT REQUIRED FOR PURPOSE OF FAA RECORDING HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALINTY OF THE INSTRUMENT.) ORIGINAL: TO FAA: AC Fam 6050-2 (9192) (NSN 00(Q-00-629-0003) Supersedes Previous Edition 070261137308 $5.00 01/26/2007 EFTA00151901 1. so vivoliVb10 Alla VIV0107)10 ae he Tr 619 92 Nut al NOlitikuSI038 241 qtainv frv.i HD* 03714 EFTA00151902 la P r 3 4 6 0 7 UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FE0ena_nownoN AOLIIMSTRATQN AIRCRAFT BILL OF SALE a FOR AND IN CONSIDERATION OF S l&ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND.,71 BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AV I FOLLOWS: UNITED STATES REGISTRATION NUMBER N FORM APPROVED ohm NO. 2120-0C42 08131/2008 v UAW REco o AI 29 PM 12 16 IVM‘,.. a- Paia,?!f7:111 .464wittSUATion AIRCRAFT MANUFACTURER & MODEL Eel( '-130 AIRCRAFT SERIAL No. 49078 DOES THIS ZVI DAY OF 7am.4Or-a_ HEREBY SELL, GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: .air Do Na NAIR en Tlos Inkxic FOR FAA USE ONLY w O 0 - NAME AND ADDRESS DI IRONIC LIAL(SX ONE LA67 NAME. FIRST NAME. MID NICOLE INITIAL. Bovak ”[W .la S•/ 1 f T E u4;4e.1 ic-kodow, DEALER CERTIFICATE NUM 'PLR AND TO its successors nu • nnr S. AND ASSKiNS TO HAVE AND TOIKOLD SINGULARLY DIE SAT AIRCRAFT FOREVER AND WARRANTS THE TITLE THEREOF' IN TESTIMONY WHEREOF We NAME(S) OF SELLER (TYPED OR PRINTED) CC LLI 1 LU CO HAVE SET Our WAND AND SEAL THIS SIGNATURE(S) OA INK) (IF EXECUTED KR DAT YCE ITLEJanuary , 2007 (TYPED OR PFWITED) Individual ACKNOWLEDGMENT MOT REQUIRED FOR PURPOSES OF FAA RECCROMO: HOWEVER. MAY SE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA: AC Form 9050-2 (9/92) (FISN 0062-caen-o003)suwwwies Previous Eastion EFTA00151903 FILED WITH FAA AIRCRAFT REGISTRATION BR 2001 JRN 26 Rid 11 39 OKLAHOMA CITY OKLAHOMA EFTA00151904 P r 0 3 6 0 roJ UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ 1+OVC THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N901RL AIRCRAFT MANUFACTURER & MODEL Bell 430 AIRCRAFT SERIAL No. 49078 DOES THIS DAY OF January at-i 2007 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO 2120-0042 VEYANOt RETORDED "IN 29 pm 12 1G EEY'L;1124: 'balsa:MA:1MR Do Not Wnte In This 8100k FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL(S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL ) 0 1111MI raps Inc_.no_ SY I 1TE, (,.nil-ta tCagon‘ DEALER CERTIFICATE NUMBER AND TO HIS SUCCESSORS EXEGNFORGrADIAIMISZPAIGRS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF: IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS a 464 DAY OF January. 2007 NAME(S) OF SELLER (TYPED OR PRINTED) TITLE (TYPED OR PRINTED) ELITE AVIATION, LLC Chief Operating Officer ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA: AC Form 8050-2 (9/92) (NSN 0052-00-829-0003) Supersedes Previous Edition EFTA00151905 FILED WITH FAA AIRCRAFT REGISTRATION BR 2001 AN 24 PM 1 36 OKLAHOMA CITY OKLAHOMA EFTA00151906 PP039605 a l.a bJ IM U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION FORM APPROVED OMB NO 2120-0042 MS FORM SERVES TWO PURPOSES' PART I acknowledges the red ordingofa security conveyance covering he collateral shown. PART II is a suggested town of rdease which may be used to release the collateral from OW/EY/MOE REC-ORDEU The tents of the conveyance. kIli a! OH Do Not Write In This Block FOR FAA USE ONLY PART I CONVEYANCE RECORDATION NOTICE .."7 AN 29 P411216 NAME (last name fim) OF DEBTOR RI. Aviation, LLC sytask .A.Y.t NAME and ADDRESS OF SECURED PARTY/ASSIGNEE 014144PIATII Banc of America Leasing & Capital, LLC NAME OF SECURED PARTY'S ASSIGNOR (if assigned) Key Corporate Capital Inc. FAA REGISTRATION NUMBER N901RL AIRCRAFT SERIAL NUMBER 49078 AIRCRAFT MFR. (BUILDER) and MODEL Bell 430 - ENGINE MFR. and MODEL Allison 250 C406 . ENGINE SERIAL NUMBER(S) 844167 & 844169 PROPELLER MFR. And MODEL PROPELLER SERIAL NUMBER(S) THE SECURITY CONVEYANCE DATED _11-25-03 REGISTRY ON 12-2343 COVERING THE ABOVE COLLATERAL WAS RECORDED INGM% .Assignment dated BY THE FAA AIRCRAFT 12-31-03, ASCONVEYANCENUMBER recorded 1-13-04, Conveyance Number XX025631 • FAA CONVEYANCE EXAMINER PART II — RELEASE — (This suggested release form may be executed by he secured party and returned to the Civil Aviation Registry when terms of the conveyance have been satisfied. Sec below for additional information.) 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 TOME 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: SIGNA TITLE (A person signing for a corporation must be a corporate officer or hold a rronagcrial position and must show his tide. A person signal for motherihould see pans 47 and 49 of the Federal Aviation Regulations ( i 4CFR)). This tam is only intended to be a suggested fonn of release, which meets the recording requirements of the Federal Aviation Act of 1958, and the regulations issued thereunder In addition to these requirements, the form used by the steamy holder should be dratted in accordance with the pertinent provisions of local statutes and other applicable federal statutes. This Conn may be repo:dared There recording a release. Send to Aitcrart Registration Branch. Oklahoma City. Oklahoma 73125. ACKNOWLEDGEMENT (If Required By Application Local Law): AC Form 11050-4I (2/96) (NSN 0052-00.543.9001) SEE RECORDED CONVEYANCE NUMBER X X Oa 5 tp 3/ DOM C306 pAGE rf EFTA00151907 FILED WITH FAA AIRCRAFT REGISTRATION BR 2001 AN 29 Pf9 1 36 OKLAHOMA CITY OKLAHOMA EFTA00151908 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 NAME CHANGE DATE EXECUTED C SEP 22 200 FROM It 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 (List by registration number) I TOTAI • NI IMRFR NVOI WO N900RL •N90IRL N902RL N I55LR . ENGINES I TOTALMIMI:1FR IN VOLVFD MAKE(S) SERIAL NO PROPELLERS I TOTAI NIIMRFR iNVOLVF11 MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NI DARPA INVOI MPG LOCATION RECORDED CONVEYANCE FILED N: AC -23 (1-96) (0052-00-S92-6000) EFTA00151909 •A • • t, •. ••• EFTA00151910 • • : . I • • 0 USCIeetnaire orturecosan fedionlablikm n:111 ASSIGNMENT OF SPEtkit REGISTRATION NUMBERS sPes1 jat an 911.11R1 Number N Arndt ladse sad tkdel BELL 430 Present Regatabon Number N 74RP &anal 'Saber 49078 1182150 ry ir -, ' Saw Dabs ICAD AIRCRAFT ADDRESS CODE JANUARY 06, 2004 FOR N9OIRL = 53072145 tNa Fe yaw anti/ be civy. be tl retied Slates rentra- ben nu mtet on be teeter &described ~le be special R L AVIATION LLC racentian number ghee. 940 CANCILECRE ST OR Gerry etwlae of this brenn In the Sault Ingetber with eve NESTLAKE VILLAGE CA 91362 - 5641 olecret d nealetratbn catIllarle se Herr melody b rutema op l 12i- s penang ~SS Madan ~eta t• of regbtraton ..if . CiiPitUit la . b.... • Obteln a oreibd went ot ~orb Inns kern your nab- . eat Fight Standards ~Id O . Pt rt~E•• - ' ' ;. JO TheitaleetTIJL.Forrete13114, Applicadoes DATE Far Alretorlieness on fie la dated: APRIL 269 2001 The ainwortNnems Seery cleasticalion and • STO TRANSP , INSTRUCT/ORS: SIGN AND RETURN THE ORIGINAL of this form to the Civd Ateabon Registry, AFS-750, reth In 5 days after the special registration number s C affixed on the alratelt A 'seised certificate ell then be Issued. This authodly is yak/ for g0 days from the same date. The ~heft b no the special rearrilbeiresperew JANUARY 06, 2005 CERTIFICATION: Inertly that the special registration number was placed on the RETURN FORA' TO: aircraft d bed above i • • on Registry-PIS-750 Sgn of Clymer ../;./ Oklahoma City. Oklahoma 73125-0504 Title of Owner. L I le- V. 31- - ÆliNe<SC-72. . Debt eri - a' on Aetna D/ - 0 5 - D • • I EFTA00151911 FILED WITH FAA AIRCRAFT REGISTRATION BR 2004 AN 9 AM 10 Li0 OKLAHOMA CITY OKLAHOMA EFTA00151912 0 uSCeparmont ortransixectin Federal Malkin Pdrriristrolke ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number N 90IPL Aircraft Make and Model BELL 430 Present Registration Number N 74RP Serial Number 49 0 78 1102150 41, ICAO AIRCRAFT ADDRESS CODE FOR N9ifIRL : 53072145 R I. AVIATION LLC WF.STLAKE VILLAGE CA 91362-5641 Issue Date: JANUARY 060 2004 This is your authority to change the United Stabs registra- bon number on the above described aircraft to the special regirtation number shown. Carry duplkate of this form in the airaalt together with the old registration cediticate as intern authonly to operate the aircraft pending receipt of revised certificate of registration. Obtain a revised certificate of airworthiness from your near• est Flight Standards District Ofbee. The latest FAA Form 81304, Application For Airworthiness on file is dated: APRIL 260 2001 The ainvoithIness classification and category ST 0 !PAN SP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days alter the special registration number is II affixed on the aircraft A revised certificate will then be issued. This authority is valid for 90 days from the issue date. The authority to use the special number expires: JANUARY 05 0 2005 CERTIFICATION: I certify that the special registration number was placed on the aircraft described above. • Signature of Owner RETURN FORM TO: I/ i I •I . I '. istry, AFS-750 4'a 'ma , Oklahoma 73125-0504 Title of Owner. Date Placed on Aircraft C Form 806044 (6/85) Supersedes Previous Edition EFTA00151913 • EFTA00151914 0. 0 0 0 0 0 0 9 9 0 0 0 0 0 3 1 6 Insured Aircraft Title Service, Inc. November2.5, 2003 P.O. Box 19527 Oklahoma City, Oklahoma 73144 • (405) 681-6663 (800) 654-4882 FAX #405-681-9299 Federal Aviation Administration Central Records Division Oklahoma City, Oklahoma PART! Please assign N901 RL to the following aircraft: N74RP, Bell 430, Serial Number 49078 Which is being purchased by: RL Aviation LLC PART H Please reserve N74RP in the name only for: Warner Communications, Inc. 901R1- --‘ 1/ poeP 4 JAN 0 6 2004 wHig\i, AVAILABLE •••" RE5EKVE 4 JAN 0 6 2O4 P JAN 13 204 Payment of the required $10.00 fee is attached. Please send the letter of confirmation to Insured Aircraft-Titl m. REQUESTED BY: 033291319063 $10.00 11/25/2003 Serving the Aviation Industry for over 35 years EFTA00151915 FILED WITH FAA AIRCRAFT r.r-231.:ITRATtON BR 2003 NOV 25 PP1 1 15 OKLA110mA CITY OKLAHOMA fl EFTA00151916 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 ASSIGNMENT (SEE CONV # 1[031696) DATE EXECUTED 12-31-03 FROM KEY CORPORATE CAPITAL MC (ASSIGNOR) DOCUMENT NO. XX025631 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 (List by registration number) I TOTAL. NI IMRFR IN VOI WO I N74RP ENGINES I TOTAL NIRARFR INVOI MED 2 MAKE(S) ALLISON 250-C408 SERIAL NO. 844167 844169 PROPELLERS I TOTAI NUMRFR MVO! vnn MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOT Al NIIMRFR INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N74RP BELL 430 S/N 49078 . AC FORM 8050-23 (1-96) (0052-00-982-6000) EFTA00151917 • - EFTA00151918 0 0 0 0 0 0 0 1 3 3 3 x 0 2 5 6 3 1 'se • .2 • AGREEMENT of ASSIGNMENT This Agreement of Assignment (this "Agreement"),dated Decenjber , 2003, between _ _ Key Corporate Capital Ine(the "Assignor") _ and Banc of America Leasing and Capital, LLC (the "Assignee"). CONVEYANCE RECORDED For valuable consideration, the receipt and adequacy of wlvgi ihreppci 8 36 acknowledged, the Assignor hereby agrees with the Assignee as followkulJti A)ER AL AVI 1. Assignment. The Assignor hereby sells, assigns and trap rp to, t ATION oe Assignee all of its right, title and interest in, to and under, and the Assi el Ti ON 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. KE BY TIT Banc of America Leasing and Capital, LLC BY: TITLE: perm. 1HPAIGM ity_ethafetr-RuMe6 1 O53b-cin 3aoP 1Z-n-o3 EFTA00151919 FILED WITH FAA AIRCRAFT REGISTRATION BR 2003 DEC 31 Afl 11 01 OKLAHOMA CITY OKLAHOMA 3 EFTA00151920 0 0 0 0 0 0 0 1 3 3 9 AGREEMENT of ASSIGNMENT This Agreement of Assignment (this "Agreement"),dated December ,31_, 2003, between_ _ Key Corporate Capital Ine(the "Assignor") and Banc of America Leasing and Capital, LLC (the "Assignee"). 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: TITLE: TITL tr Ae.novattisgo N) isms ion► Kef ffectilleirrirkileff 1 EFTA00151921 .~ '• EFTA00151922 0 0 0 0 0 0 1 0 3 4 0 SCHEDULE A TO ASSIGNMENT AGREEMENT FAA DOCUMENTS " Comma.) Aircraft Seccurity Agreement dated as of November 25, 2001 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 Do.c.ft,bt r 20033and assigned FAA Conveyance No. 11031696. EFTA00151923 FILED WITH FAA AIRCRAFT REGISTRATION-BR 2003 DEC 31 DPI 11 01 OKLAHOMA CITY OKLAHOMA EFTA00151924 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 airc aft 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 Dec-ember 23, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAI. NI IMRFR FNVOI ,vpo I N74RP ENGINES I TOTAI. NIIMRFR ENVOI VA-) 7 MAKE(S) ALLISON 250-C40B SERIAL NO. 844167 844169 PROPELLERS I TOTAI NIIMRFR INVOI WI) MAKE(S) SERIAL NO. SPARE PARTS --LOCATIONS I TOTAI NI IMRFR INVOI VFII LOCATION RECORDED CONVEYANCE FILED IN: N74RP, BELL 430, S/N 49078 AC FORM 8050-23 (I-96)(005240-582-6000) EFTA00151925 EFTA00151926 •O 0 0 0 0 0 0 2 4 :3 7 AIRCRAFT SECURITY AGREEMENT between RL AVIATION, LLC as the Grantor and KEY CORPORATE CAPITAL INC., acting through its division Key Equipment Finance as the Secured Party Dated as of November 05 , 2003 N74RP to become N901FLI. C ,TEMPAirera &telly Aptrennv Ax SanWl I IS 03 EFTA00151927 FILED WIT:i FAA AIRCRAFT REGISTRATION BR 2003 NOU 25 Prl 1 14 OKLAkOMA CITY OKLAHOMA EFTA00151928 0 a i,h) a a lakftLSOF' 40N Isrla o flu 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 ARTICLE 2. COVENANTS Section 2.1 Ownaslip 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 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 3 Section 4.1 Insurance 3 Section 4.2 Certificates of Insurance 4 Section 4.3 Proceeds of Insurance 4 Section 4A No Right to Self.Insure 4 ARTICLE 5. EVENTS OF DEFAULT AND REMEDIES 4 Section 5.1 Events of Default; Remedies 4 Section 5.2 Remedies 5 Section 5.3 Remedies Cumulative 5 Section 5.4 Grantor's Waiver of Rights 5 Section 5.5 Power of Attorney 5 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 6 ARTICLE 7. SECURITY INTEREST ABSOLUTE 6 Section 7.1 Security Interest Absolute 6 ARTICLE 8. MISCELLANEOUS 7 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 Agreement. 7 Section 8.6 Further Assurances 7 Section 8.7 Performance by Secured Party 7 Section 8.8 Indemnity 7 Section 8.9 Amendments 7 Section 8.10 Consent to Jurisdiction 7 Section 8.11 Waiver °fluty Trial 7 Section 8.12 Counterpart Execution 8 ARTICLE 9. DEFINITIONS 8 Section 9.1 Definitions 8 Form No.: AIR 02.501.802 Page i EFTA00151929 EFTA00151930 0 0 0 OuRORAgsEouRrr AtIREE'P ENft THIS AIRCRAFT SECURITY AGREEMENT ("Agreement") is made and entered into as of November Z(9°)M eell KEY CORPORATE CAPITAL INC., acting through its division Key Equipment Finance, a Michigan corporation haviniano eat P rl Street, 8th Floor, Albany, New York 12207 "Secured Party') and RI. AVIATION, LLC. a California limited liability company organized and having its chief executive offices located Westlake Village, CA 91361 ("Grantor"). Capitalized terms not otherwise defined herein shall have the meanings given in Article 9 hereof. RECITALS r 03/ 9/09 1C,E A. Pursuant to a Promissory Note of even date (collectively, together with all amendments, modifications arAtdpplements 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 which are hereby acknowledged, in order to induce the Secured Party to make the Loan pursuant to the Promissory Note, the Grantor agrees, for the benefit of the Seetirjidptriy,74/61103,4 ARTICLE 1. GRANT OF SECURITY INTEREST Section 1.1 Grant of Security Interest. The Grantor, inconsideration 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 Parts) 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 Document Z:33 G:L3 73 R5 9 38 Section 1.2 Filing 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 UNI FSS AND UNTIL SECURED PARTY SHALL HAVE RECEIVED A BORROWER'S ACKNOWLEDGMENT (Certificate of Acceptance) RELATING TO THE EQUIPMENT FITCUTED 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 Ii 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 Form No.: AIR 02-501.802 0 33,2y/3/4,509 01(4-) kt,t_clo Oft 6 ft is //An-423 Page I of 12 EFTA00151931 EFTA00151932 within. five (5) days, take (or cause to beraked sut act,n atrayle nekissani to °charge any such Lien not excepted above if the same shall arise at anytime. .0 0 I-) Seedon 1.4 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 item 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 or loss of such item of Equipment, or any interest, including the Secured Party's security interest, therein). (b) 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 tams 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. Section 1.6 Maintenance. (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 jurisdictional 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 term 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 Airworthiness 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 properly trained, licensed and certified maintenance sources and maintenance personnel, so as to keep the Aircraft and each Engine in as good operating condition as when 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, confiscated, 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 Parts 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 Part 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 Alterations, 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 Agreement, 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 1.8, so long as no Event of Default shall have occurred and be Form No.: AIR 02.501.802 Page 2 of 12 EFTA00151933 EFTA00151934 continuing, the Grantor may rem e aux Part, if (ihuch-partes in to, And 4t in]replacement of or substitution for, any Part originally incorporated in such item of Equ nedVat elk tistk of Milted' thereof °teeny-Part iri 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 Part as above provided, the Grantor's rights, title and interests in such Part shall be released from the li en of this Agreement. Section 1.9 Maintenance of Other Ermines. 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 1.6 to the same extent as if it were an Engine. Section 1.10 Payment of Obligations. 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 Change 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, 7415 Hayvenhurst Place, Van Nuys, CA 91406. Grantor shall supply Secured Party with a waiver of any Lien 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 be removed, front its designated home airport for a period in excess of thirty (30) 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 Party 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 Financial 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. EVENTS OF LOSS Section 1.1$ Event of Loss with Respect 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 (3oth) 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 Application 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 paymcnt of all amounts then due and payable under the Loan Documents, shall be paid to the Grantor. 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 or other Person with respect to any Event of Loss, which are payable to the Grantor, shall 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 elect. At such time as there shall not 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 received.by or payable to the Grantor on account of an Event of Loss. 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: Form No.: AIR 02-501.802 Page 3 of 12 EFTA00151935 EFTA00151936 • (a) Grantor, ants on coittand ripens shal)maiQain ecaus4to limed. (I ) comprehensive aircraft liability insurance covering all • risks which Secured Party or•Gfakiorkday afcur brroasikfi of the 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) SI0,000,000.00 per occurrence and (ii) the amounts of comprehensive aviation liability insurance from time to time 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 ell-risk property damage insurance covering the Engine and all other Items of Equipment while removed from the Airframe, in an amount equal to the greater of the full insurable value of the Aircraft or H0% 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 Secured Party. (b) All insurance policies required hereunder shall (I) require 30 days' prior written notice of cancellation, non-renewal 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 polities 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 right 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 covering 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 person (other than an Additional Insured, as to itself only) and shall insure the Additional Insureds regardless of any breach or violation of any warranty, 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, insurrection, martial law, military or usurped power or attempts at 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 1.18 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 writing 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 I.19 Proceeds of Insurance. 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-Insure. 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 S. 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: (I) Grantor fails to pay any installment of principal or interest on the Promissory Note within ten (so) 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 Form No.: AIR 02.501.802 Pasta of 12 EFTA00151937 ; EFTA00151938 Loan Documents or any other loanneaseor edit filreement pt anrpcmOsitiopior urchafe agreement with Secured Party or any other party; (6) Grantor violates or fails to perform any covenifit ot-tepagentifion .madely Grantot 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 Party (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; (10) 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; (rr) a change in control occurs in Grantor or any Guarantor; (12) 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 (14) an 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