Filing 54427147 E?Filed 03/30/2017 01:15:46 PM IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT IN AND FOR LEON COUNTY, FLORIDA CAPITAL CITY BANK, Plaintiff, v. Case No. 2017 CA 000669 CONQUEST CLINICS, LLC, a Florida limited liability corporation and JACOB W. VANLANDINGHAM, Defendants. COMPLAINT GENERAL ALLEGATIONS COMES NOW, Capital City Bank, a Florida banking corporation, (hereinafter referred to as by and through its undersigned attorney sues the Defendants Conquest Clinics, LLC (hereinafter referred to as ?Conquest?) and Jacob W. Vanlandingharn (hereinafter referred to as ?Vanlandingham?) and alleges: 1. This is an action to recover damages in excess of $15,000 owed under two (2) promissory notes executed and guaranteed by the Defendants herein and to foreclose the security granted herein on all collateral pledged by the Defendants to secure this note. All conditions precedent to the ?ling of this matter have been completed and/or waived. 2. Plaintiff CCB is a banking corporation organized under the laws of the State of Florida with its principal place of business in Tallahassee, Leon County, Florida. 3. Defendant Conquest is a Florida Limited Liability Corporation organized and doing business in Tallahassee, Leon County, Florida. Defendant Vanlandingham is an individual residing in Leon County, Florida. 4. In addition, both Defendants are the obligors of the notes either as primary debtor or guarantor, and the note at issue contains a choice of venue clause stating that all lawsuits shall be brought in a court of appropriate jurisdiction in Leon County, Florida. COUNT I - SUIT ON NOTE 5. Plaintiff realleges and incorporates Paragraphs 1 through 4 herein. 6. On or about July 27, 2016, Defendant Conquest executed and delivered to Plaintiff the Promissory Note and Business Loan Agreement in the amount of $25,272.78 principal. A true copy of these documents are attached hereto as Exhibit ?1 7. Defendant Conquest defaulted on its payment obligations by failing to make its payment due November 27, 2016, as well as any and all payments due for any subsequent periods. The Plaintiff has declared the entire unpaid principal balance under the Promissory Note and all accrued unpaid interest immediately due. 8. As of the date of this Complaint, Defendant Conquest has failed to pay the full amount due and owing under the Promissory Note and Business Loan Agreement. 9. Florida documentary stamps required under the law have been paid on the full amount of the note. WHEREFORE, Plaintiff demands judgment against Defendant Conquest Clinics in the amount of $24,041.30 plus interest, costs and attorneys? fees, and all other relief this Court deems to be just and equitable. This judgment should be joint and several against Defendant Vanlandingham, as Defendant executed a Guaranty on the Promissory Note at issue. COUNT II - SUIT ON GUARANTY 10. Plaintiff realleges and incorporates Paragraphs 1 through 9 herein. 11. Payment of said the Promissory Note executed by Defendant Conquest was personally guaranteed by Defendant Vanlandingham in a Commercial Guaranty dated July 27, 2016. A true and correct copy of the executed Commercial Guaranty is attached hereto as Exhibit 12. Defendant Conquest defaulted under the Promissory Note by failing to make its payment due November 27, 2016, as well as any and all payments due for any subsequent periods. 13. CCB has accelerated the note and hereby demands the entire outstanding balance of the Note to be paid in full, with interest at the default rate of eighteen percent in accordance with the terms of the note. 14. Florida Documentary Stamps required under the law have been paid on the full amount of the note. 15. Vanlandingham is obligated to pay the total amount due hereunder and thus far has failed and refused to pay same. 16. Accordingly, the total sum of $24,041.30 plus interest, costs and fees are due pursuant to the terms of the note, both by Defendant Conquest and Defendant Vanlandingham. 17. Plaintiff is obligated to pay its attorney reasonable fees for the services, and Defendants are obligated under the terms of the note to pay same. WHEREFORE, Plaintiff demands judgment against Defendant Conquest Clinics in the amount of $24,041.30 plus interest, costs and attorneys? fees, and all other relief this Court deems to be just and equitable. COUNT SUIT 0N NOTE 18. Plaintiff realleges and incorporates Paragraphs 1 through 17. 19. On or about December 20, 2013, Defendant Conquest executed and delivered to Plaintiff the Promissory Note in the original principal amount of $150,000. A true and correct cepy of the Promissory Note is attached hereto as Exhibit ?3 20. Defendant Conquest defaulted under the Note by failing to make its payment due November 27, 2016 as well as any and all payments for any subsequent periods. 21. CCB has accelerated the note and hereby demands the entire outstanding balance of the Note to be paid in full, with interest at the default rate of eighteen percent in accordance with the terms of the note. 22. Florida Documentary Stamps required under the law have been paid on the full amount of the note. 23. Payment of said note was guaranteed personally by Vanlandingham, a copy of the signed, Commercial Guaranty is attached hereto as Exhibit 24. Vanlandingham is obligated to pay the total amount due hereunder and thus far has failed and refused to pay same. 25. Accordingly, the total sum of $148,692.00 plus interest, costs and fees are due pursuant to the terms of the Promissory Note by Defendant Conquest as the primary borrower. 26. Plaintiff is obligated to pay its attorney reasonable fees for their services and Defendant Conquest is obligated under the terms of the note to pay same. WHEREFORE, Plaintiff demands judgment against Defendant Conquest Clinics, LLC in the amount of $148,692.00 plus interest, costs and attorneys? fees as well as other relief this Court deems just and equitable. This judgment should be joint and several against Defendant Vanlandingham, as Defendant executed a Guaranty on the Promissory Note at issue. COUNT IV - SUIT ON GUARANTY 27. Plaintiff realleges and incorporates Paragraphs 1 through 26 herein. 28. Payment of the Promissory Note executed December 20, 2013, by Defendant Conquest was personally guaranteed by Defendant Vanlandingham. A true and correct copy of the signed Commercial Guaranty is attached and incorporated herein as Exhibit 29. Defendant Vanlandingham is obligated to pay the total amount due and thus far has failed and refused to pay the same. 30. Accordingly, the total sum of $148,692.00 plus interest, costs, and fees are due pursuant to the terms of the note both by Defendant Conquest as the primary borrower and Defendant Vanlandingham. Plaintiff is obligated to pay its attorneys reasonable fees for their services, Defendants are obligated under the terms of the Promissory Note and Commercial Guaranty to pay the same. WHEREFORE, Plaintiff demands judgment against Defendant Vanlandingham the total sum of $148,692.00 plus interest, costs and fees. This judgment should be entered jointly and severally against both Defendant Conquest Clinics, LLC and Defendant Jacob W. Vanlandingham. COUNT - FORECLOSURE OF SECURITY INTEREST 31. Plaintiff realleges and incorporates Paragraphs lthrough 30 herein. 32. To secure the loan obligated re?ected in the December 20, 2013 Promissory Note executed by Defendant Conquest, Defendant Conquest executed a Commercial Security Agreement to Plaintiff in which it provided to Plaintiff a security interest in ?All Inventory, Accounts, and Equipment now owned to be acquired in the future regardless of location.? The Defendant?s address is identified in this Agreement as 2580 Care Drive, Suite 3, Tallahassee, Fierida 32308. 33; All that sums duct umd-erthe $150?000 Promissory Note eXewtad Diecembm? 2013 are sacure-d by liar: Of 2113 imam-tam ace-Gum's: and equipi?nent mow 0r ,imrea?er K) be acquired in the future in regard t0 iecaiim} by Defendant Conquest. Clinics: LLC. 34, Payment {2f Plaintiff? attm?nays? fees arid costs an: pmvided. {ind by the H.611: Ofth? C?ianin,3rciai Saaurity mfer?enced basin and attachad as Exhibit 35V Plaimi?-?S rightg under {ha security agreement t0 ?rst Han are: superiar t0 any other ?efendamts. WHEREFGRE, Plaintiff demands this Cami determine, {hat Plaintiff has. a Eien superb}? all (321mm the amount to be adjudgad due. 9151111133? including- prineipal balance on the meta? all interest late: c?hargas, murt cast, a?d af?rm-y fees; and admnced by Piaintiff its lien. and securiiy imamst. aw? RESPECTFULLY this ofMa-rch? 2017. . I . Haida Ba}: N0. 0122006 maxk?z?ew?fcarnowrevlaw.cam MQWREY LAW FHA, 5 '15 Nam} Adams Sirset 15131133336? Haida 32301 'REEthne: (850) 22294823 Famim?e: (8'58) 356b6867 ATTORNEYS FGR NQTE Mata-titty than Mr)- Catticott I Accaunt Qt?cer inttiats 4.2433513- ma References in We boxes above are for Lenderis use gnty and Lie mat timit- the app?cabitit-y of this dqciumanf to any pa?tcmar 30am ctr-item. Any item abort? (zentaining has been omitted due in text tength Principat Lam Bate. Borrower: LLC Lander: CAPITAL cm BANK 140?! PIEDMONT METRGPOUTAN TALLAHASSEE, H. 3234118 13.0. 80X 90:: TALLAHASSEE, 32302 Amaur?; Bate or more: duty 20?36 PROMESE FAY. i??mrower"} pmm?tsag is: pay in SEAFSTAL BANK er m?er, its tawmt matte? af tha United States 5f America. the gri?ptpal of Twenty??ve Thausand Two Hundred Seventy-twin a. Batters together with interest on the unpaid principat hatanc?e from July arms, un?t paid in tutt. PAYMENT. Eormwer Witt pay $35 3mm in ms; immediatety ugnn 'Letider?a demand. if demand is? made, Borrower Wit! pay this taan in accnm?ance with the fbtta?wihg payment schedute, whim catcuiate-s interest an the. unpaid principat hats-mes as described in the paragraph using the in-terast rates described in this paragraph: 2 consacutive interest payments, baginning ?3.3qu 27?. 231$, with ?nterest catnutated on tits unpaid princiba} hatauces ustng an tntemst- rate _of ?.525% per annum basad on a year of 365 days; 35 mummy cansecmwa princi'pat and infra-3'85: payments at? 378835 each, begihning Gcic'bar 21316, with interest taiculated bn the unpa?si- pri?cipa't batances using an interest rate sf {825% per ar'mum- based an a year sf 360 days; anti am: prirmigsat and interest fragment-of WES-.68 am September 2913, with interestcalcutated cm the unpaid principa?i bata?ces using an interest rate at ?.625%.per am'um based an a year (if 369 days. Fhis estimated final paymani is based on the assump?un that at! payments wit! he {trade exactly as; ache-dated; ttxa aciuat final payment Witt be rm ati'princ3g1a! and accrue? interest not yet gait}; together with any ether unpaid amounts under this. Note.- Untess otherwise agrsed or required by app?icabte iaw, payments wut bg appiieri first ta any unpaid cottec?on costs; than to any iat'a charges; than {a ?fty accrued unpaid interest; and then p?ncipai. .Barmwer wiil {ray Lender at:- Lender's address Shawn abave 33' at such ether {31352: ES Len?er may designatta in writing. MAXMUM RATE. Under an circumstances wit? the interest rate on. this Note exceed (anew far any higher defautt rate Shawn betaw) the kisser 9t per annum or the maximum rate atluwed by apptimabte tam. CALCULAHON METHOD. taterest on this Note is 'camputed an a basis; that is, by emptying the ratio at? the interest rate over a year ef 35G days, muttiptted by the Quisi?anding princtaat batancg, mutiipiied the actual number of days the princi?a! batanue is uutstanding. An interest payabie under this Note is computed usim} this method. PREFAYMENT. Barrawer agrees that at! Soan fees anti other prepaid ?nance charges are earned futty as of the. date of the tear: and wit} not be subject to- refund upoh earty payment {whether \rotuntary or as a result of detautt), except as utnerw?ise required by tam. Exam): for the foregg??ng. BarmWer may pay penatty at? war portion-ct the amount awed gartter than it is ?ue, Early payments w?tlt net, unt'ess agreed to try Lenderjn writing. retteve? Borrower of. obttgattun tn continue ta make pa-ymenta under the ?aym?ent c?edute. Rather, earty payments wit} reduce the princith hatance titre a?t?id may resutt in Eormwer?s making fewer payments, Borrower agrees 'th is send Lender payments marked "paid. in fun", ?withaut recourse?, or simitar language, tf Borrewar SENSE such a payment. Lender may accept-ti without losing. any at Lender?s rights under this mm. and Bormw?r wilt ramain ts pay any further ameum awed to Lender. Alt written communicattons? cementing Gispaated amaunts, including any chest: or other payment instrument- that indicates that the.? payment "gxaymeut'tn-tutt? so? the; amountmveg at that is tend?red with rattler conditigns or timita?tions 5r as tut! satisfactto'n of a??rs-puied amount must be merited or d?tivet?ed 2.5: Gapital City Bank, Capitai City Barri: Direct, Post 0mm: Bax EBB Taltahassea, FL LATE CHARGE. tfja payment is days a: mare tate. Barmwer wit! be Charged at {he'regutarty scheduted payment. AFTER Upon including fat'ture' is gay upon fin-at maturity, the interest rate en this Note shat! be: increased to 17.?90% per annum-based an a year .mf 360 ejayS. .Howevar, in no event: the tnteres: rate exceed the maximum Entarest rate tim'ttatians under appticabte taw. QEFAULT. Each of the faitawt'ngshatl cons?i?iute an event-of dafautt ("Event at Defautt?} miter tht?s Nata: Payment ?afautt. Bormw?r iatts to make due Nate. Ether Bstfazutts. Bmmwar fails ta. with or tn any other term, shtigattan, amen-ant 0r cond?rimn c'ontatned in {mg Note or in any 91? the related documentg a: compty with gr to petfarm any term. obtigatian, alsxr?ettant 9r ccntained in any-rather agreement betwee, Lender and Bormwer. Bars-art: in Favor of Third Parties. Borrower er any Graniar Getautts under any team. exit-mama a? credit, security agreement, purchase gr sates .agreemartt. or any ether agreement. in tavorof'any other 0r parser; that may materi-atty affect any of mustang? 0r Borrower??'abitiiy ta repay this Note or Barrower's cbtig?atimsz under thig Nate or any 6f the reiateddmumants. Eatse Statemants. Any warranty. rapraSentatian 0r statement made. at furnished ta Lender by Borrower or Barmwer's bah-at: urtdar this Note star the rater-{ed documents is false mistaad-tng in any mater?at aspect. either haw ar- at? the ttmta matte or turntahed qr bemmas {aims or misteadmg at any time. mereai?tar. Death or than-Nancy. The d?rssot?uttm at Bermwer (regardte'ss cf whethar eteciton t0 continue is made}. any member withdraws from 9r any Other termtnatian 9f Burrower't? (existence as a going busineSS or the death at any member, the insatvemcy of Borrower. the apgaintment 0f arecetvar {marry part at ramparty. any far the bene?t: at streamers.- any type cf creditor workout, or the of proceedth under any bankruptcy er tnssotvency tawa try ur against amt-Ewen Creditor a: Forfeiture Pruceedings. Cummencem-ent' of forectcasure or forfeitura wtsethar by judiciat prsceedin'g. setf?hetp, repossessim} or any ether methad, by any credith a?f Bormwer 0r by any governments?! agency aga?ngt any coliaterat gaming the lean. This tn-ctudes a at any of Barre-weft; accounts, inductth dammit accounts, with Lemier'. HQWever. this Event or Default shat? not appty if there is a gcod fatth dispute by Barrewer as is the vat-idity or reasonabtenea?s (at the ctaim which is tha bests of the cr?ditar .or forfeiture anmf Barmwer gives; Lemar mime of the creditar 'or forfetiure pmceed?tt?tg and with Lender marries or a surety band far the tredttor- or farfettur'e groceeding, in an amcunt determined by Lender. in its sole discretinn, a5 bet-mg an adequate raserve at band for the dispute. . Events Affecting Grsarantar. Any 9? the parading events occurs with respect to any Guarantor at any 0? the indebtadness at any Guarantar dies or becames incompetent. 9r revskes 0r dimutea the vatidity 93?, or under, any guaranty of {?debtednesja evidenrsed by this Note. Advama Change. A materiat adverse; changg Occurs. in Barret-vars ?nanciat condition, er Lender hetieye's the prasnectraf payment or perfarmanse cf this Nate is impaired, Lender in good ram batteves itsetf insecure. Cure Previsinns; if any detauit,pth-er than a def'auit in payment, is gut'abte and if Borrower has nut been gi?ven a notice Of a meach .mr the same provisinn of this Nate wkthin'th?e preceding 'tWeIVe' (12) months. it may be; mar?ect it Barrower. after. Landar sends wr'iitan antics: to Sorrewer demanding cure such?efault: (1) cures the dammit wtthin ten (1-3) days: 5r is? the: cure requires more than ten {13} (jays. tmmediatety initiates which Lender deems in Len?er?s sofa distzre?cm in be suf?cient in cure the detauttand thereafter and camptetes at! reasoa-abte and necessary steps suf?ct?ent t0 preduce comptiance as sum as s?a?asmabiy practice-at. RIGHTS. Upon defautt, Lender may dastare the entire unpaid principal} patent-.8. under this Nate and att accruedunpatd interest tmme?tatgty due, anti then Bmmw'er wit't- pay that amount. FEES: EXPENSES. Lenctet? may ht're or'pay sameo?me atse? ta hetp cotfect this Note if Borrower (tees-not pay. Borrwwer pay Lender the .amaun'i of these casts and expenses, which inctudes, subject ict any timtt's under appticabte 13w, Lender?s faasonabte attorneys? fees and Lender?s tags! expanses whether not there is a Rawsu?, facing:ng 'reasortabte attemeys? tees and tegat expenses far bankruptcy (induding efforts is mod-try m- vacate any autematiastay QT injunction), and appea'E-s. tf not prohihited by apptiaabte taw, atso Witt pay any mutt costs, in additive to at] other-sums provtctad by ta'w. LAW. This Note wit! ha gaverned by tecterat taw to Lemar and, Is the extent m3? preempted by feds?rat law, the taws a? the State of Finnish regard in its at taw This Rate has been accepte? by Lender in the ?taie of VENUE. if there a tawsuit, Barrowar rigs-gas upon Lender?s request to submit its the of the courts of Leon Sammy, State pf Fiorida. DISHONDRED H.598 FEE. Barrswer wit! pay a fee {at Lender at 3351):} if Barrnwer makes payment on Barmwer's smart and the chectg or I) PROMISSORY NOTE Loan No_ (Continued) Page 2 preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves at right of setofi in all Borrower?s accounts with Lender (whether checking, savings, or sorne other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by taw. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all such accounts. COLLATERAL. This loan is unsecured. DOCUMENTARY STAMP TAXES. This Note renews Loan #738772845?1 on which documentary stamp taxes were previously paid on the full amount of the original note. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the bene?t of Lender and its successors and assigns. NOTIFY US UP INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender reports any inaccurate information about Borrower's account(s) to a consumer reporting agency. Borrower's written notice describing the specific inaccuracylies) should be sent to Lender at the following address: Capital City Bank Capital City Bank Direct Post Of?ce Box 900 Tallahassee, FL 32302?0900. GENERAL PROVISIONS. This Note is payable on demand. The inclusion of speci?c default provisions or rights of Lender shall not preclude Lender?s right to declare payment of this Note on its demand. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Borrower does not agree or intend to pay, and Lender does not agree or intend to contract for. charge, collect, take, reserve or receive (collectively referred to herein as "charge or collect"), any amount in the nature of interest or in the nature of a fee for this loan, which wouid in any way or event (including demand, prepayment, or acceleration) cause Lender to charge or collect more for this loan than the maximum Lender would be permitted to charge or collect by federal law or the law of the State of Florida (as applicable). Any such excess interest or unauthorized fee shall, instead of anything stated to the contrary, be applied ?rst to reduce the principal balance of this loan, and when the principal has been paid in full, be refunded to Borrower. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note. whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modi?cation is made. The obligations under this Note are joint and several. 9RIOR TO SIGNING THIS NOTE. BORRDWER READ AND UNDERSTOOD ALL THE OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES OF A COMPLETED COPY OF THIS NOTE. BORROWER: CONQUEST INICS, LLC ,rr By VA LED NGHAM, Manager of concussr CLINIC LuelPIu.Vlr. 15.120333 USA Carper-lion 1991. 2015. All ?ights Essen?. - Fl ll 0 1 i: BUSINESS LOAN AGREEMENT Principal Loan Date Maturity Account Officer Initials $25,272.78 07-27-2016 09-27-2019 148 Any item above containing has been omitted due to text length limitations. References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Borrower: CONQUEST CLINICS, LLC 1408 PIEDMONT WAY TALLAHASSEE, Fl. 32308 Lender: CAPITAL CITY BANK METROPOLITAN OFFICE PO. BOX 900 TALLAHASSEE, FL 32302 THIS BUSINESS LOAN AGREEMENT dated July 27, 2016, is made and executed between CONQUEST CLINICS, LLC {"Borrower") and CAPITAL CITY BANK ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other ?nancial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender?s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement. TERM. This Agreement shall be effective as of July 27, 2016, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, including principal, interest, coats, expenses, attorneys? fees, and other fees and charges, or until September 27, 2019. CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the ful?llment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) guaranties; (3) together with all such Related Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender's counsel. Borrower's Authorization. Borrower Shall have provided in form and substance satisfactory to Lender properly certi?ed resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require. Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as speci?ed in this Agreement or any Related Document. Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certi?cate delivered to Lender under this Agreement are true and correct. No Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modi?cation of any Loan, and at all times any Indebtedness exists: Organization. Borrower is a limited liability company which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Florida. Borrower is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all necessary ?lings, governmental licenses and approvals for each state in which Borrower is doing business. Speci?cally, Borrower is. and at all times shalt be, duly quali?ed as a foreign limited liability company in all states in which the failure to so qualify would have a material adverse effect on its business or ?nancial condition. Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains an of?ce at 1408 PIEDMONT WAY, TALLAHASSEE, Fl. 32308. Unless Borrower has designated otherwise in writing, the principal of?ce is the of?ce at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower?s state of organization or any change in Borrower's name. Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or caurt applicable to Borrower and Borrower's business activities. Assumed Business Names. Borrower has ?led or recorded all documents or ?lings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None. Authorization. Borrower's execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of Borrower's articles of organization or membership agreements, or any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower's properties. Financial Information. Each of Borrower?s ?nancial statements supplied to Lender truly and completely disclosed BorrOWer's ?nancial condition as of the date of the statement, and there has been no material adverse change in Borrower's ?nancial condition subsequent to the date of the most recent ?nancial statement supplied to Lender. Borrower has no material-contingent obligations except as disclosed in such ?nancial statements. Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower's ?nancial statements or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower?s properties free and clear of all Security Interests, and has not executed any security documents or ?nancing statements relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has not used or ?led a ?nancing statement under any other name for at least the last ?ve (5) years. Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrower?s ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been any breach or violation of any Environmental Laws; any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on. under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or any actual or threatened litigation or claims of any kind by any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate. manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by tender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender?s acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise. Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's ?nancial condition or properties, other than litigation, ?claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing. BUSINESS LOAN AGREEMENT Loan No_ (Continued) Page 2 Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be ?led, have been ?led, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided. Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the ?ling or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrowers Loan and Note, that would be prior or that may in any way be superior to Lender's Security interests and rights in and to such Collateral. Binding Effect. This Agreement, the Note, all Security Agreements (if any), and at! Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrowor will: Notices of Claims and Litigation. inform Lender in writing of (1) all material adverse changes in Borrower's ?nancial condition, and (2) all existing and ali threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the ?nancial condition of Borrower or the ?nancial condition of any Guarantor. Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower's books and records at all reasonable times. Financial Statements. Furnish Lender with the following: Annual Statements. As soon as available after the end of each ?scai year, Borrower's balance sheet and income statement for the year ended, prepared by Borrower in form satisfactory to Lender. Tax Returns. AS soon as available after the applicable ?ling date for the tax reporting period ended, Borrower's Federal and other governmental tax returns, prepared by a tax professional satisfactory to Lender. All ?nancial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certi?ed by Borrower as being true and correct. Additional Information. Furnish such additional information and statements, as Lender may request from time to time. Insurance. Maintain ?re and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower's properties and operations, in form. amounts, coverages and with insurance companies acoeptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certi?cates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least thirty (30) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements as Lender may require. Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower. Guaranties. Prior to disbursement of any Loan proceeds, furnish executed guaranties of the Loans in favor of Lender, executed by the guarantor named below, on Lender's forms, and in the amount and under the conditions set forth in those guaranties. Name gf Guarantor Amount JACOB W. VANLANDINGHAM Unlimited Other Agreements. Comply with 'all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediately in writing of any default in connection with any other such agreements. Loan Proceeds. Use all Loan proceeds solely for Borrower's business operations, unless speci?cally consented to the contrary by Lender in writing. Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penaities would attach, and sit lawqu claims that, if unpaid, might become a lien or charge upon any of Borrower's properties, income, or pro?ts. Provided novvever, Borrower will not be required to pay and discharge any such assessment. tax, charge, levy, ilen or claim so tong as (1) the legality of the same shall be contested in good faith by appropriate proceedings, and (2) Borrower shall have established on Borrower's books adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with GAAP. Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement. Operations. Maintain executive and management personnel with substantially the same quali?cations and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner. Environmental Studies. conduct and complete, at Borrower's expense, all such investigations, studies, samplings and tastings as may be requested by Lender or any governmentai authority relative to any substance, or any waste or by?prodUCt of any substance de?ned as toxic or a hazardous substance under applicable federal, state, or locai iaw, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower. Compliance with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeais, so long as Borrower has noti?ed Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender?s interest. inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all gpllateral for the Loan or Loans and Borrower?s other properties and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrowar's books, accounts, and records. if Borrower now or at any time hereafter maintains any records (including without iimitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower. upon request of Lender, shalt notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, ail at Borrower's expense. Environmental Comptiance and Reports. Borrower shall comply in all respects with any and all Environmental Laws: not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned andlor occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, ?nancing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security interests. if any action or proceeding is commenced that would materially affect Lender?s interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, inciuding but not limited to Borrower's failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not iimited to discharging or EUSMEES LQri-titl {'?entintted} Page 3 paying takes. items, security interests, encumbrances and other-ciaimsl at any-time {exited or pieced on any Coitaterai and-paying costs tar insuring, maintaining and preserving any Air Such expenditures incurred nr paid by Lender for such purpose-s writ inen tree-r interest at the rate merged under the Nate tremihe date incurred er- pain by tender to the. date at repayment by BerrGWer. such expenses Witt. became a part of the indebtedness and, at Lend?r?s aptiran,_ Witt be gaysbie on demand: be added ta the batance of the. Note engine apportiuneri among and be payabie With any irsetatiment payments in tie-came due during either the term of any appiicabie p?niicy; or the remaining term of the Note: nr be treated as a baii'oun payment which wits be sue and payabte at the Nate?s maturityi CESSMSON 3F it Lender has made any cemmitment in make any man to Barron/er, whether under this Agreement or under any 8mg; agreement. Lender shat! have nu obligation in make Lea-n Advances or to disburse Loan proseeds if: Borrawer er any Guarantor is in. under the terms of this Agreement or any at the Related Sentiments or any other agreement that Barrower or any Guarantor has with Lender; (t3) Burrow-er creamy Guarantor dies, becomes incompetent r3: becamee insaiyeni, ?ies a petition in bankruptcy (at similar praceedings, or is adjudgen'a bankrupt; is} there (secure a materiai adverse change in Barrewer'e ?nanciai canditian, tn the ?nanciatcendition 01' any Guarentnr, or in the venue Qf'any securing-any Loan; or any Guarantor seeks, ciaims er otherwise attempts to iimit, modify or revs-ice such Gu'arariwr?s guaranty of the Lean cr-any Either io-an with Lender; Dr (E) Lender in gear) faith deems i-tseif insecure, even though rm Event of eh?aii have occurred. Emmi QFEETOFF, To the extent permitted by appticairte ia'w? Lender resemes a right oi Seton in aii'B'o'rrower?e accounts with Lender {whether checking. savings, or same ether acmuntt. This'inciu'dee all accounts Borrower-neidsjaintiy with semeone raise anti ait accounts Borrower'mey span in the future. However. this times not inciude any or Keagit accounts, or any trust accounts for which setctf wouid be prohibited in; law. Berriawer autnerizes Lender, in the extent germitted' by egpiimbie iawt to charge or eetoif sit sums owing an the debt against any and at! such ace-?aunts. DEFAULT. Each 0f the ioii?w?ing shaii constitute an Event (if Defauit matter this Agreement: Payment Defauit Bermwer faits ta make any sayment when due under the Loan. other. Defauits. Sorrow-er faiie ta compty with Grin perinrm any other term, obti'gati'on, covenant. condition eontainect in this Agreement or in any at the Related Grimmer-it's car to compiy with or to per-?fcirm any term, obitga?tiisn, covenant nr condition contained in any other agreement between Lender and Bermwer, . Defauit in Fever bf Thirri Parties; Bermwaz tar any Grentcar defauits under any loan, extension at Credit, security agreement, purchase at sates agreement, 9r any tithe: agreement, in favor at any ether creditor or person that may. materiaiiy' affect any. ot'Bct-mwer's. 0r any '{Brantcr's property ar Eerrow'er?s or any G'rantcr?e ta repay the Loans er perferm their respective nbiiga?tions under this Agreement or any cf the Retath Dacnments. Faise Statements. Any warranty. representation or statement made er furnished tr) Lender by Barrower or an Bormwer's behait under this Agreement er the Retaied Documents is tatse er misteading in any materiai respect, either-new or at tne'time matte nr furnished er becames false 0! 'misiaading- at any time thereafter. Death er insatyency. The disseiution 0t Bcarrnwer (regardiess. at whether eiecti'cn its cantinue is made), any member withdraws ier Berrawer, or any critter te'rminatian at BarrOWer?e existence as a going business the death of any member. the ineqivency of Sermwer, the appbintment at a receiver fer any part at Barrower?s property, any assignment for the bene?t (if crediters. any type 07? credith wcrkout. er the eomrnencernerri of any proceeding under any bankruptcy or ins?ivency taws by or- agains?t Sorrewer, Defective Cnitateraiimtion. This Agreement or any at the Reiaten Gacuments ceases in be in tuit tame and attest (inc-Ewing faiiute at any scii'atetai' doctrineni to create a- vaiizi anti perfected secerity interest 0r titan} zit-any- time anti fur. any reason. Creditcr nr Forfeiture Praceedings. Cnmmencement of {erectosure Oi? forfeiture whether by judist?ai prnceet?ngrsetfwheip, repossessien pr any gainer method. ny' any credits: 0? Barrett-er- by any gnvernrnentai agency against any cniiaterai securing the Loan. This intiudee garnishment at any ot-Bormwisr's arcwunte inctuding with Lender, However, this Event cf Detautt sheit n02 ap-piy if there is a good. faith diSpute by Barrows: as to the vaiiztity or reasonabieness of the ciaim which is the basis raf the .erediinr or forfeiturepmceeding and if Barrswer'gives Lenderwrittan nettce 0f the creditor or forfeiture proceeding and (te'piosit-s with Lender marries er- a surety bond fer the creditor Dr forfeiture prewariing, in an ammuni determined by Lender, in its; soie- discretinn. as being em adequate reserve tar bond'fnr the dispute. Events Affecting Guaranter, Any of the preceding events secure with resistant to. any Guarantor at any at the tndebte?ness at any Guarantor dies at becomes incompetent, or revokes or disputes the traiidity char under, any guaranty of the indebtedness.- Adverse Cthange, A materiai adverse strange occurs in Bormwer's financiai (rendition. at Lender betteves the prospect a? payment Gr perinrmance '03? the Lean isximpairen. insen?rity; Lentier in gum tetth heiieves itseit irssenure. Right ie (lure. ii any default. ether than a can indebtetiness, is current-e and it Bormwer or Grantor, as the case may be, has net been given a matters of a similar detauit within the preceding Mattie {12) mastitis. it may be cured it Bea-mutter or Grantor, as the case may be, after Lender sends written notice to Scarrnwer er Greater, are the case may. be; demanding cure of such defauit': sure the defauit within ten (10} days: or if the cure. requires more than ten {tat days} immediateiy initiate steps which Lender deems in Lender?s: sate discretion to be suf?cient to cure the default and thereafter cmnitn?ue amt campiete reasenable and necessary. steps Sufficient is prdUCB camptianae as; seen as;- reasnnabty practicai. EFFECY CF At?; EtiEttiTi' 0F if any Event _of Defauit strait uncut, except where otherwise pretrided- in this Agreement or the Restated Bocuments. ait commitments and obiigatinns (if Lender under this Agreement er the Related Documents any Etheragreement terminate (inciuding any-animation to make further Lean Advances or diebureemen?ie), and, at Lender?s izptiqn, sit indebtenness immeatiatei-f witi become due and payable, at! without notiee of any kind to Bormwer, except that in the case at an Event of Deianit of the type described in the "inseivencf'subsectienetnme such acceieretion shail be automatic and net optiunai. in addition, Lender sheitiiaVe exit the rights and remedies prevtde'd in the Retaieti Basements 0r awaitabie at iaw, in equity? or otherwise. Except-as may be prbhibita?d by appiieabie iaw, exit of Lender's rights and remedies artist! he curnuiative and may be exercised singuiariy or concuri?entiy, Etection in? Lender to pursue. any remedy shat? not exciude pursuit cit-any miner remedyx and an eiectie?n . .eite or tojtake ectinn to pettorm an sbiigation at Barrnwernr at any- Granth shat? not affect Lentiet?s right it} deciare a- default and to exercise its rights and remedies. The tniioWing misceiianepus prawisi?ons are 'a part of this Agreement; Amendments. This Agreement, together with any Rainier: Documents, the entire ti??ef?itandt?g and agreement at the parties as to the matiere set faith in this Agreement. No atterattcn at er amendment in thief-tgreement snaii be effective untess given in writing and Signed by the garty at parties saugtit t0 he charged .Qr bound by the aiteraiicm gr amenciment. Attorneys? Fees; Expenses. Bannister agrees tr) nay upon demand sit at Lentier?s ans-ts and expenses, incinding Lender?s reasenabie atturneys? tees. and Lender?s tegai expenses, incurred in eonnection with the enietcem'eni of this Agreement Lender may hire car nay sorneene 5339 to netp enforce this-Agreement and Bormwer strait pay the costs and expenses at such enturcemerit. Casts and expenses inciuc?e Lender's reasnnabie-attomeys' fees and iegai expenses: whether or not there is a iawsuit, inciuding reasmatrta a?errieys? tees and iegai expenses int bankruritcy prnceedings tinciuding efforts to merits: er vacate any antema?c stay at" injunction}, appeais, and any anticipated past-judgment catieciinn services? Barrower afar: strait pay a-ii court costs anti Shah additianei fees as may be directed by me sour-t. Caption Headings. Cannon headings in this-Agreement-are tar conveniencepurpoees only and are net to be used to interpret or de?ne the provisions of this Agreement. {tangent to Lean Participatian. Berrswer agrees and eonsents tr) Lender's slate 0r transfer. whether new at tater, of one or. more participation interests in the Loan in one tar more purchasers, Whether tainted or unrelated t0 Lender Lender may provide without any iirnitation whatsnever, t0 any we or more purchasers, rir pntentiai p?mchasere,_ any information or knowiedge Lender- may have about or about any-ether matter reiatin?g to the LeanH and Bar-timer hereby waives any rights in privacy Borrower may have with respect to such matters. Burrnwar additionaiiy waives. any and at! notices of sate 'of participaticn interests as wait 35 Hit r'roticess of any repurchase of such participation interests. Bormwer aisn agrees that the purchasers at any such pa?ieipstian interests. Witt be saneiciered as the absolute nwners at such intersets in the Loan and wiit have sit the rights granted uric-tier the participant-3n agreement at? agreements getterning the sets of- swan participation interests. Borrower further waives rights at attest er neunterctaim that it may have new or tater against Lender or against any pureh-aser of such a participation interest anti unconrtitionatiy agrees 'ttiat'eitner Lender er such purchaser may emigrate Sorrdwer?s obiigstion under the Loan irrespective of the fat-Sure 9r inscivency' of any homer of any interest in the Lean. Barrower iurttier agrees that the purchaser r35 any such partici-pstien interests may enforce its interests irresnective of any per-sme?i ciaims er defenses thet?arrower may have against Lender. I Severning Law. This Agreement wilt be gaverned by federal iaw appiicable to Lender-and, to the extent not preempted by federai law; the i-aws of the State at Fluids without-regard ta its con?icts or iaw provisisns. This Agreement has been accepted by Lender in the State of Ficrida. LQAM {?anii?ue?} Page 4 Choice 93" Venue. if is a iawsu?ii,. Bormwer agrees upon Lender?s requesi io-submii to jUfig?SCiiU?Dfi 01? {ha cburtsaf [eon Couriiy. Siam- 0f Fiori'da. Waiver by Lender, Lender shaii'rmi be deemed to have viz-await} any rights wider this Amaameni unies?such-waivrzr is given in writing and signed by Lender. Na d'eiay Cir 'omissicm an ii?ie part Lender in exercising any right she? 098mm as a waiver of such righi Cir any siher righi. A waivar by Lender (if a pmvisicn of ibis Agreement shail mi prejudice. or a waiver of- Lender?s? right-ntharwise is demanrj strict campliarice with ihai prev-35mm or any other gravision cf Agreement. NE) prior'waiver by Lender, mar any caurse of deaiirig Setwaen Lender and Borrower, 0i" beiwaen tender an? any Gr'ariier. a waiver oi'an?y bf Lender?s rights or of any 0f Barrow'er?s: {235? any Granibr's abiiga?iions as is any future Whenever the rzonseni 02? Leader is required Under this Agreement, this granting 0i gush. consent by. Lender in any insianca shaii uni crmiiriuirig :Qiis'erii. it; subsequem instances where such is requirei? and @3523 Such conseni may be granieci or wiihheici in ihe saris dig'craiion m? Lemar. Noiices. Ami miice required {so bra giver: mid/sir this Agraemeni be given in mixing, and anal-i be a?eciiv'a when delivereti. when received-by te'iefacsimiia. (tiniess atherwise requireii by i?aw}, when depagiieci with a recognized overnight murier, or, if maiieci, when ciepessiied in the United Siaies maii. as ?rst dass, oriegisiered maii postage prepaid, directed io'ihe adriressea Shawn nearing beginning (if-this Agreement. Any gariy? may change address fur nan-ms under this Agreemeni by giving. wri?en noiice is: the aiher p?ar?es; specifying ihai the purpose of noiice is {a change ibe pariy"s address. Far neiice-purpuges, Borrower agrees ic: keeii Larider infarmed at 2415 times of Borzoi-wars curr?ni address. Uniess Qihsaiwise girovi?zad 0r Required by iaw, if ihere is mere ?ne Borrowar, any natice givers by Lender to any Barrower is deemed in} be notice given :9 Barmwera. ii a couri of carripeierii iurisdiction ?nds any pf {hi5 to be unenfa'rgaabie as it: any circumstance, that ?nding no: maize ihe oi?i?ending provisi?n invaiici, unenforceable 25 in arty- qiher circumstance. if fie-asibie. the offending provi'siari shaii be censiciereci r?edi?ed so that it becomes iegai, vaiid and enfarceabie. if me offending ps?uv?ision canrmi he 80 madi?erj, it shaii be dei?aied-frD-m this Agreement. Uniess mixers/rise. required by'iaw, i512 invaiidiiy. or 0? any provision of this Agreement shaii moi affect the vaiidiiy 9r 0f any mixer pravisian of ihis Agreement Siibsi?iaries and (if S?rrower. T0 the extent the caniaxt of any provisions this Agreement makes it appropriate, inciudii?ig withaut any represaniaiisn, warranty er covena?i, the were}; "Borrower"-as usad in this Agreement shaii inciude 355 sf Borra-war?s subsidiaries and Naiwith'?ia?ding {he .iuregoih'g' however, under m3 circ-umsiances swii ibis Agr?emem be consiruezd to require Leader to make any Lean sir. rather ?rianciai acsram-mor?aiim in are); sf er Succegsors and Assigns. cuvananis and agreemanig by qr an behaii of Barmwer ccnlained ihis Agreement 9r any Reiaigri Dacumenis shall bind Barrow/era assigns and shaii inure to ihe cf Lender and {ta games-saris and assigns. 8mmwar shaii nevi, howwer, have the right to aasign Bormwer?s rights under ihi-s? Agreemeni or any inierest ibis-rein, without the prior cement {if Lender. Survivai a? and warranties. 'Bermwer gun?rersiarids arid agrees that in making the Lean, Lender is reiyin'g {3n ail warranties, and covenants made by Barmwer in inis Agreemeni er in any-certificate a: other insirur'ri'eni deiivereri by Barrewer- Lendar under ibis Agreemeni ?aw-mania Borrower furmrar agraes- iha'i regardiiass of any 'imesiigaiim mad-e by Lender, swim and EOVEHEMS sun/Eve ih'e making 9i the Loan and: i0 Lander of the Re'iaie-d Doaum?nis, be continuing in naiura, and shaii remain in fer-ca and effect such iima as Barrinwer?s inrdebiedness- she? be paid in firii'. Di? this Agreizmeni shaii be i?ermiriaied in me manner pmvi'deii above. whichever {a the iasi to scour. Tima is 02" the-Essence. Timeis of the essence in the 'perjiwmance (if this Agreement The {piimwing wards and ierms ghaii- have the meanings when used in this Agreement. iiniess speci?caiiy stated it: the canirary, ail references to doii'ar amounts mean amounis in iawfui mangy? 03? the United States of Amarica. Words and ierms? used in ihe singuiar shaii inciude 'piurai. and ihe piurai shaii i?tiucie the singuiar, as the caniexi may require. Wards: and terms, ?st Oihfziwi?e de?nad in ihi-s Agreement shaii have the meanings atiribuiad it} sum": ie-rms in iha. Uniform Commerciai Code. Amouniing words and ierms nDi otherwise de?ned in this Agra?emani shaii have the meanings-assigned to them in accordance with 'gen?eraliy accepied accomiing principies as in effeci an the daie of ihia Agreement: . Animate. The warci "Advance" means a disbur?samai?ii of Loan funds maria, or is be ma?a, it: Barr-ower cr on Borrower's rm 3 {ins- zj?i credit or muii?ipie arivanrze'ba'sis Brazier i?ria ?rms and of Agra?mgrii. Agreement. The-word ?Agree?rrneni? means ihis Business Lean Agreemarii, as this Business man Agreement may be amended er {mm time. is time, iogeiher exhibiis and ai?ia?ched it: this Business Loan Agre?ernerii?fmm {ima i0 time. Berrewar._ The we'rri ?Brarro-wer" means CGNQUEST GUN-JCS, LLC-ami includes co-signarsand cavmakers sigi'zir'ig Nate anti a-ii successmg and asaigns. Sana-tam. The ward means property and asgets granted as securiiy for a Loan, wii'aiher reai or pe?rsonai pr'aperiy, whether: graniezi aireciiy or imiirac?iiy. whether granted new or in future, and. whether granted in the icxrm (if a security inieresi,_ morigage, murigarge, deed of irusi, assignmeni. pied-gr}. grog) pledge, chatiei mangage, marigage. matte; irusi, factors iien, equipmeni trusi, saie, irusi charge, i'ieri 9r reieniion camiraci. iaas?e er cans'i'gnmeni iniendad as a Securiiy device, GT any ether Syecuriiy Ur iieri whatsoeverrwiiaiher by Saw, comr'?ci, Bibeswigei Environmental Laws. The wards "Environmer?ai Laws? mean any and Maia, iedera?i and ism! a?d.?lrdi?a?c?? i9 ihe pr'qteciian of human or emrimnmeni, ingi'uriing witheui iim'iiai-icri the Comprehensive. Erwimrimariiai Respanae, Compensraiion, and Ami 1980, as; amended. 42 H.323. Seciim ei ?eq. ihe Superfumi Amendmanis' and Reauiharizaiion Art? of 1988, Pub. L. No. 9943339 Hazardous Materiais Act, 49. Seating 180-1, 91' seq, ihe Ressurce Cansawaiien and Recmvery Aci, 42 Semis-ii 59301, at seq, or ether appiimabie Siaie? a: iarierai iaws, wires, or adapted pursuant {harem ?ew: a? (Miami, The wards, "EX/Brit 9i mean am; of We evanis 0i defauii' sei this Agreem?ni in the dammit a? ii?ii? Agreement. GMR The word means ganeraiiy ransacked accounting. prin?cip'ies. Granmr. The ward "Granior" means-each and of ihe psi?saris iDi',? granting a Security inieres-i-in any CDiia-iarai for the Lcaari, inciuding Without iim-iiatijcm 2i! Borrowers graniing such a Security iraierasi. Guaranior. The ward "Guarantor" means; any guaranirir, Surety, Gr accemmadaii?n {Bar?y a? any or aii-Of the man. G?araniy. Th? "Guaraniy" mama {he guarariiy. from Guar'ariiw is) Manger, mending iimiia?sion a guai-aniy 0i em or par; a? ihg Note. Hazarrieus Su'insiamies. ?i'ixe- wards Substances? mgari 'maieriais mat, becausia 0i their concentration or chemicai Cir infeciimis Characierisiics, may cause car page a preaeni or hazard is human (Jr the environment when impropeariy' used, ireaied, stored, dis?pse? 0f, generaieri. .manuiaciurad:, transported 0r wherwise bandied, The words "Hazardous are usarj in their very inmatiem sense and in'cimie wiihuui any and ail hazardaus or toxic subsianae?, materiais or wasia'as defined by 0r the Ewimnrrieniai Laws. The {arm "Hazardaus Substances? .aiso inciudess. withoui imitation, pairriieum and peiroieum byproducts 0r any frasiion 'iheraof and asbesias: ind-eh?tedness. The word ?indebtedness? mean-s ihe inrigbiedriess evidiariced by 'ihe Note 0r Dccumenis, inciuding ?rincipai and interest mgeiher with other indebtedness and casts and expenses for which Barrower is raspo'risibie. under Agreemenf Qr'un?er any iha D?c?mems. - Lem?er. The-word ?Lender? means CAPITAL Cii?Y EANK, iis swag-350m and assigns. Loan. The word "Egan" means any and iaans a?nci ?nariniai from Lender to Borrower whether new Di" existing, and hawever evidsanc'ed. inciuti-ing wiihiaui trio-59. inane. and financiai ?escrib?d herein Qi? ?e?cribed 'on any exhibit arseheciuie attachad to {his Agreemerii- imm'time i0 time. ?ute. Thawch ?Nova? means the Note daterj Juiy and by CUMCS, in the prihpip'ai amamit Cif together wiih renewais; exiensims of. modi?cations of,.refinancings cu?s?miiciaiicns 9f, and ssuhsiituiians fix the-mire ar .rzredii agreement Raia?ieci 90cumenis-. This wards Dacumenis? mean premi'Ssciy' mates, credit agreements, imam-agreemehm, efwii?mimeriiai agregmenisg guaraniias. sgwriiy agreements; yr.ici_rigages, deem Of- imsi, security diz?ris. marigag'a?, and aihar in-sirumems, agreements arid-documents, whether new 0r heregiirzr exisiing, exetuied in connectien with the; Loan. Security Agreement The wards "Security Agreement" mean and inci'ude without any agreemenis, promises, covarianis, arrangements,.Lmdersiandings or oiher agreements, Whether created by Saw, caniraci. er Otherwisr}, evidencing, governing, repressnfing, 0r creating a Security interest. BUSINESS LOAN AGREEMENT Loan No:_ (Continued) Page 5 Security Interest. The words "Security Interest" mean, without limitation. any and all types of collateral security. present and future, whether in the form of a lien, charge, encumbrance. mortgage, deed of trust, security deed. assignment, pledge, crop pledge. chattel mortgage. collaterat chattel mortgage. chattel trust, factor?s lien, equipment trust. sale. trust receipt, lien or title retention contract. lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law. contract, or otherwise. BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED JULY 27, 2016. BORROWER: CONQUEST OLINICS, LLC Mva JACOB VANLAN GHAW Manager of cumcs. LENDER: CAPITAL CITY BANK 5.: Authorized Signer 15,420.933 Capt. USA Cameraman 1997, EDIE. Ali Riphls Reserved - FL FIR-1M 7' Frincipai Loan nae Maturity Loan rain Caiif?nii' Assn-uni Ginger warms "34.8 Referennes in ins: "times above are in: Lender's use. nni'y 3aner mar. innit the or ini-s demmnni in any particuiar i?an 0r iiem. Any item abnva cantaining has been dunk) iex?i iengih iimi?ra?nns. Bormwer: I am. Lender: gamma. my BANK 1483 WAY 7 TALLAHASSEE, FL- 32398 Phil. BGX-EDS TALLAHASSEE, FL 32362 Guara?nm mean w. 59m THORNTON LN. TALLAHASSEE. FL 323% CONRNUENE OF PAYMENT ANS PERFORMANCE. For grind and vaiuabie Considaraiion, Guarantor absni?utniy and unconditionalin guarantees fuii and punmuai payment emf sa'iisfamion 0f the indebie?ness caf Bernwer ?m Lender. and the performance and ?iseharge Borrowers nbiigatinns under rhea Main and ma Ref-alien .?acuments. This is a guaranty of payment and performance and not of coliscti'nn, so Lander can enform this Guaranty against Guaranmr :evnn when Lender has exnairfstad Lender?s remedies against anynne eise-ahiignted in pay the indebtedness or against any gecuring the innebinciness. this Gunraniy 9: any other guaranty or the indebrennass, Guarantor make any p'ay'meanis tar-Lander or'iis arder, on ?emand, in iagai tender of Ynez United Siaies Gr America, 3n same-day funds, withaut or deductisn nr munie-rciajrn. and wii! otherwise perfmm BurmWer's abiigaiinns under {3123' Nate anij Related Documents. Under this Guaranfy,_ Gnarantor's is uniimiren and Guarantor?; nbiigaiicrns are caniinuing, The word as used in this Guaranty means an air-the pr'incipai anionni fram time in time and at any {me or mare times, accrued unpaid interesf ihereon and an sniientian costs and ieg'ai expenses inerein permined by iaw, reasgnabie aiiornays? fees, arising any and infants. and obiiga?ons at every nature or ?rm, new existing 0r herEafiar'arisin-g or acquired> that Bor'rcwer individuaiiy nr cciiectiveiy or iniercnangeabiy with others, nwes 0r nwe Lender. "indnbi?edness" inaiudns, without imitation, loans. advance-3. debts, overdra?' indebiadness. credit card indebtedness, ieasn animations. and nbiigaticns under any i'nieresi rate protection agreements inres?gn currency exchange agreementn 0r cammadify price agreements, niher obiig-aiions. am? of Bormwer. and'any QFBSEN ar'fu?ture judgmenis against Barrower, future advances. {Dans or iransac?ans that renew. extend, modify. re?nanca, consolidate or subsiitnie these debts, and. nbligatinns whether: vniuntariiy or invoiuniariiy incurred; due car he become due by ierms or: acceleration; absniura iiquidaied er unliquidateaziz derarminad or. unrieiernrined; diresi or indirect primary or semnr?ary. in nazure arising a guaranty or surety; Secured or unsecured; joint nr sew-Mai or gain: and 'se'v?rai; evidenc?sn by a negotiabia. 0r non?negniia'bie instrumant or writing; originated by Lender or anniher nr others; barred or unenforceable against Bu-rrcwer far any reason whatsoa?ver; far any {ransaciinn?s inert may be vniciabie far" any .reajsan {Such as,? infanch insanity, uitra antes gr otherwise}; and originaied then reduced nr extinguished and than afterwar?s inareaser? nr reina?taiad. Hemmer; "indeni?dnensf? Snail nut inciudra any and nhiigaiinns under any agreement reguiared as a {'swap" by the ?nm?m-on?i?ry Exchange Act, as amended, unit-25.3 oiherwise 'agrezed in writing. if Lender ?re-semi}: hoids one armors: guaranties, Oi? hereafter receives additinnai guaranties from guaranty, Lender?s rights under aii- guaranties snaii he- cumuin?va This Guaranry shaii noi {uniess specificaiiy- provided beinw to inn contrary) affect or invaiidaie any such other guaranties. Guaraniar's be Guarantar?s aggregate liability unner the rams cf ihis Guaranty and an}! Such nihar nnterminatez?i guaran?es. GUARANTY. A UNDER WWCH GUARANTOR AGREES T0 GUARANTEE THE FULL AND Q?i?r?i?xfiENT, PERFORMANCE AND SAT-SSFACTEGN OF THE OF BORROWER TO LENDER, NGW OR HEREAFTER OR .ACCIUERED, ON AN OPEM AND BASE.- ANY PAYMENTS MADE ON THE WELL NOT OR AND UNDER THE GUARANW FOR ANY REMAMSNG AND SUCCEEBING ENDEBTEDNESS EVEN WHEiis! ALL UR PART OF THE OUTSTANDING A ZERO BALANCE FRCEM TO TiiV?iE. I DURAIION OF Ibis Guaranty rains effect when receives by Lender without the necessiiy of any acceptance by Lendnr, car an? natica in Guarantor or to Borrower, and Wm caniinue in fuii fonts untii an the indebtedness ir'icur'reri n'r contracted befnrn receipt by Lender any mime bf r'evncaiion Shall have been fuiiy and ?naiiy paid and satis?ed and 0f Gunter-news, tamer nniigafinns under this Guaranty Shari have been per?fnrmaci' in fuii. if Guaraninr eiecis to revoke: this Guarantor may oniy no so in writing. Guaranmr?s notice. of 'rewcatinn must be maiieci to Lander, by certified mar-ii, at Lender?s; address iisred abnum or such miner plate as Lender may designate in writing. Written of this Guaranty .appiy eniy to new indebtedness created Mar-actual receipt by Lander 0? Guaranior?g Written this and without imitation, the term "new indebiedn'ess'" dnes net immune the tndebiedneas which at the time cf notice 0? revocaiien is earningent; uniiquidnied, undetermined or not due and Which laterbemmes anaemia. iiquidataci, cieinrmined or due. For this; purpnse and-'wirnoui- iimiiaticzn. ?new. indebiennas-s? does ncri inciude or part of the indebtedness'ihai is: incurrnd by Barron/er prim ice- revnca?on; incurred under a that becamabin?ing before revncaiion: any renewais, extensions, and-mn?i?-caimns a? me. indebrte'ciness. This Guarani-y anaii bind Gnarnntor?s esiaie as to ine- wearer? barn before and after Guarani?or?s death nr incapaciiy? regardiess or? Lender?s actnai notise a? Guaranior?s death. Subject in the inregning. Eunrant?nr?s execuinr 9r administrator or ether ingai represeniaiiye may terminate this Guaraniy in .ihe same which Suaranior might have ?ermina?red it and with the sam? effect; Raieasg 9f any nine: guaranier or ierminaiinn any Qiher guaranty of-tixe indebiedness snaii nni affect ihe. iiab?iity of (Guarantor Lender thin Gusraniy; 3x revocarinn Lender receives from any one or mare Guaraninrs snail rim affect the 0f any remaining Guaraniors under this Guaranty, it is aniicipateri. that may marzisr in the aggregate nmeunt n? the indebtedness cover-er} by this Guaranty, and Guarantor Speci?caiiy and agrees that rennc?ion's in the amouni of the lndehiednessgaven in zeta dollars shaii' noi constitute a termination of this ?uaranty, This Guaranty in binding upon-Guarantar anei Guaranrn'r?s 'heirn, and assigns so inng as any of-ihe in?ebiedness remains. Lin-paid arm even meal-gt: the indentedness may time in time ?3_e Kerr: ?eiiars I TO LENDER. Guarani-ar- auihmrizes Leaner, bafare 0: after any reu?ucaiion riarenf, without notice nr demand and 'wiihnui iassening 'Guargnicr?s under rhis Guaranty, from time in firms: nrinr ioreunmiion 'as? set forth above, in make me nr more. additionai newer er. unsecured bani: it; Barrow'er', in igase Esquinmeni nr niher Quads in Barrnwer, or Dina'rwise in extend additianai credit in Bormwar; i0 alter. compromise. renew; extend, acceleraie, or otherwise change ona nr mane times-inn time far payment or other. terms of the indeb-i?ndness 0r any part cf the .indebiedne?, inciuding increases am: decreases (if the rain of internst can the in?ni?adness; egrensions may be repeaied and may be far innger ihan ine- ariginai inan term; in take anti hoici Becuriiy far ine payment car" this Guaranty Car the indebtedness, and exchanga, enforce, waive, nubnrdinaie; fan! or necijdn nni' io periact, and reiease any such sec?uriiy, with SF without the cf new (D) ta reiease, entrain-tum. agree net to sue, 9r deal with any size or morn nr? Borrower?s suraiiesr. enricrsers, or other guarantors on any terms in any manner Lender may airman; to tintennine irnmv'. when and what anpiiCaiian of paymenis-an? credits sira?ii be: made an the indebtedness: in app-5y with security and direct me order 0r mann?r ai saie hereof. inciuriing without any sale perrniried by the {arms of the sis-minty agreemeni' or deed of trust._ as Lender in its discraiicn may determine; to 56?, irnnsi'er. assign or grant pariirjipaiions in. an or any {sari m? the indebtednesg; and to assign or transfer {his {Suaramy in whole 0r in part. AND WARRANTSES. Guarantor represents and warrants to Lender that no representations nr agreemenis 0f any kind have been made is Guaraninr which ivouid iimii Gr nuaii'fy in any way the terms ni this Guaranty; (5) this Guaranty is exemzie? ai-B?ormwers r?quesi and mi. at Me renuestnf Lender; (C3 Guarantor has fu?ii pawer, right and airinnriiy in enter imu this Quaranty; the p-royiaions of this Guam-my (is net con?ict with car result in a defaui-r under any agreement or mixer instrument binding upon Swimmer and dc not resui'i in a vioiation cf any iaw, ragui-atinn, snuri Graeme 0r order appiicnbie it: Guarantor; Guaranror'nas rant and not, withcmi the prim writien conseni of Lender) seii, inase, asgign; ansumber, hypnihecaie, transfer, or oihemiise dispose 0f at? snbsiantiaiiy all gr Guaran?or's assets. or any interest therein; uan Lender?s request, Guarantor wii! provide to Lender ?nanniai and credit informaticn in farm acnep?tabie ta Lender, and such ?nancial which curren?y has been. and Eli mime manna infarmatinn which Wm be'provmed in Lender in and will be trunanri correct in ail mnieriai range-org and fairiy present Guaranior's ?nanciai' condition as of the dates the ?nanc??ai is provided; ha maieriai adverse change has occurred in Guarantur's ?nancial wndii?on since inn daie oi- rne moat receni fina'nciai sinisme?nis preside-d ice Lender and no event has (returned which may makeria?y advyerseiy affect Guarantnr?s?nanciai Germain-an; no main}. invesiigaiinn. administraiiveproceeding Gr simiiar swan {inciuding inane-far unpaid. taxes} against Guarantor is pending or threatened; Lender has made n6 repres-aniatiorr 20 Guaranisr as it) the crediiwm?iiness 01" Barrownrf and Gnaranmr has; esiabiisi?rad adequate mamas of nbtaining Borrower on a basis; informa?an' regarding Barrawer?s ?na?nciai can??iion. Guaranie'r' agrees it) keep ianrrned from such manta of any facts, events,- or circumsi?annas which migii?r in any way affeci' G'uaranicr?s risks under (his: Guaraniy, and Guarantar runner ngreea that award a request for Lender snaii have no emigration in discinse to 'Guarernior any ininrmation er nocuments acquired by iendgr in inn coursa of its with Excepias prohibii?gj by applicabie iaw, Guaran'tnr waives any 'righi in raquine. L?nder in anniinue ienz?ng mnney er in e?xienci stirrer cranii m. in make; any presenirnani, proiesi, demand. or nniia-ani any kind, incier-ing notice of any nonpayment sf the indebtedness nraf'any nonpaymant reign-ad it: any Gr notice cf any adiicm or nanac?on can the par?: of Enrrowe?r, Lend-3r. any surety, end'orser, 91' other guaranisr in connerziion w-ith'ihe? indebtednass or in canines-tier} Win the creation {if new 0; aridit-ionai loans 0r obiig?aiicns; (C) to resnn-fnr payment 92' m'prcmed direciiy er a: nan agains-i any parser}, including Barrnwer or any Omar guarantnr; COMMERCIAL GUARANTY Loan No (Continued) Page 2 (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to pursue any other remedy within Lender's power; or (F) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or "anti~de?ciency" law or any other law which may prevent Lender from bringing any action, including a claim for de?ciency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale{ (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogaticn rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower?s liability from any cause whatsoever, other than payment in full in legal tender, of the indebtedness; (D) any right to claim discharge of the indebtedness on the basis of unjusti?ed impairment oRany collateral for the indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the indebtedness. if payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand. recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor?s full knowledge of its signi?cance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law. Lender reserves at right of setoff in all Guarantors accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any or Keogh acoounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. 0F DEBTS T0 GUARANTGR. Guarantor agrees that the indebtedness, whether new existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrowar, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. in the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the bene?t of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the indebtedness. if Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to ?le ?nancing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. GARNISHMENT. Guarantor consents to the issuance of a continuing writ of garnishment or attachment against Guarantor's disposable earnings, in accordance with Section 222.11, Florida Statutes, in order to satisfy, in whole or in part, any money judgment entered in favor of Lender. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. . Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a laWSuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or de?ne the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Florida without regard to its conflicts of law provisions. Choice of Venue. if there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Leon County, State of Florida. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully re?ects Guarantor's intentions and paroi evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemni?es and holds Lender harmless from?ail losses. claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a resi'ilt of any breach by Guarantor of the warranties, representations and agreements of this paragraph. interpretation. In all cases where there is more than one Borrower or Guarantor, then all Words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. if a court ?nds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. if any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Any notice required to be givan under this Guaranty shall be givan in writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by teiefacsimiie (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as ?rst class, certi?ed or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled OF Any party may change its address for notices under this Guaranty by giving written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided or required by law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender?s right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in COMMERCIAL GUARANTY (Continued) Page 3 the sole discretion of Lender. Successors and Assigns. Subject to any limitations stated in this Guaranty on transfer of Guarantor's interest, this Guaranty shaii be binding upon and inure to the bene?t of the parties, their successors and assigns. DEFINITIONS. The foilowing capitalized words and terms shall have the following meanings when used in this Guaranty. Unless speci?cally stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the ptural, and the plural shall include the singular, as the context may require. Words and terms not otherwise de?ned in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means CONQUEST CLINICS, LLC and includes all cc-signers and co-makers signing the Note and all their successors and assigns. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation JACOB W. VANLANDINGHAM, and in each case, any signer?s successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtednese" means Borrower?s indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means CAPITAL CITY BANK, its successors and assigns. Note. The word "Note" means and includes without limitation all of Borrower?s promissory notes and/or credit agreements evidencing Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modi?cations of, re?nancings of, consolidations of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALI. THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. EN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL. CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED OF EFFECTIVE. THIS GUARANTY IS DATED JULY 27, 2016. N0 FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY GUARANTIDR 06% VANLANo/iucnmin? LullFm. Vii. 15.420333 Capt. USA Corporalion 1957, 2015? Al Rinhls ~Fl. [y 1k 1 II II DO LIABILITY COMPANY RESOLUTION TO GRANT COLLATERAL I SUBORDINATE DEBT Principal Loan Date Maturity Loan No Cell I Coli Account Officer Initiais $25,272.78 07?27-2016 09-27-2019 4A0 I 010 148 References in the boxes above are for Lender's use 0 applicability of this document to any particular ioan or item. Any item above containing has been omitted due to text length limitations. Company: CAPITAL CITY BANK METROPOLITAN OFFICE FLO. BOX 900 TALLAHASSEE, FL 32302 CONQUEST CLINICS, LLC Lender: 1408 PIEDMONT WAY TALLAHASSEE, FL 32308 I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT: THE EXISTENCE. The complete and correct name of the Company is CONQUEST CLINICS, LLC ("Company"). The Company is a timited liability company which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws Of the State Of Florida. The Company is duly authorized to transact business in ail other states in which the Company is doing business, having obtained all necessary ?lings, governmental licenses and approvals for each state in which the Company is doing business. Speci?caliy, the Company is, and at all times shail be, duly quali?ed as a foreign iimited liability company in all states in which the failure to so qualify wouid have a material adverse effect on its business or ?nancial condition. The Company has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently?proposes to engage. The Company maintains an office at 1408 PIEDMONT WAY, TALLAHASSEE, FL 32308. Unless the Company has designated otherwise in writing, the principal office is the Of?ce at which the Company keeps its books and records. The Company will notify Lender prior to any change in the location Of the Company?s state of organization or any change in the Company's name. The Company shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with ail regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi?governmental authority or court applicable tO the Company and the Company's business activities. RESOLUTIONS ADOPTED. At a meeting of the members of the Company, duly called and held on at which a quorum was present and voting, or by other duly authorized action in lieu Of?a meeting, the resolutions set forth in this Resolution were adopted. MANAGER. The following named person is a manager Of CONQUEST CLINECS, LLC: NAMES TITLES AUTHORIZED ACTUAL JACOB W. Manager VANLANDINGHAM I ACTIONS AUTHORIZED. The authoriZed person iisted above may enter into any gaments of any nature with Lender, and those agreements will bind the Company. Speci?cally, but without limitation, the authorized person is authorized, empowered, and directed to do the foilowing for and on behalf of the Company: Borrow Money. To borrow, as a cosigner or otherwise, from time to time from Lender, on such terms as may be agreed upon between the Company and Lender, such sum or sums Of money as in his or her judgment should be borrowed; however, not exceeding at any one time the amount of Twenty-five Thousand Two Hundred Seventy-two 78/100 Dollars in addition to such sum or sums of money as may be currently borrowed by the Company from Lender. Execute Notes. TO execute and deliver to Lender the promissory note or notes, or other evidence of the Company's credit accommodations; on Lender's forms, at such rates Of interest and on such terms as may be agreed upon, evidencing the sums of money so borrowed or any Of the Company's indebtedness to Lender, and also to execute and deiiver to Lender one or more renewals, extensions, modi?cations, re?nancings, consolidations, or substitutions for one or more of the notes, any portion Of the notes, or any other evidence Of credit accommodations. Grant Security. To mortgage, piedge, transfer, endorse, hypothecate, or otherwise encumber and deliver to Lender any property now or hereafter belonging to the Company or in which the Company now or hereafter may have an interest, including without limitation all of the Company's real property and all of the Company's personal property (tangible or intangible), as security for the payment of any ioans or credit accommodations so obtained, any promissory notes so executed (including any amendments to or modi?cations, renewals, and extensions Of such promissory notes), or any other or further indebtedness of the Company to Lender at any time owing. however the same may be evidenced. Such property may be mortgaged, pledged, transferred, endorsed, hypothecated or encumbered at the time such icons are obtained or such indebtedness is incurred, or at any other time or times, and may be either in addition to or in lieu of any property theretofore mortgaged, pledged, transferred, endorsed, hypothecated or encumbered. Execute Security Documents. To execute and deliver to Lender the forms Of mortgage, deed of trust, pledge agreement, hypothecation agreement, and other security agreements and ?nancing statements which Lender may require and which shall evidence the terms and conditions under and pursuant tO which such liens and encumbrances, or any of them, are given; and also to execute and deliver to Lender any other written instruments, any chattel paper, or any other coilaterai. of any kind or nature, which Lender may deem necessary or proper in connection with or pertaining to the giving Of the liens and encumbrances. Subordination. To subordinate, in all respects, any and all present and future indebtedness, obligations, claims, rights, and demands Of any kind which may be OWed, now or hereafter, from any person or entity to the Company to ail present and future indebtedness, Obligations, liabilities, claims, rights, and demands Of any kind which may be owed, now or hereafter, from such person or entity tO Lender ("Subordinated indebtedness"), together with subordination by the Company Of any and ail security interests of any kind, whether now existing or hereafter acquired, securing payment or performance Of the Subordinated indebtedness; all on such subordination terms as may be agreed upon between the Company's Managers and Lender and in such amounts as in his or her judgment should be subordinated. Negotiate items. To draw, endorse, and discount with Lender ail drafts, trade acceptances, promissory notes, or other evidences of indebtedness payabie to or belonging to the Company or in which the Company may have an interest, and either to receive cash for the same or to cause such proceeds to be credited to the Company's'account with Lender, or to cause such other disposition of the proceeds derived therefrom as he or she may deem advisable. Further Acts. in the case of lines Of credit, to designate additional or alternate individuals as being authorized to request advances under such lines, and in ali cases, to do and perform such other acts and things, to pay any and alI fees and costs, and to execute and deliver such other documents and agreements as the manager may in his or her discretion deem reasonably necessary or proper in order to carry into effect the provisions Of this Resolution. LIMITED LIABILITY COMPANY RESOLUTION TO BORROW GRANT COLLATERAL SUBORDINATE DEBT - ASSUMED NAMES. The Company has filed or recorded all documents or ?lings required by law relating to ail assumed business names used by the Company. Excluding the name of the Company, the following is a complete list of all assumed business names under which the Company does business: None. NOTICES TO LENDER. The Company will notify Lender in writing at Lender's address shown above (or such other addresses as Lender may designate from time to time) prior to any (A) change in the Company's name; (8) change in the Company's assumed business name(s); (C) change in the management or in the Managers of the Company; (D) change in the authorized signer(s); (E) change in the Company's principal office address; (F) change in the Company's state of organization; (G) conversion of the Company to a new or different type of business entity; or (H) change in any other aspect of the Company that directly or indirectiy relates to any agreements betwaen the Company and Lender. No change in the Company's name or state of organization will take effect until after Lender has received notice. CERTIFICATION CONCERNING MANAGERS AND RESOLUTIONS. The manager named above is duly elected, appointed, or employed by or for the Company, as the case may be, and occupies the position set opposite his or her respective name. This Resolution now stands ofrecord on the books of the Company, is in full force and effect, and has not been modified or revoked in any manner whatsoever. CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and performed prior to the passage of this Resolution are hereby rati?ed and approved. This Resolution shall be continuing, shall remain in full force and effect and Lender may rely on it until written notice of its revocation shail have been delivered to and received by Lender at Lender's address shown above (or such addresses as tender may designate from time to time). Any such notice shall not affect any of the Company's agreements or commitments in effect at the time notice is given. IN TESTIMONY WHEREOF, I have hereunto set my hand and attest that the signature set opposite the name listed above is his or her genuine signature. i have read all the provisions of this Resolution, and personatly and on behalf of the Company certify that all statements and representations made in this Resolution are true and correct. This Limited Liability Company Resolution to Borrow I Grant Coilateral I Subordinate Debt is dated ?July 27. 2015. CERTIFIED To AND ATTESTED By; WE . JAco? w. Manager of cum?', NOTE: If the manager signing this Resolution is designated by the foregoing document as one of the managers authorized to act on the Company's behalf, it is advisable to have this Resolution signed by at least one non-authorized manager of the Company. Laseer, Var. 15,420,033 Copr. USA Corporation 1957. 2036. All RighLE Reserved. - FL TR-QSEQB PIE-144 PROMISSORY NOTE References in the boxes above are for Lender?s use on an no imitt applicability of this document to any particular loan or item. Any item above containing has been omitted due to text iength limitations. Borrower: CONQUEST CLINICS, LLC Lender: CAPITAL CITY BANK 2580 CARE DR SUITE 3 METROPOLITAN OFFICE TALLAHASSEE, FL 32308 P.0. BOX 900 TALLAHASSEE, FL 32302 Principal Amount: $150,000.00 Date of Note: December 20, 2013 PROMISE TO PAY. CONQUEST CLINICS, LLC ("Borrower") promises to pay to CAPITAL BANK ("Lender"), or order, in lawful money of the United States of?America, the principal amount of One Hundred Fifty Thousand 8. 00l100 Dollars or so much as may be outstanding, together with interest on the unpaid outstanding principal baiance of each advance. Interest shall be calculated from the date of each advance untit repayment of each advance. PAYMENT. Borrower will pay this loan in fuli immediately upon Lender's demand. If no demand is made, Borrower will pay this loan in one payment of all outstanding principal plus alt accrued unpaid interest on December 20, 2014. in addition, Borrower will pay regular payments of all accrued unpaid interest due as of each payment date, beginning January 20, 2014, with ail subsequent interest payments to be due on the same day of each month after that. Unless othenivise agreed or required by applicable law, payments will be apptied first to any unpaid cotiection costs; then to any late charges; then to any accrued unpaid interest; and then to principal. Borrower wilt pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the JP. Morgan Chase Prime Rate (the "lndex"). The Index is not necessariiy the lowest rate charged by Lender on its loans. If'the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower?s request. The interest rate change will not occur more often than each daily. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 3.250% per annum. interest on the unpaid principal balance of this Note will be calculated as described in the CALCULATION paragraph using a rate equal to the Index, adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial rate of 7.000% per annum based on a year of 360 days. NOTICE: Under no circumstances will the effective rate of interest on this Note be iess than 7.000% per annum or more than (except for any higher default rate shown below) the lesser of 17.700% per annum or the maximum rate allowed by applicable law. INTEREST CALCULATION METHOD. interest on this Note is computed on a 365I360 basis; that is, by apptying the ratio of the interest rate over a year of 350 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. interest payable under this Note is computed using this method. PREPAYMENT. Borrower agrees that all loan fees and other prepaid ?nance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as othenlvise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed eariier than it is due. Early payments not, unless agreed to by Lender in writing, relieve Borrower of Borrower?s obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower wiil remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full? of the amount owed or that is tendered with other conditions or limitations or as in]! satisfaction of a disputed amount must be mailed or delivered to: Capitai City Bank, Capital City Bank Direct, Post Of?ce Box 900 Tallahassee, FL 32302-0900. . LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment. ENTEREST AFTER DEFAULT. Upon default, including failure to pay upon ?nal maturity, the interest rate on this Note shall be increased to 17.700% per annum based on a year of 360 clays. However, in no event will the interest rate exceed the maximum interest rate limitations under applicabie law. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower?s property or Borrower?s ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower?s behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes faise or misieading at any time thereafter. Death or insolvency. The dissolution of Borrower (regardtess of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrower?s existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower?s property, any assignment for the bene?t of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. . Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judiciat proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This inctudes a garnishment of any of Borrower?s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or under, any guaranty of the indebtedness evidenced by this Note. - Adverse Change. A material adverse change occurs in Borrower?s ?nancial condition, or Lender beiieves the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. if any default, other than a default in payment is curable and if Borrower has not been'given a notice of a breach of the same provision of this Note within the preceding tweive (12) months, it may be cured if Borrower. after Lender sends written notice to Borrower demanding cure of such default: (1) cures the default within ten (10) days; or (2) ifthe cure requires more than ten (10) days, immediately initiates steps which Lender deems in Lender's sole discretion to be suf?cient to cure the default and thereafter continues and completes ail reasonable and necessary steps suf?cient to produce compliance as soon as reasonably practical. RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower wit! pay that amount. EXPENSES. Lender may hire or pay someone else to help coilect this Note if Borrower does not pay. Borrower will pay I Lender the amount of these costs and expenses, which includes, subject to any limits under appiicabie law, Lender?s reasonabie attorneys' fees and Lender's legal expenses whether or not there is a lawsuit, including reasonabie attomeys' fees and tegal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeais. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Florida without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Fiorida. tabbies' CHOICE OF VENUE. If there is a lawsuit. Borrower agrees upon Lender?s request to submit to the jurisdiction of the courts of Leon County, PROMISSORY NOTE Loan No (Continued) Page 2 State of Florida. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $35.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law. Lender reserves a right of setoft in alt Borrower's accounts with Lender (whether checking. savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However. this does not include any or Keogh accounts. or any trust accounts for which setch would be prohibited by law. Borrower authorizes Lender. to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. COLLATERAL. Borrower acknowledges this Note is secured by All Inventory. Accounts and Equipment now owned or to be acquired in the future regardless of location. LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note may be requested oratiy by Borrower or as provided in this paragraph. All oral requests shall be confirmed in writing on the day of the request. All communications, instructions. or directions by telephone or otherwise to Lender are to be directed to Lender's of?ce shown above. The foilowing person or persons are authorized to request advances and authorize payments under the line of credit until Lender receives from Borrower. at Lender's address shown above. written notice of revocation of such authority: JACOB W. VANLANDINGHAM, Managing Member of CLINICS, LLC. Borrower agrees to be liabie for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower?s accounts with Lender. The unpaid principai balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records. including daily computer print-outs. SUCCESSOR INTERESTS. The terms of this Note shalt be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns. and shalt inure to the bene?t of Lender and its successors and assigns. NOTIFY US OF INACCURATE WE REPORT To CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender reports any inaccurate information about Borrower's account(s) to a consumer reporting agency. Borrower's written notice describing the speci?c inaccuracy?es) should be sent to Lender at the following address: Capital City Bank Capital City Bank Direct Post Of?ce Box 900 Tallahassee, FL 32302-0900. GENERAL PROVISIONS. This Note is payabie on demand. The inclusion of speci?c default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. if any part of this Note cannot be enforced. this fact will not affect the rest of the Note. Borrower does not agree or intend to pay. and Lender does not agree or intend to contract foi. charge, collect. take. reserve or receive (ccliectively referred to herein as "charge or collect"), any amount in the nature of interest or in the nature of a fee for this loan. which would in any way or event (including demand. prepayment. or acceleration) cause Lender to charge or collect more for this loan than the maximum Lender would be permitted to charge or coliect by federai law or the law of the State of Florida (as applicable). Any such excess interest or unauthorized fee shall, instead of anything stated to the contrary. be applied ?rst to reduce the principal balance of this loan. and when the principal has been paid in full. be refunded to Borrower. Lender may delay or forgo enforcing any oflits rights or remedies under this Note without losing them. Borrower and any other person who signs. guarantees or endorses this Note, to the extent altowed by law, waive presentment. demand for payment. and notice of dishonor. Upon any change in the terms of this Note. and unless othenlvise expressly stated in writing. no party who signs this Note, whether as maker, guarantor. accommodation maker or endorser, shalt be released from liability. Ali such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair. fail to reatize upon or perfect Lender?s security interest in the collateral: and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modi?cation is made. The obligations under this Note are joint and several. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISFONS OF THIS NOTE. INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORRDWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER: conou7zcunrcs. me I JACO W. VANLANDINGHAM, Managing Member of NQUEST CLINICS, LLC By: PRO LIndln?. le. ?110.32! Gbpr. Hull-m! Suiullml. Inc. 1997. zou. N1 Right: ?lnnud_ 4 5L mam: F?cun .. err 142% ??i?s?isiiERSig?rim References in the bums. above are for Lender?s 'use only an 'n trust's. appliabiliiof thi ucei any garlicular scan or item. Any item shove cuntaining has been omitted due in text length limitations. BQFVOWQFZ LLC Lender: CAFITM. BANK 2538 CARE DR SUETE 3 QFFECE TALLAHASSEE, EL 32308 RE). BGX $96 TALLAHASSEE, Ft. 32352 sumnram snubs w. THORNTON mus TALLAHASSEE, FL 32333 SF Fur grind and valuable cansid'eratiun, Guarantor absniutsly anri unsnnuirienally guarantees full and punctual payment and satisfac??iun 9? ins lnri'smedne'ss of Bummer to Lender, and tneperiurmanc? and discharge mis?t Burrswar?s .nbiiga?ons under the Nuts and the Related Datumsnis. This is a guaranty of payment and perfume-nus ans net 31? sn Lender-can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender?s remedies againsi else abligslecl to pay me indebtedness or against any poilaieral securing'ths-indebieuness, this Suarant?y (if any Dinar guara?niy' (if the Guarantor Witt make any payments to Lender its nrrier, (an demand, in legal turrer or the United States (If America, in ssme~dsy funds, without sea-Eur? or deductinn-nr snunierclaim, and Wit? Otherwise Burrowers nbli-galirms unuer the Note and Reialed Dncuments?. Under ihis Guaranty, Guaraninr's liabltity is unlim-i?ren and are cunt-inning. The. worst ?indebtedness? as used in this Guaranty means all at. me principal amnunt uui?standing from time in time and at. any- ane 0r mare limes, accrued unpaid interest thereon ann?ali unilectinn casts and tegai expenses reiatsd ihereto permitted by law, .reasnnabls' attorneys fees, arising from any and all debts, liabilities and nbligalions of every naiura or farm. existing in hereafter arising nr acquireci, that Burrower individually Bl? ccllestiueiy or interchangeably With anthers, ?uxes 0r wilt owe Lender. ?indebtednessf' includes, withaut lirnita-riun,. lnans, advances, debts, overdraft indebtedness, nredit card lease obligations, liabilities. anti obligati-nns unuer any interest rate pratsctiun agreements nr fureign currency exchange ur cnmmudity price prurection agreemenis, usher obligations, and liabilities in? Burmwer, and any present-or future judgments against future advances, inans ur transacii'uns inst renew, extend, mnriify, re?nance, sdnsalitiate 5r substitute these debts, and shligsiions whether: voluntarily or involuntarily incurred; :iue Gr in assume due by iheir terms- nr anceisraiinn; ahsnluts nr?conlin'gsni: liquidated or unliquidalesl; 8F undetermined; director indirecl: primary or sesunclary in nature an arising a guaranty- nr surety; seemed er unsenurerf: joint or savers! 0r gain: and several; avid-encertl by a negniiabie- u?r nonunegulianls instrument or writing; nriglnaied by Leander nr anal-her or barred 43:7 unsninrceshis against Bummer fur any reason whaisns?vsr; far any ira-nsaclinns {has may be valet-able. fur any ressun {such as infancy, insanity, ultra wires 9r otherwise); and ariginata? then reduced nr sxtinguishsd and then afterwards increased or reinstated. if Lender aresent-ly?nius-nns ur more guaranties, 5r hereafter racsiuss guaranties from Gu-s?rantnr, Lender?s rights under all guaranties shalt be cumuiative. This Guaranty shalt not {Limes-s prnvitisu balow?n thewntrary) attest or any such nther-gu?ra-ntiss. Guaraninr?s liability wiil'be Guarantor??5 aggregate lishliiry unrisr the terms of this Guaranty and any such diner guaranties. cannuurns nus l8 A UNGER AGREES TO rum. AND PUNCTUAL PAYMENT, PERFORMANCE AND OF THE or susnuws?s Tn LENDER, NOW Exam-us an AnisaNG 0n ACQUSRED, 0N ANDFEN nun my PAYMENTS MADE on THE NOT on nturursu OBLrGArrous AND UNDER Ti?llS FOR ANY ANB EVEN WHEN ALL QR PART OF THE OUTSTANDEMG luDEB?TEnuEss MM BE A. ZERO BALANCE FROM To TruE, GUARANTY. This Guaranty will take. effect when received by Lender without. ins necessity of any acceptance by Lender, at any nnlice to Guarantnr er in Borrower, anrl'will continue in full force until all the lndebiadness'incurred nr mnlractad beicre {scam-by tanner nf any n'niice nf reuucstinn shall have near: fully and ?nally paid and satis?ed and all of Guarantor?s ulnar nbiigaiinns unrier this Guaranty shall nave been perfumed in full. if Guarantor elscistu rsvulrs this Guaranty, Gus-ranior may unly no se in writing, Euarantnr?s written nutice 0f rsuocation- must be mailed in Lender, by certi?ed mail, Lender?s undress listed amuse; Such niner'placs as Lander may designate in Writing. Written rauocsiinn 9! this Guaranty will apply anly indebtedness created after actual receipt by Lender sn? written rati?cation. For this purpose and withuut limita?tinn, the term ?new in?ebledness? dues not insiuds the indebtedness which at the timu of notice at rsvocaliun is unlinuidarsd, or not due and which later absolute, liquidated, determinsd or due, Fur this purpase and wiihout lim-ilatinn, ?new indebtedness? does nat'include all or sari m? the that is: incurred by Borrower prim in resonatinn; incurred under a wrnmiunanl that ?scame binding harms revucatinn; any renewals, exisrssiuns, substitutions, and modi?catinns of ?ne indebtedness. This Guaranty shall bin-d Suaramar?s resists as tr; the inuehtedness areain both listens and after Guaraninr?s death Gl? incapacity, regardless of Lenusr's actuai'nulice of?uaranior's death. Subjectin the foregoing, Guaraninr?s executor er sdrninishaiur ur other 'iegal representative may terminate this Guaranty in the same manner .in' which Guarantor might nave ieminalsd-it and with the-- same {arrest ?sisase any ether guarantor or terminatian 93? any other guaranty nf'ine indebtedness snail not ri?ed the liability {if Quaranlnr unclear this Guaranty, A revaca?ion Lender from any one or mars Guarantees srrali not affecting- at any- remaining guarantors under-this Guaranty, ii: is anticipated that fius?tu'atinns may auteur in the aggregats-smnuni 0f the in?sbtedness squared by ihis Guaranty, and Guaranth snacil?ibaliy acknowledges and agrees inai rsriuctinns in the amount ?cf. the indebtedness, even is zero (twists arm: not cansrimis a termination of this Guaranty, This Guaranty. is striding upon Guaranmr ant: Guarantur?s heir-s, successors-and assigns so icing as any of the lnu?sjl?isdn?ss remains unpaid and'even though ins-indebtedness may from rim; :3 time he dollars AUTHQWESXTEGN TO Guarantor authuri?;ss Lemar, sitnsr before or alter any revuca'riun harem, wiinnui ns?ice er demand anti wirhoul: lessening Guaranter?s runner this Guaranty, from firm: in time: pnur tn remnaiizjn as 521 form shave, it: makes one or more additional secured nr unsecured lczans in its lease squinment nr utnsr grands r0 Bormwer, er otherwise :0 sxisnci sddi?nnsl credit to Borrower; (B) in alter, com-promise, renew, ektend, sr change we nr more times the rims fur paying-n2 Dr other rerrns of ma indebtedness {if any nan 9f the inciuding increases and of lire rare interest on the indeblerineiss; extensions may be repeated and may be for lunger than the nrlginai loan term; (C) to take and hard securilcy fur'ine payment m" this Gummy-urine indebtedness, am: exchange, animus, waive, subordinate, fail or decide not {a partner, and rsiease any such security, with nr witnnut the substitutinn of new unilatera?; in substitute", agree mat in sus, 0r deal-with amr ane'Df morsnf Barrnwers surelies, 0r uthsr guaranl'nrs us any terms Dr in any manner Lender may (E) to determine how, when and what applicaiinn of paymenls and credits shall be made an "the indebteuness; to apply such sscurily and dusts: the nrrisr car manner 0i sale including withqu iimiia-tinn, any neniudicisl sals permitted-by the terms 9? the security agreement nr deed at trust, as Len-risr in its uis'c-reiiun may determine; r9 sell, transfer, assign or 'grani partinina'tinns in ail or any part a? ?ne indebtedness: and to assign 0r transfer this Guaranty in tar inpar't. - nun Guaraninr represents and warrants in Lender that .. na raprssenia?linns or agreements of any icinci have been made in Guarantor which was.th limir. ur qualify in any Way the terms sf this Guaranty: ms Guaranty is execuiuri at and nut at the request Lends-r; Su'arantur has full power, right-ants authority in enter inta this Guaranty; {he provisions of this Guarannr dn nut conflict With resuii in a under any agreement or ninsr instrument binning {spun Guaranter and (in not result ina nf any iaw, regulatinn, cuurt decree 0r order applicants in Guarantor; (E) Guaraninr has not and will not, wittmut the prim written 9i Lender, sell, lease, assign, encumber, transfer, ainerwiss. magmas in" all subsranlialiy all of Guaranlur?s nr any interest therein; upon 'Lsnder?s'requesi, Guarantnr'will pmuide to Lender ?nancial} am: credit information in farm acceptabis in Lender, and all such ?nancial which curren'iiy has been, and all future ?nanciai ininrrnalion which will be prns?idsul in Lender is and will be true and current in ail materiai rsspenls anti fairly .pr-esenl Gusran?ur?s ?nancial aundiriun as a? the slates the ?nancial information is prouirlsd; n9 material adverse Chang's has scanned in Guaranror?s ?nancial condition since ins data m? the most recent ?nancial statements pruviueri in Lender and no evsnt has occurred which may malariaiiy adversely affect Guerra-mung ?nancial; cunnilion: no litigation, claim, investigation, arjrninisiranue proceeding or similar aciiun (including these in; unpaid taxss) against is sending nr Lender has maria-no representatinn Gu-araniur as ice the nf Borrower; and Guarantur' has established adequate means 0? obtaining frum Borrower on. a continuing basis. infarmati'on Burruwsr?s ?nannial {JDl?zdi?GiL Guarantar. agrees is keep adequately infarmed from such means 91? any facts. events, nr which-might in any way affect Sus?raniur?s risks sinner this Guaranty, and Guarantor runner egress inst, absent a' request for infarmsiinn, Lender shall have no in Guarantor any 'ini?nrmatinn or document's acquired by Lender in the suurss all" its relationship wirn Burrows-r. Except as prnhiblisrj by applicable law, Guarantor waivss any right to require Lander (33.) in seminars-lending is sxisnri ether Credit to Borruwer; in make any p'rssenimsnt, uretesi, demanr?, 9r nuiice of any kind, lnciurting nu?tlne of any of the er 0% any nunnaymenlrelatsd'in any unilateral, ur name any sci-ion Qr_n0nar:tiun an {he-par: or Burrowsr, Lander, any surety, summer, or ulnar guarantor in nonnscilon with the indebtedneass in wiih the mean-en or new or additional luans or'nbligsiians; to rssert fur payment or to proceed directly ur at nnse against any person, including Burrnwer any {Jim-3r guarantor; in process directly. against or exhaust .any'cnllalsral held by Borrcwer, any nther guaranrur, or any stirrer-person; in pursue is .s in .9 3? QSARANTY Loan No: i38??28459 {go-tirintied} Page: 2 any ther roman}: within Lender?s power; or to commit a ny act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor aiso waives any and at! rights or'rietensos hasoo on .sureiyshio or impairment of cotiaterai inciociing. but not iimit'ed to, any rights or .deionses arising by reason of any "one ootion"-or ?atothdaiiden'cy? iaw or any other tow which may prevent Lender from bringing any action, ihoiuding a ctaim'ior oo?oiency, against Guarantor, before or after Lender's commencement or commotion of any forocios'uro action, either judiciaiiy or by exorcise-of a power of sate; any oiection of remedies by Lender which dos-iroys or otherwise adversary affects G-uoranior?s sohrogation rights or Guaranior?s rights to proceed against Borrower for reimbursement, inoioding Withoutiimitotion, any toss or rights Guarantor may Suffer by reason of an}; iaw quaiifying?f discharging the Indebtedness; any or other defense of Borrower. of any oiher guarantor, or of any other person, or by reason of the cessation of Borrower?s from any cause whatsoavenoiher than payment in roti in iegat tender, of the indeotortriesa: (0) any right to ciaim discharge of tho indebtedness on the basis of unjusti?ed impairment of any coiiaterai for the indebtedness; E) any statute of ?irritations, if at any time any action or suit brought by Leno-or against Guarantor is commenced, there is outstanding tnu?iehtorihess which is not barred by any nopiicabio stature of imitations; or any defenses given to goar?antors at tow or in equity othor? than actual payment and performance of the indebtedness, if payment- is made by Borrower. whether voiuniariiy or otherwise, or by any third party. on the indebtedness anri ihorsoiiar Lonosr is i?or-oad to romitthe amount of that payment to Borrower?s trustee in bankruotoy or to any simiiar person under any factor-at or state bankruptcy tan: or raw for the relief of debtors, the indebtedness shati he considered unpaid for the purpose oif'the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or ciaim at anytime an}l deduotions-io the amount guaranteed under this Goaranty for any claim of seto?, countsroiaim, counter ?emand, or sirniiar right, whether such ciaim. osmand or right may he asserted by the Borrower, ins. Guarantor. or both. UHQERSTANBWG WiTi-t TD WAWERS. Guarantor warrants and agrees that each of rho waivers so: forth above is maria: with Guarantor-?5 toii knowied'ge of its significance and consequences and that, honor the circumstances, the waivers are'roaoonahio and not contrary to potioy or tow. if-any such waiver is determined to be contrary to any aoptioahie iaw or public: ooiicy, such waiver s-hait'oe effective o'niy'to the exteni permitted by iaw or ouhiio poiicy. RiGtt?i? .DF To the. exiont by apntioabie iaw, Lender reserves at rightot Satori in art Guarantor?s aocoonis with Lender {whether (mocking, savings,- or some other account). This inciucios accounts Guarantor hoids jointly with somoons oisa and at! accounts Guarantor may open in the future, However, this does not incision any iiR'A or Kreth accounts, or any trust aosoohts for-which sgtoff wouid be prohibited by row. Guarantor authorizes Leonor, to tho orisni-oermittod by tow, to hoiri those funds if'there is a defoutt, and Lander may apply the funds in those accounts. to pay what Guarantor owes matter the terms of this Guaranty. 0F EESTS, TC: Guarantor agrees that the indebtedness, whather now existing or hereafter created, strait be superior to any otaim that Guarantor may now have or hereafter acquire agoinst?orrower, whother or not Borrower becomes insotvani. Guarantor hereby expr'es'siy :SLibCifiit?a-ies any ciaim Guarantor may hairs against Sorrows-r, upon any atooun?r whatsoever, to any .Ciaim that Lender may nowor hereafter. have against Borrower. in the Event oi insoiuenoy and consequent iiqrrioiation of the assets. of Borrower, through bankruptcy, by an assignment'tor the benefit of creditors, tho oaymont of for?: otaims of both Londor and Guarantor strait no pair} in Leonor and shoii be first aopiied try Lender to the i-nc'ie'biodness. Guarantor does herehy assigrrto Lender at? ct'aims which it may have or acquire against Borrower or against any assignao or trustee in bankruptcy of Borrower; provided howoyor, that soon assignment shat! no ?attention o?niy for rho. purpose Measuring to Lender fut! payment in toga-t tender of the indebtedness. if Lender so requests, any notos'or credit agreements now or evidencing any-debts or ohiigarions of Borrower to Guarantor strait o's markod with a iegenri that. the same are subject to this Guaranty and strait be (tethered to Lender. Guarantor agroes,.ahri- Lender is. heroinyouthorized. in the name of Guarantor, tram tints to t-irns- to ?io financing statements and statements and to axeouto documcnis and to take such other actions as Lender deems necessary or appropriate to perfect, pros?wa and enforce its rights under this guaranty. Paovrsmos. The roiiowing miscoiianeous provisions are a part of {his Guaranty: Amendments. This Guaranty, together with any Rsiatod Documents, constitutes to the matters so! forth. in this Guaranty. No atteraiion of or amonoimerti to this signed by the party or parties sought :0 he charger: or bound by Mtornoys' Fess; Expenses. Guarantor agrees to gay noon riornand oi Lender's costs and expanses, inci'uoi-ng Lender's reasonahio attorneys* fees and Lender?s tagai expenses, incurred in connection with the enforcement of. this Guaranty. Lender may hire or pay sorneone eiso to hair; enforce this Guaranty, and Goarootor shalt hay the costs and expenses of such enforcement. Costs and oxoen'ses inoiode Lender?s reasonaote fees and toga; expenses whether or not there is a iawsuit, inciuding roasonahto attorneys? fees and toga! expenses for hank-roomy proceedings. {tnciuding efforts to modify or vacate any automatic stay or Bonsai-s. and any anticipated services. Guarantor aiso shait pay at! court costs and such fees as may he oirecto? by the Court. a oniiro understanding. and agreement of the parties as Guaranty shalt ins-effieciiv'e untess given in writing and the attora?rioo or amendment. Caption Headings. Caption headings in this Guaranty are for convenience oniy and are not to he used tointororet or items the provisions of this Goaranty. Governing Law. ?fhis Guaranty be. governed by ioderai iaw aop'tioabte to. Lender and, to the. extent not preemptect by toners! law, the taws of tho State or Florida without-regard to its con?icts-oi tow provisions. Choice or Venue. ii there is a lawsuit, Guarantor agrees upon reqoosi to su-brnitio the iirrisdiction or the courts of Leon County, State of Fiorida. .. intogration. Guarantor inrthor agrees that Guarantor has read anti understands the. terms of this Guaranty; Guarantor has had the: opportunity to ba advisori by Guaroritor?s attorney with rosooct to this Guaranty; the Guaranty tu'liy r'efieotsGuaranioi?s intentions and oaroi evidence is not required to interpret rho terms of this Guora'nty. Guarantor hereby indemnities. and hotds Leonor harmiess from 'ios-s'es, oiaims, damages, and costsrinci?uciing Lender?s ottomoys? toes} Suffered by Londor as a rasuit rat-any brooch try Guarantor of the warranrios, representations ahrj agreements of this paragraph. interpretation, in cases where thoro'is more than one Sorrows-r or Guarantor, than at! words used in this {guaranty in the singuiar shoii be doomed to have been used in the oiurai whore rho confer-r and construction so. require; and where there is more than one Borrower. named. in this Quaraniy or when this. Guaranty is executed by more than one Guarantor, tho worrts "Borrower"- and respectivsi?y shah mean ait and any one Cir-more of thorn. Tho words ?Guarantor,? "Borrower,f? anri "Lender" in-ciudatho heirs, successors, assigns, and iransforees of each oi them. if a court finds that any provision of this Guaranty is not ratio or shouid not be enforced, than foot by itself not mean that {ho rest of this Guaranty wit! not be vaiio?. or enforced. Therefore, .a court Witt enforco the rest of the provisions at this Guaranty even if a provision of this G'oaranty may he found to'he invaiid or unontorceabio, if any one or more of Borrower-or Guarantor are onrporaiions, partnership-s, iirr'iit'ori oomo'ahios, or sirniisr entitios, it is not necessary for Lander to. inquire- into the powers of Borrower or Guarantor or or ihe or?cars, directors, partners, managers, or other agents acting or purportingto act-on their oohaii. and any indebtedness 'rnatis or oreaiori in retiancs upon rho professed exercise of such power-s shaii toe-guaranteed under this Guaraniy. notices. Any notice required to be given under this Guaranty shaii be givenin Writing, and, Except for revocation notices. by Guarantor, strait he. effective when actuaiiy mirrored, whon actuaiiy receivad by teisfacsirniie. {onioss otherwise required by raw); whon deposited with a nationaiiy recognized overnighr courier, or, if maitoci, whoh deposited in the United States mait, as ?rst ciass, certi?ed or registered innit postage prepaid, dif?EiG?-io tho addresses shown near the baginning of this Guaranty, or! revocation notices by guarantor shaii be in writing and shaii be effective upon deiivery to Lander as provicied in the section of this Guaranty omitted OF Any party. may change its address for notices under this Guaranty by gi?ring wriiteh notice to the other partios, spacihiing that the: purpose of the notice is to change the party?s address. For notice purposes, Guarantor agrees to keep Lander informer} at times or Soar-anions- address. Unless otherwisa provided or rsquirosi by too, if there is more than one Guarantor, any notioa given by .Lenoer to any Guarantor is deemsd to be notioo girlish-to at! Guarantors. No Waiver. by Lander. Lender shaft not he Gasman to hairs waiver! any rights under thisGuaranry soch waiver is given in writing and signed by Lender. No. detay or omission on the port of Lender in exaroising any right shati operate as. a wsivor of such right or any other right. A waiver by Lender of. a provision of this Guaranty shaii not prejudice or commute a waiver or? Lenrier?s right otherwise to demand strict compriahoe with that provision or any other provision of this Guaranty. No prior waiver by Lender; nor any course or (roaring between Lender and Guarantor, strait constitute awaivor of any of tenders rights or of any ofGoarantor?rs ooiigations ask: any future transactions. 'V?sihenover the consent rat-Lender is required under this Guaranty, the granting of such consent try Lender in any instance shaii not constitute continuing consoni to subsequent tnstancos. whsro such'conssrit is 'r'eouiroci and in cases such consont maybe granted or'wit?nheio in the sets discretion of tremor. ?ixcoessors Assigns Subject to any-timitations stated in this Guaranty on transfer of Guaranior?s interest, this Guaranty shaii be binding upon and inure to the" benefit of the parties, their successors and assigns. The foiiowing worosand terms shaii have the foiiowing meanings when in this Guaranty. Uniess try-voluntary iiquidation, or otherwiso, the assets of Borrower COMMERCIAL GUARANTY (Continued) Page 3 stated to the contrary, all references to dollar amounts shall. mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the piural, and the plural shall include the singular, as the context may require. Words and terms not otherwise de?ned in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means CONQUEST LLC and includes all co-signers and co?makers signing the Note and all their successors and assigns. Guarantor. The word "Guarantor" means everyone signing this Guaranty, inciuding without limitation JACOB W. VANLANDINGHAM, and in each case, any signer?s successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower?s indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means CITY BANK, its successors and assigns. Note. The word "Note" means and includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modi?cations of, re?nancings of, consolidations of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements. mortgages, deeds of trust, security deeds, collateral mortgages. and all other instruments, agreements and documents, whether new or hereafter existing, executed in connection with the Indebtedness. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON EXECUTION AND DELIVERY OF THIS LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED OF NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED DECEMBER 20, 2013. GUARANTOR: 5 VANLANDINGHAM JACOB LASER PHD Llndin?. Var. 13.10.0224 Cnpr. Harland Santana, Inn, I997, 2013. NI Rights -FL Til?75202 PR-un Qnmpa?ny: LEWTEQ T63 EQRRQ i EESEET ar iaan n'r item. of this (i tied cine? in ten?: iengtn' iimitaiinns. References in the cams above are for Lender?s use can Any gram above containing has been nmi ni'r?r BANK rm. 39.x; a.an rr. 32332 Lander: 253B CARE nn sung 3 TALLAHASSEE, FL- 323?38 i, THE i343 HEREBY THAT: THE The campiem and .cnrrect name a? the Cnmnany is- CGNQUESY CUM-CS, L113 ("Snmpany"), The Company is a iimiied ceinnany which is, and at 21?! timas snail be, duiy nr?ganiz?edz, va-iiniy ekisting?, and in good Standing under and-by virtue of the iaws nf the State of Fiend-a, The Cnmnany is duiy aurnnrized in tran$act business in air Giher Sierras- in which. the Company is ?ning business, having obtained 33 weer-wry Wings. gov?mmeniai iicenses and approvars far each stare-2n which rhe- Company is daing business, Sneni?caiiy, the Ccmpany' is, and a: times shaii-be, duly quali?ed as a foreign ?mired company in siarea' in Which the failure to 3:3 quairfy wnuid have a matenai-adverse Efren: on its business nr ?nanciai bandit-inn. The Campany has ins fuii and authority in own its properties and in transacr ma business in which it is .pre-san?y engaged nrpresen?y to engage, The Cnmpany mar-Mains an af?ne-at 2580 CARE DR- SUITE 3, TALLAHASSEE, FL 32308. Uniess the Company has designated ntherwise. in writing, ?ne principai of?ce is the mince at which inn- Company keeps its banks and retards. The Company notify Lender prim in any change in the incan?nn of the Company?s state of nrganizatinn Or any change in ?re {lampany?s name. The Campany Shari dc} firings necagsary to pregame and is keep in" fuii farm and effect its existance, rights and priviieges, and sin-air mmpiy nii reguiarinns, rules, nrriinancen, atatutas, nrde?rs and names a? any gnvernmentai nr quasi?governmenra?i aurnariry nr court apniicabie the Company and the Cnmpa?ny?a 'bnginass activities. mar-Iran. A: a meeting orme members of the dury caiied and brain an I Mi 3 a: which a quarrim was presnnt and writing, or by arner duly aufnnrized acrian in fiat; of a meeting, the set {Grin in this Resoiu'tinn were wanted. MARJXQER. The fniinwing named persnn is a manager (if GGNQUEST C-LENICS, LLC: *3 JACOB W, Managing Mamba-g, h/ 3 F?r?g?pw' The authorized person Sister: ataxia may enter into any "agreeingan nf any nature with Lender. and those agreements bind inn Campany. Speci?ca?y, but without iimitatinn, the {Eamon-is authorized, empowered, and directad redo ?ne foiinwing far and on ban-air? 01? the Camper-1y: Manny. To borrnw; as a Cos-igner nr otherwise, in?rm time in ?me frn'rn Lem-jar, an sunnierrns as may be agreed upon between the Campany and Lender, such sum car Oi mnney as in his her judgment should be borrowed; nnwever, not exceeding-at any nna ?rm; the amnun?i: nf {Zine Hunrireni Fifty ?i?hnusanci 3: airmen Gaiiara in addi?iinn to. such sum or arms- (if money as may be currentiy barrnwed by the Company Tram Lender, "in execute and dniiver in Lender the nnie Cir nnies, or rather evidence of the C'nmpany's credit an Lender?s farms, at ranch rates er? i'nreresr. and an such iarrns as may be agreeri upon, evidencing ine sums 03" money burrowed 0r any nf {he Comnany'n indebtedness- in Lender, and aim in execute and deliver to Lender one nr mare ranewais, emensicms, mndi?carinns, refinancings, nr subsiitutinns for one er more of me miss, any parrio'n (if {he notes, or any rather evidence Gr credit accommadations, Eran: Security, Tc manger-9g, piedga, transfer, endorse, hyper?ne-aria, nr annmisa encumber aria?? deiiver in Lender-any progeny now 0r hereafter neinnging in the Company. car in which ?ne Company new or heraarter may have an infers?Est, inoiuning witrrnur iimiiatinn an! an? {be Company?s rise-3i groperiy and (32? ?ne Cnmpany?s personai progeny {ranginie or intangibie), as security ?ne paymen: of any man's 0r credit accommndaiinns 3r) nbiaine-d, any promisan nnjies 5n executed (inciuriing any amendmenia to car mnd?i?carians, renewa'is, and exiensinns er Erich promisamy mans), or any ether (3: runner indebtedness Cir-inn Company in Lender at any time owing, name-var the same may be evidenceri. Such nrnner?zy may be mangagad, pie-rigged, iransferrad, nynn?ihecateci or encumbered a? the. time such inans are nbrained nr such indebierine-?ss is incurred, or at any nther-?ma nr times, and may be either in addition in or in ?rm of any property mnngaged, piadgad, iransferred, 0r encumbered, Execute Security {:acumanta. Tn execute and deiiver in Lender the farms of mortgage, deed or trust, pledge agreement, agreement, and other security agreements and financing siatemgn?s which Lender may require "and whim snaii evidence ?ne farms anri 'cnndirinns under and gursnani tn which such iiens and encumbrances, Or any cf men?s, are given; and aim to execute and deiiver to Lender any anther Winn-en instruments, any chattel paper, nr any nine-r cnii'arerai, any kind nr nature, which Lender may deem necesaary nr manner in connection with nr pertaining in the giving or the iiena and encumbrances, Subnr?ina?on. To; submrdinate, in aii. reagents, any and present and future inns-brie?ngs, (animations, ciairns, rights, and nemands 0r any kinri which may be awed, now or hereafter, any pars-ran or enriry to {he in present and fir-mm indebtedness, nbiig'aiions, ciaims, rights, and demands ni any? kind which may be owed, new Car hereafter,- such persnn Si? entity to together with subordination by the Company (33? any and security i-nreresrs'nf any kind, whether now exisiing nr hereafter acquiran, securing paymenr nr performance urine Sunnrri-inaied inneb-iadnass; on Sucn' subordina?iim' terms asmay be agreed L2an newest} the Cn-rnnany?s Managan and Lender and in such amounts as in his :31? her judgment SthUi?d be Execute raining, Negotiate items. Tn draw, endorse, and discnun'r with Lender dram, ?iraer acceptanms, mammary mares, Car ether evidences of 'inciebt?e?nnss p'ayabie in Gr bein'nging to the Cnmpany er in which {he Company may have an inreresr, and either is receive cash fer inn Same nr is cause such pracaads to be crediied in ma Company's acnnunr with Len-tier, or in cause such other disnasirinn nf {he prewar-is derived iherefmm 33 ire-Gr she may deem anvisnbie. Funnier Ants, in ?ne case of Sines credit, to designate additinnai or aiiernara individuals as, being to request advances- Lind-er such iinea, and in cases, in do and. such ninEr acts and things, in pay any and-ail fees and costs, and to execute and deiiver siren Diner draw-mesan and agreements as rne manager may in his nr her discreiian {ream reascnaniy nesessat?y 0r pram-r in order in carry into arise? the pmvis?ans of this Resniuiicn.- The foii?nwing person Bf par-sans are auihnrizeri to requeer advances; and an?ihnnze paymenis LIMITED LIABILITY COMPANY RESOLUTION TO BORROW GRANT COLLATERAL SUBORDINATE DEBT under the line of credit until Lender receives from the Company, at Lender?s address shown above, written notice of revocation of such authority: JACOB W. VANLANDINGHAM, Managing Member of CONQU EST CLINICS, LLC. ASSUMED BUSINESS NAMES. The Company has ?led or recorded all documents or ?lings required by law relating to all assumed business names used by the Company. Excluding the name of the Company, the following is a complete list of all assumed business names under which the Company does business: None. NOTICES TO LENDER. The Company will notify Lender in writing at Lender?s address shown above (or such other addresses as Lender may designate from time to time) prior to any (A) change in the Company's name; (B) change in the Company's assumed business name(s); (C) change in the management or in the Managers of the Company; (D) change in the authon?zed signer(s); (E) change in the Company's principal of?ce address; (F) change in the Company's state of organization; (G) conversion of the Company to a new or different type of business entity; or (H) change in any other aspect of the Company that directly or indirectly retates to any agreements between the Company and Lender. No change in the CCmpany's name or state of organization will take effect until after Lender has {eceived notice. CERTIFICATION CONCERNING MANAGERS AND RESOLUTIONS. The manager named above is duIy elected, appointed. or employed by or for the Company, as the case may be, and occupies the position set opposite his or her respective name. This Resotution now stands of record on the books of the Company, is in full force and effect, and has not been modi?ed or revoked in any manner whatsoever. CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resotution and performed prior to 'the passage of this Resolution are hereby rati?ed and approved. This Resoiution shall be continuing, shall remain in full force and effect and Lender may rely on it until written notice of its revocation shaIl have been delivered to and received by Lender at Lender's address shown above (or such addresses as Lender may designate from time to time). Any such notice shall notaffect any of the Company's agreements or commitments in effect at the time notice is given. IN TESTIMONY WHEREOF, I have hereunto set my hand and attest that the signature set opposite the name listed above is his or her genuine signature. I have read all the provisions of this Resolution, and I personally and on behalf of the Company certify that all statements and representations made in this Resolution are true and correct. This Limited Liability Company Resolution to Borrow! Grant Collateral I Subordinate Debt is dated December 20, 2013. CERTIFIED TO AND ATTESTED BY: JACOB .VANLANDINGHAM, Managing Member of con EST CLINICS, LLC NOTE: If the manager signing this Resolution is designated by the foregoing document as one of the managers authorized to act on the Company?s behalf, it is advisable to have this Resolution signed by at least one non-authorized manager of the Company. LASER PHD Landing, Var. 13.3.0.024 Cour, Financial Salmions, tnc. 1997, 201.1. Ail Rights - FL Flt-140 SEQHRETV References in inn mixes above are for Lender's use on .. . . 91? {his documeni in Any item abuva caniaining has been smitten due ic-iaxi iangiir limitations. any paiimniar roan 0r item Graninr: QQNQUEST Crumbs, m: Lendar: METAL cm! BANK QR SUITE 3} YELLAHASSEE, FL 32335 PAD. 30X arm TALLAHASSEE, FL 323(32- ?rnra coimaacrA-L a'acuarrir AGREEMENT ciain simmer 29, 2033, is maria and. execuieni between canauaar mamas, 1,3,2; (?Quanta?) and want. any BANK 8F Far vaiuabia c'onaiciaraiinn, Graninr grants to Lander :2 Security iniereai in ?ne ?o'iiatarai aenure the: indebrarineas and agrees that Lender shaii harm the rignis ataieri in ih-ia Agreement with res naci: tn the Cniia'ie-rai, in in other rights which Lander-may have by iawk Rm. The ward "Cnilaierai" as usaci Agreement means the fin-?owing deasribad prepany, whether now owned or narea?ar acquired, whether nowaxiating or hereafter arising, andwnarevar lacaieci, in which Granior is giying in Lander 2. securiiy iniarasi-ior the payment tn? the indabiadnass ann parinrmanaa 0? an other nbiigaiians unii'e'r me Maia-annihis Agreement invaninry, Accaunia and Equipment new awned or to he acquired in the future regartiiess of innatinn in addi?nn, the warn aisn includes an iire foliowing. whether new owned car. acquired, Whether-new axiaiing nr arising, and Wherevar lanaiari: (A) Ail accessians, attachments, necessaries, isms, pans, suppiias. repiacemanis of'and in any or? iha coilaiarai dascriberj herein, whether added new or inter, Ali pra?ducis and prnauca of any cf ina progeny daasribe? in ibis Snii'aiarai aeciian. Ni acnnunia, ganarai iniangibias, insirumants, rents, mamas, paymenia, and Sinai rights, arising nui, 0f a aaie, iaase, annaignmeni rat-her ni any 0i ine property described in {his secfin-n, iinciuriing insurance proceerla) irnrn' the dastruciinn, ios?s. n'r niner of any oi the; propeny described in this Collataral median, and sums due from a third pariy who has'dama'geri or dies-irng inn Caliar'arai or from inatpany?s insurer, wi'rrainer dire i0 iungmani; saniemani ar inner QFQCESE, and data in any or? the prepariy-aas-cribed in this .{Inliaiarai saciinn, whainar in the farm of a writing. phoingraph, m?icrn?aha, nr'eiacironic': mania, ingeiher with an (if Graninr?a right. and interest in and in ali computer snfiwara required in .uiilirre, cream, maintain, arm prncass any such records or-?ai-a on electronic media; OF in me ardent by applicable iaw, Lender reserves a right {if sein? in at! Graniar?s accounts with Lander (whether checking, savings, nr same ainar account}. This includes Gfamar hoids joiniiy wiin- s?cr?neune else and accaunis Graniar may 'opan in tha future. However, this tines noi- inciude any ERA nr Kangn accounts, ar any 'iruai asmunia far which seinff- wouid be nrahi'niied by iaw. G'raniznr auihnri'zas Lanner. tr: axiani parmi?ad by applitabia iaw, in charge nr aa?tn?? sums {Ewing an inn indebtedness-against any and such aacounis, Aim WARRARHES RESPECT TO THE CDLLATERALJ With raspaci in in; Granicr represenis and premises to Lanzier than: Parietiirm of Sacariiry iniarasi. .Granior agrees in. ink-a wnaiavar aniions are by Lender in perfeciand caniinue Lender?s security interest in Upan rg'quesi a? Landau Granth d-aiiu?rar in Lender any and ail pi ina ?ncumrenia evidensing or C-nliaiarai. and Graninr note Lanna?'5 iniares-t :1an any and channel paper and insiiumenia ii an: delivered in Lender in; by Lender? is a Ccn?nuing Security Agni-earner}? and can?nua in effect even though or any part cf the indebtedneas is paid in in? and though for a narind of time Grams? may nut he indabieci in Lender. Names is Lie-mien Lander inwriring a: Lender?; address Shawn above (0r such other addresses as Lender'may designate-from time in time} prim ii) any change in Graninr?s name; Strange: in (Bram;an assumed business nameia}; (3) change in the management or in ma members; Br managara cif ihe iinrii'ad company Graniar; (4) change in ma auino'rizari aigne'ria); change in Granmr's principal ni?ca addraas; change in Graninr?s stake of organizaiinn; canversion of Graninr in a new or different type business an?iy; or (El) change in any tamer asnaci of Graninr that. dinaciiy. air innireciiy relaies in any agraarnenis batweean Granior and Lender, Na change in Graniar?a name or stair: organization iaka affect after Lender has received. amine. Nb Viniatinn. The axecuiicn and delivery of this Agreemeni not any iaw 0r agreement governing Graninr nr is which Granisr is a party, and its mambarship- agreement {3085 net prohibit any tarrn ?i-CQndi?Gi?i (if this Agreement of To the axia-ni the consists of accounis, paper, 0r. general as de?ned by ina Uniiarrn Commerciai Code, the is eniarcaabia in accordance with its 'iarma, is genuine, anri fully carnpiies jwirn aii-appiicabie iawa- and cancerning. form, content and manner ni praparaiinn and execution, and ail persons appearing in be abii?gaieri an the Collateral have au?innrity anti capaciiy in aqntracii and are in-iaci nbiigaieri as, they appear in be an inn Cnilaiar'ai. A: ins iima any ajcmun?i becomes in a sawing: iniarast in favor of Landar, {ha accouni'anaii be a goon and valid acanun?r representing an und.ispuie?3.. bana ?de-indebiadneaa incurrnn by fire dabiar, far merchandise hairi Subject in 'cie'iisrery insiruc?i?inns Dr 'prauipusiy shipped-0r daiivaran?. nurauani in a coniract of safe, or for sawicas 'previnusiy parinmrred by Graninr with or for the ancnuni denier. Sn Sang as ihis Agraerneni remains- in effect, Grantsr anaii nni, wiihoui Len?ar?s prim w?ri?an canseni, Compromise, a?diusi, or remand .paymeni under 0r with regard in any such Anaemia. There shali. bent: seior?l?s or enuniarciaima against any {he Cnilaierai, and nr) agreement snail have been made under which any riariuisii'ans ar diacounis may be aiainiaci 'cnncerning ins axcapi innate riisninsad i0 Lander in writing- Locaiion of the Coilaiarai. Except in the nrrilnary cnursa 0f granmr?s business, {Brant-{3r agrees in keep ihe Qailaierai is the axiani the annaia'ia oi iniangibie prapariy such as accaunis nr generai intangibie-s, ihe records mmarnin?g at Grantnr?s address shown rabbits. or at such ninar incaiiana as are acnepiabia in Lender. Upon Lender?s raqneai, Graniar deliver in Landar in form satiaianinry in Lander 5 acheduie raai properties. and incai?inna in Gra?ninr?s aparatinns, inaiuding withnui inn raai prepariy Granmr own-saris purchaaing; aii-reai prapany-Granrnris ranting a: leasing; an sinrage facilities Gran-{or Dwna, rams, iaases, and an Dinar prnpariies whara is nr'may be wanted. Removal oi the Excapi in the ordinary course (if Graninrfs-_buainass, including ii?ia sales Qi inventory, G-raninr shaii nae ramng the Goiia'iarai from its existing iacaiim?i without Lender's prior censani. To ma extent inai iheCaiialer-ai mnsisia 0f vanities, tar ninar 'praper-ty, Graninr snail nn't iaka nr permit any aciinn which wnuin require;- anpiicaiinn for ni inr ins: vehicles nuiaide the 3min oi Fianna, wi-i?i?sout Lanaar?a prim written consent. Graninr snaii, advise Lander ai {2362 exam irzcaiion 0i inn Transaciinns ?waiving Coii'aier?al. Ex?ept fer in?uen?i?n'ry said Dr anaemia cniierziari in ma ardin?ary snuraa 8f Granior?a business, air as cinemiSe manned for-in ihia Rgraarneni, Granmr snail not saii, offer it: seii, cr niiwerviisa transfer or dis-parse. oi ihe .Cnii'alarai, While Gramor is nni in defau'ii under inia Agreamani, Graninr may seii inventajry, but nniy in ins ordinary course 93? its business-and oniy i0 buy-era who as. a buyer in ma nrriinary caurae?i business. A saia in the arriinary mura'a Di Graninr?s business ?nes mi inciade a irans?r'ei'iri partiai or i'cia?l saiis?f-aciian cf a dent Gr any buik? 'aaie. Graninrsnaii nni mange, 'rnnr?igage, encumbarlor'ninerwise parrnii the to be airbiaci to any. iian, security intai-asi, encumbrance, or shame, Diner than {na- sacur?iiy inie'resi pmvided far in inia agreement wiihnui the prinr consent of Lender. This inciudes seeming inieresis even if inninr in rigni i0 ins security intereai's granted under-thin": Agreement Unless-waived by Lender, all prnna'e'dsiirom any af-iha '(inr whatever reason) snail be heiri in trust for Lender and shall noi'be with any miner funds; previded nnwaver, ihis- requiremeni anaii n'ni conseni by Lender it: any? sale nr Dinar Upon retaini, Grants? s?haii deiiw'er any such proceeds in Lander. Tine. Sraninr represents and warrants in Lander that Grantarhnida gond'anci marketable in the free and clear cf iiens and encumbrances excapi-fnr ina iian or? this Agraamani. No ?nancing Siaiarnani severing any of is on ?la in any puniir: ni?ce (liner inan liiasa which raffles! inn aecirriiy intern-3i craaieti by {his Agreement nr in which Lander has nenseniaci, Granny shaii defend Landera rights in ?ne again?ai me ciaims and demands Diner panama. Repairs and Mainiananca. Graninr agrees in kaep and 'mainlain, and in cansa others is keep and mainiain, ina in grand order, {repair and ai ail iirnas w-nii?- iifeia Agreament remains in affeci, Granior further agrees: in pay when due claims for work done IC-GMMERQWL Lee-e lie: {Gerri-mired} . liege 2 en, er services rendered er meleriei furnished in conneciien Willi ilie Celleieral 5'0 that ne lien er encumbrance may everetiach it) or be filer: against the Cellalerei. inspeciiee er celiaierel, Lender and Lender?s deeignalee represenleiivee and agenle shell haue the right a: all reasonable limes is: examine and inspect ihe Collateral wherever located. Taxes, assessments and Liens. Grenlor will pay whee clue all taxes, esseesmenis and liens ripen lire Celleierel, its use er operatien, uprm this Agreement upon any er'emiseery male er nolee evidencing {he lneebiedness, er upen any of the ether Related ?ocumeiits. Gienler may withheld any such payment er may elect l0. monies: any lien if Grenler is in geod leiln cenducl?ing an apprepn?ele eroseecling i0 cenieel Erie emigration in pay and Se {ring as Lender's interest in use Collateral is nei ieeparrlized in Lender?s sale epinien. if {he Gelleleral is subjecleri ?re a lien which is net discharged within fifteen. days, Grenler shell deeosit-with Lender see-h, sufficient cemerele surely bond er erner security sa?iisfeciery re Lender in an emeuni edequele i0 previrle fer the discharge of ?re lien plus: any interest, caste, attorney/5? fees-er Uith energize that mule accrue as a result {if iereclosure or sale 0? lire Celieierai, in any centesi Grenier shall defend iiseif and Lender and slieil salary any ?nal adverse judgment belere- e-nlercemeei egalnei {he Collateral. Greater shell name Leneer as an under any surety bend furnished in the Be nlesl preceedinge. Greater furiner agrees to furnish Lender with euleenee in'al such taxes, eesessmenle, and .gevemm'enial arid eiher charges have been paid in 'f-ull and in timely manner. Greater may any eucil p?ymee?r or may elect ta coniesi any. lien if G-renler is in goed faith canducling 'an'apprepriele emcee?ding te earliest the obligation re grey and er; icing as Lender?s interest in lhe Collateral is Cemp'iiance With Geverqmenial Requirements. Grenmr shell comply prompily with all laws, ordinances, rules and regulations of all geuernmenial new or in effect, eeplieabie to ?re ownersliie, preduc?en. disgeeilien, or use er the Collateral, including all laws or regulations relating to rise undue. eresien er highlyuemdible? land er relating is liie'eonuersien of werie'nris fer tire preduciieri Gl err agricultural product or eemmediiy. .Granier may Contest. in good feiih any such law. er?inence er regularien and withhold compliance during Bey proceeding, including ep-preprie-le? appeals, $0 leng 2e Lenclerle interest in the Collateral, in Lender's epieierl, is no: .l-?azarcleus Substances. Grenior represents and warrants. real the Coileler'el never has- been; andnever will he so leng as this; Agreement remains a lien en lne Celleieral. need in vloielien 93? any Envirenrneniel Laws or for lire generalien', manuieslure', sicrege, rrensperratjien, lreelmeni, dispersal. release er lhreelenecl release a? any Hazardous Subelen'ce'. The end Warranties crinlained herein are based on Grantor?s tie-e diligenee in inveerigaiing lire Geli'eterel for Hazardous Subsieecee. Grenler hereby ii) releases and waiues any future claims against Leneer fer indemniiy er caniribulien in llie event Granler becomes liable fer cleanup or Diner were under any Envirenrnenial Laws, and agrees to indemnify. defend, and hole harmless. Lender egalnsl any and all claims and leeses resulting from a breach of lhis preuis'iun pi this Agreement. This eeligelien 1e indemnify eed defend snail the paymeni m? lire and the eaiisfeerien of this Agreemenl. Maintenance of Casualty ineuranse. Granlor snail precure and mainlein all risks insurance, including without limitation lire, their and iiehiliiy sewerage tog'e'lner- wiih Such eiirer lnsuranee as Lender-may require with in the Cellarerel, in. form, emeunis. coverages and basis reesenably acceptable tender and issued by 'a company green-"marries reasonably acceptable io Lender. Grani?or, Lian request of Lender, will deliver to Lender from lime is time Elie er ceni?calee 9? insurance in farm eellsfeclery in Lender, inciueing slipeleiiens that ceuereges will not he cancelled or diminished without ei ieasl lhiriy (38) days? priur wrii'ien tender'enri not including any dieeleimer of lhe insurer?s liability fer failure ie-give-such a notice. Each ineurancepeiiey also shall include en'endersement previdirig liner in fairer ef Lender will nevi be impaired in any way by any acl, emissien or defauli of Grenier er any mire-r person. in canneciien with all pelieies ceuering 'e'ssele in white Lender ?elds or is e?ered a security inieresi. Grenler wil! previu'e Lender with such loss payable or ether endememeele as Lender may require. if Grenler er. any time fails {a obtain er mainiain any insuranee as required under this. Agreement, Lender may (but shall nei be 'sbiigalee is} such insurance as Lender appropriate, including if Lender se chooses "single inieresi insurance," which will never eniy Lender?s inle-reet in the {Selieie-rai. Apeliceiion of insurance Preceecls. Granler shall prompiiy notify Lender of any loss er damage 20 the Cellaierel if tire esiimeled. creel of repair 0r reel-acemeni exceeds ?009.09, whether or ne?l such casually or less is covered by insurer-ice, Lender-may make ?res? or? less if Grenler fails la er: en within ?fteen clays er ihe casually. All preceerls 0f any insurance on the Gelielerel, including accrued emceeris irrereen, shall be held by Lender as part 0? {he li Lender in repair or replacement ef the damaged or destroyed Gelleierel, Lender shell, upon satisfactery proof ei expeneiture, grey or reimburse Granior from {he preceede fer lire reesenabie Casi ef repair or resiereiion. l'l' Lenderdues not censenl ii) repair er replacemeni cf {he ?ellaierei, Lender shell reiein eul?eieni? ameuni of the lo pay all of lire indebtedness, and sir-ell pay rile balance in Granier. An}; whisk have nei been disburseci wilriin six monihs ailer their receipl and which Grenier has rial cummiiled to {he repair or resierelien ef the Celialerai shall be used ie prepay she indebtedness. insurance Reserves. Lender may require Granler re mainiein with Lender reserves. fer paymen?l of insuranca premiums, whicn reserves shall be creaierj by payments from Granier or a sum eelirneled by Lender ie be s?rri?ficieni re eroduce,_ai least ?fteen days before the premium {lee dale, emeunls at lees: the insurance eremiume is be paid. if ?fteen Sj'deys 'befere payment is due, reserve funds are insufficient, Greater snail upon demand grey an;i deiicieney {0 Lender. The reserve runes-shell be neid by Lender as a- general deposit and sheilconsiiluie-e nen-inlereSi-bearing eceeunr Which Lender may satisfy by payment of the lnsurance'pr?erniums required m' be paid by Grenlor as they beerlme clue, Lender doeenni. held the reserve funds in true}: fer (Brenton anti Lentier is not the agen?: Di Grenier for paymenl of the insurance premiums required ie be pale by Granier, The reer?ierislhiliiy for me payment 0i premiums shall remain Greeters sale insurance?eperis. Grenler, upon request (if Lender, shelifemisl-i to Lender repar?is on each exieiing pulley er insurance enewi'ng such ilrfermelien as Lender may re'ae'enebly request including me fellowing: fire name ml the ieeurer; ihe risks insured; ihe-ameuni er ihe policy; me properly insured; {he 'liien Curreni'ualue an the basis of which ineurenee nae'been obtained'ene lire manner determining iner'vel'ue: end l8} lire eirpiraiien dale of the galley. in Grenler shall ripen request by Lender (newever net mere alien ihari annually) have an independent appraiser selisieciory to Lender deier'mine, as epelicaele, lire cash value or replacement. cost .ef lne Gellelerai. Financing Statements. Granior Lender re me UCC financing statement, er alierneiively, cepy-ei this Agreemeni in: perfect tempers eecu'rliy interest. Ar Lender's request, Grenlor slidilierielly agrees ?re Sign all other documents ?lial are necessary to perfect. and cerilinue Lender?s security 'iniere'si in the Properly. Grenler will pay all filing fees, tiile transfer fees, and .elner fees and crisis ine'elreri miles-e p-rehibiied by leer er unless Lender- le requirerzl try law i0 pay such lees and tests. Granlor irrevecabi'y eppeinis Lender to execute decumenle necessary in. transfer rifle iflhere is a default. Lender may ?le e-eepy of {his Agreement as a ?nancing eielemeni. T0 AND T0 Until default and. excepi es' ei?lie'rWlse marveled below with respe-Cl' in aceeunls, Greniur may have eeseessien 9i lne tangible persuriei preuerly and bene?eiel use of all the Ceileieral and may use it in any lawful manner eel ineensisienr. with this Agreement er She Referee Basements; previeed that Granier?s right in possession and beneficial use seen nei apply ie err-y Gellererel where peesessien ef the Celleieral by Lender is required by leer to perite Lender?s security. interest in such Cellalerat Unlil elher?wiee noti?ed by Lender, Gren'ier may celled any of lhe Collateral consieiing of ecceunls. er any time and alien {lieugii rie Euenl ei- Lender may exercise its rights to celleel'ihe accounts and {e eerily ease-uni deblrirs- re make payments direeily to Lenrier fer epelicaiien it: the lndebleclnese, 'lf Lender ei any time has passessie? {if any Cellalerel. whether berere or after an Evenlgi Derek-ii. Lem-e; shag he deemed lo have exercised re-eseriebie care in lire cusredy and the Ce?llaiere?l if Lender relies such aiciien for that purpuse as. Grenier shall request Cir esi.ender,in Lender?s sale discretion, shall deem e?perepriEEe under me circumsrenses, but failure in nener any request by Graniorehell not or? iiseil be deem-ed it: be failure in exercise reasenelile care. Lender shall nel bereeuired l0 lake any-siege necessary le preserve any rights; in the Cellelerel againsi prior parties, nor is preieer. preserve er rneinlein any security inleresr given re secure. the indeeiedness. if any eclien er proceeding ie [summarised ?ller Winnie malerielly effect Lender?s interest in the Collateral erif (Brenth i?eiie? to comply With any Qrerisien' of this Agreement or any Releled ?eeumenls, including but not limited ?iG Grenier'e failure it: rilecharge er pay when due any amounls Gren?icar is required to discharge er pay under inie Agreemenl er any Related Baeumenie, Lender an Granter?e? behalf may (but shall net be ebligeiee re} lake any aslien mar Lender deems epprepnele, inclu?lng but nel limiter} i0 discharging er- paying all iexes, liens, security iniereels, eneumbrerrces and eiher claime, at any lime levied or placed era lne Celiaierei and paying} all crisis fer- insurirrg, meinieinlng and preserving the Ce'll'aierel. All such expendirere?s incurred er paidby Lemar ier'such pus-passes will 'lhen bear interest at the rate charged under the Hole lire dare incurred-er paid .331 Leneer the dale (If repayment ey Grenler. All such expenses-will beme a perr Cline indebtedness enri, er Lender's option, will be payable on demand; be resided re lire balance of ihe Note and be erspurlieneil. among and be payable with any'ins?rellmeni'peymenls in become due during eiilrer the term of any applicable insurance policy; or lire remaining term er the Male; or (C) be irealed as bellow. payment which will be sine and payableel-ihe Hale?s maturity. The ?greemen?i'also will secure paymeni of lhese ameunie. Seen- right shall be in edeilien ie all eiher rights and remedies t0 which Lenee-r may be entitled upon Deleuli. DEFAULT. of ine-ieilewing shall an Evenl'ef Dela-all under ibis agreement Payment {?e-fault- Greeier fails it: make any payment when due under-lite lndeeledness. {Emer?el?eulrs {Sranierfaile is with 'or re perform any eiher ierm, Ubiigeiien, cevenani er eenrl'itien contained in this Agreement or Lean eon-neneini. {Con?nne?} Fege 3 in any of the Documents. or in cornin with or in perform any term, obiigaiion, covenant or conigineri in any other .agreemeni beiween Lender enci- Granior. Befauii in Favor of Third Parties? Any guarantor or Sran?inr {ire-fauna under any man, exiens-inn of credit. securiiy a-greenieni, purchase or saies agreemeni, or any 'agreerngni, in favor of. any other creditor or persnn that may ma?ieriaiiy affect any of any guarantors or Grenior?s preperiy in perform iheir respeeiive ohiigeiione under his. Agieemeni or any of ihe Doeurnenis. Faise staiemenis. Any werreni-y, represenieiinn or statement made. or furnished in Lender by Granior or en Granior'e he'iieif nnrier Agreemeni or the Documents is feise or misleading in any maieriai respect, eiiher now Or aiihe time made. er furnishedor becomes iaise or misieading at any iime thereafier. Defeciive This Agreemeni or any of ihe Rainier} Documenis senses in he in fuii force. and ei?iect (inciuriing of any documeni- to create a v'eiid and perfected security iniereei or iien} at any 'ii?rne and for. any reason. ineoivency. The of Granior (regardiess of whether eieciinn in coniinne is mane}. any member withdraws from ihe iimiieri company, -or any other iermineiion of Grantor?s existence as a going business or i-ne death- Grenior, i?n?e appoinirneni or? a receiver for any part or? Grenier?s property, any assignmeni for workout, or ihe commencement of any proceeding under any be'nirrupic?y or ineoivenoy iaWs by or any member, the inanieency of the bene?i of creditors, any iyne of 'orediior or against Granion ?rediior or Forfeiture Proceedings, commence-mom of foreclosure or forfeiture. proceedings, wheiner by proceeding. SEW-help. repossession or any oiher meihnn. by any of Granior? or by any governmeniei agenCy against any securing ihe indebtedness. Thie ineiudee a garniehrneni of any of Grantor?s eceo'unis, including deposii' accounts, with. Lender. However, this Eveni of Defe-uii sheii mi. ep'piy if there is a goon faith dispute oy'Grani'o'r as in the reiidii?y' or reea'nnahieness of the ciairn which is ihe basis of ihe creditor or iorfeiiure proceeding and if Gr'anior gives Lender notice of the creditor or and denosiis wen-Lender monies or a soreiy bond for ihe creditor er in?nitive proceeding, in an amou'ni determined by Lender, in discreiion, as being an adequate reserve nr bond for the dispute. Events Affecting Guaran'inr. Any of the preceding events occure' wiih respeci to any Guaranior of any of ihe indebtedness or Gueraninr dies or becomes incemp?ieni or revokes or dispuiee the vaiidity of, er under, an}: Guaranty oi the indebtedness. Adverse Changer A. maieriai adverse. change occurs in Greninr?s ?nanciei or Lemier believes-i316 nrnepeci of payment or performance-of the ineebiednese is. impairen. insecurity, Lender in good faith beiieves iiseif insecure. Cure Provisions. if any other inen a ciefeuii: in payment is. cnrahie and if Granior has not been given 8 or a breech of fire same: proxiieinn of this Agreement within the preceding; twelve months, ii may be cured if Grenior, eiier Lender sends notice in Brenior demanding cure of such ate-innit: cures the defanit-wiihin ien days; or (2) if the-cure requires more ihen-ien days, initiates sieoe which Lender deems in Lender's niecreiion in he .snf?cieni in cure the rieianii and {hereafter nominees and compieies rea'sona-bie and necessary siege sufficient in produce corripiience as soon as reasonabiy practicai. RiGi?iis ens: REMEDIES 0N if an Even: oi Eefauii occurs under me Agreement at any time Lender shaii have ail ine righis of a secured party under ihe Finride? Uniform Cone. of the renewing righis and remeoies: in addition and without Lender may exertise any-one or mere Lender may deciare ine eniire indebiednees, innind-ing any prepayment peneir; which Granior would he required in due and payahie, wi?inoni neiice of any icinri to Grantee?. Aesemh?ie Lender may regains (Bremen to d-eiiver to hender- or any portion of me. Coi-iaierei and any and of and other documen?is reia'ii-ng to ihe Enii?eierai. Lender may reigning .Granior in aese?rnhie ihie and make it avaiiebie in Lender a: a. piece in be designeied by Lender. Lender aisio sneii have {3on to enier- Lian the progeny of Grantor to take poeseesion' of zine remove the if'ihe Coiieter-ai contains. other goods not severed by this; Agreement ei the time of repossession, Graniur agrees Lender may take such oiher goods, provided inai Lenner makes reasonabie efforts in 'reiurn them in Gran-inrafier reoossession, Coiiaterai, Lender snail have fuii power to seii, iease, irensier. or otheniriee deei'wiih the or proceeds inereoi in Lender?s- own name'or thainf Granior. tender may seii e'i eneiion or priveie eerie. Uniese she. inreeiens in deciine sneer-lily in vaiue or is ofa-i?ype oustemeriiy min on a recognized market, Leaner give Brenton and other persona 3e required by law, reas-nnahie nniice of ihe iime end piece of any piibiio'seie, or iime afier which any privaie or any other of ihe-Cniieterai is in he made. Howe'irer, no notice need be provided to any oereon whn, after Even: of Defauii occurs, eniere into and an agreemeni waiving the-i person?s. right to notification of saie. The requiremenis 0i- reasnnebie noiice ehaii be met if such notice is given at ran (16} day's beiore ine iime of the saie or Ail expenses reiniing in of the including wiihoui exraenses of reigning, mining, insuring, preparing for saie and the G'oiiaterai, eheii become a part of ine innehiedness secured by this egreerneni and Shaii be payahie on demand, with i-nteresi 3i rise Note reie from Gain of expendiiure repaid. nepoini Receiver. in the event of a suit being to foreeiose ihis Agreement. Lender eheii be to appiy at any time penning such fore-cinema suit in the smurf having iuriediciion {hereof for the appointment of a receiver'm? any or of the anti of ail rents; incomes, pro?ts, issues and revenues from whatsoever source. The pariiee agree that me couri shaii forthwith appoint seen receiver wiih- ine usuai {miners enri duties of receivers in C3883. Such apnoinirneni shaii be made by ihe tour! as. a rneiier of sirici' right in; Lender and wiihout when in Granior, end wiihoui reference in {he adequacy or inadequacy or me vaine of ine or to Grantor?s soivency Cir-any niher parry defendant to such suii. Gran-tor hereby speei?caiiy waives-ihe right to object to me annoinimeni of a receiver and agrees ihai such ennoinimeni shaii he rnade es en equity and as a matter oi? righi io Lender, and- consenie in {he appointment of any of?cer or empioyee oi? Lender as receiver. Lender eneii have inn righiio have a receiver .nppoinied ro rake pnesession of or any {Jeri of ihe with the power to proieci end presanre the in energies the Cniiei'erei preceding foreeiosure or gale, and in the rents from the and npniy proneerie, over and norms cost nf the againsi the indebierinese. The receiver may serve wiineui bone by iaw. Lender?s right mine: appointment of a receiver shaii exist whether or noi- ine apparent wine of the Exceeds 'ihe indeb?ednees by a substantiai ernnuni. Empioyrneni by Lender eheii no? aisguaiify a person from serving as a receiver. Connor-Revenues; Ara-ply Aceounrsr Lender, either iis?eif or ihrou?gh a receiver, may payments, rents. income, anni revenues from ihe Len-ear may at any time in Lender?s d-iscreiion transfer inio Lender's own name in that oi Lender?s. naming: anti reoeive the oeymenie, rents, income. and? revenues iherefrorn and mid ihe same as seoeriiy for {he indebtedness or app'iy ii to paymeni of ihe indebierinees in each order of preferenw as Lender may determine. insofar. as the consieis or .accnunie. generai iniangihiee, insurance policies, ineirurne?nis, paper, theses in notion, or Simiier progeny, Lenrier may deinanri, eniient, receipi for. genie, compromise, edi'uei, sue: for, iored'ose, or re'aiiz'e on the as Lender may determine, Whether (Jr-nor indebtedness or Coiia?ierai is ihen one. For purposes. Lender may, on o'ene'ii or and in ihe name 91? {Brenton ripen anti dispose or mail addressed in Eranior; change any address to which men and oaymenis are to be sent; endendorse noiee, checks, draiis, money orders, documenie oi insimmenis and items perinining to payment shipmeni, or sterege of any To Lender may notify account debt is and obiigors on. any Coiin'ierai to inane payments direoiiy to Lender, Obtain Deficiency. ii Lender cho'osee io seii any Cir an of the Co'iie?ierai. Lender may ebiain a judgment againei Granior for any deficiency remaining on me indehiednees one in Lender after of'aii receiver} from ihe exercise of ihe righie provided in ihie Agreemeni, Granior shaii ixe iiehieior a de?oienoy Even if ihe irensaziin'n desoriheci in ihie su?iiseoiinn is seie of accounts or naper. Diner Righis and Remedies. Lender enaii have ihr: rights and remedies of secured creciitor under ihe previeione of me uniform Commercial Code, as may no emenrieci from time in time.- i'n Lender eneii have and may erremise any or inner righis and remedies it may have avaiiahie ai law, in equity, or ninemiiee. Eieciion of .Remeeies. Excepi as; may be in: anpiioabie innit. oi Lender?s righie and remedies, whether evidencted by this Agreement, inn Related Documenie, or by any miner writing, sheii be and may be exercised singuieriy or nonsurr'eniiy. Election by Lenrier to pursue any'rernedy snaii noi encioee pureuii _of any oiner remedy, and en to make-expenditures or in take aniion to perform an ooiigaiion-or? Granior Linner this Agreement, e?er Grantor?s; faiiune in snail no: affeei Lender?s right in declare a and exercise remedies. Tire foiiowing misceiianeoue provisions are a pan. of ihie Agreement: Amenomenis. This Agreemeni, wiih any Goeurnenie, ihe entire undersienriing anti agreement of the parties as to ihe maiiers ionin in this Agreement of or arnencimeni in thin Agreement e-haii he effeeiiv'e unless given in zine-signed by ihe- perry or parties snughi__ro be charged or hound by the eiiereiion or amendment. . Attorneys? Fees; Expenses. Granior to pay Linen. demand of Lender?s costs and expenses, incind-ing Lender's reasonabie aiiorneys? fees and Lender?s iegai expenees, incurred in connectinn with ihe enforcement of Agreement Lender may hire or pay Someone eise in hair: 'enmrne this Agreement, and Gra-ni'or shaii pay the crisis and expenses of soon eniorcerneni. and expenses SECURWY Loan No {?en?iinneri} Page 4 iriciude en are reaeima ?e a and iegai expenses. wheiner or nei is a Lawsuit; ineiuding reesenebie arinrneys? fees. and iegai expenses bankruptcy (inciuding efforts in mneiiy 0r any auinmetie stay er injunction), appeai-s, and any anticipated posiuiuri'gmeni' entieiztian semieesy Granter aiso pay nil nomineeis and such additions! fees 35? may be directed b3; the mini, Ceptinn Headings. Caniien headings in this Agreemeni are ferr-ecrnyenienee purnoses 0:21}! and are not to be used to interpret Dr define the provisions or this Agreement Gaverning Law. This Agreemeni be governed by fe?erai Jaw applicabie tn Lender am}, to the extent net preempted by fer?erai iaw, the laws the State inf Fibriria regard in its wri?icts; er Saw previstions. This Agreement has been aesepied by 'Lentier in the State of Fiqric'iat Chaise ni? Venue. if there is iawsuit,- Graniar agrees upon Lenrier?e requeet to submit in the oi the semis nf Leon Ceuniy, State- of Fiorida. No waiver by Lender, Lenny snail not be ?eemed it: have waived any rig-iris under this Agreement uniess such waiver is given in writing and signed by Len?ert Ne neiay or omission en the part 0? Lender in exercising any right she? npe'raie as a. waiver pi such right 0r any ether right. A waiver by Lender'nf a provision ni this Agreement enaii net prejudice ercnnetiture a weiirer of Lender's right otherwise in demand eirici compliance that provieien er any niner previsien of this Agreement. No pricr'waiver by 'Le'nrier, ner- any ceurse 0f dealing bent/ear} Lender and Gren?ier, shaii a waiver Bf any of Lender?s rights nr sf any of Grantor?s 'ebiigeiions as it: any 'fuiure transactions. Whenever the censent ef Lender ie required under this Agreement the granting sum eeneent by Lender in any instance si'iaii m: cone?tete continuing tenseni in subsequent instances Where siren consent is require-e and in cases such censeni may he gren?ied er witrineid in the sole discretion of Lender. ?eticee, Any netiee required to be given under this Agreement shaft be given in writing; and man be effective when deiivereri, when actuaiiy received by {eiefacsirniie otherwise required by iewif when deposiied with a netionetiy rewg?nieed avernighi courien er. if m?aiieri, 'wnenn'ep'eeiterj in She Uniteci States merit as ?rst mess. certified Ur registered meii pestege prepairr? riirecied to the aridressee erwwn near the beginning Agreement. Any party may change its address fer netices Liridef this Agreement by giving wriiten notice tin-tire ether peniee. Specifying that the 0i the notice is in change the perty?e address. For notice pirmesee, Granior agrees ie'ke?ep Lender iniorr?neai at ail times (if Grentnr's curreni-aeidress, Uniess ciherwise provided required by iaw, if there is more men tine Granicrr, any notice given by Lennar'i'a any Granmr is deemed to be notice given in ail Sranierst . iner of Attamey. Granter hereby appeinie Lender as Graninr's irrevocabie aiiorney-in?iaci far we of. executing-any tie-currienis necessary in perfect, amend, er in continue the. interesi granied in this Agreement or in demand terminaiinn ni? filings of other secured _pnrtiee.- Lender may at any time, and witheui further euthnrizaticn from Sir-anion a carbnn, photeg?ra?ehie or (liner reproduction {if any financing; statement or ei this Agreement fer use as a financing statement. Granier reimnurse Lender far '51! expenses fer the perfection and the enniinuatian (3f the Qi- Lender?s security interest in the if .3 minis? competent jurisdic'iien ?nde'any previei'eri (ii-tine Agreemeni to be irwaiid,_ er unenforceable 35 in any -cireum5ienee,.tnei iindirrg'sbaii net make the n?ending provision invent: or unenierceabie are in any mire-r circumeiance? ii'ieasibie? the nifending prevision shaii be considered modifies so ?rst it becomes iegei, vaiid- and eninreeahie. if we eifenn?ing pr'nvision tannin be so modi?ed} it sh?aii be censiriered irern this Agreement. Uniess otherwise required by iaw, 'ihe or (if any previeicin bf this Agreement ehaii not affect ihe iegaiity, 'vaiidiiy er 02? any ether previsinn of this Agreement Seteessers and Assigns. Subject to any 'ir?mitetiens stated in this Agreement err transfer in? Greninr?s interest this Agreemeni Shaii be binding upon and inure in tire bene?i attire parties, their successers anti assigns. if ownership of the beenmee. vested in a person ether {hen Grantora Lender, wii'hnut netice in Granior. may deei with Sraniorfs successors with reference to miss Agreement em; the indebtedness by way of forbearance er exiensiun withmri rehearsing; Granisr the ebiigations of this Agreement nr under the indehierfness. Survival of R'enreseniatiens anti Warranties, Ail warranties! and agreements made by Granior in this Agreement snail survive the execuiion and semen: of inis Agreement, enali be continuing in name and ehali remain in fi?rii farce and such-time es-Grenter?e indebtedness she? be rigid in frail; Time is m? the Essence. Time is cu? {he essence in the this Agreement. The wards and ierms shallhave the iniiewing meanings when risen in this Agreement Un?ie'ss speci?caiiy stare-d in the cannery, ail re-ferenees te deiier amnunte enaii mean amnur?s. in iawfui money of the United Sissies o'f rimerice. Wer?e and terms used in ihe singuiar e'haii ineiude-tne pinrei, and the piurai 'shaii tire singuia?r, as the context may require. Wards; and terms net ntherwise de?ned in this Agreement shaii have the meanings attributed in such terms in the Uniform Cnmmerei'ai Cede: Agreement The ward ?Agreerne'nf' means this Cummercia! Security Agreement, as Cemmerciai Security Agreemeni'may be amended or from time in time, together with exhibits and seneduies attached i0 this Cenirnereiai Seeuriiy Agreement frem time to iirne. Barmwer.? The word "Berrower" means CENQUEST LLC and ineiudee co-?signers and coirnai?ers signing me Nate and mi their successors and assigns. Beii?aterai. The worn means 33! {if Grenter?e right, titte and inieresi in and in the Ceiiaterai as ?eecriheci in {he sentinn of this Agreement. Default; The word means Befauii set form in this Agreement in ma seciinn titted Erwimnmentai Laws. The wer?de? ?YEmiirGrinientai Lewis" mean any and ail steie, iederai and. ineai statues, re uteri-one and ordinances retaiing to tire pretectien cir- nriman or ine envircnm'eni, ineiuding wiincui limiter-ion Comprehensive Envirnnmeniei Response, Campenseiion, and Ant of 1980, as amended, ~42 USE. Seciinn 9681, et seq. the Superfund Amendments ane Reeutneriza?enAct of 1988, Pub? Li Na, ii?ie Hazarrisue Meieriais Traneperietion Act, 49 ?2.83. Sect-inn 1801-, et sear, the aneemeiinn and Recevery Act? 42 ELSE. Section 6801, et each or sitter eppiicabie state or federei iawe, rates, or regui'niione adepter?i pursuant tfiereiet Event or .Dei'auit. The words ?Event Sefatiti" mean any 01? the evenie of defauit set forth in this. Agreement in'ihe?efeuit section {if this egreEm-eni, (Brenton The word "Granter" means LLC, Guarantor, We word wriaranier? means any guerenier, surety, 9r accommedeiicn parry 0f any- er er the innebiedness. (Sumerian. The were ?Giraraniy? means the guaraniy irnm Guarantor in Lender, inciuding 'aguerenty bf an or part we Note. Hazardous Su?sm-ices. Tire Wards "H-ezardeus Substances,? mean meteriais met, necause ef their quantity. cuneenireiien or physica'i, chemical er infectinus cheracieristiest- may sense or pose a preseni er geraniiei hazard in human heaith. er ine when Used, ireaied, stored. eispesari 0i, generated. manufactured, ireneponed or stherwiee bandied. The wards "Hezerdeus Substances" are used in their very broadest sense and intimate without any and aft hazardous er tnxic euhsiences, maie?riaie nr waste as defined- by or Under ir_se_Em+ironmeniai Laws. The term "Hezar?aue Substances" aiscr irieitrdes, witheui petroieum and petrcieem by?preufueis Gr any irecticm ihereai and asbestes. indebtedness. The word means the. indebtedness evidenced'ny the Note er Reiated Documents, incieding prineinaiand inieresi ingeiher with other indebtednEee and nests and expenses fer-which Granter is responsi?ie under this Agreemeni'cr Lander any the Documents. Lender? The word "Lender" means CAPITAL QTY BANK, its; Sunsese'nre anti; assigns. Note, The. word ?Note? means ihe Nate ?ated December 20, 2013 and executed by CONQUEST Hg: in the principal amnuni of $153,009.00, together with of, extensions medi?eatiens of, re?riencinge of, coneeiideiiene of, and sebstituiions for the neie or Credii agreement. Pmperiy. The werd ?Prepsriy? means of Granter?s right, iitie and interest in and in ine Prnpeity as describee in We "Ceiiaterai Description? section ni this Agreement. necuments'. The words Basements" mean ail-promissory nnies, cre?ii agreements; inen agreemenie, envirenmeniat agreements, guarantee security agreements, mortgagee neerie (if trust; secririiy deeds, mortgagee and other ineirumenis. agreements anti new-merits, Whether new or hereafter exiei?rng, execuied in cannec?iinrr with'tire GRAHTQR H?is READ AND ALL THE 0F SECURITY AGREEMEMT EKGREES TO THES AGREEMENT 13- DEED QECEMEER 29, 2313.- COMMERCIAL SECURITY AGREEMENT (Continued) Page 5 GRANTOR: CONQUEST LINICS, LLC By: JACOB . VANLANDINGHAM, ?Mmf?jing Member of CO, QUEST CLINICS, LLC LASER PRO bushy, V-r. 13,113,624 Cnpf. H-mnd Inc, i357, 2BIJ. All Rights - FL TIE-76102 PR-HO