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Exhibit
10.6
EXHIBIT
C
Security Agreement
Date :
April 30, 2008
Debtor :
Ariel Way, Inc., a Florida corporation, and its wholly-owned
subsidiary, Lime Truck Acquisition Corporation, a Delaware
corporation (collectively, the “Debtor”)
Debtor's Mailing Address:
8000 Towers Crescent Drive, Suite 1220
Vienna, VA 22182
Secured Party :
Melody Mayer, Heath Hill, and Charles Warren,
acting through their attorney of record, Tandy Jouret with Leggett
& Clemons, PLLC, as their representative (collectively referred
to as the “Secured Party”)
Secured Party’s Mailing
Address:
Through their attorney of record:
Tandy Jouret
Leggett & Clemons, PLLC
2745 Dallas North Parkway, Suite 310
Dallas, Texas 75093
Collateral :
The vehicles identified as follows:
VIN –
JALB4B16X67020198 2006 Isuzu
VIN –
JALB4B16X67014742 2006 Isuzu
VIN –
JALB4B16767020191 2006 Isuzu
VIN –
JALB4B16267014704 2006 Isuzu
VIN –
4GTJ7C126VJ600023 1997 Isuzu
VIN –
JALB4B16X67014739 2006 Isuzu
Certain assets of Lime Truck Acquisition
Corporation, a Delaware corporation and a wholly-owned
subsidiary of Debtor as listed in Exhibit A attached
hereto “ List of Assets. ”
Obligation : The obligation includes (i)
those certain One Year Promissory Notes in the aggregate principal
amount of Six Hundred Forty Thousand Dollars and no/100 ($640,000)
(the “One Year Promissory Notes”), and (ii) those
certain Acquisition Promissory Notes in the aggregate principal
amount of Seven Hundred Ninety Two Thousand Five Hundred and no/100
dollars ($792,500) (the “Acquisition Promissory Notes”)
issued to the Secured Party by the Debtor (collectively, the
“Notes”) on April 30, 2008, plus all costs incurred by
Secured Party to enforce this Security Agreement and to maintain,
preserve, collect and realize upon the Collateral upon the
occurrence of an Event of Default as defined herein.
1
Priority of Security Interest : Debtor
acknowledges and agrees that the Obligation shall be secured by a
first priority security interest as evidenced by this Security
Agreement, such security interest being subordinate only to Isuzu
Finance Corporation or any other interest necessary to secure
financing and to those obligations properly secured prior to the
date hereof.
Debtor’s Representations Concerning Location of
Collateral : Subject to the terms of this Agreement, Debtor
grants to Secured Party a security interest in the Collateral and
all its proceeds to secure payment and performance of
Debtor’s Obligation in this Security Agreement and all
renewals and extensions thereof.
Debtor’s Covenants
1.
Protection of Collateral. Debtor will defend
the Collateral against all claims and demands and will keep it free
from all liens except those for taxes not yet due and from all
subordinate security interests. The books and records
evidencing the Collateral will remain in Debtor’s possession
or control at all times, except as otherwise provided in this
Agreement.
2.
Secured Party’s Costs. Debtor will pay
all expenses incurred by Secured Party in enforcing this security
interest or the Collateral upon an Event of Default, expenses for
which Debtor is liable include, but are not limited to, taxes,
assessments, reasonable attorney's fees, and other legal expenses.
These expenses will bear interest from the dates of payments
at the highest rate allowed by law, and Debtor will pay Secured
Party this interest on demand at a time and place reasonably
specified by Secured Party. These expenses and interest will
be part of the Obligation and will be recoverable as such in all
respects.
3.
Additional Documents. Upon the occurrence of
an Event of Default, Debtor will sign any papers that Secured Party
considers necessary to obtain, maintain, and perfect this security
interest or to comply with any relevant law.
4.
Notice of Changes. Debtor will immediately
notify Secured Party of any material change in the Collateral;
change in Debtor’s names, address, or location; change in any
matter warranted or represented in this Agreement; change that may
affect this security interest; and any event of default.
5.
Disposition of Collateral. Debtor may not
dispose or transfer substantially all of the assets of Debtor
without prior written consent of the Secured Party and without
granting Secured Party a secured position against the transfer of
assets and/or the entity to which the assets are transferred.
6.
Effect
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