EFTA01329795.pdf

CK020826 Conveyance Remorded May/26/2020 02:05 PM FAA CLAIM OF LIEN Pursuant to Texas Statutes Everest Fuel Management LLC ("Claimant") hereby claims a lien in the following aircraft: AIRCRAFT: RAYTHEON AIRCRAFT COMPANY MODEL 400A AIRCRAFT REGISTRATION NUMBER: N727KB SERIAL NUMBER: RK-260 REGISTERED OWNER: PUMPJACK AVIATION LLC 1511 W 60TH ST CASPER, WY 826014203 This claim is for storage, fuel, repairs, maintenance work, improvements, enhancements, materials and labor, and/or services ("Services") furnished in the principal amount of $37,722.25. This Claim of Lien also secures interest at the rate of 18% APR, from March 26, 2020, together with attorney's fees, costs, and all assessments that accrue after the date of this lien. The date of last Services was March 18, 2020. Services were authorized by Moser Aviation, LLC and/or its agents or representatives and others. Claimant is not currently in possession of the aircraft. NOTICE: Pursuant to Texas Property Code Section 70.302, Claimant may claim possession of the Aircraft until the total amount due is paid in full. Pursuant to Texas Property Code Section 70.303, Claimant may exercise its statutory right to sell the Aircraft at public auction and apply the proceeds against the total amount due. Claimant: EVEREST FUEL MANAGEMENT, LLC I do her y affirm that the facts or matters stated or recited herein are true. By: /O7A-1-O-2 /WC rue:CUh)is 6-eivik•frip Commonwealth of Massachusetts : County of Norfolk, to wit Subscribed and sworn to before me this ZO day of PL k 2•07.0. .• • • Notary Public My commission expires Pr \--) f 11 2-L\ t 2.o 710 201151342542 15.00 04124/2020 MCCIEM.CHMOLEA Noisy Mk Commonage" of lassaduses My Commlielon Expire Apri24.2026 SDNY_GM_02758410 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245332 EFTA01329795  A.113 VN01-itrINO 6zz ue hZ hdV otoz NOI1Vd1SIDDI IdV888IV VVJ P,A (mu SDNY_GM_02758411 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245333 EFTA01329796  AECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION ''NUM: 727KB FEDERAL AVIATION ADMINISTRATION SERIAL NUM: RK-260 MFR: RAYTHEON AIRCRAFT COMPANY CROSS-REFERENCE-RECORDATION MODEL: 40DA AIR CARRIER: 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 DATE EXECUTED AIRCRAFT SECURITY AGREEMENT SEPTEMBER 10, 2019 FROM DOCUMENT NO. PUMPJACK AVIATION LLC CF010193 TO OR ASSIGNED TO DATE RECORDED FLATIRONS BANK OCT 11, 2019 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: Total Spare Parts: N727KB WMINT F.144-3AP 252745 WMINT FJ44-3AP 252746 REGAR.UR (06/09) SDNY_GM_02758412 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245334 EFTA01329797  SDNY_GM_02758413 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245335 EFTA01329798  0 DEPARTMENT OF TRANSPORTATION CERTIFIED COPY FEDERAL AVIATION ADMINISTRATION TO BE RECORDED BY FM FAA AIRCRAFT REGISTRY P.O. Box 25504 la Oklahoma City. Oklahoma 73125 AIRCRAFT SECURITY AGREEMENT 0 0 NAME & ADDRESS OF DEBTOR/BORROWER: 0 PUMPJACK AVIATION LLC 1511 W 60TH ST S CASPER, WY 82601.6203 0 S aa a NAME & ADDRESS OF SECURED PARTY/ASSIGNEE/LENDER: Flatirons Bank 1095 Canyon Bind Suits 100 2 Boulder, CO 80302 S O O NAME OF SECURED PARTY'S ASSIGNOR/GRANTOR: PUMPJACK AVIATION LLC 1511 W 60TH ST O CASPER, WY 82601-6203 ABOVE SPACE FOR FAA USE ONLY THIS AIRCRAFT SECURITY AGREEMENT dated September 10, 2019, Is mods end executed between PUMPJACK AVIATION LLC ("Grantor") and Flatirons Bank ("Lender'). GRANT OF SECURITY INTEREST. For valuable consideration. Grantor grants to Lender a continuing security interest In the Collateral to secure the Indebtedness and agrees that Lender shall have the rights slated In this Agreement with respect to the Collateral, addition to all other rights which Lender may have by law. COLLATERAL. The word "CiNlaterer means the following• (A) The Aircraft (8) The engines and all avionics, Including without limitation the following specifically described engines or avionics or both: RAYTHEON AIRCRAFT COMPANY. 400A. RK-260. (C) Al log hooks. manuals. flight records, maintenance records. inspection reports. airworthiness certificates, and other historical records or Information relating to the Aircraft, including without limitation the following- (0) All attachments, accessions, parts. and additions to and all repacements of and substitutions for any property described above. (El All 'ante, accounts, chattel paper, general intangibles, and momn. arising out of or rated to use, rental. sale. tease. or other disposition of any of the property descnbed in this toilsome section. (F) All proceeds (Including emu/arca proceeds) from the sea or other tit...nit:on of any of the property described in this Carteret Section (G) All Associated Rights (as defined in the Cape Town Convention). 192541455102 $15 Chi 0911/2019 The word 'Aircraft' means the following described aircraft. One (1) RAYTHEON AIRCRAFT COMPANY model 400A aircraft bearing manufacturers serial number RIF2S0 and United Stales Registration Number N727K8 (the "MrCraft") end two (2) WILLIAMS INTERNATIONAL CO LLC Model FJ44-3AP aircraft engines bearing manufacturer's serial numbers 252745 and 252746 which engines are In excess of 550 horsepower or the equivalent The manufacturers serial number for the Aircraft k RK-0260. end its FAA RegIstradon Number M N727KB. The word "Aircraft" atso means and includes without limitation, (1) the Arframe. (2) the Engines. and (3) any propellers. The word 'Airframe' means the Aircraft's airframe. together with any and all pens, applerat components. instrum ents. accessories. accessons. attachments. equipment. or avionics (including, without limitation, fedi& hider. navigation systems, or Other electronic equipment) instated in, appurtenant to, or delivered with or in respect of such arrame. The word 'Engines' means any engines described strove together with any other s✓craft engines which either now or in the future ars installed on, appurtenant to, or delivered with or in respect of the Airframe, together with any arid ail parts, appliances, components. accessories, accessions. attachments or equipment instated on, appurtenant to, or delivered with or In respect of such engines. The word 'Engines' shall also refer to any reptacement aircraft engine which. under this Agreement, Is ragweed or permitted to be installed upon the Airframe. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Grantor's accounts with Lamer (whether checking, savings, ar-some tatho. maxim). This notices all accounts Grantor holds Jointly with someone else and all accounts Grantor may open in the future. However, this does not include any IRA or Keogh accounts. or any trust accounts for which setoff would be prohibited by law. Grantor motoring Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lenders option, to administratively freeze all such accounts to allow Lender to protect Lenders charge end setoff rights provided in this paragraph. DURATION. This Agreement snag remain in full force and effect until such time as the Indebtedness secured hereby. including principal. interest. Costa, expenses. attorneys' fees and other fees and charges. shall hem been paid in full, together with all additional sums that tender may pay or advance on Grantor's bear and interest thereon es provided In this Agreement. REPRESENTATIONS AND WARRANTIES CONCERNING COLLATERAL Grantor represents. warrants and covenants to Lender at all times white I hereby mai& that I have compared this document with the origiaal and k is a taw andcorrect copy thereof 4k a'~rst SDNY_GM_02758414 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245336 EFTA01329799  SDNY_GM_02758415 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245337 EFTA01329800  AIRCRAFT SECURITY AGREEMENT Loan No: 19001654 (Continued) Page 2 this Agreement is in effect as follows: Aircraft. The Airframe with the Engines instead thereon is type certified by the FAA to transport at least eight (8) persons including crew or goods in excess of 2750 kilograms and the Engines are either Jet propulsion or turbine or piston technology and, in the case of el propulsion aircraft engines, have at least 1750 lb. of thrust or its equivalent end, in the one of turbine-powered or peton-POwered aircraft engnes, have at east 550 rated take-off shaft horsepower or its equivalent. Title. Grantor warrants that Grantor is the lawful owner of the Collateral and holds good and me/Natal:4 title to the Collateral, free and Cear of all Encumbrances except the hen of this Agreement. Grantor Is. or concurrent with the completion of the transactions contemplated by this Agreement will be, the rag stared owner of the Aircraft pursuant to a proper registration under the Federal Aviation Act of 1958, as amended. end Grantor qualifies in all respects as a citizen of the United States as defined In the Act. Grantor shall defend Lender's rights In the Coasters! eganit the claims and demands of as other persons. The Collateral Is not and will not be registered %Ade( the laws of any foreign Country, and Grantor is and will remain a citizen of the United States as defined in the Federal Aviation Act of 1958. as amended. Grantor shall promptly consent or cause its agent to, consent to the registration of the international Interest created hereby with the international Registry. Grantor is an epproved registry user under the Registry Procedures with full rights end privileges to access the International Regstry. Authority; Binding Effect. Grantor has the fun right. power and authority to enter into this Agreement and to grant a security interest in the Collateral to Lender. This Agreement Is binding upon Grantor as wen as Grantor's successors and assigns, and is legally enforceable in accordance with its terms. The foregoing representations end warranties, and all other representations and warranties contained in this Agreement are and shall be continuing in nature end shell remain n full force and effect until such time as this Agreement is terminated or cancelled as provided herein. Aircraft end Log Books. Grantor will keep accurate and complete logs. manuals, books, and records retelling to the Collateral. and will provide lender with copes of such reports and informal:or. relat/nu to the CoSalerei as tender may reesonably require from time to time Perfection of Security Interest. Grantor Wan to take whatever actions are requested by Lender to perfect and contnue Lender's security interest in the Collateral. Upon request of lender. Grantor will deliver to Lender any and all of the documents evidencing or constituting the Collateral, end Grantor will note tenders Interest upon any end all chattel paper and Instruments If not delivered to tender for possession by Lender. In particular, Grantor will perform, or will cause to be performed, upon Lender's request. each and all of the following: (I) Record, register and ill this Agreement, together with such notices. financing statements or other documents or instruments as Lender may request from lime to time to carry out fully the intent of this Agreement, with the FM in Oklahoma City, Oklahoma. United States of Mums and other governmental agencies, either concurrent with the delivery and acceptance of the Collateral or promptly after the execution and delivery of this Agreement. (2) Furnish to lender evidence of every such recording, registering, end fling. (3) Execute and deliver or perform any and all acts and things which may be reasonably requested by Lender with respect to complying with or remaining subject to the Applicable Laws (4) At or prior to the time of the making of the loan. Grantor will cause the International Interest to be validly registered with tho International Registry and to be searchable at the International Registry. Grantor, at its own expense. shall cause the ropstration the International Interest with the International Registry to remain valid and in effect at all times. Grantor hereby appoints Lender as Grantor's irrevocable attomeym-fact for the purpose of execubng any documents necessary to perfect. amend, or to continue the security interests granted in this Agreement or to demand termination Of flings of other secured parties. Londe: may at any time. and without further authorization from Grantor, file e carbon, pvitograpnic or other reproduction of any financing statement or of this Agreement for use u s financing statement. Grantor will reimburse Lander for alt expenses for the perfection end the continuation of the perfection of Lenders security interest in the Cotlaterel Notices to Lender. Greater will promptly notify Lender in writing at Lenders address shown above (or such other addresses as Lender may designate from time to time) prior to any (1) change In Grantor's name; (2) change In Grantor's assumed business name(s); (3) change in the management or in the members or managers of the limited liability company Grantor, (4) change in the authorized sIgner(s); (5) change in Grantor's prencipin office address; (6) change in Grantees state of organization; (7) conversion of Grantor to a new or different type of business entity; or (8) change in any other aspect of Grantor that directly or Indirectly relates to any agreements between Grantor and Lender. No change in Grantor's name or state of organization will take effect until after Lender has received notes Location of the Collateral. Grantor will hangar or keep the Collateral at A location acceptable to Bank or at Signature Aviation, Centennial Airport. 800 INTERPORT BLVD, SUITE 240. ENGLEWOOD, CO, 80112 which Is its home airport or base location. Removal of the Collateral. Except for routine use. Grantor shall not remove the Collateral from its existing location without Lender's per written consent. Grantor shall whenever requested, advise Lender of the exact location of the Collateral. Inspection of Collateral. At any reasonable time, on demand by Lender. Grantor shall cause the Collateral (Including the logs, books, manuals, and records comprising the Colataral) to be exhibited to Lender (or persons designated by Lender) for purposes of Inspection end copying. lealikunance, Repairs, Inspections, and Licenses. Grantor, at its exPenas, shell do. or cause to be done, in a timely manner with respect to the Cotiateral each and all of the following: (1) Grantor Mal maintain and keep the Coasters in as good condition and repair as It is on the date of this Agreement. ordinary weer and leer excepted. (2) Grantor shall maintain and keep the Aircraft in good order end repair and in airworthy condition in accordance with the requIremants of each of the manufacturers' manuals end mandatory service bulletins end each of the manufacturers' non-mandatory service bugle:Ms which tate to ainvonhiness. (3) Grantor shall replace in or on the Airframe. any end as Engines, parts. apphancas. instruments or accessories which may be worn out. lost. destroyed or otherwise rendered unfit for use (4) Grantor shalt cause to be performed, on al per's of the Aircraft, all applicable mandatory Airworthiness Directives. Federal Aviation Regulations. Special Federal Aviation Regulations, end manufacturers' service' bufielint relating to eirworthtness. the compliance date of which eh& occur while this Agreement is in effect. (5) Grantor shall be responsible for as required Inspections of the Aircraft and licensing or re-licensing of the Aircraft In accordance with al applicable FM end other ocnremmental reouirements Grantor shall at all times cause the Aircraft to have on board end In a SDNY_Gliii_02758416 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245338 EFTA01329801  SDNY_GM_027584t7 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245339 EFTA01329802  AiRCRAFT SECURITY AGREEMENT Loan No: 19001654 (Continued) Page 3 conspicuous location a current Certificate of Airworthiness issued by the FAA (6) All inspections. maintenance, modifications. repairs, and overhauls of the Aircraft (including those performed on the Airframe. the Engines or any components. appliances, accessories. instruments, or equipment) shall be performed by personnel authorized by the FAA to perform such sernces. (7) If any Engine, component. appliance. accessory. instniment, equipment or part of the Aircraft shall reach such a condition as to require overhaul, repair Cr repharament, for any cause whatever. in order to comedy with the standards for maintenance and other provisions set forth In this Agreements Grantor may: (a) Instal on or in the Aircraft such items of substantially the same type in temporary replacement of those then installed on the Aircraft, pending overhaul or repair of the unsatisfactory item: provided. however. that such replacement items mutt be in such a condition as to be permissible for use upon the Aircraft in accordance with the standards for maintenance and other provisions set forth in this Agreement, provided further, however. that Grantor at as times must retain unencumbered title to any and all Herne tempera* removed: or (ti) Metal on or in the Aircraft such Items of substantially the same type and value in permanent replacement of those the., installed on the Aircraft; provided, however, that such replacement items must be in such condition as to be permissible for use upon the Aircraft in nernmance with the standards for nia;nanr..;ca and other provisions sal forth in this Agreement provided further. however, that Grantor must first comply with each of the requirements below. (8) ki the event Grantor Ora be required or permitted to install upon the Airframe or any Engine, components, appiances, accessories. instruments. engines, equipment or parts in permanent replacement of those then installed on the Airframe or such Engine, Grantor may do so provided that, in addition to any other requirements of this Agreement' (a) Lender is not divested of Its security interest in and hen upon any tern removed from the Aircraft and that no such removed item shall be or become subject to the lien or claim of any person, unless and until such 'tern is replaced by an item of the type and condition required by this Agreement. title to which, upon its being Installed or attached to the Airframe, is validly vested in Grantor, free and clear of all hens end earns, of every k'nd or nature. of ell persons other than Lender, (b) Grantors MS to event substitutod Item shall immediately be and become subject to the security interests end liens of Lender and each of the provisions of this Agreement. and each such item shell remain so encumbered and so subject unless It is, in turn. replaced by • substitute item in the manner permitted in this Agreement end (c) If en gem is removed from the Aircraft and replaced in accordance with the requirements Of this Agreement. and If the Substituted item satisfies the requirements of this Agreement. including the isms and conditions above. then the item which Is removed shell thereupon be free and clear of the secunty interests and liens of Lender. (9) in the event that any Engine, component appliance, accessory. instrument, equipment or part is installed upon the Airframe. and is not in substitution for or in replacement of an existing item, such additional item alias be considered as an accession to the Airframe. Taxes, Assessments ail .1-znar will pay viten due all taxes. assessments and liens upon the Colt/none, its use or operation, upon 1 this Agreement upon the Note, or upon any of the other Related Documents. Grantor may withhold any such payment or may elect to contest any !en if Grantor Is in good faith conducting an OPOMPlate proceeding to contest the obligation to pay end sifi long as Lenders interest in the Collateral is not jeopardized in Lender's sole *pinkie If the Collateral is subjected to a lien whith is not discharged within fifteen (15) days, Granter she deposit with Lander cash, a suffiaent corporate surety bond or other security satisfactory to Lender in sn amount adequate to provide for the discharge of the hen plus any interest. costs or other charges that could accrue as a result of foreclosure or sale of the Collateral. In any contest Grantor shes defend itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Compliance with Governmental Requirements. Grantor shell comply promptly with Si laws. ordinances and regulations of the FAA and at other governmental authorities applicable to the use. operation, maintenance. overhaulng or condition of the Collateral. Grantor may contest In good faith any such law, ordinance or regulation and withhold compliance during any proceeding, including appropnato appeals, so long as Lenders Interest In the Coasters), in Lenders opinion. is not Jeopardized. Without limiting the foregoing, Grantor agrees that at no time during the efferrAlveness of this Agreement shag the Collateral be operated in, located in, or relocated to. any jurisdiction. unless the Cape Town Conventon or Geneva Convention (together with necessary enacting rules and regulations) a acme comparable treaty, rules and regulations satisfact0ry to Lender shaft be in effect in such jurisdiction and any notices. financing statements, documents, or instruments necessary or required, in the opinion of Lender. to be filed in such jurisdiction shalt have been filed and file stamped copies thereof shall nave been furnished to Lender. Notwithstanding the foregoing. at rto lime shell the Collateral be operated In or over any area which may expose Lender to any penally, fine. sanction or other lability. whether civil or criminal, under any appicable law, rule. treaty or convention; nor may the Colateral be used in any manner which is or may be declared to be illegal and which may thereby render the Collateral liable to confiscation. Seizure nelsnlinn or deStnrCtion. Records Maintenance. Grantor shell maintain records relating to the Aircraft in accordance with FAA rules and regulations and from time to time make such records available for Inspection by Lender and its duly authorised agents. Maintenance of Casualty Insurance. Grantor shall procure arid maintain et al. times all risks insurance on the Collateral, Including without limitation fee. theft lability and hull insurance. and such other Insurance as Lender may require with reaped to the Collateral, in form, amounts. coverages end basis reasonably ecceplable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor shell further provide and maintain, at its sole cost arid expense. c0mprehensma public liability insurance, naming both Grantor and Lender as parties insured, protecting agarst claims for badly injury, death and/Or property damage arising out of the use, ownership. possession, operation ere condition of the Altera& and further containing a broad form contractual l ability endorsement covering Grantor's obligations to Indsmryfy Lender as provided under this Agreement. Such policies of insurance must also contain a provision, in form and substance acceptable lu immier, prohibiting cancellation or the alteration of such insurance without at least ten (10) days prior written notice to Lender of such intended cancelebon or alteration. Such Insurance policies also shall include an endorsement providing that coverage n favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Grantor agrees to provide Lender with originals or certified copies of such policies of insurance. Grantor. upon request of Lender. will deliver to Lender from time to time the polices or certificates of insurance in form satisfactory to Lender In connection with ell policies covering assets in which Lender holds or Is offered a security interest for the Indebtedness. Grantor will provide Lander with such lenders loss payable or other endorsements es Lander may require. Grantor shall not use or permit the Collateral to be used in any manner or for any purpose excepted from or contrary to the requirements of any insurance policy or p0l1O55 required to be Carried and maintained under Mrs Agreement or for any purpose excepted or exempted from or contrary to the insurance policies, nor shall Grantor do any other act or permit anything to be done which could reasonably be expected to Invalidate or limit any Such insurance policy or policies SONY_GM_02758418 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Erl'A_00245340 EFTA01329803  SDNY_GM_02758419 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245341 EFTA01329804  AIRCRAFT SECURITY AGREEMENT Loan No: 19001654 (Continued) Page 4 Application of Insurance Proceeds. Grantor thee promptly notify Lender of any loss or damage to the Collateral, whether or not such casually or loss is covered by insurance. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. All proceeds of any insurance on the Collateral. including accrued proceeds thereon, shall be held by Lender as pan of the Collateral. If Lender consents to repair or replacement of the damaged or destroyed Collateral, Lender slue upon satisfactory proof of expendrture. Pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration. If Lander does not consent to repair or replacement of the Caesura Lender chart retain a sufficient amount of the proceeds to pay all of the Indebtedness, and shaft pay the bailout to Grantor. My proceeds which have not been disbursed within six (6) months after their receipt and which Grantor has not committed 10 the repair or restoration of the Collateral snail be used to prepay the indebtedness. Insurance Reports. Grantor, upon request of Lender, shall furnish 10 Lender reports on each existing policy of insurance showing such reformation as Lender may reasonably request including the following: (1) the name of the insurer. (2) the risks Insured: (3) the amount of the policy; (4) the property Insured; (5) the then currant nitre on the basis of which insurance his been obtained end the manner of determining that value: and (6) the expiration data of the polity. In addition. Grantor shall upon request by Lender (however not more often than annually) have an independent appraiser satisfactory to.Lwder determine. as appicaltle, the curl vehre or replacement cost of the Collateral. Prior Encumbrances. To the extent applicable. Grant*r shell fully end timely perform any end all of Grantor's obligations under any poor Encumbrances affecing the Collateral. Without limiting the foregoing. Grantor Shall not commit or permit to exist any breach of or default under any such prior Encumbrances. Grantor shall further promptly notify Lender in writing upon the occurrence of any event or circumstances that would. or that might. result ine breath of or default under any such prior Encumbrance. Grantor shall further not modify or extend any of the terms of any poor Encumbrance or any indebtedness secured thereby, or request or obtain any additional loans or other extensions of credit from any third party creditor or eradiate whenever such additional loon advances or other extensions of credit may be directly or mouthy secured, whether by croes-collaterstaabon or otherwise, by the Cosetena. or any pen or parts thereof. with possible preference and priority over the lien of this Agreement. Notice of Encumbrances and Events of Default. Grantor shall immediately notify Lender in wnting upon Ihe filing of any attachment, len. judicial process. or claim relating to the Collateral. Grantor additionally agrees 10 immediately notify Lender in writing upon the occurrence of any Event of Default. Of event that with the passers of time, failure to one, or giving of notice, may meth in en Event of Default under any of Grantor's obligations that may be seared by any presently existing or future Encumbrance, or that may result in an Encumbrance affecting the Collinear+, or should the Collateral be salted or attached or levied upon, or threatened by seizure or attachment or levy, by any person other then Lender. PROHIBITIONS REGARDING COLLATERAL. Grantor represents, warrants and covenants to Lender while this Agreement remains in effect as farrows: Transactions Involving Collateral. Grantor shall not fiat, offer to sell, or COM'Wise transfer or dispose of the Collateral. Granter shall not pledge, mortgage, encumber or otherwise permit the Collateral In be sublet' to any ben. security interest, encumbrance, or charge. other than the security interest provided for in this Agreement, without the prior written consent of Lender. This Includes security interests even if Junior in right to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the COHISIVOI (tor whatever reason) shell be held in trust for Lender, and shall not be commingled with any other funds; provided however, this requirement shall not constitute content by Lender to any sale or other disposition. Upon receipt. Grantor shall immediately deOvet any such aromas to Lender. No Removal of Pans. Except as permitted or required in the section of this Agreement titled 'Maintenance. Repairs. Inspections, and Licenses? Grantor shell not remove or permit the removal of any parts, engines, accessories, avionics or equipment from the Aircraft without replacing the same with comparable parts, engines, accessories. avionics and equipment acceptable to Lender and the Aircraft's manufacturer and knitter. Future Encumbrances. Grantor shell not, without the prior written consent of Lender, grant any Encumbrance that may affect the Collateral, or any part or parts thereof, nor shall Grantor permit or consent to any Encumbrance attaching to a being moo against the Collateral. of any pert or parts thereof. in favor of anyone other than Lender. Grantor Vial further promptly pay when due 52 statements and charges of airport authorities, mechanics, laborers, materiatimm. suppliers and others incurred in connection with the use. operation. storage, maintenance and repair of the Aircraft so that no Encumbrance may attach to or be filed against the Aircraft or other Collateral Grantor additionally agrees to obtain, upon request by Lender. and in form end substance es may then be satisfactory to Lender. appropnate waivers and/of subordination, of any Encumbrances that may effect the Cthaterel at any time. GRANTOR'S RIGHT TO POSSESSION. Until default, Grantor shall have the possession end beneficial use of the Collateral and may use n in any lawful manner not inconsistent with this Agreement or the Related Documents. LENDER'S EXPENDfTURES. If any action a proceeding is OYMOVICOO that would materially effect Landers interest in the Collateral or if Grantor fors to comply with any provision of this Agreement or any Relined Documents, including but not limited to Grantor's failure to discharge or pay when due any *mounts Grantor Is required to discharge or pay under this Agreement or sny Related Documents. Lender on Grantees behalf may (but shall not be obligated to) take any action that Lands deems appropriate. including but not limited to discharging or peyng an taxes, liens. security interests, encumbrances and other claims. at any time levied or placed on the Collateral end paying all coats for insunng. maintaining and preserving the Collateral. AN such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and. at Lenders option, will (A) be payable on demand; (El) be added to the balance of the Note and be appOrtiOned among and be payable with any installment payments to become due during either (1) the term of any applicable Insurance policy; or (2) the remaining term of the Note: or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement also will secure payment of these amounts. Such right shell be In addition to all other tights and remedies to which Lender may be entitled upon Default. DEFAULT. Each of the following shall constitute en Event of Default under this Agreement: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Other Defaults. Granite faits to oomph with or to perform any other term, of:neaten, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obigation. covenant or condition contained in any other agreement between Lender and Grantor Default In Favor of Third Parties. Any guarantor or Grantor defaults under any loan, extension of aedit. secunty agreement, purchase or sales agreement. Or any Other agreement. In favor of any other creditor or person that may materially effect any of any guarantor's or Grantor's property or ability to perform their respective alp:ions under this Agreement or any of the Related Documents. False Statements. Any warranty. representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this SDNYGM02758420 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Erl'A_00245342 EFTA01329805  SDNY_GM_02758421 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245343 EFTA01329806  AIRCRAFT SECURITY AGREEMENT Loan No: 19001654 (Continued) Page 5 Agreement or the Related Documents Is false or misleading in any malarial respect. either now or at the time maze or furnished or becomes false or misleading at any time thereafter. Defective CousinStaten. This Agreement or any of the Related Documents Ceases to be in full force and effect (including failure of any collateral document to create a vied and perfected security interest or lien) at any time and for any reason. Insolvency. The dissolution of Grantor (regard/sal of whether election to continue is made). any member withdraws from the limited liability company. or any other termination of Grantor's existence as a going Sourness or the death of any member, the insolvency of Grantor, the appointment at e receiver for any part of Grantors property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by a against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by exacial proceeding, selfihello, repossession or any other method, by any creditor of Grantor or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Grantor's accounts. needing deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the detm which d the basis of the creditor or forfeiture proceeding and If Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or e surety bond for the creditor or forfeiture proceeding, In an amount determined by Lender, in Its sole disorebon. as being en adequate reserve or bond for the depute Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or Guarantor dies or becomes incompetent or revokes or disputes the validity of. or hasilly under, any Guaranty of the Indebtedness. Adverse Change. A matenal adverse change occurs in Grantors finaneull condition, or Lender CM eves the prospect of payment or performance of the Indebtedness is impaired. insecurity. lender in good faith believes Itself Insecure. RIGHTS AND REMEDIES ON DEFAULT, If en Event of Default occurs under We Agreement, at any time thereafter. Lender Pall have all the rights of a secured party under the Colorado Uniform Commercial Coca In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Lender may declare the entire Indebtedness, ncluding any prepayment penalty which Grantor would be recurred to pay. immediately due and payable, without notice of any kid to Grantor. Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and as certificates of title and Other documents relating to the Collateral. Lender may require Grantor to assemble tie Collateral and make it available to Lender at a place to be designated by I ends. Lender also shall have full power to enter upon the property of Grantor to take possession of end remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession. Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Lender Shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof In Lenders own name or that of Grantor. Lender may see the Collateral at public auction or private sale. Urine the Collateral threaten. to decline Speedily in value or Is or a type customarily sold on a recognized market, Lender will give Grantor, and other persons as required by law. reasonable notice of the time and piece of any pubic sale, or the time after which any private sae or any other disposition of the Collateral is to be made However, no notice need be provided to any person who, after Event of Default occurs, enters !into and authenticates an agreement waiving that person's right to notifiCaten of sate. The requirements of reasonable notice thee be met if such notice is given at least ten (10) days before the time of the saki or disposition. All expenses relating to the disposition of the Collateral, including without limitation the expenses of etekleg, toeing, lrzwing, on:card; for the Coialeral. shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Appoint Receiver, Lender shall have the right to have a receiver appointed to take possession of and or any p