RAYMOND JAMES BANK, N.A. SECURITIES BASED LINE OF CREDIT AGREEMENT

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1 RAYMOND JAMES BANK, N.A. SECURITIES BASED LINE OF CREDIT AGREEMENT THIS SECURITIES BASED LINE OF CREDIT AGREEMENT (as it may be amended, supplemented, or otherwise modified from time to time, this Agreement ) is entered into by and between RAYMOND JAMES BANK, N.A. (the Lender ), the Person or Persons identified as Borrower or Co-Borrower (individually and collectively the Borrower ), and, if different, the Person or Persons identified solely as Pledgor or Co-Pledgor (each, a Pledgor and together with the Borrower, a Loan Party ) on a Securities Based Line of Credit - Loan Application (individually and collectively, and as amended, supplemented, or otherwise modified from time to time, the Application ) and is joined in by RAYMOND JAMES & ASSOCIATES, INC. (the Broker ). This Agreement is incorporated by reference into and forms part of the Application. The Application and this Agreement establish the terms and conditions that will govern the uncommitted demand revolving line of credit established under the Application and this Agreement, as amended from time to time (the Line of Credit ) made available by the Lender to the Borrower. The Application and this Agreement shall become effective and dated as of such date upon the earlier of (i) notice (which notice may be written or oral) from the Lender to the Borrower that the Line of Credit has been approved, or (ii) the making of an Advance by the Lender to the Borrower. ARTICLE I DEFINITIONS. The definitions set forth in Exhibit A to this Agreement are incorporated by reference herein. ARTICLE II GENERAL PROVISIONS. Section 2.1 Loan Documents. Each Loan Party agrees that it has received and read copies of this Agreement, the Application, and all other documents delivered by the Lender to such Loan Party or executed by such Loan Party in connection with the Line of Credit, including, a Federal Reserve Form U-1 and the Raymond James Bank Privacy Notice (collectively, together with approval letters and any other documents delivered by the Lender to such Loan Party or executed by such Loan Party from time to time in connection with the Line of Credit, the Loan Documents ). Each Loan Party agrees to be bound by the terms and conditions of the Loan Documents. Section 2.2 DEMAND NATURE. THE LOAN PARTIES UNDERSTAND AND AGREE THAT THE LENDER MAY, IN ITS SOLE AND ABSOLUTE DISCRETION AND WITHOUT CAUSE, DEMAND FULL OR PARTIAL PAYMENT OF THE OBLIGATIONS AT ANY TIME, AND THAT ADVANCES ARE NOT EXTENDED FOR ANY SPECIFIC TERM OR DURATION. Section 2.3 USE OF PROCEEDS NOT FOR PURCHASING, CARRYING, OR TRADING IN SECURITIES. THE BORROWER AGREES NOT TO USE THE PROCEEDS OF ANY ADVANCE TO PURCHASE, CARRY OR TRADE IN SECURITIES. THE BORROWER WILL BE DEEMED TO REPEAT THIS SPECIFIC AGREEMENT EACH TIME THAT THE BORROWER REQUESTS AN ADVANCE. Section 2.4 COLLATERAL REQUIREMENTS. EACH LOAN PARTY UNDERSTANDS AND AGREES THAT ALL ADVANCES ARE SUBJECT TO COLLATERAL LIMIT AND COLLATERAL CALL VALUE REQUIREMENTS. EACH LOAN PARTY UNDERSTANDS THAT BORROWING AND USING SECURITIES AS COLLATERAL ENTAILS RISKS. SHOULD THE VALUE OF THE SECURITIES IN THE PLEDGED ACCOUNT DECLINE SO THAT THE PRINCIPAL AMOUNT OUTSTANDING UNDER THE LINE OF CREDIT EXCEEDS THE COLLATERAL CALL VALUE, THE BORROWER, OR ANY OTHER LOAN PARTY, AS APPLICABLE, SHALL REPAY PART OR ALL OF ANY OUTSTANDING ADVANCES AND/OR POST ADDITIONAL ELIGIBLE COLLATERAL AND/OR SELL OR TRADE EXISTING COLLATERAL AND/OR THE LENDER MAY SELL OR FORCE THE SALE OF THE PLEDGED SECURITIES WITHOUT NOTICE. ANY REQUIRED LIQUIDATIONS MAY INTERRUPT THE LOAN PARTY S INVESTMENT STRATEGIES AND MAY RESULT IN ADVERSE TAX CONSEQUENCES. Section 2.5 NO LEGAL OR TAX ADVICE. NEITHER THE LENDER NOR THE BROKER PROVIDES LEGAL OR TAX ADVICE AND NOTHING HEREIN SHALL BE CONSTRUED AS PROVIDING LEGAL OR TAX ADVICE OR ANY ADVICE AS TO THE ADVISABILITY OF ENTERING INTO THIS AGREEMENT. Section 2.6 Information; Documents. Each Loan Party represents and warrants to the Lender that all of the information supplied by the Loan Party in the Application, this Agreement and each other Loan Document to which the Loan Party is a party is true and accurate and further agrees to promptly notify the Lender in writing of any material changes to any or all of the information contained in the Application, this Agreement or any other Loan Document, including information relating to the Loan Party s financial situation. Each Loan Party agrees to provide updated financial or other information to the Lender as may be requested by the Lender from time to time, and agrees to execute and deliver to the Lender such additional or supplemental documents as the Lender reasonably deems necessary or appropriate to effectuate this Agreement. Each Loan Party authorizes Lender, from time to time, to obtain such credit and other reports and information as Lender deems necessary or advisable to verify the accuracy of the information in the Application, this Agreement and the other Loan Documents and to determine the Loan Party s creditworthiness and further authorizes the Lender to share such credit or other reports and information with its affiliates, including, without limitation, the Broker. Section 2.7 Information Sharing between Lender and Broker. The Lender may provide copies of all Line of Credit statements to the Broker. Each Loan Party acknowledges and agrees that the Lender may share any and all information regarding the Loan Party and the Loan Party s accounts at the Lender with the Broker as is necessary or advisable to effect, administer, or enforce, or to service, process, or maintain, any transaction, loan, or accounts contemplated by the Loan Documents; The Broker may provide copies of all statements and confirmations concerning the Pledged Account and any other account to the Lender at such times and in such manner as the Lender may request and may share with the Lender any and all information regarding each Loan Party and each Loan Party s accounts with the Broker. RAYMOND JAMES BANK 710 Carillion Pkwy St. Petersburg, FL Agreement Page 1

2 Section 2.8 Information Sharing Generally. Subject to any applicable financial privacy laws and regulations, data regarding the Loan Parties and the Loan Parties securities accounts may be shared with Affiliates of the Lender; and each Loan Party requests that the Lender share such personal financial data with Persons who are not Affiliates of the Lender as is necessary or advisable to effect, administer or enforce, or to service, process or maintain, any transactions and accounts contemplated by the Loan Documents. Section 2.9 Information Disclosure. The Lender is subject to examination by various federal, state and selfregulatory organizations and the books and records maintained by the Lender are subject to inspection and subpoena by these regulators and by federal, state, and local law enforcement officials. Each Loan Party acknowledges and agrees that the Lender may disclose to such regulators and officials information about the Loan Party and transactions under the Line of Credit, the Pledged Account, and any other accounts at the Lender or the Broker without notice to the Loan Party. In addition, the Lender may in the context of a private dispute be required by subpoena or other judicial process to disclose information or produce documentation related to the Loan Party, the Line of Credit, the Pledged Account, or any other accounts at the Lender or the Broker. Each Loan Party acknowledges and agrees that the Lender reserves the right, in its sole discretion, to respond to subpoenas and judicial process as it deems appropriate. Section 2.10 Disclaimer. The Lender and its Affiliates will act as creditors and, accordingly, their interests may be inconsistent with, and potentially adverse to, the Loan Parties interests. As a lender and consistent with normal lending practice, the Lender may take any steps necessary to perfect and enforce its security interest in the Collateral, and under certain circumstances may sell or force the sale of securities pledged pursuant to the terms of this Agreement without notice to any Loan Party. Neither the Lender nor the Broker has acted as any Loan Party s investment advisor with respect to the suitability of any Loan Party entering into this Agreement, nor will either the Lender or the Broker act as any Loan Party s investment advisor with respect to any liquidation of securities pledged and, in fact, the Lender will act as a creditor and the Broker will act as securities intermediary. Section 2.11 Pledged Account. Each Loan Party acknowledges that, if the Pledged Account is a managed or advisory account with the Broker, (a) in addition to any fees payable to the Broker in connection with such managed or advisory account, interest will be payable to the Lender on an amount advanced to the Borrower in connection with the Line of Credit, and (b) the performance of the managed or advisory account might not exceed the managed or advisory account fees and the interest expense payable to the Lender in which case the Borrower s/pledgor s overall rate of return will be less than the costs associated with the managed or advisory account. Section 2.12 Financial Advisor. Each Loan Party understands that the Lender may, in its sole and absolute discretion, compensate such Loan Party s financial advisor at the Broker in connection with the origination of the Line of Credit, and the Lender may, in its sole and absolute discretion, base such compensation in whole or in part on the amount of the Line of Credit or the outstanding balance at any time under the Line of Credit. ARTICLE III THE LINE OF CREDIT. Section 3.1 The Securities Based Line of Credit. Subject to the terms and conditions hereof, the Lender agrees to establish the Line of Credit in favor of the Borrower in a maximum amount equal to the Credit Limit. The Lender will provide notice to the Loan Parties in writing the initial Credit Limit, effective the effective date of this Agreement. The Credit Limit will be determined, and may be adjusted from time to time, by the Lender in its sole and absolute discretion, and any adjustments will become applicable to the Line of Credit in accordance with the procedures specified in Section 11.5 hereof. Section 3.2 Advances. Upon the request of the Borrower the Lender may, in its complete discretion, make Advances in accordance with the provisions hereof. Without limiting the Lender s discretion to make or decline to make an Advance, no Advance will be made if such Advance, when aggregated with principal amounts then outstanding under the Line of Credit, would exceed the lesser of (a) the Credit Limit or (b) the Collateral Limit. Until the Credit Line is terminated, the Borrower may borrow, repay, and reborrow under the Line of Credit in accordance with the terms hereof. The Lender has the right at any time and from time to time, without notice to the Borrower or any other Person, to change the percentages used in the calculation of the Collateral Limit or the Collateral Call Value in its sole and absolute discretion. The Borrower acknowledges that the Line of Credit is uncommitted and that the Lender has no obligation to make any Advances to the Borrower. Section 3.3 Discretionary Termination by Lender and Demand for Repayment of Line of Credit. Without limitation of the rights of the Lender under Section 9.1 hereof, the Lender may, at any time and at its sole option, terminate the Line of Credit by notice to the Borrower, effective immediately, and may, in connection therewith or at any time thereafter, at its sole option, demand payment of all amounts outstanding under the Line of Credit, effective immediately (in which event all such amounts shall become due and payable in accordance with the terms of this Agreement). Section 3.4 Credit Limit: Collateral Call Value. (a) If at any time the principal amount outstanding under the Line of Credit exceeds the Credit Limit, the Borrower will immediately pay to the Lender such amounts to be applied to principal as shall be required to cause the principal amount outstanding under the Line of Credit to be equal to or less than the Credit Limit. If the Borrower fails to take such actions, without limiting its right to do so at any time, the Lender may terminate the Line of Credit, demand payment of all amounts outstanding under the Line of Credit, and exercise all remedies under Section 9.2 hereof. (b) If at any time the principal amount outstanding under the Line of Credit exceeds the Collateral Call Value the Line of Credit is in a Collateral Call. If the Line of Credit ever becomes in a Collateral Call, (i) the Borrower shall immediately pay to the Lender amounts to be applied to principal, (ii) the Pledgor shall immediately sell or trade securities in the Pledged Account, (iii) the Borrower and/or Pledgor shall immediately add or cause to be added to the Pledged Account additional Eligible Collateral, or (iv) a combination of the foregoing or other actions shall occur, in such amounts as shall be required to cause the principal amount outstanding under the Line of Credit to be equal to or less than the Collateral Call Value. If the Borrower and/or any Pledgor fails to take such actions, the Lender may at any time, without notice, and in addition to any and all other RAYMOND JAMES BANK 710 Carillion Pkwy St. Petersburg, FL Agreement Page 2

3 rights under this Agreement, sell or force the sale of some or all of the Collateral contained in the Pledged Account and apply the net proceeds to amounts outstanding under the Line of Credit in order to cause the aggregate amount of principal outstanding under the Line of Credit to be equal to or less than the Collateral Call Value. In addition, the Lender may terminate the Line of Credit, demand payment of all amounts outstanding under the Line of Credit, and exercise any and all remedies under Section 9.2 hereof. Section 3.5 Evidence of Debt. The Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the Lender resulting from the Advances made by the Lender from time to time under the Line of Credit, including the amount of principal and interest payable and paid to the Lender from time to time in respect of the Advances. Entries made in good faith by the Lender in its accounts shall be conclusive evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to the Lender under this Agreement, absent manifest error; provided however that any failure of the Lender to make an entry, or any finding that an entry is incorrect in such account, shall not limit or otherwise affect the obligations of the Borrower or the Pledgor under this Agreement or any other Loan Document. Section 3.6 Advance Requests. (a) Advances under the Line of Credit may be made by wire, ACH, cashier s check, or, in the case of any Advance other than the initial Advance under the Line of Credit, the payment of a Line of Credit Check. The Advances may not be made to any Pledged Account or any other brokerage account, wherever held. (b) Requests for Advances under the Line of Credit may be made (i) upon written request delivered in accordance with Section 11.4 from the Borrower to the Lender at least three (3) Business Days prior to the proposed date of the Advance, except that the request shall be made at least five (5) Business Days prior to an initial request for an ACH advance; or (ii) made by the Borrower s execution of a Line of Credit Check in the case of any Advance other than the initial Advance under the Line of Credit. Line of Credit Checks will be provided to the Borrower following the initial Advance under the Line of Credit. (c) The initial Advance requested by the Borrower under the Line of Credit shall be in an amount not less than $55,000 or such other amount as the Lender may determine from time to time. Thereafter, each Advance to be made by wire, ACH, or cashier s check shall be in an amount not less than $2,500, and each Advance to be made pursuant to a Line of Credit Check shall have no minimum. (d) Each Advance made upon written request pursuant to Section 3.6(b)(i) shall, be made in the manner specified in such request, and upon implementation of the wire, ACH deposit, or issuance of the cashier s check the Borrower shall be deemed to have received an Advance hereunder. (e) Each Advance made pursuant to Section 3.6(b)(ii) utilizing a Line of Credit Check shall, be made as specified in the Line of Credit Check, and upon payment of a Line of Credit Check by the Lender, the Borrower shall be deemed to have received an Advance hereunder. The Lender reserves the right to dishonor a Line of Credit Check in its sole and absolute discretion, including, but not limited to, if any of the following are applicable: if (i) the Lender would not have elected to exercise its discretion to make an Advance under the Line of Credit, whether pursuant to the requirements of Section 3.2 or otherwise, (ii) the Line of Credit Check is post-dated (and in such connection, if a post-dated Line of Credit Check is honored and as a result any other Line of Credit Check is returned or not paid, the Lender shall not be liable), (iii) the Line of Credit Checks have been reported lost or stolen, (iv) the Line of Credit Check does not appear to be signed by an authorized Person; (v) the Line of Credit has been terminated, or (vi) any Loan Party is in violation of any provision of this Agreement or any other Loan Document. The Lender shall not be liable to Borrower in any way for any dishonor of a Line of Credit Check. Dishonor for any reason provided herein or for no reason at all is not wrongful dishonor. The Lender does not certify Line of Credit Checks, and is not obligated to honor stop payment orders for Line of Credit Checks (and shall have no liability to the Borrower or any other Person for not honoring a stop payment order). The Borrower agrees to notify the Lender immediately if the Borrower misplaces the Line of Credit Checks, if the Borrower discovers that the use of the Line of Credit Checks purportedly by the Borrower is unauthorized, or if another Person is using the Line of Credit Checks. The Lender shall have no liability to the Borrower if any Line of Credit Check that the Lender believes in good faith to have been signed by an authorized Person is honored by the Lender. (f) If more than one Person constitutes the Borrower, any Borrower may request Advances pursuant to the procedures contained in this Agreement, without the request, joinder, or consent of, or notice to, any other Borrower or other Loan Party, and the Lender shall have no liability to any Loan Party for complying with such request of a single Borrower and no responsibility for the use of the proceeds of the request. Section 3.7 Interest Rate. The principal amount from time to time outstanding under the Line of Credit will bear interest at the LIBOR Rate plus the Applicable Percentage in effect for such month. The interest rate applicable to principal may fluctuate daily (other than on a day that is not a Business Day) in accordance with fluctuations in the LIBOR Rate, and the Applicable Percentage may change monthly in accordance with the Market Value of Designated Assets or as notified by the Lender from time to time. Notwithstanding the foregoing, if any amount of principal under the Line of Credit is not paid within five (5) Business Days after demand, such amount shall bear interest from the date of demand until paid at a rate equal to five percent (5%) per annum above the otherwise applicable interest rate, or the highest lawful rate, whichever is less. Section 3.8 Interest Payments. Interest will be due and payable monthly in arrears, twenty (20) calendar days after the date of the statement sent by the Lender to the Borrower for such interest, as long as any principal amount remains outstanding under the Line of Credit, and upon demand. To the extent permitted by law, and without limiting any of the Lender s other rights and remedies under this Agreement or any other Loan Document, if interest charges on any Advance are not paid when due the Borrower may, in the Lender s sole and absolute discretion, be deemed to have requested an Advance in the amount of the unpaid interest (to the extent available under Section 3.2, and, for greater certainty, provided such Advance shall not cause a Collateral Call to result) and any such amount advanced will constitute principal, will be added to the outstanding principal balance, and will accrue interest at the variable rate applicable to principal outstanding under the Line of Credit. RAYMOND JAMES BANK 710 Carillion Pkwy St. Petersburg, FL Agreement Page 3

4 Section 3.9 Method of Payment. (a) All payments hereunder shall be made to the Lender on the date when due in lawful money of the United States of America and in immediately available funds. All payments shall be made by personal or business check, wire to an account specified by the Lender, ACH withdrawal from an account specified by the Borrower, or by another method agreed upon by the Lender and the Borrower. Upon receipt of any such payment, the Lender will credit the same to the Line of Credit. (b) Unless otherwise specified herein, all scheduled and other payments, other than payments of principal prior to demand or termination of the Line of Credit, shall be applied by the Lender first to any outstanding fees, then to interest then accrued, and then to principal, unless otherwise determined by the Lender in its sole discretion. (c) The Borrower hereby authorizes the Lender, if and to the extent that payment owed to the Lender hereunder has not been made when due (and interest has not been paid through any Advance made in accordance with the provisions of Section 3.8), to charge from time to time against any or all of the Borrower s accounts with the Lender or the Broker, in which event the Lender or Broker will give prompt notice to the Borrower of such charge; provided, however, that the failure to give such notice shall not affect the validity of such charge. (d) Interest hereunder shall be computed on the basis of a year of 360 days but charged for the actual number of days elapsed, or by such other methodology as is required by applicable law. Each determination by the Lender of an interest rate hereunder and the computation of interest hereunder shall be conclusive and binding for all purposes, absent manifest error. (e) Notwithstanding anything contained to the contrary herein, in no event shall the interest charged exceed the maximum rate of interest allowed by applicable law, as amended from time to time. The Lender does not intend to charge any amount of interest or other fees or charges in the nature of interest that exceeds the maximum rate allowed by applicable law. If any payment of interest or in the nature of interest hereunder, together with all other payments of interest or in the nature of interest, would cause the foregoing interest rate limitation to be exceeded, then such excess payment shall be credited as a payment of principal unless the Borrower notifies the Lender in writing that the Borrower wishes to have such excess sum returned, together with interest at the rate specified in Section (2), Florida Statutes, or any successor statute thereto, or as specified in any applicable comparable statute of another jurisdiction. Section 3.10 Late Fee. If any payment of interest is more than five (5) days late (and an Advance has not been made pursuant to Section 3.8 in respect thereof), the Borrower will pay to the Lender a late fee equal to five percent (5%) of the amount of such payment. Section 3.11 Taxes, Costs, Illegality, etc. (a) Taxes, Reserves and Additional Costs. Each payment by the Borrower of principal, interest, fees, or any other amount due hereunder shall be made free and clear of, and without deduction for, any set-off or counterclaim of any nature whatsoever and any and all present and future taxes, levies, imposts, deductions, charges, withholdings, and all similar liabilities with respect thereto, excluding income, franchise, and other similar taxes. The Borrower will furnish to the Lender, at the Lender s request, evidence of payment of any of the foregoing amounts, if applicable. (b) Additional Costs. In the event that (i) any change in applicable law or regulation or in the interpretation thereof by any government authority charged with the administration thereof subjects the Lender to any tax of any kind whatsoever with respect to this Agreement or the obligations hereunder or changes the basis of taxation of payments to the Lender of principal or interest payable on the Line of Credit (except for changes in the rate of tax base on or measured by the net income of the Lender) or (ii) there shall be imposed on the Lender by any governmental authority any reserves, capital requirements, or other condition affecting this Agreement or the obligations hereunder, and the result of either of the foregoing is to increase the cost to the Lender of making or maintaining the Line of Credit by an amount which the Lender deems to be material, relative to the Lender s profit on the Line of Credit, then the Borrower shall pay to the Lender upon its demand, which demand shall be made promptly upon the Lender s becoming aware of such increased cost, the additional amount or amounts necessary to compensate the Lender for such additional cost; provided that the Lender will use reasonable efforts to mitigate the increased cost or reduced receivable to the extent practicable unless, in the opinion of the Lender, the Lender would be likely to suffer an adverse legal, economic, or regulatory effect in consequence thereof. In the event of any request for payment by Lender pursuant to this subsection, after such payment the Borrower may exercise its right (which is available at any time) to terminate the Line of Credit and to pay all obligations outstanding thereunder. Section 3.12 Unavailability. If at any time the Lender determines in good faith (which determination shall be conclusive) that the making or maintenance of any part of the Line of Credit has been made impracticable or unlawful because of compliance by the Lender in good faith with any law, regulation, or guideline, or interpretation or administration thereof, by any official body charged with the interpretation or administration thereof or with any request or directive of such body (whether or not having the effect of law) or for any other reason, then the Lender shall give the Loan Parties notice thereof and the Lender may exercise its right (which is available at any time) to terminate the Line of Credit and to demand immediate payment of all obligations thereunder. ARTICLE IV COLLATERAL. Section 4.1 Security Interest. To secure the Obligations, the Pledgor (and each of them, if more than one) hereby grants, assigns, pledges, hypothecates, and transfers to and creates in favor of the Lender a first priority lien and continuing security interest in and to all right, title, and interest of the Pledgor in the Pledged Account, together with the Pledgor s rights in all property and assets held or credited therein now or in the future, including but not limited to certificated and uncertificated securities, securities entitlements, investment property, commercial paper, corporate debt obligations, mutual funds, U.S. government, agency, state, and municipal obligations, documents, instruments, general intangibles, deposit accounts, and cash, including any of the foregoing held in book entry form, any interests in the entries on the books of any securities intermediaries, and any certificates evidencing such securities, together with all renewals, additions, replacements, substitutions, conversions, splits, reductions, subscription rights, dividends, cash warrants, options, distributions of any kind, increases, or profits, and any and RAYMOND JAMES BANK 710 Carillion Pkwy St. Petersburg, FL Agreement Page 4

5 all proceeds of any of the foregoing (collectively, together with the Pledged Account, the Collateral ). Section 4.2 Financial Assets. The Pledgor agrees that all property and other assets credited to the Pledged Account are to be treated as financial assets under Article 8 of the Uniform Commercial Code as in effect in the State of Florida or in any other jurisdiction applicable to the Broker. Section 4.3 Financing Statements. The Pledgor hereby authorizes the filing of such Uniform Commercial Code financing statements as the Lender deems necessary or appropriate in connection with the transactions contemplated by this Agreement and the other Loan Documents. Section 4.4 Pledgor Acknowledgement of an Agreement to Credit Limit, Collateral Limit, and Collateral Call Value Requirements. The Pledgor acknowledges that this Agreement contains Credit Limit, Collateral Limit, and Collateral Call Value requirements, including at Sections 2.4, 3.2, and 3.4 hereof, all of which limit Advance amounts and impose ongoing Collateral Call Value maintenance requirements. The Pledgor and each other Loan Party hereby expressly agrees to such requirements. The Pledgor and each other Loan Party also acknowledges that the Lender has the right at any time and from time to time, in its sole and absolute discretion, to (a) change the Credit Limit, with any change becoming applicable to the Line of Credit in accordance with the procedures specified in Section 11.5 hereof and (b) change the calculation of the Collateral Limit or the calculation of the Collateral Call Value, all without notice to the Pledgor, the Borrower, any other Loan Party, or any other Person. Section 4.5 Collateral Covenants. (a) Title to Pledged Account Etc. The Pledgor will defend its title to the Pledged Account and other Collateral and its interest therein against any and all attachments, liens, claims, encumbrances, security interests, or other impediments of any nature, however arising, of all Persons whomsoever, other than the Lender. Without limiting the generality of the foregoing, the Pledgor will not create or permit to exist any further pledge, security interest, lien or attachment against the Pledged Account or any other Collateral, and will not permit the execution of a control agreement or other similar agreement, or the filing of a financing statement covering the Pledged Account or any other Collateral in favor of any Person other than the Lender. (b) Certain Entitlement Orders Prohibited; No Purchase on Margin. The Pledgor agrees (i) to not issue any entitlement orders or other instructions to the Broker that would require the Broker to transfer assets from the Pledged Account (other than as permitted by Section 4.6 below with respect to dividends and interest and other than as may be consented to by the Lender in its sole discretion) or that would result in securities being registered in any name other than the Broker s name or in securities being issued in certificate form, and (ii) to not purchase any securities in the Pledged Account on margin or borrow against any of the securities in the Pledged Account on margin. The Pledgor acknowledges and agrees that all margin features on the Pledged Account will be disabled for so long as the Pledged Account forms part of the Collateral for the Line of Credit. (c) Records Inspection. The Pledgor shall make available to the Lender any statements and confirmations for the Pledged Account that it receives from the Broker, and hereby authorizes the Broker to provide such statements and confirmations directly to the Lender. The Pledgor will permit representatives of the Lender to inspect and make copies of the books and records of the Pledgor relating to the Pledged Account and the assets maintained therein, and any other Collateral, at any reasonable time or times either with or without prior notice. Section 4.6 Voting Rights, Interest and Dividends; Power of Attorney. (a) So long as the Lender shall not have provided a Notice of Exclusive Control, (i) the Pledgor shall be entitled to exercise any and all voting and consensual rights and powers accruing to an owner of any of the securities or other property contained within the Pledged Account or otherwise forming part of the Collateral for any purpose not inconsistent with the terms and conditions of this Agreement or any other agreement giving rise to or relating to any of the Obligations; provided, however, that the Pledgor shall not exercise any such right or power if any such action could reasonably be expected to have a materially adverse effect on the value of such Collateral or any part thereof or be inconsistent with or violate any provisions of this Agreement or any such other agreement, and (ii) the Pledgor shall be entitled to withdraw all interest and regular cash dividends from securities and other property contained in the Pledged Account, but shall not be entitled to withdraw any dividends in stock or other property not evidenced by cash or if any such withdrawal shall result in a Collateral Call being triggered. (b) Upon the provision of a Notice of Exclusive Control over the Pledged Account by the Lender to the Broker, (i) all rights of the Pledgor to exercise the voting or consensual rights and powers which Pledgor is entitled to exercise pursuant to Section 4.6(a)(i) above shall cease, and all such rights thereupon shall become immediately vested in the Lender, which shall have, to the extent permitted by law, the sole and exclusive right and authority (but not the obligation) to exercise such voting or consensual rights and powers which the Pledgor shall otherwise be entitled to exercise pursuant to Section 4.6(a)(i) above, and (ii) the Pledgor shall not be entitled to withdraw interest or dividends of any kind from the assets contained in the Pledged Account. Section 4.7 Power of Attorney. The Pledgor hereby irrevocably appoints the Lender as the Pledgor s true and lawful attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time in the Lender's discretion, for the purpose of carrying out the terms of this Agreement and the other Loan Documents, to take any action and to execute an instrument which the Lender may deem necessary or advisable to further perfect and protect the security interest granted hereby. Without limiting the generality of the foregoing, the Lender shall have the right, upon the giving of a Notice of Exclusive Control over the Pledged Account by the Lender to the Broker, to vote any securities contained in the Pledged Account or otherwise forming part of the Collateral in any manner the Lender deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders. Section 4.8 Further Assurances. The Pledgor will faithfully preserve and protect the Lender s security interest in the Collateral. The Pledgor assumes full responsibility for taking any and all necessary steps to preserve and defend the Lender s rights with respect to the Collateral against prior parties. The Pledgor agrees that at any time and from time to time, at the request of the Lender and at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further stock powers, proxies, control agreements, RAYMOND JAMES BANK 710 Carillion Pkwy St. Petersburg, FL Agreement Page 5

6 assignments, instruments, and documents and take all further action as may be necessary or advisable in order to establish, evidence, perfect, and protect the pledge and assignment set forth herein or to enable the Lender to exercise and enforce its rights to the Collateral and its rights under this Agreement. Section 4.9 SIPC Protection in the Event of a Liquidation. Customer securities in the Pledged Account are protected by the coverage provided by the Securities Investment Protection Corporation ("SIPC"). The coverage is disclosed to the Pledgor in the Pledgors monthly statements from the Broker. Section 4.10 Pledged Account. The Lender will determine which account or accounts are initially acceptable to the Lender as a Pledged Account, effective upon the effectiveness of this Agreement, and shall specify such account or accounts in the notice provided by the Lender pursuant to Section 3.1. Subsequent changes to the account(s) comprising the Pledged Account shall be made in accordance with the procedures specified in Section 11.5 hereof. ARTICLE V CONTROL. Section 5.1 Control by the Lender. The Broker agrees to comply with all entitlement orders and other directions originated by the Lender with respect to the Pledged Account and other Collateral without further consent by the Pledgor, Borrower, or any other Person. Section 5.2 Pledgor s Rights in the Pledged Account. (a) Except as otherwise provided in this Agreement, the Broker may comply with entitlement orders or other directions originated by the Pledgor with respect to the Pledged Account and other Collateral without the further consent of the Lender. (b) The Broker will not comply with any entitlement order or other direction originated by the Pledgor that would require the Broker to make free delivery of any Collateral to the Pledgor or any other Person. The Broker will not comply with any entitlement order or other directions originated by the Pledgor that would effect a purchase of securities on margin in the Pledged Account or that would result in Collateral being registered in any name other than the Broker or the Lender, or in securities being issued in certificate form. (c) If the Lender notifies the Broker that the Lender will exercise exclusive control over the Pledged Account or any other collateral (a Notice of Exclusive Control ) the Broker (i) will cease complying with all entitlement orders or other directions concerning the Pledged Account originated by the Pledgor, whether or not previously permitted under this Agreement, and (ii) will cease distributing to the Pledgor interest and regular cash dividends on property in the Pledged Account if otherwise permitted. Section 5.3 Priority of Lender s Security Interest. (a) The Broker subordinates in favor of the Lender any security interest, lien, or right to setoff, including any interest in amounts due under margin purchases, it may have, now, or in the future, against the Pledged Account, assets in the Pledged Account or any other Collateral. (b) The Broker will not agree with any Person other than the Lender that the Broker will comply with entitlement orders originated by such Person, and the Broker will not execute any other control agreement or other similar agreement applicable to the Pledged Account or any other Collateral with any Person other than with the Lender. Section 5.4 Statements, Confirmations, and Notices of Adverse Claims. At the Lender s request, the Broker will send copies of all statements and confirmations for the Pledged Account to the Lender, simultaneously with the statements and confirmations sent to the Pledgor. The Broker will use reasonable efforts to notify promptly the Lender and the Pledgor if any other Person claims that it has a property interest in the Pledged Account, assets contained in the Pledged Account or any other Collateral and/or that it is a violation of that Person s rights for anyone else to hold, transfer, or deal with the Collateral. Section 5.5 Broker s Responsibility. (a) With the exception of complying with an entitlement order in violation of Section 5.2, the Broker will not be liable to the Lender for complying with entitlement orders or other directions from the Pledgor that are received by the Broker before the Broker receives and has a reasonable opportunity to act on a Notice of Exclusive Control. (b) The Broker will not be liable to the Pledgor for complying in good faith with a Notice of Exclusive Control or with entitlement orders originated by the Lender, and the Broker need not investigate whether the Lender is entitled to give an entitlement order or a Notice of Exclusive Control. (c) This Agreement does not create any obligation of the Broker except for those expressly set forth in this Agreement. The Broker may rely on notices and communications it believes to be given by the appropriate Person. Section 5.6 Indemnity. The Pledgor acknowledges that the market value of securities is volatile and unpredictable, and the Pledgor indemnifies and holds harmless the Broker and the Lender, their parent, subsidiaries, and affiliates, and each of their officers, directors, employees, and agents against any and all claims, liabilities, expenses (including reasonable attorneys fees), loss, or damage, in connection with the decline in the market value of the assets or in the timing or manner of compliance with entitlement orders or in the timing or manner of giving entitlement orders with respect to the Pledged Account. The indemnification provisions of this Article will survive the payment of the Obligations under this Agreement and the termination of the Line of Credit, and shall be secured by all Collateral that secures the Obligations under this Agreement. ARTICLE VI GUARANTY. Section 6.1 Guaranty. For good and valuable consideration, each Pledgor (other than a Borrower) hereby irrevocably and unconditionally guarantees the payment when due of all Obligations of the Borrower, including without limitation Obligations that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. 362(a) or any similar provision of applicable bankruptcy or insolvency law. This is a guaranty of payment and not merely of collection. Section 6.2 Waivers. The guarantor hereunder waives notice of acceptance of this Guaranty and notice of any Obligation to which it may apply, and waives presentment, demand for payment, protest, notice of dishonor or nonpayment of any Obligations and any suit or the taking of other action by the Lender against and any RAYMOND JAMES BANK 710 Carillion Pkwy St. Petersburg, FL Agreement Page 6

7 other notice to any party liable thereon (including the guarantor). Section 6.3 Independent Obligation. This Guaranty is an independent obligation, and action may be maintained hereon without joining the Borrower (if different than the Pledgor). The Lender shall not be required to proceed first against the Borrower or any other Person, whether primarily or secondarily liable, or against any collateral security, guaranty, or other credit support held by it, or pursue any other remedy, before resorting to the guarantor for payment. ARTICLE VII REPRESENTATIONS AND WARRANTIES. Section 7.1 General Representations and Warranties. Each Loan Party hereby represents and warrants to the Lender, and at the time of each Advance hereunder is hereby deemed to represent and warrant, as follows: (a) Due Organization, Power and Authority. Each Loan Party has the power, authority, and legal right to execute, deliver, and perform this Agreement and the other Loan Documents. If the Loan Party is not a natural person, it is duly organized and validly existing under the laws of the jurisdiction of its organization. (b) Binding Agreement. This Agreement and the other Loan Documents constitute the valid and legally binding obligations of the Loan Parties party thereto, enforceable against the respective Loan Parties and any property described therein in accordance with their terms, subject to bankruptcy, insolvency, reorganization, and other similar laws of general applicability relating to or affecting creditors rights and to principles of equity. (c) No Conflict. The execution, delivery, and performance by the Loan Parties of this Agreement and the other Loan Documents does not and will not violate any provision of, or result in the acceleration of or entitle any Person to accelerate (after the giving of notice or lapse of time or both) any obligation under, or result in the creation or imposition of any lien, charge, pledge, security interest, or other encumbrance upon any of the property of any Loan Party pursuant to any provision of, its organizational documents if any, any other agreement or instrument, any statute, rule, or regulation, or any judgment, order, writ, injunction, or decree to which a Loan Party is a party or by which a Loan Party or its property is bound or affected. (d) No Consents. No order, consent, license, authorization, recording or registration is required to authorize or is required in connection with the execution, delivery and performance or the legality, validity, binding effect or enforceability of this Agreement or any of the Loan Documents or any transactions contemplated herein and therein. (e) No Litigation. There are no actions, suits, litigations, arbitrations, administrative proceedings or investigations, pending or, to the actual knowledge of such Loan Party, threatened, against such Loan Party or any of the Collateral in which such Loan Party has rights that could (a) result in a material adverse change upon the operations, business, properties or financial condition of such Loan Party or (b) affect its ability to enter into and perform its obligations under this Agreement and the other Loan Documents to which it is a party or any of the transactions contemplated herein and therein. (f) Compliance with Laws. The activities and operations of such Loan Party are and have been in compliance in all materials respects with all applicable federal, state, local and foreign laws and regulations. (g) Taxes. Such Loan Party has timely filed all tax and informational returns required to be filed by it and has paid all taxes, levies, fees and assessments that have come due and payable, except to the extent such Loan Party is disputing such taxes, levies, fees and assessments in good faith and with sufficient amounts reserved. (h) Solvency. After giving effect to each Advance hereunder, (a) the present fair value of such Loan Party s assets exceeds the total amount of its liabilities (including, without limitation, contingent liabilities), (b) it has capital and assets sufficient to carry on its business, (c) such Loan Party is not engaged and is not about to engage in a business or a transaction for which its remaining assets are unreasonably small in relation to such business or transaction and (d) such Loan Party does not intend to incur, or believe that it will incur, debts beyond its ability to pay as they become due. Such Loan Party will not be rendered insolvent by the execution, delivery and performance of this Agreement and the other Loan Documents or by the consummation of the transactions contemplated herein and therein. (i) Residence/Place of Business. The location of such Loan Party s principal residence, if such Loan Party is a natural person, or, if such Loan Party is not a natural person, such Loan Party s jurisdiction of organization or formation, its chief executive office and, if different, the location of its principal place of business, are accurately set forth in the Application. (j) No Default. Such Loan Party is not in default under any agreement to which it is a party or by which it or its assets may be bound, which default is material in the context of this Agreement or the other Loan Documents. (k) Full Disclosure. All information disclosed to the Lender in connection with this Agreement and the other the Loan Documents and the making of each Advance hereunder is true, complete and accurate in all material respects as of the date hereof and does not omit any material facts or circumstances, which could make any of such information misleading in any respect. (l) Full Understanding. Each Loan Party (i) has had the opportunity to seek advice of counsel of its own choosing in connection with this Agreement and the other Loan Documents or has declined to do so, (ii) has read this Agreement and the other Loan Documents carefully, and (iii) is fully aware of the contents and legal effect of this Agreement and the other Loan Documents. (m) Anti-Terrorism Laws. (i) None of the Loan Parties nor any of their Affiliates is in violation of any Anti-Terrorism Laws. (ii) Without limiting the generality of clause (i) above, each of the Loan Parties and each Person who, to any Loan Party s knowledge, has or will have an interest in the transactions contemplated by the Loan Documents or will participate or benefit, in any manner whatsoever, in the Advances, is: (i) not a blocked person or specially designated national and blocked person listed in the Annex to Executive Order Nos , and and all modifications thereto or thereof (the Annex ); (ii) in full compliance with the requirements of the USA Patriot Act 2001, 107 Public Law 56 (October 26, 2001) and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and offices, related to the subject matter of the RAYMOND JAMES BANK 710 Carillion Pkwy St. Petersburg, FL Agreement Page 7

8 Patriot Act, including Executive Order effective September 24, 2001 (the Patriot Act ) and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury ( OFAC ); (iii) operated under policies, procedures and practices, if any, that are in compliance with the Patriot Act and available to the Lender for the Lender s review and inspection during normal business hours and upon reasonable prior notice; (iv) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Act; (v) not listed as a Specially Designated Terrorist (as defined in the Patriot Act) or as a blocked person on any lists maintained by the OFAC pursuant to the Patriot Act or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of the OFAC issued pursuant to the Patriot Act or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Act; (vi) not a Person who has been determined by competent authority to be subject to any of the prohibitions contained in the Patriot Act; and (vii) not owned or controlled by or now acting and/or will in the future knowingly act for or on behalf of any Person named in the Annex or any other list promulgated under the Patriot Act or any other Person who has been determined to be subject to the prohibitions contained in the Patriot Act. (iii) None of the Loan Parties, or, to their knowledge, any of their Affiliates or any of their brokers or other agents acting in any capacity in connection with the Line of Credit, (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in clause (i) above, (2) knowingly deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Anti-Terrorism Laws, or (3) knowingly engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Laws. Section 7.2 Collateral Representations and Warranties. The Borrower and the Pledgor hereby represents and warrants to the Lender, and at the time of each Advance hereunder is hereby deemed to represent and warrant, as follows: (i) the Pledgor owns the Collateral free and clear of any lien, security interest, restriction, option, or other charge or encumbrance, except for the security interest created in favor of the Lender by this Agreement, (ii) none of the Collateral has been purchased on margin or has been borrowed against on margin, (iii) the Pledgor has the unencumbered right and legal authority to pledge the Collateral to the Lender, (iv) the pledge of the Collateral pursuant to this Agreement and the other Loan Documents creates a valid and perfected first priority security interest in the Collateral, and (v) all of the Collateral is freely saleable by the Pledgor and by the Lender without any restriction, including, without limitation, any restrictions imposed by applicable securities laws or insider trading policies and none of the collateral consists of restricted stock or control stock for the purpose of applicable securities laws. ARTICLE VIII COVENANTS. Section 8.1 Covenants. Each Loan Party hereby covenants and agrees as follows: (a) Financial Statements. Upon the request of the Lender, each Loan Party will provide current financial statements, copies of any and all tax returns, or such additional financial or other information as the Lender may request. (b) Notice of Events. Each Loan Party will provide written notice to the Lender immediately upon the occurrence of any of the following events: (i) The Loan Party discovers that any representation or warranty made by a Loan Party or any other Person in this Agreement, any other Loan Document, or any other agreement, report, certificate, financial statement, or other instrument provided by a Loan Party or any other Person to the Lender in connection herewith was false or misleading in any material respect on the date when made or deemed made; (ii) A Loan Party or any other Person fails to fully and promptly perform any agreement, term, covenant, or condition of this Agreement, any other Loan Document, or any other agreement or document related hereto, or otherwise a part of the transactions covered hereby; (iii) A Loan Party fails to pay any contract obligation or any indebtedness when due, or a Loan Party fails to perform any other obligation, agreement, term, or condition related thereto or there is otherwise a default or event of default thereunder, or a Loan Party fails to fully and promptly perform any agreement, covenant, term, or condition contained in any lease, contract, or other agreement to which it is a party, other than those constituting monetary obligations, or there is otherwise a default or event of default thereunder, in each case if such failure, default, or event of default continues beyond the expiration of any applicable grace or cure period; (iv) A Loan Party liquidates, dissolves, dies, or becomes incompetent; the business of a Loan Party is suspended; a Loan Party commences, or consents to or acquiesces in, a voluntary proceeding in bankruptcy or insolvency; a Loan Party applies for, or consents or acquiesces in, the appointment of a receiver for all or a substantial part of its property; a Loan Party makes an assignment for the benefit of creditors; or a Loan Party is unable to pay its debts as they mature or admits in writing its inability to pay its debts as they mature; (v) An involuntary proceeding in bankruptcy or insolvency is commenced against a Loan Party; a receiver is involuntarily appointed for all or any part of the property of a Loan Party; or an order is entered for the issuance of a warrant of attachment, execution, distraint, or similar process against all or any part of the property of a Loan Party; (vi) A judgment is entered against a Loan Party which is in an amount exceeding $50,000.00; (vii) A writ of attachment or garnishment is issued against, or a lien is imposed by operation of law on, any of a Loan Party s property for which the amount of the claim or the value of the affected property is an amount exceeding $50,000.00; (viii) The termination, invalidation (partial or total), revocation, suspension, interruption, or unenforceability of a Loan Party s corporate existence, rights, licenses, franchises, or permits, or the transfer or disposition (by sale, lease, or otherwise) to any Person of all or a substantial part of its property; or (ix) A material adverse change has occurred in the financial condition of a Loan Party from that in existence on the date hereof. RAYMOND JAMES BANK 710 Carillion Pkwy St. Petersburg, FL Agreement Page 8

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