Common use of BORROWER REPRESENTATIONS AND WARRANTIES Clause in Contracts

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender as of the First Amendment Date that: (a) The representations, warranties, certifications and agreements contained in the Loan Documents are true, complete and accurate in all material respects as of the date hereof, provided, however, that those representations and warranties expressly referring to a specified date shall have been true, correct and complete in all material respects as of such date. (b) No Default or Event of Default currently exists under the Loan Documents and Borrower has no knowledge of any event which with the giving of notice, the passage of time or both would constitute a Default or an Event of Default under the Loan Documents. (c) As of the date hereof, Borrower does not have any claim against Lender and no offset or defense to the payment or performance of the Obligations or any counterclaim or right to rescission to enforcement of any of the terms of the Loan Documents. (d) No voluntary actions or, to Borrower’s knowledge, involuntary actions are pending against Borrower under the bankruptcy or insolvency laws of the United States or any state thereof. (e) Borrower’s execution, delivery and performance of this Amendment will not violate or conflict with any laws, rules, regulations or orders of any Governmental Authority applicable to Borrower, or violate or conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any material contract or organizational documents of Borrower. (f) Borrower has the requisite corporate power and authority to enter into, to deliver and to perform this Amendment and Borrower has all material permits, licenses, consents and agreements of all Persons necessary or required for the Borrower to execute and deliver this Agreement and perform its obligations under this Amendment. (g) The Loan Documents, as any of the same have been modified, amended and restated (including, without limitation, pursuant to this Amendment), are the valid and legally binding obligation of Borrower subject only to bankruptcy, insolvency, reorganization, moratoriums, or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to Lender as of the First Amendment Date that: (a) 4.1 The representationsBorrower on the date hereof is, warrantiesand at all times hereafter shall be, certifications the sole legal, record and agreements contained in the Loan Documents are true, complete and accurate in all material respects as beneficial owner of the date hereofCollateral free and clear of all liens, providedclaims, howevercharges, that those representations restrictions, encumbrances, and warranties expressly referring rights of others (collectively, “Liens”), other than Liens in favor of the Lender and restrictions on transfer under applicable federal and state securities laws, the articles of incorporation of Lender and any agreements among stockholders relating to a specified date the Shares (collectively, “Permitted Liens”). The Borrower shall have been truemaintain, correct preserve and complete in all material respects as defend the title to the Collateral and the lien of such date. (b) No Default or Event of Default currently exists under the Loan Documents and Borrower has no knowledge Lender thereon against the claim of any event which with other person. The Borrower will not, without the giving of notice, the passage of time or both would constitute a Default or an Event of Default under the Loan Documents. (c) As prior written consent of the date hereofLender sell, Borrower does not have transfer, assign or otherwise dispose of, or grant any claim against Lender and no offset option or defense to the payment or performance of the Obligations or any counterclaim or right to rescission to enforcement of warrant with respect to, any of the terms Collateral. If any Collateral is sold, transferred, assigned or otherwise disposed of in violation of this Section 4, the security interest of the Loan DocumentsLender shall continue in the Collateral notwithstanding such sale, transfer, assignment or other disposition, and the Borrower will deliver any proceeds thereof to the Lender to be held as Collateral hereunder. (d) No voluntary actions or4.2 This Pledge Agreement creates a valid and perfected first priority security interest in the Collateral, to Borrower’s knowledge, involuntary actions are pending against Borrower under securing the bankruptcy or insolvency laws full payment and performance of all of the United States or any state thereofSecured Obligations. (e) Borrower’s 4.3 The execution, delivery and performance of this Amendment Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral) do not and will not violate or conflict with any laws, rules, regulations or orders of any Governmental Authority applicable to Borrower, or violate or conflict with, result in a breach of, or constitute a default (with due notice under, or lapse result in the creation of time a Lien on any Collateral under, any agreement, instrument, judgment, order, writ or both) under any material contract decree to which the Borrower is a party or organizational documents of Borrowerby which the Borrower or the Collateral is bound. (f) Borrower has the requisite corporate power 4.4 No authorization, approval or other action by, and no notice to or filing with, any governmental authority to enter into, to deliver and to perform this Amendment and Borrower has all material permits, licenses, consents and agreements of all Persons necessary or regulatory body is required for the execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral), or for the exercise by the Lender of the voting and other rights provided for in this Pledge Agreement. 4.5 All certificates representing or evidencing the Collateral in existence on the date hereof have been delivered to the Lender in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Lender of all such Collateral) the Lender has a perfected First Priority security interest therein. 4.6 The Lender has a perfected first priority security interest in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by the Borrower to execute the Lender in respect of the Collateral have been delivered to the Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office required by law to perfect, continue and deliver this Agreement and perform its obligations under this Amendmentmaintain a valid, enforceable, first priority security interest in the Collateral as provided herein. (g) The Loan Documents, as any 4.8 This Agreement is effective to create in favor of the same Lender, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof. All filings and other actions necessary or appropriate to perfect the security interest in the Collateral granted by the Borrower hereunder have been modifiedduly made or taken and are in full force and effect; and such security interest is first priority. 4.9 The Borrower is a trust organized in accordance with the laws of the State of California. The Borrower’s legal name is “Broadway Federal Bank, amended and restated (including, without limitation, pursuant to this Amendment), are the valid and legally binding obligation of Borrower subject only to bankruptcy, insolvency, reorganization, moratoriums, or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remediesf.s.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to Lender the Agents, the Lenders and the Issuing Banks that as of the First Amendment Date thatdate hereof: (a) The representationsBorrower is a corporation duly organized, warrantiesvalidly existing and in good standing under the laws of the jurisdiction of its organization, certifications has all requisite power and agreements contained in authority to carry on its business as now conducted, to execute, deliver and perform the Loan Documents are trueand, complete except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and accurate is in all material respects as good standing in, the State of the date hereof, provided, however, that those representations Texas and warranties expressly referring to a specified date shall have been true, correct and complete every other jurisdiction in all material respects as of which such datequalification is required. (b) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party are within the Borrower’s corporate and other powers, have been duly authorized by all necessary limited liability company action and, if required, by all necessary member or other action, and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties. (c) The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party did not and do not require any Governmental Approval. (d) The Loan Documents to which it is a party, when executed and delivered by it, will constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and as its enforceability is subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (e) The Borrower has furnished to the Issuing Banks the balance sheets and statements of income, shareholders’ equity and cash flows of the Borrower and each of its Subsidiaries (i) as of and for the fiscal year ended December 31, 2004 reported on by PricewaterhouseCoopers, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2005, in each case certified by an Authorized Officer of the Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of such Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) of the first sentence of this paragraph. Other than as disclosed in any Public Disclosure, since June 30, 2005, there has been no material adverse change in the business, assets, operations, or financial condition of the Borrower and its Subsidiaries. (f) Except as set forth on Schedule 2 hereto or as disclosed in any Public Disclosure, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve the execution, delivery, validity or performance of any Loan Document. (g) No Default or Event of Default currently exists has occurred and is continuing under the any Loan Documents and Borrower has no knowledge of any event which with the giving of notice, the passage of time or both would constitute a Default or an Event of Default under the Loan DocumentsDocument. (ch) As The Borrower is not engaged principally, or as one of its important activities, in the date hereofbusiness of extending credit for the purpose, Borrower does not have any claim against Lender and no offset whether immediate, incidental or defense to ultimate, of purchasing or carrying margin stock (within the payment or performance meaning of Regulation U issued by the Obligations or any counterclaim or right to rescission to enforcement of any of the terms of the Loan DocumentsBoard). (di) No voluntary actions or, to Borrower’s knowledge, involuntary actions are pending against The Borrower under is not an “investment company” within the bankruptcy or insolvency laws meaning of the United States or any state thereofInvestment Company Act of 1940, as amended. (ej) Borrower’s execution, delivery and performance The Cash Collateral Documents create in favor of this Amendment will not violate or conflict with any laws, rules, regulations or orders of any Governmental Authority the applicable to Borrower, or violate or conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any material contract or organizational documents of Borrower. (f) Borrower has the requisite corporate power and authority to enter into, to deliver and to perform this Amendment and Borrower has all material permits, licenses, consents and agreements of all Persons necessary or required Collateral Agent for the Borrower benefit of Cash Collateral Secured Parties a valid and, together with such filings and other actions, first priority perfected security interests in the collateral covered by the Cash Collateral Documents (subject to execute and deliver this Agreement and perform its obligations under this Amendment. (g) The Loan Documents, as any of the same have been modified, amended and restated (including, without limitation, pursuant to this Amendmentno Liens other than Permitted Liens), are securing the valid and legally binding obligation of Borrower subject only to bankruptcy, insolvency, reorganization, moratoriums, or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remediesObligations.

BORROWER REPRESENTATIONS AND WARRANTIES. To induce Lender to enter into this Agreement, extend the Loan and make the advances, Borrower represents and warrants to Lender as of the First Amendment Date that: (a) The representations, warranties, certifications and agreements contained in the Loan Documents are true, complete and accurate in all material respects as of the date hereof, provided, however, that those representations and warranties expressly referring to a specified date shall have been true, correct and complete in all material respects as of such date. (b) No Default or Event of Default currently exists under the Loan Documents and Borrower has no knowledge of any event which with the giving of notice, the passage of time or both would constitute a Default or an Event of Default under the Loan Documents. (c) As of the date hereof, Borrower does not have any claim against Lender and no offset or defense to the payment or performance of the Obligations or any counterclaim or right to rescission to enforcement of any of the terms of the Loan Documents. (d) No voluntary actions or, to Borrower’s knowledge, involuntary actions are pending against Borrower under the bankruptcy or insolvency laws of the United States or any state thereof. (e) Borrower’s execution, delivery and performance of this Amendment will not violate or conflict with any laws, rules, regulations or orders of any Governmental Authority applicable to Borrower, or violate or conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any material contract or organizational documents of Borrower. (f) Borrower has the requisite corporate full power and authority to enter intointo this Agreement and this Agreement has been duly and validly authorized, executed and delivered by Borrower. b) This Agreement does not violate any limitation on the indebtedness of Borrower imposed by any statute, ordinance, charter, bylaw, or other agreement or instrument applicable to deliver Borrower and this Agreement will not be rescinded at any time by any action of Borrower. c) Borrower is not in default in the performance or fulfillment of any of the obligations, covenants or conditions contained herein or in any other resolution, agreement, or instrument to which Borrower is a party which would have a material adverse effect on the ability of Borrower to perform its obligations hereunder or would adversely affect the enforceability hereof. d) Borrower has, or will have prior to commencing work on the Project, obtained all necessary federal, state and local licenses, permits and approvals required to construct, install, implement and operate the Project and shall comply with all federal, state and local laws, codes, rules and regulations applicable to the Project. e) Any written information, reports and other paper or data prepared by Borrower and furnished to Lender by Borrower pursuant to this Amendment Agreement were, at the time they were so furnished, complete and Borrower has correct in all material permits, licenses, consents respects to the extent necessary to give Lender a true and agreements accurate knowledge of all Persons necessary or required for the subject matter thereof. f) Borrower to shall maintain the Project in good working order and shall ensure that adequate personnel are fully instructed in the proper use and care of the Project. g) Borrower shall execute and deliver this Agreement to Lender all such documents and perform instruments as may be necessary or reasonably required by Lender to enable Lender to exercise and enforce its obligations rights under this AmendmentAgreement, the Loan and any related transaction documents. h) Borrower shall to the extent permitted by law, and upon three (g3) The Loan Documentsbusiness days prior notice, permit Lender, from time to time during normal business hours, as any of the same have been modifiedoften as may be reasonably requested, amended to inspect its books and restated (including, without limitation, pursuant records and make copies from such books and records which relate to its performance under this Amendment), are the valid and legally binding obligation of Borrower subject only to bankruptcy, insolvency, reorganization, moratoriums, or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remediesAgreement.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents In order to induce Lender to enter into this Agreement and warrants to Lender as of the First Amendment Date that: (a) The representations, warranties, certifications and agreements contained in make the Loan Documents are trueto Borrower, complete Borrower represents: and accurate in all material respects warrants, as of the date hereof, provided, however, that those representations and warranties expressly referring to a specified date shall have been true, correct and complete in all material respects as of such date. (b) No Default or Event of Default currently exists under the Loan Documents and Borrower has no knowledge of any event which with the giving of notice, the passage of time or both would constitute a Default or an Event of Default under the Loan Documents. (c) As of the date hereofof execution of any Request For Advance hereunder; that (a) If not a natural person, Borrower does not have any claim against Lender is an entity duly organized, validly existing and no offset or defense to the payment or performance of the Obligations or any counterclaim or right to rescission to enforcement of any of the terms of the Loan Documents. (d) No voluntary actions or, to Borrower’s knowledge, involuntary actions are pending against Borrower in good standing under the bankruptcy or insolvency laws of the United States or any state thereof. (e) Borrower’s execution, delivery and performance jurisdiction of this Amendment will not violate or conflict its organization with any laws, rules, regulations or orders of any Governmental Authority applicable to Borrower, or violate or conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any material contract or organizational documents of Borrower. (f) Borrower has the requisite corporate full power and authority to enter intoconduct its business as such business is presently being conducted, to deliver and own or hold property to perform this Amendment and Borrower has all material permits, licenses, consents and agreements of all Persons necessary or required for the Borrower to execute and deliver this Agreement enter into and perform its obligations under this AmendmentAgreement. Borrower is duly qualified to do business and is in good standing as a foreign entity in all state where its failure to so qualify would have a material adverse effect on its ability to perform its obligations under this Agreement. (b) Borrower has full power and authority to enter into the transactions provided for in this Agreement and has been duly authorized to do so by all necessary arid appropriate action, and when executed and delivered by Borrower, this Agreement will constitute the legal, valid and binding obligations of Borrower, enforceable in accordance with its terms. (c) The execution, delivery, and performance by Borrower of this Agreement and all related instruments and the consummation by Borrower of the transactions contemplated hereby: (i) do not require any stockholder approval or the consent of any trustee or holder of any indebtedness or obligation of Borrower or any consent, authorization, or approval or filing of or registration with, or other actions in respect to any federal, state, governmental authority or agency (or, if so required, such approval or consent has been obtained), (ii) do not and will not result in any material violation of any term of any agreement, instrument, judgment, decree, franchise, permit, order, law, statute, rule, or governmental regulation presently applicable to it, (iii) are not in conflict with and do not constitute a default under any of the terms or provisions of, or subject the Collateral or any part thereof to any lien of, any indenture, mortgage, lease, contract, or other agreement or instrument (other than this Agreement) to which Borrower is a party or by which it or its property is bound or affected, and (iv) do not and will not contravene Borrower’s organizational documents. (d) There are no pending actions or proceedings to which Borrower is a party, and there are no other pending or threatened actions or proceedings of which Borrower has knowledge, before any court, arbitrator, or administrative agency, which either individually or in the aggregate, would materially adversely affect the financial condition of Borrower, the ability of Borrower to perform its obligation hereunder. Further, Borrower is not in default under any material obligations for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent which, either individually or in the aggregate, would have the same such effect. (f) Under the laws of the state(s) in which the Collateral is to be located, the Collateral consists solely of personal property. (g) The Loan Documentsfinancial statements of Borrower (copies of which have been furnished to Lender) have been prepared in accordance with generally accepted accounting principles consistently applied, and accurately and completely present Borrower’s financial condition and the results of its operations as any of the same have date of and for the period covered by such statements, and since the date of such statements there has been modified, amended no material adverse change in such conditions or operations. (h) The address stated on page one of this Agreement is the chief place of business and restated (including, without limitation, pursuant to this Amendment), are the valid and legally binding obligation chief executive office of Borrower subject only to bankruptcyand the place where all books and records concerning the Collateral are kept; the address set forth on the applicable Request For Advance is the location at which the applicable Collateral is kept, insolvencyand the Borrower does not conduct business under trade, reorganization, moratoriumsassumed, or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remediesfictitious name except for “CURE Leasing & Maintenance”.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents hereby represents, warrants, covenants, acknowledges and warrants agrees to Lender as of the First Amendment Date thatfollows: (a) The representations4.1 This Agreement and the Loan Documents have been duly executed and constitute valid, warrantieslegal and binding obligations, certifications enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and agreements contained or other laws regarding or affecting creditors’ rights generally, and all representations and warranties made by Borrower in the Loan Documents are trueremain true and correct. Borrower has been duly organized as a corporation pursuant to the laws of the State of Minnesota and has the valid power and authority to perform as contemplated hereunder. Further, complete the person signing this Agreement on behalf of Borrower has the authority to execute this Agreement and accurate the execution hereof is not in all violation of any provision of Borrower’s articles of organization or any other organizational document of Borrower, or any amendment thereto. 4.2 Neither this Agreement nor the Loan Documents nor any other document, financial statement, credit information, certificate or statement furnished to Lender by Borrower, whether pursuant to this Agreement or otherwise, contains any untrue statement or omits to state a fact material respects to the truth and completeness of any statement made. 4.3 No event has occurred and no condition exists which, as of the date hereof, providedwill result, however, that those representations and warranties expressly referring to either immediately or with a specified date shall have been true, correct and complete in all material respects as lapse of such date. (b) No Default time or Event of Default currently exists under the Loan Documents and Borrower has no knowledge of any event which with the giving of noticenotice or both, in the passage occurrence or existence of time any monetary default or both would constitute a Default or an Event event of Default non-monetary default under the Loan Documents. (c) As of the date hereof, Borrower does not have any claim against Lender and no offset or defense to the payment or performance of the Obligations this Agreement or any counterclaim or right to rescission to enforcement of any of the terms of the Loan Documents, or if any such event has occurred or condition exists, Borrower has heretofore provided Lender written notice thereof. (d) No voluntary actions 4.4 There are no actions, suits or proceedings at law or in equity or by or before any governmental agency or authority now pending or, to Borrower’s knowledge, involuntary actions threatened against or affecting Borrower or the Collateral, and, to Borrower’s knowledge, there are pending against no facts now in existence which, with the giving of notice or the lapse of time, or both, would form the basis for any such action, suit or proceeding. Borrower is not in default with respect to any order, writ, injunction, decree or demand of any court or any governmental agency or authority which would have a material adverse effect on Borrower’s ability to perform its obligations hereunder or under the bankruptcy Loan Documents. 4.5 Borrower claims no defense, counterclaim, offset, cause of action, cross-complaint, claim or insolvency laws demand of any kind or nature whatsoever and releases and waives all defenses, counterclaims, offsets, causes of action, cross-complaints, claims or demands of any kind or nature whatsoever which could be asserted against Lender, its officers, representatives, agents, attorneys, employees, subsidiaries, parents, affiliates or their successors or assigns. 4.6 Borrower is not in default under any contracts, agreements or commitments to which it is a signatory or by which it is bound. The execution and delivery of this Agreement, the consummation of the United States transactions contemplated hereby, and the compliance with the terms and conditions hereof or under the Loan Documents will not: (a) violate any now existing provision of law or any state thereof.now existing applicable regulation, order, writ, injunction or decree of any court or governmental agency or authority having jurisdiction, or (eb) Borrower’s execution, delivery and performance of this Amendment will not violate conflict or conflict with any laws, rules, regulations or orders of any Governmental Authority applicable to Borrowerbe inconsistent with, or violate or conflict with, result in a any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default (with due notice under, any mortgage, instrument, documents, commitment, agreement or lapse contract of time any kind to which Borrower is a signatory or both) under any material contract or organizational documents of Borrowerby which Borrower may be bound. (f) Borrower has the requisite corporate power 4.7 The parties agree to be responsible for their own costs and authority expenses relating to enter intothis Modification, to deliver and to perform this Amendment and Borrower has all material permits, licenses, consents and agreements of all Persons necessary or required for the Borrower to execute and deliver this Agreement and perform its obligations under this Amendment. (g) The Loan Documents, as any of the same have been modified, amended and restated (including, without limitation, pursuant to this Amendment), are the valid and legally binding obligation of Borrower subject only to bankruptcy, insolvency, reorganization, moratoriums, or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remediesattorney’s fees.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender as of the First Amendment Date Lenders that: (a) The representationsBorrower (i) is duly organized, warranties, certifications validly existing and agreements contained in good standing under the Loan Documents are true, complete and accurate in all material respects as Laws of the date hereofjurisdiction of its organization, provided(ii) is duly qualified and in good standing in each other jurisdiction in which the conduct of its business requires it to so qualify or be licensed and where, howeverin each case, that those representations failure so to qualify and warranties expressly referring be in good standing could have a Material Adverse Effect, and (iii) has all requisite company power and authority to a specified date shall have been true, correct own or lease and complete in all material respects operate its properties and to carry on its business as of such datenow conducted and as proposed to be conducted. (b) The execution, delivery and performance by Borrower of this Agreement and the other Facility Documents to which Borrower is a party (when delivered) and the consummation of the transactions contemplated under the Facility Documents are within its company powers, have been duly authorized by all necessary company action, and do not and will not (i) contravene Borrower’s Organization Documents, (ii) contravene any contractual restriction binding on it or require any consent under any agreement or instrument to which it is a party or by which any of its properties or assets is bound, (iii) result in or require the creation or imposition of any material Liens upon any property or assets of Borrower, or (iv) violate any Law (including, but not limited to, the Securities Act and the Exchange Act and the regulations thereunder) or writ, judgment, injunction, determination or award, except, with respect to clauses (ii) – (iv), such conflicts, contraventions, violations, and Liens that would not reasonably be expected to result in a Material Adverse Effect. (c) Except for any filings to perfect the Security Agent’s security interest in the Collateral and such consents that have been obtained, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption or waiver by, any Governmental Authority or any other third party, is required to authorize, or is required in connection with, (i) the execution, delivery and performance by Borrower of any Facility Document, (ii) the creation or perfection of the security interest in the Collateral granted to the Lenders hereunder or (iii) the legality, validity, binding effect or enforceability of any Facility Document by the Lenders. (d) Borrower is in compliance with the requirements of all Laws and all material orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (e) This Agreement and the other Facility Documents that Borrower is party to are, and will be, legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. The security interest in the Collateral granted herein is a valid and binding security interest in the Collateral subject to no other liens or security interests other than Liens set forth on Schedule 4.01(e) or are otherwise of an immaterial nature. (f) No Default or Event of Default currently exists under has occurred and is continuing. (g) Borrower owns all of the Loan Documents Collateral free and clear of Liens, other than Liens set forth on Schedule 4.01(e) or are otherwise of an immaterial nature. (h) Borrower has delivered to the Lenders an unaudited balance sheet, and the related unaudited statements of income or operations and cash flows for the period ended October 31, 2015. The Financial Statements fairly present in all material respects the financial condition and operating results of Borrower as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Financial Statements, Borrower has no knowledge material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of any event which with business subsequent to October 31, 2015; (ii) obligations under contracts and commitments incurred in the giving ordinary course of noticebusiness; which, in all such cases, individually and in the passage of time or both aggregate would constitute not reasonably be expected to have a Default or an Event of Default under the Loan DocumentsMaterial Adverse Effect. (ci) The capitalization of Borrower as of the date of this Agreement and the pro forma capitalization of the Borrower giving effect to the closing of the Qualified Offering (assuming the Borrower raises the minimum of $16,900,000 in the Qualified Offering) and the issuance of borrower’s securities in connection therewith are set forth on Schedule 4.01(i). (j) The Term Loans are duly authorized, and the Conversion Shares, when issued and paid for in accordance with the applicable Facility Documents upon closing of the Qualified Offering, will be duly authorized and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Borrower other than restriction on transfer arising pursuant to applicable securities laws. (k) Except as would not reasonably be expected to have a Material Adverse Effect, Borrower owns or licenses, believes it can license on commercially reasonable terms or otherwise has the right to use all licenses, permits, patents, patent applications, trademarks, trademark applications, service marks, tradenames, copyrights, copyright applications, authorizations and other intellectual property rights that are necessary for the operation of its business. Except with respect to intellectual property rights Borrower believes it can license on commercially reasonable terms or would not reasonably be expected to have a Material Adverse Effect, the use of the aforementioned intellectual property rights by Borrower does not, to the Borrower’s knowledge, infringe upon or conflict in any material respect with any federally registered and issued intellectual property owned by any other Person. Except as would not reasonably be expected to have a Material Adverse Effect, Borrower has not received any communications alleging that Borrower has violated any Intellectual Property of any other Person. (l) There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Borrower, threatened against or affecting Borrower, or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Facility Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. (m) Except as set forth on Schedule 4.01(m), none of the officers or directors of the Borrower and, to the knowledge of the Borrower, none of the employees of the Borrower is presently a party to any transaction with the Borrower (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of Borrower, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of Borrower, and (iii) other employee benefits, including stock option agreements under any stock option plan of Borrower. (n) Except as set forth on Schedule 4.01(n), no Person has any right to cause the Borrower to effect the registration under the Securities Act of any securities of the Borrower. (o) No registration under the Securities Act is required for the offer and sale of the Term Loans by the Borrower to the Lenders as contemplated hereby. (p) As of the date hereof, all Debt and Liens of the Borrower does not (other than Debt and Liens that would not, individually or in the aggregate, reasonably be expected to have any claim against Lender a Material Adverse Effect or are otherwise of an immaterial nature) and the principal terms thereof are set forth on Schedule 4.01(p). Except as set forth on Schedule 4.01(p), as of the date of this Agreement and the Closing Date, no offset Debt or defense other equity of the Borrower is or will be senior to the payment Term Loans in right of payment, whether with respect to interest or performance of upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the Obligations or any counterclaim or right to rescission to enforcement of any of the terms of the Loan Documentsproperty covered thereby). (dq) No voluntary actions or, to Borrower’s knowledge, involuntary actions are pending against The Borrower under has no Subsidiaries and does not hold any “securities” as such term is defined in the bankruptcy or insolvency laws of the United States or any state thereofUCC. (er) Borrower’s executionExcept for matters that would not, delivery and performance of this Amendment will not violate individually or conflict with any lawsin the aggregate, rules, regulations have or orders of any Governmental Authority applicable reasonably be expected to Borrower, or violate or conflict with, result in a breach ofMaterial Adverse Effect, Borrower (i) has made or constitute a default filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (with ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due notice on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or lapse of time or both) under declarations apply. There are no unpaid taxes in any material contract or organizational documents amount claimed to be due by the taxing authority of Borrowerany jurisdiction, and the officers of Borrower and Borrower knows of no basis for any such claim. (f) Borrower has the requisite corporate power and authority to enter into, to deliver and to perform this Amendment and Borrower has all material permits, licenses, consents and agreements of all Persons necessary or required for the Borrower to execute and deliver this Agreement and perform its obligations under this Amendment. (gs) The Loan Documents, as any of foregoing representations and warranties shall survive the same have been modified, amended and restated (including, without limitation, pursuant to this Amendment), are the valid and legally binding obligation of Borrower subject only to bankruptcy, insolvency, reorganization, moratoriums, or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remediesClosing.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender as of the First Amendment Date that: effective date of this Agreement (a1) The representations, warranties, certifications that it has access to professional advice and agreements contained in the Loan Documents are true, complete and accurate in all material respects as of the date hereof, provided, however, that those representations and warranties expressly referring to a specified date shall have been true, correct and complete in all material respects as of such date. (b) No Default or Event of Default currently exists under the Loan Documents and Borrower has no knowledge of any event which with the giving of notice, the passage of time or both would constitute a Default or an Event of Default under the Loan Documents. (c) As of the date hereof, Borrower does not have any claim against Lender and no offset or defense support to the payment or performance of the Obligations or any counterclaim or right extent necessary to rescission enable Borrower to enforcement of any of fully comply with the terms of this Agreement; (2) that it and its general partners are duly organized, validly existing and in good standing under the Loan Documents. laws of the State of California; (d3) No voluntary that it has the full power and City to undertake the Project and to execute this Agreement; (4) that the persons executing and delivering this Agreement are authorized to execute and deliver such documents on behalf of Borrower; (5) except as disclosed to the City in writing, there are no actions or proceedings pending or, to the best of the Borrower’s knowledge, involuntary actions are pending threatened against the Borrower under or Borrower’s general partners before any court or administrative agency in any way connected with the bankruptcy Property or insolvency laws the Project which could adversely affect the Borrower’s ability to perform the activities contemplated hereunder; (6) neither this Agreement nor anything provided to be done hereunder violates or shall violate any contract, agreement or instrument to which the Borrower or a general partner of Borrower is a party or which affects the United States Project or any part thereof; (7) the Borrower is not in default in respect of any of its obligations or liabilities pertaining to this Agreement, nor is there any state thereof. of facts or circumstances or conditions or events which, after notice, lapse of time, or both, would constitute or result in any such default under this Agreement; and (e) 8) neither the Borrower nor its general partners has entered into any agreements which will adversely affect the Borrower’s executionright to develop and use the Project as provided in this Agreement, delivery and performance of this Amendment will not violate or conflict with any laws, rules, regulations or orders of any Governmental Authority applicable to Borrower, or violate or conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any material contract or organizational documents of Borrower. (f) Borrower has the requisite corporate power and authority to enter into, to deliver and to perform this Amendment and Borrower has all material permits, licenses, consents and agreements of all Persons necessary or required for neither the Borrower to execute and deliver this Agreement and perform nor its obligations under this Amendmentgeneral partners will enter into any such agreements after the date hereof. (g) The Loan Documents, as any of the same have been modified, amended and restated (including, without limitation, pursuant to this Amendment), are the valid and legally binding obligation of Borrower subject only to bankruptcy, insolvency, reorganization, moratoriums, or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to each Lender as of and Security Agent that on the First Amendment Date thatdate hereof and on each Borrowing Date: (ai) The representationsBorrower is a corporation validly existing and in good standing under the Laws of Delaware, warranties, certifications and agreements contained has the corporate power and authority to conduct the business in the Loan Documents are true, complete which it is currently engaged and accurate in all material respects as to own or hold under lease its properties and to enter into and perform its obligations under each of the date hereofOperative Agreements to which Borrower is or will be a party. Borrower is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which the nature and extent of the business conducted by it, providedor the ownership of its properties, howeverrequires such qualification, that those representations and warranties expressly referring except where the failure to be so qualified does not constitute or would not give rise to a specified date shall have been true, correct and complete in all material respects as of such dateMaterially Adverse Change to Borrower. (bii) No Default The execution and delivery by Borrower of, and performance by Borrower of its obligations under, the Operative Agreements to which Borrower is or Event will be a party have been, duly authorized by all necessary corporate action on the part of Default currently exists Borrower. (iii) Borrower’s execution and delivery of, and performance of its obligations under, the Operative Agreements to which Borrower is or will be a party do not, (1) violate any provision of Borrower’s certificate of incorporation or by-laws, (2) violate any Law applicable to or binding on Borrower, or (3) violate or constitute any default under, or result in the creation of any Lien (other than as permitted under the Loan Documents Security Agreement) under, any lease, loan or other material agreement to which Borrower is or will be a party or by which Borrower or any of its properties is bound. (iv) Borrower’s execution and delivery of, and performance of its obligations under, the Operative Agreements to which Borrower has no knowledge of any event which with is or will be a party do not require the consent or approval of, the giving of noticenotice to, the passage registration with, the recording or filing of time any documents with, or both would constitute a Default the taking of any other action in respect of (1) any trustee or an Event other holder of Default under any debt of Borrower, or (2) any Governmental Entity, other than (x) the Loan DocumentsFinancing Statements, and (y) filings, recordings, notices, or other ministerial actions pursuant to any routine recording, contractual, or regulatory requirements. (cv) As Each of the date hereofOperative Agreements to which Borrower is or will be a party have been, duly authorized, executed, and delivered by Borrower does not have any claim and the Operative Agreements to which Borrower is or will be a party constitute legal, valid, and binding obligations of Borrower enforceable against Lender Borrower in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, and no offset other similar Laws affecting the rights of creditors generally or defense to the payment or performance by general principles of the Obligations or any counterclaim or right to rescission to enforcement of any of the terms of the Loan Documentsequity. (dvi) No voluntary actions Except as set forth in Holdings’ most recent annual report on Form 10-K, quarterly report on Form 10-Q or current report on Form 8-K filed by with the SEC on or prior to March 31, 2007, no action, claim or proceeding is now pending or, to Borrower’s knowledgeActual Knowledge, involuntary actions are pending threatened, against Borrower under the bankruptcy or insolvency laws of the United States or before any state thereofGovernmental Entity, that is reasonably likely to be determined adversely to Borrower and if determined adversely to Borrower would result in a Material Adverse Change. (evii) Holdings’ audited consolidated balance sheet for its most-recent fiscal year ended December 31, 2006, included in Holdings’ most-recent annual report on Form 10-K filed by Holdings with the SEC, and the related consolidated statements of operations and cash flows for the period then ended, have been prepared in accordance with GAAP and fairly present in all material respects in accordance with GAAP the financial condition of Holdings and its consolidated subsidiaries as of such date and the results of its operations and cash flows for such period, and since the date of such balance sheet, there has been no Material Adverse Change in such financial condition or operations, except for matters disclosed in (1) the financial statements referred to above, or (2) any subsequent report filed with the SEC before March 31, 2007. (viii) On the Borrowing Date, except for the filing of the Financing Statements, no further action, including filing or recording any document (including any financing statement under UCC Article 9) is necessary in order to establish and perfect Security Agent’s Lien on the Collateral, as against Borrower and any other Person, in any applicable jurisdictions in the United States. (ix) Each of the Purchase Agreement and the GTA are in full force and effect and neither Borrower nor, to the Actual Knowledge of Borrower’s execution, delivery and performance either of this Amendment will not violate the Airframe Manufacturer or conflict with the Engine Manufacturer is in default of its obligations thereunder. (x) Neither Borrower nor any laws, rules, regulations Person authorized to act on its behalf has directly or orders indirectly offered any beneficial interest or Security relating to the ownership of any Governmental Authority applicable to Borrowerinterest in the Collateral, or violate any of the Loan Certificates or conflict withany other interest in or security under the Security Agreement or any other interest in or security under such Collateral, result in a breach offor sale to, or constitute solicited any offer to acquire any such interest or security from, or has sold any such interest or security to, any Person in violation of the Securities Act. (xi) Borrower holds all licenses, permits and franchises from the appropriate Government Entities necessary to authorize Borrower to engage in air transportation and to carry on scheduled commercial passenger service as currently conducted, except where the failure to hold any such license, permit, or franchise would not give rise to a default (with due notice or lapse of time or both) under any material contract or organizational documents of Materially Adverse Change to Borrower. (fxii) Borrower has is not an “investment company” or a company controlled by an “investment company” within the requisite corporate power and authority to enter into, to deliver and to perform this Amendment and Borrower has all material permits, licenses, consents and agreements meaning of all Persons necessary or required for the Borrower to execute and deliver this Agreement and perform its obligations under this AmendmentInvestment Company Act of 1940. (gxiii) The Loan DocumentsNo Person acting on behalf of Borrower is or will be entitled to any broker’s fee, as commission, or finder’s fee in connection with the transactions contemplated by this Agreement, other than Borrower’s Advisor. (xiv) Borrower will not directly or indirectly use any of the same have been modifiedproceeds from the issuance of the Loan Certificates so as to result in a violation of Regulation T, amended and restated U or X of the Board of Governors of the Federal Reserve System. (including, without limitation, xv) None of the Reserved Provisions adversely affect in any material respect the rights assigned to Security Agent pursuant to this Amendment), are the valid Security Agreement. (xvi) The purchase price allowance granted by Engine Manufacturer to Borrower pursuant to the GTA is not assignable by Borrower to any third party and legally binding obligation of does not appear in any purchase price invoice prepared by Airframe Manufacturer for Boeing model 737 aircraft purchased by Borrower subject only pursuant to bankruptcy, insolvency, reorganization, moratoriums, or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remediesPurchase Agreement.

BORROWER REPRESENTATIONS AND WARRANTIES. In order to induce Lender to enter into this Agreement and to make the Loan to Borrower, Borrower represents and warrants to Lender warrants, as of the First Amendment Date date hereof, and as of the date of execution of any Request For Advance hereunder, that: (a) The representationsIf not a natural person, warrantiesBorrower is an entity duly organized, certifications validly existing and agreements contained in the Loan Documents are true, complete and accurate in all material respects as of the date hereof, provided, however, that those representations and warranties expressly referring to a specified date shall have been true, correct and complete in all material respects as of such date. (b) No Default or Event of Default currently exists good standing under the Loan Documents and Borrower has no knowledge of any event which with the giving of notice, the passage of time or both would constitute a Default or an Event of Default under the Loan Documents. (c) As of the date hereof, Borrower does not have any claim against Lender and no offset or defense to the payment or performance of the Obligations or any counterclaim or right to rescission to enforcement of any of the terms of the Loan Documents. (d) No voluntary actions or, to Borrower’s knowledge, involuntary actions are pending against Borrower under the bankruptcy or insolvency laws of the United States or any state thereof. (e) Borrower’s execution, delivery and performance jurisdiction of this Amendment will not violate or conflict its organization with any laws, rules, regulations or orders of any Governmental Authority applicable to Borrower, or violate or conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any material contract or organizational documents of Borrower. (f) Borrower has the requisite corporate full power and authority to enter intoconduct its business as such business is presently being conducted, to deliver and own or hold property to perform this Amendment and Borrower has all material permits, licenses, consents and agreements of all Persons necessary or required for the Borrower to execute and deliver this Agreement enter into and perform its obligations under this AmendmentAgreement. Borrower is duly qualified to do business and is in good standing as a foreign entity in all states where its failure to so qualify would have a material adverse effect on its ability to perform its obligations under this Agreement. (b) Borrower has full power and authority to enter into the transactions provided for in this Agreement and has been duly authorized to do so by all necessary and appropriate action, and, when executed and delivered by Borrower, this Agreement will constitute the legal, valid and binding obligations of Borrower, enforceable in accordance with its terms. (c) The execution, delivery, and performance by Borrower of this Agreement and all related instruments and the consummation by Borrower of the transactions contemplated hereby: (i) do not require any stockholder approval or the consent of any trustee or holder of any indebtedness or obligation of Borrower or any consent, authorization, or approval or filing of or registration with, or other actions in respect to any federal, state, governmental authority or agency (or, if so required, such approval or consent has been obtained), (ii) do not and will not result in any material violation of any term of any agreement, instrument, judgment, decree, franchise, permit, order, law, statute, rule, or governmental regulation presently applicable to it, (iii) are not in conflict with and do not constitute a default under any of the terms or provisions of, or subject the Collateral or any part thereof to any lien of, any indenture, mortgage, lease, contract, or other agreement or instrument (other than this Agreement) to which Borrower is a party or by which it or its property is bound or affected, and (iv) do not and will not contravene Borrower's organizational documents. (d) Except as disclosed in the LCA-Vision Inc. 2007 form 10K, there are no pending actions or proceedings to which Borrower is a party, and there are no other pending or threatened actions or proceedings of which Borrower has knowledge, before any court, arbitrator, or administrative agency, which either individually or in the aggregate, would materially adversely affect the financial condition of Borrower, the ability of Borrower to perform its obligation hereunder. Further, Borrower is not in default under any material obligations for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent which, either individually or in the aggregate, would have the same such effect. (f) Under the laws of the state(s) in which the Collateral is to be located, the Collateral consists solely of personal property. (g) The Loan Documentsfinancial statements of Borrower (copies of which have been furnished to Lender) have been prepared in accordance with generally accepted accounting principles consistently applied, and accurately and completely present Borrower's financial condition and the results of its operations as any of the same have date of and for the period covered by such statements, and since the date of such statements there has been modified, amended no material adverse change in such conditions or operations. (h) The address stated on page one of this Agreement is the chief place of business and restated (including, without limitation, pursuant to this Amendment), are the valid and legally binding obligation chief executive office of Borrower subject only to bankruptcyand the place where all books and records concerning the Collateral are kept; the address set forth on the applicable Request For Advance is the location at which the applicable Collateral is kept; and Borrower does not conduct business under a trade, insolvency, reorganization, moratoriumsassumed, or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remediesfictitious name other than Lasik Plus.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender as of the First Amendment Date that: (a) The representations, warranties, certifications and agreements contained in the Loan Documents are true, complete and accurate in all material respects that as of the date hereofit enters into any Agreement; a. it has obtained the necessary internal and external approvals, providedconsents and authorizations to enable it to enter into the Agreement; b. the Borrower’s signatories to the Agreement have the authority to bind the Borrower and do so by their signature; c. the Agreement is a legally valid and binding obligation of Borrower, howeverenforceable in accordance with its terms; d. all representations made, and any information supplied to Lender (including those related to its financial status, and each Financed Product, including the prices thereof) are true, accurate and complete; e. its sole purpose in requesting funds directly from Lender is for the reimbursement of its acquisition of Financed Product; f. there exists no material default as to any other agreement to which Borrower is a party, and no potential liability of Borrower, legal or otherwise, that those representations might impair its ability to comply with this Agreement; g. Borrower is a legal entity, duly organized, validly existing and warranties expressly referring to a specified date shall have been true, correct and complete in all material respects as of such date. (b) No Default or Event of Default currently exists good standing under the Loan Documents and Borrower has no knowledge of any event which with the giving of notice, the passage of time or both would constitute a Default or an Event of Default under the Loan Documents. (c) As of the date hereof, Borrower does not have any claim against Lender and no offset or defense to the payment or performance of the Obligations or any counterclaim or right to rescission to enforcement of any of the terms of the Loan Documents. (d) No voluntary actions or, to Borrower’s knowledge, involuntary actions are pending against Borrower under the bankruptcy or insolvency laws of the United States or any state thereof.jurisdiction of its organization and in each jurisdiction where Financed Products will be located, with full legal and organizational power to enter into this Agreement; (e) Borrower’s execution, h. the execution and delivery of this Agreement by Borrower and performance of this Amendment its obligations hereunder will not violate or conflict with any lawsjudgment, rulesorder, regulations or orders of any Governmental Authority applicable to Borrowerlaw, or violate governmental regulation affecting Borrower or conflict withany provision of Borrower’s documents or organization, nor result in a breach of, or constitute default of any instrument or agreement to which Borrower is a default (with due notice party or lapse of time or both) under any material contract or organizational documents of Borrower.to which Borrower may be bound; and (f) i. Borrower has selected each Financed Product listed in the requisite corporate power Schedule and authority to enter into, to deliver accepts responsibility for its use and to perform this Amendment and Borrower has all material permits, licenses, consents and agreements of all Persons necessary or required for the Borrower to execute and deliver this Agreement and perform its obligations under this Amendmentresults obtained therefrom. (g) The Loan Documents, as any of the same have been modified, amended and restated (including, without limitation, pursuant to this Amendment), are the valid and legally binding obligation of Borrower subject only to bankruptcy, insolvency, reorganization, moratoriums, or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies.

BORROWER REPRESENTATIONS AND WARRANTIES. In order to induce Lender to enter into this Agreement, Borrower represents and warrants to Lender warrants, as of the First Amendment Date date hereof, and as of the date of execution of each Schedule that: (a) The representationsBorrower is duly organized, warrantiesvalidly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to conduct its business as such business is presently being conducted, certifications to own or hold property and agreements contained to enter into and perform its obligations under this Agreement. Borrower is duly qualified to do business and is in the Loan Documents are true, complete and accurate good standing as a foreign entity in all states where its failure to so qualify would have a material respects as of the date hereofadverse effect on its ability to perform its obligations under this Agreement, provided, however, that those representations and warranties expressly referring to a specified date shall have been trueLender acknowledges that, correct and complete in all material respects as of such datethe date of this Agreement, Borrower has not received notice of its authority to transact business in North Dakota. (b) No Default or Event of Default currently exists under the Loan Documents and Borrower has no knowledge full power and authority to enter into the transactions provided for in this Agreement and has been duly authorized to do so by all necessary and appropriate action and, when executed and delivered by Borrower, this Agreement will constitute the legal, valid and binding obligations of any event which Borrower, enforceable in accordance with the giving of notice, the passage of time or both would constitute a Default or an Event of Default under the Loan Documentsits terms. (c) As The execution, delivery, and performance by Borrower of this Agreement and all related instruments and the consummation by Borrower of the date hereof, transactions contemplated hereby: (i) do not require any stockholder approval or the consent of any trustee or holder of any indebtedness or obligation of Borrower does not have any claim against Lender and no offset or defense to the payment or performance of the Obligations or any counterclaim consent, authorization, or right approval of, any filing of or registration with, or other action in respect to rescission any federal, state, governmental authority or agency (or, if so required, such approval or consent has been obtained), (ii) do not and will not result in any material violation of any term of any agreement, instrument, judgment, decree, franchise, permit, order, law, statute, rule, or governmental regulation presently applicable to enforcement of it, (iv) are not in conflict with and do not constitute a default under any of the terms or provisions of, or subject this Agreement or the Equipment or any part thereof to any lien of, any indenture, mortgage, lease, contract, or other agreement or instrument (other than this Agreement) to which Borrower is a party or by which it or its property is bound or affected, and (v) do not and will not contravene Borrower’s articles of the Loan Documentsincorporation and by-laws or other organizational documents. (d) No voluntary There are no pending actions oror proceedings to which Borrower is a party, to Borrower’s and there are no threatened actions or proceedings of which Borrower has knowledge, involuntary actions are pending against before any court, arbitrator, or administrative agency, which would materially adversely affect the financial condition of Borrower or its ability to perform its obligation hereunder. Borrower is not in default under any obligations for the bankruptcy payment of borrowed money, for the deferred purchase price of property or insolvency laws for the payment of money which would have the United States or any state thereofsame such effect. (e) Borrower’s executionUnder the laws of the state(s) in which the Equipment is to be located, delivery and performance the Equipment consists solely of this Amendment will not violate or conflict with any laws, rules, regulations or orders of any Governmental Authority applicable to Borrower, or violate or conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any material contract or organizational documents of Borrowerpersonal property. (f) Borrower has Borrower’s parent’s financial statements (copies of which have been furnished to Lender) have been prepared in accordance with generally accepted accounting principles consistently applied, and accurately and completely present Borrower’s parent’s financial condition and the requisite corporate power results of its operations as of the date of and authority to enter into, to deliver and to perform this Amendment and Borrower has all material permits, licenses, consents and agreements of all Persons necessary or required for the Borrower to execute period covered by such statements, and deliver this Agreement and perform its obligations under this Amendmentsince the date of such statements there has been no material adverse change in such conditions or operations. (g) The Loan Documentsaddress stated on page one of this Agreement is the chief place of business and chief executive office of Borrower; and Borrower does not conduct business under a trade, as any of the same have been modified, amended and restated (including, without limitation, pursuant to this Amendment), are the valid and legally binding obligation of Borrower subject only to bankruptcy, insolvency, reorganization, moratoriumsassumed, or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remediesfictitious name.

BORROWER REPRESENTATIONS AND WARRANTIES. Each Borrower hereby represents and warrants to Lender Agent and the Lenders as of the First Amendment Date that: (a) The representations, warranties, certifications and agreements contained in the Loan Documents are true, complete and accurate in all material respects follows as of the date hereof, provided, however, that those representations : 3.1 This Agreement and warranties expressly referring to a specified date shall have been true, correct and complete in all material respects as of such date. (b) No Default or Event of Default currently exists under the Loan Documents have been duly executed by the Loan Parties and Borrower has no knowledge constitute the valid, legal and binding obligations of the Loan Parties, enforceable in accordance with their respective terms and the execution hereof is not in violation of any event provision of the Loan Parties’ organizational documents or any amendments thereto. All consents, approvals, and authorizations which pertain to the Loan Parties and all of their constituent owners required in order to permit or authorize the Loan Parties to enter into and perform all obligations of the Loan Parties under or with respect to this Agreement have been obtained and are in full force and effect. 3.2 Borrowers have been duly formed and are in good standing pursuant to the laws of the State of Delaware and have fully complied with all requirements for their formation and existence since the date of their formation. 3.3 None of this Agreement, the Loan Documents or any other document, financial statement, income and operating statement, rent roll, credit information, certificate or statement furnished to Agent or any Lender by the Loan Parties, whether pursuant to this Agreement or otherwise, contains any materially untrue statement or omits to state a fact material to the truth and completeness of any statement made. 3.4 Borrowers and the other Loan Parties have entered into this Agreement freely and voluntarily, without coercion, duress, distress or undue influence by any Lender (in any capacity) or any of their respective directors, officers, participants, agents or employees. The Loan Parties have received legal advice from counsel of their choice in connection with the negotiation, drafting, meaning and legal significance of this Agreement and they are satisfied with their legal counsel and the advice received therefrom. 3.5 As of the date hereof, there are no Defaults or Events of Defaults (and no events which with the giving of notice, notice or the passage lapse of time or both would constitute a Default or an Event of Default Default) under the Loan Documents. Documents which have not been fully cured other than the Identified Events of Default (c) As of the date hereof, Borrower does not have any claim against Lender and no offset or defense to the payment or performance of the Obligations or any counterclaim or right to rescission to enforcement of any of the terms of the Loan Documents. (d) No voluntary actions or, to Borrower’s knowledge, involuntary actions are pending against Borrower under the bankruptcy or insolvency laws of the United States or any state thereof. (e) Borrower’s execution, delivery and performance of this Amendment will not violate or conflict with any laws, rules, regulations or orders of any Governmental Authority applicable to Borrower, or violate or conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any material contract or organizational documents of Borrower. (f) Borrower has the requisite corporate power and authority to enter into, to deliver and to perform this Amendment and Borrower has all material permits, licenses, consents and agreements of all Persons necessary or required for the Borrower to execute and deliver this Agreement and perform its obligations under this Amendment. (g) The Loan Documents, as any of extent the same have been modifiedmay exist, amended and restated (including, without limitation, pursuant to this AmendmentBorrowers’ not acknowledging or confirming the existence or occurrence thereof), are the valid and legally binding obligation of Borrower subject only to bankruptcy, insolvency, reorganization, moratoriums, or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender as of the First Amendment Date that: (a) The representations, warranties, certifications and agreements contained in the Loan Documents are true, complete and accurate in all material respects as of the date hereof, ; provided, however, that those representations and warranties expressly referring to a specified date shall have been true, correct and complete in all material respects as of such date. (b) No Default or Event of Default currently exists under the Loan Documents and Borrower has no knowledge of any event which with the giving of notice, the passage of time or both would constitute a Default or an Event of Default under the Loan Documents. (c) As of the date hereof, Borrower does not have any claim against Lender and no offset or defense to the payment or performance of the Obligations or any counterclaim or right to rescission to enforcement of any of the terms of the Loan Documents. (d) No voluntary actions or, to Borrower’s knowledge, involuntary actions are pending against Borrower under the bankruptcy or insolvency laws of the United States or any state thereof. (e) Borrower’s execution, delivery and performance of this Amendment will not violate or conflict with any laws, rules, regulations or orders of any Governmental Authority applicable to Borrower, or violate or conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any material contract or organizational documents of Borrower. (f) Borrower has the requisite corporate power and authority to enter into, to deliver and to perform this Amendment and Borrower has all material permits, licenses, consents and agreements of all Persons necessary or required for the Borrower to execute and deliver this Agreement Amendment and perform its obligations under this Amendment. (g) The Loan Documents, as any of the same have been modified, amended and restated (including, without limitation, pursuant to this Amendment), are the valid and legally binding obligation of Borrower subject only to bankruptcy, insolvency, reorganization, moratoriumsmoratorium, or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to each Lender as and Security Agent that on the date hereof and on each Borrowing Date: *** Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the First Amendment Date that: (a) The representationsSecurities Exchange Act of 1934, warranties, certifications and agreements contained in the Loan Documents are true, complete and accurate in all material respects as amended. Page 3 of the date hereof, provided, however, that those representations and warranties expressly referring 9 pages containing information redacted pursuant to a specified date shall have been true, correct and complete in all material respects as of such daterequest for confidential treatment. (bi) No Default or Event of Default currently exists Borrower is a corporation validly existing and in good standing under the Loan Documents Laws of Delaware, and has the corporate power and authority to conduct the business in which it is currently engaged and to own or hold under lease its properties and to enter into and perform its obligations under each of the Operative Agreements to which Borrower has no knowledge is or will be a party. Borrower is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which the nature and extent of the business conducted by it, or the ownership of its properties, requires such qualification, except where the failure to be so qualified does not constitute or would not give rise to a Materially Adverse Change to Borrower. (ii) The execution and delivery by Borrower of, and performance by Borrower of its obligations under, the Operative Agreements to which Borrower is or will be a party have been, duly authorized by all necessary corporate action on the part of Borrower. (iii) Borrower’s execution and delivery of, and performance of its obligations under, the Operative Agreements to which Borrower is or will be a party do not, (1) violate any provision of Borrower’s certificate of incorporation or by-laws, (2) violate any Law applicable to or binding on Borrower, or (3) violate or constitute any default under, or result in the creation of any event Lien (other than as permitted under the Security Agreement) under, any lease, loan or other material agreement to which with Borrower is or will be a party or by which Borrower or any of its properties is bound. (iv) Borrower’s execution and delivery of, and performance of its obligations under, the Operative Agreements to which Borrower is or will be a party do not require the consent or approval of, the giving of noticenotice to, the passage registration with, the recording or filing of time any documents with, or both would constitute a Default the taking of any other action in respect of (1) any trustee or an Event other holder of Default under any debt of Borrower, or (2) any Governmental Entity, other than (x) the Loan DocumentsFinancing Statements, and (y) filings, recordings, notices, or other ministerial actions pursuant to any routine recording, contractual, or regulatory requirements. (cv) As Each of the date hereofOperative Agreements to which Borrower is or will be a party have been, duly authorized, executed, and delivered by Borrower does not have any claim and the Operative Agreements to which Borrower is or will be a party constitute legal, valid, and binding obligations of Borrower enforceable against Lender Borrower in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, and no offset other similar Laws affecting the rights of creditors generally or defense to the payment or performance by general principles of the Obligations or any counterclaim or right to rescission to enforcement of any of the terms of the Loan Documentsequity. (dvi) No voluntary actions Except as set forth in Holdings’ most recent annual report on Form 10-K, quarterly report on Form 10-Q or current report on Form 8-K filed by with the SEC on or prior to September 30, 2005, no action, claim or proceeding is now pending or, to Borrower’s knowledgeActual Knowledge, involuntary actions are pending threatened, against Borrower under the bankruptcy or insolvency laws of the United States or before any state thereofGovernmental Entity, that is reasonably likely to be determined adversely to Borrower and if determined adversely to Borrower would result in a Material Adverse Change. (evii) Holdings’ audited consolidated balance sheet for its most-recent fiscal year ended December 31, 2004, included in Holdings’ most-recent annual report on Form 10-K filed by Holdings with the SEC, and the related consolidated statements of operations and cash flows for the period then ended, have been prepared in accordance with GAAP and fairly present in all material respects in accordance with GAAP the financial condition of Holdings and its consolidated subsidiaries as of such date and the results of its operations and cash flows for such period, and since the date of such balance sheet, there has been no Material Adverse Change in such financial condition or operations, except for matters disclosed in (1) the financial statements referred to above, or (2) any subsequent report filed with the SEC before September 30, 2005. (viii) On the Borrowing Date, except for the filing of the Financing Statements, no further action, including filing or recording any document (including any financing statement under UCC Article 9) is necessary in order to establish and perfect Security Agent’s Lien on the Collateral, as against Borrower and any other Person, in any applicable jurisdictions in the United States. (ix) Each of the Purchase Agreement and the GTA are in full force and effect and neither Borrower nor, to the Actual Knowledge of Borrower’s execution, delivery and performance either of this Amendment will not violate the Airframe Manufacturer or conflict with the Engine Manufacturer is in default of its obligations thereunder. (x) Neither Borrower nor any laws, rules, regulations Person authorized to act on its behalf has directly or orders indirectly offered any beneficial interest or Security relating to the ownership of any Governmental Authority applicable to Borrowerinterest in the Collateral, or violate any of the Loan Certificates or conflict withany other interest in or security under the Security Agreement or any other interest in or security under such Collateral, result in a breach offor sale to, or constitute solicited any offer to acquire any such interest or security from, or has sold any such interest or security to, any Person in violation of the Securities Act. (xi) Borrower holds all licenses, permits and franchises from the appropriate Government Entities necessary to authorize Borrower to engage in air transportation and to carry on scheduled commercial passenger service as currently conducted, except where the failure to hold any such license, permit, or franchise would not give rise to a default (with due notice or lapse of time or both) under any material contract or organizational documents of Materially Adverse Change to Borrower. (fxii) Borrower has is not an “investment company” or a company controlled by an “investment company” within the requisite corporate power and authority to enter into, to deliver and to perform this Amendment and Borrower has all material permits, licenses, consents and agreements meaning of all Persons necessary or required for the Borrower to execute and deliver this Agreement and perform its obligations under this AmendmentInvestment Company Act of 1940. (gxiii) The Loan DocumentsNo Person acting on behalf of Borrower is or will be entitled to any broker’s fee, as commission, or finder’s fee in connection with the transactions contemplated by this Agreement, other than Borrower’s Advisor. (xiv) Borrower will not directly or indirectly use any of the same have been modifiedproceeds from the issuance of the Loan Certificates so as to result in a violation of Regulation T, amended and restated U or X of the Board of Governors of the Federal Reserve System. (including, without limitation, xv) None of the Reserved Provisions adversely affect in any material respect the rights assigned to Security Agent pursuant to this Amendment), are the valid Security Agreement. (xvi) The purchase price allowance granted by Engine Manufacturer to Borrower pursuant to the GTA is not assignable by Borrower to any third party and legally binding obligation of does not appear in any purchase price invoice prepared by Airframe Manufacturer for Boeing model 737 aircraft purchased by Borrower subject only pursuant to bankruptcy, insolvency, reorganization, moratoriums, or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remediesPurchase Agreement.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to each Lender as of and the First Amendment Date thatSecurity Agent that on the date hereof and on each Borrowing Date: (ai) The representationsBorrower is a corporation duly incorporated, warrantiesvalidly existing and in good standing under the Laws of Delaware, certifications and agreements contained has the corporate power and authority to conduct the business in the Loan Documents are true, complete which it is currently engaged and accurate in all material respects as to own or hold under lease its properties and to enter into and perform its obligations under each of the date hereofOperative Agreements to which Borrower is or will be a party. Borrower is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which the nature and extent of the business conducted by it, providedor the ownership of its properties, howeverrequires such qualification, that those representations and warranties expressly referring except where the failure to be so qualified does not constitute or would not give rise to a specified date shall have been true, correct and complete in all material respects as of such dateMaterial Adverse Change with respect to Borrower. (bii) No Default The execution and delivery by Borrower of, and performance by Borrower of its obligations under, this Agreement and the other Operative Agreements to which Borrower is or Event will be a party, and the Purchase Agreement and the GTA, have been duly authorized by all necessary corporate action on the part of Default currently exists Borrower and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of Borrower, except such as have been duly obtained and are in full force and effect. (iii) Borrower’s execution and delivery of, and performance of its obligations under, the Operative Agreements to which Borrower is or will be a party, and the Purchase Agreement and the GTA, do not, (1) violate any provision of Borrower’s certificate of incorporation or by-laws, (2) violate any Law applicable to or binding on Borrower, or (3) violate or constitute any default under, or result in the creation of any Lien (other than as permitted under the Loan Documents Security Agreement) upon the Collateral under, any material lease, loan or other agreement to which Borrower is or will be a party or by which Borrower or any of its properties is bound. (iv) Borrower’s execution and delivery of, and performance of its obligations under, the Operative Agreements to which Borrower has no knowledge is or will be a party, and the Purchase Agreement and the GTA, and the consummation by Borrower of any event which with transactions contemplated hereby or thereby will not require the consent, approval or authorization of, the giving of noticenotice to, the passage registration with, the recording or filing of time any documents with, or both would constitute a Default the taking of any other action in respect of (1) any trustee or an Event other holder of Default under any debt of Borrower, or (2) any Governmental Entity, other than (x) the Loan DocumentsFinancing Statements (and continuation statements periodically related to the Collateral), (y) filings, recordings, notices, or other ministerial actions pursuant to any routine recording, contractual, or regulatory requirements and (z) the execution and delivery of the Consent and Agreement and the Engine Consent and Agreement by Airframe Manufacturer and Engine Manufacturer, respectively. (cv) As Each of the date hereofOperative Agreements to which Borrower is a party, and the Purchase Agreement and the GTA, have been, duly authorized, executed, and delivered by Borrower does not have any claim against Lender and, assuming the due authorization, execution, and no offset or defense to delivery thereof by the payment or performance other parties hereto and thereto, the Operative Agreements and the Purchase Agreement and the GTA, constitute, and on the applicable Borrowing Date, each of the Obligations other Operative Agreements to which Borrower is a party will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, and other similar Laws affecting the rights of creditors generally or any counterclaim or right to rescission to enforcement by general principles of any of the terms of the Loan Documentsequity. (dvi) No voluntary actions Except as set forth in Holdings’ most recent annual report on Form 10-K, quarterly report on Form 10-Q or current report on Form 8-K filed by with the SEC on or prior to December 31, 2004, no action, claim or proceeding is now pending or, to Borrower’s knowledgeActual Knowledge, involuntary actions are pending threatened, against Borrower under before any Governmental Entity, that is reasonably likely to be determined adversely to Borrower and if determined adversely to Borrower would result in a Material Adverse Change with respect to Borrower, and there is no action, suit or proceeding pending, or to the bankruptcy Actual Knowledge of Borrower threatened, before or insolvency laws by any court, arbitrator or administrative agency, body or official to which Borrower is subject, that questions the validity of the United States or any state thereofOperative Agreements. (evii) Borrower’s executionThe financial statements delivered by Borrower pursuant to Section 4(a)(ix) have been prepared in accordance with GAAP and fairly present in all material respects in accordance with GAAP the financial condition of Borrower and its consolidated subsidiaries as of such date and the results of its operations and cash flows for such periods, delivery and performance since the date of this Amendment will not violate such balance sheet, there has been no material adverse change in such financial condition or conflict with any lawsresults of operations, rules, regulations or orders of any Governmental Authority applicable except for matters disclosed in (1) the financial statements referred to Borrowerabove, or violate or conflict with, result in a breach of, or constitute a default (2) any subsequent report filed with due notice or lapse of time or both) under any material contract or organizational documents of Borrowerthe SEC. (fviii) Borrower has the requisite corporate power and authority to enter into, to deliver and to perform this Amendment and Borrower has all material permits, licenses, consents and agreements of all Persons necessary or required Except for the Borrower security interest granted to execute and deliver this the Security Agent for the ratable benefit of the Lenders pursuant to the Security Agreement and perform its obligations under this Amendment. (g) The Loan Documentsexcept for Permitted Liens, as any Borrower owns each item of the same Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been modifiedfiled in favor of the Security Agent, amended and restated (including, without limitationfor the ratable benefit of the Lenders, pursuant to this AmendmentAgreement. On each Borrowing Date, except for the filing of the Financing Statements, no further action, including filing or recording any document (including any financing statement under UCC Article 9) is necessary in order to establish and perfect Security Agent’s first priority Lien on the Collateral, as against Borrower and any other Person, in any applicable jurisdictions in the United States. The security interests granted pursuant to the Security Agreement upon completion of the filings of the Financing Statements specified in the prior sentence will constitute valid first priority perfected security interests in all of the Collateral in favor of Security Agent, for the ratable benefit of the Lenders, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of Borrower and any Persons purporting to purchase any Collateral from Borrower in any applicable jurisdiction in the United States. On the date hereof, Borrower’s jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of Borrower’s chief executive office are the valid and legally binding obligation as follows: Jurisdiction of Borrower subject only to bankruptcy, insolvency, reorganization, moratoriums, or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies.Organization: Delaware Identification Number: 2350036

BORROWER REPRESENTATIONS AND WARRANTIES. In order to induce Lender to enter into this Agreement and to make the Loan to Borrower, Borrower represents and warrants to Lender warrants, as of the First Amendment Date date hereof, and as of the date of execution of any Request For Advance hereunder, that: (a) The representationsBorrower is duly organized or incorporated, warrantiesvalidly existing and in good standing under the laws of the State of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, certifications and agreements contained is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing. The Borrower and the Guarantor are each duly authorized to execute and deliver the Loan Documents are trueexecuted by it, complete all necessary action to authorize the execution and accurate in all material respects as delivery of the date hereof, provided, however, that those representations and warranties expressly referring to a specified date shall have been true, correct and complete in all material respects as of such date. (b) No Default or Event of Default currently exists under the Loan Documents has been properly taken, and the Borrower has no knowledge of any event which with the giving of notice, the passage of time or both would constitute a Default or an Event of Default is and will continue to be duly authorized to borrow under the Loan Documents. (c) As this Agreement and to perform all of the date hereof, Borrower does not have any claim against Lender other terms and no offset or defense to the payment or performance of the Obligations or any counterclaim or right to rescission to enforcement of any of the terms provisions of the Loan Documents. (db) No voluntary actions There are no actions, suits, proceedings or governmental investigations pending or, to the knowledge of the Borrower’s knowledge, involuntary actions are pending threatened against the Borrower, which could result in a material adverse change in its business, assets, operations, condition (financial or otherwise) or results of operations and there is no basis known to the Borrower for any action, suit, proceeding or investigation which could result in such a material adverse change. (c) There does not exist any Event of Default under this Agreement or any default or violation by the bankruptcy Borrower of or insolvency under any of the terms, conditions or obligations of: (a) its articles or certificate of incorporation, regulations or bylaws if the Borrower is a corporation or its other organizational documents as applicable; (b) any indenture, mortgage, deed of trust, franchise, permit, material contract, material agreement, or other instrument to which it is a party or by which it is bound; or (c) any law, ordinance, regulation, ruling, order, injunction, decree, condition or other requirement applicable to or imposed upon it by any law, the action of any court or any governmental authority or agency; and the consummation of this Agreement and the transactions set forth herein will not result in any such default or violation or Event of Default. (d) Under the laws of the United States or any state thereofstate(s) in which the Collateral is to be located, the Collateral consists solely of personal property. (e) The financial statements of Borrower (copies of which have been furnished to Lender) have been prepared in accordance with generally accepted accounting principles consistently applied, and accurately and completely present Borrower’s execution's financial condition and the results of its operations as of the date of and for the period covered by such statements, delivery and performance since the date of this Amendment will not violate such statements there has been no material adverse change in such conditions or conflict with any laws, rules, regulations or orders of any Governmental Authority applicable to Borrower, or violate or conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any material contract or organizational documents of Borroweroperations. (f) The address stated on page one of this Agreement is the principal office of Borrower has and the requisite corporate power place where all books and authority to enter into, to deliver and to perform this Amendment records concerning the Collateral are kept; the address set forth on the applicable Request For Advance is the location at which the applicable Collateral is kept; and Borrower has all material permitsdoes not conduct business under a trade, licenses, consents and agreements of all Persons necessary or required for the Borrower to execute and deliver this Agreement and perform its obligations under this Amendment. (g) The Loan Documents, as any of the same have been modified, amended and restated (including, without limitation, pursuant to this Amendment), are the valid and legally binding obligation of Borrower subject only to bankruptcy, insolvency, reorganization, moratoriumsassumed, or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remediesfictitious name.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender that: (i) Borrower is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; (ii) Borrower is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the First Amendment Date that: business conducted or property owned by it makes such qualification necessary; (aiii) The representations, warranties, certifications and agreements contained in the Loan Documents are true, complete and accurate in all material respects as Borrower has registered its Common Stock under Section 12(g) of the date hereofSecurities Exchange Act of 1934, providedas amended (the “1934 Act”), howeverand is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, that those representations and warranties expressly referring to a specified date shall have been trueduly and validly authorized by Borrower; (v) this Note and the other Transaction Documents have been duly executed and delivered by Borrower and constitute the valid and binding obligations of Borrower enforceable in accordance with their terms; (vi) the execution and delivery of the Transaction Documents by Borrower, correct and complete the issuance of securities in all material respects as of such date. (b) No Default or Event of Default currently exists under the Loan Documents and Borrower has no knowledge of any event which accordance with the giving of noticeterms thereof, and the passage of time or both would constitute a Default or an Event of Default under the Loan Documents. (c) As consummation by Borrower of the date hereof, other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Borrower does not have any claim against Lender and no offset or defense to the payment or performance of the Obligations or any counterclaim or right to rescission to enforcement of any of the terms of the Loan Documents. (d) No voluntary actions or, to Borrower’s knowledge, involuntary actions are pending against Borrower under the bankruptcy or insolvency laws of the United States or any state thereof. (e) Borrower’s execution, delivery and performance of this Amendment will not violate or conflict with any laws, rules, regulations or orders of any Governmental Authority applicable to Borrower, or violate or conflict with, result in a breach provisions of, or constitute a default under (a) Borrower’s formation documents or bylaws, each as currently in effect, (b) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Borrower is a party or by which it or any of its properties or assets are bound, including any listing agreement for the Common Stock, or (c) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over Borrower or any of Borrower’s properties or assets; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or any lender of Borrower is required to be obtained by Borrower for, in the Event of Default (as defined below), the issuance of the Conversion Shares to Lender; (viii) none of Borrower’s filings with due notice the SEC contain any untrue statement of a material fact or lapse omit to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (ix) during the twelve months prior to the Effective Date, Borrower has filed all reports, schedules, forms, statements and other documents required to be filed by Borrower with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or bothother document prior to the expiration of any such extension; (x) other than as disclosed in reports filed by Borrower pursuant to Section 13 or Section 15(d) of the 1934 Act (“’34 Act Report”) there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Borrower, threatened against or affecting Borrower before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a material adverse effect on Borrower or which would adversely affect the validity or enforceability of, or the authority or ability of Borrower to perform its obligations under, any of the Transaction Documents; (xi) during the past twelve months, Borrower has not consummated any material financing transaction that has not been disclosed in a ’34 Act Report; (xii) Borrower is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any material contract commissions, placement agent or organizational documents finder’s fees or similar payments that will or would become due and owing by Borrower to any person or entity as a result of Borrower. this Note or the Transaction Documents (f“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Lender shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this subsection that may be due in connection with the transactions contemplated hereby and Borrower shall indemnify and hold harmless each of Lender, ▇▇▇▇▇▇’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’ fees) and expenses suffered in respect of any such claimed or existing Broker Fees; (xv) if and when issued following an Event of Default, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; (xvi) neither Lender nor any of its officers, directors, members, managers, employees, agents or representatives has made any representations or warranties to Borrower or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Borrower is not relying on any representation, warranty, covenant or promise of Lender or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; (xvii) Borrower acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, as set forth more specifically in Section 10 below, shall be applicable to the Transaction Documents and the transactions contemplated therein; and (xviii) Borrower has the requisite corporate power performed due diligence and authority to enter into, to deliver background research on Lender and to perform this Amendment and Borrower has all material permits, licenses, consents and agreements of all Persons necessary or required for the Borrower to execute and deliver this Agreement and perform its obligations under this Amendment. (g) The Loan Documents, as any of the same have been modified, amended and restated (affiliates including, without limitation, pursuant ▇▇▇▇ ▇. ▇▇▇▇, and, to this Amendmentits satisfaction, has made inquiries with respect to all matters Borrower may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/research/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. ▇▇▇▇▇▇▇▇, are being aware of the valid matters described in subsection (xviii) above, acknowledges and legally binding obligation of Borrower subject only to bankruptcy, insolvency, reorganization, moratoriumsagrees that such matters, or any similar laws at matters, have no bearing on the time transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information as a defense to performance of its obligations under the Transaction Documents or in effect affecting the enforceability any attempt to avoid, modify or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remediesreduce such obligations.

BORROWER REPRESENTATIONS AND WARRANTIES. To induce Lender to enter into this Agreement, extend the Loan and make the advances, Borrower represents and warrants to Lender as of the First Amendment Date that: (a) The representations, warranties, certifications and agreements contained in the Loan Documents are true, complete and accurate in all material respects as of the date hereof, provided, however, that those representations and warranties expressly referring to a specified date shall have been true, correct and complete in all material respects as of such date. (b) No Default or Event of Default currently exists under the Loan Documents and Borrower has no knowledge of any event which with the giving of notice, the passage of time or both would constitute a Default or an Event of Default under the Loan Documents. (c) As of the date hereof, Borrower does not have any claim against Lender and no offset or defense to the payment or performance of the Obligations or any counterclaim or right to rescission to enforcement of any of the terms of the Loan Documents. (d) No voluntary actions or, to Borrower’s knowledge, involuntary actions are pending against Borrower under the bankruptcy or insolvency laws of the United States or any state thereof. (e) Borrower’s execution, delivery and performance of this Amendment will not violate or conflict with any laws, rules, regulations or orders of any Governmental Authority applicable to Borrower, or violate or conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any material contract or organizational documents of Borrower. (f) Borrower has the requisite corporate full power and authority to enter intointo this Agreement and this Agreement has been duly and validly authorized, executed and delivered by Borrower. b) This Agreement does not violate any limitation on the indebtedness of Borrower imposed by any statute, ordinance, charter, bylaw, or other agreement or instrument applicable to deliver Borrower and this Agreement will not be rescinded at any time by any action of Borrower. c) Borrower is not in default in the performance or fulfillment of any of the obligations, covenants or conditions contained herein or in any other resolution, agreement, or instrument to which Borrower is a party which would have a material adverse effect on the ability of Borrower to perform its obligations hereunder or would adversely affect the enforceability hereof. SAMPLE d) Borrower has, or will have prior to commencing work on the Project, obtained all necessary federal, state and local licenses, permits and approvals required to construct, install, implement and operate the Project and shall comply with all federal, state and local laws, codes, rules and regulations applicable to the Project. e) Any written information, reports and other paper or data prepared by Borrower and furnished to Lender by Borrower pursuant to this Amendment Agreement were, at the time they were so furnished, complete and Borrower has correct in all material permits, licenses, consents respects to the extent necessary to give Lender a true and agreements accurate knowledge of all Persons necessary or required for the subject matter thereof. f) Borrower to shall maintain the Project in good working order and shall ensure that adequate personnel are fully instructed in the proper use and care of the Project. g) Borrower shall execute and deliver this Agreement to Lender all such documents and perform instruments as may be necessary or reasonably required by Lender to enable Lender to exercise and enforce its obligations rights under this AmendmentAgreement, the Loan and any related transaction documents. h) Borrower shall to the extent permitted by law, and upon three (g3) The Loan Documentsbusiness days prior notice, permit Lender, from time to time during normal business hours, as any of the same have been modifiedoften as may be reasonably requested, amended to inspect its books and restated (including, without limitation, pursuant records and make copies from such books and records which relate to its performance under this Amendment), are the valid and legally binding obligation of Borrower subject only to bankruptcy, insolvency, reorganization, moratoriums, or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remediesAgreement.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to Lender as of the First Amendment Date that: (a) The representationsboth before and after giving effect to this Amendment and any Loan or Issuance on the Amendment No. 2 Effective Date, warranties, certifications the representations and agreements contained warranties set forth in Article IV of the Credit Agreement and in the other Loan Documents that have no materiality or Material Adverse Effect qualification are true, complete true and accurate correct in all material respects and the representations and warranties set forth in Article IV of the Credit Agreement and in the other Loan Documents that have a materiality or Material Adverse Effect qualification are true and correct in all respects, in each case with the same effect as though made on and as of the date hereofAmendment No. 2 Effective Date or, provided, however, that those to the extent such representations and warranties expressly referring relate to a specified date shall have been truean earlier date, correct and complete in all material respects as of such earlier date.; (b) No both before and after giving effect to this Amendment and any Loan or Issuance on the Amendment No. 2 Effective Date, no Default or Event of Default currently exists under the Loan Documents has occurred and Borrower has no knowledge of any event which with the giving of notice, the passage of time or both would constitute a Default or an Event of Default under the Loan Documents.is continuing; (c) As of the date hereof, Borrower does not have any claim against Lender and no offset or defense to the payment or performance of the Obligations or any counterclaim or right to rescission to enforcement of any of the terms of the Loan Documents. (d) No voluntary actions or, to Borrower’s knowledge, involuntary actions are pending against Borrower under the bankruptcy or insolvency laws of the United States or any state thereof. (e) Borrower’s execution, delivery and performance of this Amendment are within the corporate or other organizational power and authority of the Borrower and each Guarantor and have been duly authorized by appropriate organizational and governing action and proceedings; (d) the execution and delivery by the Borrower and each Guarantor of this Amendment does not and will not (i) violate (A) any provision of any law, statute, rule or conflict with regulation, or of the certificate or articles of incorporation or partnership agreement, other constitutive documents or by-laws of the Borrower or any lawssuch Guarantor or (B) any applicable order of any court or any rule, rules, regulations regulation or orders order of any Governmental Authority applicable to BorrowerAuthority, or violate or (ii) be in conflict with, result in a breach of, of or constitute a default (alone or with due notice or lapse of time or both) a default under any material contract Contractual Obligation of the Borrower or organizational documents any Guarantor, where any such conflict, violation, breach or default referred to in clause (i) or (ii) of Borrower.this clause (d), individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, (iii) except as permitted under the Credit Agreement (as amended by this Amendment), result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower or any such Guarantor (other than any Liens created under any of the Loan Documents in favor of the Collateral Agent on behalf of the Secured Parties), or (iv) require any approval of stockholders or partners or any approval or consent of any Person under any Contractual Obligation of the Borrower or any Guarantor except for such approvals or consents which have been obtained and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect; (e) the person who is executing this Amendment on behalf of the Borrower and each Guarantor has the full power, authority and legal right to do so, and this Amendment has been duly executed by such person and delivered to the Administrative Agent; and (f) Borrower has the requisite corporate power and authority to enter into, to deliver and to perform this Amendment constitutes the legal, valid, and Borrower has all material permits, licenses, consents and agreements of all Persons necessary or required for the Borrower to execute and deliver this Agreement and perform its obligations under this Amendment. (g) The Loan Documents, as any of the same have been modified, amended and restated (including, without limitation, pursuant to this Amendment), are the valid and legally binding obligation of the Borrower subject only to enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratoriumsmoratorium, or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remediesof equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).