SECURITY AGREEMENT (Guarantor Security Agreement)
(Guarantor
Security Agreement)
THIS
SECURITY AGREEMENT (Guarantor
Security Agreement)
(this
“Agreement”)
is
made as of the 28th
day of
July, 2006, by
DCAP
GROUP, INC., a corporation organized under the laws of the State of Delaware
(“DCAP”),
DCAP
MANAGEMENT CORP., a corporation organized under the laws of the State of New
York, DCAP ACCURATE, INC., a Delaware corporation (“DCAP
Accurate”),
AIA-DCAP CORP., a corporation organized under the laws of the Commonwealth
of
Pennsylvania, XXXXX XXXXX AGENCY, INC., a corporation organized under the laws
of the State of New York, XXXXX XXXXX COMPANIES, INC., a corporation organized
under the laws of the State of Delaware, XXXXX XXXXX ACQUISITION CORP., a
corporation organized under the laws of the State of New York, BARON CYCLE,
INC., a corporation organized under the laws of the State of New York, BLAST
ACQUISITION CORP., a corporation organized under the laws of the State of
Delaware, DEALERS CHOICE AUTOMOTIVE PLANNING, INC., a corporation organized
under the laws of the State of New York, IAH, INC., a corporation organized
under the laws of the State of Delaware, and INTANDEM CORP., a corporation
organized under the laws of the State of New York (each an “Obligor”
and
collectively the “Obligors”).
for
the
benefit of MANUFACTURERS AND TRADERS TRUST COMPANY, a New York State Bank,
in
its
capacity as “Agent”
for
itself and other “Lenders”
under
the Financing Agreement (as hereinafter defined)
(the
“Secured
Party”).
RECITALS
A. PAYMENTS
INC., a corporation organized under the laws the State of New York
(“Payments
Inc.”),
and
DCAP GROUP, INC., a corporation organized and existing under the laws of the
State of Delaware (“Parent”),
of
which Payments Inc. is a wholly-owned subsidiary, jointly and severally (the
“Borrower”)
have
applied to the Agent and the Lenders for credit facilities consisting of a
revolving credit facility in the maximum principal amount of $20,000,000 and
a
term line facility in the maximum principal amount of $2,500,000 to be advanced
pursuant to and in accordance with the terms and conditions of an Amended and
Restated Financing and Security Agreement of even date herewith (as amended,
modified, restated, substituted, extended and renewed at any time and from
time
to time, the “Financing
Agreement”)
by and
among the Borrower, the Agent, Manufacturers and Traders Trust Company, a New
York State Bank organized under the laws of the State of New York, in its
capacity as a Lender, and such other entities that may become Lenders under
the
Financing Agreement from time to time. The Financing Agreement amends and
restates the “Original
Financing Agreement”
(as
that term is defined in the Financing Agreement).
B. All
defined terms used in this Agreement and not defined herein shall have the
meaning given to such terms in the Financing Agreement.
1
C. The
Obligors, other than DCAP Accurate, are parties to the “Corporate
Guaranty”
(as
that term is defined in the Original Financing Agreement) and the “Guarantor
Security Agreement”
(as
that term is defined in the Original Financing Agreement).
D. The
Obligors have requested that the Agent and the Lenders enter into the Financing
Agreement with the Borrower and make the credit facilities described in the
Financing Agreement available to the Borrower.
E. The
Agent
and the Lenders have required, as a condition to entering into the Financing
Agreement, that the Obligors execute this Agreement as additional security
for
the payment and performance of the “Obligations”
(as
that term is defined in the Financing Agreement) and as an amendment and
restatement of, without a novation of the indebtedness, liabilities and
obligations of the Obligors under, the “Guarantor
Security Agreement”
(as
that term is defined in the Original Financing Agreement). References in the
Financing Agreement and the other Financing Documents to the “Guarantor
Security Agreement”
shall
mean this Agreement as
amended, restated, modified, substituted, extended and renewed from time to
time.
NOW,
THEREFORE, in order to induce the Agent and the Lenders to enter into the
Financing Agreement:
FOR
GOOD
AND VALUABLE CONSIDERATION, the receipt and sufficiency of which the Obligor
hereby acknowledges,
FOR
THE
PURPOSE OF SECURING (i) all present and future indebtedness, liabilities and
other obligations of any nature whatsoever (direct or indirect, fixed or
contingent), and whether or not now contemplated, of the Obligor to Secured
Party and the Lenders including, without limitation, those indebtedness,
liabilities and other obligations arising pursuant to or in connection with
this
Agreement, that certain Amended and Restated Guaranty of Payment Agreement
dated
of even date herewith (the “Guaranty”)
from
the Obligor in favor of the Secured Party, as agent for itself and the other
Lenders, and/or (ii) all present and future indebtedness, liabilities and other
obligations of any nature whatsoever (direct or indirect, fixed or contingent;
including, without limitation, the “Obligations”
as
that
term is defined the Financing Agreement ), and whether or not now contemplated,
under or secured by the Financing Agreement from time to time (all indebtedness,
liabilities and other obligations under clauses (i) and/or (ii) above
collectively, the “Secured
Obligations”),
THE
OBLIGOR HEREBY assigns, pledges and grants a security interest to Secured Party,
and covenants and agrees that Secured Party shall have a perfected and
continuing security interest in, all of the following property of the Obligor,
all whether now owned or existing or hereafter acquired or created wherever
situated (collectively, the “Collateral”):
(a) All
inventory, and all warranties, licenses, franchises, documents, chattel paper
and general intangibles related thereto (including, without limitation,
software), and all returned, rejected or repossessed goods; and
(b) All
accounts, contract rights, chattel paper (including, without limitation,
electronic chattel paper), instruments, payment intangibles and other general
intangibles, health-care-insurance receivables, money and documents, and all
returned, rejected or repossessed goods, the sale or lease of which shall have
given or shall give rise to any of the foregoing; and
2
(c) All
equipment, furniture, fixtures, and other goods together with (i) all additions,
parts, fittings, accessories, special tools, attachments and accessions now
and
hereafter affixed thereto and/or used in connection therewith, (ii) leases
and
chattel paper with respect thereto, (iii) all replacements thereof and
substitutions therefor and (iv) and all warranties, licenses, franchises, and
general intangibles related to the foregoing (including, without limitation,
software); and
(d) All
general intangibles (including, without limitation, all books and records,
things in action, contractual rights, tax returns, goodwill, literary rights,
rights to performance, copyrights, trademarks and patents) and commercial tort
claims; and
(e) All
notes, notes receivable, drafts, letters of credit, letter-of-credit rights,
supporting obligations, deposit accounts, investment property, security,
acceptances, instruments and documents; and
WITH
RESPECT TO EACH AND ALL OF THE FOREGOING, all insurance policies and insurance
proceeds related to any and all of the foregoing or otherwise and all cash
and
noncash proceeds thereof, and all books and records in whatever media (paper,
electronic or otherwise) recorded or stored, with respect to any or all of
the
foregoing and all equipment, hardware and general intangibles necessary,
beneficial or desirable to retain, access and/or process the information
contained in those books and records, and all proceeds (cash and noncash) of
the
foregoing, it being the intention of the Obligor that the Collateral shall
include all of the Obligor’s personal property. All terms used herein which are
defined by the Maryland Uniform Commercial Code shall have the same meanings
as
assigned to them by the Maryland Uniform Commercial Code unless and to the
extent varied by this Agreement.
The
Obligor further agrees that the Secured Party shall have in respect thereof
all
of the rights and remedies of a secured party under the Maryland Uniform
Commercial Code as well as those provided in this Agreement. Notwithstanding
the
fact that the proceeds of the Collateral constitute a part of the Collateral,
the Obligor may not dispose of the Collateral, or any part thereof.
1. The
Obligor covenants with and warrants to Secured Party that:
(a) The
Obligor will store the Collateral in appropriate containers, in safe and secure
locations, and in accordance with applicable laws, will take all steps necessary
to preserve and maintain the Collateral and its value, and will not permit
anything to be done to the Collateral which may materially impair its value
or
security. Secured Party, or agents designated by Secured Party, shall be
permitted to enter the premises of the Obligor and examine, audit and inspect
the Collateral at any reasonable time and from time to time without
notice.
(b) At
its
expense, the Obligor will defend the title to the Collateral (or any part
thereof), and will promptly upon request by the Secured Party execute,
acknowledge and deliver or obtain any financing statement, continuation
statement, security agreement, assignment, instruments, acknowledgments,
landlord, bailee and other third party waivers, filings
3
or
other
document as may be necessary or beneficial, in the opinion of the Secured
Party,
to perfect (by control or otherwise), preserve, provide notice of, maintain,
continue, realize upon, protect and/or extend the assignment, lien or security
interest granted to the Secured Party under this Agreement and its priority.
The
Obligor agrees that a copy of a fully executed security agreement and/or
financing statement shall be sufficient to satisfy for all purposes the
requirements of a financing statement as set forth in Article 9 of the
applicable Uniform Commercial Code. Further, to the extent permitted by
applicable laws, the Secured Party is authorized to file, without the Obligor’s
signature, one or more financing statements, amendments to financing statements,
correction statements or other notices disclosing the Secured Party’s liens and
other security interests. All financing statements and notices may describe
the
Secured Party’s collateral as all assets or all personal property of Obligor.
The Obligor hereby ratifies and confirms the validity of any and all financing
statements filed by the Secured Party prior to the date of this
Agreement.
(c) The
Obligor will maintain on the goods included among the Collateral hazard
insurance with fire and extended coverage, naming Secured Party as an additional
insured and sole loss payee, in amounts, with endorsements, from insurers and
otherwise in form and substance satisfactory to Secured Party as determined
by
Secured Party from time to time.
(d) The
Obligor will immediately notify the Secured Party of each change which has
caused, and of each proposed change which the Obligor believes would cause,
the
information contained on EXHIBIT A to this Agreement to be no longer accurate,
complete and correct
2. The
Obligor hereby represents and warrants to and covenants with the Secured Party
that:
(a) The
Obligor has full power and authority to execute and deliver this Agreement
and
to incur and perform the obligations provided for therein, all of which have
been duly authorized by all proper and necessary action of the appropriate
governing body of the Obligor and by all necessary third parties including,
without limitation, Governmental Authorities. This Agreement constitutes valid
and legally binding obligations of the Obligor, enforceable in accordance with
their terms.
(b) There
is
no charter, bylaw, stock provision, partnership, operating agreement, articles
of organization, partnership agreement, or other document pertaining to the
organization, power or authority of the Obligor and no provision of any existing
agreement, mortgage, indenture, contract, law, court or administrative order
or
proceeding binding on or applicable to the Obligor or affecting its property,
which would conflict with or in any way prevent the execution, delivery or
carrying out of the terms of this Agreement.
(c) The
Obligor has good title to the Collateral and the Collateral is free and clear
of
liens, security interests, claims, encumbrances, and assignments, except those
granted to the Secured Party, except, with
respect to the assets of Xxxxx Xxxxx Companies, Inc. only,
those
granted to The Progressive Corporation, and except, with respect to assets
of
DCAP Accurate purchased from Accurate Agency of Western New York, Inc., Xxxxxxxx
Associates Limited and Accurate Agency, Inc., security interests granted to
those persons in the assets purchased.
4
(d) The
Secured Party has and will at all times continue to have as security for the
Secured Obligations a valid and perfected security interest in all of the
Collateral.
(e) At
the
time this Agreement is executed and delivered, there exists no default under
this Agreement and no condition that with the giving or notice or the passage
of
time would be a default under this Agreement.
(f) The
information contained in EXHIBIT A, which is attached to and a part of this
Agreement, is accurate, complete and correct.
3. The
Obligor shall be in default under this Agreement and the Secured Obligations
if
the Obligor (i) breaches any agreement, covenant and warranty under this
Agreement or any other agreement, covenant or warranty between the Obligor
and
the Secured Party, (ii) is in default under any of the other Secured
Obligations, including, without limitation, any agreement with respect thereto,
(iii) transfers to another location any of the Collateral, or makes any change
which would cause the information contained on EXHIBIT A to this Agreement
to be
no longer accurate, complete and correct, (iv) transfers or assigns (including,
without limitation, transfers or assignments by merger, consolidation or
operation of law) or sells, conveys, leases, assigns, transfers or otherwise
disposes of all or any part of the Collateral, except inventory sold in the
ordinary course of business prior to an event of default, (v) permits (or if
there shall arise) any security interest, encumbrance, financing statement,
lien
(including, without limitation, tax lien) or charge of any kind on the
Collateral, except for the liens of Secured Party pursuant to this Agreement
and
except for the liens of The Progressive Corporation on the assets of Xxxxx
Xxxxx
Companies, Inc., (vi) changes the Obligor's name, state of organization, or
entity structure, or become organized under the laws of an additional state,
(vii) liquidates, dissolves or terminates its existence, (viii) admits in
writing its inability generally to pay its debts as they mature or shall make
any assignment for the benefit of any of its creditors, (ix) is the subject
of
federal or state bankruptcy, insolvency, receivership or trustee proceedings,
or
(x) suffers (or if there shall occur) an “Event of Default” (as that term is
defined in the Financing Agreement or in any of the other Financing
Documents).
4. Upon
the
occurrence of a default under this Agreement (and in addition to all of its
rights, powers and remedies under this Agreement, the Guaranty, any other
promissory notes, documents, instruments, guaranties, mortgages or other
contract with or for the benefit of the Secured Party, or securing or evidencing
payment of any indebtedness of the Obligor, at any time executed by the Obligor
and/or any other person in connection with any of the Secured Obligations,
all
as the same may be amended, modified, restated, substituted, extended and
renewed at any time and from time to time, the “Financing Documents”): The
Secured Party may, in the exercise of its sole and absolute discretion, declare
all or any part of the Secured Obligations to be immediately due and payable.
The Secured Party shall have all of the rights and remedies of a secured party
under the Maryland Uniform Commercial Code and other applicable laws. If the
sale or other disposition of the Collateral fails to satisfy all of the Secured
Obligations, the Obligor shall remain liable to Secured Party for any
deficiency. Upon demand by Secured Party, the Obligor shall assemble the
Collateral and make it available to Secured Party, at a place reasonably
convenient for such purpose as designated by Secured Party. The Obligor shall
hold in trust for the Secured Party all collections and proceeds of Collateral
in the form received, shall not commingle those collections or proceeds with
any
other assets of the Obligor and shall deliver those collections and proceeds
immediately to the Secured Party with
5
any
necessary endorsement. The Secured Party or its agents may enter upon and
remain
on the Obligor’s premises to take possession of the Collateral, to remove it, to
render it unusable, to collect it, or to sell or otherwise dispose of it
and to
take any other action permitted to be taken under this Agreement or under
applicable laws. Any proceeds of the collection, the sale or other disposition
of the Collateral will be applied by the Secured Party to the Secured
Obligations (whether then due or not), at such time or times and in such
order
and manner of application as the Secured Party may from time to time in
its sole
and absolute discretion determine.
5. If
the
Obligor fails to take any action required to be taken by the Obligor under
this
Agreement (including, without limitation, obtaining required insurance), the
Secured Party, in the exercise of its sole and absolute discretion, may do
so in
the name of the Secured Party or the Obligor as the Secured Party may elect,
but
at the cost and expense of the Obligor, which cost and expense shall be
immediately due and payable to the Secured Party as part of the Secured
Obligations. In addition to all other rights and remedies provided hereunder
or
as shall exist at law or in equity from time to time, the Secured Party may
(but
shall be under no obligation to), without notice to the Obligor, in the name
of
the Secured Party or in the name of the Obligor or otherwise, for the use and
benefit of the Secured Party, but at the cost and expense of the Obligor, (i)
following a default under this Agreement, extend, renew, demand, collect,
enforce by legal or equitable proceedings or otherwise, exchange, surrender,
compromise, give receipt for and give renewals, extensions, discharges and
releases of, any and all of the Collateral; (ii) endorse or sign the name of
the
Obligor upon any items of payment, certificates of title, instruments, financing
statements, securities, powers, documents, documents of title, or other writing
relating to or part of the Collateral; and (iii) following a default under
this
Agreement, take any other action necessary or beneficial to realize upon or
dispose of the Collateral. The Obligor hereby irrevocably appoints the Secured
Party as its attorney-in-fact, with power of substitution from time to time,
to
take such actions as are described in this paragraph as well as any other action
which the Obligor is required to take under this Agreement or under any of
the
other Financing Documents, including, without limitation, the execution,
acknowledgment and delivery of any financing statement, continuation statement,
security agreement, assignment, instruments, filings or other document as may
be
necessary or beneficial, in the opinion of the Secured Party, to perfect,
preserve, provide notice of, maintain, continue, realize upon, protect and/or
extend the assignment, lien or security interest granted to the Secured Party
under this Agreement and its priority.
6. Without
precluding other means for giving notice, any written notice of the sale,
disposition or other intended action by Secured Party with respect to the
Collateral given at least ten (10) days prior to such sale, disposition or
other
action and sent to the mailing address set forth on EXHIBIT A attached hereto,
shall in all events constitute commercially reasonable notice to the
Obligor.
7. The
Obligor agrees to pay to Secured Party as part of the Secured Obligations all
reasonable expenses, charges, costs, taxes, and fees (including, without
limitation, reasonable attorney’s fees and expenses, whether incurred prior to
the institution of any suit or other proceeding or otherwise) of any nature
whatsoever paid or incurred by or on behalf of Secured Party or the Lenders
in
connection with the perfection, collection, maintenance, preservation,
inspection, insuring, defense, protection, realization upon, disposition, sale
or enforcement of all or any part of the Collateral or the enforcement or
collection of the Secured Obligations.
6
8. This
Agreement may not be amended, modified, or changed in any respect except by
an
agreement in writing signed by the Secured Party and the Obligor. The Secured
Party shall have the right at all times to enforce the provisions of this
Agreement in strict accordance with the terms hereof, notwithstanding any
conduct or custom on the part of the Secured Party in refraining from so doing
at any time or times. The failure or delay of the Secured Party at any time
or
times to enforce the rights under such provisions, strictly in accordance with
the same, shall not be construed as having created a custom in any way or manner
contrary to specific provisions of this Agreement or as having in any way or
manner modified or waived the same.
9. The
rights, powers and remedies provided in this Agreement are cumulative, may
be
exercised concurrently or separately, may be exercised from time to time and
in
such order as the Secured Party shall determine, and are in addition to, and
not
exclusive of, rights, powers and remedies provided by applicable laws, all
without regard to any right of the Obligor or any other person or entity to
the
marshalling of assets, which right the Obligor and any other person or entity
who may be liable (by endorsement, guaranty, indemnity or otherwise) for all
or
any part of the Secured Obligations hereby waive to the extent permitted by
applicable laws. Without limiting the generality of the foregoing, the Secured
Party and the Lenders may: (a) proceed against any one or more Obligors and/or
the Collateral with or without proceeding against any other Obligor or any
other
person obligated under any of the Secured Obligations; (b) proceed against
the
Obligor with or without proceeding under the other Financing Documents; (c)
without reducing or impairing the obligation of the Obligor and without notice,
release or compromise with any guarantor or other person liable for all or
any
part of the Secured Obligations; and (d) without reducing or impairing the
obligations of the Obligor and without notice thereof: (i) fail to perfect
the
security interests and/or other interests of the Secured Party in any or all
Collateral or to release any or all the Collateral or to accept substitute
Collateral, (ii) allow all or any Secured Obligations to arise after the date
of
this Agreement, (iii) waive any provision of this Agreement, (iv) exercise
or
fail to exercise rights of set-off or other rights, (v) accept partial payments
or extend from time to time the maturity of all or any part of the Secured
Obligations, and (vi) take or fail to take any action under this Agreement
or
against any one or more persons obligated under the Secured Obligations. The
Obligor, together with any guarantor, surety or indemnitor of all or any part
of
the Secured Obligations, hereby waives and releases all claims and defenses
against the Secured Party and the Lenders and/or with respect to the payment
or
enforcement of the Secured Obligations and the Secured Party’s rights in the
Collateral on account of any of the foregoing.
10. In
case
one or more provisions contained in this Agreement shall be invalid, illegal
or
unenforceable in any respect under any law, the validity, legality and
enforceability of the remaining provisions contained herein shall remain
effective and binding on the parties hereto and shall not be affected or
impaired thereby.
11. “Obligor”
means
the collective reference to each and every Person defined as a “Obligor” in the
preamble of this Agreement or otherwise so identified in this Agreement from
time to time, and to any one or more of such Persons, all jointly and severally,
unless a specific Obligor is expressly identified. “Obligors” means the
collective reference to all Persons included in the definition of “Obligor.” The
headings in this Agreement are included herein for convenience only, shall
not
constitute a part of this Agreement for any other purpose, and shall not be
deemed to affect the meaning or construction of any of the provisions hereof.
The above Recitals are part of this Agreement
7
12. This
Agreement shall be binding upon and inure to the benefit of the Obligor and
Secured Party and their respective successors and assigns.
[Signatures
follow on next pages]
8
SIGNATURE
PAGE TO
SECURITY
AGREEMENT
(GUARANTOR
SECURITY AGREEMENT)
WITNESS
the signature and seal of the Obligors as of the day and year first above
written.
|
WITNESS
OR ATTEST:
_______________________
|
DCAP
GROUP, INC.
By:_____________________
(SEAL)
Xxxxx
X. Xxxxxxxxx,
President
|
|
ATTEST:
_______________________
|
DCAP
MANAGEMENT CORP.
By:_____________________
(SEAL)
Xxxxx
X. Xxxxxxxxx,
President
|
|
ATTEST:
_______________________
|
DCAP
ACCURATE, INC.
By:_____________________
(SEAL)
Xxxxx
X. Xxxxxxxxx,
President
|
|
ATTEST:
_______________________
|
AIA-DCAP
CORP.
By:_____________________
(SEAL)
Xxxxx
X. Xxxxxxxxx,
President
|
[Signatures
Continue on Next Page]
SIGNATURE
PAGE TO
SECURITY
AGREEMENT
(GUARANTOR
SECURITY AGREEMENT)
|
ATTEST:
_______________________
|
XXXXX
XXXXX AGENCY, INC.
By:_____________________
(SEAL)
Xxxxx
X. Xxxxxxxxx,
President
|
|
ATTEST:
_______________________
|
XXXXX
XXXXX COMPANIES, INC.
By:_____________________
(SEAL)
Xxxxx
X. Xxxxxxxxx,
President
|
|
ATTEST:
_______________________
|
XXXXX
XXXXX ACQUISITION CORP.
By:_____________________
(SEAL)
Xxxxx
X. Xxxxxxxxx,
President
|
|
ATTEST:
_______________________
|
BARON
CYCLE, INC.
By:_____________________
(SEAL)
Xxxxx
X. Xxxxxxxxx,
President
|
|
ATTEST:
_______________________
|
BLAST
ACQUISITION CORP.
By:_____________________
(SEAL)
Xxxxx
X. Xxxxxxxxx,
President
|
[Signatures
Continue on Next Page]
SIGNATURE
PAGE TO
SECURITY
AGREEMENT
(GUARANTOR
SECURITY AGREEMENT)
|
ATTEST:
_______________________
|
DEALERS
CHOICE AUTOMOTIVE PLANNING, INC.
By:_____________________
(SEAL)
Xxxxx
X. Xxxxxxxxx,
President
|
|
ATTEST:
_______________________
|
IAH,
INC.
By:_____________________
(SEAL)
Xxxxx
X. Xxxxxxxxx,
President
|
|
ATTEST:
_______________________
|
INTANDEM
CORP.
By:_____________________
(SEAL)
Xxxxx
X. Xxxxxxxxx,
President
|
[Acknowledgment
follows on Next Page]
ACKNOWLEDGEMENT
PAGE TO
SECURITY
AGREEMENT
(GUARANTOR
SECURITY AGREEMENT)
STATE
OF
MARYLAND, CITY OF BALTIMORE, TO WIT:
I
HEREBY
CERTIFY, that on this ___ day of July, 2006, before me, a Notary Public of
said
State, personally appeared Xxxxx X. Xxxxxxxxx, who acknowledged himself to
be
the President of DCAP GROUP, INC., a corporation organized under the laws of
the
State of Delaware, and of each of the other Guarantors described in foregoing
instrument, known to me (or satisfactorily proven) to be the person whose name
is subscribed to the foregoing instrument and acknowledged that he executed
the
same for the purposes therein contained as the duly authorized President of
each
of said corporations by signing the respective names of the corporations by
himself as President, respectively, of each.
WITNESS
my hand and Notarial Seal.
______________________________
Notary
Public
My
Commission Expires:
EXHIBIT
A TO SECURITY AGREEMENT
The
Obligor further represents and warrants to the Secured Party that the
information provided to the Lender on the Perfection Certificate dated on or
about the Original Closing Date (as that term is defined in the Financing
Agreement) with respect to each Obligor other than DCAP Accurate and on or
about
date of this Agreement in the case of DCAP Accurate, and provided by each
Obligor to the Lender is true and correct and is incorporated into this
Agreement by reference.
