Subordination, Non-Disturbance and Attornment Agreement
- Date
- 2019-11-02
Summary
Doc 52-8 in bankruptcy case No. 2:19-bk-00787, filed November 2, 2019, is a 35-page set of exhibits that opens with Exhibit C-5, a Subordination, Non-Disturbance and Attornment Agreement between the West Virginia Economic Development Authority as lender and Panthera Training, LLC as tenant. The agreement recites loans of $5,000,000 and $1,871,505 to the landlord, a default, a forbearance agreement and monthly rent of $52,000 paid directly to the lender. It subordinates the lease to the lender's security instruments while protecting the tenant's possession so long as the tenant is not in default. The filing also includes Exhibit C-6, a table of income sources for FY 2018; Exhibit C-7, a bill of sale to SMI LLC; and Exhibit C-8, an amended promissory note. It closes with a West Virginia vehicle title certificate.
Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used
Full text
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EXHIBIT C-5
Subordination, Non-Disturbance and Attornment Agreement,
dated November 1,2018
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SUBORDINATION,NON-DISTURBANCE
AND ATTORNMENT AGREEMENT
This SUBORDINATION, NON-DISTURBANCE . AND
ATTORNMENT AGREEMENT( "Agreement") dated the _/$^day of
November, 2018, is between the WEST VIRGINIA ECONOMIC
DEVELOPMENT AUTHORITY ("Lender"), and PANTHERA
TRAINING, LLC, a Virginia limited liability company qualifîed to transact
business in West Virginia("Tenant").
RECITALS:
WHEREAS; Tenant entered into a Lease Agreement (the "Lease")
dated June 1, 2018 with Panthera Enterprises, LLC, a Delaware limited
liability company (formerly TENX, LLC)(the "Landlord") covering certain
premises more fully described in the Lease (the "Premises"), which Premises
consists of real property and improvements together with certain personal
property, ail located in Moorefield District, Old Fields, Hardy County, West
Virginia(the "Property");
WHEREAS;Lender made loans to Landlord in the sum of$5,000,000
on August 21, 2013 and $1,871,505 on July 2, 2014 (collectively the
"Loans")each secured by a Crédit Line Deed of Trust and Fixture Filing and
a Collatéral Assignment of Leases and Rents (the "Security Instruments"),
ail of which have been recorded in the officiai records of Hardy County,
West Virginia(the "Public Records");
WHEREAS; the Landlord defaulted on its obligations under the
Loans;
WHEREAS; the Landlord and Lender entered into a Forbearance
Agreement dated July 6, 2018, which is due to expire not later than January
6,2019;
WHEREAS; pursuant to the terms of the Lease, the Tenant agreed to
make monthly rent payments directly to the Lender in the amount of Fifty-
Two Thousand Dollars ($52,000), to be applied as payments on the Loans
and has made such payments on a timely basis;
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WHEREAS; the Tenant is faced with the need to make significant
capital expenditures to protect and to enhance the value of the Property to
include: (1) implementation of urgent soil érosion mitigation measures in
order to avoid the issuance of Notices of Violations by the West Virginia
Department of Environmental Protection due to pre-existing soil érosion
issues,(2)the construction ofa secured garage structure for the DEA,(3)the
purchase of lodging units to satisfy customer housing demands, (4) the
funding of multiple "deferred maintenance" issues throughout the Premises,
and (5) varions lesser capital improvement needs that predated Tenantes
Lease (collectively "Capital Expenditures"); and
WHEREAS; the Tenant is willing to fund the Capital Expenditures
but has requested the Lender execute this Agreement so that Tenant's quiet
enjoyment and possession of the Property under the Lease is not disturbed
provided it faithfully performs its obligations under the Lease.
NOW, THEREFORE, in considération of the mutual promises,
covenants and agreements herein contained, the parties hereto, intending to
be legally bound hereby, promise, covenant and agree as follows:
1. The Lease and ail estâtes, rights, options, liens and charges
therein contained or created under the Lease are and shall be subject and
subordinate to the liens and effects ofthe Security Instruments insofar as the
Lease affects the real and personal property constituting any part of the
Property, and to ail renewals, modifications, consolidations, replacements
and extensions of the Security Instruments, and to ail advances made or to
be made by Lender to Landlord thereunder, to the full extent of amounts
secured thereby and interest thereon.
2. In the event Lender or any trustée for Lender takes possession
of the Property, as mortgagee-in-possession or otherwise, or forecloses the
Security Instruments or otherwise causes the Property to be sold pursuant to
the Security Instruments, Lender agréés not to affect, terminate or disturb
Tenant's right to quiet enjoyment and possession of the Premises under the
terms of the Lease or any of Tenant's other rights under the Lease in the
exercise of Lender's rights under the Security Instruments so long as Tenant
is not in default under any of the terms, covenants or conditions ofthe Lease
or this Agreement.
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3. In the event that Lender succeeds to the interest of the Landlord
under the Lease and/or Landlord's fee title to the Property, or if anyone else
acquires title to or the right to possession of the Property upon the
foreclosure of the Security Instruments or by other sale pursuant to the
Security Instruments, or upon the sale of the Property by Lender or its
successors or assigns or any trustée for Lender after foreclosure or other sale
pursuant to the Security Instruments or acquisition of title in lieu thereof or
otherwise, and Tenant is not in default under any of the terms, covenants or
conditions of the Lease, Lender or its successors or assigns or the then
owner of Landlord's fee title to the Property after foreclosure or other sale
pursuant to the Security Instruments (hereinafter collectively referred to in
this paragraph as "Successor Landlord") and Tenant hereby agree to
recognize one another as landlord and tenant, respectively, under the Lease
and to be bound to one another under ail of the terms, covenants and
conditions of the Lease, provided however the Successor Landlord shall not
assume the obligations ofthe Landlord under the Lease other than to respect
Tenantes right to quiet enjoyment of the Premises and the Property for the
term ofthe Lease as extended from time-to-time.
4. Although the foregoing provisions of this Agreement shall be
self-operative. Tenant agréés to execute and deliver to Lender or to any
person to whom Tenant herein agréés to attom, such other instrument or
instruments as Lender or such other person shall ffom time to time request in
order to confirm such provision.
5. Tenant hereby warrants and represents, covenants and agréés to
and with Lender:
(a) not to alter or modify the Lease in any respect without
prior written consent of Lender;
(b) to deliver to Lender at the address indicated above a
duplicate of each notice of default delivered to Landlord at the same time as
such notice is given to Landlord;
(c) that Tenant is now the sole owner of the leasehold estate
created by the Lease and shall not hereafter transfer the Lease except as
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permitted by the terms thereof and upon giving Lender at least ten (10)days
advance notice of any transfer;
(d) net to seek to terminate the Lease by reason of any
default of Landlord without prior written notice thereof to Lender and the
lapse thereafter of such time as under the Lease was offered to Landlord in
which to remedy the default, and the lapse of30 days after the expiration of
such time as Landlord was permitted to cure such default; provided,
however, that with respect to any default of Landlord under the Lease which
cannot be remedied within such time, if Lender commences to cure such
default within such time and thereafter diligently proceeds with such efforts
and pursues the same to completion, Lender shall have such time as is
reasonably necessary to complété curing such default. Notwithstanding the
foregoing, in the event either Lender or Landlord do not cure or commence
curing such default within the time provided to Landlord under the Lease
and the nature of the default threatens Tenant's ability to conduct its daily
business or threatens to materially or adversely damage tenant's property
located on the Leased Premises, Tenant shall be permitted to exercise its
right oftermination under the Lease;
(e) not to pay any rent or other sums due or to become due
under the Lease more than 30 days in advance ofthe date on which the same
are due or to become due under the Lease; and
(f) to continue to pay the rent as provided in the Lease
directly to the Lender until such time as the Loans are paid in flill.
6. If Lender succeeds to the interest of Landlord under the Lease,
it shall not be:
(a) Liable for any act or omission ofany prior landlord under
the Lease, including the Landlord;
(b) Liable for the retum of any security deposit;
(c) Subject to any offsets or defenses which Tenant might
have against the Landlord under the Lease;
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(d) Bound by any rent which Tenant may have paid for more
than the current month to Landlord under the Lease; or
(e) Bound by any amendment or modification of the Lease
made without Lender's consent.
7. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their successors and assigns.
8. This Agreement shall be govemed by and construed in
accordance wdth the laws ofthe jurisdiction in which the Property is located.
WITNESS WHEREOF, the following signatures and seals of the
parties as ofthe date and year fîrst above written.
WEST VIRGINIA ECONOMIC
DEVELOPMENT AUTHORITY,
a West Virginia public corporation
Name: R
Its: Çji_
PANTHERA TRAINING,LLC
By:
Name: Robert L. Starer
Its: Manager
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EXHIBIT C-6
Income Sources FY 2018, with list of"current customers"
provided by Punelli and Jones in May 2018
Panthera Enterprises LLC
Income Sources FY 2018 No. 2:19-bk-00787 Doc 52-8 Filed 11/02/19 Entered 11/02/19 10:03:07 Page 8 of
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2018
FY 2018 Current Customers(Contract Length) Annual Revenue Contract Date Comments Projected Revenue
Purchase Orders
Orders) 165,000 Apr-14 Pfe-deploymcnr firparms, driving and combatives training
^^^^^^^■(Purchase Orders) 214,000 Jan-17 Pre-deplovmeni firearms, driving and combatives iraining
(Purchase Orders) 115.000 Dec-16 Advanced médical training
Agency ) Fob-18 Two pilot courses for agency security détails tbat depioy overseas {S520K/yr - 3 years)
^^^^^(Purchase Orders] 220,000 May-15 Pre-deployrnent firearms, driving and combatives training
Contracts
HH(3-year; Fédéral Agency) 1,125,000 Nov-16 Pre-deployment firearms, driving and combatives training
(3-ycar) 162,000 Jan-18 Firearms and dnving for those going overseas
^M(5-year - 1,000,000 Mar-17 Blanket Purchase Agreement (BPA) • Customer "orders" course from pre-approved contract
Shoot/Drive Scénario Trng (3-year) 426,000 Feb-18 10 Classes; July - September 2018
■MB (5-year Mar-IB ^Brecent award; first class April 2018
Three-Letter Agency (Sustainment Training) 468,000 Mar-18 Posl-basic and annual training for agency agents
(3 classes in FY 18) 160,000 Feb-18^^Bjerforming throe pilot courses before awarriing contract for FYIS ($1.6M/vr - S years)
Mar-IS^^H driving / mobility / sniper / survival courses
Aug-17 Pre-deployment firearms, driving and combatives training
Oversea^ConS'acts
^^^■(7-year -■■I ($97M Ceiling) 0 Feb-16 Prime; Contract delayed 2 years due to Séquestration; lifted Feb 2018 with budget passage;
estimating 5 rnonlhs before cash flow
[5-year; Sep-17 Subcontractor: Contract awarded end of FVl?; bid prolests have just been resolved;
estimating 6 months before cash flow
Is-year; |($75M CetKng) Sep-17 Prime: Contract awarded end of FY17; bid protests have just been resolved, estimating b
months oefore cash flow
4,730,000 6,570,000
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EXHIBIT C-7
Bill of Sale, dated June 15,2018
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BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, that on this day of June, 2018 by and
between JAMES PUNELLL RAYMOND JONES.TENX CROUP LLC.PANTHERA
TRAINING CENTER LLC and PANTHERA WORLDWIDE LLC (together, the
"Seller"), for and in considération ofthe sum of One Dollar($1.00) cash in hand paid, the
receipt and suffîciency of which is hereby acknowledged, does hereby bargain, sell,
assign, transfer and deliver unto SMI LLC or assigns (the "Purchaser") ail of Seller's
rights, title and interest in the assets, inventory, vehicles, office equipment, fumishing,
other equipment, munitions, firearms, and other personal property and equipment owned
by the Seller located at Panthera Training Center and located offsite used in the opération
of the Panthera Training Center or other entities listed above as Seller, including but not
limited to:
AU of Seller's equipment, furniture, fixtures, machinery, merchandise, firearms,
vehicles, supplies and appliances, including, but not limited to, the spécifie items
listed on the attached Schedule A.
TO HAVE AND TO HOLD unto the said Purchaser, its successors, administrators and
assigns forever;
And Seller hereby covenants with Purchaser that it is the lawfiil owner of the above-
described property; that the property is free from ail encumbrances; that it has good right
to sell the same as aforesaid; and that it will warrant and defend the same against the
lawful daims and demands of ail persons.
[signatures and acknowledgments appear following pages]
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WITNESS the following signatures and seals;
SELLER
(SEAL)
ames
(SEAL)
Raymond ividually
TENX Group,LLC
(SEAL)
unelh, Presicœnt
(SEAL)
Raymond Joi
Pantbera Training Center,LLC
(SEAL)
Présider
(SEAL)
Raymond Jort
PantheraW^dvàde,LLC
By: (SEAL)
es PuneliLPresident
(SEAL)
Raymond Jone^ CE
[acknowledgments appear following page]
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COMMONWEALTH / STATE OF VIRGINIA
CITY / COUNTY OF LOUDOUN
The foregoing Bill of Sale was acknowledged before me this IS"" day of June, 2018
by James Punelli, individually and as authorized signatory on behalf of TENX CROUP LLC,
PANTHERA TRAINTNG CENTER LLC,PANTHERA WORLDWIDE LLC
JSEAL]
Notary Public
— r RITA RANI
My Commission Expires: regjstration^/7639583
COMMONWEALTH OF VIRGINIA
^ MY COMMISSION EXPIRES
Notary Certificate No: H 76 ro june 30. 2019
COMMONWEALTH / STATE OF VIRGINIA
CITY / COUNTY OF LOUDOUN
The foregoing Bill of Sale was acknowledged before me this 18*^ day of June, 2018
by Raymond Jones, individually and as authorized signatory on behalf of TENX GROUP
LLC,PANTHERA TRAINING CENTER LLC,PANTHERA WORLDWIDE LLC
JSEAL]
Notary Public
My Commission Expires: S i 3 V (
Notaiy Certificate No:
James A.Pearson
Commonwealth of Virginia Nota^ Public
Commission No.7030137
My Commission Expires 05/31/2022
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SCHEDULEA
LISTOFEQUIPMENT
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EXHIBIT C-8
Amended Promissory Note dated June 16,2016,
given to SMI,LLC; and
Security Agreement, dated September 23,2015
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AMENDED PROMISSORY NOTE
$400,000.00(original note) LEESBURG, VIRGINIA
+ $75,000.00 (addition hereunder) September 5,2017
WHEREAS, by Promissory Note dated June 16, 2016 (the "Note"), the TenX Group, LLC, a
Delaware limited liability company the ("Maker") promised to pay SMI, LLC, a Virginia limited
liability company (the "Noteholder") the principal amount of Four Hundred Thousand Dollars
($400,000.00) on terms and conditions and with Guarantee provisions as set forth in the Note; and
WHEREAS,the Maker and Noteholder have agreed to modify the Note as set forth hereinbelow;
NOW,THEREFORE,for and in considération of the sum of an additional Seventy Five Thousand
Dollars ($75,000.00) cash in hand paid as follows:
i) Fifty Thousand Dollars ($50,000.00) sent by wire transfer by the Noteholder to the
Maker, received by the Maker on September 5, 2017;
ii) Twenty Five Thousand Dollars ($25,000.00) sent by wire transfer to Duncan
Development Group LLC, which said $25,000 payment the Maker expressly
acknowledges and agréés has been and shall be accounted for as actually received by
the Maker as considération hereunder;
FOR ACTUAL VALUE RECEIVED, and for other good and valuable considération, the receipt
and sufficiency of which is hereby acknowledged, the Noteholder and the Maker agree:
a) The outstanding principal due under the Note as of the date hereof, not including the loan
origination fee of Two Hundred Thousand Dollars ($200,000.00) due and payable on terms
set forth in the Note and not including the rights and remedies resulting from prior defaults
by the Maker is Two Hundred Thousand Dollars ($200,000.00). The Noteholder
acknowledges that the Maker has made eleven (11) installment payments to the Noteholder
of Twenty-Five Thousand Dollars($25,000.00) each, received by the Noteholder as follows:
July 1,2016
July 29, 2017
August 31, 2016
December 15, 2016
January 27,2017
February 27,2017
March 22, 2017
March 27, 2017
April 28,2017
June 14, 2017
August 9, 2017
b) The Maker expressly acknowledges and agréés that the grant of the additional Seventy Five
Thousand Dollars ($75,000.00) hereunder and the temporary waiver of any rights to enforce
the prior defaults by the Maker under the Note or the Security Agreement securing the Note
are not and shall not be construed as a novation, as accord and satisfaction or as any other
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légal or practical argument in law or in equity for the Maker's prior defaults, nor shall any
act hereunder be a guarantee of any future waiver of such rights, it being expressly
acknowledged and agreed by the Maker that prior defaults have been committed by the
Maker and/or by the Guarantors under the Note that have not been cured nor enforced.
c) Panthera Enterprises LLC joins in the exécution hereof as additional Maker.
In ail other respects, except as amended hereby, the ternis of the Note are hereby ratified and
confirmed.
In WITNESS whereof, the Maker has caused this Amendment to Note to be executed on its behalf
by James Punelli its Président and Raymond Jones, CEO - both officers hereunto duly authorized
effective September 5, 2017 notwithstanding its exécution at a later date.i
TENX Group, LLC
(SEAL)
Jam^Punelli, Présidé
(SEAL)
Raymond
Panthera Enterprises LLC
rSRALJ
James Punelli, Président
(SEAL)
Raymond
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GUARANTEE
James Punelli individually, Raymond Jones, individually, Panthera Training Center, LLC,
Blue Force Technologies, Inc. and Panthera Woldwide, LLC, each Delaware limited liability
companies, jointly and severally hereby absolutely, irrevocably and unconditionally guarantee to
Noteholder the timely payment and performance of ail liabiiities and obligations of the Maker
hereunder to the Noteholder, under this Note, the Security Agreement and the Stock Pledge
Agreement.
J^es Punelli, Indi''Sdually
(SEAL)
Raymond''^es,/1n nvidually
Panthera Training Center, LLC
(SEAL)
James Pimelli, Presic ènt
(SEAL)
Raymond
B ue Force Technolo es, Inc
(SEAL)
Raymond
Panthera Woldwide, LLC
(SEAL)
James Punelli. Eiesident
(SEAL)
Raymond
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SECURITY AGREEMENT
September 23, 2015
TenX Group, LLC
Panthera Training Center, LLC
Blue Force Technologies, Inc.
Panthera Worldwide, LLC
James Punelli, Individually
Raymond Jones, Individually
(Individually and collectively,"Debtor")
SMl, LLC
c/o Boyle, Bain, Reback, Slayton & Kelsey
420 Park Street
Charlottesville, VA 22902
(Hereinafter referred to as "Lender")
For value received and to secure payment and perfonnance of any and ail obligations of TenX
Group, LLC, Panthera Training Center, LLC, Blue Force Technologies, Inc., Panthera
Worldwide, LLC, James Punelli, Individually, Raymond Jones, Individually (individually and
collectively, the "Debtor") to SMl, LLC (the "Lender") ail payment of principal, additional
payment and any other fees according to the terms and conditions of the Promissory Note dated
September 23, 2015 made by TenXGroup, LLC to the Lender in the original princuipal amount
of One Hundred Thousand and No/ Hundredths Dollars (increased to One Hundred Ten
Thousand Dollars if not paid by October , 2015) the "Note" and including any other payment
obligations however created, arising or evidenced, whether direct or indirect, absolute or
contingent, now existing or hereafter arising or acquired, including but not limited to future
advances, and ail costs and expenses incurred by Lender to obtain, preserve, perfect and enforce
the security interest granted herein and to maintain, preserve and collect the property subject to
the security interest (collectively, "Secured Obligations"), Debtor hereby grants to Lender a
continuing security interest in and lien upon the following described property, whether now
owned or hereafter acquired, and any additions, replacements, accessions, or substitutions
thereof and ail cash and non-cash proceeds and products thereof:
A. Ail of Debtor's weapons, accessories and equipment shown on the attached schedule
A. consisting of four(4)typewritten pages;
B. Title to and possession of ail of Debtor's motor vehicles, with titles and VINs shown
on the attached schedule B, consisting of six (6) typewritten pages, and including any and
ail other vehicles;
C. Ail assets, rolling stock, fixtures, equipment, intellectual property and other goods
related to the Debtor's business opérations, however situate and wherever held; and
D. AU other vehicles and tools utilized at the Debtor's training center including but not
limited to numerous Ford Crown Victoria's, Chevy Tahoes, Jeep Cherokees, Toyota 4
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Runners and other Training Vehicles. Exceeding 50 Vehicles total untagged. Kubota
Zéro Tum Mower ZD331 Agrimetal Blower Sériai Number 15542 massey Ferguson
4225 Tractor with 1038 Loader Land Pride Brush Cutter RCF 3096 20 Ton Log Splitter
(items A-D above collectively,"Collatéral").
Debtor hereby represents and agréés that:
OWNERSHIP. Debtor owns the Collatéral. The Collatéral is free and clear of ail liens,
security interests, and daims except those previously reported in writing to and approved by
Lender, and Debtor will keep the Collatéral free and clear from ail liens, security interests and
daims, other than those granted to or approved by Lender. Ail income, dividends, eamings and
profits with respect to the Collatéral shall be reported for state and fédéral income tax purposes
as attributable to the Debtor and not Lender, and Lender or any other person authorized to report
income distributions, is authorized to issue 1RS Fonns 1099 indicating Debtor as the récipient of
such income, eamings and profits.
NAME AND OFFICES. The name and address of Debtor appearing at the beginning of this
Agreement are Debtor's exact légal name and the address of its résidence.
TITLE/TAXES. Debtor has good and marketable title to the Collatéral and will warrant and
defend same against ail daims. Debtor will not transfer, sell, or lease Collatéral (except as
pennitted herein). Debtor agréés to pay promptly ail taxes and assessments upon or for the use
of Collatéral and on this Security Agreement. At its option, Lender may discharge taxes, liens,
security interests or other encumbrances at any time levied or placed on Collatéral. Debtor
agréés to reimburse Lender, on demand, for any such payment made by Lender. Any amounts so
paid shall be added to the Secured Obligations.
WAIVERS. Debtor agréés not to assert against Lender as a defense (légal or équitable), as a
set-off, as a counterclaim, or otherwise, any daims Debtor may have against any seller or lessor
that provided personal property or services relating to any part of the Collatéral or against any
other party liable to Lender for ail or any part of the Secured Obligations. Debtor waives ail
exemptions and homestead rights with regard to the Collatéral. Debtor waives any and ail rights
to any bond or security which might be required by applicable law prior to the exercise of any of
Lender's remedies against any Collatéral. AU rights of Lender and security interests hereunder,
and ail obligations of Debtor hereunder, shall be absolute and unconditional, not discharged or
impaired irrespective of(and regardless of whether Debtor reçoives any notice of): (i) any lack
of validity or enforceability of the Note and other documents memorialized in the sale of the
Business; (ii) any change in the time, manner or place of payment or perfomiance, or in any
term, of ail or any of the Secured Obligations or the Note and other documents memorialized in
the sale of the Business or any other amendment or waiver of or any consent to any departure
from the Note and other documents memorialized in the sale of the Business; or (iii) any
exchange, insufficiency, unenforceability, enforcement, release, impairment or non-perfection of
any collatéral, or any release of or modifications to or insufficiency, unenforceability or
enforcement of the obligations of any guarantor or other obligor. To the extent permitted by law,
Debtor hereby waives any rights under any valuation, stay, appraisement, extension or
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rédemption laws now existing or which may hereafter exist and which, but for this provision,
might be applicable to any sale or disposition of the Collatéral by Lender; and any other
circumstance which might otherwise constitute a defense available to, or a discharge of any party
with respect to the Secured Obligations.
NOTIFICATIONS; LOCATION OF COLLATERAL. Debtor will notify Lender in writing
at least 30 days prior to any change in: (i) Debtor's chief place of business and/or résidence; (ii)
Debtor's name or identity; (iii) Debtor's corporate/organizational structure; or(iv) the jurisdiction
in which Debtor is organized. In addition, Debtor shall promptly notify Lender of any daims or
alleged daims of any other person or entity to the Collatéral or the institution of any litigation,
arbitration, govemmental investigation or administrative proceedings against or affecting the
Collatéral. Debtor will keep Collatéral at the location(s) previously provided to Lender until
such time as Lender provides written advance consent to a change of location. Debtor will bear
the cost of preparing and filing any documents necessary to protect Lender's liens.
FINANCING STATEMENTS, CERTIFICATES OF TITLE, POWER OF ATTORNEY.
No fmancing statement (other than any filed or approved by Lender) covering any Collatéral is
on file in any public filing office. Debtor authorizes the filing of one or more fmancing
statements covering the Collatéral in fonn satisfactory to Lender, and without Debtor's signature
where authorized by law, agréés to deliver certificates of title on which Lender's lien has been
indicated covering any Collatéral subject to a certificate of title statute, and will pay ail costs and
expenses of filing or applying for the same or of filing this Security Agreement in ail public
filing offices, where filing is deemed by Lender to be désirable. Debtor hereby constitutes and
appoints Lender the true and lawfiil attorney of Debtor with full power of substitution to take any
and ail appropriate action and to execute any and ail documents, instruments or applications that
may be necessary or désirable to accomplish the purpose and carry out the tenus of this Security
Agreement, including, without limitation, to complété, execute, and deliver instructions to third
party(ies) regarding, among other things, control and disposition of any Collatéral, and
endorsements désirable for transfer or delivery of any Collatéral, registration of any Collatéral
under applicable laws, retitling any Collatéral, receipt, endorsement and/or collection of ail
checks and other orders for payment of money payable to Debtor with respect to Collatéral. The
foregoing power of attorney is coupled with an interest and shall be irrévocable until ail of the
Secured Obligations have been paid in full. Neither Lender nor anyone acting on its behalf shall
be liable for acts, omissions, errors in judgment, or mistakes in fact in such capacity as attomey-
in-fact. Debtor ratifies ail acts of Lender as attomey-in-fact. Debtor agréés to take such other
actions, at Debtor's expense, as might be requested for the perfection, continuation and
assignment, in whole or in part, of the security interests granted herein and to assure and preserve
Lender's intended priority position.
COLLATERAL DUTIES. Lender shall have no custodial or ministerial duties to perfonn with
respect to Collatéral pledged, as a resuit of this Security Agreement or any of the Note and other
documents memorialized in the sale of the Business, except as set forth herein; and by way of
explanation and not by way of limitation, Lender shall incur no liability for any of the following:
(i) loss or dépréciation of Collatéral (unless caused by its willful misconduct or gross
négligence), (ii) failure to présent any paper for payment or protest, to protest or give notice of
nonpayment, or any other notice with respect to any paper or Collatéral,(iii) failure to ascertain.
No. 2:19-bk-00787 Doc 52-8 Filed 11/02/19 Entered 11/02/19 10:03:07 Page 21
of 35
notify Debtor of, or take any action in connection with any conversion, call, rédemption,
retirement or any other event relating to any of the Collatéral, or failure to notify any party hereto
that Collatéral should be presented or surrendered for any such reason. Debtor acknowledges
that Lender is not an investment advisor or insurer with respect to the Collatéral, as a resuit of
this Security Agreement or any of the Note and other documents memorialized in the sale of the
Business; and Lender has no duty to advise Debtor of any actual or anticipated changes in the
value of the Collatéral, as a resuit of this Security Agreement or any of the Note and other
documents memorialized in the sale of the Business.
TRANSFER OF COLLATERAL. Lender may assign its rights in Collatéral or any part
thereof to any assignée who shall thereupon become vested with ail the powers and rights herein
given to Lender with respect to the property so transferred and delivered, and Lender shall
thereafter be forever relieved and fully discharged from any liability with respect to such
property so transferred, but with respect to any property not so transferred, Lender shall retain ail
rights and powers hereby given.
INSPECTION, BOOKS AND RECORDS. Debtor will at ail times keep accurate and
complété records covering each item of Collatéral, including the proceeds therefrom. Lender, or
any of its agents, shall have the right, at intervais to be determined by Lender and without
hindrance or delay, at Debtor's expense, to inspect, audit, and examine the Collatéral during
nonnal business hours and to make copies of and extracts from the books, records, joumals,
orders, receipts, correspondence and other data relating to Collatéral, Debtor's business or any
other transaction between the parties hereto. Debtor will at its expense fiimish Lender copies
thereof upon request. For the further security of Lender, it is agreed that Lender has and is
hereby granted a security interest in ail books and records of Debtor pertaining to the Collatéral.
COMPLIANCE WITH LAW. Debtor will comply with ail fédéral, state and local laws and
régulations, applicable to it, including without limitation, laws and régulations relating to the
environment, labor or économie sanctions, in the création, use, opération, manufacture and
storage of the Collatéral and the conduct of its business.
ATTORNEYS' FEES AND OTHER COSTS OF COLLECTION. Debtor shall pay ail of
Lender's reasonable expenses incurred in enforcing this Security Agreement and in preserving
and liquidating Collatéral, including but not limited to, reasonable arbitration, paralegals',
attorneys' and experts' fees and expenses, whether incurred with or without the commencement
of a suit, trial, arbitration, or administrative proceeding, or in any appellate or bankruptcy
proceeding.
DEFAULT. If any of the following occurs, a default ("Default") under this Security Agreement
shall exist: Note. A default under any Note and other documents memorialized in the sale of the
Business. Collatéral Loss or Destruction. Any loss, theft, substantial damage, or destruction
of Collatéral not fiilly covered by insurance, or as to which insurance proceeds are not remitted
to Lender within 30 days of the loss. Collatéral Sale, Lease or Encumbrance. Any sale, lease,
or encumbrance of any Collatéral not specifîcally permitted herein without prior written consent
of Lender. Levy,Seizure or Attachment. The making of any levy, seizure, or attachment on or
of Collatéral which is not removed within 10 days. Third Party Breach. Any default or breach
No. 2:19-bk-00787 Doc 52-8 Filed 11/02/19 Entered 11/02/19 10:03:07 Page 22
of 35
by a Third Party of any provision contained in any Control Agreement executed in connection
with any of the Collatéral. Unauthorized Termination. Any attempt to terminate, revoke,
rescind, modify, or violate the tenns of this Security Agreement or any Control Agreement
without the prior written consent of Lender.
REMEDIES ON DEFAULT(INCLUDING POWER OF SALE). If a Default occurs Lender
shall have ail the rights and remedies of a secured party under the Uniform Commercial Code.
Without limitation thereto, Lender shall have the following rights and remedies: (i) to take
immédiate possession of Collatéral, without notice or resort to légal process, and for such
purpose, to enter upon any premises on which Collatéral or any part thereof may be situated and
to remove the same therefrom, or, at its option, to render Collatéral unusable or dispose of said
Collatéral on Debtor's premises; (ii) to require Debtor to assemble the Collatéral and make it
available to Lender at a place to be designated by Lender; (iii) to exercise its or its affiliate's
right of set-off or Lender lien as to any monies of Debtor deposited in deposit accounts and
investment accounts of any nature maintained by Debtor with Lender or affiliâtes of Lender,
without advance notice, regardless of whether such accounts are général or spécial; (iv) to
dispose of Collatéral, as a unit or in parcels, separately or with any real property interests also
securing the Secured Obligations, in any county or place to be selected by Lender, at either
private or public sale (at which public sale Lender may be the purchaser) with or without having
the Collatéral physically présent at said sale. In addition to the foregoing, Lender shall be
authorized to: transfer into Lender's name or the name of its nominee, ail or any part of the
Collatéral; receive ail interest, dividends, and other proceeds of the Collatéral; notify any person
obligated on any Collatéral of the security interest of Lender therein and require such person to
make payment directly to Lender; demand, sue for, collect or receive the Collatéral and any
proceeds thereof, and/or make any settlement or compromise as Lender deems désirable with
respect to any Collatéral; and exercise any voting, conversion, registration, purchase or other
rights of an owner, holder or entitlement holder of the Collatéral. Debtor agréés that Lender may
exercise its rights under this Security Agreement without regard for the actual or potential tax
conséquences to Debtor under fédéral or state law and without regard to any instructions or
directives given Lender by Debtor.
Any notice of sale, disposition or other action by Lender required by law and sent to Debtor at
Debtor's address shown above, or at such other address of Debtor as may from time to time be
shown on the records of Lender, at least 5 days prior to such action, shall constitute reasonable
notice to Debtor. Notice shall be deemed given or sent when mailed postage prepaid to Debtor's
address as provided herein. Lender shall be entitled to apply the proceeds of any sale or other
disposition of the Collatéral, and the payments received by Lender with respect to any of the
Collatéral, to Secured Obligations in such order and manner as Lender may détermine.
Collatéral that is perishable or subject to rapid déclinés in value or is customarily sold in
recognized markets may be disposed of by Lender without providing notice of sale. Debtor
waives any and ail requirements that the Lender sell or dispose of ail or any part of the Collatéral
at any particular time, regardless of whether Debtor has requested such sale or disposition.
REMEDIES ARE CUMULATIVE. No failure on the part of Lender to exercise, and no delay
in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise by Lender or any right, power or remedy hereunder preclude any
No. 2:19-bk-00787 Doc 52-8 Filed 11/02/19 Entered 11/02/19 10:03:07 Page 23
of 35
other or further exercise thereof or the exercise of any right, power or remedy. The remedies
herein provided are cumulative and are not exclusive of any remedies provided by law, in equity,
or in other Note and other documents memorialized in the sale of the Business.
INDEMNIFICATION. Debtor shall protect, indemnify and save harmless Lender from and
against ail losses, liabilities, obligations, daims, damages, penalties, fines, causes of action, costs
and expenses (including, without limitation, reasonable attorneys' fees and expenses)
(collectively, "Damages") imposed upon, incurred by or asserted or assessed against Lender on
account of or in connection with (i) the Note and other documents memorialized in the sale of
the Business or any failure or alleged failure of Debtor to comply with any of the terms of, or the
inaccuracy or breach of any représentation in, the Note and other documents memorialized in the
sale of the Business, (ii) the Collatéral or any daim of loss or damage to the Collatéral or any
injury or daim of injury to, or death of, any person or property that may be occasioned by any
cause whatsoever pertaining to the Collatéral or the use, occupancy or opération thereof,(iii) any
failure or alleged failure of Debtor to comply with any law, rule or régulation applicable to it or
to the Collatéral or the use, occupancy or opération of the Collatéral (including, without
limitation, the failure to pay any taxes, fees or other charges),(iv) any Damages whatsoever by
reason of any alleged action, obligation or undertaking of Lender relating in any way to or any
matter contemplated by the Note and other documents memorialized in the sale of the Business,
or(v)any daim for brokerage fees or such other commissions relating to the Collatéral. Nothing
contained herein shall require Debtor to indemnify Lender for any Damages resulting from
Lender's gross négligence or its willful misconduct, and such indemnity shall be effective only to
the extent of any Damages that may be sustained by Lender in excess of any net proceeds
received by it from any insurance of Debtor (other than self-insurance) with respect to such
Damages. The indemnity provided for herein shall survive payment of the Secured Obligations
and shall extend to the officers, directors, employées and duly authorized agents of Lender. In
the event Lender incurs any Damages arising out of or in any way relating to the transaction
contemplated by the Note and other documents memorialized in the sale of the Business
(including any of the matters referred to in this section), the amounts of such Damages shall be
added to the Secured Obligations, shall bear interest, to the extent permitted by law, at the
interest rate borne by the Secured Obligations from the date incurred until paid and shall be
payable on demand.
MISCELLANEOUS. (i) Amendments and Waivers. No waiver, amendment or modification
of any provision of this Security Agreement shall be valid unless in writing and signed by Debtor
and an officer of Lender. No waiver by Lender of any Default shall operate as a waiver of any
other Default or of the same Default on a future occasion, (ii) Assignment. Ail rights of Lender
hereunder are freely assignable, in whole or in part, and shall inure to the benefit of and be
enforceable by Lender, its successors, assigns and affiliâtes. Debtor shall not assign its rights
and interest hereunder without the prior written consent of Lender, and any attempt by Debtor to
assign without Lender's prior written consent is null and void. Any assignment shall not release
Debtor from the Secured Obligations. This Security Agreement shall be binding upon Debtor,
and the heirs, personal représentatives, successors, and assigns of Debtor. (iii) Applicable Law;
Conflict Between Documents. This Security Agreement shall be govemed by and interpreted in
accordance with fédéral law and, except as preempted by fédéral law, the laws of the state named
in Lender's address on the first page hereof without regard to that state's conflict of laws
No. 2:19-bk-00787 Doc 52-8 Filed 11/02/19 Entered 11/02/19 10:03:07 Page 24
of 35
principles, except to the extent that the UCC requires the application of the law of a différent
jurisdiction. If any terms of this Security Agreement conflict with the terms of any commitment
letter or loan proposai, the terms of this Security Agreement shall control. (iv) Jurisdiction.
Debtor irrevocably agréés to non-exclusive personal jurisdiction in the state named in the
Lender's address on the first page hereof. (v)Severability, If any provision of this Security
Agreement shall be prohibited by or invalid under applicable law, such provision shall be
ineffective but only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Security Agreement. (vi)
Payments. AH payments shall be made payable to Creditor and delivered to the address at the
top of page I of this Security Agreement or such other address as provided by Lender in writing.
(vii) Notices. Any notices to Debtor shall be suffïciently given, if in writing and mailed or
delivered to the address of Debtor shown above or such other address as provided hereunder; and
to Lender, if in writing and mailed or delivered to the addresses shown above or such other
address as Lender may specify in writing from time to time. In the event that Debtor changes
Debtor's mailing address at any time prior to the date the Secured Obligations are paid in full,
Debtor agréés to promptly give written notice of said change of address by registered or certifîed
mail, retum receipt requested, ail charges prepaid. (viii) Captions. The captions contained
herein are inserted for convenience only and shall not affect the meaning or interprétation of this
Security Agreement or any provision hereof. The use of the plural shall also mean the singular,
and vice versa, (ix) Joint and Several Liability. If more than one party has signed this Security
Agreement, such parties are jointly and severally obligated hereunder. (x) Binding Contract.
Debtor by exécution and Lender by acceptance of this Security Agreement, agree that each party
is bound by ail terms and provisions of this Security Agreement. (xi) Final Agreement. This
Agreement and the other Note and other documents memorialized in the sale of the Business
represent the final agreement between the parties and may not be contradicted by evidence of
prior, contemporaneous or subséquent agreements of the parties. There are no unwritten
agreements between the parties.
Signature page follows
No. 2:19-bk-00787 Doc 52-8 Filed 11/02/19 Entered 11/02/19 10:03:07 Page 25
of 35
IN WITNESS WHEREOF, Debtor, on the day and year first written above, bas caused this
Security Agreement to be duly executed under seal.
TENX Group, LLC
(SEAL)
'resid pt
SEAL)
Raymond J
(SEAL)
dividually
(SEAL)
Raymond Jonés
Panthera Training Center, LLC
(SEAL)
Jaines3*tînelli, Président
(SEAL)
Raymond flones.
Blue Force Technologies, Inc.
SEAL)
elli, Presic pt
(SEAL)
Raymond
Panthera Woldwide, LLC
(SEAL)
James^^un^li, Preiiident
(SEAL)
Raymond Jpnes
No. 2:19-bk-00787 Doc 52-8 Filed 11/02/19 Entered 11/02/19 10:03:07 Page 26
of 35
Panthera Training Center Date:
Weapons Inventory Name:
Admin # Racle # Manufacturer Mbdel Sériai# Action Caliber Other
1 1 Remington 870 RS87239C Pump 12 GA n/a
2 2 Remington 870 RS90272C Pump 12 GA n/a
1 1 Mossberg 590 T579258 Pump 12 GA n/a
'
2 [ '2 Mossberg 590 T579468 Pump 12 GA n/a
1 1 Century Arms AK 47 1964 EF 3314 Semi 7.62mm n/a
_2. . L.2 Centurv Arms AK 47 1967 EF 2298 ...S.emi 7.62mm _.n/a
3 3 Century Arms AK 47/C39 C39WM-003909 Semi 7.6inm n/a
.. ^
4 Century Arms AK 47/Ç39 C39WM-002119 Semi 7,62mm
39NC08017 7.62mm
5
1 ^ Century Arms AK 47/C39 Semi n/a
6 1 6" Century Arms AK 47/C39 39NC08086 Semi 7.62inm n/a
1 1 Glock 19 RTG196 Semi 9mm n/a
-
Glock 19 RTG197 . .9iraa n/a 1 ,1
3 Glock 19 RTG198 Semi 9mm n/a
-iaiQÇk 19 RTG199 Semi 9mm n/a
5 1 Glock 19 PTG200 Semi 9mm n/a
- ^ -f Glock 19 RTG202 . Semi 9mm
7 1 Glock 19 RTG203 Semi 9mm n/a
8 1 Glock 19 RTG204 Semi 9mm n/âJ
9 1 Glock 19 RTG205 Semi 9mm n/a
:^:io.. 1 Glock 19 RTG201 ^ Semi 9mm n/a .
11 1 Glock 19 RTG209 Semi 9mm n/a
12 1 Glock 19 RTG210 Semi . n/a j
1 1 Glock 22 DLM704US Semi 40 cal n/a
2 1 Glock 22 DLM705US Semi 40 cal . n/s 7
1 3 1 Glock 22 DLM732US Semi 40 cal n/a
r .4 t . Glpck 22 DLM750US Semi 4.0..qal n/a .
1 3 1 Glock 22 DLM733US Semi 40 cal n/a
1 1 1 Springfield XDM MG747852 Semi 9mm n/a
1 1 Shelf Mag Tac Suppression 010212-02 n/a 5.56mm n/a
1 1 Shelf EO Tech 512 A0408364 n/a n/a n/a
2 1 Shelf EO Tech 512 A0408410 n/a n/a n/a
3. 1 Shelf EO Tech 512 A0408531 n/a n/a n/a
4 1 Shelf EO Tech 512 A0408450 n/a n/a n/a
' 5 t Shelf EO Tech 512 A0'40845Î n/a li/a n/a
6 1 Shelf EO Tech 512 A0408366 n/a n/a n/a
1 , 7. . , , t Shelf EO Tech 512 AG408367 n^a n/a n?a ^
8 1 Shelf EO Tech 512 A0408418 n/a n/a n/a
[ 9 1 Shelf E^Tech 512
n/a n/a
1 Shelf EO Tech 512 A0408412 n/a n/a
- n/a
11 1 Shelf EO Tech T12" A040842Ô' n/a n/a n/â
12 1 Shelf EO Tech 512 A0408415 n/a n/a
_■■■■! Il n/a
1 13 T Shelf EO Tech 512
Lk 11 Shelf
n/a n/a n/a
EO Tech 512 A0408419 n/a n/a n/a
r Shelf 15 EO Tech 512 A0408454 n/a 1 n/a n/a ^
No. 2:19-bk-00787 Doc 52-8 Filed 11/02/19 Entered 11/02/19 10:03:07 Page 27
Panthera Training Center of 35 Date:_
Weapons Inventory Name:
Admin # Rack # Manufacturer Modal Sériai# Action Caliber Other
16 Shelf EO Tech 512 A0408449 n/a n/a n/a
17 Shelf EQ Teçh 512 A0408414 n/a ...n/aJ
18 Shelf EO Tech 512 A0408453 n/a n/a n/a
. 19 Shelf EO Tech 512 A0408361 n/a , nZa - n/a
20 Shelf EO Tech 512 A0408389 n/a n/a n/a
21 Shelf EO Teçh 512 . 'a04Q8_359
22 Shelf EO Tech 512 A0408636 n/a n/a n/a
23 Sh^lf EO.Tech 512 A0408362... -n/.a.:
24 Shelf EO Tech 512 A0408365 n/a n/a n/a
25 Shelf ÊSL.Ieçh -512 AO 408363 , h/e n/a .. n/a .j
26 Shelf EO Tech 512 A0408383 n/a n/a n/a
; ^ 27 "^hïTF . EO Tech .512 . AP408360 n/a Jh/a. . n/a
28 Shelf EO Tech 512 A0408358 n/a n/a n/a
29 . Shelf EO Tech 512 '"^"AÔ'40B37r n/a n/^. „.-n/.4_
30 Shelf EO Tech 512 125006 n/a n/a n/a
31. . Shelf . EO.Tech 512 172220 n/â n/a '"n/a Z
32 Shelf EO Tech 512 277977 n/a n/a n/a
33 Shelf EO Tech 512 264508 n/a n/a n/a
1 1 Colt AR-15/LE6920/L LE061461 Semi 5.56mm n/a
: 2 2 Colt AR-15/LE6920/L LE060720 Semi 5.56mm . n/a
3 3 Colt AR-15/LE6920/L LE061837 Semi 5.56mm n/a
4 4 Colt AR-15/ïiE6920/L LEO61404 Semi . 5,56mm .n/S
5 5 Colt AR-15/LE6920/L LEO60974 Semi 5.56mm n/a
6 6 Colt AR-15/LE6920/L LE062595 Semi 5.56ram n/a
7 9 Colt AR-15/LE6920/L LEO61064 Semi 5.56mm n/a
8 10 Colt AR-15/LE6920/L LE061371 Semi 5.56inm n/a
9 11 Colt AR-15/LE6920/L LE061686 Semi 5.56mm n/a
[ 10 12 Colt AR-15/LE6920/L LE060745 Semi 5.56mm n/a i
11 13 Colt AR-15/LE6920/L LE062589 Semi 5.56mm n/a
. 12 14 Colt AR-15/LE6920/L LEO61503 Semi 5.56inm n/a
13 15 Colt AR-15/LE6920/L LEO60874 Semi 5.56mm n/a
L..14 . 20 Colt AR-15/LE6920/L LEO62590 Semi 5.56mm n/a :
15 21 Colt AR-15/LE6920/L LEO61078 Semi 5.56mm n/a
"[ 22:..1. Colt . AR-15/LE6920/Î;. LE061827 Semi 5.56mm n/a
23
M'
.18 . 24 .
Colt
Colt
AR-15/LE6920/L
AR-15/LE6920/L
LE060944 Semi 5.56mm n/a
LE061916 Semi 5.56inm n/a ^
19 25 Colt AR-15/LE6920/L LE061444 Semi 5.56mm n/a
,.:tô Colt AR-15/1E.Ç920/L LE061691 Semi 5.56mm , n/a 1
21 27 Colt AR-15/LE6920/L LEO61902 Semi 5.56mm n/a
. 22 28 Colt AR-15/LE692P/L LEO61120 Semi 5.56mm n/a
23 29 Colt AR-15/LE6920/L LEO60973 Semi 5.56mm n/a
t 24 30 Colt AR-15/LE6920/L LE062553 Semi 5.56mm n/a
25 31 Colt AR-15/LE6920/L LE061467 Semi 5.56mm n/a
^ 26 32 Colt AR-15/LE6920/L LE061488 Semi 5.56mm n/a
27 33 Colt AR-15/LE6920/L LEO62015 Semi 1 5.56nim n/a 1
No. Training
Panthera 2:19-bk-00787 Doc 52-8
Center Filed 11/02/19 Entered 11/02/19
Date: 10:03:07 Page 28
Weapons Inventory of 35 Name:
Sériai# Action Caliber Other
1 Admin # Rack # M^ufacturer Model
28 34 Colt AR-15/LE6920/I, LEO6i540 ..Sssl-
29 35 Colt AR-15/LE6920/L LE061292 Semi 5.56mm n/a
30 36 Colt.. . Â8-i5/.LEg9aQ/4^ LE062494 . Semi . 5,56mm
31 37 Colt AR-15/LE6920/L LEO61017 Semi 5.56mm n/a
32 38 ^ .QQlt : Semi n/a .
33 39 Colt AR-15/LE6920/L LE061724 Semi 5.56mm n/a
34 40 Colt AR-15/LE6920/L LEO61580 Semx ^ 5.56mm n/a
1 41 Colt AR-15/LE6921/L LE087495 Semi 5.56mm 10.5"
! "AR-Ï5/ti:6921/.,L
2 . 42 4EQ87i.61...,._...
3 43 Colt AR-15/LE6921/L LE087498 Semi 5.56mm 10.5"
4 . 44 Colt AR-15/LE6.921/L LmQ1412 .10^
5 45 Colt AR-15/LE6921/L LE087478 Semi 5.56mm 10.5"
"4X Colt AR-15/LE6921/L LE087474 . Semi 10.5"
7 47 1 Colt AR-15/LE6921/L LE077527 Semi 5.56mm 10.5"
8 48 t " TÇoït AR-15/LE6921/L LE087459 Semi
9 49 1 Colt AR-15/LE6921/L LE087493 Semi 5.56mm 10.5"
10 50 t Colt AR-15/LE6921/L LEO30665 Semi 5,56inm XQ.5-.
11 51 1 Colt AR-15/LE6921/L LE087496 Semi 5.56mm 10.5"
12 . .. " 52 1 Colt AR-15/LE6921/L LEO87480 Semi 5.56mm 'îo7^""
13 53 I Colt AR-15/LE6921/L LE087481 Semi 5.56mm 10.5"
14 54 t Colt AR-15/LE6921/L LE087488 Semi 5.56|nm
15 55 1 Colt AR-15/LE6921/L LEO41508 Semi 5.56mm 10.5"
16 56 Colt AR-15/LE6921/L LE092379 Semi "S:56inm 10.5"::
1 1-7 57 1 Colt AR-15/LE6921/L LEO92380 Semi 5.56mm 10.5"
18 58 1 Colt AR-15/LE6921/L LE092381 Semi 5.56inm .10,5".
19 59 1 Colt AR-15/LE6921/L LE092382 Semi 5.56mm 10.5"
m II !■ IV . V 1 ^
-29- 60 1 Colt AR-15/LE6921/L LE092383 Semi 5.56mm 10.5"
21 61 1 Colt AR-15/LE6921/L LE092384 Semi 5.56mm 10.5"
L 22 62 T Colt AR-15/LE6921/L LE092385 Semi 5.56mm 10.5"
23 63 1 Colt AR-15/LE6921/L LE092386 Semi 5.56mm 10.5"
i 24 . . 64 j Colt AR-15/LE6921/L LE092387 Semi 5.5.6inm 10.5"
25 65 1 Colt AR-15/LE6921/L LE092388 Semi 5.56mm 10. 5"
: 26 "^66 ' 1 Coït AR-15/LE6921/L LE092389 Semi , 5.56mm 10.5"
27 67 1 Colt AR-15/LE6921/L LEO92390 Semi 5.56inm 10. 5"
28 68 1 Coït ÀR-15/LE6921/L LE092391 _Semi 5.^Smm 10.5"
29 69 1 Colt AR-15/LE6921/L LE092392 Semi 5.56mm 10. 5"
'?0 î Colt AR-15/LE6921/L LE092393 Semi 5.56inm 10.5"
31 71 Colt AR-15/LE6921/L LE092394 Semi 5.56mm 10.5"
; ' 32 72' 1 ''côit AR-15/LE692l7ir LEO92395 Semi 5.56mm loTs-ï"
33 73 1 Colt AR-15/LE6921/L LE092396 Semi 5.56mm 10.5"
i 34 74 j Coït AR-15/LE6921/L LE092397 Semi 5.56inm 10. 5^
35 75 Colt AR-15/LE6921/L LE092398 Semi 5.56mm 10. 5"
1 1 Sims Glock 9ïnm GDLGC6406-07 Semi 9mm n/a
2 Sims Glock 9mm GDLGC6429-07 Semi 9mm n/a
3 T Sims Glock 9mm GDLGCfidfi5-n7 ÇSiaTTl-i
No. 2:19-bk-00787 Doc 52-8 Filed 11/02/19 Entered 11/02/19 10:03:07 Page 29
of 35
Panthera Training Center Date:
Weapons Inventory Name:
Modal Sériai# Action Caliber Other
Rack # Manufacturer
Sims Glock 9mm GDLGC6494-07 Semi .9mm n/a
4
5 Slms Glock 9mm GDLGC6485-07 Semi 9mm n/a
1 Sims Beretta 9mm GDLBD13201-06A Semi 9mm n/a
2 . . Sims Beretta 9mm GDLBD13199-06A Semi 9nmi. n/a
3 Sims Beretta 9mm GDLBD13192-06A Semi 9mm n/a
4 Sim3 Beretta 9mm GDLBDI32O8-O6A Semi 9mm'
5 Sims Beretta 9mm GDLBD13206-06A Semi 9mm n/a
1 Sims M4 Boits GDI^P33Q66-Q4 . Semi 5.56mm
2 Sims M4 Bolts GDLMP33267-04 Semi 5.56inm n/a
Sims M4 Bolts GDLMP33223-04 Semi 5.,.56mm
4 Sims M4 Bolts GDLMP33220-04 Semi 5.56mm n/a
Sims M4 Bolts GDLMP33224-04 Semi 5.56mm
6 Sims M4 Bolts GDLMP33266-04 Semi 5.56mm n/a
1 Sims M4 Bolts GDLMP33221-04 Semi 5.56mm n/a
8 Sims M4 Bolts GDLMP33294-04 Semi 5.56imn n/a
9 Sims M4 Bolts GDLMP33293-04. Semi 5.56mm n/a. :
10 Sims M4 Bolts GDLMP33292-04 Semi 5.56mm n/a
No. 2:19-bk-00787 Doc 52-8 Filed 11/02/19 Entered 11/02/19 10:03:07 Page 30
FOR DIVISION USE ONLY DEPARTMENT OF TRANSPORTATION
of 35
DIVISION OF MOTOR VEHICLES
stun*_^
TKe Division Motor Vehkles of West Virginio c«nifies ihol pursuont fo an applicofion under oofh and in subsfonce prescribed by the lows of
We»t Virginia ard filed wirh laid Division, the opplicani, whoto nome and address first hetoinbalow oppeor, has been regislered in the office ol
said Division as the lowful owner o' the vehicle/boal heremafter described, or is olherwise entilled to hove said vehicle/boot regislered in the nome of said
applicant, thol is >o say:
OZX)METER READING IS NOT REQUIRED
VINICU/BOAT wiionr/uNOTM mu FUVIOUSnTUI
IDINTinCAnON NO NUMHI NilHBU
6014 DM94517 CY10915
1GNGK26R0WJ320312 05/10/2013
PAMTHERA TRAINING CENTER
P 0 BX 981
OLD FIELDS WV
26845
Said Division further certifias ihoi Irom soid venhed applicotion ii appeors the obove described vehicle/boot is sjb|ecl to the lien end encumbronce
described below, ond none other, thaï is lo soy
F RSTL EN
Nome and mail oddress ûf licnhulder
I Th«i lien rutiy poid. sat-sfied and releosed on
! ihis rhe doy ol
Nome o' lienliolde
Sionaturc of person or ohicer
kjlen, svjbsctibed ond iworn ro before me "tus iKe
tJolary Public
Mv conimission expires on
SECOND LIEN
Nome ond moil address ol lienholdei This lien hjlly pod, soiislied ond releosed on
rtiis ihe doy of
Nome ot lianhoyar
Wifnôls thi© corpora'e nom® ol îbe D/vinon of
Molor Vehicles oF Wesi Virginio ond the seal of soid
Division the doy ol yeor set beneoth the name oF
the applicant m the Certilicaie.
DIVISION OF MOTOR VEHiCLÊS W V c- i 1 V 3 eofi
-tt QO NOI AC((RT THI^ imt Ituitcc it /nuTsiuc >u r>i>ip i.>.Tr...s.>.u s..... _
No. 2:19-bk-00787 Doc 52-8
Filed 11/02/19 Entered 11/02/19 10:03:07 Page 31
of 35
FOR DIVISION USE ONLY DEPARTMENT OF TRANSPORTATION
division of motor vehicles
R N T E
CLASS
LICENSE «
MAKE YEAR
EXP DATE
CERTIFICATE OF TITLE TO A HOTOR VEHICLE
rn'^'AiiT ft 'r'fAvy/atrv--V
'umwiw/Jwîa #r-i* aerîiiî
TSe Division of Motor Vahiclei of WasJ Virginia certifies thol pursjont (o on oppiicolion under oath ond In substance prescribed by rhe lowj of
West Virginie ond filed willi soid Division, the oppiiconr, whose nome ond oddress first hereinbebw oppeor, hos been registered in rhe office of
soid Division os tho lowful owner of the votiic!e/booi hereinoftei described, or is otfierwise eniitled to hove soid vefiicle/bool registered in Ifie nome of soid
opplicanl, tfsol is lo soy: /
ODOMETER READIN6 IS NOT REQUXRED
MUUCl/IOBT VIAI VlNieU/BOAT mvious TTTIJ
MODIL IDIKHriCAnON HO. NUMBU
DODG 2002 8000 DM94270 DB88956
cw
1B7HU18N32J104802 05/02/2013
PANTHERA TRAININ6 CENTER
PO BX 981
OLD FIELDS WV
26845
Soid Division furtfser certifies tSot from soid verified application it oppeais ihe obove described rehicie/boot is subject to tbe lien ond encumbronce
described beiow, ond none other, thot is to soy
FIRST LIEN RELEASE
Nome and mo.i oddress cf iianhoWe. l,en blly poid satisfied ond reieosed on
ifiis i^e dov oî . 20
Name lier^holder
5«gncrur« of O' offic«'
icken. (ubscribdd and iworn to bofore iriG rhi» th«
NotGfy Public.
SECOND LIEN
RELKASI
Noma ond mail Qdd<8(S of lienhoidor TKis Han futly poid, soiiified ond ralaaied on
iHu 1h© doy of
Nome ol lenhol^er
Signoture of per>or of officer
loken, jubtcribed ond sworrs ro belore me Itiis the
Notory Putsl»-
My commission expii
Witnoss the corporote nome of the Division of
Motor Vehiclei of West Virginia ond the seol of soid
Division the doy of yaor set beneofh rhe nome of
the oppiicont in Ihe Certifcote.
DIVISION OF MOTOR VEHICLES
FOR DIVISION USE ONLY DEPARTMENT OF TRANSPORTATION
DIVISION OF MOTOR VEHICLES
Tne Dwision of Mo>or Vehicles of Weti Virginie certifies thol pursuonî »o on application ufider oath and <n substance prescribed by the lows of
West Virginia and filed wiih joid Division, rtie oppliconi, whose nome and oddress hr$t herainbelow appear, has been registered in Ihe office of
soid Division os the lowfyt owner of the vehicle/boat hereinafter descibed, or is oltierwise enlitled to hove soid vehicle/boot registered in the norne of soid
applicont, thol is to soy:
ODOHETER READING IS NOT REQUIRED
MAKI/tODT TIA* VIHICLi/IOAT WIWHT/UneTN TTTU HuviewsTmt
MODIl IDEHTinCATION NO. NUMUl NUMMI
FORD 1995 10000 DM94273
PK
1PTEF14MXSNB68010 05/02/2013
PANTHERA TRAINING CENTER
PO BX 981
OLD FIELDS WV
26845
Soid fufiter cortiRes thol Rom soid vcriRea application it appeors the above desctioed vehicle/boat is subiect to the lien and erscumbranc#
described b«law, or>d none other, tfiat is to ^oy
FIRST LIEN REUASE
Nome ond moil oddress of iienhoWe'
TKlj lien fulfy poid, so'isfied ond reieosed on
doy or .
Nome of UenKolder
Signorure of perjon or o^cer
token. subKribed orKd swofn lo before me this iKe
My commission expirei i .doy ol 20
SECOND UEN
RELEA5E
Ngme ond mail odd'es» o( lientiolder T>iis lien Miy poid, sohsfied ond releosed on
iKis the doy of
Nome of iienhotder
Signoture of person of officef
token, jubseribed ond jworn to before me il\ij iSe
Notory Pnhfir
^ ^commission expires i
Witneis the corporote nome of the Division of
A-totor Vehicles of West Virginio ond the seal of soid Q
Division the doy of yeor sel beneolh the nome ol S
the opplicoftt m ihe CeniRcote. H
DIVISION OF MOTOfi V£HICl£S VC-iI ? 3 l
Filed 11/02/19
Page 32 Entered 11/02/19 10:03:07 of 35 Doc 52-8 No. 2:19-bk-00787
No. 2:19-bk-00787 Doc 52-8
Filed 11/02/19 Entered 11/02/19 10:03:07 Page 33
of 35
FOR DIVISION USE OSLY DEPARTMENT of transportation
division OFMOTOR VEHICLES
EXP DATE StNft» ^
The Division ol Motor Vehicle» oF Wesl Virginie certifies rfsot pursuont ro an oppticaiion under ooth ond m subsionce prescnbed by the lows o
Wesl Virginie ond filed w.rfi Mtd Division, rtie applicart, wFsose nome and oddress firsi hereinbelow oppeor, Fios been reg.stered in the ortice oF
loid Division os ihe lowful owner of the vehide/booi hereinofter described, o' is olherwise eniltled lo hove soid vehicle/bool registered m tfie nome of Wid
oppliconl, tfiol is to soy:
ODOMETER READING IS NOT REQUIRED
VEHieU/BOAT «niAHT/UNOTH TITU MIVIOUB TtTU
MAKl/BOOT TIAR
IDlNTlflCATION MO. NUMBII NUMBIK
MODIL
07 INTL 1993 25200 DM94274 CZ03808
1HTSDN2M2PH488859 05/02/2013
PANTHERA TRAINING CENTER
PO BX 981
OLD FIELDS WV
26845
Soid Division further certifies thoi from soid ve'ified oppiicotton it appeo's itie obove descr.bec vehic'e/&oot .$ sobject to the lien and encumbronc®
described below. ond norse other. thaï Is to say
FIRST UEN
Nome ond moil oddress of iienholder Ihis l'en itly pord. sctisiied ond rreoseo
ihis ihe doy of
Nome of lienholdei
Signoture pf perron or oHice'
••UuJa Token. (ubscribe^ ond iwprn le balors me this ihe
NoîQfy Pgblic
Mv com-nij^ion aAUfce» on
SECOND UEN
RBLEASE
Nome orsd moit oddress of liersholder This lien futly poid, sdtisfiad ond releosed on
this the doy of
Nome pf Liar^holda
Signature of person or officar
'A/ /ftT:
loicerf, $ub$cribed ond >worn to before me itiri tha
Nofory Pubiig
My commisnon expirât 0
Wirne^s ffte corporote nome of rhe Oivlsior^ of
Motor Vehicles of Wesl Virginie ond tf» sool of soid
Division the doy of year sel beneatfi ff>e nome of
the oppliconl in the Certificole.
DIVISION OF MOTOR VEHICLES
2f''Clâl
CONTAINS AN fAGlE WATfRMARK. HOID TO lIGtIT TO VIfW.
•
No. 2:19-bk-00787 Doc 52-8 Filed 11/02/19 Entered 11/02/19 10:03:07 Page 34
of 35
FOR DIVISION USE ONLY DEPARTMENT OF TRANSPORTATION
DIVISION OF MOTOR VEHICLES
EXP DATE
FOR DIVISION USE ONLY DEPARTMENT OF TRANSPORTATION
DIVISION OF MOTOR VEHICLES
EXP DATE
The Division of Moior Vehiciss of Wesl Vlrglnio cenifles ihol pursuont to on opplicoiion under ooth ond In subsfonca pre^cribed by fhe laws of
Wesl Virginia and filed with joid Division, ibe oppiicont, whose nome and oddress lirst herembelow appear, hos been regislered in the office of
said Division os the lowful owner of the vehlcle/boai hereinofier described, or is otheiNvise eniiried to hove said vehicle/booi registered in the norne of soid
oppiicani, thot ts to soy:
ODOMETER READING 112023 ACTUAL
MAKI/IOfiT YUK VIHICU/BOAT tnisHT/uMSTH rmi MflVMUfTrnj
MOBIL IDINTIFICATION NO. NUMUR NUMBIR
CHEV 2004 5796 DM94271
UT
3GNGR26U246248922 05/02/2013
PANTHERA TRAINING CENTER
PO BX 981
OLD FIELDS WV
26845
^id Di^l'ion further certifies rhoi from said verified opplicotion ii oppeors the obcve oescribed vehide/boal is subject (o the lien ond encumbranee
described below, and nono other, thot is to soy:
FIRST LIEN RELEASE
Nome and rno<l oddress ol nenhoJde-
This lien hiliy paid. solislied and teteosed O"
ihis the day o'
Norne of (.lenSolder
Sigrsoture of peison or officer
laten, subscribed and sworn to befoie me this th©
Notory Public
Mt commission expires on. ■ dny ni ?0 ,,
SECOND LIEN
RELEASE
Nome orsd rnail oddress ol tienhoider This lien fully pcid, solistied ond releosed on
rtMs the doy ol
Nûme ol Lienholder
Signature ol person or o^icer
token, subscribed ond sworn to before me this the jgy gf 20
Notory Puhlir
My eommiss.on expires rsn .J—»t pf)
Wiiness the corporote nome of rhe Division of
Motor Vehides of West Virginio and the seal of soid
Division the day of yecr sel beneoth the name of
the oppiicani in t(^ CertiFicote.
WlÊ.
DIVISION OF MOTOR VEHICLES
Filed 11/02/19
Page 35 Entered 11/02/19 10:03:07 of 35 Doc 52-8 No. 2:19-bk-00787
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