Common use of REPRESENTATIONS, COVENANTS AND WARRANTIES Clause in Contracts

REPRESENTATIONS, COVENANTS AND WARRANTIES. To induce the Noteholders to enter into this Amendment, the Company hereby represents, covenants and warrants to the Noteholders that: (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of Indiana and has the corporate power to own its property and to carry on its business as now being conducted. Each Subsidiary is duly organized and existing in good standing under the laws of its jurisdiction of incorporation and has the corporate power to own its property and to carry on its business as now being conducted except in such instances where the failure could not be reasonably expected to result in a Material Adverse Effect. Each of the Company and its Subsidiaries is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (b) The Company has the corporate power and authority to execute and deliver this Amendment and to perform the provisions hereof. The execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action, and this Amendment has been duly executed and delivered by authorized officers of the Company and are valid obligations of the Company, legally binding upon and enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (c) After giving effect to this Amendment, the representations and warranties contained in the Note Agreement are true, accurate and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) on and as of the date hereof, except to the extent that any such representation and warranty specifically relates to an earlier date, in which case they shall be true, accurate and correct as of such earlier date, and no Default or Event of Default has occurred and is continuing as of the date hereof.

REPRESENTATIONS, COVENANTS AND WARRANTIES. To induce the Noteholders to enter into this Amendment, the Company hereby 7.1 Contractor represents, covenants and warrants to the Noteholders EnviroSpark that: (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of Indiana and Contractor has the corporate power right to own its property enter into this Agreement and to carry on its business as now being conducted. Each Subsidiary is duly organized and existing perform fully all of Contractor's obligations in good standing under the laws of its jurisdiction of incorporation and has the corporate power to own its property and to carry on its business as now being conducted except in such instances where the failure could not be reasonably expected to result in a Material Adverse Effect. Each of the Company and its Subsidiaries is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effectthis Agreement; (b) The Company Contractor’s entering into this Agreement with EnviroSpark and Contractor's performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which Contractor is a party; (c) Contractor has the corporate power required skill, experience, and qualifications to perform the Services, and has obtained and maintained all consents, licenses, permits, certificates and similar approvals required by applicable ordinance, regulation or law for it to perform the Services (collectively “Permits”); (d) Contractor shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; (e) Contractor shall perform the Services, and shall cause all approved Lower-Tier Subcontractors to perform the Services, in compliance with all applicable federal, state, and local laws and regulations, including (without limitation) occupational and workplace safety laws and regulations (including, without limitation, the Occupational Safety and Health Act of 1970, as amended, and the regulations promulgated thereunder, collectively referred to as “OSHA”) and the Immigration Reform and Control Act of 1986 as amended and regulations promulgated thereunder; (f) Contractor shall not, and shall cause all approved Lower-Tier Subcontractors not to, create or permit to exist in the performance of Services any unsafe working environment that could lead to violations of applicable laws or regulations or to injury to persons, including (without limitation) by requiring its employees and contractors, and its approved Lower-Tier Subcontractors’ employees and contractors, to wear personal protective equipment as mandated by OSHA; (g) Contractor shall not, and shall cause all approved Lower-Tier Subcontractors not to, provide or allow any Services to be performed by any employees, laborers, or subcontractors who have a history of criminal convictions or deferred-adjudication or who pose a potential threat or risk of injury to persons, whether EnviroSpark personnel, customers or others. Criminal history might include, but is not limited to, such crimes as assault, battery, rape, molestation, sexual assault, indecent exposure, indecency with a child, murder or kidnapping; (h) All Services and equipment installed in connection therewith shall result in operating EnviroSpark systems that perform in accordance with the applicable manufacturers' published specifications, and that comply with the description of Services set forth in the applicable SOW or P.O. Contract, for a period of one (1) year from the date of the completion of the applicable Services. If any element of the Services does not conform to the foregoing warranty during such 1-year period, Contractor will, as promptly as practicable, re-perform such element in a manner that does conform; provided, however, that if in the reasonable judgment of EnviroSpark such re-performance is impracticable and such non-conformance has harmed EnviroSpark, EnviroSpark shall so notify Contractor, Contractor will promptly refund that portion of the fees allocable to such non-conforming element, EnviroSpark shall be entitled to re-perform, or have such Services re-performed, at Contractor’s expense, and EnviroSpark shall have available to it all other rights and remedies provided at law or in equity with respect thereto; (i) All tangible goods provided by Contractor to EnviroSpark or to a third party on EnviroSpark’s behalf in connection with the Services shall be free from defects in materials and workmanship for a period of one (1) year from contractor’s delivery thereof; (j) Contractor shall have, before commencing Services at a location specified in the applicable SOW or P.O. Contract, satisfied itself concerning the nature and location of the Services, including all conditions (surface, sub-surface or otherwise) that may affect Contractor’s performance of the Services. Failure to acquaint itself with such applicable conditions will not relieve Contractor of its responsibility for properly performing its obligations hereunder. Prior to commencement of any Services, Contractor shall have: (a) thoroughly examined all drawings and specifications and examined the Services location and surrounding area and ascertained for itself the conditions to be encountered; and (b) relied solely on its own information and investigation and not on statements or representations, if any, that may be made or have been made by EnviroSpark. Any investigations of location of the Services and its surface or subsurface conditions provided by EnviroSpark or the applicable EnviroSpark customer are for information only and are furnished without warranty or guarantee of their content. Contractor assumes full responsibility for any and all risks in connection with the performance of the Services, and the risk of any loss arising out of performance of the Agreement caused by any conditions at such location. Contractor will not be relieved of its obligations to perform the Services in accordance with the SOW or P.O. Contract by tests, inspections or approvals required or performed by persons other than Contractor; (k) Contractor shall cause all Approved Subcontractors’ warranties to be no less stringent or robust than the warranties provided herein. Contractor and any such Approved Subcontractor warranties shall be assignable to EnviroSpark’s client or such client’s designee; (l) The performance of the Services, the tangible work product resulting from the Services, and EnviroSpark’s clients’ use of such work product shall not infringe or violate any patent, trademark, copyright, trade secret or any other intellectual property rights of any third party; (m) Contractor shall not, and shall cause Contractor’s officers, employees and representatives not to, disparage or encourage or induce others to disparage EnviroSpark or any of its past and present officers, directors, members, managers, agents, employees and products, or EnviroSpark’s current or former clients. For purposes of this Agreement, the term “disparage” means (except as required by law but otherwise without limitation) comments or statements to the press or any individual or entity with whom EnviroSpark has or may have a business relationship that are reasonably likely to adversely affect: (i) Enviro Spark’ s business reputation; (ii) the conduct of the business of EnviroSpark (including, without limitation, any business plans or prospects); or (iii) the business reputation of EnviroSpark or any of its past and present officers, directors, members, managers, agents, employees and products; and (n) If Contractor fails to promptly correct defective work, EnviroSpark may, at Contractor's expense, make the corrections and withhold all amounts expended in connection with such corrections from any payments owed to Contractor. This remedy shall be in addition to, and not in limitation of, any other remedy available to EnviroSpark at law or in equity. 7.2 EnviroSpark hereby represents and warrants to Contractor that: (a) it has the full right, power, and authority to execute and deliver enter into this Amendment Agreement and to perform its obligations hereunder; and (b) the provisions hereof. The execution, delivery and performance execution of this Amendment Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all requisite necessary corporate action, and this Amendment has been duly executed and delivered by authorized officers of the Company and are valid obligations of the Company, legally binding upon and enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (c) After giving effect to this Amendment, the representations and warranties contained in the Note Agreement are true, accurate and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) on and as of the date hereof, except to the extent that any such representation and warranty specifically relates to an earlier date, in which case they shall be true, accurate and correct as of such earlier date, and no Default or Event of Default has occurred and is continuing as of the date hereof.

REPRESENTATIONS, COVENANTS AND WARRANTIES. To induce the Noteholders to enter into this Amendment, the Company hereby 7.1 Contractor represents, covenants and warrants to the Noteholders EnviroSpark that: (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of Indiana and Contractor has the corporate power right to own its property enter into this Agreement and to carry on its business as now being conducted. Each Subsidiary is duly organized and existing perform fully all of Contractor's obligations in good standing under the laws of its jurisdiction of incorporation and has the corporate power to own its property and to carry on its business as now being conducted except in such instances where the failure could not be reasonably expected to result in a Material Adverse Effect. Each of the Company and its Subsidiaries is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effectthis Agreement; (b) The Company Contractor's entering into this Agreement with EnviroSpark and Contractor's performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which Contractor is a party; (c) Contractor has the corporate power required skill, experience, and qualifications to perform the Services, and has obtained and maintained all consents, licenses, permits, certificates and similar approvals required by applicable ordinance, regulation or law for it to perform the Services (collectively “Permits”); (d) Contractor shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; (e) Contractor shall perform the Services, and shall cause all approved Lower-Tier Subcontractors to perform the Services, in compliance with all applicable federal, state, and local laws and regulations, including (without limitation) occupational and workplace safety laws and regulations and the Immigration Reform and Control Act of 1986 as amended ("IRCA") and regulations promulgated thereunder; (f) Contractor shall not, and shall cause all approved Lower-Tier Subcontractors not to, create in the performance of Services any unsafe working environment that could lead to violations of applicable laws or regulations or to injury to persons; (g) Contractor shall not, and shall cause all approved Lower-Tier Subcontractors not to, provide or allow any Services to be performed by any employees, laborers, or subcontractors who have a history of criminal convictions or deferred-adjudication or who pose a potential threat or risk of injury to persons, whether EnviroSpark personnel, customers or others. Criminal history might include, but is not limited to, such crimes as assault, battery, rape, molestation, sexual assault, indecent exposure, indecency with a child, murder or kidnapping; (h) All Services and equipment installed in connection therewith shall result in operating EnviroSpark systems that perform in accordance with the applicable manufacturers' published specifications, and that comply with the description of Services set forth in the applicable SOW or P.O. Contract, for a period of one (1) year from the date of the completion of the applicable Services. If any element of the Services does not conform to the foregoing warranty during such 1-year period, Contractor will, as promptly as practicable, re-perform such element in a manner that does conform; provided, however, that if in the reasonable judgment of EnviroSpark such re-performance is impracticable and such non-conformance has harmed EnviroSpark, EnviroSpark shall so notify Contractor, Contractor will promptly refund that portion of the fees allocable to such non-conforming element, EnviroSpark shall be entitled to re-perform, or have such Services re-performed, at Contractor’s expense, and EnviroSpark shall have available to it all other rights and remedies provided at law or in equity with respect thereto; (i) All tangible goods provided by Contractor to EnviroSpark or to a third party on EnviroSpark’s behalf in connection with the Services shall be free from defects in materials and workmanship for a period of one (1) year from contractor’s delivery thereof; (j) Contractor shall have, before commencing Services at a location specified in the applicable SOW or P.O. Contract, satisfied itself concerning the nature and location of the Services, including all conditions (surface, sub-surface or otherwise) that may affect Contractor’s performance of the Services. Failure to acquaint itself with such applicable conditions will not relieve Contractor of its responsibility for properly performing its obligations hereunder. Prior to commencement of any Services, Contractor shall have: (a) thoroughly examined all drawings and specifications and examined the Services location and surrounding area and ascertained for itself the conditions to be encountered; and (b) relied solely on its own information and investigation and not on statements or representations, if any, that may be made or have been made by EnviroSpark. Any investigations of location of the Services and its surface or subsurface conditions provided by EnviroSpark or the applicable EnviroSpark customer are for information only and are furnished without warranty or guarantee of their content. Contractor assumes full responsibility for any and all risks in connection with the performance of the Services, and the risk of any loss arising out of the performance of the Agreement caused by any conditions at such location. Contractor will not be relieved of its obligations to perform the Services in accordance with the SOW or P.O. Contract by tests, inspections or approvals required or performed by persons other than Contractor; (k) Contractor shall cause all Approved Subcontractors’ warranties to be no less stringent or robust than the warranties provided herein. Contractor and any such Approved Subcontractor warranties shall be assignable to EnviroSpark’s client or such client’s designee; (l) The performance of the Services, the tangible work product resulting from the Services, and EnviroSpark’s clients’ use of such work product shall not infringe or violate any patent, trademark, copyright, trade secret or any other intellectual property rights of any third party; (m) Contractor shall not, and shall cause Contractor’s officers, employees and representatives not to, disparage or encourage or induce others to disparage EnviroSpark or any of its past and present officers, directors, members, managers, agents, employees and products, or EnviroSpark’s current or former clients. For purposes of this Agreement, the term “disparage” means (except as required by law but otherwise without limitation) comments or statements to the press or any individual or entity with whom EnviroSpark has or may have a business relationship that are reasonably likely to adversely affect: (i) Enviro Spark’ s business reputation; (ii) the conduct of the business of EnviroSpark (including, without limitation, any business plans or prospects); or (iii) the business reputation of EnviroSpark or any of its past and present officers, directors, members, managers, agents, employees and products; and (n) If Contractor fails to promptly correct defective work, EnviroSpark may, at Contractor's expense, make the corrections and withhold all amounts expended in connection with such corrections from any payments owed to Contractor. This remedy shall be in addition to, and not in limitation of, any other remedy available to EnviroSpark at law or in equity. 7.2 EnviroSpark hereby represents and warrants to Contractor that: (a) it has the full right, power, and authority to execute and deliver enter into this Amendment Agreement and to perform its obligations hereunder; and (b) the provisions hereof. The execution, delivery and performance execution of this Amendment Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all requisite necessary corporate action, and this Amendment has been duly executed and delivered by authorized officers of the Company and are valid obligations of the Company, legally binding upon and enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (c) After giving effect to this Amendment, the representations and warranties contained in the Note Agreement are true, accurate and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) on and as of the date hereof, except to the extent that any such representation and warranty specifically relates to an earlier date, in which case they shall be true, accurate and correct as of such earlier date, and no Default or Event of Default has occurred and is continuing as of the date hereof.

REPRESENTATIONS, COVENANTS AND WARRANTIES. To induce We hereby make the Noteholders to enter into this Amendment, the Company hereby representsfollowing representations, covenants and warrants warranties, which shall be deemed to be repeated and confirmed upon the Noteholders thatcreation or acquisition by us of each item of Collateral and upon the creation of any Obligation: (a) The Company is We are a corporation corporation, duly organized organized, validly existing and existing in good standing under the laws of the State jurisdiction indicated beneath the signature line of Indiana and has this Agreement, have the corporate power to own its property our properties and to carry on its our business as now being conducted. Each Subsidiary is duly organized , are qualified to engage in business and existing are in good standing in each jurisdiction in which the character of our properties, the transaction of our business or the collection of any of our Accounts make such qualification necessary and have the corporate power to execute, deliver and perform this Agreement, except to the extent that failure to so qualify is not reasonably likely to result in a Material Adverse Effect (as defined in the Credit Agreement). (b) Our execution, delivery and performance of this Agreement and our granting of the security interest in the Collateral (i) have been duly authorized by all requisite corporate action; (ii) will not: (A) violate any provision of law, any order of any court, tribunal or agency of government or our certificate of incorporation, bylaws or other charter documents; (B) violate, be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any indenture, license, sublicense, agreement or other instrument to which we are a party or by which we or any of our properties are bound; (C) violate any governmental or agency rule or regulation (including, but not limited to, Regulations U and X of the Board of Governors of the Federal Reserve System); or (D) result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the Collateral, except for the security interest created by this Agreement; and (iii) do not require any filing or registration with, any permit, license, consent or approval of, or any exemption by, any governmental or regulatory authority, except the filing of a UCC financing statement in the requisite public office in the jurisdiction in which we are organized. (c) This Agreement has been duly executed and delivered by us and is our legal, valid and binding obligation, enforceable against us in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to or affecting the enforceability of rights of creditors generally and to general equitable principles that may limit the right to obtain equitable remedies. This Agreement creates in your favor a valid and, upon the filing of an appropriate UCC financing statement in the requisite public office in the jurisdiction in which we are organized, a perfected (to the extent perfection is obtained by the filing of such financing statement) lien on and security interest in the Collateral, enforceable against us and all third parties and superior in right to all other security interests, liens, encumbrances or charges, existing or future. Upon such filing, no filing or recording of any other financing statements or other instrument and no recording, filing or indexing of this Agreement is necessary in order to preserve and protect your security interest in the Collateral as a legal, valid, enforceable and perfected (to such extent) security interest in the Collateral, except filing of appropriate continuation statements with respect to such UCC financing statement. No person or entity from which we lease any of our premises has filed any UCC financing statement with respect to any contractual lien that would have priority over your security interest in the Collateral. (d) On the date hereof and at any time during the term of this Agreement during which a security interest in your favor in the Collateral exists, no financing statement (or similar statement or instrument of registration under the laws of its jurisdiction any jurisdiction) is or will be on file or registered in any public office covering any interest of incorporation any kind with respect to the Collateral, or intended so to be, other than those relating to the security interest created by this Agreement, and has we will be the corporate power lawful owner of the Collateral and will have good right to own its property grant you a security interest therein. All documents and agreements held by us with respect to carry on its business the Collateral will be true and correct and in all respects what they purport to be; all signatures and endorsements that appear thereon will be genuine and such signatories and endorsers will have the full capacity to contract; none of the transactions underlying or giving rise to the Collateral nor any operation or use of any of the Collateral will violate any applicable state or federal law or regulation; and all documents relating to the Collateral will be legally sufficient under such laws and regulations and will be legally enforceable in accordance with their terms. None of the Collateral is or will be affixed to real estate unless we have furnished to you such consents, waivers or disclaimers as now being conducted except are necessary to make your security interest in such instances where of the failure could Collateral valid against persons or entities holding an interest in such real estate. We will defend the Collateral against all claims and demands of all other parties claiming the same or an interest therein, and none of the Collateral will be: (i) sold, assigned or transferred to any person or entity other than you except, with respect to Inventory, in the ordinary course of our business or (ii) in any way pledged, mortgaged or otherwise encumbered except to you. (i) Each of our accounts receivable: (A) subject to any reserve reflected on the Company’s balance sheet, is on the date hereof and will be at all times during the term of this Agreement a good and valid account receivable representing an undisputed bona fide right to payment from the account debtor with respect thereto for merchandise held subject to delivery or theretofore shipped or delivered pursuant to a contract of sale, for services theretofore performed by us, for property sold, leased, licensed, assigned or otherwise disposed of or arising out of the use of a credit or charge card or information contained on or for use with the card; (B) will not be subject to any defense, offset, counterclaim, holdback, discount or allowance, except as stated in a statement delivered to you pursuant to this sub-section (e) or as would not reasonably expected be likely to result in a Material Adverse Effect; (C) will not have been made with an account debtor under an agreement pursuant to which any material reduction or discount may be claimed except as indicated in a statement or invoice furnished to you with reference thereto; and (D) will be an account receivable of which we are the lawful owner and have the right to subject the same to your security interest and (ii) no action has been or will be taken by us which has or will have the effect of giving to an account debtor any defense, setoff, claim or counterclaim against us that may be asserted against you, whether in any proceeding to enforce the Collateral or otherwise. Any variance from the representations set forth in this sub-section (e) with respect to any account receivable will be noted on any report or statement of accounts receivable delivered to you or will be otherwise be reported in writing to you promptly upon our becoming aware of such variance. No account receivable will have been or hereafter will be sold, assigned or transferred to any person or entity other than you or in any way encumbered except to you. (f) To the best of our knowledge, each account debtor or guarantor or endorser of an account receivable or other party obligated under an Account that is or becomes subject to a security interest in your favor is or was, at the time as such party became so obligated, solvent and fully able to pay and perform in full when due all Accounts under which such person or entity is obligated, and we will take all steps reasonably necessary to preserve the liability of each account debtor, guarantor, endorser, obligor or secondary party whose obligations are part of the Collateral. (g) We will perform all of the terms, covenants and conditions on our part to be observed or performed under the contracts giving rise to our accounts receivable and other Accounts and take all steps necessary to keep such licenses and contracts in full force and effect, except to the extent that failure to do so is not reasonably likely to result in a Material Adverse Effect. Each Without your prior consent, we will not compromise, adjust, amend, modify or alter any of the Company and its Subsidiaries is qualified to do business interms, and is in good standing incovenants or conditions of any of our accounts receivable or other Accounts (or extend the time for payment thereof) or grant any additional discounts, every jurisdiction where such qualification is requiredallowances or credits thereon, except where to the extent that failure to do soso is not reasonably likely to result in a Material Adverse Effect. (h) We will promptly notify you if any account receivable becomes evidenced by an instrument, individually and, upon your request, promptly deliver said instrument to you, appropriately endorsed in your favor to be held as Collateral hereunder. (i) We will furnish to you at such times as you may reasonably request statements, in form and substance satisfactory to you, of all of our accounts receivable, itemized by account debtor, and of the location and aggregate value at each such location of all our Inventory and a statement showing opening Inventory, Inventory acquired, Inventory sold and held for future delivery, Inventory returned or repossessed, Inventory used or consumed in our business and closing Inventory, each such statement to be certified by our chief financial officer, and, promptly from time to time, such other information as you may reasonably request regarding the Collateral and our operations, business, affairs and financial condition. (j) We will, promptly upon learning thereof, report to you: (i) any material, adverse change in the aggregateinformation contained herein relating to us, could our business or the Collateral; (ii) the details of any material, adverse claim or litigation affecting us or the Collateral; (iii) any material loss of or damage to the Collateral; and (iv) any reclamation, return or repossession of any material portion of the Collateral, all material delays in performance, notices of default, claims made or disputes asserted by any account debtor or other obligor and any other matters materially, adversely affecting the value, enforceability or collectibility of any of the Collateral; and (v) any use by any person or entity of any term or design likely to cause confusion with any trademark referred to in Section 5.(m) and of any use by any person or entity of any other process or product that infringes upon any such trademark. (k) We will conduct and carry on our business in a proper and efficient manner so as to protect and preserve the Collateral and maintain, in accordance with generally accepted accounting principles, consistently applied, accurate books and records pertaining to the Collateral and, if so requested by you, we will xxxx each of our ledger cards, books of account and other records relating to the Collateral with appropriate notations, satisfactory to you, disclosing that such Collateral has been assigned and/or transferred to you and that we have granted to you a security interest therein. (l) All Inventory now owned by us is kept at the locations indicated on Exhibit A hereto. The location of our principal office and chief executive office and the location where the originals of our records pertaining to our Accounts are kept at the address indicated beneath our signature hereto. Our name set forth as our signature hereto is our correct legal name. We will not change our legal name, use any other name nor change the form or jurisdiction of our organization without giving you 20 days’ prior written notice thereof. Our correct United States tax identification number and organization identification number, if any, are set forth below our signature hereto. (m) Exhibit B hereto accurately and completely lists all registered trademarks owned or used by or licensed or assigned to us. We will maintain the quality of any and all products in connection with which our trademarks are used, consistent with the quality of said products as of the date hereof. We will not enter into any agreement (for example, a license agreement) that is inconsistent with our obligations under this Agreement other than in the ordinary course of business or where such action would not reasonably be expected to result in a Material Adverse Effect; . If, before the Obligations (bother than contingent and similar obligations) The Company has have been satisfied in full, we obtain rights to any new trademark, or become entitled to the corporate power and authority to execute and deliver this Amendment and to perform the provisions hereof. The execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action, and this Amendment has been duly executed and delivered by authorized officers of the Company and are valid obligations of the Company, legally binding upon and enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (c) After giving effect to this Amendment, the representations and warranties contained in the Note Agreement are true, accurate and correct in all material respects (or in all respects in the case benefit of any representation and warranty qualified by materiality trademark, trade name, service xxxx or Material Adverse Effect) license not existing on and as of the date hereof, except the provisions of Section 1. hereof shall automatically apply thereto and we will give you notice thereof in writing. (n) We will do or cause to be done all recordings, filings and giving of public notice under any applicable law or ordinance necessary to comply fully with such law or ordinance, including any notices to the extent that any such representation and warranty specifically relates to an earlier date, in which case they shall be true, accurate and correct as United States government under the Federal Assignment of such earlier dateClaims Act, and no Default we will from time to time do whatever you may reasonably request by way of obtaining, executing, delivering and/or filing financing statements, landlord’s or Event mortgagee’s lien waivers and other notices of Default has occurred any kind, and is continuing amendments and renewals thereto, and will take any and all steps and will observe such formalities as you may reasonably request, all in order to create and maintain your valid, first priority security interest in any and all of the date hereofCollateral. We will pay all reasonable out-of-pocket costs for searches and filings in connection therewith. We agree to execute such financing statements, security agreements or other instruments with respect to any of the Collateral as you may request and authorize you to execute and file at any time such financing statements without our signature and, if upon request we fail to do so, to execute such security agreements or other instruments on our behalf. You may describe the Collateral on any financing statement as “all assets”, “all personal property” or similar generic descriptions. You may file a photocopy or other reproduction of this Agreement as a financing statement. (o) We will deliver, or cause to be delivered, to you from time to time promptly upon your request: (i) any documents of title, instruments and chattel paper (and you have been granted a direct security interest in all our chattel paper and your claim thereon is not merely as proceeds of Inventory) constituting, representing or relating to the Collateral; (ii) all books of account, records, ledgers, reports, correspondence, schedules, documents, statements, lists and other writings relating to the Collateral for the purpose of inspecting, auditing or copying the same; (iii) all financial statements prepared by or for us regarding our business; (iv) copies of all policies and certificates of insurance relating to the Collateral; and (v) such information concerning the Collateral and our business and affairs as you may reasonably request. (p) We will take adequate care of the Collateral and pay all costs necessary to preserve the Collateral, including (but not limited to) all taxes, rates, levies, assessments and other charges of every nature that may be lawfully levied, assessed or imposed against or in respect of us or the Collateral as and when they become due and payable.

REPRESENTATIONS, COVENANTS AND WARRANTIES. To induce the Noteholders re-performed, at Contractor’s expense, and EnviroSpark shall have available to enter into this Amendment, the Company hereby it all other rights and remedies provided at law or in equity with respect thereto; 7.1 Contractor represents, covenants and warrants to the Noteholders EnviroSpark that: (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of Indiana and Contractor has the corporate power right to own its property enter into this Agreement and to carry on its business as now being conducted. Each Subsidiary is duly organized and existing perform fully all of Contractor's obligations in good standing under the laws of its jurisdiction of incorporation and has the corporate power to own its property and to carry on its business as now being conducted except in such instances where the failure could not be reasonably expected to result in a Material Adverse Effect. Each of the Company and its Subsidiaries is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effectthis Agreement; (b) The Company Contractor’s entering into this Agreement with EnviroSpark and Contractor's performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which Contractor is a party; (c) Contractor has the corporate power required skill, experience, and qualifications to perform the Services, and has obtained and maintained all consents, licenses, permits, certificates and similar approvals required by applicable ordinance, regulation or law for it to perform the Services (collectively “Permits”); (d) Contractor shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; (e) Contractor shall perform the Services, and shall cause all approved Lower-Tier Subcontractors to perform the Services, in compliance with all applicable federal, state, and local laws and regulations, including (without limitation) occupational and workplace safety laws and regulations (including, without limitation, the Occupational Safety and Health Act of 1970, as amended, and the regulations promulgated thereunder, collectively referred to as “OSHA”) and the Immigration Reform and Control Act of 1986 as amended and regulations promulgated thereunder; (f) Contractor shall not, and shall cause all approved Lower-Tier Subcontractors not to, create or permit to exist in the performance of Services any unsafe working environment that could lead to violations of applicable laws or regulations or to injury to persons, including (without limitation) by requiring its employees and contractors, and its approved Lower-Tier Subcontractors’ employees and contractors, to wear personal protective equipment as mandated by OSHA; (g) Contractor agrees to adhere to all applicable human rights labor laws and regulations in the performance of its duties in the Agreement. The Contactor acknowledges that EnviroSpark has established policies related to human rights and forced labor, and Contractor commits to complying with these policies as well as any legal requirements in effect. The Contractor shall ensure that their own subcontractors and agents are aware of and comply with these obligations. In the event of any violation or potential violation of these laws or policies, the Contractor agrees to promptly notify EnviroSpark and cooperate fully in addressing the issue. (h) Contractor shall not, and shall cause all approved Lower-Tier Subcontractors not to, provide or allow any Services to be performed by any employees, laborers, or subcontractors who have a history of criminal convictions or deferred-adjudication or who pose a potential threat or risk of injury to persons, whether EnviroSpark personnel, customers or others. Criminal history might include, but is not limited to, such crimes as assault, battery, rape, molestation, sexual assault, indecent exposure, indecency with a child, murder or kidnapping; (i) All Services and equipment installed in connection therewith shall result in operating EnviroSpark systems that perform in accordance with the applicable manufacturers' published specifications, and that comply with the description of Services set forth in the applicable SOW or P.O. Contract, for a period of one (1) year from the date of the completion of the applicable Services. If any element of the Services does not conform to the foregoing warranty during such 1-year period, Contractor will, as promptly as practicable, re-perform such element in a manner that does conform; provided, however, that if in the reasonable judgment of EnviroSpark such re-performance is impracticable and such non-conformance has harmed EnviroSpark, EnviroSpark shall so notify Contractor, Contractor will promptly refund that portion of the fees allocable to such non-conforming element, EnviroSpark shall be entitled to re-perform, or have such Services (j) All tangible goods provided by Contractor to EnviroSpark or to a third party on EnviroSpark’s behalf in connection with the Services shall be free from defects in materials and workmanship for a period of one (1) year from contractor’s delivery thereof; (k) Contractor shall have, before commencing Services at a location specified in the applicable SOW or P.O. Contract, satisfied itself concerning the nature and location of the Services, including all conditions (surface, sub-surface or otherwise) that may affect Contractor’s performance of the Services. Failure to acquaint itself with such applicable conditions will not relieve Contractor of its responsibility for properly performing its obligations hereunder. Prior to commencement of any Services, Contractor shall have: (a) thoroughly examined all drawings and specifications and examined the Services location and surrounding area and ascertained for itself the conditions to be encountered; and (b) relied solely on its own information and investigation and not on statements or representations, if any, that may be made or have been made by EnviroSpark. Any investigations of location of the Services and its surface or subsurface conditions provided by EnviroSpark or the applicable EnviroSpark customer are for information only and are furnished without warranty or guarantee of their content. Contractor assumes full responsibility for any and all risks in connection with the performance of the Services, and the risk of any loss arising out of performance of the Agreement caused by any conditions at such location. Contractor will not be relieved of its obligations to perform the Services in accordance with the SOW or P.O. Contract by tests, inspections or approvals required or performed by persons other than Contractor; (l) Contractor shall cause all Approved Subcontractors’ warranties to be no less stringent or robust than the warranties provided herein. Contractor and any such Approved Subcontractor warranties shall be assignable to EnviroSpark’s client or such client’s designee; (m) The performance of the Services, the tangible work product resulting from the Services, and EnviroSpark’s clients’ use of such work product shall not infringe or violate any patent, trademark, copyright, trade secret or any other intellectual property rights of any third party; (n) Contractor shall not, and shall cause Contractor’s officers, employees and representatives not to, disparage or encourage or induce others to disparage EnviroSpark or any of its past and present officers, directors, members, managers, agents, employees and products, or EnviroSpark’s current or former clients. For purposes of this Agreement, the term “disparage” means (except as required by law but otherwise without limitation) comments or statements to the press or any individual or entity with whom EnviroSpark has or may have a business relationship that are reasonably likely to adversely affect: (i) Enviro Spark’ s business reputation; (ii) the conduct of the business of EnviroSpark (including, without limitation, any business plans or prospects); or (iii) the business reputation of EnviroSpark or any of its past and present officers, directors, members, managers, agents, employees and products; and (o) If Contractor fails to promptly correct defective work, EnviroSpark may, at Contractor's expense, make the corrections and withhold all amounts expended in connection with such corrections from any payments owed to Contractor. This remedy shall be in addition to, and not in limitation of, any other remedy available to EnviroSpark at law or in equity. 7.2 EnviroSpark hereby represents and warrants to Contractor that: (a) it has the full right, power, and authority to execute and deliver enter into this Amendment Agreement and to perform its obligations hereunder; and (b) the provisions hereof. The execution, delivery and performance execution of this Amendment Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all requisite necessary corporate action, and this Amendment has been duly executed and delivered by authorized officers of the Company and are valid obligations of the Company, legally binding upon and enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (c) After giving effect to this Amendment, the representations and warranties contained in the Note Agreement are true, accurate and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) on and as of the date hereof, except to the extent that any such representation and warranty specifically relates to an earlier date, in which case they shall be true, accurate and correct as of such earlier date, and no Default or Event of Default has occurred and is continuing as of the date hereof.

REPRESENTATIONS, COVENANTS AND WARRANTIES. To induce Except as may be otherwise expressly stated in the Noteholders Disclosure Schedule attached as Exhibit "B" to enter into this Amendmentthe Environmental Certificate (the "Disclosure Schedule"), the Company Trustor hereby represents, covenants and warrants to Beneficiary and its successors and assigns, as follows, and as to such representations and warranties, the Noteholders thatsame are made based upon contents of the Phase I report described in the Disclosure Schedule and to the best of Trustor's knowledge: (i) The location and construction, occupancy, operation and use of all Improvements do not and will not violate any applicable laws, statute, ordinance, rule, regulation, policy, order or determination of any Governmental Authority or any board of fire underwriters (or other body exercising similar functions), or any restrictive covenant or deed restriction affecting any portion of the Mortgaged Property, including without limitation, any applicable zoning ordinances and building codes, flood disaster laws and health and environmental laws, rules and regulations (hereinafter collectively called the "Applicable Laws"). (ii) Without in any way limiting the generality of (a) The Company is a corporation duly organized and existing in good standing above, neither the Mortgaged Property nor the Trustor are the subject of any pending or, to the best of Trustor's knowledge, threatened investigation or inquiry by any Governmental Authority, or are subject to any remedial obligations under any Applicable Laws pertaining to health or the laws of environment ("Applicable Environmental Laws"), including, without limitation, the State of Indiana and has the corporate power to own its property and to carry on its business as now being conducted. Each Subsidiary is duly organized and existing in good standing under the laws of its jurisdiction of incorporation and has the corporate power to own its property and to carry on its business as now being conducted except in such instances where the failure could not be reasonably expected to result in a Material Adverse Effect. Each of the Company and its Subsidiaries is qualified to do business inComprehensive Environmental Response, Compensation, and is in good standing inLiability Act of 1980, every jurisdiction where such qualification is requiredas amended ("CERCLA"), except where the failure to do soResource Conservation and Recovery Act of 1987, individually or in as amended ("RCRA"), and the aggregateToxic Substances Control Act, could not reasonably be expected to result in a Material Adverse Effect; (b) The Company has the corporate power Clean Air Act, and authority to execute The Clean Water Act, and deliver this Amendment and to perform the provisions hereof. The execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate actionapplicable state laws, and this Amendment has been duly executed and delivered by authorized officers of the Company and are valid obligations of the Company, legally binding upon and enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (c) After giving effect to this Amendment, the representations and warranties contained in the Note Agreement are true, accurate and correct in all material respects (or in all respects in the case of any representation and warranty qualified would continue to be true and correct following disclosure to any applicable Governmental Authority of all relevant facts, conditions and circumstances pertaining to the Mortgaged Property and/or the Trustor. (iii) Trustor is not required to obtain any permits, licenses or authorizations to construct, occupy, operate or use any portion of the Mortgaged Property by materiality reason of any Applicable Environmental Laws, or Material Adverse Effect) on and if any such permits, licenses or authorizations are required by any Applicable Envirorimental Laws, such permits, licenses or authorizations have, as of the date hereof, except been obtained or will be obtained in the manner required by any Applicable Environmental Laws in a timely manner. (iv) Trustor has determined, to the extent best of its knowledge, that no hazardous substances, solid wastes, or other substances known or suspected to pose a threat to health or the environment ("Hazards") have been disposed of or otherwise released on or to the Mortgaged Property or exist on or within any such representation portion of the Mortgaged Property except as described on the Disclosure Schedule. No prior use, either by Trustor or the prior owners of the Mortgaged Property, has occurred which violates any Applicable Environmental Laws. The use which Trustor makes and warranty specifically relates intends to an earlier datemake of the Mortgaged Property will not result in the disposal or release of any hazardous substance, solid waste or Hazards on, in which case they or to the Mortgaged Property except as described on the Disclosure Schedule. The terms "hazardous substance" and "release" shall be trueeach have the meanings specified in CERCLA, accurate including, without limitation, petroleum products and correct as petroleum wastes of such earlier dateany kind, and no Default the terms "solid waste" and "disposal" (or"disposed") shall each have the meanings specified in RCRA; provided, however, that in the event either that CERCLA or Event RCRA is amended so as to broaden the meaning of Default has occurred and is continuing as of any term defined thereby, such broader meaning shall apply subsequent to the effective date hereof.of

REPRESENTATIONS, COVENANTS AND WARRANTIES. To induce the Noteholders to enter into this Amendment, the Company hereby 7.1 Contractor represents, covenants and warrants to the Noteholders EnviroSpark that: (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of Indiana and Contractor has the corporate power right to own its property enter into this Agreement and to carry on its business as now being conducted. Each Subsidiary is duly organized and existing perform fully all of Contractor's obligations in good standing under the laws of its jurisdiction of incorporation and has the corporate power to own its property and to carry on its business as now being conducted except in such instances where the failure could not be reasonably expected to result in a Material Adverse Effect. Each of the Company and its Subsidiaries is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effectthis Agreement; (b) The Company Contractor's entering into this Agreement with EnviroSpark and Contractor's performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which Contractor is a party; (c) Contractor has the corporate power required skill, experience, and qualifications to perform the Services, and has obtained and maintained all consents, licenses, permits, certificates and similar approvals required by applicable ordinance, regulation or law for it to perform the Services (collectively “Permits”); (d) Contractor shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; (e) Contractor shall perform the Services in compliance with all applicable federal, state, and local laws and regulations; and (f) all Services and equipment installed in connection therewith shall result in operating EnviroSpark systems that perform in accordance with the applicable manufacturers' published specifications, and that comply with the description of Services set forth in the applicable SOW, for a period of one (1) year from the date of the completion of the applicable Services. If any element of the Services does not conform to the foregoing warranty during such 1-year period, Contractor will, as promptly as practicable, re-perform such element in a manner that does conform; provided, however, that if in the reasonable judgment of EnviroSpark such re-performance is impracticable and such non-conformance has harmed EnviroSpark, EnviroSpark shall so notify Contractor, Contractor will promptly refund that portion of the fees allocable to such non- conforming element, EnviroSpark shall be entitled to re- perform, or have such Services re-performed, at Contractor’s expense, and EnviroSpark shall have available to it all other rights and remedies provided at law or in equity with respect thereto. (g) All tangible goods provided by Contractor to EnviroSpark or to a third party on EnviroSpark’s behalf in connection with the Services shall be free from defects in materials and workmanship for a period of one (1) year from contractor’s delivery thereof. (h) Contractor shall have, before commencing Services at a location specified in the applicable SOW, satisfied itself concerning the nature and location of the Services, including all conditions (surface, sub-surface or otherwise) that may affect Contractor’s performance of the Services. Failure to acquaint itself with such applicable conditions will not relieve Contractor of its responsibility for properly performing its obligations hereunder. Prior to commencement of any Services, Contractor shall have: (a) thoroughly examined all drawings and specifications and examined the Services location and surrounding area and ascertained for itself the conditions to be encountered; and (b) relied solely on its own information and investigation and not on statements or representations, if any, that may be made or have been made by EnviroSpark. Any investigations of location of the Services and its surface or subsurface conditions provided by EnviroSpark or the applicable EnviroSpark customer are for information only and are furnished without warranty or guarantee of their content. Contractor assumes full responsibility for any and all risks in connection with the performance of the Services, and the risk of any loss arising out of the performance of the Agreement caused by any conditions at such location. Contractor will not be relieved of its obligations to perform the Services in accordance with the SOW by tests, inspections or approvals required or performed by persons other than Contractor. 7.2 EnviroSpark hereby represents and warrants to Contractor that: (a) it has the full right, power, and authority to execute and deliver enter into this Amendment Agreement and to perform its obligations hereunder; and (b) the provisions hereof. The execution, delivery and performance execution of this Amendment Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all requisite necessary corporate action, and this Amendment has been duly executed and delivered by authorized officers of the Company and are valid obligations of the Company, legally binding upon and enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (c) After giving effect to this Amendment, the representations and warranties contained in the Note Agreement are true, accurate and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) on and as of the date hereof, except to the extent that any such representation and warranty specifically relates to an earlier date, in which case they shall be true, accurate and correct as of such earlier date, and no Default or Event of Default has occurred and is continuing as of the date hereof.

REPRESENTATIONS, COVENANTS AND WARRANTIES. To induce the Noteholders to enter into this Amendment, the Company hereby represents, covenants and warrants to the Noteholders that: (a) The Company is a corporation Parties have all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The Parties have duly organized and existing in good standing under validly executed and delivered this Agreement and will, on or prior to the laws consummation of the State transactions contemplated herein, execute, such other documents as may be required hereunder and, assuming the due authorization, execution and delivery of Indiana this Agreement by the Parties hereto and has thereto, this Agreement constitutes, the corporate power to own its property legal, valid and to carry on its business as now being conducted. Each Subsidiary is duly organized and existing in good standing under the laws of its jurisdiction of incorporation and has the corporate power to own its property and to carry on its business as now being conducted except in such instances where the failure could not be reasonably expected to result in a Material Adverse Effect. Each binding obligation of the Company and parties enforceable against each Party in accordance with its Subsidiaries is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is requiredterms, except where the failure to do soas such enforcement may be limited by applicable bankruptcy, individually insolvency, reorganization, moratorium or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect;similar laws affecting creditors’ rights generally and general equitable principles. (b) The Company has execution and delivery by the corporate power and authority to execute and deliver this Amendment and to perform the provisions hereof. The execution, delivery and performance Parties of this Amendment has been duly authorized by all requisite corporate action, Agreement and this Amendment has been duly executed and delivered by authorized officers the consummation of the Company transactions contemplated hereby and are valid obligations thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) constitute a breach or violation of any provision contained in the Articles of Incorporation or Bylaws, or such other document(s) regarding organization and/or management of the CompanyParties, legally binding upon and enforceable against the Company in accordance with their termsif applicable; or (c) constitute a breach of any provision contained in, except as such enforceability may be limited by (i) bankruptcyor a default under, insolvencyany governmental approval, reorganization any writ, injunction, order, judgment or other similar laws affecting the enforcement decree of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability any governmental authority or any contract to which either Party is considered in a proceeding in equity bound or at law); andaffected. (c) After giving effect Any individual executing this Agreement on behalf of an entity has authority to this Amendment, the representations and warranties contained in the Note Agreement are true, accurate and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) act on and as of the date hereof, except to the extent that any such representation and warranty specifically relates to an earlier date, in which case they shall be true, accurate and correct as behalf of such earlier dateentity and has been duly and properly authorized to sign this Agreement on behalf of such entity. (d) White is duly authorized and has been duly appointed as the authorized agent for each owner of Motors Acceptance Corporation, MotorMax Financial Services Corporation and no Default or Event MotorMax Auto Group, Inc. (each an “Owner”) and therefore has the authority to enter into this Agreement and bind each Owner hereunder and under the Letter of Default has occurred Intent as assigned, modified and is continuing as of the date hereofamended hereby.

REPRESENTATIONS, COVENANTS AND WARRANTIES. To induce You represent and warrant to us on the Noteholders date this Agreement comes into effect and as of the date of each Transaction that: 1. if you are a natural person, you are of legal age and you have full legal capacity to enter into this Amendment, the Company hereby represents, covenants and warrants to the Noteholders thatAgreement; 2. if you are not a natural person: (a) The Company is a corporation you are duly organized organized, constituted and validly existing in good standing under the applicable laws of the State of Indiana and has the corporate power to own its property and to carry on its business as now being conducted. Each Subsidiary is duly organized and existing jurisdiction in good standing under the laws of its jurisdiction of incorporation and has the corporate power to own its property and to carry on its business as now being conducted except in such instances where the failure could not be reasonably expected to result in a Material Adverse Effect. Each of the Company and its Subsidiaries is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effectwhich you are constituted; (b) The Company has execution and delivery of this Agreement, all Transactions and the corporate power and authority to execute and deliver this Amendment and to perform the provisions hereof. The execution, delivery and performance of all obligations contemplated under this Amendment has Agreement have been duly authorized by all requisite corporate action, and this Amendment has been duly executed and delivered by authorized officers of the Company and are valid obligations of the Company, legally binding upon and enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)you; and (c) After each natural person executing and delivering this Agreement on your behalf, entering Transactions and the performance of all obligations contemplated under this Agreement have been duly authorized by you and have been disclosed to us providing all the necessary information and/or documentation. (d) You have all necessary authority, powers, consents, licenses and authorizations and have taken all necessary action to enable you lawfully to enter into and perform this Agreement and such Transaction and to grant the security interests and powers referred to in this Agreement; (e) the persons entering into this Agreement and each Transaction on your behalf have been duly authorised to do so and are disclosed to us giving effect details of the relationship with you by providing all necessary information and/or documentation; (f) this Agreement, each Transaction and the obligations created under them both are binding upon you and enforceable against you in accordance with their terms (subject to this Amendment, applicable principles of equity) and do not and will not violate the representations and warranties contained in the Note Agreement are true, accurate and correct in all material respects (or in all respects in the case terms of any representation and warranty qualified regulation, order, charge or agreement by materiality or Material Adverse Effectwhich you are bound; (g) on and as of the date hereof, except to the extent that any such representation and warranty specifically relates to an earlier date, in which case they shall be true, accurate and correct as of such earlier date, and no Default or Event of Default or any event which may become (with the passage of time, the giving of notice, the making of any determination or any combination of the above) an Event of Default (a “Potential Event of Default”) has occurred and is continuing with respect to you or any Credit Support Provider; (h) you act as principal and sole beneficial owner (but not as trustee) in entering into this Agreement and each Transaction and in case you wish to open, either in the present time or in the future, more than one accounts with the Company either as individual client (natural person) or as the beneficial owner of a corporate client (legal person) it is required to immediately disclose to us that you are the beneficial owner of the date hereofaccount(s) during the account opening procedure and to provide us with the necessary information and/or documentation regarding the relationship between the natural and/or legal person(s); (i) any information which you provide or have provided to us in respect of your financial position, domicile or other matters is accurate and not misleading in any material respect; (j) you are willing and financially able to sustain a total loss of funds resulting from Transactions and trading in such Transactions is a suitable investment for you; and (k) except as otherwise agreed by us, you are the sole beneficial owner of all margin you transfer under this Agreement, free and clear of any security interest whatsoever other than a lien routinely imposed on all securities in a clearing system in which such securities may be held.

REPRESENTATIONS, COVENANTS AND WARRANTIES. To induce the Noteholders to enter into this Amendment, the Company Lessee hereby represents, covenants and warrants to the Noteholders thatLessor and its successors and assigns, as follows: A. The location and construction, occupancy, operation and use of all improvements now or hereafter attached to or placed, erected, constructed or developed on, in, or under the Leased Premises or as a portion of the Leased Premises (athe "IMPROVEMENTS") will not violate any applicable law, statute, ordinance, rule, regulation, policy, order or determination of any federal, state, local or other governmental authority ("GOVERNMENTAL AUTHORITY") or any board of fire underwriters (or other body exercising similar functions), or any restrictive covenant or deed restriction affecting any portion of the Leased Premises, including without limitation, any applicable zoning ordinances and building codes, flood disaster laws and health and environmental laws, rules and regulations (hereinafter collectively called the "APPLICABLE LAWS"). B. Lessee will obtain, at Lessee's sole cost and expense, all permits, licenses, and authorizations required to construct, occupy, operate, and/or use any portion of the Leased Premises by reason of any Applicable Laws pertaining to health or the environment (the "APPLICABLE ENVIRONMENTAL LAWS") including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA") and the Resource Conservation and Recovery Act of 1987, as amended ("RCRA"). C. The Company use which Lessee makes and intends to make of the Leased Premises will not result in the disposal or release of any hazardous substance, solid waste or other substance known or suspected to pose a threat to health or the environment (collectively, "HAZARDS" and individually, "HAZARD") on, in, under or to the Leased Premises. The terms "hazardous substance" and "release" shall each have the meanings specified in CERCLA, and the terms "solid waste" and "disposal" (or "disposed") shall each have the meanings specified in RCRA; provided, however, that in the event either that CERCLA or RCRA is a corporation duly organized amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment; and existing in good standing under provided further that, to the extent that the laws of the State of Indiana and has the corporate power to own its property and to carry on its business as now being conducted. Each Subsidiary Texas establish a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is duly organized and existing broader than that specified in good standing under the laws either CERCLA or RCRA, such broader definition shall apply. D. Lessee shall not cause any violation of its jurisdiction any Applicable Environmental Laws, nor permit any subtenant, concessionaire or licensee of incorporation and has the corporate power to own its property and to carry on its business as now being conducted except in such instances where the failure could not be reasonably expected to result in a Material Adverse Effect. Each any portion of the Company Leased Premises to cause such a violation, nor permit any environmental liens to be placed on any portion of the Leased Premises. All of the foregoing representations, warranties and its Subsidiaries is qualified to do business incovenants shall be continuing and shall be true and correct for the period from the date hereof through the end of the Lease Term with the same force and effect as if made each day throughout such period, and is in good standing in, every jurisdiction where all of such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (b) The Company has the corporate power and authority to execute and deliver this Amendment and to perform the provisions hereof. The execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action, and this Amendment has been duly executed and delivered by authorized officers of the Company and are valid obligations of the Company, legally binding upon and enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (c) After giving effect to this Amendment, the representations and warranties contained in shall survive the Note Agreement are true, accurate and correct in all material respects (expiration or in all respects in the case termination of any representation and warranty qualified by materiality or Material Adverse Effect) on and as of the date hereof, except to the extent that any such representation and warranty specifically relates to an earlier date, in which case they shall be true, accurate and correct as of such earlier date, and no Default or Event of Default has occurred and is continuing as of the date hereofthis Lease.

REPRESENTATIONS, COVENANTS AND WARRANTIES. To induce the Noteholders to enter into this Amendment, the Company hereby 7.1 Contractor represents, covenants and warrants to the Noteholders EnviroSpark that: (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of Indiana and Contractor has the corporate power right to own its property enter into this Agreement and to carry on its business as now being conducted. Each Subsidiary is duly organized and existing perform fully all of Contractor's obligations in good standing under the laws of its jurisdiction of incorporation and has the corporate power to own its property and to carry on its business as now being conducted except in such instances where the failure could not be reasonably expected to result in a Material Adverse Effect. Each of the Company and its Subsidiaries is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effectthis Agreement; (b) The Company Contractor's entering into this Agreement with EnviroSpark and Contractor's performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which Contractor is a party; (c) Contractor has the corporate power required skill, experience, and qualifications to perform the Services, and has obtained and maintained all consents, licenses, permits, certificates and similar approvals required by applicable ordinance, regulation or law for it to perform the Services (collectively “Permits”); (d) Contractor shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; (e) Contractor shall perform the Services in compliance with all applicable federal, state, and local laws and regulations; and (f) All Services and equipment installed in connection therewith shall result in operating EnviroSpark systems that perform in accordance with the applicable manufacturers' published specifications, and that comply with the description of Services set forth in the applicable SOW or P.O. Contract, for a period of one (1) year from the date of the completion of the applicable Services. If any element of the Services does not conform to the foregoing warranty during such 1-year period, Contractor will, as promptly as practicable, re-perform such element in a manner that does conform; provided, however, that if in the reasonable judgment of EnviroSpark such re-performance is impracticable and such non-conformance has harmed EnviroSpark, EnviroSpark shall so notify Contractor, Contractor will promptly refund that portion of the fees allocable to such non-conforming element, EnviroSpark shall be entitled to re-perform, or have such Services re-performed, at Contractor’s expense, and EnviroSpark shall have available to it all other rights and remedies provided at law or in equity with respect thereto. (g) All tangible goods provided by Contractor to EnviroSpark or to a third party on EnviroSpark’s behalf in connection with the Services shall be free from defects in materials and workmanship for a period of one (1) year from contractor’s delivery thereof. (h) Contractor shall have, before commencing Services at a location specified in the applicable SOW or P.O. Contract, satisfied itself concerning the nature and location of the Services, including all conditions (surface, sub-surface or otherwise) that may affect Contractor’s performance of the Services. Failure to acquaint itself with such applicable conditions will not relieve Contractor of its responsibility for properly performing its obligations hereunder. Prior to commencement of any Services, Contractor shall have: (a) thoroughly examined all drawings and specifications and examined the Services location and surrounding area and ascertained for itself the conditions to be encountered; and (b) relied solely on its own information and investigation and not on statements or representations, if any, that may be made or have been made by EnviroSpark. Any investigations of location of the Services and its surface or subsurface conditions provided by EnviroSpark or the applicable EnviroSpark customer are for information only and are furnished without warranty or guarantee of their content. Contractor assumes full responsibility for any and all risks in connection with the performance of the Services, and the risk of any loss arising out of the performance of the Agreement caused by any conditions at such location. Contractor will not be relieved of its obligations to perform the Services in accordance with the SOW or P.O. Contract by tests, inspections or approvals required or performed by persons other than Contractor. (i) Contractor shall cause all Approved Subcontractors’ warranties to be no less stringent or robust than the warranties provided herein. Contractor and any such Approved Subcontractor warranties shall be assignable to EnviroSpark’s client or such client’s designee. (j) The performance of the Services, the tangible work product resulting from the Services, and EnviroSpark’s clients’ use of such work product shall not infringe or violate any patent, trademark, copyright, trade secret or any other intellectual property rights of any third party. (k) Contractor shall not, and shall cause Contractor’s officers, employees and representatives not to, disparage or encourage or induce others to disparage EnviroSpark or any of its past and present officers, directors, members, managers, agents, employees and products, or EnviroSpark’s current or former clients. For purposes of this Agreement, the term “disparage” means (except as required by law but otherwise without limitation) comments or statements to the press or any individual or entity with whom EnviroSpark has or may have a business relationship that are reasonably likely to adversely affect: (i) Enviro Spark’ s business reputation; (ii) the conduct of the business of EnviroSpark (including, without limitation, any business plans or prospects); or (iii) the business reputation of EnviroSpark or any of its past and present officers, directors, members, managers, agents, employees and products (l) If Contractor fails to promptly correct defective work, EnviroSpark may, at Contractor's expense, make the corrections and withhold all amounts expended in connection with such corrections from any payments owed to Contractor. This remedy shall be in addition to, and not in limitation of, any other remedy available to EnviroSpark at law or in equity. 7.2 EnviroSpark hereby represents and warrants to Contractor that: (a) it has the full right, power, and authority to execute and deliver enter into this Amendment Agreement and to perform its obligations hereunder; and (b) the provisions hereof. The execution, delivery and performance execution of this Amendment Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all requisite necessary corporate action, and this Amendment has been duly executed and delivered by authorized officers of the Company and are valid obligations of the Company, legally binding upon and enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (c) After giving effect to this Amendment, the representations and warranties contained in the Note Agreement are true, accurate and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) on and as of the date hereof, except to the extent that any such representation and warranty specifically relates to an earlier date, in which case they shall be true, accurate and correct as of such earlier date, and no Default or Event of Default has occurred and is continuing as of the date hereof.

REPRESENTATIONS, COVENANTS AND WARRANTIES. To induce Except as may be otherwise expressly stated in the Noteholders to enter into this AmendmentDisclosure Schedule attached hereto as Exhibit B and made a part hereof, the Company Borrower hereby represents, covenants and warrants to the Noteholders thatLender and its successors and assigns, as follows: (a) The Company location and construction, occupancy, operation and use of all improvements now and hereafter attached to or placed, erected, constructed or developed as a portion of the Property (the "Improvements") do not and will not violate any applicable laws, statute, ordinance, rule, regulation, policy, order or determination of any federal, state, local or other governmental authority ("Governmental Authority") or any board of fire underwriters (or other body exercising similar functions), or any restrictive covenant or deed restriction affecting any portion of the Property, including without limitation, any applicable zoning ordinances and building codes, flood disaster laws and health and environmental laws, rules and regulations (hereinafter collectively called the "Applicable Laws"). (b) Without in any way limiting the generality of (a) above, neither the Property nor Borrower are the subject of any pending or, to the best of Borrower's knowledge, threatened investigation or inquiry by any Governmental Authority, or are subject to any remedial obligations under any Applicable Laws pertaining to health or the environment ("Applicable Environmental Laws"), including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"), the Resource Conservation and Recovery Act of 1987, as amended ("RCRA"), and the Toxic Substances Control Act, The Clean Air Act, and The Clean Water Act, and applicable state laws, and this representation and warranty would continue to be true and correct following disclosure to any applicable Governmental Authority of all relevant facts, conditions and circumstances pertaining to the Property and/or Borrower. (c) Borrower is not required to obtain any permits, licenses or authorizations to construct, occupy, operate or use any portion of the Property by reason of any Applicable Environmental Laws, or if any such permits, licenses or authorizations are required by any Applicable Environmental Laws, such permits, licenses or authorizations have, as of the date hereof, been obtained. (d) Borrower has taken all steps reasonably necessary to determine and has determined that, to the best of its knowledge, no hazardous substances, solid wastes, or other substances known or suspected to pose a corporation duly organized threat to health or the environment ("Hazards") have been disposed of or otherwise released on or to the Property or exist on or within any portion of the Property. No prior use, either by Borrower or, to the best of Borrxxxx'x xnowledge, after due inquiry, the prior owners of the Property, has occurred which violates any Applicable Environmental Laws. The use which Borrower makes and existing intends to make of the Property will not result in good standing under the disposal or release of any hazardous substance, solid waste or Hazards on, in or to the Property in violation of any Applicable Environmental Laws. The terms "hazardous substance" and "release" shall each have the meanings specified in CERCLA, including, without limitation, petroleum products and petroleum wastes of any kind, and the terms "solid waste" and "disposal" (or "disposed") shall each have the meanings specified in RCRA; provided, however, that in the event either that CERCLA or RCRA is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment; and provided further that, to the extent that the laws of the State of Indiana and has the corporate power to own its property and to carry on its business as now being conducted. Each Subsidiary Colorado establish a meaning for "hazardous substance", "release", "solid waste", or "disposal" which is duly organized and existing broader than that specified in good standing under the laws of its jurisdiction of incorporation and has the corporate power to own its property and to carry on its business as now being conducted except in either CERCLA or RCRA, such instances where the failure could not be reasonably expected to result in a Material Adverse Effect. Each of the Company and its Subsidiaries is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (b) The Company has the corporate power and authority to execute and deliver this Amendment and to perform the provisions hereof. The execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action, and this Amendment has been duly executed and delivered by authorized officers of the Company and are valid obligations of the Company, legally binding upon and enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (c) After giving effect to this Amendment, the representations and warranties contained in the Note Agreement are true, accurate and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) on and as of the date hereof, except to the extent that any such representation and warranty specifically relates to an earlier date, in which case they broader definition shall be true, accurate and correct as of such earlier date, and no Default or Event of Default has occurred and is continuing as of the date hereofapply.

REPRESENTATIONS, COVENANTS AND WARRANTIES. To induce the Noteholders to enter into this Amendment, the Company hereby 7.1 Contractor represents, covenants and warrants to the Noteholders EnviroSpark that: (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of Indiana and Contractor has the corporate power right to own its property enter into this Agreement and to carry on its business as now being conducted. Each Subsidiary is duly organized and existing perform fully all of Contractor's obligations in good standing under the laws of its jurisdiction of incorporation and has the corporate power to own its property and to carry on its business as now being conducted except in such instances where the failure could not be reasonably expected to result in a Material Adverse Effect. Each of the Company and its Subsidiaries is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effectthis Agreement; (b) The Company Contractor's entering into this Agreement with EnviroSpark and Contractor's performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which Contractor is a party; (c) Contractor has the corporate power required skill, experience, and qualifications to perform the Services, and has obtained and maintained all consents, licenses, permits, certificates and similar approvals required by applicable ordinance, regulation or law for it to perform the Services (collectively “Permits”); (d) Contractor shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; (e) Contractor shall perform the Services, and shall cause all approved Lower-Tier Subcontractors to perform the Services, in compliance with all applicable federal, state, and local laws and regulations, including (without limitation) occupational and workplace safety laws and regulations; (f) Contractor shall not, and shall cause all approved Lower-Tier Subcontractors not to, create in the performance of Services any unsafe working environment that could lead to violations of applicable laws or regulations or to injury to persons; (g) All Services and equipment installed in connection therewith shall result in operating EnviroSpark systems that perform in accordance with the applicable manufacturers' published specifications, and that comply with the description of Services set forth in the applicable SOW or P.O. Contract, for a period of one (1) year from the date of the completion of the applicable Services. If any element of the Services does not conform to the foregoing warranty during such 1-year period, Contractor will, as promptly as practicable, re-perform such element in a manner that does conform; provided, however, that if in the reasonable judgment of EnviroSpark such re-performance is impracticable and such non-conformance has harmed EnviroSpark, EnviroSpark shall so notify Contractor, Contractor will promptly refund that portion of the fees allocable to such non-conforming element, EnviroSpark shall be entitled to re-perform, or have such Services re-performed, at Contractor’s expense, and EnviroSpark shall have available to it all other rights and remedies provided at law or in equity with respect thereto; (h) All tangible goods provided by Contractor to EnviroSpark or to a third party on EnviroSpark’s behalf in connection with the Services shall be free from defects in materials and workmanship for a period of one (1) year from contractor’s delivery thereof; (i) Contractor shall have, before commencing Services at a location specified in the applicable SOW or P.O. Contract, satisfied itself concerning the nature and location of the Services, including all conditions (surface, sub-surface or otherwise) that may affect Contractor’s performance of the Services. Failure to acquaint itself with such applicable conditions will not relieve Contractor of its responsibility for properly performing its obligations hereunder. Prior to commencement of any Services, Contractor shall have: (a) thoroughly examined all drawings and specifications and examined the Services location and surrounding area and ascertained for itself the conditions to be encountered; and (b) relied solely on its own information and investigation and not on statements or representations, if any, that may be made or have been made by EnviroSpark. Any investigations of location of the Services and its surface or subsurface conditions provided by EnviroSpark or the applicable EnviroSpark customer are for information only and are furnished without warranty or guarantee of their content. Contractor assumes full responsibility for any and all risks in connection with the performance of the Services, and the risk of any loss arising out of the performance of the Agreement caused by any conditions at such location. Contractor will not be relieved of its obligations to perform the Services in accordance with the SOW or P.O. Contract by tests, inspections or approvals required or performed by persons other than Contractor; (j) Contractor shall cause all Approved Subcontractors’ warranties to be no less stringent or robust than the warranties provided herein. Contractor and any such Approved Subcontractor warranties shall be assignable to EnviroSpark’s client or such client’s designee; (k) The performance of the Services, the tangible work product resulting from the Services, and EnviroSpark’s clients’ use of such work product shall not infringe or violate any patent, trademark, copyright, trade secret or any other intellectual property rights of any third party; (l) Contractor shall not, and shall cause Contractor’s officers, employees and representatives not to, disparage or encourage or induce others to disparage EnviroSpark or any of its past and present officers, directors, members, managers, agents, employees and products, or EnviroSpark’s current or former clients. For purposes of this Agreement, the term “disparage” means (except as required by law but otherwise without limitation) comments or statements to the press or any individual or entity with whom EnviroSpark has or may have a business relationship that are reasonably likely to adversely affect: (i) Enviro Spark’ s business reputation; (ii) the conduct of the business of EnviroSpark (including, without limitation, any business plans or prospects); or (iii) the business reputation of EnviroSpark or any of its past and present officers, directors, members, managers, agents, employees and products; and (m) If Contractor fails to promptly correct defective work, EnviroSpark may, at Contractor's expense, make the corrections and withhold all amounts expended in connection with such corrections from any payments owed to Contractor. This remedy shall be in addition to, and not in limitation of, any other remedy available to EnviroSpark at law or in equity. 7.2 EnviroSpark hereby represents and warrants to Contractor that: (a) it has the full right, power, and authority to execute and deliver enter into this Amendment Agreement and to perform its obligations hereunder; and (b) the provisions hereof. The execution, delivery and performance execution of this Amendment Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all requisite necessary corporate action, and this Amendment has been duly executed and delivered by authorized officers of the Company and are valid obligations of the Company, legally binding upon and enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (c) After giving effect to this Amendment, the representations and warranties contained in the Note Agreement are true, accurate and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) on and as of the date hereof, except to the extent that any such representation and warranty specifically relates to an earlier date, in which case they shall be true, accurate and correct as of such earlier date, and no Default or Event of Default has occurred and is continuing as of the date hereof.

REPRESENTATIONS, COVENANTS AND WARRANTIES. To induce the Noteholders 3.1 The Companies hereby represent to enter into this Amendment, the Company hereby represents, covenants and warrants to the Noteholders BANA that: (a) The Company is At all times, the Collateral shall have a corporation duly organized and existing in good standing under the laws minimum liquidated cash value of the State of Indiana and has the corporate power to own its property and to carry on its business as now being conducted. Each Subsidiary is duly organized and existing in good standing under the laws of its jurisdiction of incorporation and has the corporate power to own its property and to carry on its business as now being conducted except in such instances where the failure could not be reasonably expected to result in a Material Adverse Effect. Each of the Company and its Subsidiaries is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect;less than $9,500,000.00. (b) The Company has Collateral is held and owned by the corporate Companies, free and clear of all liens, encumbrances, attachments, security interests, pledges, and charges, is fully paid for and nonassessable, and is not subject to any restrictions to its free transferability and sale to the public. (c) The Companies have the full right, power and authority to execute and deliver this Amendment pledge the Collateral and to perform grant the provisions hereof. security interest in and lien on the Collateral as herein provided. (d) The execution, delivery and performance of this Amendment Agreement by the Companies does not and shall not result in the violation of any mortgage, indenture, contract, instrument, agreement, judgment, decree, order, statute, rule or regulation to which either Company is subject, or by which it or any of its property is bound. (e) This Agreement constitutes the legal, valid and binding obligation of the Companies in accordance with the terms hereof and has been duly authorized by authorized, executed and delivered. 3.2 The Companies hereby covenant and agree that each Company shall: (a) Execute all requisite corporate actionsuch instruments, documents, and papers, and will do all such acts as BANA may reasonably request from time to time to carry into effect the provisions and intent of this Amendment has been duly executed Agreement, and delivered by authorized officers will do all such other acts as BANA may reasonably request with respect to the perfection and protection of the Company security interest granted herein and are valid obligations the assignment effected hereby. (b) Keep the Collateral free and clear of the Companyall liens, legally binding upon encumbrances, attachments, security interests, pledges, and enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); andcharges. (c) After giving effect Deliver to this AmendmentBANA, if and when received by the representations and warranties contained in Companies, any item representing, evidencing, or constituting any of the Note Agreement are trueCollateral or proceeds of the Collateral, accurate and correct in all material respects (including, without limitation, any interest, cash dividends, or other distributions made on account of or in all respects in the case of respect to any representation and warranty qualified by materiality or Material Adverse Effect) on and as of the date hereof, except to the extent that any such representation and warranty specifically relates to an earlier date, in which case they shall be true, accurate and correct as of such earlier date, and no Default or Event of Default has occurred and is continuing as of the date hereofCollateral.