Common use of BORROWER'S REPRESENTATIONS AND WARRANTIES Clause in Contracts

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that (a) it is in good standing under the laws of the state of its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could not reasonable be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted Liens; (g) at the time any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faith.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby reaffirms all of the representations and warranties set forth in the Loan Documents, and further represents and warrants that (a) it the Borrower is in good standing under the laws sole legal and beneficial owner of the state of its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could not reasonable be expected to have a Material Adverse EffectProperty; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Modification Agreement do not contravene, result in a breach of, or constitute a default under, any mortgage, loan agreement, indenture or other contract or agreement to which the Borrower is a party or by which the Borrower or any of its properties may be bound (nor would such execution and delivery constitute such a default with the Notes will passage of time or the giving of notice or both), and do not violate or contravene any law, order, decree, rule, regulation or judgment affecting restriction to which the Borrower or result the Property is subject; (c) this Modification Agreement constitutes the legal, valid and binding obligations of the Borrower enforceable in any breach of any material agreement or other instrument binding on Borroweraccordance with its terms; (d) no the execution and delivery of, and performance under, this Agreement are within the Borrower’s power and authority without the joinder or consent of Borrower's shareholders or holder any other party and have been duly authorized by all requisite action, and are not in contravention of any indebtednesslaw, or filing withof Borrower’s articles of organization or operating agreement, or approval ofof any indenture, any governmental agency agreement or commission, undertaking to which has not already been obtained or performed, as appropriate, Borrower is a condition to the performance of the terms of this Security Agreement party or the Notesby which it is bound; (e) there is exists no action uncured default by Borrower or proceeding pending Guarantors under the Notes or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on of the business, financial condition or operations of Borrowerother Loan Documents; (f) at there are no offsets, claims, counterclaims, cross-claims or defenses with respect to the time any Loan Obligations; and (g) Borrower is made hereunder, Borrower owns duly organized and will keep all legally existing under the laws of the Collateral free State of Delaware and clear qualified to do business in the State of all liens, claims California. The Borrower further represents and encumbrances other than Permitted Liens, andwarrants that, except for this Security Agreementas disclosed to Administrative Agent in writing, there is no deed of trustsuit, mortgagejudicial or administrative action, security agreement claim, investigation, inquiry, proceeding or other third party interest against any of the Collateral other than Permitted Liens; demand pending (g) at the time any Loan is made hereunderor, Borrower has good and marketable title to the Collateral; (hBorrower’s knowledge, threatened) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; against (i) the Collateral isBorrower, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at against any other time is and will at person liable directly or indirectly for the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interestObligations, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens which affects the Property or the Borrower’s title to the Property, or (iii) which affects the validity, enforceability or priority of carriersany of the Loan Documents. The Borrower agrees to indemnify and hold the Administrative Agent and all Lenders harmless against any loss, warehousemenclaim, mechanicsdamage, materialmenliability or expense (including, vendorswithout limitation, landlords attorneys’ fees) incurred as a result of any representation or warranty made by the Borrower herein which proves to be untrue or inaccurate in any respect, and other liens arising by operation of law for obligations incurred in any such occurrence shall constitute a default under the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faithLoan Documents.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that (a) it is in good standing under the laws of the state of its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could would not reasonable be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liensencumbrances, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted LiensCollateral; (g) at the time any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted LiensLender, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faith.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants that (a) it Borrower is in good standing under the laws sole legal and beneficial owner of the state of its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could not reasonable be expected to have a Material Adverse EffectProperty; (b) it the execution and delivery of this Agreement do not contravene, result win a breach of, or constitute a default under, any deed of trust, loan agreement, indenture or other contract or agreement to which Borrower is a party or by which Borrower or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both) and do not violate or contravene any law, order, decree, rule, regulation or restriction to which Borrower or the Property is subject; (c) Borrower has full power and authority to execute and deliver this Security Agreement; (d) this Agreement and constitutes the Notes and perform the terms hereof and thereoflegal, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their its terms; (ce) the execution and delivery of of, and performance under, this Security Agreement are within Borrower's power and authority without the Notes will not contravene any law, regulation joinder or judgment affecting Borrower or result in any breach consent of any material other party, and do not violate any indenture, agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, undertaking to which has not already been obtained or performed, as appropriate, Borrower is a condition to the performance of the terms of this Security Agreement party or the Notes; (e) there by which he is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrowerbound; (f) at to the time best of Borrower's knowledge, there exists no default under the Note or any other Loan is made hereunderDocument, Borrower owns and will keep (g) all of the Collateral free debt evidenced by the Note is and clear of all liensshall be for business, claims and encumbrances other than Permitted Lienscommercial, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement investment or other third party interest similar purpose and not primarily for personal, family, household or agricultural use. Borrower agrees to indemnify and hold Lender harmless against any of the Collateral other than Permitted Liens; loss, (gclaim, damage, liability or expense (including, without limitation, attorneys' fees) at the time any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear incurred as a result of any lien representation or encumbrance except warranty made by Borrower herein which proves to be untrue or inaccurate in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faithrespect.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that (a) it is in good standing under the laws of the state of its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could would not reasonable be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their termsterms except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally, and except for judicial limitations on the enforcement of the remedy of specific enforcement and other equitable remedies; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower, which breach would have a Material Adverse Effect; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liensencumbrances, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted Lienssuch interest as may be contemplated in an intercreditor agreement to which the Lender is a party; (g) at the time any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted LiensLender, notwithstanding the manner in which the Collateral may be attached to any real propertyproperty other than such lien or encumbrance as may be contemplated in an intercreditor agreement to which the Lender is a party; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faith.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower's business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys' fees) or other harm arising out of any violation thereof; (ii) Borrower's principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (aiii) it Borrower is duly organized, licensed, validly existing and in good standing under the laws of the its state of its formationformation and shall hereafter remain in good standing in that state, and is duly qualified to do business qualified, licensed and will in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified during qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified qualify or become licensed could not reasonable be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect adverse effect on the businessfinancial condition, financial condition business or operations of Borrower; (fiv) at the time true and correct legal name of the Borrower is set forth in the application; (v) the aggregate ownership percentage of the Signatories is greater than or equal to fifty percent (50%) of the Borrowers business; (vi) the execution, delivery and performance of this Agreement, and any Loan other document executed in connection herewith, are within Borrowers powers, have been duly authorized, are not in contravention of law or the terms of Borrower's charter, by-laws or other constating documents, or of any indenture, agreement or undertaking to which Borrower is made hereunder, a party; (vii) all organization papers and all amendments thereto of Borrower owns have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will keep be so maintained; (viii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the Collateral free foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects or the value of the Collateral; and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, (ix) there is no deed of trustaction, mortgagesuit, security agreement proceeding or other third party interest investigation pending or, to Borrowers knowledge, threatened against or affecting it or any of the Collateral other than Permitted Liens; (g) at the time its assets before or by any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes court or other governmental charges not at authority which, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens value of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faithCollateral.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that (a) it is in good standing under the laws of the state of its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could would not reasonable be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liensencumbrances, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted LiensLiens (as defined below); (g) at the time any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for other than Permitted LiensLiens (as defined below), notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faith.correct

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that (a) it is in good standing under the laws of the state of its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could would not reasonable be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liensencumbrances, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted LiensCollateral; (g) at the time any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted LiensLender, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriersl)Borrower owes approximately $30,000 to Autonet, warehousemenInc. pursuant to a certain promissory note. Borrower represents and warrants to Lender that Borrower shall not borrow any additional funds from Autonet, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faith.Inc. after March 27,

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby reaffirms all of representations and warranties set forth in the Loan Documents, and further represents and warrants that that: (a) it the Borrower is in good standing under the laws sole legal and beneficial owner of the state of its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could not reasonable be expected to have a Material Adverse EffectProperty; (b) it has full authority the execution and delivery of this Agreement does not contravene, resulting in a breach of, or constitute a default under, any deed of trust, loan agreement, indenture or other contract or agreement to execute which Borrower is a party or by which Borrower or any of its properties may be bound (nor would such execution and deliver this Security Agreement and delivery constitute such a default with the Notes and perform passage of time or the terms hereof and thereofgiving of notice or both), and does not violate or contravene any law, order, decree, rule, regulation or restriction to which Borrower or the Property is subject; (c) this Security Agreement and constitutes the Notes have been duly authorizedlegal, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their its terms; (cd) the execution and delivery of, and performance under, this Agreement are within Borrower’s power and authority without the joinder or consent of this Security Agreement any other party and the Notes will have been duly authorized by all requisite action, and are not contravene in contravention of any law, regulation or judgment affecting Borrower or result in any breach of any material indenture, agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders undertaking to which Borrower is party or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, by which has not already been obtained or performed, as appropriate, it is a condition to the performance of the terms of this Security Agreement or the Notesbound; (e) there is triere exists no action default under the Note or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrowerother Loan Document; (f) at there are no offsets, claims or defenses with respect to the time any Loan Obligations; and (g) Borrower is made hereunder, Borrower owns duly organized and will keep all legally existing under the laws of the Collateral free state of its organization and clear is duly qualified to do business in the state of all liens, claims Georgia. The Borrower further represents and encumbrances other than Permitted Liens, andwarrants that, except for this Security Agreementas disclosed in public filings, there is no deed suit, judicial or administrative action, claim, investigation, inquiry, proceeding or demand pending (or, to Borrower’s knowledge, threatened) against (i) Borrower, or against any other person liable directly or indirectly for the Obligations, or (ii) which affects the Property or the Borrower’s title to the Property, or (iii) which affects the validity enforceability or priority of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted Liens; Loan Documents. Borrower agrees to indemnify and hold the Lender harmless against any loss, claim damage, liability or expense (gincluding, without limitation, attorneys’ fees) at the time incurred as a result of any Loan is representation or warranty made hereunder, by Borrower has good and marketable title herein which proves to the Collateral; (h) at the time be untrue or inaccurate in any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral isrespect, and will remain at all times any such occurrence shall constitute a default under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faithLoan Documents.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that as of the date of execution and delivery of this Agreement and as of the date of the Loan as follows: (a) it Borrower is in good standing a corporation organized under the laws of the state State of Florida, having a principal place of business at 7100 Xxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxx, 00000, xuly organized, validly existing under the laws of the jurisdiction of its formationorganization with full power to enter into and to pay and perform its obligations under this Agreement and the other Loan Documents, and is duly qualified to do business and will remain duly qualified during the term of each Loan or licensed in each state all other jurisdictions where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could not reasonable be expected qualify would adversely affect the conduct of its business or its ability to have a Material Adverse Effectperform any of its obligations under or the enforceability of this Agreement; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes all other Loan Documents have been duly authorized, executed and delivered and constitute valid by Borrower, are valid, legal and binding obligations of Borrower, are enforceable against Borrower enforceable in accordance with their termsterms and do not and will not contravene any provisions of or constitute a default under Borrower’s organization documents, any agreement to which it is a party or by which it or any of its property is bound, or any applicable law, regulation or order of any governmental authority; (c) the execution and delivery proceeds of this Security Agreement and the Notes Loan will not contravene any law, regulation or judgment affecting Borrower or result in any breach be used exclusively to finance the acquisition of any material agreement or other instrument binding on Borrowerthe Equipment; (d) Borrower is (or upon the acquisition thereof will be) the sole owner of, and has good and marketable title to, and all necessary rights in, and power to transfer pursuant to the terms hereof, all of the Equipment, free and clear of all liens and encumbrances (excepting only the Lien of the Lender), and upon the filing with the Secretary of State of Florida of a Uniform Commercial Code financing statement naming Lender, as secured party, Borrower, as debtor, and the Equipment as the collateral, Lender shall have a valid, perfected, first priority security interest in the Equipment; (e) no consent of Borrower's shareholders or holder of any indebtednessapproval of, or filing with, or approval of, any governmental agency authority or commissionother person is required in connection with Borrower’s entering into, which has not already been obtained or performedthe payment or performance of its obligations under, as appropriatethis Agreement and the other Loan Documents; (f) there are no suits or proceedings pending or, is a condition to the performance knowledge of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower Borrower, threatened, before any court or administrative governmental agency which might have a Material Adverse Effect on against or affecting Borrower which, if decided adversely to Borrower, would adversely affect the business, financial condition conduct of its business or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against its ability to perform any of its obligations under or the Collateral enforceability of this Agreement and the other than Permitted LiensLoan Documents; (g) at the time any Loan is made hereunderfinancial statements of Borrower which have been delivered to Lender have been prepared in accordance with generally accepted accounting principles consistently applied, Borrower and fairly present Borrower’s financial condition and the results of its operations as of the date of and for the period covered by such statements (subject to customary year-end adjustments), and since the date of such statements there has good and marketable title to the Collateralbeen no adverse change in such financial condition or operations; (h) Borrower’s full and correct legal name is set forth on the signature page hereof and Borrower will not change its legal name or the location of its jurisdiction of organization without giving to Lender at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreementleast thirty (30) days prior written notice thereof; (i) the Collateral Equipment will always be used for business or commercial, and not personal purposes; (j) Borrower is not in default under any obligation for borrowed money, for the deferred purchase price of property or any lease agreement which, either individually or in the aggregate, would have an adverse effect on the condition of its business or its ability to perform any of its obligations under or the enforceability of this Agreement; (k) under the laws of the jurisdiction(s) in which the Equipment is to be located, the Equipment consists solely of personal property and not fixtures; and (l) Borrower is, and will remain at remain, in full compliance with all times under laws and regulations applicable lawto it including without limitation, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes ensuring that no person who owns a controlling interest in or otherwise controls Borrower is or shall be (A) listed on the Specially Designated National and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury and/or any other governmental charges not at the time delinquent similar lists maintained by OFAC pursuant to any authorizing statute, executive order or thereafter payable without penalty regulations or being contested in good faith; (C) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar executive order and (ii) liens compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on BSA compliance and on the prevention and detection of carriers, warehousemen, mechanics, materialmen, vendors, landlords money laundering violations. Borrower’s representations and other liens arising by operation warranties shall survive termination or expiration of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faiththis Agreement.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that (a) it is a corporation in good standing under the laws of the state of its formationincorporation, and duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could not reasonable be expected to have a Material Adverse Effectlocated; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect materially adverse effect on the business, financial condition or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liensencumbrances, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted LiensCollateral; (g) at the time any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted LiensLender, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respectscorrect; and (k) the security interest granted to Lender hereunder is a perfected first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faith.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants Xxxxxxxx Sherbrooke hereby jointly and severally reaffirm all of the representations and warranties set forth in the Loan Documents (as defined in the Loan Agreement, as amended hereby), and further jointly and severally represent and warrant that (a) it the execution and delivery of this Agreement do not contravene, resulting in an breach of, or constitute a default under, any deed of trust, loan agreement, indenture or other contract or agreement to which the Borrower or Xxxxxxxx Sherbrooke is in good standing under a party or by which the laws Borrower, Xxxxxxxx Sherbrooke or any of their respective properties may be bound (nor would such execution and delivery constitute such a default with the state passage of its formationtime or the giving of notice or both), duly qualified and do not violate or contravene any law, order, decree, rule, regulation or restriction to do business and will remain duly qualified during which the term of each Loan in each state where necessary to carry on its present business and operationsBorrower, including Xxxxxxxx Sherbrooke or the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could not reasonable be expected to have a Material Adverse EffectProperty is subject; (b) it has full authority to execute and deliver this Security Agreement and constitutes the Notes and perform the terms hereof and thereoflegal, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of the Borrower and Xxxxxxxx Sherbrooke enforceable in accordance with their its terms; (c) the execution and delivery of, and performance under, this Agreement are within the Borrower’s and Comstack Sherbrooke’s power and authority without the joinder or consent of this Security Agreement any other party and the Notes will have been duly authorized by all requisite action, and are not contravene in contravention of any law, regulation or judgment affecting of the Borrower’s or Xxxxxxxx Sherbrooke’s charter, bylaws or other corporate organizational documents or of any indenture, agreement or undertaking to which the Borrower or result in any breach of any material agreement Xxxxxxxx Sherbrooke is a party or other instrument binding on Borrowerby which it is bound; (d) there exists no consent of Borrower's shareholders default under the Note or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notesother Loan Document; (e) there is are no action offsets, claims or proceeding pending defenses with respect to the Borrower’s or threatened against Borrower before Guarantor’s obligations under any court or administrative agency which might have a Material Adverse Effect on of the business, financial condition or operations of BorrowerLoan Documents (the “Obligations”); and (f) at the time any Loan is made hereunder, Borrower owns and will keep all Xxxxxxxx Sherbrooke are each duly organized and legally existing under the laws of the Collateral free Commonwealth of Virginia and clear is duly qualified to do business in the Commonwealth of all liens, claims Virginia. The Borrower and encumbrances other than Permitted Liens, andXxxxxxxx Sherbrooke further jointly and severally represent and warrant that, except for this Security Agreementas disclosed in writing to the Lender, there is no deed of trustsuit, mortgagejudicial or administrative action, security agreement claims, investigation, inquiry, proceeding or other third party interest against any of the Collateral other than Permitted Liens; demand pending (g) at the time any Loan is made hereunderor, Borrower has good and marketable title to the Collateral; (hBorrower’s or Xxxxxxxx Sherbrooke’s knowledge threatened) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; against (i) the Collateral isBorrower, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at against any other time is and will at person liable directly or indirectly for the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interestObligations, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens which affects the Property or the Borrower’s or Xxxxxxxx Sherbrooke’s title to the Property, or (iii) which affects the validity, enforceability or priority of carriersany of the Loan Documents. The Borrower and Xxxxxxxx Sherbrooke jointly and severally agree to indemnify and hold the Lender harmless against any loss, warehousemenclaim, mechanicsdamage, materialmenliability or expense (including, vendorswithout limitation, landlords attorneys’ fees) incurred as a result of any representation or warranty made by the Borrower or Xxxxxxxx Sherbrooke herein which proves to be untrue or inaccurate in any respect, and other liens arising by operation of law for obligations incurred in any such occurrence shall constitute a default under the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faithLoan Documents.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby reaffirms all of representations and warranties set forth in the Loan Documents, and further represents and warrants that that: (a) it the Borrower is in good standing under the laws sole legal and beneficial owner of the state of its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could not reasonable be expected to have a Material Adverse EffectProperty; (b) it has full authority the execution and delivery of this Agreement does not contravene, resulting in a breach of, or constitute a default under, any deed of trust, loan agreement, indenture or other contract or agreement to execute which Borrower is a party or by which Borrower or any of its properties may be bound (nor would such execution and deliver this Security Agreement and delivery constitute such a default with the Notes and perform passage of time or the terms hereof and thereofgiving of notice or both), and does not violate or contravene any law, order, decree, rule, regulation or restriction to which Borrower or the Property is subject; (c) this Security Agreement and constitutes the Notes have been duly authorizedlegal, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their its terms; (cd) the execution and delivery of, and performance under, this Agreement are within Borrower’s power and authority without the joinder or consent of this Security Agreement any other party and the Notes will have been duly authorized by all requisite action, and are not contravene in contravention of any law, regulation or judgment affecting Borrower or result in any breach of any material indenture, agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, undertaking to which has not already been obtained or performed, as appropriate, Borrower is a condition to the performance of the terms of this Security Agreement party or the Notesby which it is bound; (e) there is exists no action default under the Note or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrowerother Loan Document; (f) at there are no offsets, claims or defenses with respect to the time any Loan Obligations; and (g) Borrower is made hereunder, Borrower owns duly organized and will keep all legally existing under the laws of the Collateral free state of its organization and clear is duly qualified to do business in the state of all liens, claims Georgia. The Borrower further represents and encumbrances other than Permitted Liens, andwarrants that, except for this Security Agreementas disclosed in public filings, there is no deed material suit, judicial or administrative action, claim, investigation, inquiry, proceeding or demand pending (or, to Borrower’s knowledge, threatened) against (i) Borrower, or against any other person liable directly or indirectly for the Obligations, or (ii) which affects the Property or the Borrower’s title to the Property, or (iii) which affects the validity enforceability or priority of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted Liens; Loan Documents. Borrower agrees to indemnify and hold the Lender harmless against any loss, claim damage, liability or expense (gincluding, without limitation, attorneys’ fees) at the time incurred as a result of any Loan is representation or warranty made hereunder, by Borrower has good and marketable title herein which proves to the Collateral; (h) at the time be untrue or inaccurate in any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral isrespect, and will remain at all times any such occurrence shall constitute a default under applicable law, removable personal property, which is free and clear the Loan Documents. Bank of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faith.America — Cxxxxxxx Atlanta Homes Modification

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that (a) it is in good standing under the laws of the state of its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could would not reasonable be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's ’s shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liensencumbrances, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted LiensLiens (as defined below); (g) at the time any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for other than Permitted LiensLiens (as defined below), notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (lI) on or before January 1, 2000, Borrower's ’s computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faith.Year

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower’s business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys’ fees) or other harm arising out of any violation thereof; (ii) Borrower’s principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the Application; (aiii) it Borrower is duly organized, licensed, validly existing and in good standing under the laws of the its state of its formationformation and shall hereafter remain in good standing in that state, and is duly qualified to do business qualified, licensed and will in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified during qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified qualify or become licensed could not reasonable be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect adverse effect on the businessfinancial condition, financial condition business or operations of Borrower; (fiv) at the time exact legal name of the Borrower is set forth in the Application; (v) the execution, delivery and performance of this Agreement, the Application and any Loan other document executed in connection herewith, are within Borrower’s powers, have been duly authorized, are not in contravention of law or the terms of Borrower’s charter, by-laws or other organization papers, or of any indenture, agreement or undertaking to which Borrower is made hereunder, a party; (vi) all organization papers and all amendments thereto of Borrower owns have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will keep be so maintained; (vii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its organization documents and by-laws, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the Collateral free foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects or the value of the Collateral; and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, (viii) there is no deed of trustaction, mortgagesuit, security agreement proceeding or other third party interest investigation pending or, to Borrower’s knowledge, threatened against or affecting it or any of the Collateral other than Permitted Liens; (g) at the time its assets before or by any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes court or other governmental charges not at authority which, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens value of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faithCollateral.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby reaffirms all of the representations and warranties set forth in the Loan Documents, and further represents and warrants that (a) Each Borrower is the sole legal and beneficial owner of the Property covered by its respective Mortgage; (b) the execution and delivery of this Agreement do not contravene, result in a breach of, or constitute a default under, any mortgage, loan agreement, indenture or other contract or agreement to which any Borrower is a party or by which any Borrower or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both), and do not violate or contravene any law, order, decree, rule, regulation or restriction to which any Borrower or any Property is subject; (c) this Agreement constitutes the legal, valid and binding obligations of each Borrower enforceable in accordance with its terms; (d) the execution and delivery of, and performance under, this Agreement are within each Borrower's power and authority without the joinder or consent of any other party and have been duly authorized by all requisite action, and are not in contravention of any law, or of any Borrower's articles of organization or operating agreement or of any indenture, agreement or undertaking to which any Borrower is a party or by which it is in good standing bound; (e) there exists no default under the Bank of America Note or The PrivateBank Note or any other Loan Document; (f) there are no offsets, claims, counterclaims, cross-claims or defenses with respect to the Obligations; and (g) each Borrower is duly organized and legally existing under the laws of the state of its formation, organization and is duly qualified to do business in the state of Florida. Each Borrower further represents and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Notewarrants that, except where failure to be so qualified could not reasonable be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable as disclosed in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition writing to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security AgreementAdministrative Agent, there is no deed suit, judicial or administrative action, claim, investigation, inquiry, proceeding or demand pending (or, to any Borrower's knowledge, threatened) against (i) any Borrower, or (ii) which affects the Property or any Borrower's title to its respective Property, or (iii) which affects the validity enforceability or priority of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted Liens; Loan Documents. Each Borrower agrees to indemnify and hold the Lender harmless against any loss, claim, damage, liability or out-of-pocket expense (gincluding, without limitation, reasonable attorneys' fees) at the time incurred as a result of any Loan is representation or warranty made hereunder, by that Borrower has good and marketable title herein which proves to the Collateral; (h) at the time be untrue or inaccurate in any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral ismaterial respect, and will remain at all times any such occurrence shall constitute a default under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faithLoan Documents.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that as of the date of execution and delivery of this Agreement and as of the date of the Loan as follows: (a) it Borrower is in good standing a corporation organized under the laws of the state State of Kentucky, having a principal place of business at 0000 Xxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxx, 00000, duly organized, validly existing under the laws of the jurisdiction of its formationorganization with full power to enter into and to pay and perform its obligations under this Agreement and the other Loan Documents, and is duly qualified to do business and will remain duly qualified during the term of each Loan or licensed in each state all other jurisdictions where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could not reasonable be expected qualify would adversely affect the conduct of its business or its ability to have a Material Adverse Effectperform any of its obligations under or the enforceability of this Agreement; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes all other Loan Documents have been duly authorized, executed and delivered and constitute valid by Borrower, are valid, legal and binding obligations of Borrower, are enforceable against Borrower enforceable in accordance with their termsterms and do not and will not contravene any provisions of or constitute a default under Borrower's organization documents, any agreement to which it is a party or by which it or any of its property is bound, or any applicable law, regulation or order of any governmental authority; (c) the execution and delivery proceeds of this Security Agreement and the Notes Loan will not contravene any law, regulation or judgment affecting Borrower or result in any breach be used exclusively to finance the acquisition of any material agreement or other instrument binding on Borrowerthe Equipment; (d) Borrower is (or upon the acquisition thereof will be) the sole owner of, and has good and marketable title to, and all necessary rights in, and power to transfer pursuant to the terms hereof, all of the Equipment, free and clear of all liens and encumbrances (excepting only the Lien of the Lender), and upon the filing with the Secretary of State of Kentucky of a Uniform Commercial Code financing statement naming Lender, as secured party, Borrower, as debtor, and the Equipment as the collateral, Lender shall have a valid, perfected, first priority security interest in the Equipment; (e) no consent of Borrower's shareholders or holder of any indebtednessapproval of, or filing with, or approval of, any governmental agency authority or commissionother person is required in connection with Borrower's entering into, which has not already been obtained or performedthe payment or performance of its obligations under, as appropriatethis Agreement and the other Loan Documents; (f) there are no suits or proceedings pending or, is a condition to the performance knowledge of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower Borrower, threatened, before any court or administrative governmental agency which might have a Material Adverse Effect on against or affecting Borrower which, if decided adversely to Borrower, would adversely affect the business, financial condition conduct of its business or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against its ability to perform any of its obligations under or the Collateral enforceability of this Agreement and the other than Permitted LiensLoan Documents; (g) at the time any Loan is made hereunderfinancial statements of Borrower which have been delivered to Lender have been prepared in accordance with generally accepted accounting principals consistently applied, Borrower and fairly present Borrower's financial condition and the results of its operations as of the date of and for the period covered by such statements (subject to customary year-end adjustments), and since the date of such statements there has good and marketable title to the Collateralbeen no adverse change in such financial condition or operations; (h) Borrower's full and correct legal name is set forth on the signature page hereof and Borrower will not change its legal name or the location of its jurisdiction of organization without giving to Lender at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreementleast thirty (30) days prior written notice thereof; (i) the Collateral Equipment will always be used for business or commercial, and not personal purposes; (j) Borrower is not in default under any obligation for borrowed money, for the deferred purchase price of property or any lease agreement which, either individually or in the aggregate, would have an adverse effect on the condition of its business or its ability to perform any of its obligations under or the enforceability of this Agreement; (k) under the laws of the jurisdiction(s) in which the Equipment is to be located, the Equipment consists solely of personal property and not fixtures; and (i) Borrower is, and will remain at remain, in full compliance with all times under laws and regulations applicable lawto it including without limitation, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes ensuring that no person who owns a controlling interest in or otherwise controls Borrower is or shall be (A) listed on the Specially Designated National and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC"), Department of the Treasury and/or any other governmental charges not at the time delinquent similar lists maintained by OFAC pursuant to any authorizing statute, executive order or thereafter payable without penalty regulations or being contested in good faith; (C) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar executive order and (ii) liens compliance with all applicable Bank Secrecy Act ("BSA") laws, regulations and government guidance on BSA compliance and on the prevention and detection of carriers, warehousemen, mechanics, materialmen, vendors, landlords money laundering violations. Borrower's representations and other liens arising by operation warranties shall survive termination or expiration of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faiththis Agreement.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby reaffirms all of the representations and warranties set forth in the Loan Documents, and further represents and warrants that (a) it each Borrower, either individually or together with another Borrower, is in good standing under the laws of the state sole legal and beneficial owner of its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could not reasonable be expected to have a Material Adverse EffectProperty; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement do not contravene, result in a breach of, or constitute a default under, any Borrower’s certificate of formation, articles of organization or operating agreement (as applicable), and to Borrower’s knowledge, any contract, agreement or other instrument to which the Notes will Borrower is a party or by which the Borrower or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both), and, to the Borrower’s knowledge, do not violate or contravene any law, order, decree, rule, regulation or judgment affecting restriction to which the Borrower or result the Property is subject; (c) this Agreement constitutes the legal, valid and binding obligations of the Borrower enforceable in any breach of any material agreement or other instrument binding on Borroweraccordance with its terms; (d) no the execution and delivery of, and performance under, this Agreement are within the Borrower’s power and authority, have been duly authorized by all requisite action (including the consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, other party whose consent is a condition to the performance of the terms of this Security Agreement or the Notesrequired); (e) there is exists no action default under the Note or proceeding any other Loan Document; and (f) to the Borrower’s knowledge there are no offsets, claims, counterclaims, cross-claims or defenses with respect to the Obligations. The Borrower further represents and warrants that, to the Borrower’s knowledge and except as disclosed in writing to the Lender, there are no suits, judicial or administrative actions, claims, investigations, inquiries, proceedings or demands pending or threatened in writing against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted Liens; (g) at the time any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral isBorrower, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at against any other time is and will at person liable directly or indirectly for the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interestObligations, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens which affects the Property or the Borrower’s title to its Property, or (iii) which affects the validity, enforceability or priority of carriersany of the Loan Documents. The Borrower agrees to indemnify and hold the Lender harmless against any loss, warehousemenclaim, mechanicsdamage, materialmenliability or expense (including, vendorswithout limitation, landlords attorneys’ fees) incurred as a result of any representation or warranty made by the Borrower herein which proves to be untrue or inaccurate in any material respect, and other liens arising by operation of law for obligations incurred in any such occurrence shall constitute a default under the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faithLoan Documents.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents represents, warrants and warrants that agrees that: (a) it is Borrower owns the sole, full and clear title to all of its respective existing Collateral free and clear of any lien, security interest, charge or encumbrance except for the security interest created by this Agreement and except as permitted by the Promissory Note, and no effective financing statement or other instrument similar in good standing under the laws effect covering all or any part of the state of its formation, duly qualified to do business and will remain duly qualified during the term of each Loan Collateral is on file in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Noteany recording office, except where failure such as may have been filed in favor of Lender relating to be so qualified could not reasonable be expected to have a Material Adverse Effectthis Agreement; (b) it Borrower has full authority the right and power to execute and deliver this Security Agreement and grant the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their termssecurity interests granted hereunder; (c) Borrower will pay, prior to delinquency, all taxes, charges, Liens and assessments against the execution and delivery portion of this Security Agreement and the Notes Collateral owned by it; (d) the Collateral will not contravene be used for any unlawful purpose or in violation of any law, regulation or judgment affecting Borrower or result ordinance, nor used in any breach of way that will void or impair any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition insurance required to the performance of the terms of this Security Agreement or the Notesbe carried in connection therewith; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on will, to the businessextent consistent with good business practice, financial condition or operations keep the Collateral owned by it in reasonably good repair, working order and condition, and from time to time make all needful and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered good practice by owners of Borrowerlike Property; (f) at Borrower will take all reasonable steps to preserve and protect the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted LiensCollateral; (g) at the time any Loan is made hereunderBorrower will maintain, Borrower has good with responsible insurance companies, adequate and marketable title to customary insurance covering the Collateral; (h) at Borrower will promptly notify Lender in writing in the time event of any Loan is made hereundersubstantial or material damage to the Collateral (considered as a whole) from any source whatsoever, all Collateral has been receivedand, installed and is ready for use and is satisfactory in all respects except for the purposes disposition of this Security Agreement; (i) collections and other proceeds of the Collateral ispermitted by Article VII, and Borrower will remain at all times under applicable lawnot remove or permit to be removed any part of the Collateral from its place of business without the prior written consent of Lender, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which such items of the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred as are removed in the ordinary course of business not at or in connection with any transaction or disposition otherwise permitted herein; (i) in the time delinquent event Borrower changes its name or thereafter payable without penalty or being contested its address as either are set forth herein, Borrower will notify Lender of such name and/or address change promptly, but in good faithany event, within ten (10) days of such occurrence; (j) all Collateral consisting of goods is located solely in the States listed in Exhibit ------- A; (k) the chief executive office of Borrower is located in the State of - California; (l) Borrower's state of incorporation is the State of Nevada; and (m) the exact legal name of Borrower is "BrightCube, Inc.".

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby reaffirms all of representations and warranties set forth in the Loan Documents, and further represents and warrants that that; (a) it the Borrower is in good standing under the laws sole legal and beneficial owner of the state of its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could not reasonable be expected to have a Material Adverse EffectProperty; (b) it has full authority the execution and delivery of this Agreement does not contravene, result in a breach of, or constitute a default under, any deed of trust, loan agreement, indenture or other contract or agreement to execute which Borrower is a party or by which Borrower or any of its properties may be bound (nor would such execution and deliver this Security Agreement and delivery constitute such a default with the Notes and perform passage of time or the terms hereof and thereofgiving of notice or both), and does not violate or contravene any law, order, decree, rule, regulation or restriction to which Borrower or the Property is subject; (c) this Security Agreement and constitutes the Notes have been duly authorizedlegal, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their its terms; (cd) the execution and delivery of, and performance under, this Agreement are within Borrower’s power and authority without the joinder or consent of this Security Agreement any other party and the Notes will have been duly authorized by all requisite action, and are not contravene in contravention of any law, regulation or judgment affecting Borrower or result in any breach of any material indenture, agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, undertaking to which has not already been obtained or performed, as appropriate, Borrower is a condition to the performance of the terms of this Security Agreement party or the Notesby which it is bound; (e) there is exists no action default under the Note or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrowerother Loan Document; (f) at there are no offsets, claims or defenses with respect to the time any Loan Obligations; and (g) Borrower is made hereunder, Borrower owns duly organized and will keep all legally existing under the laws of the Collateral free state of its organization and clear is duly qualified to do business in the Commonwealth of all liens, claims Virginia. The Borrower further represents and encumbrances other than Permitted Liens, andwarrants that, except for this Security Agreementas disclosed in public filings, there is no deed material suit, judicial or administrative action, claim, investigation, inquiry, proceeding or demand pending (or, to Borrower’s knowledge, threatened) against (i) Borrower, or against any other person liable directly or indirectly for the Obligations, or (ii) which affects the Property or the Borrower’s title to the Property, or (iii) which affects the validity enforceability or priority of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted Liens; Loan Documents. Borrower agrees to indemnify and hold the Lender harmless against any loss, claim, damage, liability or expense (gincluding, without limitation, attorneys’ fees) at the time incurred as a result of any Loan is representation or warranty made hereunder, by Borrower has good and marketable title herein which proves to the Collateral; (h) at the time be untrue or inaccurate in any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral isrespect, and will remain at all times any such occurrence shall constitute a default under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faithLoan Documents.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower's business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys' fees) or other harm arising out of any violation thereof; (ii) Borrower's principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the Application; (aiii) it Borrower is duly organized, licensed, validly existing and in good standing under the laws of the its state of its formationformation and shall hereafter remain in good standing in that state, and is duly qualified to do business qualified, licensed and will in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified during qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified qualify or become licensed could not reasonable be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect adverse effect on the businessfinancial condition, financial condition business or operations of Borrower; (fiv) at the time exact legal name of the Borrower is set forth in the Application; (v) the execution, delivery and performance of this Agreement, the Application and the Business Loan Key Terms Supplement, and any Loan other document executed in connection herewith, are within Borrower's powers, have been duly authorized, are not in contravention of law or the terms of Borrower's charter, by-laws or other organization papers, or of any indenture, agreement or undertaking to which Borrower is made hereunder, a party; (vi) all organization papers and all amendments thereto of Borrower owns have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will keep be so maintained; (vii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its organization documents and by-laws, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the Collateral free foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects or the value of the Collateral; and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, (viii) there is no deed of trustaction, mortgagesuit, security agreement proceeding or other third party interest investigation pending or, to Borrower 's knowledge, threatened against or affecting it or any of the Collateral other than Permitted Liens; (g) at the time its assets before or by any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes court or other governmental charges not at authority which, if determined adversely to it, would have a material adverse effect on its financial condition , business or prospects or the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens value of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faithCollateral.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that as of the date of execution and delivery of this Agreement and as of the date of each Advance as follows: (a) it Borrower is in good standing a corporation organized under the laws of the state State of Florida, having a principal place of business at 7000 Xxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx, 00000, duly organized, validly existing under the laws of the jurisdiction of its formationorganization with full power to enter into and to pay and perform its obligations under this Agreement and the other Loan Documents, and is duly qualified to do business and will remain duly qualified during the term of each Loan or licensed in each state all other jurisdictions where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could not reasonable be expected qualify would adversely affect the conduct of its business or its ability to have a Material Adverse Effectperform any of its obligations under or the enforceability of this Agreement; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes all other Loan Documents have been duly authorized, executed and delivered and constitute valid by Borrower, are valid, legal and binding obligations of Borrower, are enforceable against Borrower enforceable in accordance with their termsterms and do not and will not contravene any provisions of or constitute a default under Borrower’s organization documents, any agreement to which it is a party or by which it or any of its property is bound, or any applicable law, regulation or order of any governmental authority; (c) the execution and delivery proceeds of this Security Agreement and each Advance will be used exclusively to finance the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach acquisition of any material agreement or other instrument binding on Borrowerthe Equipment; (d) Borrower is (or upon the acquisition thereof will be) the sole owner of, and has good and marketable title to, and all necessary rights in, and power to transfer pursuant to the terms hereof, all of the Equipment, free and clear of all liens and encumbrances (excepting only the Lien of the Lender), and upon the filing with the Secretary of State of Florida of a Uniform Commercial Code financing statement naming Lender, as secured party, Borrower, as debtor, and the Equipment as the collateral, Lender shall have a valid, perfected, first priority security interest in the Equipment; (e) no consent of Borrower's shareholders or holder of any indebtednessapproval of, or filing with, or approval of, any governmental agency authority or commissionother person is required in connection with Borrower’s entering into, which has not already been obtained or performedthe payment or performance of its obligations under, as appropriatethis Agreement and the other Loan Documents; (f) there are no suits or proceedings pending or, is a condition to the performance knowledge of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower Borrower, threatened, before any court or administrative governmental agency which might have a Material Adverse Effect on against or affecting Borrower which, if decided adversely to Borrower, would adversely affect the business, financial condition conduct of its business or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against its ability to perform any of its obligations under or the Collateral enforceability of this Agreement and the other than Permitted LiensLoan Documents; (g) at the time any Loan is financial statements of Borrower which have been delivered or made hereunderpublicly available to Lender have been prepared in accordance with generally accepted accounting principles consistently applied, Borrower and fairly present Borrower’s financial condition and the results of its operations as of the date of and for the period covered by such statements (subject to customary year-end adjustments), and since the date of such statements there has good and marketable title to the Collateralbeen no adverse change in such financial condition or operations; (h) Borrower’s full and correct legal name is set forth on the signature page hereof and Borrower will not change its legal name or the location of its jurisdiction of organization without giving to Lender at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreementleast thirty (30) days prior written notice thereof; (i) the Collateral Equipment will always be used for business or commercial, and not personal purposes; (j) Borrower is not in default under any obligation for borrowed money, for the deferred purchase price of property or any lease agreement which, either individually or in the aggregate, would have an adverse effect on the condition of its business or its ability to perform any of its obligations under or the enforceability of this Agreement; (k) under the laws of the jurisdiction(s) in which the Equipment is to be located, the Equipment consists solely of personal property and not fixtures; and (l) Borrower is, and will remain at remain, in full compliance with all times under laws and regulations applicable lawto it including without limitation, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes ensuring that no person who owns a controlling interest in or otherwise controls Borrower is or shall be (A) listed on the Specially Designated National and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury and/or any other governmental charges not at the time delinquent similar lists maintained by OFAC pursuant to any authorizing statute, executive order or thereafter payable without penalty regulations or being contested in good faith; (C) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar executive order and (ii) liens compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on BSA compliance and on the prevention and detection of carriers, warehousemen, mechanics, materialmen, vendors, landlords money laundering violations. Borrower’s representations and other liens arising by operation warranties shall survive termination or expiration of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faiththis Agreement.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower Each Borrower, jointly and severally, represents and warrants that to Lenders that: (a) it is in good standing Borrowers have full corporate or company power and authority, as applicable, to execute and deliver this Amendment and to perform the obligations of their part to be performed hereunder and under the laws Loan Documents as amended hereby; (b) Borrowers have taken all necessary action, corporate, company or otherwise, as applicable, to authorize the execution and delivery of this Amendment; (c) no consent, approval or authorization of any person or entity (other than any of the state of its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral foregoing as has been obtained or will be located timely obtained by Borrowers) is or will be required in connection with the execution or delivery by Borrowers of this Amendment or the performance by Borrowers hereof and the Loan Documents as specified on each Exhibit A amended hereby; (d) this Amendment and the Loan Documents as amended hereby are, or upon delivery thereof to each NoteLenders will be, the legal, valid and binding obligations of Borrowers, enforceable against Borrowers in accordance with their respective terms, except where failure as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; and (e) as of the date hereof, (i) after giving effect to be so qualified could this Amendment, no Default or Event of Default has occurred and is continuing, (ii) the representations and warranties of Borrowers contained in Article 3 of the 2023 Loan Agreement and Part 3 of the 2023 Supplement are true and correct in all material respects, and (iii) none of Borrowers’ accounts payable are past due, except to the extent such past due account payable would not reasonable reasonably be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance . In furtherance of the terms of this Security Agreement or foregoing, each Borrower, jointly and severally, represents and warrants to Lenders that Borrowers maintain the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns following Deposit Accounts and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted Liens; (g) at the time any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twentyinvestment accounts: Institution Name: [***] Address: [***] ABA No.: [***] Contact Name: [***] Phone No.: [***] E-first centuries including leap year calculations. "Permitted Liens" shall mean and includemail: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faith[***] Account Title: [***] Account No.: [***] Institution Name: [***] Address: [***] ABA Number: [***] Contact Name: [***] Phone No.: [***] E-mail: [***] Account Owner: [***] Account No.: [***]

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that as of the date of execution and delivery of this Agreement and as of the date of each Advance as follows: (a) it Borrower is in good standing a limited liability company organized under the laws of the state State of Nevada, having a principal place of business at 00000 Xxxxxxxxxxxx Xxxxx, Xxxx Xxxxxx, Xxxxxxxxxx, 00000, duly organized, validly existing under the laws of the jurisdiction of its formationorganization with full power to enter into and to pay and perform its obligations under this Agreement and the other Loan Documents, and is duly qualified to do business and will remain duly qualified during the term of each Loan or licensed in each state all other jurisdictions where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could not reasonable be expected qualify would adversely affect the conduct of its business or its ability to have a Material Adverse Effectperform any of its obligations under or the enforceability of this Agreement; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes all other Loan Documents have been duly authorized, executed and delivered and constitute valid by Borrower, are valid, legal and binding obligations of Borrower, are enforceable against Borrower enforceable in accordance with their termsterms and do not and will not contravene any provisions of or constitute a default under Borrower’s organization documents, any agreement to which it is a party or by which it or any of its property is bound, or any applicable law, regulation or order of any governmental authority; (c) the execution and delivery proceeds of this Security Agreement and each Advance will be used exclusively to finance the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach acquisition of any material agreement or other instrument binding on Borrowerthe Equipment; (d) Borrower is (or upon the acquisition thereof will be) the sole owner of, and has good and marketable title to, and all necessary rights in, and power to transfer pursuant to the terms hereof, all of the Equipment, free and clear of all liens and encumbrances (excepting only the Lien of the Lender), and upon the filing with the Secretary of State of Nevada of a Uniform Commercial Code financing statement naming Lender, as secured party, Borrower, as debtor, and the Equipment as the collateral, Lender shall have a valid, perfected, first priority security interest in the Equipment; (e) no consent of Borrower's shareholders or holder of any indebtednessapproval of, or filing with, or approval of, any governmental agency authority or commissionother person is required in connection with Borrower’s entering into, which has not already been obtained or performedthe payment or performance of its obligations under, as appropriatethis Agreement and the other Loan Documents; (f) there are no suits or proceedings pending or, is a condition to the performance knowledge of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower Borrower, threatened, before any court or administrative governmental agency which might have a Material Adverse Effect on against or affecting Borrower which, if decided adversely to Borrower, would adversely affect the business, financial condition conduct of its business or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against its ability to perform any of its obligations under or the Collateral enforceability of this Agreement and the other than Permitted LiensLoan Documents; (g) at the time any Loan is financial statements of Borrower which have been delivered or made hereunderpublicly available to Lender have been prepared in accordance with generally accepted accounting principals consistently applied, Borrower and fairly present Borrower’s financial condition and the results of its operations as of the date of and for the period covered by such statements (subject to customary year-end adjustments), and since the date of such statements there has good and marketable title to the Collateralbeen no adverse change in such financial condition or operations; (h) Borrower’s full and correct legal name is set forth on the signature page hereof and Borrower will not change its legal name or the location of its jurisdiction of organization without giving to Lender at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreementleast thirty (30) days prior written notice thereof; (i) the Collateral Equipment will always be used for business or commercial, and not personal purposes; (j) Borrower is not in default under any obligation for borrowed money, for the deferred purchase price of property or any lease agreement which, either individually or in the aggregate, would have an adverse effect on the condition of its business or its ability to perform any of its obligations under or the enforceability of this Agreement; (k) under the laws of the jurisdiction(s) in which the Equipment is to be located, the Equipment consists solely of personal property and not fixtures; and (l) Borrower is, and will remain at remain, in full compliance with all times under laws and regulations applicable lawto it including without limitation, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes ensuring that no person who owns a controlling interest in or otherwise controls Borrower is or shall be (A) listed on the Specially Designated National and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury and/or any other governmental charges not at the time delinquent similar lists maintained by OFAC pursuant to any authorizing statute, executive order or thereafter payable without penalty regulations or being contested in good faith; (C) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar executive order and (ii) liens compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on BSA compliance and on the prevention and detection of carriers, warehousemen, mechanics, materialmen, vendors, landlords money laundering violations. Borrower’s representations and other liens arising by operation warranties shall survive termination or expiration of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faiththis Agreement.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrowers business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys' fees) or other harm arising out of any violation thereof, (ii) Borrower's principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (aiii) it Borrower is duly organized, licensed, validly existing and in good standing under the laws of the its state of its formationformation and shall hereafter remain in good standing in that state, and is duly qualified to do business qualified, licensed and will in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified during qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified qualify or become licensed could not reasonable be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect adverse ODC App #: 855640 Customer: VAPOR HUB INTERNATIONAL INC effect on the businessfinancial condition, financial condition business or operations of Borrower; (fiv) at the time true and correct legal name of the Borrower is set forth in the application; (v) the aggregate ownership percentage of the Signatories is greater than or equal to fifty percent (50%) of the Borrower's business; (vi) the execution, delivery and performance of this Agreement, and any Loan other document executed in connection herewith, are within Borrower's powers, have been duly authorized, are not in contravention of law or the terms of Borrower's charter, by-laws or other constating documents, or of any indenture, agreement or undertaking to which Borrower is made hereunder, a party; (vii) all organization papers and all amendments thereto of Borrower owns have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will keep be so maintained; (viii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the Collateral free foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects or the value of the Collateral; and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, (ix) there is no deed of trustaction, mortgagesuit, security agreement proceeding or other third party interest investigation pending or, to Borrowers knowledge, threatened against or affecting it or any of the Collateral other than Permitted Liens; (g) at the time its assets before or by any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes court or other governmental charges not at authority which, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens value of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faithCollateral.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and ------------------------------------------ warrants (and if requested by Lender, promptly will provide supporting documents to the effect and an initial, one time only opinion of counsel substantially in the form requested by Lender) that as of the date that Borrower signs this Master Agreement and as of the date of each subsequent Loan and Security Agreement and the date of each advance of funds by Lender for a Loan: (ai) it all items of the Equipment either are new and unused or have been used only by Borrower for not more than six months, except as otherwise specified in a Loan and Security Agreement; (ii) Borrower is duly organized, validly existing and in good standing under the laws of the state jurisdiction of its formationorganization, duly and is qualified and in good standing to do business and will remain duly qualified during the term of each Loan in each state where wherever necessary to carry on its present business and operations, including the jurisdiction(s) jurisdictions where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could not reasonable be expected to have a Material Adverse EffectEquipment is located; (biii) it Borrower has full authority the power to execute and deliver enter into this Security Agreement and the Notes other instruments and documents executed by Borrower in connection herewith (together with this Agreement, the "Transactional Documents") and to pay and perform the terms hereof and thereof, and its obligations under this Security Agreement and the Notes other Transactional Documents; (iv) this Agreement and the other Transactional Documents have been duly authorized, executed and delivered by Borrower, and constitute valid the valid, legal and binding obligations of Borrower enforceable in accordance with their terms; (cv) no vote or consent of, or notice to, the holders of any class of stock of Borrower is required, or if required, such vote or consent has been obtained or given, to authorize the execution, delivery and performance of this Agreement and the other Transactional Documents by Borrower; (vi) neither the execution and delivery by Borrower of this Security Agreement and or the Notes will not contravene any lawother Transactional Documents, regulation nor the consummation by Borrower of the transactions contemplated hereby or judgment affecting thereby, nor compliance by Borrower with the provisions hereof or result thereof, conflicts with or results in any a breach of any material of the provisions of any Certificate of Incorporation or By-laws or partnership or trust agreement or other instrument binding on Borrower; (d) no consent certificate of Borrower's shareholders , or holder of any indebtednessapplicable law, judgment, order, writ, injunction, decree, award, rule or regulation of any court, administrative agency or other governmental authority, or filing withof any indenture, or approval ofmortgage, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, there is no deed of trust, mortgageother agreement or instrument of any nature to which Borrower is a party or by which it or its property is bound or affected or pursuant to which it is constituted, or constitutes a default under any thereof or will result in the creation of any lien, charge, security agreement interest or other third party interest against encumbrance upon any of the Collateral Collateral, other than Permitted Liensthe interests therein of Lender or any Assignee (as hereinafter defined), or upon any other right or property of Borrower or will in any manner adversely affect Lender's or any Assignee's security interest in any of the Equipment; (gvii) at the time any Loan is made hereunderno consent, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunderapproval, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes withholding of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes objection or other governmental charges not at the time delinquent authorization of or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriersby any court, warehousemenadministrative agency, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faith.other

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that (a) it is in good standing under the laws of the state of its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, Note except where the failure to be so qualify or remain qualified could would not reasonable be expected to have a Material Adverse Effectmaterial adverse effect upon Borrower; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their termsterms except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor's rights generally, and general principles of equity; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect materially adverse effect on the business, financial condition or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liensencumbrances, and, except for this Security Agreement, there is no deed of trustbust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted LiensCollateral; (g) at the time any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted LiensLender, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respectscorrect; and (k) the security interest granted to Lender hereunder is a perfected first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faith.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that (a) it is in good standing under the laws of the state of its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could would not reasonable be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) to the best of its knowledge there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liensencumbrances, and, except for this Security Agreement, there is no deed of trust, mortgage, mortgage security agreement or other third party interest against any of the Collateral other than Permitted LiensLiens (as defined below); (g) at the time any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for other than Permitted LiensLiens (as defined below), notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faithbusiness.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that (a) it is in good standing under the laws of the state of its formation, duly qualified to do business and will remain duly qualified quality during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could would not reasonable be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) to the best of Borrower's knowledge, there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted LiensCollateral; (g) at the time any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted LiensLender, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth years 1999 and twenty-first centuries 2000, including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faith.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower's business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys' fees) or other harm arising out of any violation thereof; (ii) Borrower's principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (aiii) it Borrower is duly organized, licensed, validly existing and in good standing under the laws of the its state of its formationformation and shall hereafter remain in good standing in that state, and is duly qualified to do business qualified, licensed and will in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified during qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified qualify or become licensed could not reasonable be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect adverse effect on the businessfinancial condition, financial condition business or operations of Borrower; (fiv) at the time true and correct legal name of the Borrower is set forth in the application; (v) the aggregate ownership percentage of the Signatories is greater than or equal to fifty percent (50%) of the Borrower's business; (vi) the execution, delivery and performance of this Agreement , and any Loan other document executed in connection herewith, are within Borrower's powers, have been duly authorized, are not in contravention of law or the terms of Borrower's charter, by- laws or other constating documents, or of any indenture, agreement or undertaking to which Borrower is made hereunder, a party; (vii) all constating documents and all amendments thereto of Borrower owns have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will keep be so maintained; (viii) Borrower (a) is subject to no charter, corporate or other legal restriction,orany judgment,award,decree,order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the Collateral free foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition , business or prospects or the value of the Collateral; and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, (ix) there is no deed of trustaction, mortgagesuit, security agreement proceeding or other third party interest investigation pending or, to Borrower's knowledge, threatened against or affecting it or any of the Collateral other than Permitted Liens; (g) at the time its assets before or by any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes court or other governmental charges not at authority which, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens value of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faithCollateral.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that (a) it is a corporation in good standing under the laws of the state of its formationincorporation, and duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could not reasonable be expected to have a Material Adverse Effectlocated; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect materially adverse effect on the business, financial condition or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liensencumbrances, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted LiensCollateral; (g) at the time any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted LiensBorrower or any other person other than Lender, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respectscorrect; and (k) the security interest granted to Lender hereunder is a perfected first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faith.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower represents acknowledges, represents, warrants and warrants that agrees that: (a) it is after giving effect to this Agreement, the representations and warranties contained in good standing under the laws Credit Agreement, as amended hereby, and the representations and warranties contained in the other Loan Documents are true and correct in all material respects on and as of the state Effective Date and on the date hereof as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date (except that any such representation and warranty that is qualified by materiality is true and correct in all respects as of the applicable date), and except that for purposes herein, the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01 of the Credit Agreement; (b) the execution, delivery and performance of this Agreement are within the limited liability company or corporate power and authority of the Borrower and have been duly authorized by appropriate limited liability company and corporate action and proceedings; (c) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Noteterms, except where failure as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity, and no portion of the Obligations are subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind; (d) there are no governmental or other third party consents, licenses and approvals required to be so qualified made or obtained by it in connection with its execution, delivery, performance, validity and enforceability of this Agreement; (e) no Defaults or Events of Default shall have occurred and be continuing; and (f) since the date of the financial statements most recently delivered pursuant to Section 6.01(a) of the Credit Agreement, there has been no event or circumstance, either individually or in the aggregate, that has had or could not reasonable reasonably be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted Liens; (g) at the time any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faith.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that (a) it is in good standing under the laws of the state of its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could would not reasonable be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrower; , (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liensencumbrances, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted LiensCollateral; (g) at the time any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted LiensLender, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faith.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that (ai) it Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower's business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys' fees) or other harm arising out of any violation thereof; (ii) Borrowers principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (iii) Borrower is duly organized, licensed, validly existing and in good standing under the laws of the its state of its formationformation and shall hereafter remain in good standing in that state, and is duly qualified to do business qualified, licensed and will in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified during qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified qualify or become licensed could not reasonable be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect adverse effect on the businessfinancial condition, financial condition business or operations of Borrower; (fiv) at the time true and correct legal name of the Borrower is set forth in the application; (v) the aggregate ownership percentage of the Signatories is greater than or equal to fifty percent (50%) of the Borrowers business; (vi) the execution, delivery and performance of this Agreement, and any Loan other document executed in connection herewith, are within Borrowers powers, have been duly authorized, are not in contravention of law or the terms of Borrowers charter, by-laws or other constaling documents, or of any indenture, agreement or undertaking to which Borrower is made hereunder, a party; (vii) organization papers and al] amendments thereto of Borrower owns have been duly flied and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will keep be so maintained; (viii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the Collateral free foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects or The value of the Collateral; and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, (ix) there is no deed of trustaction, mortgagesuit, security agreement proceeding or other third party interest investigation pending or, to Borrowers knowledge, threatened against or affecting it or any of the Collateral other than Permitted Liens; (g) at the time its assets before or by any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes court or other governmental charges not at authority which, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens value of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faithCollateral.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that (a) it is in good standing under the laws of the state of its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could would not reasonable be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liensencumbrances, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted LiensCollateral; (g) at the time any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed instaled and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted LiensLender, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faith.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that as of the date of execution and delivery of this Agreement and as of the date of each Advance as follows: (a) it Borrower is in good standing a corporation organized under the laws of the state State of Missouri, having a principal place of business at 2000 Xxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx, 00000, duly organized, validly existing under the laws of the jurisdiction of its formationorganization with full power to enter into and to pay and perform its obligations under this Agreement and the other Loan Documents, and is duly qualified to do business and will remain duly qualified during the term of each Loan or licensed in each state all other jurisdictions where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified could not reasonable be expected qualify would adversely affect the conduct of its business or its ability to have a Material Adverse Effectperform any of its obligations under or the enforceability of this Agreement; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes all other Loan Documents have been duly authorized, executed and delivered and constitute valid by Borrower, are valid, legal and binding obligations of Borrower, are enforceable against Borrower enforceable in accordance with their termsterms and do not and will not contravene any provisions of or constitute a default under Borrower’s organization documents, any agreement to which it is a party or by which it or any of its property is bound, or any applicable law, regulation or order of any governmental authority; (c) the execution and delivery proceeds of this Security Agreement and each Advance will be used exclusively to finance the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach acquisition of any material agreement or other instrument binding on Borrowerthe Equipment; (d) Borrower is (or upon the acquisition thereof will be) the sole owner of, and has good and marketable title to, and all necessary rights in, and power to transfer pursuant to the terms hereof, all of the Equipment, free and clear of all liens and encumbrances (excepting only the Lien of the Lender), and upon the filing with the Secretary of State of Missouri of a Uniform Commercial Code financing statement naming Lender, as secured party, Borrower, as debtor, and the Equipment as the collateral, Lender shall have a valid, perfected, first priority security interest in the Equipment; (e) no consent of Borrower's shareholders or holder of any indebtednessapproval of, or filing with, or approval of, any governmental agency authority or commissionother person is required in connection with Borrower’s entering into, which has not already been obtained or performedthe payment or performance of its obligations under, as appropriatethis Agreement and the other Loan Documents; (f) there are no suits or proceedings pending or, is a condition to the performance knowledge of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower Borrower, threatened, before any court or administrative governmental agency which might have a Material Adverse Effect on against or affecting Borrower which, if decided adversely to Borrower, would adversely affect the business, financial condition conduct of its business or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against its ability to perform any of its obligations under or the Collateral enforceability of this Agreement and the other than Permitted LiensLoan Documents; (g) at the time any Loan is financial statements of Borrower which have been delivered or made hereunderpublicly available to Lender have been prepared in accordance with generally accepted accounting principles consistently applied, Borrower and fairly present Borrower’s financial condition and the results of its operations as of the date of and for the period covered by such statements (subject to customary year-end adjustments), and since the date of such statements there has good and marketable title to the Collateralbeen no adverse change in such financial condition or operations; (h) Borrower’s full and correct legal name is set forth on the signature page hereof and Borrower will not change its legal name or the location of its jurisdiction of organization without giving to Lender at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreementleast thirty (30) days prior written notice thereof; (i) the Collateral Equipment will always be used for business or commercial, and not personal purposes; (j) Borrower is not in default under any obligation for borrowed money, for the deferred purchase price of property or any lease agreement which, either individually or in the aggregate, would have an adverse effect on the condition of its business or its ability to perform any of its obligations under or the enforceability of this Agreement; (k) under the laws of the jurisdiction(s) in which the Equipment is to be located, the Equipment consists solely of personal property and not fixtures; and (l) Borrower is, and will remain at remain, in full compliance with all times under laws and regulations applicable lawto it including without limitation, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes ensuring that no person who owns a controlling interest in or otherwise controls Borrower is or shall be (A) listed on the Specially Designated National and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury and/or any other governmental charges not at the time delinquent similar lists maintained by OFAC pursuant to any authorizing statute, executive order or thereafter payable without penalty regulations or being contested in good faith; (B) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar executive order and (ii) liens compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on BSA compliance and on the prevention and detection of carriers, warehousemen, mechanics, materialmen, vendors, landlords money laundering violations. Borrower’s representations and other liens arising by operation warranties shall survive termination or expiration of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faiththis Agreement.

BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower represents acknowledges, represents, warrants and warrants that agrees that: (a) it is after giving effect to this Agreement, the representations and warranties contained in good standing under the laws Credit Agreement, as amended hereby, and the representations and warranties contained in the other Loan Documents are true and correct in all material respects on and as of the state Effective Date and on the date hereof as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date (except that any such representation and warranty that is qualified by materiality is true and correct in all respects as of the applicable date); (b) the execution, delivery and performance of this Agreement are within the limited liability company or corporate power and authority of the Borrower and have been duly authorized by appropriate limited liability company and corporate action and proceedings; (c) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its formation, duly qualified to do business and will remain duly qualified during the term of each Loan in each state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Noteterms, except where failure as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity, and no portion of the Obligations are subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind; (d) there are no governmental or other third party consents, licenses and approvals required to be so qualified made or obtained by it in connection with its execution, delivery, performance, validity and enforceability of this Agreement; (e) no Defaults or Events of Default shall have occurred and be continuing; and (f) since the date of the financial statements most recently delivered pursuant to Section 6.01(a) of the Credit Agreement, there has been no event or circumstance, either individually or in the aggregate, that has had or could not reasonable reasonably be expected to have a Material Adverse Effect; (b) it has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Borrower's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which might have a Material Adverse Effect on the business, financial condition or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower owns and will keep all of the Collateral free and clear of all liens, claims and encumbrances other than Permitted Liens, and, except for this Security Agreement, there is no deed of trust, mortgage, security agreement or other third party interest against any of the Collateral other than Permitted Liens; (g) at the time any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender and except for Permitted Liens, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (k) the security interest granted to Lender hereunder is a first priority security interest, and (l) on or before January 1, 2000, Borrower's computer system shall be Year 2000 performance compliant and will thus be able to accurately process date data from, into and between the twentieth and twenty-first centuries including leap year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith; and (ii) liens of carriers, warehousemen, mechanics, materialmen, vendors, landlords and other liens arising by operation of law for obligations incurred in the ordinary course of business not at the time delinquent or thereafter payable without penalty or being contested in good faith.