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: /WC /O7A-1-O-2 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 • MCCIEM.CHMOLEA Noisy Mk Commonage" of lassaduses My Commlielon Expire Apri24.2026 201151342542 15.00 04124/2020 CK020826 Conveyance Remorded May/26/2020 02:05 PM FAA 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
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION AECORDED CONVEYANCE FILED IN: ''NUM: 727KB SERIAL NUM: RK-260 MFR: RAYTHEON AIRCRAFT COMPANY 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 AIRCRAFT SECURITY AGREEMENT DATE EXECUTED SEPTEMBER 10, 2019 FROM PUMPJACK AVIATION LLC DOCUMENT NO. CF010193 TO OR ASSIGNED TO FLATIRONS BANK DATE RECORDED 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
CERTIFIED COPY TO BE RECORDED BY FM 0 DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION FAA AIRCRAFT REGISTRY P.O. Box 25504 la Oklahoma City. Oklahoma 73125 AIRCRAFT SECURITY AGREEMENT NAME & ADDRESS OF DEBTOR/BORROWER: PUMPJACK AVIATION LLC 1511 W 60TH ST CASPER, WY 82601.6203 NAME & ADDRESS OF SECURED PARTY/ASSIGNEE/LENDER: Flatirons Bank 1095 Canyon Bind Suits 100 Boulder, CO 80302 NAME OF SECURED PARTY'S ASSIGNOR/GRANTOR: PUMPJACK AVIATION LLC 1511 W 60TH ST 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 Section (G) All Associated Rights (as defined in the Cape Town Convention). 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 of the property described in this Carteret 192541455102 $15 Chi 0911/2019 SDNY_GM_02758414 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 0 S 0 S a a a 2 S O O O 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, 801 12 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 1.1-znar will pay viten due all taxes. assessments and liens upon the Colt/none, its use or operation, upon 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 part of the Collateral, with the power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Creamed exceeds the indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Receiver may be appointed by a court of competent jurisdiction upon ex pane appiCaliOn end withOut notice. notice bang expressly waived. Obtain Deficiency. If Lender chooses to sell any or all of the Collateral. Lander may obtain • ludgrnent against Grantor for any deficiency remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided In this Agreement. Other Rights end Remedies. Lender shall have all the nghts and remedies of a Seated creditor under the provisions of the Undorrn Commercial Code, as may be amended from time to time, and the Cape Town Convention, Including Articles 8. 9, 10 end 13 of the Convention. Lender may *senses any right under the IDERA, including de-registering the Aircraft end Grantor acknOwlegglar and agrees that, notwithstanding such deavighltrattOn and any subsequent moregistration. Grantor shall be liable for all amounts due hereunder and under the Note and Related Documents. In addition. Lender shall have end may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise. Election of Remedies. Except as may be prohibited by applicable law, el of Lender's nghts and remedies, whether evidenced by sits Agreement, the Rote= List:Alarito. Cr by any Wei writing. shall be cumu alive and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shell not exclude pursuit of any other remedy, end en election to make expenditures or to take action to perform en obligation of Grantor under this Agreement, after Grantor's failure to perform, that not effect Lender's nght to declare a default and exercise its ramedist INDEMNIFICATION Of UNDER. Grantor agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suite, obligations. damages, losses, costs and expenses (inducting. without limitation, Lender's attorneys' fees), demands. liabilities, penalties, fines and forfeitures of any nature whatsoever that may be essened against or incurred by Lender. its Officers, directors, employees, and agents arising out of, relating to. Or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lordsr under this. The foregoing indemnity provisions shall survive the CenCelabOn Of MIS Agreement as to all matters aniline Or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder MISCELLANEOUS PROVISIONS. The following miscellaneous provisions &reaped of true Agreement: Amendments. This Agreement. together with any Related Documents, Constitutes the entire understanding end agreement of the parties as to the manors set forth in this Aoreamant, No alteration of or amendment to this Agreement shall be effective unless gran in writing SDNY_GM_02758422 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245344 EFTA01329807
SDNY_GM_02758423 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245345 EFTA01329808
AIRCRAFT SECURITY AGREEMENT Loan No: 19001654 (Continued) Page 6 and signed by the party or pantos sovght to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of Lender's reasonable costs and expenses. including Lenders attorneys' fees and Lender's legal expenses. recurred In connection with the enforcement of this Agreement Lender may hire or pay someone eke to help enforce this Agreement, and Grantor sham pay the reasonable costs and expenses of such enforcement. Costs and expenses include Lenders attorneys' fees end legal expenses whether or not there is • lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (Including efforts In modify or vacate any summate stay Or trivia:an). appeals, and any anticipated post-Judgment collection services. Grantor also shall pay all court costs end such additional fees as may be directed by the court. Caption Headings. Caption headings in tins agreement we for convenience purposes only and are not to ba used to interpret or define the provisions of this Agreement. Governing Lew. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Colorado without regard to Its conflicts of law provisions. This Agreement has been accepted by Lender In the State of Colorado. Choice of Venue. If there is a lawsuit. Grantor agrees upon Lender's request to submit to the Jurisdiction of the courts of Boulder County. Slate of Colorado. Notices. Any notice required to be given under this Agreement shall be given In writing, and shall be effective when actually delivered. when actually received by telefacsinwe (unless otherwise required by law), when deposited with a nationally recognized overnight courier. or, if mailed, Wien deposited in the United States mail, as fest class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the Other parses, specifying that the purpose of the notice is to change the party's address For notice purposes. Grantor agrees to keep Lender informed at all times of Grantors current address Unless otherwise provided or required by law, if there n more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to ell Grantors. SeveribIlity. If is court of competent Jurisdiction finds any provision of this Agreement to be Segal, invalid. or unenforceable as to any circumstance, that finding shall not make the offending provision mega. invalid. or unenforceable as to any other Circumstance. If feasible. the offending provision shall be considered malted so that It became legal. void end enforceable. If Me offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the Illegality, invalidity, or unenforceabilily of any OrinnsiOn of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement Suctamers and Assigns. Subject to any limitations stated In this Agreement on transfer of Grantor's interest. this Agreement shall be binding upon end inure to the benefit of the parties. their successors and assigns. If ownership of the Collateral becomes vested in a pencil other than Grantor. Lender. without notice to Grantor. may deal with Grantor's successors with reference to this Agreement end the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations or this Agreement a liability under the Indebtedness Survival of Representations and Warranties. An representations. warranties. and agreements made by Grantor In this Agreement *hal survive the execution and delivery of this Agreement. WWI be continuing in nature. and shall remain in full force and effect until such time as Grantor's Indebtedness Mali be paid in full. No Waiver by Lender. Lender shall not be deemed to have wanted any rights under this Agreement unless such waiver is given in writing and signed by Lender No delay or omission on the part of Lander In exercising any right shall operate as a waiver of Stith right Or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lenders right otherwise to demand suit compliance with that provision or any other provision of this Agreement. No prior waver by Lender, not any course of dealing between Lender and Grantor, shall constitute a waver of any of Lender's rights or of any of Grentcrs obligatIont as to any future transactions Wneneve• the consent of Lender is required under this Agreement, the granting of such consent by Lender in sny instance snail not constitute continuing consent to subsequent instances where such consent is required and in a cases such consent may be granted or withheld in the sole discretion of Lander. Waive Jury. All parties to this Agreement hereby walw the right to sny jury trial in any action, proceedkifs. or counterclaim brought by any party against any other parry. DEFINITIONS. The following caaallzed words and terms shall have the f011Owing meanings when used in this Agreement. Unless specifically stated to the contrary. all references to doper amounts shall mean amounts in lawful money of the United Stales of America. Words and terms used In the singular shell include the plural, and the plural shall include the angular, as the context may require. Words and terms not otherwise defined in this Agreement shaft have the meanings attributed to Such terms in the United States Code and Regulations thereunder dealing with or involving Aircraft, commercial instruments natal/fig to such Aircraft, and in the Uniform Commercial Code: Agreement. The word 'Agreement" means this Aircraft Security Agreement, as this Aircraft Security Agreement may be emended or modified from time to time together with all exhibits and schedules attached to this Aircraft Security Agreement from time to time. Aircraft Protocol. The words 'Aircraft Protocol' mean the official English language text of the PrOtOCOl to the Convention on International Interests In weds Equipment on Matters Settee to Aircraft Equipment adopted on Nov/inborn& 2001. Appticabie Laws. The words 'Applicable Laws' mean all applicable laws. rules and regulations of the United States, including without limitaton the Cape Town Convention and the Geneva Convention, and states, territories end political SobernStOnn thereof. of sny foreign government or agency thereof, and of any other govemmentW body. Borrower. The word 'Borrower means PUMPJACK AVIATION LLC and includes all citheigners end co-makers signing the Note and al their successors and **signs. Cape Town Convention. The words 'Cape Town Convention' mean, collectively. the Aircraft Protocol and the Convention. In each case. as ratified end in effect in any applicable Jurisdiction (including any modifications to the official English language text as • result of such ratification). Collateral. The word tollaterar means all of Grantor's right, title and interest in and to al: the Collateral as described In the Collateral Description section of this Agreement. Convention. The word 'Convention means the official English language text of the Convention On International Interests in Mobile Equipment, adopted on November 16, 2001. Default. The word 'Default' means the Default set forth in this Agreement in the section titled 'Default'. Encumbrance. The word 'Encumbrance' means any and all present!), existing or future mortgages. hens. privileges and other contractual and statutory security interests end rights, of every nature and kind. whether in admiralty, et law. or in equity, that now end/or in the future SDNY_G?,4_02 758424 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFI'A_00245346 EFTA01329809
SDNY_GM_02758425 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245347 EFTA01329810
AIRCRAFT SECURITY AGREEMENT Loan No: 19001654 (Continued) Page 7 may effect the Collateral or any part or parts thereof Event of Default The words "Event of Default' mean any of the events of default set forth in this Agreement in the default section of this Agreement. FAA. The word 'FAA' moan the United States Federal Aviation Administration, or any successor or repacement administration or governmental agency having the same or senile, authority and responsibilities. Geneva Convention. The words *Geneve Convention' mean the Convention on the International Recogniton of Rights eit Aircraft made at Geneva. Switzerland on June 19. 1948. ("Booby. September 17. 1953). together with tho necessary enacting rules and regulations promulgated by any particular signatory country. Grantor. Tne word "Grantor means PUMPJACK AVIATION LLC, Guarantor. The word *Guarantor means any guarantor. surety. Or accommodation Deny of any or all of the Indebtedness Guaranty. The word -Guaranty means the guaranty from Guarantor to Lender, inducting without animation a guaranty of as or pan of the Nolo. IDERA. The word *IDERA' means en Irrevocable De-Registration and Export Request Authonzeuon. which Is attached to this Agreement indebtedness. The word -Indebtedness* means the indebtedness evidenced by the Note or Rotated Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Grantor is respord.ble under the Agreement or under any of the Related Documents. International Interest. The words "International Interest" mean an 'international interest' as defined In the Cape Town Convention. International Registry. The words "International Registry mean the 'International Registry" as defined in the Ceps Town Convention. Lender. The word 'Lender matins Flatiron Bank. its successors end assigns Note. The word 'Note' means the Note dated September 10, 2019 and executed by PUMPJACK AVIATION LIC in the principal amount of 51.755.000.00, together with all renewals of, extensions of, modifications of. refinancings of. consolidations of. and substitutions for the note or credit agreement. Registry Procedures The untrths "Registry Prot:cc:urge mean the offis/ei Engelah :seguede text of the international Registry Procedures issued by the Supervisory Authority (as defined lit the Convention) pursuant to the Aircraft Protocol. Related Documents. The words 'Related Documents' mean all promisor/ notes, credit agreements, wan agreements. environmental agreements, guaranties. security agreements, mortgages, 06609 of trust. security deeds. collateral mortgages, and all other instruments, ogroements and documents, *nether now or hereafter existing, executed in connection with the Indebtedness. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AIRCRAFT SECURITY AGREEMENT AND GRANTOR AGREES TO ITS TERMS. THIS AIRCRAFT SECURITY AGREEMENT IS DATED SEPTEMBER 10. 2019. GRANTOR' PUMPJACK AVIA By: MARTIN J OUR. Mawr AVIATION U. LENDER: FLATIRONS BANK BY: d Incl. Vice SDNY_GM_02758426 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00245348 EFTA01329811
SDNY_GM_02758427 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00245349 EFTA01329812
AIRCRAFT SECURITY AGREEMENT Loan No: 19001654 (Continued) Page 8 To: FM Aircraft Registry Oklahoma City, Oklahoma Re: Irrevocable DeRegistration and Export Request Authorization The undersigned is the registered owner of the RAYTHEON AIRCRAFT COMPANY 400A Diann(' manufacturers serial number RK-0260 and United Slates nationality and registration marks N727KIII (together with as instilled. Incorporated or attached accessories, parts end equipment. the "Aircraft- ). This instrument is en irrevocable de-registration and export request authonzation issued by the undersigned in favor of Flatirons Bank (tho 'Authorized Party') under the authority of Article 25 of the Convention on International interests in Mobile Equipment and the Protocol thereto on Matters Spaofic to Aircraft Equipment. In accordance with that Article. the undersigned hereby requests. (i) Recognition that the Authorized Party or the person it certifies as Its designee Is the sole person entitled try (a) Procure the de-registration of the Aircraft from the united Slates Civil Aircraft Register maintained by the Federal Aviation Administration for the purposes of Chapter M of the Convention on International OW Aviation, signed at Chicago. on 7 December 1944: end (b) Procure the export and physical transfer of the Aircraft from the un:ted States: and Ccedimmtion that the Authorized Party or the person it certifies es Its designee may take the action 'periled in clause (i) above on written demand without the consent of the undersigned and that, upon such demand. the authonties in the United Stales Shall cc-operate with the Authorized Party with a view to the speedy completion of such action. The rights in favor of the Authorized Reny 'stashed by this instrument may not be revoked by the undersigned without the written consent of the Authorized Party. Please eCknovelsidgil year agreement to this request and Its terms by appropriate notation In the epece provided below and (ding this instrument in the FM Aircraft Registry. OWNERS: PUMPJACK AVIATION. TIN J AVIATION LL Agra* 0 to ►nd Rag this (date) FAA Aircraft Registry imager of PUMPJACK By: (signature) SDNY_GM_02 758428 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00245350 EFTA01329813
Ail3 1,.'d 1 I d3S 6161 88 NOLL, Vtri SDNY_GM_02758429 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024535I EFTA01329814
DOCUMENT LEVEL ANNOTATIONS ORIG# 2137 RETD TO MT SDNY_GM_02758430 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245352 EFTA01329815
SDNY_GM_02758431 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245353 EFTA01329816
DocuSign Envelope ID F2866EFS-220E-4197-A3034505973C09B0 UNITED STATES OF AMERICA - DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION- MIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION FILING COPY UNTEO STATES NUMBER N727KB 0 I Indus REG6TATP3" Ty."( or 2 Paimagyp REGiSTFLATiON 0 3 Capoielon 0 4 Co-Oni IComii ono Ws I DS Ceta.tetemia 0 7 1~04 04t...buy Caw" (t I. CI CI a NoniGozon Coisionort 0 9 NoNOMan Corporal*, COCAW41 AIRCRAFT MANUFACTURER Raytheon Aircraft Company model 400A ANO MODEL me-court SERIAL RK-260 NUTABER MMAETS) Of APPLICANT'S] psoNs) Room ort mMenc• of ooReNNO F knt.ial. smo 4., . 0,0 n't, ne.100,4 "scat I Pumpjack Aviation LLC TREPNONE NJIMER ( 303)662 - 1845 sea.ING NumeER MAIM cm, WORMS Mparaionl nebe sees W ea swan an ern I m o nal. 1511 West 60th Street ROUTE PO •OX ZIP. Casper WY 82801 mascot. NUMBER CESCRIPMCN L °CATION CITY AOORESS&OCAlgN EF P 0 SOX OR AURAL ACUTE SOX USW TOR IANtilf6 MORT 0 Niti STREET. Of STATE To 0 CHECK HERE IF YOU ARE gar REPORTING A CHANGE OF ADDRESS TYR III II) Di (4I I bent, testa Walken:in limort9V stein 3.521) Ctifirrangti CIATOY mu Po moo* or. oft is mind bY PR UNT0 P9•02 109499M PRO is etagaSSILASSALd) la • • man of Pr untad Roam To PTITNO by 49 USC 40101(153 CI b A nnsTioni Pr owl Moo ropotiobafi(f am, I-SSI I t. Oc A ron-olan corponFon swami and Roma bit e iF40 a. Meg To ems, AM pommy owe in ow Unilea Salm %Ras don Wil icon OT We) eV ad *w AN TRAMIA, toi rec•Ole3 el PIM* olioN•fle phyolsolINAITMOT El at A comaolon so • ogre WO TO quo* OW moo 0 Pao II bit c of 0 Move • ChKILIN1 I. fro bigic.efrot cantor* I op ouPonad. ty ••• mplont ant goon norga4ce on Oinailitt IV ally aree M I ,t2 prONO• IMP WM aulheantet The tn. an, n not wain, oneor ino iota el wry war CCunry. drd Mat lags •••••n1 of oast" ta Wachs, or ma Toon fii ad ono ih• F4C1Ind Anton Aelmnraral ANY AN0 ALL SIGNATORIES OF THIS APPLICATION MUST READ THE FOLLOWING A SIGNATURE TO 1MS DOCUMENT. THEY ARE SUBJECT TO THE REFERENCED omit Thal the ofmniflon wasted neonate in any seaward 13 te aPSCORn nit tromeitge and 63110 I undentend tat to Ham ben Novkleil by mend be Med XT altral reutoretto hatlegiand tot shOhlefnarry "FS Oho V* jimsdolon and Knob, laisfes, CPUS a Men up el sly pick %here cc dinte) a !Mang -ems a- wine/Mum a eery. may be toed up lo S25060) ottignsoned not rnae i tromped tat Peas Iniensonah POWS MY mown oe WI WderoMm loLINWOKI NOTE: 0 executed for co-ormershl . ellapplicants must . Use than 5504, 10 K. COW.. Monts PM 33 if nniall4•1 cm AND UNDERSTAND THAT BY APPLYING STATUTES AND ASSOCIATED PENALRES. 13 sage ngaslO•l OWL onmoi and Can HIM On by lbe FM a*1t in hobs. oetentinitta ot of any Owateem a swayed to UMW See. Wet at* erns WY MSC ^Wen% 0, traulukta t foe (Si worm OOB1 (IS US C. Sadao IMAM MT KEPT TITFTMIgnaY be maid Nnecessa next and add s) . 7 SiGNATURE: -AA. DATE- %O ICI TYPEDPMKTED per : W0110260000 Martin J. Moser Tint Manager 2 I $41,4ATURE DATE: I TYPECitPRiNTED NAVE- !TITLE: NOTE- beast Men ley most recent teanWaloon cd Me attract anctallis exalted a contekta 11 aa 4 73*/ Provides /ono nowt MT- ancran lobe operated to up to 90days satin If.. Wood Suites Mena copy dee signed awkatien lot as tegiSttatiCel Is earned in Its ontaii Mile weaning issuance and receipt of Me MS IftlIf alien Cetikale. AL Porn 8050-I 108/181 SDNY_GM_02758432 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245354 EFTA01329817
V61011V-1:10 A119 T:101-1'01;10 91i :Z lid 01 d3S 6101 89 I\101.Lii:IS1938 V2I0Ere 41113 SDNY_GM_02758433 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245355 EFTA01329818
DOCUMENT LEVEL ANNOTATIONS CY# 7850 RETD TO MT SDNY_GM_02758434 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245356 EFTA01329819
SDNY_GM_02758435 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245357 EFTA01329820
DocuSiOn Envelope ID. 9FFSM.942S4A-475843269-99969683ECTI3 O O O UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 & o.v.c., THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: ate UNITED STATES O Pso REGISTRATION NUMBER N 727KB AIRCRAFT MANUFACTURER & MODEL >t, Raytheon Aircraft Company model 400A** AIRCRAFT SERIAL NO. 4•—•. 1.74 RK-260 DOES THIS lb DAY OF Seaatei 1/4 2019 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT* UNTO: FORM APPROVED ONO NO. 21204042 00 Not PM. Pi OM MO FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL(S). GIVE LAST NAME. mar NAM! MID NICOLE INITIAL) Pumpjack Aviation LLC 1511 West 60t11 Street Casper, WY 82601 DEALER CERTIFICATE NUMBER AND TO ITS SUCCESSORS Mr"`"^^e, M'''PariniinS, AND ASSIGNS TO NAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF: F 1 HAVE MV HAND AND SEAL THIS 2011 SELLER NAME(S) OF SELLER (TYPED OR PRINTED) SIGNATURE(S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN) 'TITLE (TYPED OR PRINTED) XT Leasing Co., LLC De•olipsi,„ )6L.B.. f Li aim>, Manger SIMORMIC20411 Lance E. Lemieux ACKNOWLEDGMENT INOT REOUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THIS INSTRUMENT.) Aircraft as desenbed above shall also include two (2) Williams Intemauional Co LLC model F144-)AP aircraft enigma bearing manufacturer's serial numbers 252745 and 252746 (described on the International Registry Manufaawer's Lid as WILLIAMS INTERNATIONAL CO LLC model F/44-3 AP, serial numbers 252745 and 252746) •• (described on the International Registry Manufacturer's List as RAYTHEON AIRCRAFT COMPANY model 400A, saial number RK•260) 192531450341 $6137b4MIMMOMOTIFIL144."201181E2AMOMIDclacs $5 I.10 09/1W2019 I busby at* id I Ire owned this doemat with yeSgINEy woad dcawitai it a to wai (cast am And ctt €29 SONY_GM_02758436 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 O 0 0 co 0 a 0 Cm LA EFTA_00245358 EFTA01329821
V6701i 11;10 A113 V::!GIP:!1)10 9h I:d U I d3S 6101 SEI NO11',. .131:338 VVJ SDNY_GM_02758437 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245359 EFTA01329822
DOCUMENT LEVEL ANNOTATIONS ORIG# 7847 RETD TO MT SDNY_GM_02758438 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245360 EFTA01329823
SONY_GM_02758439 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245361 EFTA01329824
CERTIFIED COPY TO BE RECORDED BY FAA FAA RELEASE flY727KB) Minnesota Bank & Trust (successor by merger to Lease Finance Group, a division of Signature Bank) hereby: (i) releases from the terms of the Aircraft Security Agreement (described and defined on Exhibit A attached hereto) all of its right, title and interest in and to any and all collateral covered thereby, including but not limited to the Equipment (described and defined on Exhibit A); (ii) terminates the Aircraft Security Agreement and (iii) discharges the international interests and assignments thereof created by the Security Agreement. Dated this 1O day of Sepfemixe2019. [signature continues on next page] I hereby certify that I have compared this document with the original and kis at lad carol copy rot MIME FAA Rehm K SDNY_GM_02758440 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 fl 2 fl a co .4 O tl O O -n EFTA_00245362 EFTA01329825
VIICIfic1)10 A110 VY.10:1V1)10 ‘1°14 Sh 91 :l lid 01 d35 6101 as N011..!:LSi93Z1 vvJ (1; A' li SDNY_GM_02758441 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245363 EFTA01329826
The undersigned have executed this FAA Release (N727KB) on the date noted above. Minnesota Bank & Trust (sucessor by merger to Lease Finance Group, a division of Signature Bank) By:_—&--7407b& Name: _g.4Sczcw..s Title: Ifi4 e RC'S/Oen I‘ WI/KBPM MOW SDNY_GM_02758442 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245364 EFTA01329827
SDNY_GM_02758443 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245365 EFTA01329828
EXHIBIT A AIRCRAFT SECURITY AGREEEMNT Aircraft Security Agreement dated as of June 9, 2016 ("Aircraft Security Agreement"), between XT Leasing Co., LLC, as debtor, and Lease Finance Group, a division of Signature Bank, as lender; recorded by the Federal Aviation Administration ("FAA") on July 20, 2016, and assigned Conveyance Number TK005043. EQUIPMENT One (1) RAYTHEON AIRCRAFT COMPANY model 400A aircraft bearing manufacturer's serial number RK-260 and United States Registration Number N727KB (the "Aircraft") and two (2) WILLIAMS INTERNATIONAL CO LLC model FJ44-3AP aircraft engines bearing manufacturer's serial numbers 252745 and 252746 (collectively the "Equipment"). ?027K2 FAA Relaa SDNY_GM_02758444 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245366 EFTA01329829
All0 V1::01,1111';!0 -3s sijtql 911 l 41d 01 d3S Mt 11011 938 VUT,.:;'' VV3 -:31ld SONY_GM_02758445 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245367 EFTA01329830
DOCUMENT LEVEL ANNOTATIONS ORIG# 7845 RETD TO MT SEE REC CONV# TK005043 DOC ID# 0444 SDNY_GM_02758446 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245368 EFTA01329831
SDNY_GM_02758447 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245369 EFTA01329832
OftGENA- TO BE RETURNED TO Rfi&T FAA RELEASE iN727KB1 Minnesota Bank & Trust (successor by merger to Lease Finance Group, a division of Signature Bank) hereby: (i) releases from the terms of the Aircraft Security Agreement (described and defined on Exhibit A attached hereto) all of its right, title and interest in and to any and all collateral covered thereby, including but not limited to the Equipment (described and defined on Exhibit A); (ii) terminates the Aircraft Security Agreement and (iii) discharges the international interests and assignments thereof created by the Security Agreement. Dated this lb day of Stetrakt2019. [signature continues on next page] N721tal FAA Paler SDNY_GM_02758448 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 (IL Oe://O/laC) dD Paidaaoy EFTA 00245370 EFTA01329833
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The undersigned have executed this FAA Release (N727KB) on the date noted above. Minnesota Bank & Trust (sucessor by merger to Lease Finance Group, a division of Signature Bank) By:--flee6-74AtA. Name: Title: V i c A-51We" # NTII. F./AR...se SDNY_GM_02758450 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245372 EFTA01329835
SDNYGM_02758451 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00245373 EFTA01329836
EXHIBIT A AIRCRAFT SECURITY AGREEEMNT Aircraft Security Agreement dated as of June 9, 2016 ("Aircraft Security Agreement"), between XT Leasing Co., LLC, as debtor, and Lease Finance Group, a division of Signature Bank, as lender; recorded by the Federal Aviation Administration ("FAA") on July 20, 2016, and assigned Conveyance Number TK005043. EOUIPMENT One (1) RAYTHEON AIRCRAFT COMPANY model 400A aircraft bearing manufacturer's serial number RK-260 and United States Registration Number N727KB (the "Aircraft") and two (2) WILLIAMS INTERNATIONAL CO LLC model FJ44-3AP aircraft engines bearing manufacturer's serial numbers 252745 and 252746 (collectively the "Equipment"). tarKS FAA las SDNY_GM_02758452 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245374 EFTA01329837
V sy vib -59r:Z I!d 01 d3S 6161 1,101.1::. .!....;;1038 toifd SDNY_GM_02758453 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245375 EFTA01329838
OMB Ccetrol tzunthe 21200729 Expire 04130•17 Paperwork Reduction Act Stelement The infamallonitolkded on nos Iorin b necessary lo maintain aircraft repstabon. We eislimob mall will take appro.:matey 30 manures to complete Me lomn. Pease note that an agency may nor conduct or sponsor. abase-son is or omicron/ respond lo. a cdieffico or irronnation unless 4 displays a yard CeAB control minter Form Approved, OMB No. 2120-0729 -Comments damming Me accuracy of this tipvinn and suggeseons for maims the burden stud be detected lo the FM at 800 100000.1000Ce Avenue SW. Washington. DC 20591. ATTN: Inlonnatron Cotechan Cieaffirce 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 14 CFR. §§ 47.15(1). 47.40 and 47.41) AIRCRAFT REGISTRATION NUMBER N 727KB SERIAL NUMBER RK.260 MANUFACTURER RAYTHEON ARCRAFT COMPANY MODEL 400A DATE OF ISSUANCE 07/20/2016 DATE OF EXPIRATION 07/31/2022 TYPE OF REGISTRATION LLC ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE (Owner I) XI LEASING CO 'LC HELPFUL INFORMATION Review Aircraft Registration File Information for this aircraft at: hIlD:llreCliSIN. a.C/OkriairCrBibriCIU/FY. (Owner 2) Assistance may be obtained al our web page- httio;//regiStrv.f88.130WrenewregiStration We; Enter any addlional owner names on page two (Address) 945 SIBLEY MEMORIAL HWY by em a: faa.aiferatreaStrvefaa.00x. or by telephone a! (866) 762. 9434 (toll free). or (405) 954 - 3116 When mailing fees. please use a check or money order made payable to the Federal Ana,On AdrniniStratien. Signature and Tide Requirements for Common Registration Types: - Inarvidual owner noel sign. ode would be -.sober'. - Partnership general partner signs showing 'general partner' as title. • Corporation corporate officer Or manages signs. showing full title. • Limited Liabity Co authorized member. manager. cc officer identified in the LLC organization document mans. showing lull title. - GO C"""f i entitled/ad panes sign and show their full title. each Co Ownef must Sign. Stressing "CO Owner as title. Note: Al signatures must be In Ink, or other permanent media. To comet entries: Draw a single line through ehror. Make correct entry in remaining space, or complete the form on4ne. An application form will be relecled if any entry is covered by correctic tape or similarly obscured (Address) Coy tiLYOALE State IAN by $611$ Country UNTIED STATES Physical Address: Required when mailing address is a P.O. Box or nail drop. (Address) (Addrevis) City Sate Zp Gauntry TO RENEW REGISTRATION: REVIEW aircraft registrabon information. SELECT spacos FAA by courier p2 '' O NEW the appropriate statement, WS& any change in address in the below. Mai, Qa1L. & Sala form with the S5 renewal fee to the: Aircraft Registry, PO Box 25504. Oklahoma City OK 73125-0504.0r to: 6425 S Denning Rm 118, Oklahoma City OK 73160-6937 I (WE) CERTIFY. THE NAME(S) AND ADDRESSES FROM THE FAA FILES FOR THE OWNER(S) OF DIIS 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 MAILING I PHYSICAL ADDRESS AS SHOWN BELOW. I (WE) CERTIFY THE NAME (Si 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 Tr TIE LAWS OF ANY FOREIGN COUNTRY MAIUNG ADDRESS . — TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: CHEC( All applicable block(s) below, COMPIFTF. SIGN. QME & ME& this form with any fees to the: FAA Aircraft Registry. PO Box 25504. Oklahoma City. OK. 73125-0504. or by courier So: 6425 S Denning Rm. 118. adenoma City OK 731694937 O CANCELLATION OF REGISTRATION IS REQUESTED. THE AIRCRAFT WAS SOLD TO: (Show purchaser's name and address.) THE AIRCRAFT IS DESTROYED OR SCRAPPED. THE AIRCRAFT WAS EXPORTED TO: NEW PHYSICAL ADDRESS: complete if physical address has changed. or the new mailing address is a PO Box or Mail Drop. OTHER. Specify PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The 510 reservation fee is enclosed. SIGNATURE OF OWNER 1 nee-and red) Etectioncalry Cabled by Rag !tared Ones PRINTED NAME Cr SIGNER (required nerd) TITLE (required held) DATE 5/212019 SIGNATURE OF OWNER 2 PRINTED NAME OF SIGNER TITLE DATE Use page 2 for additional signatures. AC Form 8050-IB (04112) Fee paid: S5 (201905211934009633NB) SDNY_GM_02758454 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245376 EFTA01329839
SDNY_GM_02758455 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245377 EFTA01329840
OMB Coarol Numbe 21260729 Expcses 04,361 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 2' 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 I PRINTED NAME OF SIGNER TITLE NAME Of OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME Of OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I 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 PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE AC Form 8050-1B (04/12) REF N-NUM: 727K8 SDNY_GM_02758456 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245378 EFTA01329841
SDNY_GM_02758457 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245379 EFTA01329842
V.S. Department of Transportation Federal Aviation Administration Date of Issue: December 14, 20 16 XT LEASING CO LLC 945 SIBLEY MEMORIAL HWY LILYDALE, MN 55118 Flight Standards Service Aircraft Registration Branch. AFS-750 P.O. Box 25504 Oklahoma City, Oklahoma 73126450/ (405) 954-3116 Toll Free: 1466-7614131 WEB Address: http://registry.faa.goy Fax 405-684-5074 ATTENTION: NICOLE TI69224 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N727KB RAYTHEON AIRCRAFT COMPANY 400A Serial RK-260 and is valid until Jan 13, 2017. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. , ,Zuct4t- for Ken W. Thompson Manager, Aircraft Registration Branch, AFS-750 Federal Aviation Administration AFS-750-FAX-1(01,11) SDNY_GM_02758458 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245380 EFTA01329843
SDNY_GM_02758459 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00245381 EFTA01329844
A Insured Aircraft Title Service, Inc. IT P.O. Bu* 19527 4848 SW 3Eth Sant iaTSCansurolaecan can Federal Aviation Administration Aircraft Registry Oklahoma City. Ok 73144 (405) 681.6663 Oklahoma City, Ok 73179 (800)654-4882 FAX (405) 681.9299 Date: December 13, 2016 Gentlemen: Please issue a duplicate certificate on the aircraft herein described: N727KB • Certificate has been lost in mail Make Raytheon Aircraft Company 400A SIN RK-260 to the present registered owner: XT LEASING CO, LLC C-1O tats Return Certit,cnte •;! E.c.r>tfoticn to i.A. T.S. ••••Please issue a Flying Time Wire for this aircraft to Insured Aircraft Title Service, Inc. in the Public Documents room.•""verf•_ Thank you, By: Escro o oan Roberts, Vice res ent a.% ft. 5—L2N-50(4 Noble_ rc)c $100 12J13/2018 163481457299 Return Genc r±u;-:rt8) to k • Pa t. : CI • CAR COPY SDNY_GM_02758460 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245382 EFTA01329845
VWCINV1)10 All3 VW0HVt!0 I S :3 d EI3309102 as NO108181038 lAVH3MIV VVA NIA 0TIIJ SDNY_GM_02758461 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245383 EFTA01329846
DOCUMENT LEVEL ANNOTATIONS RECEIPT #163491343342 $2.00 12/14/16 - ADDED ANNOTATION 12/21/16 LI SDNY_GM_02758462 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245384 EFTA01329847
SONY_GM_02758463 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 002453R5 EFTA01329848
U.S. DEPARTMENT OF TRANSPORTATION FIDI RAI. AVIA 1ION ADMINISTRATION CROSS-REFERENCE-RECORDATION ECORDH) CONVEYANCE FILED IN: NNUM: 727KG SERIAL NUM: RK-260 MFR: RAYTHEON AIRCRAFT COMPANY MODEL: 400A AIR CARRIER: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or location. with the recorded conveyance and a copy in each aircraft folder involved. File form original of this TYPE OF CONVEYANCE SECURITY AGREEMENT DATE EXECUM) JUNE 9, 2016 FROM XT LEASING CO LLC DOCUMENT NO. TK005043 TO OR ASSIGNED TO LEASE FINANCE GROUP DIVISION OF SIGNATURE BANK DATE RECORDED JUL 20, 2016 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Taal Props: Total Sparc Parts: N727K8 WMINT F344-3AP 252745 WMINT FJ44-3AP 252746 AFS-750-23R (08109) SDNY_GM_02 758464 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245386 EFTA01329849
SDNY_GM_02758465 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245387 EFTA01329850
Certified Copy to be Recorded by FAA !hereby certify this la a true the ong.nal. Lasso Finance Smola, a division of Signature Bank cOpy were , ;tie Service, Inc. Security Agreement A 8 9800 Bren Road East, Suite 200 Aircraft Minnetonka, MN 55343 U 0 otos as Liam< O. 20 Ceram Number MT) Name and Address of Debtor xi' Leasing co., LLC 945 Sibley Memorial Highway Leydale, IAN 55118 1. Security Interest and Aircraft To secure the payments and perfomiance of each and every debt frankly and obSgation of every type and a description which Debtor may now or at any time hereafter owe to Lease Finance Group. a division of Signature Bank (SeCuredParlY7 (whether such debt. liability or obligation now exists pis hereafter created or incurred, arises out of a lease. installment sate contract or loan, end whether ft is or may be direct or indirect, due or to become due. absolute or contingent primary or secondary liquidated or unfOuiclated or pint several or pint and several; all such debts. kabitibes and obligations being herein collectively referred to as the *Obloatons7. Debtor hereby grants Secured Party a security interest (herein cased the 'Security Interest') in the following property (herein called the 'Aircraft) One (I) Raytheon Aircraft Company Model 400A (4rlon) Nextant aircraft, sin RK-260, FAA Registration Number N727KIL equipped with two (2) Williams International Company LLC Model FJ44-3AP engines, s/n 252745 and 252746 The above aircraft Is complete as equipped including, but not limited to, all avionics, accessories, improvements, components, instruments, furnishings, substitutions, additions, replacements, parts, tools and equipment now or hereafter affixed to or used yN in connection with such airframe, engines and/or propellers, together with all products and proceeds thereof, including but not ) limited to all leased and/or chartered income and all insurance recoveries. together with each and every thrust reverser for each engine, all appliances avbnics. accessories, instrumeMs, seats, landing gear, parts. additions, replooements, and repairs now or hereafter installed therein or attached thereto, all leases, rents and other income therefrom and proceeds thereof, all of Debtor's nghts to any and all present and future Insurance patios and rights of surety and Indemnification relating in any way to the Aircraft, all present and future warranties of manufacturers and maintenance and overhaul agencies pertaining to the Aircraft and Engines and as logs. books. certificates, charts, and the like with respect to the Aircraft and Engines and other items of collateral referred to above. 2. Tide. Debtor has and will maintain so tong as the Secunty Interest may remain outstanding, absolute tide to the Aircraft, free and clear of all liens, attachments. encumbrances and security interests except the Security Interest. Debtor will defend the Aircraft against alt claims or demands of aff persons other than Secured Party. Debtor will not grant a security interest in the Aircraft rumor to the Secunty Interest, and will not sell or transfer the Aircraft without the prior written consent of Secured Party. 3 No Other Encumbrances. There is no securityagreement or chattel mortgage covering the Aircraft now on fife with the Federal Aviation Agency or in any other public office 4. Representations, Warranties and Agreements (a) Authorization. If Debtor is not an individual. (0 the execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of the Debtor and wig not violate any provision of the Debtors governing documents: and (d) the poison signing this Agreement on behalf of the Debtor is duly authorized. (b) Citizenship. Debtor is a citizen of the United Stales within the meaning of 49 U. S.C. § 4010201(15). (c) Office Location and Organization. Debtors chief executive office (if Debtor is a corporation, a partnership or a anted liability company) is located at the address for Debtor shown above. Debtor will not change the location of its chief executive office or tosfrer residence, as the case may be, or its stale of organization or form of organization Of Debtor is a corporation, a partnership or a limited liability company) without first giving Secured Party at least 10 days pnor written notice of the proposed change. 5 Fees and Taxes. Debtor agrees to pay. when due. all hawse and registration fees relating to the Aircraft and all taxes and Other governmental Charges fevied against the Aircraft 6 Books and Records. Debtor shall keep accurate and complete seconds pertaining to Debtor's business and financial condition and submit to Secured Party such periodic reports concerning Debtors business and financial condition as Secured Party may from time fo lime reasonably request 7 Inspection Secured Party may inspect the Aircraft and Debtor's books and records concerning its financial condition at any time and from time fo time during regular business hOUIS: provided however. that so erg as no Event of Default is in existence. Secured Party's inspections shaft not delay any scheduled !tights. 8. Registration. Debtor. of its expense, shall cause the Aircraft lo be duly registered and of all times thereafter to remain duly registered, an the name of Debtor under the Federal Aviation Act of 1958. as amended. Debtor shall not register the Aircraft under the laws of any country other than the United States THIS AGREEMENT INCLUDES THE TERMS ON THE ATTACHED PAGE(S). XT Leasing Co.. LLC Title Papa I 013 181681231002 $15.00 06116(2016 A SDNYGIvl_02758466 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245388 EFTA01329851
VitOHV7N0 Alfa VP:O/IV7x0 6h it tIU ST IMP 9102 88 t;0111115;33u 4:I"amit Vt'd HIM a 3 1 73 SDNY_GM_02758467 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245389 EFTA01329852
9 Maintenance. Debtor agrees that if shalt at ifs expense: service, repair, maintain, test and overhaul each component of the Aircraft so as to keep each of thorn in good operating condition and, ordinary wear and fear excepted. in the same condition as delivered to Debtor, and further agrees fo comply with each d the following standards establish end keep the Aircraft in compliance with (1) manufacturer's FAA-approved maintenance program, which shall include a corrosion control program, that is, with respect to the airframe, either a phased maintenance program or a periodic medium and heavy block-hour interval overhaul program and that provides for altFM required inspection, servicing, overhaul and replacement of all Aircraft components: (2) all applicable airworthiness directives issued by the FAA; and (3) at manufacturers mandatory service bulletins and (b) keep the Aircraft in such condition as may be necessary to enable the airworthiness certifiCatiOn of such Aircraft to be maintained in good standing at all times under the Federal Aviation Act (a) not install replacement components with excessive wear Of exchange components On or of the Aircraft for other aircraft components in Debtor's possession for use on aircraft that will remain in Debtor's possession after such return in order fo reduce or avoid future maintenance requirements; and lad maintain in the English language alt records, bags and other materials required by the FM, and any other government body having jurisdiction over any component of the Aircraft so as to enable operation of the Aircraft under the laws of the United Stales, which records logs and materials will conform to goad Commercial practice for records regarding all maintenance carried out with respect to the Aircraft; and (iv) promptly furnish Secured Party with such information as may be requited to enable Secured Party fo file any reports required fo be filed by Secured Party with any governmental authority Debtor, at its own expense, will make (or cause to be made) such alterations and modifications in and additions to the Aircraft as may be required from time to time to meet the applicable standards of the FAA, Any replacement parts (including engines) when furnished shad immediately become part of the Aircraft. Any replacement engine shalt be of the same or an improved model and as suitable for installation and use as the replaced engine and shalt have a value and utility at least equal to that d the replaced engine immediately pnor to replacement (assuming proper maintenance of the replaced engine as required by this Agreement). Debtor agrees to furnish Secured Party with a bud of sale and such other documents as Secured Party may reasonably request demonstrating that Debtor has good tide to any replacement engine free of all bens. In addition, Debtor, at its own expense, may from lime to time make such alterations end modifications in and additions to the airframe of the Aircraft or any engine of the Aircraft as Debtor may deem desirable in the proper conduct of Its business if such alterations. modifications or additions do not diminish the value, residual values, utility or useful Me. of Me Aircraft, or impair the condition or airworthiness thereof, below the value, residual values. utility condition, airworthiness or useful life, thereof immediately before such alteration, modification or addition assuming the airframe or such engine was then of the value, residual values. utility, condition and airworthiness required to be maintained by the terms hereof A first priority security interest in and to all parts incorporated or installed in or attached or added fo the Aircraft as the result of such alteration, modification or addition shaft without further act vest in Secured Party and such parts shalt become (as pail *Me Aircraft) collateral subject to this Agreement 10. Operation. Debtor represents and agrees that the Aircraft is and wit be based in the United States and pnmanty used in the United States. Debtor agrees that it will not permit the Aircraft to be maintained, used or operated in violation of any law or any rule, regulation or order of any government or governmental authority (domestic or foreign) having jurisdiction over Debtor or the Aircraft or in violation of any airworthiness certificate, license or registration relating to the Aircraft issued by such authority. Secured Party agrees Mat the Aircraft may be flown temporarily to any country in the world. Notwithstanding the foregoing, the Aircraft shall not be flown, operated, used or located in, to or over any such country or area (temporanly or otherwise). 0) which is excluded from the required insurance coverages. or would otherwise cause Debtor to be in breath of the insurance requirements or other provisions. of this Agreement, Oft with which the U.S. does not maintain favorable diplomatic relations (n) in any area of recognized or threatened hostility& (Iv) in miliaria, of any applicable law, including any U.S. law or United Nations Secunty Council Directive, or (v) in a manner that causes it to be deemed to have been used or operated predominantly' outside of the United States, as that phrase is used in Section 168(g)(1)(A) of the Internal Revenue Code of 1986, as amended (the *Code). Debtor hereby agrees that l will not without the prior written consent of Secured Party enter into any type of agreement that grants, confers or creates any rights in favor of any person or entity other than the Debtor to possess, use or control the Aircraft (whether oral or in writing, whether denominated as a charter agreement, management agreement. lease agreement or otherwise), except for maintenance and repair performed by qualified third parties consistent with the terms of this Agreement Prior t0 requesting written consent from Secured Party to approve any such agreement or arrangement Debtor shall provide to $ecured Party duty executed acknowledgments and disclaimers from all persons or entities who are to obtain use, possession of control of the Aircraft, in form and substance satisfactory to Secured Party, providing among other things that Secured Party'S rights in the Aircraft and all other related collateral shall not be limited, affected or impaired by any such agreement andror arrangement Debtor must also demonstrate to Secured Party that any such proposed agreement or arrangement would not, in the judgment of Secured Party, result in any violation of the leans of this Agreement or otherwise Increase Secured Party's asks. Nothing en this paragraph shall in any way affect limit or impair the obligation of the Debtor under paragraph 2 of this Agreement. 11. Insurance. Debtor shad obtain at its own expense and maintain a policy or policies of insurance providing for coverage as follows a) At risk hue coverage on the Aircraft pursuant to a valued form of policy in an amount not less than S 1 375 000 00 b) Alf ask hull coverage on each engine installed in the Aircraft in an amount not less then the replacement value thereof. c) Fore and extended coverage arid all risk coverage in transit On each engine or any other pan 01 the Aircraft while not installed in such Aircraft in amounts net fen than the replacement value thereof Liability for bodily injury, properly damage. and passenger bodily injury with a minimum combined single limit of 51,000,000.00 per seat for oath Occurrence Debtor shall furnish Secured Patty with a certificate of insurance evidencing the issuance of a policy or policies to Debtor in at least the minimum amounts required herein and naming Secured Party as loss payee for the physical damage coverage. Al Secured Pays request. Debtor shall also furnish Secured Party with a copy of such polity or policies. Each such policy shad be in such form and with such insurers as may be satisfactory to Secured Party. Each physical damage policy shall contain a clause requiring the insurer to give Secured Party at least 10 days' prior written notice of any alteration In the terms of such policy or of the cancellation thereof and a clause providing that no act or misrepresentation by Debtor Shaft invalidate Secured Party's coverage thereunder, Secured Party shall be under no duty either to ascertain the existence of or to examine any such policy or to advise Debtor in the event any such policy shall not comply with the requirements hereof. Debtor agrees to pay any deductible amount provided in any insurance policy obtained hereunder. If the Aircraft is operated outside of the United Stales. Debtor hereby agrees to N maintain war risk and anted pants insurance with respect to physical damage and liability coverage and ao name Secured Party as additional Maenad with respect to liability coverage. 12. Insurance Reports Annually on the anniversary date of the commencement of this Agreement Debtor will furnish Secured Party with a report signed by a firm of independent aircraft insurance brokers. appointed by Debtor and not objected to by Secured Party stating the opinion of such Ann that the insurance then carried and maintained on the Aircraft complies with the terms of paragraph f 1. Debtor wincause such firm to advise Secured Party in writing promptly of any default in the payment pf any premium and of any other act or mission on part of Debtor of which they have knowledge and which might invalidate or render unenforceable, en whoa, or in part, any insurance on the Aircraft. Debtor writ also cause such firm to give Secured Party at least 10 days written advance notice of the expiration or termination of any insurance carried and maintained on an Aircraft pursuant to this Agreement. Page 2 oft SDNY_GM_02758468 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245390 EFTA01329853
SDNY_GM_02758489 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245391 EFTA01329854
13. Pilots. Debtor agrees that the Aircraft will at as times dunng the term of this Agreement be operated by safe, careful and duly licensed pilots whose licenses are in good standing Debtor warrants that each of the pilots who wilt plot an Aircraft shalt also meet the requirements established and specified by the insurance policies obtained pursuant to this Agreement. Debtor also agrees that any and al persons operating any radio transmitter in the Aircraft shall be duly licensed as required by the Federal Communications Commission and any other governing authority. 14. Events of Default Each of the following occurrences shall constitute an event of default hereunder (herein called 'Event of Default'): (ft Debtor shall fait to pay any or all of the Obligations when due or (if payable on demand) on demand, a shall fail to observe or perform any covenant or agreement herein binding on it. 00 any representation or warranty by Debtor set forth in the Agreement or made to Secured Party in any financial statements or reports submitted to Secured Party by or on behalf of Debtor shall prove materially false or misleading; (iv) a garnishment, summons or a wit of attachment shall be issued against or served upon the Secured Party for the attachment of any property of Debtor or any indebtedness owing to Debt0r, (iv) Debtor or any guarantor of any Obligation shaft (A) be or become insolvent (however defined); a (B) voluntenhi fits. or have filed against it involuntarily. a petition under the United States Bankruptcy Code; or (C) if a corporation, partnership or organization, be dissolved or liquidated or, if a partnership, suffer the death of, partner or, Jan individual. die; or (D) go out of business; (v) an event of default shall occur under any indebtedness Debtor may now or hereafter owe to any affiliate of Secured Party (vat( Debtor is a corporation, more than 50% of the shares of voting stock of Debtor shall become owned by a share holder or shareholders who were not owners of voting stock of Debtor on the date of this Agreement Ce, if Debtor is a partnership. more than 50% of the partnership interests in the Debtor shall become owned by a partner or partners who were not partners of Debtor on the date of this Agreement; (vi) Debtor shall consolidate with or merge into, or set all or substantially as of its assets to, any individual. corporation, or other entity, or (vin) the Aircraft shall be lost or substantially destroyed. 15. Remedies upon Event of Default. Upon the occumsnce of an Event of Default under Section fa and at arty time thereafter, Secured Party may exercise any one or more of the following rights and remedies (ft declare aft alma:tired Obligations to be immediately due and payable, and the same shalt thereupon be immediately due and payable, without presentment or other notice or demand: (i) exercise and enforce any or all rights and remedies available upon default to a secured party under the Uniform Commercial Code, including but not limited to the right to fake possession of the Aircraft, proceeding without judicial process or by judicial process (without a prior heating or notice thereof, which Debtor hereby expressly waives), and the fight to see lease or otherwise dispose of the Aircraft, and in connection therewith. Secured Party may require Debtor to make the Aircraft available to Secured Party al a place to be designated by Secured Party which is reasonably convenient to both parties, end if notice to Debtor of any intended flit/nisi:ion of the Aircraft or any other intended action is required by law in a particular instance. such notice shall be deemed cornmerciatry reasonable if given (in the manner specified in Section 18) at least 10 calendar days prior to the date of intended disposition or other action; (in) exi3fO5e or enforce any or all other rights or remedies available to Secured Party by law or agreement against the Aircraft, against Debtor or against any other person or properly. Upon the occurrence of the Event of Default described in Section 14(v)(8), at Obligations shalt be immediately due and payable without demand or notice thereof It Cure Rights. If Debtor at any time fails to perform or observe any agreement contained herein, and if such failure shall continue for a period of 10 Calendar days after Secured Party gives Debtor wntten notice thereof. Secured Party may (but need not) perform or observe such agreement on behalf and in the name. place and stead of Debtor (or, at Secured Party'SOPtiOn in Sewed Padre own name) and may (but need fled take any and all other actions which Secured Party may deem necessary to cure or correct such facture, including. the payment of taxes, the satisfaction of security interests hens, attachments or encumbrances, the procurement and maintenance of insurance, and the procurement of repairs or transportation Except to the extent that the effect of such payment would be to render any loan or forebearence of money usurious or otherwise ilegal under any applicable law. Debtor shall thereupon pay Secured Party on demand the amount of at moneys expended and all costs and expenses (including reasonable attorneys fees) incurred by Secured Party in connection with or as a result of Secured Partys performing or observing such agreements or taking such action, together with interest thereon from the date expended or incurred by Secured Party at the highest rate then applicable to any of the Obligations 17. Secured Party's Costs and Expenses. Debtor war pay to Secured Party, on demand. alt costs and expenses (Including reasonable attorneys fees and legal expenses) paid or incurred by Secured Party in connection with the exercise or enforcement of any right or remedy in connection with an Event of Default, intruding any suit to collect the Obligations. 18. Miscellaneous This Agreement can be waived, modified, amended or terminated. and the Security Interest can be released, only explicitly in a venting signed by Secured Party. A waiver signed by Secured Party shall be effective only in the speCific instance and lathe specific purpose given Mere delay or failure to act shall not preclude the exercise or enforcement of any of Secured Party's rights or remedies. All rights and remedies of Secured Party shall be cumulative and may be exercised singularly or concurrently, at Secured Partys option. and the exercise or enforcement of any one such right or remedy shall neither be a condition to nor bar the exercise or enforcement of any Other. Alt notices to be given to Debtor snag be doomed sufficiently given if mailed by ordinary mail, postage prepaid, or delivered to Debtor at as address set forth above, or at the most recent address shown on Secured Partys records Secured Party shall not be obligated to realize on the Aircraft at all or in any Particular manner or order, or to apply any cash proceeds from the Aircraft in any particular order of application 19. Successors; Governing Law. This Agreement shall be binding upon and inure to the benefit of Debtor and Secured Party and their respective successors and assigns. This Agreement shad be governed by the substantwe laws of the state of Minnesota, and unless the context otherwise requires, all terms used herein which are defined in Articles 1 and 9 of the Uniform Commercial Code, as in effect in Minnesota. shall have the meanings therein stated. If any provision or appecabon of this Agreement is held unlawful or unenforceable in any respect. such Agate or unenforceabilay shag not affect other provisions or applications which can be given effect. and this Agreement shall be construed as if the unlawful or unenforceable provaiton a application had never been contained herein or prescribed hereby All representations and we/tames contained in this Agreement shall survive the execution, delivery and performance of this Agreement and the creation and payment of the Obligations. If this Agreement is signed by more than one person as Debtor. the term 'Debtor` shall refer to each of them separately and to both of them jointly; at such persons shalt be bound both severalty and jointly with the °Mol(s): and the Obligations shall include all debts. hatdifies and obligations owed to Secured Party by any Debtor solely or by both or several or all Debtors joint' or jointly and severally. and the property described in Section l shall be included as part of the Aircraft, whether it is owned jointly by both or at Debtors or is owned in whole or in part by one (or more) of Mon DEBTOR HEREBY WAIVES ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY MATTER UNDER OR IN CONNECTION WITH THIS AGREEMENT. 20. Indemnity Debtor hereby agrees to indemnify and hold Secured Party harmless from and against any and all claims, losses, liabilities (including negligence, tort and sect liability), damages, judgments suits. and all legal proceedings, and any end all costs and expenses in connection therewith (including attorneys fees) arising out of or in any manner connected with the manufacture. purchase, financing, ownership, delivery, rejection, nondehwry. transportation, possession, use. storage. operation. Calabria maintenance, repair, return or other daposition of the Aircraft or with this Agreement, Including without limitation. ctairns for injury to or death of persons and for damage to properly, and give Secured Party prompt notice of any such chum a liability Notwithstanding the above sentence. Debtor's obligations to indemnify shall be solely limited to those claims, tosses liabilities (including negligence, tort and strict Wady), damages, judgments suits, and all egal proceedings and any and all costs and expenses that arise out of or are due to Debtor's operation of the AIMITiff NOWe of the United States. Page 0t SDNY_Gtvl_02758470 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245392 EFTA01329855
, vivoll v7:40 Ana ,:.,0, v73;„ sh Tr iu Sr iv,,,, a, '" 5102 uo Noui,e; Isis3u lay • U (1371.ill4VIV W SDNY_GM_02758471 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245393 EFTA01329856
DOCUMENT LEVEL ANNOTATIONS oRIG #8585 RET'D TO iats SDNY_GM_02758472 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245394 EFTA01329857
SDNY_GM_02758473 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245395 EFTA01329858
Dapsarrant ift Tr unman PaImal Maim thaatrisinaloa UNITED STATES OF AMERICA — DEPARTMENT OF TRANSPORTATION FlSEM AVIalleen Administration — Mike Monroney Aeronautical Center AIRCRAFT REGISTRATION APPLICATION METED STATES REOSTRAI1Col N 727KB RAISER TYPE OF REGiSTRAT TOR TOPTCF =PT* 0 I . inceNtani D2. PORATESTAT El 3. Collonnen am. !LC* CI 4. Ce.QMW 0 E. Govetrairt a • Nonovancon.r.o., 0 E. Wags, Cowan:T. Co Ora. A KRAFT ITANLIFACTURER Raytheon Aircraft Company 400A ANDMC00. A RCRAF1 a RK-260 awe, MME(S)OF APRICANT(S) renict(S Nang t:A•yETent•claintrip re relTyclut 04 last Wit fru name and mode ores i XT Imam Ca. Lie MIRO& NAIOCR ( ) MAILINOADETREss til ...era RURAL CITY ommwesini ruing *Mns lot eft .*Sort Ind Ito. ) ANDSTREET: 945 Steel Men101ial Highway ROUTE P.O OCX 2 "S ale STATE. MN P 55118 PHYSIC./ NINSEffit CC SORPTION CITY ACCRESSILOCA r PO BOC OR RURALROUTE DOWSED FINI MALMO ACCRES$ AND STREET: OF LOCATICAt STATE: Z P Ill CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS NYE pi f2) IS) ATTENTION, Read the following statement before This portion must bo completed. A false Of dishonest answer to any question may CO iirCkindS for punishment by fine and/or (U. S. Code. Title 18. Section CERTIFICATION signing this application. in this application imprisonment. 1001) aim Onnsins orromome) al Pe ins Swat es iCHECK ANO COMPLETE IT Sae CERTIFY: nue miaow nil is °wow by the unsersgm4 ry. prom vAp erne,. no as wisp is aal, wposion aunty repo nets of 14 CFR Pen 47 Eh Awns* MAASS alien reSsbalon:Form 1460 PAT Q A A nyncazyntorgoraton planed and clang hems van we way 0 eV SITS AMA IS baud arid Ow* used in TM WOW SialOS ROCCOIS Inconel 41 North Central Aviation Mal MN 0141.1114•MS ate M. (a O c A cawatom ‘rmg a vacs Nal *RAM ells rant 01 TT* Re Noel A nol mule*, WON Pm lass Cil sny hetet 4/1/414/ VC) TAY Igo. Nana et OseiriVip is alls414.1:0111 been 1144 silt VW Fodrid ha, Aoirion 440144.1iiiion NOTE: If executed for co-ownership:all applicants must sign. Usa net pay if necessary. 1 SIGNATURE: ei..e:4F7 ee DATE: 0842018 TYPE°"/NTED Lance E. L ieux NAME: nee Manager 2 SIGNATURE: DATE: TYPED/PRINTED TITLE: 3 SIGNATURE: DATE TYPENAME OPRINTED . mu NOTE: NCR §17.31(c) provides for Ma oporgion of an airworthy U.S. siftraft op to 10 Oro *Wan the Unites States, resibe mess el • tern:bon coatis& who/nary el as applicaram for tigistriow Is canifii in the aircraft. AC Paan133501(034113) 1 OMB Convol No 2120-0042 Colectom Expires 4/30/2317 SDNYGIvl02758474 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Acc,npled I K Jul/20/2010 EFTA_00245396 EFTA01329859
vrionvisio Alio tf;louvixo H6eh r i houttij..iu 9I sio21:11:3P 3i vvd mum oisi SDNY_GM_02758475 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245397 EFTA01329860
FORM APPROVED OMB NO. 2120-0012 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE Do Not Write In This Block FOR FM USE ONLY FOR AND IN CONSIDERATION OF $ 10 & OVC THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N 727KB AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft rnmpany dnnA . AIRCRAFT SERIAL NO. RK-260 DOES THIS go.fri-DAY OF Tune- 2016 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 INITULL ) XT Leasing Co., LLC 945 Sibley Memorial Highway Lilydale, MN 55118 DEALER CERTIFICATE NUMBER AND TO IT'S EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET 20 1A . OUR HAND AND Z!AL THIS I G.* DAY OF State- SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF TED FOR OWNE MUST SIGN.) TITLE (TYPED OR PRINTED) Elliott Aviation Aircraft Sales. Inc. Chairman & Chief Executive Officer ---4-44 4 ACKNOWLEDGEMENT (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 0052-00-629-0003) Supersedes Previous Edition 161681231002 $5.00 08/16/2016 SDNY_GM_02758476 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 8 A 0 0 •< 0 8 0 O Cl Cm A DT EFTA_00245398 EFTA01329861
vilournio 4110 viwaltibio 6/7 Tr 141i ST NAP guy HO N0UVLINI031114O' ' V7.4 1111.2 0371.1 2" SDNY_GM_02758477 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245399 EFTA01329862
BUSINESS AIRCRAFT TITLE INTERNATIONAL, INC. April 15, 2016 FAA Aircraft Registry Aircraft Registration Branch Attn: Exam/Support Ladles and Gentlemen: On behalf of our Client: ELLIOTT AVIATION AIRCRAFT SALES, INC. 2800 McKinley Avenue Des Moines, IA 50321 (FEE: $30.) < ACTION > / 6- Please initiate the following: 7- 1. Please reserve special registration number N727KB, and hand the confirmation of reservation letter to BATI, in care of JGIL in the PDR. 2. 1 Please ASSIGN N727KB to the following described aircraft, which is / undergoing registration in our client's name: Raytheon Aircraft Company 400A Serial No. RK-260 Currently N727KG Please hand your Form 8050-64 "Assignment of Special Registration Numbers" to BATI, in care of JGIL, In the PDR. (c. Upon removal of the N-number from above aircraft, please RESERVE N727KG in the name of our client, as follows: Elliott Aviation Aircraft Sales, Inc. C/O Business Aircraft Title International Inc. 1200 N.W. 63rD Street, Suite 5000 Oklahoma City, OK 73116-5706 Please hand the confirmation of reservation letter to BATI, in care of JGIL, in the PDR. Attached is the necessary $30. fee. For any questions, please call 942-1004. Thank you, 161661543354 a(20 ;Don $30 00 04/15/2016 4 Lisa Gaskin V Vice President Enclosure: $30 fee 1200 Northwest 63rd Street, Suite 5000 . Oklahoma City, OK 73116-5706 405-942-1004 . Fax: 405-942-1013 www.bati.aero SDNY_GIvl_02758478 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245400 EFTA01329863
MOWN° All0 VI10/1111)10 TO C Lid ST 8dd 9I0/ 88 NOW/81S1038 LIVU381V alliA 03113 SDNY_GM_02758479 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245401 EFTA01329864
0 no.... prt•••••••• kilini••••• 11••••••••101 ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS 440.2 item°. :Ann ?once Ana& Lem AN Meal RATINECIP: AIRCPAIT COBOANT 403A Pea Peparaca. P07/140 tar /a M:360 Li Due HA i A NIP Km minor ADORES& MOO numAMAMI AlleOlAIT MUSS tic 11/10 MCICOILVY AVE 0031100033 IA 5001-21/4 IJIIIAAJLALI.II.J.LAII....II..I.I.J.I....1.I.I , ma., vamp Ile WWI Swim spine. sena ea 64 go.e faenleil spin Ate seal npOnika• palm: a Cary *paw eft. len a ill• trite.... e• Jo NI lepinten tett n tun wary orris tbe Ana pa. nag gen...ad ant *it anat.= OS • ins,' sierafra al onmesni. tca,..tis• is II. Salad* Owtla Mot Ths Sat FAA In 11 Appian Measollta• a Ma est The amerlddlin drilled. Weeper Inca On MI ANDISTIJANTE ORIODIAL el Oa feees Os Mt Ant:slop.% AFS:750. en 5 Pm As trona polimlso OhsIT plod te Os aroat A frANITalliate Tel Om IT *owl He assets rear pear Take oliro: MN 14 1015 opoponnom: on* as onpoit nocreolenterwas par mils•InNlatelibra laer0. 'ow_ d..... 12111121 TORN TO: CM Mime Pegpsy. AITTTO PO ka 2904 ...,.ftlaloaa nosai TAW 40:er PP S of dra.le- i DOMANI se Alma 5- 2 4-re.q, At POMMY.. idle. SDNY_GM_02758480 )0 0 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245402 EFTA01329865
VW0HVINO Al!l 'uOLIV1)10 LO d bid L2 AK) 9W 11011VHIS103'd Idt/406 V111 HI1M 03114 SDNY_GM_02758481 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245403 EFTA01329866
UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S 10 & OVC THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: REST S REGISTRATION NUMBER I N727KG AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company 400A AIRCRAFT SERIAL NUMBER RK-260 DOES THIS 3=04 DAY OF March, 2016 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) Elliott Aviation Aircraft Sales, Inc. 2800 McKinley Avenue Des Moines, IA 50321 DEALER CERTIFICATE NUMBER DIMS868 AND TO ITS SUCCESSORS E4FEHHFOR.S.ADIMMSFRAZORS, AND ASSIGNS TO HAVE AND TO HOLD SINCUIARI 1 11111 SAID AIRCRAFT FOREVER, AND WARRANTS THE TTTLE THEREOF. ICI IN TESTIMONY WHERF.OF WC HAVE SET OUT HAND ANDSSAL THIS .-F-' ,iii DAN' OF March, 2016 SELLER NA M E(S) OF SELLER (TYPED OR PRINTED) SIGNATURE(S) (IN IN (IF EXECUTED FOR CO- 0 RSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRIAM)) Stony Point I, LLC Secretary and Treasurer HoraceJena" gs ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BF REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC FORM 8050-2 (9/92) (NSN 0052-00-6294003) SUPERSEDES PREVIOUS EDITION SDNY_GM_02758482 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 m 1) m r la a 0 0 0 0 0 a 8 a a a Z.4 0 0 3 DT EFTA_00245404 EFTA01329867
ThOHMIO Al" -w0HrIMO hr (MA) 0E 9101 de NOLLVS1SID38 13VE:: VVj HUM 031Id SDNY_GM_02758483 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245405 EFTA01329868
UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION - CIVIL AVIATION REGISTRY -AIRCRAFT REGISTRATION RENEWAL Aircraft Registration has EXPIRED • N-number Pending Cancellation U.S. Registration Number Aircraft Manufacturer and Model Aircraft Serial No. N 727KG RAYTHEON AIRCRAFT COMPANY 400A RK-260 REGISTRATION MAILING ADDRESS STONY POINT I LLC 1 W PACK SO STE 305 ASHEVILLE,NC 28801-3419 PHYSICAL LOCATION OF HOME OR OFFICE N/A April 1, 2016 Dear Aircraft Owner: The registration of the aircraft shown above expired on February 29, 2016. The aircraft's registration and airworthiness certificates no longer support the aircraft's operation. The N-number is no longer authorized for use and its assignment to this aircraft is scheduled for cancellation 60 days from the date of this notice. We ask that you return the registration certificate to the FAA Aircraft Registration Branch as established in 14 C.F.R. Section 47.41(b). Aircraft registration renewal every third year was established in Title 14 Code of Federal Regulations. Section 47.40(c) on October 1, 2010, as published in the Federal Register on July 20. 2010, page 41968. The changes made at this time will keep the U.S. Civil Aircraft Register up-to-date, to provide reliable support to users of the registration system. N-NUMBER RESERVATION: If an aircraft registration will not be renewed, its owner may reserve the N- number by sending the Registry the first years $10.00 reservation fee with a request to cancel the aircraft's registration and to reserve the N-number in the owner's name. If no request is made within 60 days of the date of this notice, the N-number will be canceled and become unavailable for five years. AIRCRAFT REGISTRATION: The owner of an unregistered aircraft may apply for registration at any time. Application for registration must be made in accord with 14 CFR Section 47.31(a), which requires an Aircraft Registration Application, AC Form 8050-1, evidence of ownership (unless it is already on file at the Aircraft Registration Branch), and the $5 registration fee. Please note, if application for registration is made after the aircraft's N-number has been canceled, the aircraft may not use the temporary operation authority provided for in 47.31(c) because the aircraft was not last previously registered in the U.S. OTHER CHANGES: Aircraft owners are still required to notify the FM Aircraft Registration Branch when their aircraft have been sold, exported, or destroyed, etc. These reports may be made by returning the Certificate of Aircraft Registration AC Form 8050-3 with the reverse side filled-out and signed. If the certificate is not available a letter may be sent. It should fully describe the aircraft and report the aircraft's change of status. If the aircraft has been sold, please provide the purchaser's name and address. FEE PAYMENT by mail should be by check or money order payable to the Federal Aviation Administration. FAA Aircraft Registration Branch, AFS-750: Regular mail; P.O. Box 25504, Oklahoma City, OK 73125-0504 Overnight delivery or commercial courier; 6425 S. Denning Rm. 118, Oklahoma City, OK 73169-6937 Aircraft Registration website: http://www.faamov/licenses certificates/aircraft certification/aircraft registry/ Telephone Numbers: (405) 954-3116, Toll Free in the U.S. 1 (866) 762-9434, and FAX (405) 954-8068 AFS-750-RENEW 18 (02-14) SDNY_GM_02758484 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Q D O tio EFTA 00245406 EFTA01329869
SDNY_GM_02758485 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245407 EFTA01329870
DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION THIS FORM SERVES TWO PURPOSES: PART I acknowledges the recording of a merit,. conveyance covering the collateral shown. PART II is a stantsucd form of release which may be used In relent the collateral from the terms of the conveyance. PART I— CONVEYANCE RECORDATION NOTICE NAME (last name lint) OF DEBTOR Stony Point 1, LLC NAME and ADDRESS OF SECURED PARTY/ASSIGNEE Wells Fargo Equipment Finance, Inc. NAME OF SECURED PARTY'S ASSIGNOR Of assigned) FAA REGISTRATION NUMBER N727KG AIRCRAFT SERI hi NUMBER RK-260 AIRCRAFT MFR. (BUILDER) and MODEL Raytheon Aircraft Company 400A ENGINE MFR. And moan. Williams International Company LLC FJ44-3AP ENGINE SERIAL NUMBER (S) 252745 & 252746 PROPELLER MFR. And MODE I. PROPELLER SERIAL NUMBER (S) THE SECURITY CONVEYANCE DATED 12/27/12 COVERING REGISTRY ON 1/11/13 AS CONVEYANCE NUMBER SC008967, COVERING THE ABOVE COLLATERAL WAS RECORDED CA007232. THE ABOVE COLLATERAL WAS RECORDED AT TIE FAA AIRCRAFT AND ASSUMPTION/ASSIGNMENT AGREEMENT DATED 2/1/13 AT THE FAA AIRCRAFT REGISTRY ON 2/I2/13 AS CONVEYANCE NUMBER FAA CONVEYANCE EXAMINER PART II — RELEASE — (This suggested release form may be executed by the secured party and retired to the FAA Aircraft Registry when the terms of the conveyance have been satisfied. See below for additional information) THE UNDERSIGNED HEREBY OTHER EVIDENCE OF INDEBTEDNESS COLLATERAL AND THAT RETAINED IN THE COLLATERAL PARTY WHO EXECUTEDTHE ASSIGNED: PROVIDED. THAT RELEASE A PERSON SIGNING FOR A Ills TITLE. A PERSON SIGNING CERTIFIES AND ACKNOWLEDGES SECURED BY THE SAM E COLLATERAL IS BY THE CONVEYANCE CONVEYANCE, OR TO NO EXPRESS WARRANTY DATE OF RELEASE: Wells Fargo SIGNATURE sin TITLE THAT HE IS THE TRUE AND LAWFUL THE CONVEYANCE REFERRED TO HEREIN HEREBY RELEASED FROM THE TERMS IS IIEREBY SOLD. GRANTED. TRANSFERRED. THE ASSIGNEE OF SAID PARTY IF THE CONVEYANCE IS GIVEN NOR IMPLIED BY REASON OF March 3 0 4L. 2016 HOLDER OF THE NOTE OR ON TIIEABOVE-DESCRIBED OF THE CONVEYANCE. ANY TITLE AND ASSIGNED TO THE SHALL HAVE BEEN EXECUTION OR DELIVERY OF THIS Equipment Finance, Inc. (NAME OF SECURITY IIOLDER) ink) Alt#11/4--7170" Pa° 174: 144._. Viet_ Pres; 43 e ;.; 4- CORPORATION MUST BE A CORPORATE OFFICER OR HOLD A MANAGERIAL POSITION AND MUST SHOW FOR ANOTHER MOULD SEE PARIS 47 AND 49 OF THE FEDERAL IATION REGULATIONS (14 CFR) AC Form 8050-41 t743) (0052.00-S43-9001 SON Y_G M_02758486 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 L O a 0 C d 0 a a O 0 O D -n EFTA_00245408 EFTA01329871
VHO'r0/180 wy1/004-9!0 £I 01 Lib 0£ 811W 9112 d8 801.1.98i$10311 VV.I HAIM 03114 SDNY_GM_02758487 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245409 EFTA01329872
DOCUMENT LEVEL ANNOTATIONS See recorded conveyance number SG008967 et al Doc ID 8947 SDNY_GM_02758488 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245410 EFTA01329873
SONY_GM_02758489 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002454 I I EFTA01329874
U.S. DEPARTMENT OF TRANSPORTATION EEDY n Al. AVIATION ADMINISTR AVON WORDED CONYE1 ANCE FILED IN: \NUM: ?RITA SERIAL NUM: RK-260 MER: RAYTHEON AIRCRAFT COMPANY ANY MODEL 400A AIR CARRIER: This form is to be used in cases where a converince covers several aircraft and engines, propellers, or locations. File original of this fort with the recorded convevance and a cop in each aircraft folder involved. TYPE OF CONVEYANCE ASSIGNMENT AND ASSUMPTION AGREEMENT (SEE RECORDED CONVEYANCE 5G008967 DOC ID #8947 PAGE I) DATE EXECUTED 02)0112013 FROM MWB CORPORATE SERVICES LLC - ASSIGNOR STONY POINT I LLC - ASSIGNEE DOCUMENT NO. CA007232 TO OR ASSIGNED TO WELLS FARGO EQUIPMENT FINANCE INC - SECURED PARTY DATE RECORDED FEB 12, 2013 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: Total Spare Parts: N727KG WMINT F144-3AP 252745 WMINT F144-3AP 252746 WS-750-23R (I/R09) SDNY_GM_02 758490 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002454 I 2 EFTA01329875
SDNY_GM_02758491 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245413 EFTA01329876
FAA ASSIGNMENT AND ASSUMPTION AGREEMENT This FAA ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") entered into by and between MWB CORPORATE SERVICES, LLC, a North Carolina limited liability company having its headquarters at 48 Patton Avenue, Asheville, North Carolina 28801 ("Assignor"), and STONY POINT I, LLC, a Delaware limited liability company having its headquarters at One West Pack Square, Suite 305, Asheville, North Carolina 28801 ("Assignee"), is dated as of the 1 day of Vt` • , 2013. WHEREAS, Assignor, as borrower, and Wells Fargo Equipment Finance, Inc., as lender, are parties to that certain Aircraft Mortgage and SecurityAgreement, as more particularly described in Annex I attached hereto (the "Assigned Agreement"), which relates to the aircraft, as more particularly described in Annex I attached hereto (the "Aircraft"); WHEREAS, Assignor has agreed to assign to Assignee all of its rights, interests, duties, obligations and liabilities in, to and under the Assigned Agreement with respect to the Aircraft, which assignment has been agreed to by Wells Fargo Equipment Finance, Inc., as lender; and WHEREAS, Assignee desires to accept the assignment of all of Assignor's rights, interests, duties, obligations and liabilities in, to and under the Assigned Agreement with respect to the Aircraft to the same extent as if Assignee had originally executed the Assigned Agreement. NOW THEREFORE, in consideration of the foregoing and of other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: I . Assignment of Assigned Agreement. Assignor hereby assigns, transfers and conveys to Assignee alt of its rights, interests, duties, obligations and liabilities in, to and under the Assigned Agreement with respect to the Aircraft. 2. Assumption of Assigned Agreement. Assignee hereby accepts the assignment contained in Section I and assumes all of the duties, obligations and liabilities of the Assignor in, to, and under the Assigned Agreement with respect to the Aircraft to the same extent as if Assignee had originally executed the Assigned Agreement. Assignee hereby agrees to be bound by the terms and provisions of Assigned Agreement and accepts all of the Assignor's rights, interests, duties, obligations and liabilities thereunder. 3. Governing Law. This Assignment is being delivered in the State of New York. This Assignment shall in all respects be governed by, and construed in accordance with, the internal substantive laws of the State of New York, including all matters of construction, validity or interpretation of this Assignment. 130321225537 $15.00 02/01/2013 SDNY_GM_02758492 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 43 0 0 0 0 0 0 a a i a O 0 N 3 EFTA 00245414 EFTA01329877
VNOW11)10 LLIO ViP10111/1)10 CO Z1 ILId i 933 £IQZ Wit'.01.1.Vd1S10313 13VU3LIV VV3 HIM 03113 SDNY_GM_02758493 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245415 EFTA01329878
4. Counterparts. This Assignment may be executed in several counterparts, each of which shall be deemed an original, and all of which such counterparts shall constitute one and the same instrument. 5. Binding Nature. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. IN WITNESS WHEREOF, the parties hereto have duly executed this Assignment as of the date first set forth above. 2115218 fAA Msignment MWB CORPORATE SERV By: Jeffr "Assignor" S, LLC vL anager STONY POINT I, LLC By: Stony Point Group, Inc. its solc Member 2 By: Name: Title: "Assignee" SDNY_GM_02758494 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002454 I 6 EFTA01329879
VSIOHV1NO AllO VHOHV180 CO 2i Lid I Old £12 89 ;40i1781.81939 VIA HLIM 03113 SDNY_GM_02758495 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002454 I 7 EFTA01329880
4. Counteroartl. This Assignment may be executed in several counterparts, each of which shall be deemed an original, and all of which such counterparts shall constitute one and the same instrument. 5. Binding Nature. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. IN WITNESS WHEREOF, the parties hereto have duly executed this Assignment as of the date first set forth above. MWB CORPORATE SERVICES, LLC By: Jeffrey I Owen, Manager "Assignor" STONY POINT I, LLC 2115210 FAA Assignment By: Stony Point Group, Inc. its sole Member 2 "Assignee" SDNY_GM_02758496 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245428 EFTA01329881
7.11;14 I !Obi? tiT41 oriV 1/110W111)10 1110 1/1^10HV1N0 CO Z1 Lid 1 933 £10? E8 1i01 `iUiS1038 SJVL94IV 1/173 KIM 03113 SDNY_GM_02758497 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245419 EFTA01329882
CONSENT Wells Fargo Equipment Finance, Inc. hereby consents to the assignment by MWB Corporate Services, LLC of all of its right, title, interests, duties, obligations and liabilities in and to that certain Aircraft Mortgage and Security Agreement dated December 27, 2012, to Stony Point I, LLC, pursuant to that certain FAA Assignment and Assumption Agreement date as of 1 , 2013. 2115218 • FAA Assignment 3 WELLS FARGO EQUIPMENT FINANCE, INC. By Name: Dftvirl .3 Kuhn Title: Vir•.cf Prcc7,:chnt SDNY_GM_02758498 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245420 EFTA01329883
VHOW/1)10 £113 ViiONVM0 CO ZT lid T 93:', Eta ill31,011VV.13 1031:1LiCt10811 VVd H.LIM 03113 SDNY_GM_02758499 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024542I EFTA01329884
IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION* To: United States Federal Aviation Administration 2013 Re: Irrevocable De-Registration and Export Request Authorization The undersigned is the registered owner of one (I) Raytheon Aircraft Company model 400A aircraft (described on the International Registry drop-down menu as RAYTHEON AIRCRAFT COMPANY model 400A), bearing manufacturer's serial number RK-260, and United States Registration number N787TA together with two (2) Williams International Company LLC model F344.3AP aircraft engines (described on the International Registry drop-down menu as WILLIAMS INTERNATIONAL CO LLC model FJ44.3AP), bearing manufacturer's serial numbers 252745 and 252746 (together with all installed, incorporated of attached arrnsories, parts and equipment, the "aircraft"). This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of Wells Fargo Equipment Finance, Inc. (the "authorized party") under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests: (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the United States Aircraft Registry maintained by the United States Federal Aviation Administration for the purposes of Chapter III of the Convention on international Civil Aviation, signed at Chicago, on 7 December 1944; and (Is) procure the export and physical transfer of the aircraft from the United States of America; and (ii) confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall cooperate with the authorized party with a view to the speedy completion of such action. The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the authorized party. STONY POINT I, LLC By: Stony Point Group, Inc. its sole Member Na Title: ICC *now known as N727KG • This IDERA is linked to and part of that certain Aircraft Mortgage and Security Agreement dated December 27, 2012, by and between MWB Corporate Services, LLC, gmnppfgagor, and Wells Fargo Equipment Finance, Inc., as lender, filed with the FAA on December 27. 4V : Ind assigned by mortgagor to Stony Point I, LLC, pursuant to FAA Assignment and Assumption Agreement filed with the FAA on 2108686 SDNY_GM_02758500 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245422 EFTA01329885
ingnoi i in5bkAfl VW101WINO 1,i10 Vic101-1VTA0 00 Z1 Wd i 1334 UOZ ::OUNS1S103:: VV3 FILVA 03113 SDNY_GM_02758501 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245423 EFTA01329886
Annex I Aircraft: A certain Raytheon Aircraft Company model 400A aircraft (described on the International Registry drop-down menu as RAYTHEON AIRCRAFT COMPANY model 400A), bearing manufacturer's serial number RIC-260, and United States Registration number N787TA,"together with two (2) Williams International Company LLC model F344-3AP aircraft engines (described on the International Registry drop-down menu as WILLIAMS INTERNATIONAL CO LLC model FJ44.3AP), bearing manufacturer's serial numbers 252745 and 252746. Assigned Agreement: That certain Aircraft Mortgage and Security Agreement dated as of December 27, 2012, by and between Wells Fargo Equipment Finance, Inc., as lender, and MWB 1 2 / 27 1 Corporate Services, LLC, as mortgagor, which Aircraft on and Security Agreement was filed onneitgukwith the Federal Aviation Administration on / , and assigned Conveyance xbbrnbec Doc ID# 8947 *now known as N727KG 211513 FAA Assigsvnent 4 SDNY_GM_02758502 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245424 EFTA01329887
VNOIWIY0 Ail0 VW0HtflUO CO ZI bid I 93d £I0Z ;.:41V4181332: VV4 HIM 0311d SDNY_GM_02758503 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245425 EFTA01329888
DOCUMENT LEVEL ANNOTATIONS SEE RECORDED CONVEYANCE SG008967 DOC ID #8947 PAGE 1 SDNY_GM_02758504 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245426 EFTA01329889
SONY_GM_02758505 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245427 EFTA01329890
PCIVA APPROVED 0103 No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPOMADON MOW& Avalleill ADINient•TOWINAI meolealef AIDIONAIMKAL COFFER ADICSIAFf RECOSMOTIONAPPUCAMON CERT. ISSUE DATE nEar4EDnortago N 484CA- -.7a 711---6- NISCRAFTMAIMJFACTURER It WO& Raytheon Aircraft Company 400A AIRORARTSERIALNO. RK -260 FOR FAA USE ONLY TYPE OF REOISTPATSON (ChM% O. as El I. Inclhquel 02. Parencestip WA Gsrporabon 04. Go-Owner O S. OCTSTFIWII O 8. Non-Citizen GOrpOrMiNT O 9. ki".011ZOTI Cal al COCO". NAME OR APPUCAINI Pains tan co wane, el evoteMeie> II Itceekkel. Doe neat nee. Sal AS" Well "MN MOO • Stony Point I, LLC TELEPHONE RASHER I ) NX.IESS (Peynansnl mita. *dem Sr Int appicam On KW Of Pet ea is mud. LIED addron "ken." ("V"J 1 West Pack Square, Suite 305 Meet me *set Pun, Neu* PO. Sox: am Asheville SLUE NC EP CMG 28801 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 IT" a OM•m" m*" to tiny Oast" T` Oil els"rEINA "V be nab la punnlimoo try leo *odes inowlsonmos (U S. C000. Teo IS. Sec. leSt 1 • CERTIFICATION LANE C*RTt II) Mot ma above seat is weed In Ito widower...II wolosel. alto 4 • citizen NA:luting ForperalooN el the Used Sums for vying Rua. EN* Twos of vs ). TIT OITLEIGOLSS.DEEIDEESSIL a O "lad" eion. oldt Wan rsgistmeee [Ferrol - 151 or Form 1450 No • b CIA/co-mom earpOtalloa crowned anti aors banns and ma Rua POINTS a-el mod lira* Is b Yid Fernery Wed 'M Unted Steles Ilocexds or ere Poore Se ea" ter mspecton ai al MI: 01 This TYPE to a Fara as not meowed Les IM last el any been coxes ars logo Quoin:a el rAmorym m Method or No Men IAN min the Loan Awl's, Adronsmincet NOTE. II exeCuted Mr CO-Ownership all applicants must saan. Use reverse side I nocessery. OR PRIN NAME ‘OW SIGNATURE EACH PART OF THIS APPLICATION MUST BE SIGNED KINK. i o•-s. TITLE . , • . 1.1 intt FA/said DATE d - I - 17 ) , . Tina of.64ony ?aunt 4 • 4 1.49TACe lir S. breISMAStr DATE SIGNATURE TIME DATE NOTE PeTIPTET•PKARIRT4 C"1" 00 MAINE" OSSIFEMS" OM Sala NSW COMM brawled Ml 'n dooms el 90 "TA ding sewn bel• IN/ FINN ceps el as eppleille• met tie ceded In Oa wn AC FOP swot Crla POI 0062-0043269007) SONY_GM_0275E1506 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245428 EFTA01329891
• • VH0HV1)10 Al13 9P10HrIN0 00 at bid I 03d £IOZ 89 N0LLYALLS1038 1.0113111V VIA KIM 0311d SDNY_GM_027513507 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, EFTA_00245429 EFTA01329892
UNITED STATES OF AMERICA t .s. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADM INISWATION AIRCRAFT BILL OF SALE i {in ‘Nu IN CONSIDERATION OF S II & OVC THE UNDERSIGNED OWNER(S) OF ME I I I.I. LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNIT ED STATF.S REGISTRATION NUMBER N727KG formerly N787TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company 400A A IRC1tAFT SERIAL NUMBER RK-260 DoEsnus I DAY OF V-ejo • 2013 11 EREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS OF INDIVIDUAL(S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INMA LI Stony Point I, LLC 1 West Pack Square, Suite 305 Asheville, NC 28801 DEALER CERTIFICATE NUMBER AND TO ITS SUCCESSORS FeNGEWPOlebtlfettNtSTRATORS. AND ASSIGNS TO HAVE AND TO IIOLD SINGULARLY -me SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF We HAVE SET Our HAND AND SE:ALTHIS DAY OF Ce-b 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) MWB Corporate Services LLC Manager JOIrcy Ov.en -1-79' I3o ( rtyr 3a122S-.. tarni sr $5.00 02/01/2013 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 0052-00-629-0001) SUPERSEDES PREVIOUS EDITION SDNY_GM_02T58.508 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 NN N 0 0 '< 0 0 a a a O O EFTA_00245430 EFTA01329893
1/110Ht11310 ADO VIV0HV1110 00 ZI lid I 233 £[OZ t31:011VdISI338 1011011111 V1/4 1111M 03113 SDNY_GM_02758509 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245431 EFTA01329894






















