Extracted Text
Highlighting: “"Administrator"”
U.S. Department Aviation Safety V.O. Box 25504
of Transportation Oklahoma City, Oklahoma 73126-0504
(405) 964-3116
Federal Aviation Toe Free: 1.338.762.3434
WEB Address: http://registiy.taa.gov
Administration
Date of Issue: July 22, 2021
N550GP LLC
2151 E CONVENTION CENTER WAY
STE 222
ONTARIO, CA 91764-5496
II I III,.,1111.,,Iiilil.1.11.11111inll,,li1„1.1
Fax 405-681-9299
ATTENTION: TATS
T216269 This facsimile must be carried in the Aircraft as a Temporary Certificate of
Registration for
N550GP GULFSTREAM AEROSPACE GV-SP (G550) Serial 5173 and is valid until Aug
21, 2021.
This is not an airworthiness certificate. For airworthiness information, contact the nearest
Federal Aviation Administration Flight Standards District Office.
for
Kevin R. West
Acting Manager, Aircraft Registration Branch
Federal Aviation Administration
RWAR-FAX-4 (02/21)
SDNY_GM_02762185
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EFTA 00249107
EFTA01332625
SDNY_GM_02762186
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‘N° 4 DECLARATION a tita thir kir , ,k
c„e`ucct of Ei usl i,
INTERNATIONAL OPERATIONS
The undersigned owner of aircraft N 55c& p , Manufacturer Gultstream dest—fe
Model 611SP Serial Number 5173
declares that this aircraft is scheduled to make an international flight* on 7 5- ata\.
(dm)
as flight Number departing tbfese..a Konr)
(City)srme)
with a destination of 40nples /f•..1), (URN)
(City/Country)
'Dr required route between two points In the United States involves international navigation, explain under
Comments below, e.g. "partly over Canada" or "patty in international airspace".)
Expedited registration in support of this international flight is requested this
A) St- day of 20 21 with knowledge that:
Whoever, in any matter within the jurisdiction of the executive branch of the
Government of the United States, knowingly and willfully makes or uses any
false writing or document knowing the same to contain any materially false,
fictitious or fraudulent statement of representation shall be fined under Title 18
United States Code or imprisoned not more than 5 years, or both. 18 U.S.C.
§1001(a).
Name of Owner N5.50GP, LLC
CARC0PY I
Signature
Typed Name and Title of Signer 'ZtCoA40 Cr .1.our
Phone: Fax:
Comments:
•[Ifrequired route between two points in the United States involves international
navigation, explain under comments below, e.g. "partly over Canada" or "partly in
international airspace".]
Comments: Please fax the flying time wire to Insured Aircraft Title Service Inc. at 405-
681-9299.
corm m
Filed by:
Amy Shilling 722IIMEAlle
Insured Aircraft Title Service LLC
Phone
SDNY_GM_02762187
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA 00249109
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EFTA_00249 I 10
EFTA01332628
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ASSIGNMENT OF SPECIAL Special Registration Number
0 REGISTRATION NUMBERS
NSSOGP
vs. eacerwrint Aircraft Make arid Model Present Registration Nunta
et nsuirensam GULFSTREAM AEROSPACE GV-SP (G550) N2123E
Federal Avliburi Serial Number Issue Date:
Adadestranat 5173 Feb 24, 2021
ICAO AIRCRAFT ADDRESS CODE FOR N550GP - 51600017 This is your mita* to Mame
the Vaned Swat intimation
oumbu on the above demritor
N5500P LLC aircraft to the special
2151 E CONVENTION CENTER WAY regiatmlice cumber ton
STE 222
ONTARIO CA 91764-5496 Corry duplicate of Ms form in the
Ili aircraft together with the
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interim authority camerae the
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STD TRANSP
INSTRUCTIONS:
SIGN AND RETURN THE ORIGINAL of this font to din Clvil Aviation Registry, Aircraft Registration Branch, within 5 days
after the special registration number is placed on the anal& A revised certificate of aircraft registration will then be issued.
Obtain a revised certificate of airwordtinen from your nearest Flight Standards District Office.
The authority to sae the special number replies: Feb 24, 2022
CERTIFICATION: leanly that the maid registration number was placed RETURN FORM TO:
on the swan described above.
Civil Aviation Registry
Signature of Owoecr,„....----7 —
MaliteaC i tr
_.....„R Aircraft Registration Snatch
P.O. Box 25304
Oklahoma City, Oklahoma 73125-0504
Tide of Owner. eiMACICASAVE44F-6954404
Date Placed on Aircraft 3-l9-aoai
AC FORSI 505464 (SINS) Seponoke Frewlso EOM
Return Certificate of Registration to
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SDNY_GM_02762189
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EFTA 00249112
EFTA01332630
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DocuSign Envelope ID: C9C428F679CA-4100-A29F-423F14801014
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DEPARTMENT OF TRANSPORTATION
FEDERAL AVIATION ADMINISTRATION
FAA AIRCRAFT REGISTRY
P.O. Box 25504
°Idahoan City. Oklahoma 73125
0
AIRCRAFT SECURITY AGREEMENT
NAME & ADDRESS OF BORROWER:
yrs Pm oz:DI Tuoz/6T/Anv
N550GP, LLC
2151 E. Convention Center Way, Suite 222
Ontario, CA 91764
NAME & ADDRESS OF SECURED PARTY/LENDER:
Bank of Hope
3200 Wilshire Blvd.
7th Floor
Las Angeles, CA 90010
NAME & ADDRESS OF GRANTOR:
N550GP, LLC
2151 E. Convention Center Way, Suite 222 ABOVE SPACE
Ontario, CA 91764 FOR FAA USE ONLY
1. THIS AIRCRAFT SECURITY AGREEMENT dated May II, 2021, is made
and executed by N550GP, LLC, a California limited liability company ("Grantor'', in favor of
Bank of Hope ("Lender).
2. 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 stated in this Agreement with respect to the Collateral, in
addition to all other rights which Lender may have by law.
3. COLLATERAL. The word "Collateral" as used in this Agreement means the
following described Airframe, Engines, and Contracts, as defiled herein:
isIll2I345
SDNY_GM_02762191
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EFTA 00249113
EFTA01332631
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SDNY_GM_02762192
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA 00249114
EFTA01332632
DowSon Envelope VD C9C428Flin3CA-41064‘29F-423F148011)14
AIRCRAFT SERIAL FAA REGISTRATION
YEAR MFG MANUFACTURER MODEL NUMBER NUMBER NUMBER
2008 Gulfstream GV-SP (aka 5173 N212JE (Pending
Aerospace Gulfstream GV-SP change to N550GP)
Corporation (aka (G550) on the
GULFSTREAM on International
the International Registry drop down
Registry drop down mars)
menu)
ENGINE MODEL NUMBER(S) SERIAL NUMBER(S)
MAKE
Rolls-Royce BR700-710C4-11 (aka 15449
Deutschland BR7I0 on the
Ltd & Co KG International
(aka ROLLS Registry drop down
ROYCE on the menu)
International
Registry drop
down menu)
Rolls-Royce BR700-710C4-11 (aka 15448
Deutschland BR7I0 on the
Ltd & Co KG International
(aka ROLLS Registry drop down
ROYCE on the menu)
International
Registry drop
down menu)
AUXILIARY MODEL NUMBER SERIAL NUMBER
POWER UNIT
MAKE
HONEYWELL RE220 P-500
The word "Aircraft" also means and includes without limitation, (a) the Airframe, (b) the
Engines, (c) any propellers, and (d) related log books, manuals, diagrams and records.
The word "Airframe" means the Aircraft's airframe, together with any and all parts, appliances,
components, instruments, accessories, accessions, attachments, equipment, or avionics
(including, without limitation, radio, radar, navigation systems, or other electronic equipment)
installed in, appurtenant to, or delivered with or in respect of such airframe.
The word "Engines" means any engines described above together with any other aircraft engines
which either now or in the future are installed on, appurtenant to, or delivered with or in respect
of the Airframe, together with any and all parts, appliances, components, accessories, accessions,
attachments or equipment installed on, appurtenant to, or delivered with or in respect of such
engines. The word "Engines" shall also refer to any replacement aircraft engine which, under this
Agreement, is required or permitted to be installed upon the Airframe.
2
1511213453
SDNY_GM_02762193
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EFTA 00249115
EFTA01332633
SDNY_GM_02762194
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EFTA_00249 I 16
EFTA01332634
DowSign Envelope ID: C9C42BF8.78CA-41064.29F-423F14801014
repair
The word "Contracts" means any and all agreements, contracts, service contracts,
contracts, including the Engine Maintenance Program, insurance contracts.
contracts. maintenance
or
leases, purchase agreements, bills of sale and assignments, and any other instruments, contracts,
agreements of any kind with respect to the Collateral.
4. DURATION. This Agreement, including any representations, warranties and
time as
covenants contained herein, shall remain continuing, in full force and effect until such
costs, expenses, attorneys' fees
the Indebtedness secured hereby, including principal, interest,
have been paid in full, together with all additional sums that
and other fees and charges, shall
pay or advance on Grantor's behalf and interest thereon as provided in this
Lender may
Agreement.
5. REPRESENTATIONS, WARRANTIES, AND COVENANTS. Grantor
represents, warrants and covenants to Lender at all times while this Agreement is in effect as
follows:
5.1 Title. Grantor warrants that Grantor is the lawful owner of the Collateral and
holds good and marketable title to the Collateral, free and clear of all
Encumbrances except the lien of this Agreement. Grantor is, or concurrent with
the completion of the transactions contemplated by this Agreement will be, the
registered owner of the Aircraft pursuant to a proper registration under the
Transportation Code, and Grantor qualifies in all respects as a citizen of the
United States as defined in the Transportation Codc. If Grantor acquired its
interest in the Aircraft on or after the effective date of the Convention, the
ownership rights of Grantor shall be the subject of a valid and subsisting
registered contract of sale at the International Registry. Grantor shall defend
Lender's rights in the Collateral against the claims and demands of all other
persons. The Collateral is not and will not be registered under the laws of any
foreign country, and Grantor is and will remain a citizen of the United States as
defined in the Transportation Code.
5.2 Authority; Binding Effect, etc. Grantor is a limited liability company which is,
and at all times shall be, duly organized, validly existing, and in good standing
under and by virtue of the laws of the State of California. Grantor is duly
authorized to transact business in all other states in which Grantor is doing
business, having obtained all necessary filings, governmental licenses and
approvals for each state in which Grantor is doing business. Grantor has the full
right, power and authority to enter into the Note, the Related Documents, and this
Agreement and to grant a security interest in the Collateral to Lender. The Note,
the Related Documents, and this Agreement are binding upon Grantor as well as
Grantor's successors and assigns, and are legal, valid and binding obligations of
Grantor and arc legally enforceable in accordance with their terms. Grantor's
principal place of business is 2151 E. Convention Center Way, Suite 222, Ontario.
CA 91764, and unless Grantor has designated otherwise in writing, the Grantor's
principal place of business is the office at which Grantor keeps its complete logs,
manuals, books and records including its complete logs, manuals, books and
records concerning the Collateral. Grantor's exact legal name is: N550GP, LLC.
3
iSit2I345
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EFTA_00249I 17
EFTA01332635
SDNY_GM_02762196
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EFTA_00249 I IS
EFTA01332636
DoreSqn Emirippon C9C47618-7BCA-410644.29F-423F 14001014
five
Grantor has not used any trade, assumed or previous names within the past
years. Grantor has not merged with or into, or transferred all or substantially all
assets to, any other entity within the past five years. Grantor was situated in
of its
the United States, State of California at the time of the conclusion of this
Agreement. Grantor has the power to dispose of the Aircraft, as contemplated in
the Convention.
6. Authorization. Grantor's execution, delivery, and performance of the Note, this
action by
Agreement and all the Related Documents have been duly authorized by all necessary
result in a violation of, or constitute a default under (I) any
Grantor and do not conflict with,
of organization or membership agreements, or bylaws or articles
provision of Grantor's articles
upon Grantor or (2) any law.
of incorporation, or any agreement or other instrument binding
governmental regulation, court decree, or order applicable to Grantor or to Grantor's properties.
7. Litigation and Claims. No litigation, claim, investigation, administrative
or
proceeding or similar action (including those for unpaid taxes) against Grantor is pending
adversely affect Grantor's
threatened, and no other event has occurred which may materially
financial condition or properties, other than litigation, claims, or other events, if any, that have
been disclosed to and acknowledged by Lender in writing.
8. Taxes. All of Grantor's tax returns and reports that arc or were required to be
filed, have been filed, and all taxes, assessments and other governmental charges in connection
with the Aircraft and the Collateral have been paid in full, except those presently being or to be
contested by Grantor in good faith in the ordinary course of business and for which adequate
reserves have been provided.
9. Information. All information heretofore or contemporaneously herewith
furnished by Grantor to Lender for the purposes of or in connection with this Agreement or any
transaction contemplated hereby (including without limitation the description of the Aircraft) is,
and all information hereafter furnished by or on behalf of Grantor to Lender will be, true and
accurate in every material respect on the date as of which such information is dated or certified;
and none of such information is or will be incomplete by omitting to state any material fact
necessary to make such information not misleading.
10. Aircraft and Log Books. Grantor will keep accurate and complete logs,
manuals, books, and records relating to the Collateral, and will provide Lender with copies of
such reports and information relating to the Collateral as Lender may reasonably require from
time to time.
11. Airframe and Engines. The Airframe is type certified to transport at least eight
persons including crew, or goods in excess of 2750 kilograms and each of the Engines has at
least 1750 pounds of thrust or at least 550 rated take off shaft horsepower.
12. Perfection of Security Interest. The security interest granted herein constitutes a
valid and subsisting International Interest in the Aircraft under the Convention. Grantor grants
and covenants to continue a first priority perfected security interest (including an International
Interest) in and to the Collateral in favor of Lender. Grantor agrees to prepare and file financing
4
151/111451
SDNY_GM_02762197
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EFTA_00249I 19
EFTA01332637
SDNY_GM_02762198
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EFTA 00249120
EFTA01332638
DocuSign Envelops ID. C9C42BF8-7BCA-4100-AZIE-423F14001D14
statements and to take whatever other actions are requested by Lender to perfect and continue
Lender's security interests in the Collateral. Upon request of Lender. Grantor will deliver to
Lender any and all of the documents evidencing or constituting the Collateral, and Grantor will
note Lender's interest upon any and all chattel paper if not delivered to Lender 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 file this Agreement (and the
IDERA, as defined below), together with such notices, financing statements or other documents
or instruments as Lender may request from time to time to carry out fully the intent of this
Agreement, with the FAA in Oklahoma City, Oklahoma, United States of America 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) take all actions necessary to
initiate or consent to the registration of an International Interest in the Aircraft (or at Lender's
option, a Prospective International Interest) with the International Registry; (3) take all actions
necessary to initiate or consent to the registration of any other interests or rights pertaining to the
Collateral with the International Registry, as requested in the sole discretion of Lender; (4)
furnish to Lender evidence of every such recording, registering, and filing; and (5) 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 Geneva Convention, the Convention,
the International Registry, the laws and regulations of the FAA, the laws of the United States and
the laws and regulation of any of the various states or countries in which the Collateral is or may
fly over, operate in, or become located in. Grantor hereby appoints Lender as Grantor's
irrevocable anomey-in-fact for the sole purposes of preparing, executing, and/or filing any
documents necessary to perfect, amend or to continue the security interests granted in this
Agreement or to demand termination of filings of other secured parties. Lender may at any time,
and without further authorization from Grantor, file a carbon, photographic or other reproduction
of any financing statement or of this Agreement for use as a financing statement. Grantor will
reimburse Lender for all expenses for the perfection and the continuation of the perfection of
Lender's security interest in the Collateral.
13. Convention Requirements. Prior to funding by Lender, (a) Grantor shall
establish a valid and existing account with the International Registry, appoint an Administrator
and/or a Professional User acceptable to Lender to initiate or consent to registrations at the
International Registry with regard to the Collateral, and initiate the registration of an
International Interest (or, at Lender's option, a Prospective International Interest) in the
Collateral, with all such steps being completed except for the consent of Lender, (b) Grantor's
initiation of such registration at the International Registry shall not have expired or lapsed; (c)
Grantor shall execute and Lender shall have received a fully completed and originally executed
Irrevocable De-Registration and Export Request Authorization ("IDERA"), in the form attached
hereto as Exhibit A and acceptable to the FAA and Lender, (d) Grantor shall execute and Lender
shall have received a fully completed and originally executed Irrevocable Power of Attorney In
Fact (Aircraft Registration), in the form attached hereto as Exhibit B and acceptable to the FAA
and Lender, and (e) Grantor's Contract of Sale shall be registered and searchable in the
International Registry.
14. Performance of Contracts. Grantor hereby undertakes to perform all of its
obligations under the Note, this Agreement, any Related Documents and any Contracts and to
isisnii$
SDNY GM_02762199
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EFTA_00249I 21
EFTA01332639
SDNY_GM_02762200
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EFTA_00249 I 22
EFTA01332640
DaceSign Envelope ID. C9C428F8-78O1.4108-A2aF-C3F14801014
procure the performance of third parties (other than Lender) under the Related Documents and
any Contracts.
15. Notices to Lender. Grantor will promptly notify Lender in writing at Lender's
address shown above (or such other addresses as Lender may designate from time to time) prior
to any (I) change in Grantor's name; (2) change in Grantor's assumed business name(s); (3) (if
Grantor is a business) change in the ownership of the Grantor or management of the Grantor; (4)
change in the authorized signer(s); (5) change in Grantor's principal office address; (6) change in
Grantor's state of organization; (7) conversion of Grantor to a new or different type of business
entity; (8) merger of Grantor with or into, transfer by Grantor of all or substantially all of its
assets to, or acquisition by Grantor of all or substantially all of the assets of, any other entity; or
(9) 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 notice.
16. Location of the Collateral. Grantor will hangar or keep the Collateral at its
home airport or base location (the "Home Airport'), which is:
Chino Airport (CNO)
17. Maintenance, Use, Repairs, Inspections, and Licenses. Grantor, at its expense,
shall do, or cause to be done, in a timely manner with respect to the Collateral each and all of the
following:
17.1 Grantor shall maintain and keep the Collateral in as good condition and repair as
it is on the date of this Agreement, ordinary wear and tear excepted.
17.2 Grantor shall maintain and keep the Aircraft in good order and repair and in
airworthy condition in accordance with the requirements of the FAA and each of
the manufacturers' manuals and mandatory service bulletins and each of the
manufacturers' non-mandatory service bulletins which relate to airworthiness, and
as recommended or required by any rules, regulations, or guidelines of the FAA
and/or the manufacturer.
17.3 Grantor shall replace in or on the Airframe, any and all Engines, parts, appliances,
instruments or accessories which may be worn out, lost, destroyed or otherwise
rendered unfit for use.
17.4 Grantor shall cause to be performed, on all parts of the Aircraft, all applicable
mandatory airworthiness directives, Federal Aviation Regulations, special Federal
Aviation Regulations, and manufacturers' service bulletins relating to
airworthiness, the compliance date of which shall occur while this Agreement is
in effect.
17.5 Grantor shall be responsible for all required inspections of the Aircraft and
licensing or re-licensing of the Aircraft in accordance with all applicable FAA and
other governmental requirements. Grantor shall at all times cause the Aircraft to
6
153213451
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EFTA01332641
SDNY_GM_02762202
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EFTA 00249124
EFTA01332642
on:=Eign Envelope COCA28F8-7BCJVA1064.29F-423F118010is
have on board and in a conspicuous location a current Certificate of Airworthiness
issued by the FAA.
17.6 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 services.
part of
17.7 if any Engine, component, appliance, accessory, instrument, equipment or
a condition as to require overhaul, repair or
the Aircraft shall reach such
for any cause whatever, in order to comply with the standards for
replacement,
maintenance and other provisions set forth in this Agreement, Grantor may:
(a) Install on or in the Aircraft such items of substantially the same
or repair
type in temporary replacement of those then installed on the Aircraft, pending overhaul
provided, however, that such replacement items must be in such a
of the unsatisfactory item;
the standards for
condition as to be permissible for use upon the Aircraft in accordance with
Agreement; provided further, however, that
maintenance and other provisions set forth in this
or
Grantor at all times must retain unencumbered title to any and all items temporarily removed;
(b) Install on or in the Aircraft such items of substantially the same
type and value in permanent replacement of those then 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 accordance with the standards for maintenance and other provisions set forth
in this Agreement; provided further, however, that in the event Grantor shall be required or
permitted to install upon the Airframe or any Engine, components, appliances, 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:
Lender is not divested of its security interest in and lien
upon any item 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 item 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 liens and claims, of every kind
or nature, of all persons other than Lender;
(ii) Grantor's title to every substituted item shall immediately
be and become subject to the security interests and liens of Lender and each of the provisions of
this Agreement, and each such item shall remain so encumbered and so subject unless it is, in
turn, replaced by a substitute item in the manner permitted in this Agreement;
(iii) If an item 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 terms and conditions above, then the item which
is removed shall thereupon be free and clear of the security interests and liens of Lender; and
7
15i$21345.3
SDNY_GM_02762203
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA 00249125
EFTA01332643
SDNY_GM_02762204
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA_00249126
EFTA01332644
DecoSign Envelope ID: CSCAZBF8-70e.4.4106.429F-423F HamDI4
(iv) Such items are approved in writing by Lender in its sole
discretion.
17.8 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 shall be considered as an
accession to the Airframe.
17.9 If the Engines are enrolled in or become enrolled in an "Engine Maintenance
Program" at the time of loan application or anytime thereafter, Grantor represents,
warrants, and covenants that the Engines will continue to be enrolled in such
Engine Maintenance Program while this Agreement is in effect and until all
amounts owed to Lender are paid in full. "Engine Maintenance Program" means
the engine maintenance program provided by or similar to, but not limited to, any
of the following: AlliedSignal's MSP, Allison's Power by the Hour, CFE Corp's
CSP, Jet Support Services Inc.'s JSSI, Pratt & Whitney's ESP, Williams/Rolls'
Pfttl, Rolls Royce CorporateCare, and EMS.
17.10 If the auxiliary power unit ("API]") is enrolled in or becomes enrolled in a long-
term maintenance program at the time of loan application or anytime thereafter,
Grantor represents, warrants, and covenants that the API) will continue to be
enrolled in such maintenance program while this Agreement is in effect and until
all amounts owed to Lender are paid in full.
17.11 Grantor shall maintain all records, logs, and materials relating to the Aircraft
required by, and in accordance with, the FAA and its rules and regulations,
regardless of upon whom such requirements are, by their terms, normally
imposed.
17.12 The Aircraft shall be operated at all times by a currently certified pilot having the
minimum total pilot hours and pilot-in-command hours required by FAA rules or
regulations and applicable insurance policies.
17.13 Grantor shall use, operate, maintain, and store the Aircraft, and every pan thereof,
carefully and in compliance with all applicable statutes, ordinances, and
regulations of all jurisdictions in which the Aircraft is used, and with all
applicable insurance policies, manufacturer's recommendations and operating and
maintenance manuals, including, without limitation, EAR 91, 121, or 135, as
applicable, and all applicable maintenance, service, repair and overhaul manuals
and service bulletins published by manufacturers of the Aircraft or of the
accessories, equipment and parts installed in the Aircraft.
IS. Taxes, Assessments and Liens. Grantor will pay when due all taxes,
assessments and liens upon the Collateral, 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 lien if Grantor is in good faith conducting an appropriate proceeding to
contest the obligation to pay and so long as Lender's interest in the Collateral is not jeopardized
8
isill2I345.3
SDNY_GM_02762205
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA 00249127
EFTA01332645
SDNY_GM_02762206
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA 00249128
EFTA01332646
1300-6199E991bro ID C9C42BF67BCA-41011-929F-423F14801D14
in Lender's sole opinion. If the Collateral is subjected to a lien which is not discharged within
thirty (30) days, Grantor shall deposit with Lender cash, a sufficient corporate surety bond or
other security satisfactory to Lender in an amount adequate to provide for the discharge of the
lien plus any interest, costs or other charges that could accrue as a result of foreclosure or sale of
the Collateral. In any contest Grantor shall 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.
19. Compliance with Governmental Requirements. Grantor shall comply
promptly with all laws, ordinances and regulations of the FAA and all other governmental
authorities applicable to the use, operation, maintenance, overhauling or condition of the
Collateral. Grantor may contest in good faith any such law, ordinance or regulation and withhold
compliance during any proceeding, including appropriate appeals, so long as Lender's interest in
the Collateral, in Lender's opinion, is not jeopardized.
20. Maintenance of Insurance. Grantor shall procure and maintain at all times all
risks insurance on the Collateral, including without limitation, ground, taxiing and in flight
coverage, loss, damage, destruction, fire, theft, liability and hull insurance, and such other
insurance as Lender may require with respect to the Collateral, in form, amounts, coverages and
basis reasonably acceptable to Lender and issued by a company or companies reasonably
acceptable to Lender. Grantor shall further provide and maintain, at its sole cost and expense,
comprehensive public liability insurance, naming both Grantor and Lender as parties insured,
protecting against claims for bodily injury, death and/or property damage arising out of the use,
ownership, possession, operation and condition of the Aircraft, and further containing a broad
form contractual liability endorsement covering Grantor's obligations to indemnify Lender as
provided under this Agreement. Lender's other requirements for insurance as of the date of this
Agreement, subject to modification at Lender's reasonable discretion, include the following: (1)
the Borrower must be the named insured; (2) the policy must provide coverage to the engines
while removed from the Airframe; (3) unless otherwise consented to by Lender in writing, the
liability insurance policy must provide a minimum of S30 million liability coverage; (4) the all
risks policy must be for the greater of (a) the amount of the Indebtedness or (b) the full insurable
value of the Aircraft, and the basis must be the replacement value of the Aircraft; (5) the policy
must contain a Breach of Warranty Endorsement up to 90% of the policy; (6) coverage must be
maintained, in full force and effect, for the duration of the Note; (7) Bank of Hope (or its
assignee) must be named as lienholder and Loss Payee; (8) the policy must not prohibit the loss
payee from making insurance payments upon Grantor's failure to make payments or upon
Borrower's default; (9) the policy must include territorial limits; (10) the policy must include
coverage for possible seizure and/or impoundment, and/or war risk perils; (II) if the aircraft is to
be operated by a charter operator or is party to a lease agreement with a charter operator, and
Lender has consented to such use, the policy must include coverage for charter operation and for
spare parts (engines); and (12) the policy must provide for notification of the loss payees upon
termination of coverage. Such policies of insurance must also contain a provision, in form and
substance acceptable to Lender, prohibiting cancellation or the alteration of such insurance
without at least thirty (30) days' prior written notice to Lender of such intended cancellation or
alteration. Such insurance policies also shall include an endorsement providing that coverage in
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
9
I 5112174$
SDNY_GM_02762207
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA 00249129
EFTA01332647
SDNY_GM_02762208
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA 00249130
EFTA01332648
bocuSran leveler le C9C428F6-7BCA-4108429F-423F 14801014
policies of insurance. Grantor, upon request of Lender, will deliver to lender from time to time
the policies or certificates of insurance in form satisfactory to Lender. In connection with all
policies covering assets in which Lender holds or is offered a security interest for the
Indebtedness, Grantor will provide Lender with such lender's loss payable or other endorsements
as Lender 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 policies
required to be carried and maintained under this 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.
21. Failure to Provide Insurance. Grantor acknowledges and agrees that if Grantor
fails to provide any required insurance or fails to continue such insurance in force, Lender may
do so at Grantor's expense. The cost of any such insurance, at the option of Lender, shall be
added to the Indebtedness. Grantor acknowledges that if Lender so purchases any such
insurance, the insurance will provide limited protection against physical damage to the
Collateral, up to an amount equal to the unpaid balance of the debt. Grantor's equity in the
Collateral may not be insured. In addition, the insurance may not provide any public liability or
property damage indemnification and may not meet the requirements of any financial
responsibility laws.
22. Application of Insurance Proceeds. Grantor shall promptly (not to exceed
seven (7) days) notify Lender of any loss or damage to the Collateral in excess of $50,000,
whether or not such casualty 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. Lender shall have the right to
receive directly the proceeds of any insurance payable to Grantor on the Collateral; and the
insurance proceeds shall be paid directly to Lender. If Lender consents to repair or replacement
of the damaged or destroyed Collateral, Lender shall, upon satisfactory proof of expenditure, pay
or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration. If lender
does not consent to repair or replacement of the Collateral, lender shall retain a sufficient
amount of the proceeds to pay all of the Indebtedness, and shall pay the balance to Grantor. Any
proceeds which have not been disbursed within six (6) months after their receipt and which
Grantor has not committed to the repair or restoration of the Collateral shall be used to prepay
the Indebtedness.
23. Insurance Reports. Grantor, upon request of Lender, shall furnish to Lender
reports on each existing policy of insurance showing such information as Lender may reasonably
request including, but not limited to, 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 current value on the
basis of which insurance has been obtained and the manner of determining that value; and (6) the
expiration date of the policy. In addition, Grantor shall upon request by Lender (however not
more often than annually) have an independent appraiser satisfactory to Lender determine, as
applicable, the cash value or replacement cost of the Collateral.
24. Notice of Encumbrances and Events of Default. Grantor shall immediately
notify Lender in writing upon the filing of any attachment, lien, judicial process, or claim
relating to the Collateral. Grantor additionally agrees to immediately notify Lender in writing
10
W821345I
SDNYGM_02762209
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA_0024913I
EFTA01332649
SDNY_GM_02762210
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA_00249 I 32
EFTA01332650
DacuSgn Enyelcpe ID. C9C4213F8-7BCA.-4108-A29F -4Z3F14430' D14
upon the occurrence of any Event of Default, or event that with the passage of time, failure to
cure, or giving of notice, may result in an Event of Default under any of Grantor's obligations
that may be secured by any presently existing or future Encumbrance, or that may result in an
Encumbrance affecting the Collateral, or should the Collateral be seized or attached or levied
upon, or threatened by seizure or attachment or levy, by any person other than Lender.
25. Notices of Claims and Litigation. Grantor will promptly inform Lender in
writing of (I) all material adverse changes in Grantor's financial condition, (2) all existing and
all threatened litigation, claims, investigations, administrative proceedings or similar actions
affecting or concerning in any manner the Collateral, and (3) all existing and all threatened
litigation, claims, investigations, administrative proceedings or similar actions affecting or
concerning in any mariner the Grantor or any Guarantor which could materially affect the
financial condition of Grantor or the financial condition of any Guarantor.
26. Inspection. Grantor shall permit employees or agents of Lender: (I) to inspect, at
Lender's cost, the Aircraft, Engines and APU once per year and thereafter as reasonably
requested by Lender; (2) to inspect all other Collateral (including the logs, books, manuals and
records comprising or related to the Collateral) for the Indebtedness, at any reasonable time, and
(3) to examine or audit Grantor's books, financial statements, accounts, and records and to make
copies and memoranda of Grantor's books, financial statements, accounts, and records, at any
reasonable time, upon reasonable notice to Grantor; provided, however, upon an Event of
Default, Lender may inspect any and all Collateral at any time, at Grantor's expense.
27. Compliance Certificates. Unless waived in writing by Lender, Grantor shall
provide Lender within forty-five (45) days after the end of the nine month period following the
Funding Date (the "Compliance Due Day") and within ninety (90) days annually of the
Compliance Due Day thereafter, with a certificate executed by Grantor's chief financial officer
and pilot, or other officer or person acceptable to Lender, certifying that or providing (a) the
representations and warranties set forth in this Agreement arc true and correct as of the date of
the certificate; (b) as of the date of the certificate, no Event of Default exists under this
Agreement; (c) the Grantor has maintained and kept the Collateral in good order and repair and
in airworthy condition in accordance with the requirements of each of the manufacturers'
manuals and mandatory service bulletins and each of the manufacturers' non-mandatory service
bulletins which relate to airworthiness; (d) the Grantor has performed, on all parts of the
Collateral, all applicable mandatory airworthiness directives, and regulation of the Federal
Aviation Administration; (e) the total number of hours and landings on the Airframe; (f) the total
number of hours on the Engines since their last major overhaul or core; (g) verification that the
Engines are enrolled in an Engine Maintenance Program; (h) verification that the APU is
enrolled in a long-term maintenance program; and (i) the Engine serial numbers.
28. Additional Assurances. Grantor will make, execute and deliver to Lender such
promissory notes, mortgages, security agreements, assignments, financing statements,
instruments, documents and other agreements as Lender or its attorneys may reasonably request
to evidence and secure the Note and/or the Indebtedness.
29. Continuation. The foregoing representations and warranties, and all other
representations and warranties contained in the Note, the Related Documents, and this
II
15)871145 3
SDNY_GM_02762211
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFIA_00249133
EFTA01332651
SDNY GM 02762212
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA_00249134
EFTA01332652
Docusign Enveope ID. C9C428F678CA-4106a29F-423F14801014
Agreement are and shall be continuing in nature and shall remain in full force and effect until
such time as the Note and all other obligations of Grantor to the Lender are paid in full and until
this Agreement is terminated or cancelled as provided herein.
30. PROHIBITIONS REGARDING COLLATERAL. Grantor represents,
warrants and covenants to Lender while this Agreement remains in effect as follows:
30.1 Transactions Involving Collateral. Without the prior written consent by
Lender, (i) Grantor shall not sell, offer to sell, or otherwise transfer or dispose of
the Collateral, and (ii) Grantor shall not lease, pledge, mortgage, encumber or
otherwise permit the Collateral to be subject to any lien, security interest,
encumbrance, or charge, other than the security interest provided for in this
Agreement. 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 Collateral (for whatever reason) shall be held in trust
for Lender, and shall not be commingled with any other funds; provided however,
this requirement shall not constitute consent by Lender to any sale or other
disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to
Lender.
30.2 No Commercial Use. Grantor shall use the Collateral solely for business
purposes. Grantor shall not, without prior written consent of Lender, use the
Collateral, or permit the Collateral to be used, in Commercial Operations, except
Grantor may operate the Collateral on a FAR Pan 135 basis, provided the use is
covered by Grantor's insurance policy for the Collateral.
30.3 Removal of the Collateral. Except for routine use, Grantor shall not change the
Home Airport or remove the Collateral from the Home Airport without prior
written notice to Lender. Grantor shall, if an Event of Default has occurred, advise
Lender of the exact location of the Collateral upon Lender's request. Grantor
shall not base, or permit the Collateral to be based, outside the continental United
States of America.
30.4 Travel Restrictions. Grantor shall not operate or locate the Collateral, or permit
the Collateral to be operated, located, or flown (i) outside the continental United
States without war risk coverage, (ii) in or over any country for which the U.S.
State Department has issued travel restrictions (excluding any such travel
restriction made solely with respect to the spread of Covid- I 9), (iii) in or over any
country or jurisdiction that does not maintain full diplomatic relations with the
United States, (iv) in or over any area of hostilities, or (v) in or over any
geographic area not covered by the insurance then in effect. Without limiting the
foregoing. Grantor agrees that at no time during the effectiveness of this
Agreement shall the Collateral be operated in, flown over, or temporarily located
in any jurisdiction, unless the Geneva Convention, together with its necessary
enacting rules and regulations (or some comparable treaty and regulations
satisfactory to Lender) shall be in effect in such jurisdiction and any notices,
financing statements, documents, or instruments necessary or required, in the
12
15321)453
SDNY_GM_02762213
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA 00249135
EFTA01332653
SDNY_GM_02762214
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA 00249136
EFTA01332654
DowSign Envelope 10 C9CA2aF6-70CA-410B-A29F-423F14801014
opinion of Lender, to be filed in such jurisdiction shall have been filed and file
stamped copies thereof shall have been furnished to Lender. Notwithstanding the
foregoing, at no time shall the Collateral be operated in or over any area which
may expose Lender to any penalty, fine, sanction or other liability, whether civil
or criminal, under any applicable law, rule, treaty or convention; nor may the
Collateral 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, detention
or destruction.
30.5 No Removal of Parts. Except as permitted or required in the section of this
Agreement titled "Maintenance, Use, Repairs, Inspections, and Licenses,"
Grantor shall 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 insurer.
30.6 Modifications. Grantor shall not, without the prior written consent of Lender,
modify the Aircraft in any material way, including but not limited to, the
Aircraft's function or operating capability.
31. Future Encumbrances. Grantor shall 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 or being filed against the
Collateral, or any part or parts thereof, in favor of anyone other than Lender. Grantor shall
further promptly pay when due all statements and charges of airport authorities, mechanics,
laborers, materialmen, 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 shall not file or register (or consent to the filing or
registration of) any International Interest, Contract of Sale, or subordination, whether prospective
or otherwise (or any amendment, assignment, modification, supplement, subordination or
subrogation thereof) pertaining to the Aircraft, with the FAA or the International Registry without
the prior written consent of Lender, which may be withheld in its sole discretion. Grantor shall not
execute or deliver an IDERA in favor of any party other than the Lender without the prior written
consent of Lender, which may he withheld in its sole discretion. Grantor additionally agrees to
obtain, upon request by Lender, and in form and substance as may then be satisfactory to Lender,
appropriate releases, terminations, discharges, waivers and/or subordinations of any
Encumbrances that may affect the Collateral at any timc and, at Lender's option cause same to
be filed or registered with the FAA or International Registry as applicable.
32. GRANTOR'S RIGHT TO POSSESSION. Until an Event of Default, Grantor
shall have the possession and beneficial use of the Collateral and may use it in any lawful
manner not inconsistent with this Agreement or the Related Documents.
33. LENDER'S EXPENDITURES. If any action or proceeding is commenced that
would materially affect Lender's interest in the Collateral or if Grantor fails to comply with any
provision of this Agreement or any Related Documents, including but not limited to Grantor's
failure to discharge or pay when due any amounts Grantor is required to discharge or pay under
13
uiui 145.1
SDNY GM 02762215
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA 00249137
EFTA01332655
SDNY_GM_02762216
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA_00249 I 38
EFTA01332656
Dociagn Emil**, ID. C9CAZEW6-7IIICA-4108-A29f..423F14/101O14
this Agreement or any Related Documents, Lender, on Grantor's behalf, may (but shall not be
obligated to) take any action that Lender deems appropriate, including but not limited to
of Sale,
discharging or paying all taxes, liens, security interests, International Interests, Contracts
encumbrances and other claims (including the filing of any interest with the FAA or the
registration of any interest with the International Registry), at any time levied or placed on the
Collateral and paying all costs for inspecting, repairing, operating, insuring, maintaining and
purposes
preserving the Collateral. All such expenditures incurred or paid by Lender for such
will then bear interest at the rate charged under the Note from the date incurred or paid by
of the
(.ender to the date of repayment by Grantor. All such expenses will become a part
Indebtedness and, at Lender's option, will (i) be payable on demand; (ii) be added to the balance
of the Note and be apportioned among and be payable with any installment payments to become
term of
due during either (a) the terms of any applicable insurance policy; or (b) the remaining
the Note; or (iii) be treated as a balloon payment which will be due and payable at the Note's
will secure payment of these amounts. Such right shall be in
maturity. This Agreement also
addition to all other rights and remedies to which Lender may be entitled upon an Event of
Default.
34. DEFAULT. Each of the following shall constitute an Event of Default under this
Agreement:
34.1 Note Default. Any Event of Default under the Note or the Indebtedness.
34.2 Other Defaults. Grantor fails to comply with or to perform any other term,
obligation, covenant or condition contained in this Agreement, the Note, the
Indebtedness, or the Related Documents or to comply with or to perform any
term, obligation, covenant or condition contained in any other agreement between
Lender and Grantor.
34.3 Defective Collateralization. This Agreement, the Note, or any of the Related
Documents ceases to be in full force and effect (including failure of any collateral
document to create a valid and perfected first priority security interest or lien) at
any time and for any reason.
34.4 False Statements. Any warranty, representation or statement made or furnished
to Lender by Grantor or on Grantor's behalf under the Note, this Aircraft Security
Agreement, or the Related Documents is false or misleading in any material
respect, either now or at the time made or furnished or becomes false or
misleading at any time thereafter.
34.5 Death or Insolvency. The dissolution or termination of Grantor's existence
(regardless of whether election to continue is made), the death of Grantor (if
Grantor is an individual), the death of any member of Grantor or any member
withdraws from Grantor (if Grantor is a Limited Liability Company), or any other
termination of Grantor's existence as a going business, the insolvency of Grantor,
the appointment of a receiver for any part of Grantor's 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 or against Grantor.
t4
151821345
SDNY_GM_02762217
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA 00249139
EFTA01332657
SDNY_GM_02762218
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA_00249 I 40
EFTA01332658
DocuSon Envelop" C9CA2EIFIRMEA-41064.29F-423F14801014
34.6 Creditor or Forfeiture Proceedings. Commencement of foreclosure or
forfeiture proceedings, whether by judicial proceeding, self-help, repossession or
any other method, by any creditor of Grantor or by any governmental agency
against any collateral securing the loan. This includes a garnishment of any of
Grantor's accounts, including 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 claim which is 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 a surety bond for the
creditor or forfeiture proceeding, in an amount determined by Lender, in its
reasonable discretion, as being an adequate reserve or bond for the dispute.
34.7 Events Affecting Guarantor. If a Guarantor(s) exists: Any of the preceding
events occurs with respect to any Guarantor, endorser, surety, or accommodation
party of any of the Indebtedness or any Guarantor, endorser, surety, or
accommodation party dies or becomes incompetent, or revokes or disputes the
validity of, or liability under, any Guaranty of the Indebtedness.
30.8 Change in Ownership or Management. If the Grantor is an entity (including
without limitation, a partnership, a limited partnership, a limited liability
company, or a corporation), any change in ownership or control of twenty-five
percent (25%) or more of the equity interests of Grantor or any change in the
management of Grantor, whether voluntary or involuntary or resulting from the
death of an owner or manager of the Grantor.
35. RIGHT TO CURE. If any Event of Default, other than a default on
Indebtedness, is curable and if Borrower or Grantor, as the case may be, has not been given a
notice of a similar Event of Default within the preceding twelve (12) months, it may be cured if
Borrower or Grantor, as the case may be, after Lender sends written notice to Borrower or
Grantor, as the case may be, demanding cure of such Event of Default: (I) cure the Event of
Default within fifteen (IS) days; or (2) if the cure requires more than fifteen (IS) days,
immediately initiate steps which Lender deems in Lender's sole discretion to be sufficient to cure
the Event of Default and thereafter continue and complete all reasonable and necessary steps
sufficient to produce compliance as soon as reasonably practical.
36. RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs
under this Agreement, at any time thereafter, Lender shall have all the rights of a secured party
under the Uniform Commercial Code and a creditor under the Convention, and Lender shall have
and may exercise any or all other rights and remedies it may have available at law, in equity, or
otherwise. In addition and without limitation, Lender may exercise any one or more of the
following rights and remedies:
36.1 Accelerate Indebtedness. Lender may declare the entire Indebtedness, including
any prepayment premium which Grantor would be required to pay, immediately
due and payable, without notice of any kind to Grantor.
IS
111821145.1
SDNY_GM_02762219
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA 00249141
EFTA01332659
SDNY_GM_02762220
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA 00249142
EFTA01332660
DocuSign Emig&9e ID: C9O.28F8-TSCA-4108-AM-423F MIDID14
36.2 Assemble Collateral. Lender may require Grantor to deliver to Lender all or any
portion of the Collateral and any and all certificates of title and other documents
relating to the Collateral. Lender may require Grantor to assemble the Collateral
and make it available to Lender at a place to be designated by Lender. Lender also
shall have full power to enter upon the property of Grantor to take possession of
and 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.
36.3 Sale of the Collateral. Lender shall have full power to sell, lease, transfer, or
otherwise deal with the Collateral or proceeds thereof in Lender's own name or
that of Grantor. Lender may sell the Collateral at public auction or private sale.
Unless the Collateral threatens to decline speedily in value or is of 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 place of any public
sale, or the time after which any private sale 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 notification of sale. The requirements of reasonable notice
shall be met if such notice is given at least ten (10) business days before the time
of the sale or disposition. All expenses relating to the disposition of the Collateral,
including without limitation the expenses of retaking, inspecting, repairing,
operating, holding, insuring, preparing for sale and selling the Collateral, shall
become a pan 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.
36.4 Appoint Receiver. Lender shall have the right to have a receiver appointed to
take possession of all 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 Collateral exceeds the Indebtedness
by a substantial amount. Employment by Lender shall not disqualify a person
from serving as a receiver.
36.5 Obtain Deficiency. If Lender chooses to sell any or all of the Collateral, Lender
may obtain a judgment 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.
36.6 Election of Remedies. Except as may be prohibited by applicable law, all of
Lender's rights and remedies, whether evidenced by this Agreement, the Related
Documents, or by any other writing, shall be cumulative and may be exercised
singularly or concurrently. Election by Lender to pursue any remedy shall not
exclude pursuit of any other remedy, and an election to make expenditures or to
16
1513213451
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EFTA_00249I 43
EFTA01332661
SDNY_GM_02762222
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA_00249144
EFTA01332662
DowSign Envekgr C9Ce28F&7BCAi10SA29F-423114001014
take action to perform an obligation of Grantor under this Agreement, after
Grantor's failure to perform, shall not affect Lender's right to declare a default
and exercise its remedies.
36.7 Convention Remedies. In addition to the remedies previously set forth in this
Agreement, Lender has all remedies available to a creditor under the Convention
(and Grantor affirmatively agrees that Lender has all the rights and remedies, and
can exercise all of the rights and remedies, granted a creditor under the
Convention), including but not limited to (a) if Grantor is in possession, custody
or control of the Collateral, Lender may enter Grantor's or any other person's
premises and take possession of such Collateral; (b) to require Grantor to
assemble and make available such Collateral at a location selected by Lender; (c)
to sell, lease or otherwise dispose or cause the Grantor to sell, lease or otherwise
dispose of the Collateral; (d) collect or receive any income, rents or profits arising
from the management or use of the Collateral; and (c) procure the deregistration
of the registration of the Aircraft and export of the Aircraft to a jurisdiction of
Lender's choice pursuant to the IDERA.
37. INDEMNIFICATION OF LENDER. Grantor agrees to indemnify, to defend
and to save and hold Lender harmless from any and all claims, suits, obligations, damages,
losses, costs and expenses (including, without limitation, Lender's reasonable attorneys' fees),
demands, liabilities. penalties, lints and forfeitures of any nature whatsoever that may be
asserted against or incurred by Lender, its officers, directors, employees, and agents arising out
and
of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights
remedies granted Lender under this Agreement, except in the case of any such claims, losses, or
expenses arising out of Lender's gross negligence or willful misconduct. The foregoing
indemnity provisions shall survive the cancellation of this Agreement as to all matters arising 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 an
Event of Default hereunder.
38. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions
are a part of this Agreement:
38.1 Assignment. Lender may transfer or assign all or any part of its interest in this
Agreement, together with any Related Documents, and Grantor hereby consents
to any and all assignments or sales of, or the granting of participations in, this
Agreement and any Related Documents, by Lender and any purchaser or assignee
of any interest in this Agreement and any Related Documents. Grantor shall not
sell, assign, transfer, encumber or convey any of its interests in the Collateral or in
this Agreement or any Related Documents, without the prior written consent of
Lender, which may be withheld in its sole discretion.
38.2 Amendments. This Agreement, together with any Related Documents,
constitutes the entire understanding and agreement of the parties as to the matters
set forth in this Agreement. No alteration of or amendment to this Agreement
17
ISit21343
SDNY_GM_02762223
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EFTA_00249I 45
EFTA01332663
SDNY_GM_02762224
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA_00249 I 46
EFTA01332664
DowShan Envelope ID: C9CA2BFB-7BCA-4108a29F-123,14801014
shall be effective unless given in writing and signed by the party or panics sought
to be charged or bound by the alteration or amendment.
383 Anti-Money Laundering/International Trade Law Compliance. The
Borrower represents and warrants to the Lender, as of the date of this Agreement,
the date of each advance of proceeds under the Note, the date of any renewal.
extension or modification of the Note, and at all times until the Note has been
terminated and all amounts thereunder have been indefeasibly paid in full, that:
(a) no Covered Entity (i) is a Sanctioned Person; (ii) has any of its assets in a
Sanctioned Country or in the possession, custody or control of a Sanctioned
Person; or (iii) does business in or with, or derives any of its operating income
from investments in or transactions with, any Sanctioned Country or Sanctioned
Person in violation of any law, regulation, order or directive enforced by any
Compliance Authority; (b) the proceeds of the Note will not be used to fund any
operations in, finance any investments or activities in, or, make any payments to,
a Sanctioned Country or Sanctioned Person in violation of any law, regulation,
order or directive enforced by any Compliance Authority; (c) the funds used to
repay the Note are not derived from any unlawful activity; and (d) each Covered
Entity is in compliance with, and no Covered Entity engages in any dealings or
transactions prohibited by, any laws of the United States, including but not limited
to any Anti-Terrorism Laws. Borrower covenants and agrees that it shall
immediately notify the Lender in writing upon the occurrence of a Reportable
Compliance Event. As used herein: "Anti-Terrorism Laws" means any laws
relating to terrorism, trade sanctions programs and embargoes, import/export
licensing, money laundering, or bribery, all as amended, supplemented or
replaced from time to time; "Compliance Authority" means each and all of the (a)
U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury
Department/Financial Crimes Enforcement Network, (c) U.S. State
Department/Directorate of Defense Trade Controls, (d) U.S. Commerce
Department/Bureau of Industry and Security, (e) U.S. Internal Revenue Service,
(f) U.S. Justice Department, and (g) U.S. Securities and Exchange Commission;
"Covered Entity" means the Borrower, its affiliates and subsidiaries, all
guarantors, pledgers of collateral, all owners of the foregoing, and all brokers or
other agents of the Borrower acting in any capacity in connection with the Note;
"Reportable Compliance Event" means that any Covered Entity becomes a
Sanctioned Person, or is indicted, arraigned, investigated or custodially detained,
or receives an inquiry from regulatory or law enforcement officials, in connection
with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law,
or self-discovers facts or circumstances implicating any aspect of its operations
with the actual or possible violation of any Anti-Terrorism Law; "Sanctioned
Country" means a country subject to a sanctions program maintained by any
Compliance Authority; and "Sanctioned Perron" means any individual person,
group, regime, entity or thing listed or otherwise recognized as a specially
designated, prohibited, sanctioned or debarred person or entity, or subject to any
limitations or prohibitions (including but not limited to the blocking of property or
rejection of transactions), under any order or directive of any Compliance
28.
1518213453
SDNY_GM_02762225
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EFTA 00249147
EFTA01332665
SDNY_GM_02762226
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA_00249 I 48
EFTA01332666
DecoSign Entity, ID: C9C428F8-7BCA-4106-A29F-423F14801D14
Authority or otherwise subject to, or specially designated under, any sanctions
program maintained by any Compliance Authority.
38.4 Caption Readings. Caption headings in this Agreement are for convenience
purposes only and are not to be used to interpret or define the provisions of this
Agreement.
38.5 Governing Law and Jurisdiction. The Note, this Aircraft Security Agreement,
and the Related Documents have been delivered to Lender and accepted by
Lender in the State of California. The Note, this Aircraft Security Agreement,
and the Related Documents will be governed by, construed and enforced in
a
accordance with federal laws and the laws of the State of California. If there is
lawsuit, Grantor consents to the jurisdiction of all state and federal courts located
within Los Angeles County, State of California, and Grantor agrees upon
Lender's request to submit to the jurisdiction of the courts of Los Angeles
County. State of California.
384 Notices. Any notice required to be given under the Note, the Related Documents,
or this Agreement shall be given in writing, and shall be effective when actually
delivered, when actually received by telcfacsimilc (unless otherwise required by
law), when deposited with a nationally recognized overnight courier, or, if mailed,
when deposited in the United States mail, as first class, certified or registered mail
postage prepaid, directed to the addresses shown near the beginning of this
Agreement. For notice purposes, Grantor agrees to keep Lender informed at all
times of Grantor's current address. Unless otherwise provided or required by law,
if there is more than one Grantor, any notice given by Lender to any Grantor is
deemed to be notice given to all Grantors.
38.7 Severability. If a court of competent jurisdiction finds any provision of the Note,
the Related Documents, or this Agreement to be illegal, invalid, or unenforceable
as to any circumstance, that finding shall not make the offending provision illegal,
invalid, or unenforceable as to any other circumstance. If feasible, the offending
provision shall be considered modified so that it becomes legal, valid and
enforceable. If the offending provision cannot be so modified, it shall be
considered deleted from the Note, the Related Documents, or this Agreement.
Unless otherwise required by law, the illegality, invalidity, or unenforceability of
any provision of the Note, the Related Documents, or this Agreement shall not
affect the legality, validity or enforceability of any other provision of the Note,
the Related Documents, or this Agreement.
38.8 Successors and Assigns. Subject to any limitations stated in the Note, the
Related Documents, or this Agreement, on transfer of Grantor's interest, the Note,
the Related Documents, and this Agreement shall be binding upon and inure to
the benefit of the parties, their successors and assigns. If ownership of the
Collateral becomes vested in a person other than Grantor, Lender, without notice
to Grantor, may deal with Grantor's successors with reference to this Agreement
and the Indebtedness by way of forbearance or extension without releasing
19
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EFTA 00249149
EFTA01332667
SDNY_GM_02762228
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA 00249150
EFTA01332668
DowSign Envelope ID. C9CA2aFer713CA.4108-A29F-423F 14801014
Grantor from the obligations and liabilities of the Note, the Related Documents or
this Agreement.
38.9 Survival of Representations and Warranties. All representations, warranties,
and agreements made by Grantor in this Agreement, the Note, and the Related
Documents shall survive the execution and delivery of this Agreement, the Note,
and the Related Documents, and shall be continuing in nature, and shall remain in
full force and effect until such time as Grantor's Indebtedness shall he paid in full.
38.10 No Waiver by Lender. Lender shall not be deemed to have waived any rights
under the Note, the Related Documents, or this Agreement unless such waiver is
given in writing and signed by Lender. No delay or omission on the part of
Lender in exercising any rights under the Note, the Related Documents, or this
Agreement shall operate as a waiver of such right or any other right. A waiver by
Lender of a provision of the Note, the Related Documents, or this Agreement
shall not prejudice or constitute a waiver of Lender's right otherwise to demand
strict compliance with that provision or any other provision of the Note, the
Related Documents, or this Agreement. No prior waiver by Lender, nor any
course of dealing between Lender and Grantor, shall constitute a waiver of any of
Lender's rights or of any of Grantor's obligations as to any future transactions.
Whenever the consent of Lender is required under the Note, the Related
Documents or this Agreement, the granting of such consent by Lender in any
instance shall not constitute continuing consent to subsequent instances where
such consent is required and in all cases such consent may be granted or withheld
in the sole discretion of Lender.
38.11 Waive Jury. All panics to this Agreement hereby waive the right to any jury trial
in any action, proceeding, or counterclaim brought by any party against any other
party.
39. DEFINITIONS. The following capitalized words and terms shall have the
following meanings when used in this Agreement, the Note, and any Related Documents. Unless
specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful
money of the United States of America. Words and terms used in the singular shall include the
plural, and the plural shall include the singular, as the context may require. Words and terms not
otherwise defined in this Agreement shall have the meanings attributed to such terms in the
United States Code and Regulations thereunder dealing with or involving Aircraft, commercial
instruments relating to such Aircraft, and in the Uniform Commercial Code:
39.1 Agreement. The word "Agreement' means this Aircraft Security Agreement, as
this Aircraft Security Agreement may be amended or modified from time to time,
together with all exhibits and schedules attached to this Aircraft Security
Agreement from time to time.
39.2 Aircraft and Business Loan Agreement. The words "Aircraft and Business
Loan Agreement" mean that certain Aircraft and Business Loan Agreement dated
as of May I I, 2021, by and between Lender and Borrower.
20
:5i42;)45 I
SDNYGM02762229
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EFTA_00249 151
EFTA01332669
SDNY_GM_02762230
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA_00249 I 52
EFTA01332670
DOWSiOr, Envelope ID. alCAZBES-TEICA-4106429F-423FINVID14
393 Borrower. The word "Borrower" means N550GP, LLC.
39.4 Collateral. The word "Collateral' means (I) all of Grantor's right, title and
interest in and to all the Collateral as described in the Collateral section of this
Agreement, and (2) all other property and assets granted as security for the Note,
whether real or personal property, whether granted directly or indirectly, whether
granted now or in the future, and whether granted in the form of a security
interest assignment, pledge, chattel mortgage, trust receipt, lien, or any other
security or lien interest whatsoever, whether created by law, contract, or
otherwise.
39.5 Commercial Operations. The words "Commercial Operations" mean the
carriage by aircraft in air commerce of persons or property for compensation or
hire. Commercial Operations do not include carriage by aircraft in air commerce
of Grantor's employees or invitees or Grantor's own property.
39.6 Consolidated Text. The words "Consolidated Text' mean the combination of
the Convention and Protocol that was authorized pursuant to Resolution No. I
adopted by the Cape Town Diplomatic Conference.
39.7 Convention. The word "Convention" means the Convention on International
Interests in Mobile Equipment, and the Protocol to the Convention on
International Interests in Mobile Equipment on Matters Specific to Aircraft
Equipment, both signed in Cape Town, South Africa on November 16, 2001, as
ratified by the United States, together with the Regulations for the International
Registry and the International Registry Procedures, and all other rules,
modifications, amendments, supplements, and revisions thereto.
39.8 Encumbrance. The word "Encumbrance" means any and all presently existing
or future mortgages, liens, privileges, International Interest and other contractual
and statutory security interests and rights, of every nature and kind, whether in
admiralty, at law, or in equity, that now and/or in the future may affect the
Collateral or any part or parts thereof.
39.9 Event of Default. The words "Event of Default," "Default' or "default" mean
any of the events of default set forth in this Agreement, the Aircraft and Business
Loan Agreement, or the Note in the sections entitled Default.
39.10 FAA. The word "FAA" means the United States Federal Aviation
Administration, or any successor or replacement administration or governmental
agency having the same or similar authority and responsibilities.
39.11 Funding Date. The words "Funding Date" mean the date the loan is funded.
39.12 Geneva Convention. The words "Geneva Convention" mean the Convention on
the International Recognition of Rights in Aircraft made at Geneva, Switzerland
21
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SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA 00249153
EFTA01332671
SDNY GM 02762232
SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17
EFTA_00249154
EFTA01332672
DecoSi9n Envelope C9C42BF&7BCA410&A29F423F14801Dt4
on June 19, 1948, (effective September 17, 1953), together with the necessary
enacting rules and regulations promulgated by any particular signatory country.
39.13 Grantor. The word "Grantor" means N550GP. LLC.
39.14 Guarantor. The word "Guarantor" means any guarantor, surety, or
accommodation party of any or all of the Indebtedness.
39.15 Guaranty. The word "Guaranty" means the guaranty from Guarantor, endorser,
surety, or accommodation party to Lender, including without limitation a guaranty
of all or pan of the Note.
39.16 Indebtedness. The word "Indebtedness" means the indebtedness evidenced by
the Note or Related Documents, including all principal and interest together with
all other indebtedness and costs and expenses for which Grantor is responsible
under this Agreement or under any of the Related Documents.
39.17 International Registry. The words "International Registry" shall mean the
international registry created pursuant to the Convention.
39.18 Lender. The word "Lender" means Bank of Hope, or any other direct or indirect
subsidiary of Bank of Hope.
39.19 Note. The word "Note" means the promissory note executed by Grantor dated as
of May II, 2021, from Grantor to Lender, together with all renewals of,
extensions of, modifications of, refinancings of, consolidations of, and
substitutions for the note or credit agreement.
39.20 Related Documents. The words "Related Documents" mean all promissory
notes, credit agreements, loan agreements (including, without limitation, the
Aircraft and Business Loan Agreement), environmental agreements, guaranties,
security agreements, collateral mortgages, cooperation covenants, agreements to
provide insurance, resolutions, chattel mortgages, trust receipts, assignment
pledges, and all other instruments, agreements and documents, whether now or
hereafter existing, executed in connection with the Indebtedness.
39.21 Transportation Code. The words "Transportation Code" shall mean Subtitle
VII. Part A of Title 49 of the United States Code, as amended.
39.22 Uniform Commercial Code. The words "Uniform Commercial Code mean the
California Commercial Code Sec. 1101, et seq.
39.23 The terms