TO MAKE THE
STATEMENTS HEREIN OR THEREIN NOT MISLEADING.
THERE IS NO FACT KNOWN TO ANY
OBLIGOR WHICH WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(J)
SUBSIDIARIES, VENTURES, ETC.
EACH DEBTOR HAS NO
SUBSIDIARIES, AFFILIATES OR JOINT VENTURES OR PARTNERSHIPS OTHER THAN THOSE
LISTED ON SCHEDULE 6(J) AND SUCH SCHEDULE SETS FORTH THE JURISDICTION OF
ORGANIZATION OF EACH SUCH PERSON AND THE PERCENTAGE OF SUCH DEBTOR'S OWNERSHIP
INTEREST IN SUCH PERSON.
(K)
MATERIAL AGREEMENTS.
NO DEBTOR IS A PARTY TO ANY INDENTURE,
LOAN, OR CREDIT AGREEMENT, OR TO ANY LEASE OR OTHER MATERIAL AGREEMENT OR
INSTRUMENT, OR SUBJECT TO ANY RESTRICTION IN ANY OF ITS CONSTITUENT DOCUMENTS,
WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT. NO DEBTOR
IS IN DEFAULT IN ANY MATERIAL RESPECT IN THE PERFORMANCE, OBSERVANCE, OR
FULFILLMENT OF ANY OF THE OBLIGATIONS, COVENANTS, OR CONDITIONS CONTAINED IN ANY
AGREEMENT OR INSTRUMENT MATERIAL TO ITS BUSINESS.
(L)
COMPLIANCE WITH LAWS.
NO DEBTOR IS IN VIOLATION OF ANY LAW,
RULE, REGULATION, ORDER, OR DECREE OF ANY GOVERNMENTAL AUTHORITY OR ARBITRATOR,
THE VIOLATION OF WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(M)
TAXES; GOVERNMENTAL CHARGES.
EACH OBLIGOR HAS FILED ALL
FEDERAL, AND MATERIAL STATE AND LOCAL TAX REPORTS AND RETURNS REQUIRED BY ANY
LAW OR REGULATION TO BE FILED BY IT OR HAS EITHER DULY PAID ALL TAXES, DUTIES
AND CHARGES INDICATED DUE ON THE BASIS OF SUCH RETURNS AND REPORTS, OR MADE
ADEQUATE PROVISION FOR THE PAYMENT THEREOF, EXCEPT FOR ANY SUCH TAXES, DUTIES OR
CHARGES WHICH ARE BEING CHALLENGED OR DISPUTED BY ANY OBLIGOR IN GOOD FAITH AND
PURSUANT TO APPROPRIATE PROCEEDINGS.
- 15 -
(N)
SECURITY INTEREST.
EACH DEBTOR HAS AND WILL HAVE AT ALL TIMES
THE POWER AND AUTHORITY TO GRANT A SECURITY INTEREST IN THE COLLATERAL TO LENDER
IN THE MANNER PROVIDED HEREIN, FREE AND CLEAR OF ANY LIEN, SECURITY INTEREST OR
OTHER CHARGE OR ENCUMBRANCE, OTHER THAN PERMITTED ENCUMBRANCES. THIS AGREEMENT
CREATES A LEGAL, VALID AND BINDING FIRST PRIORITY SECURITY INTEREST (SUBJECT TO
PERMITTED ENCUMBRANCES) IN FAVOR OF LENDER IN THE COLLATERAL SECURING THE
INDEBTEDNESS. POSSESSION BY LENDER OF CERTAIN TYPES OF COLLATERAL FROM TIME TO
TIME OR THE FILING OF THE FINANCING STATEMENTS DELIVERED PRIOR HERETO OR
CONCURRENTLY HEREWITH BY DEBTOR TO LENDER WILL PERFECT AND ESTABLISH THE FIRST
PRIORITY OF LENDER'S SECURITY INTEREST HEREUNDER IN THE COLLATERAL (TO THE
EXTENT THAT PERFECTION CAN BE ACCOMPLISHED THROUGH THE FILING OF A FINANCING
STATEMENT OR THE POSSESSION OF SUCH COLLATERAL) OTHER THAN FOR THE PERMITTED
ENCUMBRANCES.
(O)
LOCATION.
EACH DEBTOR'S CHIEF EXECUTIVE OFFICE AND THE OFFICE
WHERE THE RECORDS CONCERNING THE COLLATERAL ARE KEPT IS 1291 SW 29 AVENUE,
POMPANO BEACH, FL 33069.
(P)
ENVIRONMENTAL MATTERS. EXCEPT FOR MATTERS DISCLOSED IN WRITING
TO LENDER:
(I)
NOTICE OF NON-COMPLIANCE.
EACH DEBTOR AND ALL OF ITS
PROPERTY AND OPERATIONS ARE IN FULL COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL
LAWS, EXCEPT WHERE NON-COMPLIANCE COULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT. NO DEBTOR