U.S. BANK NATIONAL ASSOCIATION d/b/a U.S. BANK EQUIPMENT FINANCE v. PALADIN MANUFACTURING LLP

IN THE DISTRICT COURT WITHIN AND FOR LOVE COUNTY STATE OF OKLAHOMA U.S. BANK NATIONAL ASSOCIATION ) d/b/a U.S. BANK EQUIPMENT FINANCE ) ) Plaintiff ) Vs. ) Case No.CJ-26-15 ) ) ) PALADIN MANUFACTURING LLP; ) Filed in District Court FLYING M TRUCK & EQUIPMENT INC. ) Love County, OK NELLIE MUSSE ) WILLIAM MUSSE ) ) MAR 16 2026 Defendants. ) Wendy Holland, Court Clerk ) By________________Deputy PETITION FOR REPLEVIN NOW INTO COURT COMES the above-named Plaintiff, U.S. BANK NATIONAL ASSOCIATION d/b/a U.S. BANK EQUIPMENT FINANCE ("U.S. BANK") and for its cause of action against the above-named Defendants, PALADIN MANUFACTURING LLP, an Oklahoma Limited Partnership (PALADIN), FLYING M TRUCK & EQUIPMENT INC., an Oklahoma corporation, (FLYING M), NELLIE MUSSE, an individual (NELLIE) and William MUSSE, (WILLIAM), an individual, alleges and states as follows: JURISDICTION 1. U.S. BANK is a corporation with its principal place of business in the State of Minnesota. 2. PALADIN is a limited partnership with its principal place of business in the State of Oklahoma. 3. FLYING M is a corporation with its principal place of business in the State of Oklahoma. 4. NELLIE is an individual who resides in and may be served with Summons in Carter County, Oklahoma. 5. WILLIAM is an individual who resides in and may be served with Summons in Carter County, Oklahoma. 6. The collateral sought in this Petition for Replevin is, based on information and belief, situated in Love County, Oklahoma, and therefore venue is proper in Love County. GENERAL ALLEGATIONS 7. U.S. BANK is in the business of extending credit through certain finance agreements to the general public throughout the United States. It does so by means of a contract entered into between itself and its customers by an agreement known as an Equipment Finance Agreement. By the general terms of the Agreement, U.S. BANK agrees to purchase, on behalf of its customer, certain equipment from an authorized dealer. In return the customer pledges the equipment purchased for itself by U.S. BANK as collateral for the obligation it incurs to U.S. BANK pursuant to the Agreement. 8. In this particular circumstance, U.S. BANK entered into an Equipment Finance Agreement with PALADIN for the purchase of equipment in which to operate its business. FIRST CAUSE OF ACTION 9. All material facts contained in the Jurisdiction and General Allegations are incorporated into this cause of action. 10. On or about December 21, 2023, U.S. BANK and PALADIN executed an Equipment Finance Agreement ("the Agreement") (attached as Exhibit "A") by which PALADIN became obligated to pay U.S. BANK unconditional monthly payments of $2,850.25 commencing December 26, 2023, and monthly thereafter until the total number of 84 payments had been paid. 11. U.S. BANK remains the owner and holder of the Agreement between itself and PALADIN. 12. PALADIN has failed to pay the Agreement when due, despite demand by U.S. BANK, and is therefore in default under the Agreement. 13. As of September 9, 2025, after credit for all payments and offsets, the balance due on the Agreement was $189,137.12. 14. U.S. BANK is entitled to a reasonable attorney's fee and its other reasonable costs of collection under the terms of the Agreement and under 12 OS Sec. 936 and 12 O.S. Sec. 1751 et seq. 15. Because of PALADIN's default under the Agreement, U.S. BANK has a special ownership or interest in the Collateral and is entitled to immediate possession of the Collateral, described as: ONE (1) OMAX MAXIEM 2060-X5 CNC WATERJET ("the Collateral") 16. The actual value of the Collateral is estimated at $73,422.00. 17. For a valuable consideration, NELLIE executed and delivered her Continuing and Personal Guaranty of the indebtedness of PALADIN to U.S. BANK (included on Exhibit "A" attached hereto"). U.S. BANK now looks to NELLIE for all amounts due from PALADIN to it. 18. For a valuable consideration, WILLIAM executed and delivered his Continuing and Personal Guaranty of the indebtedness of PALADIN to U.S. BANK (included on Exhibit "A" attached hereto"). U.S. BANK now looks to WILLIAM for all amounts due from PALADIN to it. 19. For a valuable consideration, FLYING M executed and delivered its Guaranty of the indebtedness of PALADIN to U.S. BANK (attached as Exhibit "B"). U.S. BANK now looks to FLYING M for all amounts due from PALADIN to it. 20. The Collateral has not been taken in execution on any order or judgment against U.S. BANK, or for the payment of any tax, fine or amercement assessed against U.S. BANK, or by virtue of an order of delivery issued under Chapter 31 of Title 12 of the Oklahoma Statutes, or any other mesne or final process issued against U.S. BANK. 21. U.S. BANK believes that one or more of the Defendants are in actual or constructive possession of the Collateral, and that their possession is subject to the rights of U.S. BANK. Although U.S. BANK has demanded possession of the Collateral, the Defendants have failed to deliver or relinquish possession of the Collateral to it. Defendants are therefore wrongfully detaining the Collateral. 22. U.S. BANK believes that Defendants may attempt to conceal, damage or destroy the Collateral or a part thereof or to remove the Collateral from the state or county, and U.S. BANK will thereby suffer irreparable harm. U.S. BANK is without adequate remedy at law to prevent such harm and injury. 23. U.S. BANK hereby requests the issuance of an Order of Delivery for recovery of the Collateral. U.S. BANK further requests that the Clerk of this Court issue a Notice to be served upon the Defendants which notice shall notify Defendants that: (1) an Order of Delivery of the Collateral is sought; (2) Defendants have a right to object by written response filed with the Court Clerk and delivered or mailed to U.S. BANK's attorney within five (5) days after service of the Petition; and 3) the Order of Delivery shall be issued by the Clerk in the event no written response is filed within the five day period. WHEREFORE, Plaintiff, U.S. BANK NATIONAL ASSOCIATION d/b/a U.S. BANK EQUIPMENT FINANCE, demands: (a) That the Clerk of this Court issue the above described Notice to Defendants, and further that the Notice inform Defendants that, pursuant to 12 O.S. Sec. 1571.1, any person who willfully and knowingly damages property in which there exists a valid right to issuance of an Order of Delivery, or on which such Order has been sought under the provisions of 12 O.S. Sec. 1571, as amended, or who conceals it, with intent to interfere with the enforcement of the Order, or who removes it from the jurisdiction of this Court with the intention of defeating the enforcement of an Order of Delivery, or who willfully refuses to disclose its location to an officer charged with executing an Order for its delivery, or who, when in possession of such property, willfully interferes with the officer charged with executing such writ, shall be guilty of a misdemeanor, and in addition to such criminal penalties as are provided by law, shall be liable to U.S. BANK for double the amount of damage done to the property, together with a reasonable attorney's fee to be fixed by the Court; (b) That this Court enter a money judgment for U.S. BANK and against all Defendants in the amount of $189,137.12, plus U.S. BANK's costs and a reasonable attorney's fee; (c) That this Court issue an order for the immediate delivery of the Collateral to U.S. BANK; (d) That this Court render judgment in favor of U.S. BANK against all Defendants for the possession of the Collateral, decreeing that U.S. BANK's interests in the Collateral are senior and prior to the interests of all Defendants, if any in the Collateral, and authorizing the foreclosure of U.S. BANK's security interest in the Collateral. G. RUDY HIERSCHE, JR. OBA No. 4183 Of Counsel McAfee & Taft 8th Floor, Two Leadership Square 211 N. Robinson Avenue Oklahoma City, OK 73102 (405) 235-3123 phone (405) 235-0439 fax [email protected] Attorney for Plaintiff ATTORNEY'S LIEN CLAIMED. EQUIPMENT FINANCE Second Account Inquiries: 3170 Madrid Street, Memphis, TN 592258 Second Payroll Inquiries: PO Box 8608, St. Louis, MO 59175468 The words, "You," "your" and "yours" refer to Customer. The words "secured Party," "we," "us" and "our" refer to U.S. Bank Equipment Finance, a division of U.S. Bank National Association, and/or its successors and assigns. CUSTOMER INFORMATION* FULL LEGAL NAME PALADIN MANUFACTURING LLC CITY, STATE MARIONNA, OK 73446 STREET ADDRESS 10811 ACE LANE ZIP 73446 PHONE (479) 812-7061 FAX EQUIPMENT LOCATION IF DIFFERENT FROM CUSTOMER ADDRESS ABOVE: E-MAIL ARDMORE, OK 73401 STATE ZIP 1405 11TH AVE NW, BOX 301 STREET ADDRESS ONE (1) OMAX MAXIEM 280MX5 CNC WATERJET COPY OF ORIGINAL THE PAYMENTS (PAYMENT) PERIOD IS MONTHLY UNLESS OTHERWISE INDICATED. PAYMENT $ & TERM INFORMATION Advatical Payment: $8,850.25 Amounts Financed: $175,800.00 (incaseating my anticipated the market) THIS AGREEMENT IS NONCANCELABLE, IRREVOCABLE AND CANNOT BE TERMINATED. 1. AGREEMENT: YOU (hereinafter the "Customer"), secured party ("secured Party") and us ("Us" or "U.S. Bank Equipment Finance" or "U.S. Bank") agree that this agreement and the terms of this agreement shall be irrevocable and noncancelable except by mutual consent in writing. The terms of this agreement shall in all respects govern all matters relating to the equipment described herein (the "Equipment"). Unless otherwise agreed in writing, it is understood and agreed that this agreement is subject to the secured Party's standard equipment finance agreement (the "Agreement") that includes its standard payment and terms and conditions and the following additional terms and conditions: a. GRANTING AN INTEREST IN EQUIPMENT: YOU GRANT TO US A SECURITY INTEREST IN THE EQUIPMENT AS MORE FULLY SET FORTH IN THE AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW YOU GRANT TO US A SECURITY INTEREST IN ALL OTHER RIGHT, TITLE AND INTEREST WHICH YOU MAY AT ANY TIME AFTER THIS DATE HAVE OR ACQUIRE INCLUDING ANY PROCEEDS THEREOF, TO SECURE THE PERFORMANCE OF THE OBLIGATIONS OF YOU UNDER THIS AGREEMENT AND THE AGREEMENT. SUCH SECURITY INTEREST SHALL BE A SUPPLEMENTAL SECURITY INTEREST IN ADDITION TO ANY OTHER SECURITY INTEREST GRANTED BY YOU TO US IN ANY OTHER DOCUMENTS RELATED TO THE EQUIPMENT. b. TERMS AND CONDITIONS OF THIS AGREEMENT: YOU AGREE THAT EACH AND EVERY OBLIGATION UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OkLAHOMA WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICT OF LAWS. ANY ACTION TO ENFORCE ANY OBLIGATION HEREUNDER SHALL BE BROUGHT ONLY IN THE COURTS OF THE STATE OF OkLAHOMA OR IN SUCH FEDERAL COURT AS SHALL HAVE JURISDICTION THEREOVER. c. REPRESENTATIONS AND WARRANTIES: YOU REPRESENT AND WARRANT THAT: (1) ALL REPRESENTATIONS AND WARRANTIES HEREBY MADE ARE TRUE AND CORRECT; (2) YOU WILL MAINTAIN GOOD AND Marketable Title and insurable Interest in the Equipment; and (3) THE EQUIPMENT DOES NOT VIOLATE ANY FEDERAL, STATE OR LOCAL LAWS AND IS NOT SUBJECT TO ANY EASEMENT, ENCUMBRANCE OR RESTRICTION WHICH IS NOT REASONABLY KNOWN TO YOU AND WHICH COULD OBSTRUCT YOUR USE THEREOF. d. BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORDING HEREOF, YOU CERTIFY THAT YOU HAVE REVIEWED AND DO AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT ON THIS PAGE AND ON PAGE 2 ATTACHED HERETO. THE EQUIPMENT; SECURITY INTEREST: AT YOUR EXPENSE, YOU SHALL INSURE THE EQUIPMENT: (i) in good repair, condition and working order, in compliance with all applicable laws, (j) against theft, loss or damage by fire and other perils, excepting natural wear and tear, decay and acts of God; (k) against acts of terrorism, vandalism and theft, excepting natural wear and tear; and (l) against loss or damage by theft, fire and other perils, excepting natural wear and tear. You will notify Us immediately if you become aware of any such event. Upon request, You agree to provide Us with a certificate of insurance in effect at your expense covering the Equipment in an amount equal to the replacement value of the Equipment at such time. You will notify Us within ten (10) days if any state of your risk of loss or damage by theft, fire and other perils, excepting natural wear and tear is changed. If the Equipment is damaged, destroyed or lost while the Equipment is in our possession, custody or control, You agree to pay for the replacement of the Equipment or, if You do not elect to replace the Equipment, You will pay as damages to Us the full value of the Equipment. 2. OWNERSHIP: ALL RISK, TITLE AND POSSESSION, AND ALL OTHER RIGHTS AND INTERESTS WHICH YOU NOW HAVE OR MAY ACQUIRE IN THE EQUIPMENT SHALL RESTRICTED WITH SUPPLIER. SUPPLIER REMAINS THE OWNER OF THE EQUIPMENT AND YOU SHALL NOT SELL, TRANSFER, ASSIGN, ENCUMBER OR ADVERSELY ALTER ANY RIGHT OR INTEREST IN THE EQUIPMENT WITHOUT OUR EXPRESS WRITTEN CONSENT. 3. SOFTWARE AND FEES: YOU SHALL NOT SELL, TRANSFER, ASSIGN, OR ADVERSELY ALTER ANY RIGHT OR INTEREST IN ANY LICENSED SOFTWARE (COLLECTIVELY, THE "SOFTWARE") OR ACCESS TO ANY SOFTWARE. OWNERSHIP OF ANY LICENSED SOFTWARE REMAINS WITH SUPPLIER. YOU WILL PAY ALL FEES, AS ADJUSTED, WHEN DUE, WHICH INCLUDE, BUT ARE NOT LIMITED TO, SUBSCRIPTION FEES AND RENEWAL FEES. ANY SOFTWARE INSTALLATION OR SOFTWARE IMAGE SHALL NOT BE MODIFIED OR ALTERED IN ANY MANNER WITHOUT OUR EXPRESS WRITTEN CONSENT. SUPPLIER MAY REQUIRE THAT YOU REINSTALL THE SOFTWARE AT ANY TIME. 4. TERMINATION OF SUPPLIER'S RIGHTS: SUPPLIER MAY TERMINATE ITS RIGHTS IN THE EQUIPMENT AT ANY TIME FOR ANY REASON OR NO REASON. SUPPLIER MAY REQUIRE THAT YOU REINSTALL THE SOFTWARE AT ANY TIME, PROVIDED SUPPLIER DOES NOT REQUIRE YOU TO DELAY IN THE DELIVERY OF ANY SUPPLIER EQUIPMENT OR SUPPLIER SERVICES AND SUPPLIER NEGLECTS TO DELAY IN DELIVERY THEREOF. 5. ASSIGNMENT: YOU SHALL NOT SELL, TRANSFER, ASSIGN, ENCUMBER OR ADVERSELY ALTER ANY RIGHT OR INTEREST IN THIS AGREEMENT OR THE EQUIPMENT WITHOUT OUR EXPRESS WRITTEN CONSENT. SUPPLIER MAY MAKE ANY TRANSFERS OF SUPPLIER'S RIGHTS OR OBLIGATIONS IN CONNECTION WITH THE EQUIPMENT OR THIS AGREEMENT AT SUPPLIER'S SOLE DISCRETION. 6. REPRESENTATIONS AND WARRANTIES: SUPPLIER MAKES THE FOLLOWING REPRESENTATIONS AND WARRANTIES REGARDING THE EQUIPMENT: (1) SUPPLIER IS THE DIRECT OR INDIRECT OWNER OF THE EQUIPMENT; (2) SUPPLIER HAS THE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO GRANT TO US THE SECURITY INTEREST PURSUANT HERETO; (3) THE EQUIPMENT IS AND WILL BE AT THE TIME OF DELIVERY THEREOF AND AT ALL TIMES THEREAFTER (A) COMMODITY AND MARKETABLE; (B) NOT OPERATIONAL; (C) NOT OUT OF COMMISSION; (D) INCORPORATED; AND (E) NOT REPAIRABLE OR SUBSTITUTABLE FOR ANY OTHER EQUIPMENT, AND YOU ACKNOWLEDGE THAT SUPPLIER MAKES THESE REPRESENTATIONS AND WARRANTIES IN RELIANCE UPON THE TRUTH AND ACCURACY OF SUPPLIER'S REPRESENTATIONS AND WARRANTIES REGARDING THE EQUIPMENT. 7. INTERPRETATIONS AND RESERVES: WE HAVE THE RIGHT AT ANY TIME TO INTERPRET THE EQUIPMENT AND THEIR PURPOSE, FUNCTIONS AND APPLICATIONS AS WE SEE FIT. YOU ACKNOWLEDGE THAT SUPPLIER IS NOT REQUIRED TO CONTINUOUSLY MONITOR THE EQUIPMENT OR PROVIDE ANY TECHNICAL SUPPORT OR ASSISTANCE TO YOU. 8. AGREEMENT; AUTHORIZE & ADVISE SUPPLIER: SUPPLIER HEREBY AUTHORIZES YOU TO GRANT TO SUPPLIER ANY权利 AND OBLIGATIONS DESCRIBED IN THIS AGREEMENT. SUPPLIER HEREBY AGREES TO AUTHORIZE SUPPLIER TO SUBMIT ANY CLAIM OR REQUEST FOR REIMBURSEMENT OF ANY EXPENSES, COSTS OR CHARGES RELATED TO THE EQUIPMENT AS DESCRIBED IN THIS AGREEMENT. SUPPLIER HEREBY AGREES TO AUTHORIZE SUPPLIER TO SUBMIT ANY CLAIM OR REQUEST FOR REIMBURSEMENT OF ANY EXPENSES, COSTS OR CHARGES RELATED TO SUPPLIER SOFTWARE AS DESCRIBED IN SUPPLIER AGREEMENT. CUSTOMER'S ACCEPTANCE: BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORDING HEREOF, YOU CERTIFY THAT YOU HAVE REVIEWED AND DO AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT ON THIS PAGE AND ON PAGE 2 ATTACHED HERETO. CONDITIONS OF SUPPLIER SUPPLIER HEREBY REPRESENTS AND WARRANTS TO YOU THAT SUPPLIER IS THE DIRECT OR INDIRECT OWNER OF THE EQUIPMENT AND THAT SUPPLIER HAS THE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO GRANT TO YOU THE SECURITY INTEREST PURSUANT HERETO. SUPPLIER HEREBY REPRESENTS AND WARRANTS THAT SUPPLIER IS NOT IN DEFAULT UNDER ANY MATERIAL AGREEMENT OR OBLIGATION AND THAT SUPPLIER HAS NO KNOWLEDGE OF ANY EVENT OR CONDITION WHICH COULD REASONABLY BE EXPECTED TO RESULT IN SUPPLIER DEFAULTING UNDER ANY MATERIAL AGREEMENT OR OBLIGATION. SUPPLIER HEREBY REPRESENTS AND WARRANTS THAT SUPPLIER WILL NOT MAKE ANY TRANSFERS OF SUPPLIER'S RIGHTS OR OBLIGATIONS IN CONNECTION WITH THE EQUIPMENT OR THIS AGREEMENT AT SUPPLIER'S SOLE DISCRETION. SUPPLIER HEREBY REPRESENTS AND WARRANTS THAT SUPPLIER IS NOT IN DEFAULT UNDER ANY MATERIAL AGREEMENT OR OBLIGATION AND THAT SUPPLIER HAS NO KNOWLEDGE OF ANY EVENT OR CONDITION WHICH COULD REASONABLY BE EXPECTED TO RESULT IN SUPPLIER DEFAULTING UNDER ANY MATERIAL AGREEMENT OR OBLIGATION. SUPPLIER HEREBY REPRESENTS AND WARRANTS THAT SUPPLIER WILL NOT MAKE ANY TRANSFERS OF SUPPLIER'S RIGHTS OR OBLIGATIONS IN CONNECTION WITH THE EQUIPMENT OR THIS AGREEMENT AT SUPPLIER'S SOLE DISCRETION. BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORDING HEREOF, SUPPLIER CERTIFIES THAT SUPPLIER IS THE DIRECT OR INDIRECT OWNER OF THE EQUIPMENT AND THAT SUPPLIER HAS THE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO GRANT TO YOU THE SECURITY INTEREST PURSUANT HERETO. SUPPLIER HEREBY REPRESENTS AND WARRANTS THAT SUPPLIER IS NOT IN DEFAULT UNDER ANY MATERIAL AGREEMENT OR OBLIGATION AND THAT SUPPLIER HAS NO KNOWLEDGE OF ANY EVENT OR CONDITION WHICH COULD REASONABLY BE EXPECTED TO RESULT IN SUPPLIER DEFAULTING UNDER ANY MATERIAL AGREEMENT OR OBLIGATION. SUPPLIER HEREBY REPRESENTS AND WARRANTS THAT SUPPLIER WILL NOT MAKE ANY TRANSFERS OF SUPPLIER'S RIGHTS OR OBLIGATIONS IN CONNECTION WITH THE EQUIPMENT OR THIS AGREEMENT AT SUPPLIER'S SOLE DISCRETION. BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORDING HEREOF, SUPPLIER CERTIFIES THAT SUPPLIER IS THE DIRECT OR INDIRECT OWNER OF THE EQUIPMENT AND THAT SUPPLIER HAS THE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO GRANT TO YOU THE SECURITY INTEREST PURSUANT HERETO. SUPPLIER HEREBY REPRESENTS AND WARRANTS THAT SUPPLIER IS NOT IN DEFAULT UNDER ANY MATERIAL AGREEMENT OR OBLIGATION AND THAT SUPPLIER HAS NO KNOWLEDGE OF ANY EVENT OR CONDITION WHICH COULD REASONABLY BE EXPECTED TO RESULT IN SUPPLIER DEFAULTING UNDER ANY MATERIAL AGREEMENT OR OBLIGATION. SUPPLIER HEREBY REPRESENTS AND WARRANTS THAT SUPPLIER WILL NOT MAKE ANY TRANSFERS OF SUPPLIER'S RIGHTS OR OBLIGATIONS IN CONNECTION WITH THE EQUIPMENT OR THIS AGREEMENT AT SUPPLIER'S SOLE DISCRETION. SUPPLIER HEREBY REPRESENTS AND WARRANTS THAT SUPPLIER IS NOT IN DEFAULT UNDER ANY MATERIAL AGREEMENT OR OBLIGATION AND THAT SUPPLIER HAS NO KNOWLEDGE OF ANY EVENT OR CONDITION WHICH COULD REASONABLY BE EXPECTED TO RESULT IN SUPPLIER DEFAULTING UNDER ANY MATERIAL AGREEMENT OR OBLIGATION. SUPPLIER HEREBY REPRESENTS AND WARRANTS THAT SUPPLIER WILL NOT MAKE ANY TRANSFERS OF SUPPLIER'S RIGHTS OR OBLIGATIONS IN CONNECTION WITH THE EQUIPMENT OR THIS AGREEMENT AT SUPPLIER'S SOLE DISCRETION. BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORDING HEREOF, SUPPLIER CERTIFIES THAT SUPPLIER IS THE DIRECT OR INDIRECT OWNER OF THE EQUIPMENT AND THAT SUPPLIER HAS THE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO GRANT TO YOU THE SECURITY INTEREST PURSUANT HERETO. SUPPLIER HEREBY REPRESENTS AND WARRANTS THAT SUPPLIER IS NOT IN DEFAULT UNDER ANY MATERIAL AGREEMENT OR OBLIGATION AND THAT SUPPLIER HAS NO KNOWLEDGE OF ANY EVENT OR CONDITION WHICH COULD REASONABLY BE EXPECTED TO RESULT IN SUPPLIER DEFAULTING UNDER ANY MATERIAL AGREEMENT OR OBLIGATION. SUPPLIER HEREBY REPRESENTS AND WARRANTS THAT SUPPLIER WILL NOT MAKE ANY TRANSFERS OF SUPPLIER'S RIGHTS OR OBLIGATIONS IN CONNECTION WITH THE EQUIPMENT OR THIS AGREEMENT AT SUPPLIER'S SOLE DISCRETION. SUPPLIER HEREBY REPRESENTS AND WARRANTS THAT SUPPLIER IS NOT IN DEFAULT UNDER ANY MATERIAL AGREEMENT OR OBLIGATION AND THAT SUPPLIER HAS NO KNOWLEDGE OF ANY EVENT OR CONDITION WHICH COULD REASONABLY BE EXPECTED TO RESULT IN SUPPLIER DEFAULTING UNDER ANY MATERIAL AGREEMENT OR OBLIGATION. SUPPLIER HEREBY REPRESENTS AND WARRANTS THAT SUPPLIER WILL NOT MAKE ANY TRANSFERS OF SUPPLIER'S RIGHTS OR OBLIGATIONS IN CONNECTION WITH THE EQUIPMENT OR THIS AGREEMENT AT SUPPLIER'S SOLE DISCRETION. BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORDING HEREOF, SUPPLIER CERTIFIES THAT SUPPLIER IS THE DIRECT OR INDIRECT OWNER OF THE EQUIPMENT AND THAT SUPPLIER HAS THE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO GRANT TO YOU THE SECURITY INTEREST PURSUANT HERETO. SUPPLIER HEREBY REPRESENTS AND WARRANTY THAT SUPPLIER IS NOT IN DEFAULT UNDER ANY MATERIAL AGREEMENT OR OBLIGATION AND THAT SUPPLIER HAS NO KNOWLEDGE OF ANY EVENT OR CONDITION WHICH COULD REASONABLY BE EXPECTED TO RESULT IN SUPPLIER DEFAULTING UNDER ANY MATERIAL AGREEMENT OR OBLIGATION. SUPPLIER HEREBY REPRESENTS AND WARRANTY THAT SUPPLIER WILL NOT MAKE ANY TRANSFERS OF SUPPLIER'S RIGHTS OR OBLIGATIONS IN CONNECTION WITH THE EQUIPMENT OR THIS AGREEMENT AT SUPPLIER'S SOLE DISCRETION. SUPPLIER HEREBY REPRESENTS AND WARRANTY THAT SUPPLIER IS NOT IN DEFAULT UNDER ANY MATERIAL AGREEMENT OR OBLIGATION AND THAT SUPPLIER HAS NO KNOWLEDGE OF ANY EVENT OR CONDITION WHICH COULD REASONABLY BE EXPECTED TO RESULT IN SUPPLIER DEFAULTING UNDER ANY MATERIAL AGREEMENT OR OBLIGATION. SUPPLIER HEREBY REPRESENTS AND WARRANTY THAT SUPPLIER WILL NOT MAKE ANY TRANSFERS OF SUPPLIER'S RIGHTS OR OBLIGATIONS IN CONNECTION WITH THE EQUIPMENT OR THIS AGREEMENT AT SUPPLIER'S SOLE DISCRETION. BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORDING HEREOF, SUPPLIER CERTIFIES THAT SUPPLIER IS THE DIRECT OR INDIRECT OWNER OF THE EQUIPMENT AND THAT SUPPLIER HAS THE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO GRANT TO YOU THE SECURITY INTEREST PURSUANT HERETO. SUPPLIER HEREBY REPRESENTS AND WARRANTY THAT SUPPLIER IS NOT IN DEFAULT UNDER ANY MATERIAL AGREEMENT OR OBLIGATION AND THAT SUPPLIER HAS NO KNOWLEDGE OF ANY EVENT OR CONDITION WHICH COULD REASONABLY BE EXPECTED TO RESULT IN SUPPLIER DEFAULTING UNDER ANY MATERIAL AGREEMENT OR OBLIGATION. SUPPLIER HEREBY REPRESENTS AND WARRANTY THAT SUPPLIER WILL NOT MAKE ANY TRANSFERS OF SUPPLIER'S RIGHTS OR OBLIGATIONS IN CONNECTION WITH THE EQUIPMENT OR THIS AGREEMENT AT SUPPLIER'S SOLE DISCRETION. SUPPLIER HEREBY REPRESENTS AND WARRANTY THAT SUPPLIER IS NOT IN DEFAULT UNDER ANY MATERIAL AGREEMENT OR OBLIGATION AND THAT SUPPLIER HAS NO KNOWLEDGE OF ANY EVENT OR CONDITION WHICH COULD REASONABLY BE EXPECTED TO RESULT IN SUPPLIER DEFAULTING UNDER ANY MATERIAL AGREEMENT OR OBLIGATION. SUPPLIER HEREBY REPRESENTS AND WARRANTY THAT SUPPLIER WILL NOT MAKE ANY TRANSFERS OF SUPPLIER'S RIGHTS OR OBLIGATIONS IN CONNECTION WITH THE EQUIPMENT OR THIS AGREEMENT AT SUPPLIER'S SOLE DISCRETION. BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORDING HEREOF, SUPPLIER CERTIFIES THAT SUPPLIER IS THE DIRECT OR INDIRECT OWNER OF THE EQUIPMENT AND THAT SUPPLIER HAS THE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO GRANT TO YOU THE SECURITY INTEREST PURSUANT HERETO. SUPPLIER HEREBY REPRESENTS AND WARRANTY THAT SUPPLIER IS NOT IN DEFAULT UNDER ANY MATERIAL AGREEMENT OR OBLIGATION AND THAT SUPPLIER HAS NO KNOWLEDGE OF ANY EVENT OR CONDITION WHICH COULD REASONABLY BE EXPECTED TO RESULT IN SUPPLIER DEFAULTING UNDER ANY MATERIAL AGREEMENT OR OBLIGATION. SUPPLIER HEREBY REPRESENTS AND WARRANTY THAT SUPPLIER WILL NOT MAKE ANY TRANSFERS OF SUPPLIER'S RIGHTS OR OBLIGATIONS IN CONNECTION WITH THE EQUIPMENT OR THIS AGREEMENT AT SUPPLIER'S SOLE DISCRETION. SUPPLIER HEREBY REPRESENTS AND WARRANTY THAT SUPPLIER IS NOT IN DEFAULT UNDER ANY MATERIAL AGREEMENT OR OBLIGATION AND THAT SUPPLIER HAS NO KNOWLEDGE OF ANY EVENT OR CONDITION WHICH COULD REASONABLY BE EXPECTED TO RESULT IN SUPPLIER DEFAULTING UNDER ANY MATERIAL AGREEMENT OR OBLIGATION. SUPPLIER HEREBY REPRESENTS AND WARRANTY THAT SUPPLIER WILL NOT MAKE ANY TRANSFERS OF SUPPLIER'S RIGHTS OR OBLIGATIONS IN CONNECTION WITH THE EQUIPMENT OR THIS AGREEMENT AT SUPPLIER'S SOLE DISCRETION. BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORDING HEREOF, SUPPLIER CERTIFIES THAT SUPPLIER IS THE DIRECT OR INDIRECT OWNER OF THE EQUIPMENT AND THAT SUPPLIER HAS THE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO GRANT TO Customer: PALADIN MANUFACTURING LLP The words "Lessor-Secured Party", "you", "we" and "our" refer to U.S. Bank Equipment Finance, a division of U.S. Bank National Association ("USBEEF"). The words "your", "we" and "our" and "Guarantor" refer to the undersigned Guarantor. As additional enforcement for its interest into the above-referenced Agreement (collectively the "Agreements"), you unconditionally and absolutely, unilaterally and severally, guarantee the full and prompt payment, performance and/or discharge by Customer of any other, guarantee, death, dismemberment, illness, conviction, health, composition and any and every obligation of the above-named Customer implied under the Agreements. This is a continuing and absolute Guarantee and shall not be affected by any subsequent action of the lender or any amendment or modification to the Agreements except as specifically provided herein. You agree that if Customer fails to pay any amount secured hereby, you will pay the unpaid balance immediately without notice to us. If Customer fails to perform any of the obligations under any of the Agreements, it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee. You certify that the financial information you have given us true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waivered all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer insolvent, you will immediately pay all sums due and will perform all the obligations under the terms of the Agreements. If it is not necessary for us to proceed first against Customer or any collateral before enforcing this Guarantee, Your obligations will not be subject to any statute, action, order, decision or compromise in any jurisdiction. You certify that the financial information you have given us is true, complete and your current financial condition. You warrant that you are authorized by law and by your formation documents to execute this Guarantee, and that the manager or partner signing these warrants has that authority. Without our prior written consent, you will not revoke, modify, amend, consolidate, discontinue, dissolve, transfer or assign your ownership to another party, except as otherwise permitted herein. You agree that we may make charges including compromise or settlement, with Customers and you waived all defenses and notice of those charges and Customer is in default, if Customer: PALADIN MANUFACTURING L.L.P. The words “Lessor/Secured Party”, “we”, “us” and “our” refer to U.S. Bank Equipment Finance, a division of U.S. Bank National Association (“USBETF”). The words “you”, “your” and “Guarantor” refer to the undersigned Guarantor. As additional inducement for us to enter into the above-referenced Agreement no. and any future schedules/supplements thereto (collectively, the Agreement), you unconditionally and absolutely, jointly and severally, Guarantee the full and prompt payment of such amount of Customer’s obligations under such Agreement, and all other agreements made by Customer and/or the undersigned Guarantor in connection therewith, which obligations may arise at any time prior to, after, during, and/or in connection with the Agreement; provided, however, if the Agreement is subsequently amended or supplemented, such Guarantee shall be construed as a guaranty of such subsequent amendments or supplements, and the terms hereof shall, except as otherwise specifically set forth herein, apply mutatis mutandis to subsequent amendments or supplements. This is a continuing, conditional, successive, revocable Guarantee, not an agreement to pay or guarantee Customer’s obligations under such Agreement until such obligations are actually due and payable or are otherwise required to be paid. You hereby acknowledge that a breach by you of these Guarantee provisions could result in personal liability on your part. The parties wish to amend the above-referenced Agreement by adding the following language: Delivery to us all requested information in order for us to determine your current financial condition. You authorize us to obtain credit bureau reports for credit and collection purposes and to share them with our affiliates and agents. Without our prior written consent, you shall not transfer your obligation under this Guaranty or all substantially all your assets to any person or entity unless the transferee agrees to be bound by the terms and conditions of this Guaranty and will indemnify us for any loss or expense arising out of such transfer. By signing this Addendum, Customer acknowledges the above changes to the Agreement and authorizes Lessor/Secured Party to make such changes. In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail. In all other respects, the terms and conditions of the Agreement remain in full force and effect and remain binding on Customer. YOU AGREE TO PAY ALL COSTS, INCLUDING FILING FEES AND ALL OTHER EXPENSES CONNEXED WITH ANY PROCEEDINGS AGAINST YOU IN THE COURTS OF ANY OTHER JURISDICTION IN ANY DISPUTE REGARDING OR ENFORCEMENT OF THIS GUARANTY AND THE AGREEMENTS. USA PATRIOT ACT NOTICE. IMPORTANT INFORMATION ABOUT PROCEDURES: To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. We will ask for such personal information that will allow us to identify each person who opens an account. We will also need to verify the identity of our customers when necessary. By providing us with a telephone number for a cellular phone or other wireless device, including a number that you later convert to a cellular number, this enables us to contact you by calling your cellular or wireless device. U.S. Bank is not responsible for charges for such calls, even if made to a toll-free number. Calls and messages sent by cellular or wireless devices may be intercepted. Effective immediately, any facsimile and electronic signatures transmitted to us by fax electronic, or other means shall be binding on all parties for all purposes, may be treated as an original and will be admissible as evidence of their applicability. YOU AND WE IRREVOCABLY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION RELATED TO THIS GUARANTY. GUARANTOR: Signature: X William Musser Print Name: WILLIAM MUSSER Home Address: 8430 S St Hwy 76, Willcox OK 73463 Home Phone #: 5802761182 Date: December 21, 2023 U.S. Bank Equipment Finance Lessor/Secured Party Copy of Customer PALADIN MANUFACTURING L.L.P Addendum to Agreement # 3049197 between PALADIN MANUFACTURING L.L.P., as Customer, and U.S. Bank Equipment Finance, a division of U.S. Bank National Association ("U.S. Bank Equipment Finance"), as Lessor/Secured Party. The words "your" and "your" refer to Customer. The words "we", "us" and "our" refer to Lessor/Secured Party. This Addendum is specific to the aforementioned Agreement # and shall not be incorporated into any future supplements/schedules hereto. The Agreement is in default. If Customer defaults we will immediately pay sum due and will perform all the obligations under the terms of the Agreements. It is not necessary for us to proceed first against Customer or any co-borrower before enforcing this Guaranty. Your obligations will not be subject to any abatement, setoff, defense or counterclaim for any reason. Within thirty (30) days of your request, you will certify that the financial information we have given us true, complete and accurate in all material respects. Within thirty (30) days of your request, you will deliver to us all requested information in order for us to determine your current financial condition. You authorize us to obtain credit bureau reports for credit and collection purposes and to share them with our affiliates and agents. Without our prior written consent, you shall not transfer your obligation under this Guaranty or all substantially all your assets to any person or entity unless the transferee agrees to be bound by the terms and conditions of this Guaranty and will indemnify us for any loss or expense arising out of such transfer. On the date of booking (the "Adjustment Date"), the Payments due hereunder shall be recalculated based upon increases in U.S. Bank National Association's weekly Wholesale sale rate (the "Wholesale Rate"). If from the date hereof until the Adjustment Date, II, on the Adjustment Date, the Wholesale Rate is greater than 7.92%, then payments will be increased to reflect the change in the Wholesale Rate. Thereafter, the Payments shall remain fixed during the term hereof. By signing this Addendum, Customer acknowledges the above changes to the Agreement and authorizes Lessor/Secured Party to make such changes. In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail. In all other respects, the terms and conditions of the Agreement remain in full force and effect and remain binding on Customer. YOU AGREE TO PAY ALL COSTS, INCLUDING FILING FEES AND ALL OTHER EXPENSES CONNEXED WITH ANY PROCEEDINGS AGAINST YOU IN THE COURTS OF ANY OTHER JURISDICTION IN ANY DISPUTE REGARDING OR ENFORCEMENT OF THIS GUARANTY AND THE AGREEMENTS. U.S. Bank Equipment Finance Lessor/Secured Party Copy of Guarantor PALADIN MANUFACTURING L.L.P Signature: X Nellie Musser Authorized Signatory: PARTNER December 26, 2023 Title: Signature: NELLIE MUSSER Title: Date: December 21, 2023 PREPAYMENT ADDENDUM EQUIPMENT FINANCE 3049197 Addendum to Agreement #3049197 between PALADIN MANUFACTURING LLP, as Customer, and U.S. Bank Equipment Finance, a division of U.S. Bank National Association (“U.S. Bank Equipment Finance”), as Secured Party. The words “you” and “your” refer to Customer. The words “we,” “us” and “our” refer to Secured Party. This Addendum is specific to the aforementioned Agreement # and shall not be incorporated into any future supplements/schedulers thereto. The parties wish to amend the above-referenced Agreement by adding the following language: “You shall be required, upon acceleration or prepayment (of all or of the Amount Financed before its scheduled due date), to pay us a prepayment indemnity (“Prepayment Fee”) equal to the specified percent of the amount accelerated or prepaid in accordance with the following schedule: one (1) to twelve (12) months : 7% thirteen (13) to twenty-four (24) months : 8% twenty-five (25) to thirty-six (36) months : 5% thirty-seven (37) to forty-eight (48) months : 4% forty-nine (49) to sixty (60) months : 3% sixty-one (61) to seventy-two (72) months : 2% seventy-three (73) to eighty-four (84) months : 1% Notwithstanding the foregoing, payments made within 30 days of the date a Payment is due which does not exceed the scheduled amount of such Payment shall not be considered prepayments. In calculating the amount of such Prepayment Fee, we are hereby authorized by you to make such assumptions regarding the source of funding, readjustment of funds and other related matters, as we may deem appropriate. If you fail to pay any such Prepayment Fee when due, the amount of such Prepayment Fee shall thereafter bear interest until paid at the default rate (computed on the basis of a 360-day year; actual days elapsed). Any prepayment shall include interest accrued to date thereon and the prepayment shall be applied to Payments in the inverse order of their maturities. Our internal records of applicable interest rates shall be determinative in the absence of manifest error. You hereby acknowledge that you shall be required to pay the Prepayment Fee with respect to any portion of the Amount Financed balance accelerated or paid before its scheduled due date, whether voluntarily, involuntarily, or otherwise, including, without limitation any payment made following default, demand for payment, insolvency, collection, proceedings, foreclosure, sale or other disposition of collateral, bankruptcy or other insolvency. For shall at all times be an obligation as well as an undertaking by you to us whether arising out of acceleration or a voluntary or involuntary prepayment. By signing this Addendum, Customer acknowledges the above changes to the Agreement and authorizes Secured Party to make such changes. In the event of any conflict between this Addendum and the Agreement this Addendum shall prevail in all other respects, the terms and conditions of the Agreement remain in full force and effect and remain binding on Customer. U.S. Bank Equipment Finance Secured Party PALADIN MANUFACTURING LLP Customer PALADIN MANUFACTURING LLP <table> <tr> <th colspan="3">Signature</th> <th colspan="2">Signature NELLIE MUSSER</th> <th colspan="2">Date</th> </tr> <tr> <td>Signature</td> <td colspan="2">December 26, 2023</td> <td colspan="2">December 21, 2023</td> <td colspan="2">Title</td> </tr> <tr> <td colspan="2">Authorized Signatory</td> <td colspan="2">PARTNER</td> <td colspan="2">Title</td> <td colspan="2">Date</td> </tr> </table> NOTE: CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT, UNLESS SPECIFICALLY STATED OTHERWISE. This Acceptance Certificate is delivered to and for the benefit of Lessee/Secured Party and pertains to the below-described Equipment and/or Financed Items which are the subject of the above-referenced Agreement between U.S. Bank Equipment Finance, a division of U.S. Bank National Association as Lessee/Secured Party and the undersigned as Customer. The words you and your refer to Customer. The words we, us and our refer to Lessee/Secured Party. You acknowledge and agree that although the Equipment and/or Financed Items have not been delivered and/or installed, you hereby accept such Equipment and/or Financed Items on an "AS IS, WHERE-IS" basis for all purposes as of the date hereof. In the event you are not satisfied with the Equipment and/or Financed Items, you will only look to persons other than us, such as the manufacturer, installer, carrier or Supplier, and you will not assert against us any claim or defense you may have with reference to the Equipment and/or Financed Items, its delivery, non-delivery, installation, inadequacy or failure to operate satisfactorily. Upon you signing below, your promises herein in the Agreement will be non-cancelable, irrevocable and unconditional in all respects to your obligation to commence payments under the Agreement, will begin immediately and shall be due continuously thereafter. In reliance on your promise to pay, we will pay for the purchase of the Equipment and/or Financed Items from Supplier, which you hereby authorize. You may contact Supplier for your warranty rights, which, if the Agreement is a lease, we transfer to you for the term of the Agreement (or until you default). <table> <tr> <th>KD CAPITAL EQUIPMENT LLC</th> <th>ONE (1) ONMAX MAXIM ZEROBASE CNC WATERJET</th> </tr> <tr> <td>Copv-Logo.com</td> <td></td> </tr> </table> PALADIN MANUFACTURING LLP Customer