commercialsecurityagreem






  COMMERCIAL SECURITY AGREEMENT  THIS COMMERCIAL SECURITY AGREEMENT  dated November 24, 2020 is made and executed among CONTRAIL  AVIATION LEASING, LLC ("Grantor"); CONTRAIL AVIATION SUPPORT, LLC, and CONTRAIL AVIATION LEASING,  LLC ("Borrower"); and OLD NATIONAL BANK ("Lender").  GRANT OF SECURITY INTEREST.  For valuable consideration, Grantor grants to Lender a 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.  COLLATERAL DESCRIPTION.  The word "Collateral" as used in this Agreement means the following described  property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, in  which Grantor is giving to Lender a security interest for the payment of the Indebtedness and performance of all other  obligations under the Note and this Agreement:  All personal property of every kind and nature, wherever located, whether now owned or hereafter acquired  or arising, whether jointly or severally owned, including all goods (including inventory, equipment, farm  products, consumer goods and any accessions thereto), fixtures, documents, instruments (including  promissory notes), accounts (including health care insurance receivables), securities and all other  investment property, supporting obligations, chattel paper (whether tangible or electronic), commercial tort  claims, deposit accounts, letter of credit rights (whether or not the letter of credit is evidenced by a writing),  and all general intangibles (including, without limitation, all payment intangibles, patents, patent  applications, trademarks, trademark applications, tradenames, trade secrets, copyrights, copyright  applications, software, service marks, goodwill, licenses, permits and agreements of every kind utilized in  the business), all records of any kind relating to the foregoing, together with all cash proceeds, non-cash  proceeds and products thereof, additions and accessions thereto, replacements and substitutions thereof.  This Agreement covers, and is intended to cover, all assets.  In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now  existing or hereafter arising, and wherever located:  (A)  All accessions, attachments, accessories, replacements of and additions to any of the collateral described  herein, whether added now or later.  (B)  All products and produce of any of the property described in this Collateral section.  (C)  All accounts, general intangibles, instruments, rents, monies, payments, and all other rights, arising out of a  sale, lease, consignment or other disposition of any of the property described in this Collateral section.  (D)  All proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the  property described in this Collateral section, and sums due from a third party who has damaged or destroyed the  Collateral or from that party's insurer, whether due to judgment, settlement or other process.  (E)  All records and data relating to any of the property described in this Collateral section, whether in the form of a  writing, photograph, microfilm, microfiche, or electronic media, together with all of Grantor's right, title, and interest  in and to all computer software required to utilize, create, maintain, and process any such records or data on  electronic media.  CROSS-COLLATERALIZATION.  In addition to the Note, this Agreement secures all obligations, debts and liabilities,  plus interest thereon, of either Grantor or Borrower to Lender, or any one or more of them, as well as all claims by Lender  against Borrower and Grantor or any one or more of them, whether now existing or hereafter arising, whether related or  unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect,  determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Borrower or Grantor may be  liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and  whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether  the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. All loans, including,  but not limited to, Term Loan G as evidenced by the Note, are secured by all of the Collateral on a pari-passu basis.   BORROWER'S WAIVERS AND RESPONSIBILITIES.  Except as otherwise required under this Agreement or by  applicable law,  (A)  Borrower agrees that Lender need not tell Borrower about any action or inaction Lender takes in  connection with this Agreement;  (B)  Borrower assumes the responsibility for being and keeping informed about the  Collateral; and  (C)  Borrower waives any defenses that may arise because of any action or inaction of Lender, including  without limitation any failure of Lender to realize upon the Collateral or any delay by Lender in realizing upon the  Collateral; and Borrower agrees to remain liable under the Note no matter what action Lender takes or fails to take under  this Agreement.  GRANTOR'S REPRESENTATIONS AND WARRANTIES.  Grantor warrants that:  (A)  this Agreement is executed at  Borrower's request and not at the request of Lender;  (B)  Grantor has the full right, power and authority to enter into this  Agreement and to pledge the Collateral to Lender;  (C)  Grantor has established adequate means of obtaining from  Borrower on a continuing basis information about Borrower's financial condition; and  (D)  Lender has made no  representation to Grantor about Borrower or Borrower's creditworthiness.  GRANTOR'S WAIVERS.  Grantor waives all requirements of presentment, protest, demand, and notice of dishonor or  non-payment to Borrower or Grantor, or any other party to the Indebtedness or the Collateral.  Lender may do any of the  following with respect to any obligation of any Borrower, without first obtaining the consent of Grantor:  (A)  grant any  extension of time for any payment,  (B)  grant any renewal,  (C)  permit any modification of payment terms or other terms,  





 






  or  (D)  exchange or release any Collateral or other security.  No such act or failure to act shall affect Lender's rights  against Grantor or the Collateral.  RIGHT OF SETOFF.  To the extent permitted by applicable law, Lender reserves a right of setoff in all Grantor's accounts  with Lender (whether checking, savings, or some other account).  This includes 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 authorizes 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 Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff  rights provided in this paragraph.  GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL.  With respect to  the Collateral, Grantor represents and promises to Lender that:  Perfection of Security Interest.  Grantor agrees to take whatever actions are requested by Lender to perfect and  continue 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, and Grantor will note Lender's interest upon any and  all chattel paper and instruments if not delivered to Lender for possession by Lender.  This is a continuing Security  Agreement and will continue in effect even though all or any part of the Indebtedness is paid in full and even  though for a period of time Borrower may not be indebted to Lender.  Notices to Lender.  Grantor will promptly notify Lender in writing at Lender's address shown below (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 principal office address;   (6)  change in Grantor's 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  notice.    OLD NATIONAL BANK    25 W. Main Street Suite 200     Madison, WI 53703  No Violation.  The execution and delivery of this Agreement will not violate any law or agreement governing Grantor  or to which Grantor is a party, and its membership agreement does not prohibit any term or condition of this  Agreement.  Enforceability of Collateral.  To the extent the Collateral consists of accounts, chattel paper, or general intangibles,  as defined by the Uniform Commercial Code, the Collateral is enforceable in accordance with its terms, is genuine,  and fully complies with all applicable laws and regulations concerning form, content and manner of preparation and  execution, and all persons appearing to be obligated on the Collateral have authority and capacity to contract and  are in fact obligated as they appear to be on the Collateral.  There shall be no setoffs or counterclaims against any  of the Collateral, and no agreement shall have been made under which any deductions or discounts may be claimed  concerning the Collateral except those disclosed to Lender in writing.  Location of the Collateral.  Except in the ordinary course of Grantor's business, Grantor agrees to keep the  Collateral at Grantor's address shown above or at such other locations as are acceptable to Lender.  Upon Lender's  request, Grantor will deliver to Lender in form satisfactory to Lender a schedule of real properties and Collateral  locations relating to Grantor's operations, including without limitation the following:  (1)  all real property Grantor owns  or is purchasing;  (2)   all real property Grantor is renting or leasing;  (3)  all storage facilities Grantor owns, rents,  leases, or uses; and  (4)  all other properties where Collateral is or may be located.  Removal of the Collateral.  Except in the ordinary course of Grantor's business,  Grantor shall not remove the  Collateral from its existing location without Lender's prior written consent.  Grantor shall, whenever requested, advise  Lender of the exact location of the Collateral.    Transactions Involving Collateral.  Except for inventory sold or accounts collected in the ordinary course of  Grantor's business, or as otherwise provided for in this Agreement, Grantor shall not sell, offer to sell, or otherwise  transfer or dispose of the Collateral. Grantor shall not 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, 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 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.   Title.  Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free  and clear of all liens and encumbrances except for the lien of this Agreement.  No financing statement covering any  of the Collateral is on file in any public office other than those which reflect the security interest created by this  Agreement or to which Lender has specifically consented.  Grantor shall defend Lender's rights in the Collateral  against the claims and demands of all other persons.  Repairs and Maintenance.  Grantor agrees to keep and maintain, and to cause others to keep and maintain, the  Collateral in good order, repair and condition at all times while this Agreement remains in effect.  Grantor further  agrees to pay when due all claims for work done on, or services rendered or material furnished in connection with  the Collateral so that no lien or encumbrance may ever attach to or be filed against the Collateral.  Inspection of Collateral.  Lender and Lender's designated representatives and agents shall have the right at all  reasonable times to examine and inspect the Collateral wherever located.  





 






  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 any promissory note or notes evidencing the Indebtedness, 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 in Lender's sole opinion.  If the Collateral is subjected to a lien which is  not discharged within fifteen (15) 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, attorneys' fees 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.  Grantor further agrees to furnish Lender with evidence that such taxes, assessments, and  governmental and other charges have been paid in full and in a timely manner.  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.  Compliance with Governmental Requirements.  Grantor shall comply promptly with all laws, ordinances, rules  and regulations of all governmental authorities, now or hereafter in effect, applicable to the ownership, production,  disposition, or use of the Collateral, including all laws or regulations relating to the undue erosion of highly-erodible  land or relating to the conversion of wetlands for the production of an agricultural product or commodity.  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.  Hazardous Substances.  Grantor represents and warrants that the Collateral never has been, and never will be so  long as this Agreement remains a lien on the Collateral, used in violation of any Environmental Laws or for the  generation, manufacture, storage, transportation, treatment, disposal, release or threatened release of any  Hazardous Substance.  The representations and warranties contained herein are based on Grantor's due diligence  in investigating the Collateral for Hazardous Substances.  Grantor hereby  (1)  releases and waives any future claims  against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under  any Environmental Laws, and  (2)  agrees to indemnify, defend, and hold harmless Lender against any and all claims  and losses resulting from a breach of this provision of this Agreement.  This obligation to indemnify and defend shall  survive the payment of the Indebtedness and the satisfaction of this Agreement.  Maintenance of Casualty Insurance.  Grantor shall procure and maintain all risks insurance, including without  limitation fire, theft and liability coverage together with 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, upon request of Lender, will deliver to Lender from time to  time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will  not be cancelled or diminished without at least ten (10) days' prior written notice to Lender and not including any  disclaimer of the insurer's liability for failure to give such a notice.  Each insurance policy 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.  In connection with all policies covering assets in which Lender holds or is  offered a security interest, Grantor will provide Lender with such loss payable or other endorsements as Lender may  require.  If Grantor at any time fails to obtain or maintain any insurance as required under this Agreement, Lender  may (but shall not be obligated to) obtain such insurance as Lender deems appropriate, including if Lender so  chooses "single interest insurance," which will cover only Lender's interest in the Collateral.  Application of Insurance Proceeds.  Grantor shall promptly notify Lender of any loss or damage to the Collateral,  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.  All proceeds of any insurance on the Collateral, including accrued  proceeds thereon, shall be held by Lender as part of the Collateral.  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.  Insurance Reserves.  Lender may require Grantor to maintain with Lender reserves for payment of insurance  premiums, which reserves shall be created by monthly payments from Grantor of a sum estimated by Lender to be  sufficient to produce, at least fifteen (15) days before the premium due date, amounts at least equal to the insurance  premiums to be paid.  If fifteen (15) days before payment is due, the reserve funds are insufficient, Grantor shall  upon demand pay any deficiency to Lender.  The reserve funds shall be held by Lender as a general deposit and  shall constitute a non-interest-bearing account which Lender may satisfy by payment of the insurance premiums  required to be paid by Grantor as they become due.  Lender does not hold the reserve funds in trust for Grantor, and  Lender is not the agent of Grantor for payment of the insurance premiums required to be paid by Grantor.  The  responsibility for the payment of premiums shall remain Grantor's sole responsibility.  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 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.  





 






  Financing Statements.  Grantor authorizes Lender to file a UCC financing statement, or alternatively, a copy of this  Agreement to perfect Lender's security interest.  At Lender's request, Grantor additionally agrees to sign all other  documents that are necessary to perfect, protect, and continue Lender's security interest in the Property.  Grantor  will pay all filing fees, title transfer fees, and other fees and costs involved unless prohibited by law or unless Lender  is required by law to pay such fees and costs.  Grantor irrevocably appoints Lender to execute documents necessary  to transfer title if there is a default.  Lender may file a copy of this Agreement as a financing statement.  GRANTOR'S RIGHT TO POSSESSION.  Until default, Grantor may have possession of the tangible personal property  and beneficial use of all the Collateral and may use it in any lawful manner not inconsistent with this Agreement or the  Related Documents, provided that Grantor's right to possession and beneficial use shall not apply to any Collateral where  possession of the Collateral by Lender is required by law to perfect Lender's security interest in such Collateral.  If Lender  at any time has possession of any Collateral, whether before or after an Event of Default, Lender shall be deemed to  have exercised reasonable care in the custody and preservation of the Collateral if Lender takes such action for that  purpose as Grantor shall request or as Lender, in Lender's sole discretion, shall deem appropriate under the  circumstances, but failure to honor any request by Grantor shall not of itself be deemed to be a failure to exercise  reasonable care.  Lender shall not be required to take any steps necessary to preserve any rights in the Collateral against  prior parties, nor to protect, preserve or maintain any security interest given to secure the Indebtedness.  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 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 discharging or paying all taxes, liens, security  interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for insuring,  maintaining and preserving the Collateral.  All 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 Lender's option, will  (A)  be payable on  demand;  (B)  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 shall be in addition to all other rights and remedies to which  Lender may be entitled upon the occurrence of any Event of Default.  DEFAULT.  Each of the following shall constitute an Event of Default under this Agreement:  Payment Default.  Borrower fails to make any payment when due under the Indebtedness.  Other Defaults.  Borrower or Grantor fails to comply with or to perform any other term, obligation, covenant or  condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term,  obligation, covenant or condition contained in any other agreement between Lender and Borrower or Grantor.  Default in Favor of Third Parties.  Borrower, any guarantor or Grantor defaults under any loan, extension of credit,  security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person  that may materially affect any of Borrower's, any guarantor's or Grantor's property or ability to perform their respective  obligations under this Agreement or any of the Related Documents.  False Statements.  Any warranty, representation or statement made or furnished to Lender by Borrower or Grantor  or on Borrower's or Grantor's behalf under this 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.  Defective Collateralization.  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 valid and perfected security interest or lien) at any time and  for any reason.  Insolvency.  The dissolution of Grantor (regardless of whether election to continue is made), any member withdraws  from the limited liability company, or any other termination of Borrower's or Grantor's existence as a going business  or the death of any member, the insolvency of Borrower or Grantor, the appointment of a receiver for any part of  Borrower's or 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 Borrower or Grantor.  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 Borrower or Grantor or by any  governmental agency against any collateral securing the Indebtedness.  This includes a garnishment of any of  Borrower's or Grantor's accounts, including deposit accounts, with Lender.  However, this Event of Default shall not  apply if there is a good faith dispute by Borrower or Grantor as to the validity or reasonableness of the claim which  is the basis of the creditor or forfeiture proceeding and if Borrower or 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 sole discretion, as being an adequate reserve or bond for the  dispute.   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 liability under, any  Guaranty of the Indebtedness.  Adverse Change.  A material adverse change occurs in Borrower's or Grantor's financial condition, or Lender  believes the prospect of payment or performance of the Indebtedness is impaired.  Cure Provisions.  If any default, other than a default in payment, is curable and if Grantor has not been given a  notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured  





 






  if Grantor, after Lender sends written notice to Borrower demanding cure of such default:  (1)  cures the default within  fifteen (15) days; or  (2)  if the cure requires more than fifteen (15) days, immediately initiates steps which Lender  deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all  reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.  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 Wisconsin Uniform Commercial Code.  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, including any prepayment penalty which  Borrower would be required to pay, immediately due and payable, without notice of any kind to Borrower or Grantor.  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.  Sell 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) 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, holding, insuring, preparing for sale  and selling the Collateral, 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 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 or as the court may direct.  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.  Collect Revenues, Apply Accounts.  Lender, either itself or through a receiver, may collect the payments, rents,  income, and revenues from the Collateral.  Lender may at any time in Lender's discretion transfer any Collateral into  Lender's own name or that of Lender's nominee and receive the payments, rents, income, and revenues therefrom  and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of  preference as Lender may determine.  Insofar as the Collateral consists of accounts, general intangibles, insurance  policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for,  settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine, whether or not  Indebtedness or Collateral is then due.  For these purposes, Lender may, on behalf of and in the name of Grantor,  receive, open and dispose of mail addressed to Grantor; change any address to which mail and payments are to be  sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to  payment, shipment, or storage of any Collateral.  To facilitate collection, Lender may notify account debtors and  obligors on any Collateral to make payments directly to Lender.  Obtain Deficiency.  If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against  Borrower 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.  Borrower shall be liable for a deficiency even if the  transaction described in this subsection is a sale of accounts or chattel paper.    Other Rights and Remedies.  Lender shall have all the rights and remedies of a secured creditor under the  provisions of the Uniform Commercial Code, as may be amended from time to time.  In addition, Lender shall have  and 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, 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 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.  COLLATERAL INSPECTION/APPRAISAL COST REIMBURSEMENT. Upon such frequency as Lender may determine  and whether or not Borrower or Grantor is in default, Lender shall be entitled to perform and Grantor shall cooperate  with examinations, inspections, audits and appraisals as provided herein.  Grantor shall maintain complete and accurate  books and records with respect to Collateral.   Upon advance notice by Lender to Grantor, Grantor shall permit access  thereto by Lender and by Lender's designated representatives and agents for purposes of inspection, copying and/or  auditing.  Lender and Lender's designated representatives and agents shall also have the right upon advance notice to  examine, inspect and/or appraise any Collateral wherever located.  Subject to any limitations under applicable law,  Grantor shall reimburse Lender for any professional fees or other expenses incurred by Lender in connection with any  examinations, inspections or audits of the books and records of Grantor and/or any examinations, inspections and/or  





 






  appraisals of the Collateral.  MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of this Agreement:  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 shall be effective unless given in writing and signed by the party or parties sought to be charged or bound  by the alteration or amendment.  Attorneys' Fees; Expenses.  Grantor agrees to pay upon demand all of Lender's costs and expenses, including  Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement.   Lender may hire or pay someone else to help enforce this Agreement, and Grantor shall pay the costs and expenses  of such enforcement.  Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there  is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or  vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services.  Grantor  also shall pay all court costs and such additional fees as may be directed by the court.  Caption Headings.  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.  Governing Law.  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 Wisconsin without regard to its conflicts of law provisions.   This Agreement has been accepted by Lender in the State of Wisconsin.  Choice of Venue.  If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the  courts of Dane County, State of Wisconsin.  Joint and Several Liability.  All obligations of Borrower and Grantor under this Agreement shall be joint and several,  and all references to Grantor shall mean each and every Grantor, and all references to Borrower shall mean each  and every Borrower.  This means that each Borrower and Grantor signing below is responsible for all obligations in  this Agreement.  Where any one or more of the parties is a corporation, partnership, limited liability company or  similar entity, it is not necessary for Lender to inquire into the powers of any of the officers, directors, partners,  members, or other agents acting or purporting to act on the entity's behalf, and any obligations made or created in  reliance upon the professed exercise of such powers shall be guaranteed under this Agreement.  No Waiver by Lender.  Lender shall not be deemed to have waived any rights under 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 right  shall operate as a waiver of such right or any other right.  A waiver by Lender of a provision of 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 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 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.  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 telefacsimile (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.   Any party may change its address for notices under this Agreement by giving formal written notice to the other  parties, 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 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.  Power of Attorney.  Grantor hereby appoints Lender as Grantor's irrevocable attorney-in-fact for the purpose of  executing any documents necessary to perfect, amend, or to continue the security interest 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.  Severability.  If a court of competent jurisdiction finds any provision of 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 this Agreement.  Unless otherwise required by law, the illegality, invalidity, or unenforceability of any  provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this  Agreement.  Successors and Assigns.  Subject to any limitations stated in this Agreement on transfer of Grantor's interest, 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 Grantor from the obligations of this Agreement or liability under the Indebtedness.  Survival of Representations and Warranties.  All representations, warranties, and agreements made by Grantor  in this Agreement shall survive the execution and delivery of this Agreement, shall be continuing in nature, and shall  remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full.  





 






  Time is of the Essence.  Time is of the essence in the performance of this Agreement.  DEFINITIONS.  The following capitalized words and terms shall have the following meanings when used in this  Agreement.  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 Uniform Commercial Code:    Agreement.  The word "Agreement" means this Commercial Security Agreement, as this Commercial Security  Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this  Commercial Security Agreement from time to time.    Borrower.  The word "Borrower" means CONTRAIL AVIATION SUPPORT, LLC; and CONTRAIL AVIATION  LEASING, LLC and includes all co-signers and co-makers signing the Note and all their successors and assigns.  Collateral.  The word "Collateral" means all of Grantor's right, title and interest in and to all the Collateral as described  in the Collateral Description section of this Agreement.  Environmental Laws.  The words "Environmental Laws" mean any and all state, federal and local statutes,  regulations and ordinances relating to the protection of human health or the environment, including without limitation  the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C.  Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99- 499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource  Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or  regulations adopted pursuant thereto.  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.  Grantor.  The word "Grantor" means CONTRAIL AVIATION LEASING, LLC.   Guarantor.  The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the  Indebtedness.  Guaranty.  The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a  guaranty of all or part of the Note.  Hazardous Substances.  The words "Hazardous Substances" mean materials that, because of their quantity,  concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to  human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured,  transported or otherwise handled.  The words "Hazardous Substances" are used in their very broadest sense and  include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under  the Environmental Laws.  The term "Hazardous Substances" also includes, without limitation, petroleum and  petroleum by-products or any fraction thereof and asbestos.  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 Borrower  is responsible under this Agreement or under any of the Related Documents.  Specifically, without limitation,  Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this  Agreement.  Lender.  The word "Lender" means OLD NATIONAL BANK, its successors and assigns.    Note.  The word "Note" means the Note dated November 24, 2020 and executed by CONTRAIL AVIATION  SUPPORT, LLC; and CONTRAIL AVIATION LEASING, LLC in the principal amount of $43,598,000.00 together with  all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or  credit agreement.  Property.  The word "Property" means all of Grantor's right, title and interest in and to all the Property as described  in the "Collateral Description" section of this Agreement.  Related Documents.  The words "Related Documents" mean all promissory notes, credit agreements, loan  agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security  deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter  existing, executed in connection with the Indebtedness.    [Signature Page Follows]