INSTRUMENT OR
CHATTEL PAPER WITH A VALUE IN EXCESS OF $1,000,000 (OTHER THAN (A) THAT CERTAIN
PROMISSORY NOTE MADE IN OCTOBER 2011 BY DART HOLDING COMPANY LTD. IN FAVOR OR
ERA HELICOPTERS, LLC, (B) THAT CERTAIN PROMISSORY NOTE MADE IN DECEMBER 2010 BY
ERA TRAINING CENTER LLC IN FAVOR OF ERA HELICOPTERS, LLC AND (C) THAT CERTAIN
PROMISSORY NOTE MADE IN SEPTEMBER 2009 BY LAKE PALMA, S.L. IN FAVOR OF ERA
HELICOPTERS, LLC), DELIVER, AGAINST A WRITTEN RECEIPT FROM THE GRANTEE
ACKNOWLEDGING RECEIPT THEREOF, AND PLEDGE TO THE GRANTEE HEREUNDER SUCH NOTE OR
INSTRUMENT OR CHATTEL PAPER DULY ENDORSED AND ACCOMPANIED BY DULY EXECUTED
INSTRUMENTS OF TRANSFER OR ASSIGNMENT, ALL IN FORM AND SUBSTANCE SATISFACTORY TO
THE GRANTEE; (III) FILE SUCH FINANCING OR CONTINUATION STATEMENTS, OR AMENDMENTS
THERETO, AND SUCH OTHER INSTRUMENTS OR NOTICES, AS MAY BE NECESSARY OR
DESIRABLE, OR AS THE GRANTEE MAY REQUEST, IN ORDER TO PERFECT (EXCEPT WITH
RESPECT TO FOREIGN IP AND VEHICLES) AND PRESERVE THE SECURITY INTEREST GRANTED
OR PURPORTED TO BE GRANTED BY SUCH GRANTOR HEREUNDER; (IV) TAKE ALL ACTION TO
ENSURE THAT THE GRANTEE'S SECURITY INTEREST IS NOTED ON ANY CERTIFICATE OF TITLE
RELATED TO COLLATERAL EVIDENCED BY A CERTIFICATE OF TITLE (OTHER THAN VEHICLES);
AND (V) DELIVER TO THE GRANTEE EVIDENCE THAT ALL OTHER ACTIONS THAT THE GRANTEE
MAY DEEM REASONABLY NECESSARY OR DESIRABLE IN ORDER TO PERFECT (EXCEPT WITH
RESPECT TO FOREIGN IP AND VEHICLES) AND PROTECT THE SECURITY INTEREST GRANTED OR
PURPORTED TO BE GRANTED BY SUCH GRANTOR UNDER THIS AGREEMENT HAS BEEN TAKEN.
(a)
Each Grantor hereby authorizes the Grantee, its counsel or its
representative, at any time and from time to time, to file one or more financing
or continuation statements, and amendments thereto, including, without
limitation, one or more financing statements indicating that such financing
statements cover all assets or all personal property (or words of similar
effect) of such Grantor, regardless of whether any particular asset described in
such financing statements falls within the scope of the UCC or the granting
clause of this Agreement. A photocopy or other reproduction of this Agreement
shall be sufficient as a financing statement where permitted by law. Each
Grantor ratifies its authorization for the Grantee to have filed such financing
statements, continuation statements or amendments filed prior to the date
hereof.
(b)
Upon request, each Grantor will furnish to the Grantee from time to time
(but not more than one time per year so long as no Event of Default has occurred
and is continuing) statements and schedules further identifying and describing
the Collateral of such Grantor and such other reports in connection with such
Collateral as the Grantee may reasonably request, all in reasonable detail. In
addition, each year, at the time of delivery of the annual appraisal pursuant to
Section 10.1(a)(xxv) of the Credit Agreement, the Grantor shall deliver to the
Grantee updated Schedules I - IX to this Agreement executed by a responsible
officer of the Grantor, setting forth any information required therein that has