EFTA01328618.pdf

CW019053 Conveyance Recorded Feb/26/2021 11:47 v U.S. DEPAMMENT OF TRANSPORTATION OMB Control No. 2120-0043 FEDERAL AVIATION ADMINISTRATION Expires 12/31/2018 NOTICE OF RECORDATION - AIRCRAFT SECURITYCONVEYANCE PART I.I CONVEYANCE RECORDATION NOTICE This section acknowledges the recording of a security conveyance covering the collateral sitcom. NAME (Ise maw 6m) OF DEBTOR HELD3R0 LLC NAME sod ADDRESS OF SECURED PART WASSIGNEE I n SOURCE BANK 100 N MICHIGAN ST SOUTH BEND IN 46601 1.1..1.11...11..11 lissilti NAME OF SECURED PARTY'S ASSIGNOR Of muffled/ THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: N405PI 53375 BELL 407 N N N ROLLS 250C47B CAE.847407 THE SECURITY CONVEYANCE DATED am2010 COVERING THE ABOVE COLLATERAL WAS RECORDED BY THE CIVIL AVIATION REGISTRY ON Jim 03.2016 AS CONVEYANCE NU MR11 SY000344 RILtig, SHANTEL YOUNG. LEGAL rtiSTRinerts EXAMINER PART II - RELEASE Use of Mit section of the form by the socunty holder is optional. This section is only a suggested lam of release that mons the recording requirements of the Federal Aviation Ad of 1958, as amended, and the regulations issued thereunder. In addition to those requirements. the form used by the security holder should be drafted in accordance with the warrant provisions of local SLINICS and other applicable fcdaal solutes. This form may be reproduced. There is no fee for recording a release. Send to: Aircraft Registration Branch, PO Box 25504, Oklahoma City, Oklahoma 73125. The undersigned hereby certifies that they are the Mae and lawful holder of the note or other evidence of indebtedness secured by the conveyance referred to herein on the above described collateral ad that the same collateral is hereby released from the leans of the conveyance: Provided that no express warranty is given nor implied by reason of execurion or delivery of the release, any tillc retained in the collateral by the conveyance is hereby sold. granted. noted and assigned to the pony that executed the conveyance or lo the assignee of said perry if the conveyance was assigned. DATEOF RELEASE. ACKNOWLEDGMENT (IfRoquactl By ApplAaNe Local Law). SECURITY HOLDER: In SCANR Ce lecliMM. SIGNATURE (hi Ink) WN.3...—CZKnZ2w.,..„ TITLE: RBLitt-) kyr., Naar( Cre st (A person signing foe a corporation must be a corporate officer or hold a managerial position and must show title A person signing for another should see 14 CFR Parts 47 and 09 of the Federal Aviation Regulations) AC Form11050-41 (08/12) SDNY_GM_02750580 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9,10, 15, and 17 EFTA 00243502 EFTA01328618  SDNY_GM_02756581 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243503 EFTA01328619  DOCUMENT LEVEL ANNOTATIONS SEE RECORDED CONV#SY000344 DOC ID 5917 SDNY_GM_02756582 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243504 EFTA01328620  SONY_GM_02756583 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243505 EFTA01328621  PRINT PAGE 1 PRIVACY ACT STATEMENT Osia Coned N.coter 71010041 apro 09001020 PRA Public eine Statement A federal apay may not cora:kw a senor. eon a perm, 6 not rated to respond to. nor Noll a Parson be *AWL VD e penalty lot tare to comply won a coeliac., of infenteson imbed to he sequissmems of eke Paperwork lisOucbey Ad fl ea that merlon of mtonneton essays s wiener wed Ma Cats Oe/OZ/Qed ai Nutrias. The Oa Card Numbs lot do warns:on etillscMri n 2120.0042 Putec real% tor MY =Gam or Wenredon is mewed to as appeoinneWy 30 auras per nacra Mae* the area for mierting insbt ftees. seerag luateng data sons estharIng and "abeam ma data mem. oxnemeng and miming T. ecesdien of inkimiston. N repave to Sid ccesecen or irdeenisuon we rewind to ran Mcrae registadon th escrelancia as 14 CFR Part 47. US oommrnb maim tie brain arra a erry oft .epee d INA deletion of Irdormeko. Inland suppeatIons tor nYealrg lea tam to. Inicenseon Cacao., Gamma Gecer. Faders AMaeon Adraliellort 10101 Mal ParmeY, Fat Worth. TX TaITT-1524. FAILURE TO RENEW REGISTRATION WU DEPARTMENT OF TRANSPORTATION - FEDERAL AVIATION ADMINISTRATION RESULT W GANGES-MOON OF REGISTRATION AIRCRAFT REGISTRATION RENEWAL APPLICATION AND REGISTRATION MASER ASSIGNMENT 0 (Sas /4 GER. 55 47.15(7), 4740 And 47.41) /AIRCRAFT REGISTRATION NUMBER SERIAL NUMBER N 405PJ 53375 MANUFACTURER MODEL Bell 407 DATE OF ISSUANCE DATE OF EXPIRATION TYPE Of REGISTRATION 4/1/2016 4/30/2019 Individual ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE HELPFUL INFORMATION (Owner I) HELIBRO. LLC Review Aircraft Registration File Information for this aircraft at: httOfirediStry.fatft0tHeirCraftinduirY (Chino( 2) bigttc Enter Any additional mar names on page two, Assistance may be obtained (Add,...) 903 Lando/9 Way al our web page: htto://nacirstryfadi GONiftensinVIIKIMIT8t/On bye-mail at: 633.80VB0.regiatlYainatIOOV. or —a) by telephone at. (866) 762 - 9434 (loll fret). or (406) 950 - 3118 Lay' Rod Bluff sts Ga p 9430B0 When mailing fees, please use a chock or money order made Country payatie to the Federal Auieton Admindoerson Meseta' Address: Remand when meaeg address le a P.O. Box or met arca Signature and Title Requinsnwnts for Common Registration Types: (Addles) Sarrkil - Indtviclual owner must sir, We dieted be owner. • Partneeshp general One signs shooing goners partner en (Aines) deer Oty State RP • Coporemon cap:este t or rninsger agns, showing full ode. Gauntry • Urndad UaNaly Co autorttedor ASambas ansg . or officer identneo in th• LIG exument signs. drawing M tee TO RENEW REGISTRATION: RENEW aircraft regiStratkr informatke. Ossomer 1141010004. 4 Mug sign: 'hence sco-crseler as dile. IFtra the approwitte statement ENTER any change in address in this authorized WOO runt sign and show their full Ube spaces below. Bra & abilj, font with Me SS renewal fee to the: Now: All algnatua mint be in lop a other permanent media FM Aircraft Registry. PO Box 25501. Oklahoma City OK 731254931. or To correct entries: Drew a urge line Ihnsu9/1 Ana. Make coned may I, by Mater to: 6425 S DenNreg Ron 118, Pahang Cay OK 731694937 lalmiftrig span, de complies to form aHce. M application form we to ralectad s any entry Is cased by caTecacri taps or Peaty obscured, I (WE) CERTIFY, THE NAME(S) AND ADDRESSES FROM THE FM FILES FOR THE OWNER(S) OF THIS AIRCRAFT ARE CORRECT. OWNERSHIP TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: MEETS CMZENSHIP REQUIREMENTS OF 14 CFR 447.3, AIRCRAFT IS cEQg NI applicable tdock(s) below. laaPLEIT, cdTh MM. NOT REGISTERED UNDER THE LAWS Of ANY FOREIGN COUNTRY. this form with any fees to the: FM Aircraft Registry, PO Box 25504. Oklahoma City, OK. 731254504. Or by cosier IO: ❑ IUPDATE THE MAILING I PHYSICAL ADDRESS AS SHOWN BELOW. (WE) CERTIFY THE: NAME(S) SHOWN ABOVE FOR THE OMENS) OF 8125 S Donning Rm. 118. OkMwma City OK 731894937 THIS AIRCRAFT IS CORRECT, OWNERSHIP MEETS THE CMZENSHIP ❑ CANCELLATION OF REGISTRATION IS REQUESTED. REQUIREMENTS OF 14 CFR 447.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. O THE AIRCRAFT WAS SOLD TO: (Snow purchases name. and address.) NEW MAILING ADDRESS El THE AIRCRAFT IS DESTROYED OR SCRAPPED. NEW PHYSICAL ADDRESS: complete if ;tyska address has changed, or El THE AIRCRAFT WAS EXPORTED TO: ese new mailing address w a PO Box a Mel Drop. COWER. Specify El PLEASE RESERVE N-NUMBER WINE OWNER'S NAME AND ADDRESS. The 510 raservation fee Is 'mimed. MOOED NAME OF SIGNER (requInd Mid) TITLE ftwobatt Weft DATE Mark Gunsauls Member 1/2/2019 SIGNATURE ER 2 PRWTED NAM OF SIGNER TITLE DATE UN paps 2 for SOWN, scram- 1900809045157 AC Ran 8050-1B (10/18) 55.00 01/03/2019 SDNY_GM_02756584 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243506 EFTA01328622  VIAJOHtil>10 A110 tifJOHV1)10 01 JI NV 8- NVf 6111 88 NOLLVSIS1038 12V VV3 HI18M381V 0311i SDNY_GM_02756585 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243507 EFTA01328623  DOCUMENT LEVEL ANNOTATIONS FFR APP DOC ID 7735 10/30/18 183030859124 $5 10/30/18 SDNY_GM_02756586 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243508 EFTA01328624  SONY_GM_02756587 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243509 EFTA01328625  4ECORDED CONVEYANCE. FILED IN: U.S. DEPARTMENT OF TRANSPORTATION NNUM: 405PJ FI[DIR.V. AVIATION ADMINISTRATION SERIAL NOM: 5337S MFR: BELL CROSS-REFERENCE-RECORDATION MODEL: 407 AIR CARRIER: This form is to be used in cases where a conveyance covets 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 LOAN AND SECURITY AGREEMENT APRIL 7, 2016 FROM DOCUMENT NO. HELIBRO LLC SY000344 TOOR ASSIGNED TO DATE RECORDED 15r SOURCE BANK JUN 03, 2016 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: I total Props: Total Spare Parts: N405PJ ROLLS 250-C47B CAE-847407 AFS-750-21R (08109) SDNY_GM_02756588 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243510 EFTA01328626  SDNY_GM_02756589 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243511 EFTA01328627  Malt kyyklo 0441 a840) a a LOAN AND SECURITY AGREEMENT 0 0 Document Date: (1Qn1 2016 3 Customer (Exact Lepl Nanat):/learo. [SC Addren: 903 Langley Way 0 aty/Staterfip Code Red Bluff, CA 96080 a Phone (530)527-5059 Fax: Email: 1. 1st Source Bank ("Bank") has agreed to lend money to the individual a entity identified above as the "Customer", and may agree to lend 0 additional money to Customer from limeantime. The principal amount. the interest rate, payment amount, payment due dates, the maturity date and other particulars for each leen shall be set forth in a promissory note, addendum, schedule or other separate document containing 0 such terms (each a "Nora"} Customer will make payments whoa due and payable without offset, defense or counterclaim. All payments will be given tentative credit when received by Bank in Indiana and posted to Customer's account in accordance with standard Bank practices. subject to final collation. MI final payments shall be made in immediately available collated funds unless Bank agrees otherwise. MI payments shall be applied first to interest, then to principal 'micas otherwise provided in this Agreement. Interest shall accrue based on a 360- O day year and the days actually elapsed. 2. To secure repayment of the loans and performance of the other obligations of Customer under this Agreement. and also to secure all other monetary and non-monetary obliguian of Customer to Bank under any other agreement, whether absolute a contingent, dima or indirect, en y now existing a hereafter arising, Customer grants to Bank a continuing security interest in the "Collateral" as defined in the following sentence. 'Collateral" means the aggregate of (a) the property described in any addendum. schedule or other separate document that. by its tams, is made a part of this Agreement; plus (b) any other assets of Customer in which Customer has granted Bank a security interest under any other existing or future agreement whether or not related to this Agreement. If the property included in Collateral is equipment (whether or not held as inventory)("Equipment"). then Collateral also includes (i) all logs, records and manuals relating to the Equipment. (Blatt present and future attachments, accessories parts, repairs, additions, accessions, substitutions, exchanges and replacements identified with or relating to the Equipment; (iii) all present and future rights of Customer relating to the physical condition of the Equipment, including under any warranties, service or maintenance agreements, storage agreements or insurance policies; (iv) all present or kat rights of Customer in connection with the use and/or operation of the Equipment by any third party under any lease. rental agreement or license; and (v) proceeds of the Equipment and any of(i) through (iv). 181091446271 3. Customer represents and warrants that: $10.00 04/18/2016 (a) Customer is a limited liability company organired and in good standing under the laws of California, and in good standing in all jurisdictions where qualification is necessary, (b) if applicable, the execution and delivery hereof, and all oiler agreements or writings by and between Customer and Bank have been duly authorized by appropriate action of Customer's governing body; (c) Customer is the absolute owner of the Collateral and has full power and authority to grant a security interest in the Collateral to Bank; (d) the Collateral is free and clear from all liens, encumbrances, security interests, or other claims other than the security interest of Bank; (e) none of the tarns of this Agreement a any other agreements between Customer and Bank are in violation of any agreements Customer may have with any third party. (Q all financial statements credit applications, and other information Customer has provided to Bank arc truthful and accurate, and all financial statements and other information Customer delivers a provides to Bank in the future also will be truthful and accurate; (g) since the date of the mod recent financial statements delivered to Bank, there has been no material adverse change in Customer's financial condition or prospects; (h) Customer understands and acknowledges that Bank is neither the manufactura nor distributor of the Equipment and has no knowledge of or familiarity with it. Castanet will to accepting the Equipment "as is" and Bank has not made, and will not make, any representation or warranty, express or implied, as to the value. condition, quality. material, worknamship, design, capacity, merchantability, durability. fitness or suitability of the Equipment for any use or purpose. or any other representation or warranty whatsoever, express or implied: and (i) Customer acknowledges that by requiring insurance herein (or in the insurance letter) as provided below, Bank dots not represent that coverage and limits will nocasarily be adequate to protect Cunomer and such coverage and limits shall not be deemed as a limitation on Customer's liability under Customer's indemnities otherwise set forth in this Agreement. 4 Customer will, at its own cost and expense as applicable: (a) deliver to Bank from 0=40-0= its financial statements, in the same form and type as submitted with Customer's loan request. Customer will deliver its full-)ear annual financial statements each year as soon as available, but in any event not later than one hundred twenty (120) days after the close of each of its fiscal years, together with the opinion or other report of the accountant(s) (if any) retained to lean end semen ro wan 91041013 Pape t oi SDNY_Glvl02756590 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243512 EFTA01328628  A/ 70 11")4° rid/OV(7NT SS •u 81 8d9 smi Govavv8isitos) aft (13;11"' SDNY_GM_02756591 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243513 EFTA01328629  compile, review or audit the financial statements Bank may specify a different form, type a frequency in any addendum, schedule a other separate document that, by its terms, is made a part hereof. or as Bank may reasonably request in any written notice delivered by Bank to Customer; (b) promptly deliver to Bank such other information and documents regarding the loans, the Collateral, and the business affairs, operations. financial condition or other propaties of Customer as Bank may reasonably request (torn timerotirne; (c) at all times insure the Collateral with companies acceptable to Bank against loss. collision, theft, vandalism, a other physical damage, liability and other risks aid bawds, as Bank reasonably requires, giving due consideration to the kinds of coverage that owners of the property-type(s) included in the Collateral commonly obtain, for an amount(%) not less than the amount(s) set forth in any "bisurance Inter" delivered by Bank to Customer or Ontomer's insurance agent in connection with any of the Collateral, under policy(ies) of insurance that include a standard long form, loss payable endorsement in favor of Bank. "breach of warranty- or similar coverage against any acts, omissions a neglect by Customer a any other party (other than Bank) that otherwise would negate coverage under such policy(ies), and the insurer's agreement to give written notice to Bank thirty (30) days (a such lesser period as Bank may reasonably accept) before cancellation of a any material change to any such policy(ics) becomes effective as to Bank, whether such cancellation a change is at the request a direction of Custoner or the insurer, provided however, that Bank may from time-to-time, upon written notice toCustorna, modify a add other insurance requirements so that the scope and amount of coverage required hereunder is consistent with best industry practice and the reasonable conunacial interests of Bank; and will deliver to Bank certificates of insurance or other evidence reasonably satisfactory to Bank of compliance with the foregoing insurance requirements; (d) keep the Collateral safe and secure in good order, repair, operating condition and appearance, use and operate the Collateral with care and only with qualified personnel in the onfinny course of Customer's business and in conformity with all laws and regulations, keep accurate and complete records concerning the Collateral, and maintain and use the Collateral within the United States unless Customer obtains the Bank's prior written consent to move the Collateral; (c) pay when due any tax, assessment, levy a charge on or against the Collateral by any governmental atehority or other third party, and not suffer a permit, and promptly remove a cause to be removed, any lien, encumbrance, claim, security interest. mechanic's lien, levy. attachment or other interest of any individual a entity other than Bank upon or against the Collateral, except for any of the foregoing that Customer is contesting in good faith; (I) permit Bank at all tines eluting business hours, to inspect all or any portion of the Collateral. wherever located, and to inspect, audit. check, and make copies of or extracts from, Customer's books, records. correspondence and other data relating to Customer's financial condition a the Collateral; (g) do all such acts and execute all instruments, financing statements a other documents as reasonably requested by Bank for the purpose of hilly carrying out and effectuating this Agreement and its intent or which Bank reasonably deems necessary to protect the Collateral or perfect the security interests granted herein; (h) not mortgage, sell, lease, transfer, set over. abandon, assign, grant a security interest in, permit its identity to be last, a otherwise dispose of Collateral a any interest therein a any pan thereof, except as may be provided in any applicable addendum, schedule or other separate document that, by its terms, is made pan of this Agreement; and (i) advise Bank within thirty (30) days of any change of Customer's name, location of principal office or residence a form of business entity. 5. tither monetary obligations of Customer hereon/kr include the following: (a) If Customer is ten (10) days late in making a payment, then Customer shall pay a delinquency charge equal to five percent (5%) of the amount of the late payment (both principal and interest), and Bank shall assess such delinquency charge on the tenth ( I 00) calendar day after the payment due date. After a default as defined below has continued for 30 days and as long as the default continues Bank may by notice of default charge interest at the rate set forth in the applicable Note plus three percent (3%) per annum (the "Default Rate"). If impeded, the Default Raw shall apply retroactively to the date the default began. (b) Customer also shall pay to Bank, a if requested by Bank, directly to the applicable vendor or other third party, any fees, costs, expenses, penalties or interest incurred by Bank in connection with this Agreement, any Note or any of the Collatend, including without limitation, fees, costs or expense of: (i) filing, registering or recording this Agreement aid Bank's interests under this Agreement, or any UCC financing, continuation a termination statement or si mita official filings or registrations. 00 any transferor sterna taxes, (iii) inspection, appraisal or monitoring of the Collateral as Bank may conduct fa itself or obtain from a third party in its discretion. (iv) exercising its rights herein a under applicable law to protect its interest in the Collateral by performing obligations of Customer in the event Customer fails to timely perform same, (v) taking possession of, holding, preparing for sale a other disposition and selling or otherwise disposing of the Collateral. and (vi) all attorneys' and other professionals retained by Bank in connection with any of the foregoing, or any exercise of other remedies upon occurrence of a default, whether such fees, casts a expenses are incurred before a after commencement of any bankruptcy case or other insolvency proceedingg. All of the foregoing fees, coals a expenses thus incurred a expended by Bank, and any other monies paid by Bank to collect Customer's obligations under any Note a protect its interests in the Collateral shall, at Bank's option. for each instance of fees, cast or expense so incurred cr paid by Bank, either be added to the balance of the applicable Note or if more than one Note then pro-rated among the Notes. and be subject to all of the provisions of this Agreement, or be paid immediately by COMMIXr upon demand by Bank. with interest accruing on the amount so demanded at the Default Rate. (c) Customer will at all times be liable to and indanrify and hold Bank harmless from and against any and all clainvo and liabilities on account of death, bodily injury a property damage occasioned by the use a ownership of Collateral. 6. Customer will be in default if any one a more of the following events takes place: • LOOM and Security Apeernerd co-ID-2013 Page 2 05 SONY_GIvl_02756592 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243514 EFTA01328630  SDNY_GM_02756593 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002435I5 EFTA01328631  (a) Customer fails to make any payment when due under (i) this Agreement, (ii) any Note, (iii) any addendum. schedule or other separate document delivered by Customer or Bank that relates to this Agreement, or (iv) under any other agreement between Customer and Bank; (b) Customer fails to make payment when due or otherwise fails to perform under any agreement for borrowed money, or any obligation of Customer for borrowed money is &elated due and payable before its original maturity date; (c) Customer or any guarantor fails to Falcone any obligation under this Agreement or any Note, any addendum, schedule or other separate document that, by its terms. is made a part hereof, any guaranty, or under any oche: agreement between Customer and Bank. provided. however. that, to the extent any such obligation, other than a payment or insurance obligation, can sell be performed, such failure continues for more than ten (10) business days after delivery by Bank of a written demand to perform; (d) any representation or warranty made by Customer in this Agreement is false in any material respect when made, or subsequently becomes no longer true (except for representations and warranties that become untrue solely due to the passage aline); (e) Customer, or any guarantor of Customer's obligations to Bank, dies, dissolves, merges with another entity, suspends or terminates his/ha/its usual business, is unable to pay histhafits debts as they become due, makes an assignment for the benefit of creditors, applies to any court for the appoinunent of a trustee or a receiver of all or a substantial pan of his/hafits assets or commences any proceeding under any bankruptcy, receivership insolvency. dissolution or liquidation law of any jurisdiction. or any other individurd or entity commences such proceedings against Castanet or any such guarantor and Customer or such guarantor acquiescence thereto, or denies liability to Bank or seeks to terminate any agreement with Bank; (f) Bank. in good faith. believes that the prospect of payment and performance hereunder has substantially diminished or that there is a material adverse change in the financial condition or operations of Customer or any guarantor. or (g) Customer's principals as of the inception of this Agreement no longer control er operate the business of Customer. 7. Upon the occurrence of any of the foregoing events of default and at any time thereafter that any event of default is continuing, Bank may do any or all of the following. cumulatively: (i) declare all or any part of the remaining unpaid indebtedness of Customer to Bank to be immediately due and payable, together with all unpaid interest and any other accrued and unpaid monetary obligations of Customer hereunder; (ii) exercise all rights and remedies provided in this Agreement, under the Uniform Commercial Code as in effect in all pertinent jurisdictions and under any other applicable law, treaty or convention, including without limitation the right (a) to immediate possession of all or a portion of the Collateral, (b) to require Customer to assemble the Collateral and deliver it to Bank at a place designated by Bank that is reasonably convenient to both parties, (c) m enter upon any premises on which Collateral or any portion thereof may be located and take possession of same, al any time or times, with or without demanding delivery, with or without judicial process, and with or without the assistance of others, (d) to dispose of Collateral on any premises, including those of Customer. (e) to setoff any property oltustomer in the possession or control of Bank. and (I) in Bank's sole discretionc to undertake payment or other performance of any obligation of Customer hereunder that Customer has failed to perform. In connection with any sale or other disposition of the Collateral by Bank, the requirements of reasonable notice shall be met if such notice is given to Customer and any guarantors at least ten (10) days before the date of any public or private sale or other disposition of Collateral is to be made. Customer's obligation to repay each Note and all other obligation of Customer hereunder are independent of the obligation of any other individual or entity that has signed this Agreement or other documents as a Customer or a guarantor ("Signet(s)'). It is not necessary for Bank to exercise its rights and remedies in respect of the Collateral before collecting from a Signer. Bank may extend the time for payment of any installment, reduce the sire of monthly payments, release Collateral, release one or nacre Signers from their obligations, waive any right Bank might have against any Signer, extend, renew or agree to alter this Agreement, all without releasing other Signers from their obligations under this Agreement or any guaranty agreement Any delay by Bank in exercising any rights or remedies hereunder or under any other instrument executed and delivered by Customer to Bank in connection herewith shall not operate as a waiver thereof and no single or partial exercise of any right or remedy shall preclude other or further exercise thereof, or the exercise of any other right or remedy. Bank's acceptance of late or partial payments, or waiver of any default, shall not establish a custom or course of conduct and the waiver by Bank of any default shall not constitute a waiver of any subsequent defaults, but shall be =Meted to the default so waived. 8. If any part of this Agreement is determined to be contrary to any law or otherwise defective, then the other provisions of this Agreement shall not be affected thereby, but shall continue in full force and effect. If the effective interest rate, late charges, fees or expenses in connection with any indebtedness hereunder exceeds the maximum lawful amount, that the amount of such item shall be reduced to the maximum lawful amount, and the amount of any excess amount shall be applied to principal, and returned to Customer to the extent the indebtedness has been or is thereby paid in full. This application or refund process shall be Customer's sole remedy for excessive charges. 9. No transfer, renewal, extension or assignment of any loan or Note or this Agreement or any interest hereunder or thereunder, or loss, damage, or destruction of Collateral shall release Customer from Customer's obligations hereunder. Customer hereby waives presentment demand. protest, notice of protest, notice of non-payment or dishonor, notice of sale of Collateral or any part thereof and all benefit of valuation, appraisement, and all exemption laws now in force or hereafter passed, including stay of execution and condemnation. to. This Agreement( which includes each Note and all addenda, schedules or other separate documents tai, by their tams, are made a pan hereof) evrestimes the entire agreement between Customer and Bank. Bank may by written notice to Customer Cana any error or complete any blank space necessary to cause this Agreement to be accurate and effective. Except to the oxtail provided otherwise herein. this Agreement can be modified or amended only by a written document signed by both Customer and Bank. Customer hereby authorizes and ratifies any prior filing of a financing statement by Bank, and appoints Bank as its attorney-in-fact to affix Customer's signature to any form relating to the Collateral and to any Uniform Commercial Code fi nancing statement(s), to take any other action Bank deems necessary to perfect and maintain perfection of the security interests provided herein or as may be required hereby and to do all other acts and things necessary to awry out the intent of this Agreement. Customer further appoints Bank as Customer's ationterin-fact for Customer and in its name, place and stead Lori and Sea, rareentene 9-10-2013 Oar 30 S SDNY_GM_02756594 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243516 EFTA01328632  SDNY_GM_02756595 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243517 EFTA01328633  (i) if any of the Collateral is covered by a certificate of title, for the sole and limited purpose A endorsing in its behalf any neomary forms required to apply for a transfer title andfir indicate Bank's security interest on the certificate of title as contemplated under this Agreement, (ii) to endorse the name of Customer to intuments and documents fa purposes of collation a expedition. (iii) in obtaining payment, adjusting, canceling or settling any daims upon a under any insurance policiescoveting the Collateral, and hereby authorizes Bank to endorse the name of Customer on any checks, drafts a other instruments received a given in payment a liquidation of any claim under any such insurance policy, and (iv) to perform each and every act Bank deems necessary in connection with this power of attorney. Customer further authorizes Bank t0CJICCUIC a power-ofunaney fain in Customer's name if and tothe extent necessny or convenient toconfirm the foregoing grant of authority. The foregoing powers of attorney we coupled with interests in the underlying subject matter and are therefore irrevocable. Bank may assign this Agreement at any time. Customer may nor assign its rights a delegate its duties under this Agreement without the express prig written consent of Bank. I. With respect to any disputes between the parties, any proceeding by Bank against Customer may be brought by Bank in a coon of competent jurisdiction located in the County of St. Joseph, State of Indiana (which court shall have jurisdiction to hear such matters) and Customer hereby irrevocably consents and submits itself to jurisdiction in any such court. Customer consents to service of process by first-class mail a messenger directed to Customer at Customer's address set forth above. Nothing herein affects a limits the rights of Bank to serve legal access in any other manna permitted by law or the rights of Bank to bring any action a proceeding against Customer a its property in courts of any other jurisdiction. Customer waives any bond a study or security upon such bond or study that might, but for this waiver, be required of Bank. Due to the complexity, high cast and time involved in commercial litigation before a jury, Customer and Bank each knowingly, voluntarily. irrevocably, and after the opportunity to consult with respective counsel. Without coercion, waives any and all rights to trial by jury of any disputes between them and further waives any right to consolidate, by counterclaim or otherwise, any action a proceeding concerning any dispute between them with any other action a proceeding in which that is a trial by jury a in which a jury trial cannot be a has not been waived. Nothing herein shall affect Bank's right before, during or after commencing proceedings for court afforcement of its rights hereunder to exercise selfhelp remedies, such as repossession or setoff under the Uniform Commercial Code or other applicable law, convention or treaty, including Bank's right to bring an action in any court of competent jurisdiction for the purpose of enforcing any self help remedies. This Agreement. together with each Note and Bank's interests in the Collateral, shall be governed in all respects by the laws of the State of Indiana (without regard to conflict of law principles). 12. Any notice a other communication given under this Agreement mug be in writing and be delivered to the recipient pasty. Notices to Customer shall be delivered personally, sent via fax, or mailed (by regular first class mail, or certified a registered mail, a by recognized overnight courier). postage prepaid to Customer at its address or fax number shown at the beginning of this Agreement. Notices to Bank shall be delivered personally a mailed (by regular first class mail, a certified a registered mail, a by recognized overnight courier), postage prepaid to Bank's address for notices: P. O. Box 783. South Bend IN 46624 for mail, 100 North Michigan Stred. South Bend. IN 46601 for overnight courier, in either case to the attention of Credit Notice Desk. The panics may give notice to designate a different address for notices to the party. II. In addition to notices a other formal communications given under this Agreement. Customer authorizes Bank to send communications to it via fax or regular email nun time to rime. Although email generally is an efficient and effective means of communicating, it is not a secure means of communication. Customer acknowledges that there is risk of improper interception of sensitive, confidential a proprietary information when that information is transmitted via regular email. To mitigate such risk, Bank offers to encrypt information it sends to Customer via macro:Icommunicate such information by secure fax a overnight delivery. Because these more secure means of transmitting information are not as convenient as regular email, Customer prefers to accept those risks rather than pursue less convenient means of conununication. Accordingly, Custom (i) acknowledges its acceptance of the risks associated with regular moil traronission of confidential information. and (ii) releases Bank from any claim for losses a damages as a consequence of improper interception of confidential information while in route to or from Customer via regular email. 14. A fax or odva electronic reproduction of this page or any other Note, document, schedule, exhibit or attachment to this Agreement executed in connection with this Agreement with the signature Mather party to this Agreement