Common use of Conditions Precedent Clause in Contracts

Conditions Precedent. The effectiveness of the amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Date: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicable: (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness of the amendments set forth herein is subject In addition to the fulfillmentforegoing terms, to the satisfaction of the Agent and its counsel, of Definitive Agreement will contain the following conditions precedent on or before the Effective Date: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicableClosing: (i) This Agreementthe documents to be entered into in connection with the Business Combination shall be mutually acceptable in form and substance to the Parties, acting reasonably, and shall be consistent with the terms in this Letter of Agreement (such documents, including the Definitive Agreement and the PMSA, collectively the “Transaction Documents”); (ii) Copiesall governmental, certified by regulatory, third person and other approvals, consents, waivers, orders, exemptions, agreements and all amendments and modifications to agreements, indentures and arrangements which the Secretary or an Assistant Secretary of Parties shall consider necessary in order to enter into the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Definitive Agreement and not otherwise specifically described in this Letter of Agreement shall have been obtained in form satisfactory to the other documents and transactions contemplated herebyParties, acting reasonably; (iii) Copies, certified by its corporate secretary as of a recent date, As of the articles Closing Date Target shall have no liens of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agentencumbrances on B▇▇▇ Development Projects; (iv) Target shall have completed the audit of its financial statements for the periods required pursuant to Items 9.01(a) and (b) of Form 8-K (the “Target Audit”), which shall be performed by an accounting firm that is registered with the Public Company Accounting Oversight Board (PCAOB) at the election and expense of the Company; (v) If the Borrower qualifies Closing occurs after April 14, 2024, Target shall have completed and provided to the Company, Target’s unaudited financial statements for the period ended March 31, 2023 as a legal entity customer provided for in Items 9.01(a) and (b) of Form 8-K, which fairly present the financial condition of Target as of their respective dates and for the periods involved, and such statements shall be prepared in accordance with generally accepted accounting principles consistently applied for the periods provided for in Items 9.01(a) and (b) of Form 8-K; (vi) The Board of Directors of BTTC shall have approved the Definitive Agreement in accordance with its obligations under the Beneficial Ownership RegulationsDelaware General Corporation Law; (vii) At the Closing Date, BTTC shall be current on all of its filings with the OTC Markets Group, Inc. OTCQB tier (the “OTC Markets”), including, but not limited to the filing of an executed Certificate of Beneficial Ownership Annual Report for the Borrower and such other documentation and other information requested by the Agent period ended December 31, 2023 and the Banks annual Attorney Letter for the period ended December 31, 2023, none of which filings shall contain a material misstatement or omission, and be compliant in connection all material respects with applicable “know your customer” and anti-money laundering the OTC Markets rules and regulations; (viii) At the Closing Date, all reports, schedules, forms, statements, and other documents required to be filed by BTTC under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the Closing Date (the foregoing materials, including the USA Patriot Actexhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) shall have been filed on a timely basis or BTTC shall have received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension; (ix) The Parties shall have performed, in all material respects, all of their obligations under the Definitive Agreement. All of the statements, representations, and warranties contained in the Definitive Agreement shall be complete and true in all material respects; (x) No material adverse changes shall have occurred in the business, properties, and assets of Target including the Development Projects; (xi) Target and BTTC shall have filed all required franchise tax reports and federal income tax returns for the period ended December 31, 2023; (xii) The Common Stock shall be a participant in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program DTC eligible; (xiii) The Common Stock shall be quoted on the OTCQB tier of the OTC Markets and there shall have been no notice of delisting or threat thereof with respect to the BTTC Common Stock. BTTC shall have paid all applicable OTC Market fees; and (vxiv) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default BLD shall have occurred entered into one or more Supply Agreements that provide for the supply of batteries with a total capacity of at least 250 megawatts (MW) and be continuing as of the date hereof1000 megawatt-hours.

Conditions Precedent. The effectiveness Borrower hereby agrees that the following representations and warranties shall be true and/or the following documents shall be delivered to the Bank prior to or concurrently with this Loan Modification Agreement, each in form and substance satisfactory to the Bank (collectively, the “Conditions Precedent”): A. the Transaction shall be consummated upon terms substantially similar to those contained in the Fidelity Note Purchase Agreement attached at Exhibit A hereto, in each case without any material amendment or modification thereto (it being agreed that any amendment or modification to the Fidelity Note Purchase Agreement attached as Exhibit A hereto which may reasonably be considered materially adverse to the interests of the amendments set forth herein is subject Bank shall be deemed to be material); B. copies, certified by a duly authorized officer of Borrower and Guarantor, to be true and complete as of the date hereof, of each of (i) the governing documents of Borrower and Guarantor, respectively, as in effect on the date hereof (but only to the fulfillment, extent modified since last delivered to the satisfaction Bank), (ii) the resolutions of Borrower and Guarantor, respectively, authorizing the execution and delivery of this Loan Modification Agreement, the other documents executed in connection herewith and the Borrower’s and Guarantor’s respective performance of all of the Agent transactions contemplated hereby (but only to the extent required since last delivered to Bank), and its counsel(iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized (but only to the extent any signatories have changed since such incumbency certificate was last delivered to Bank); C. Bank shall have received executed copies of this Loan Modification Agreement, the Fidelity Note Purchase Agreement and the Fidelity Subordination Agreement; D. Bank shall have received a copy of the following conditions precedent on or before the Effective Date: (a) The Agent shall have receivedexecuted Amendment No. 1 to Subordinated Note and Warrant Purchase Agreement, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory acceptable to the Agent and shall be duly completed and executed by the BorrowerBank, the Agent and the Banks, as applicable: (i) This Agreementin its reasonable discretion; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there E. Bank shall have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, received an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Subordination Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and dated as of the date hereof; provided, howeverby and between the Purchasers party to the Note Purchase Agreement and the Fidelity Creditors, that for purposes of in substantially the representations in Section 3.1 thereofsame form as the Fidelity Subordination Agreement; F. After giving effect to the consent granted herein, this Loan Modification Agreement and the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Fidelity Note Purchase Agreement, no Default or Event of Default shall have occurred exist and be continuing continuing, including, without limitation, any default under any instrument, agreement or other document evidencing any Subordinated Debt; and G. such other documents and/or agreements as of the date hereofBank may reasonably request.

Conditions Precedent. The effectiveness This Agreement shall become effective as of the amendments set forth herein is subject to first date (the fulfillment, to the satisfaction of the Agent and its counsel, “Modification Date”) when each of the following conditions precedent on shall have been satisfied or before waived in writing by the Effective DateAdministrative Agent: (a) The Administrative Agent shall have receivedreceived fully executed originals of this Agreement, with copies or counterparts for each Bank as appropriate, including the following, all Consent and Reaffirmation of which shall be in form and substance satisfactory to the Agent and shall be duly completed and Guaranty attached hereto executed by the Borrower, the Agent and the Banks, as applicable:each Guarantor. (ib) This Agreement; (ii) Copies, certified by Administrative Agent shall have received a Certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) that there have been no changes in the Borrower charter document of such Loan Party, as attached thereto and as certified as of a recent datedate by the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (ii) that there have been no changes in the Operating Agreement or other organizational document of such Loan Party since the date previously delivered to Administrative Agent, or otherwise as attached thereto, (iii) resolutions of the board Board of directors Directors or other governing body of the Borrower in effect on the date hereof such Loan Party authorizing the execution, delivery and performance of this Agreement and (or, in the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as case of a recent dateGuarantor, the Consent and Reaffirmation of the articles of incorporationGuaranty), certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under Good Standing Certificate (or analogous documentation if applicable) for such Loan Party from the Beneficial Ownership RegulationsSecretary of State (or analogous governmental entity) of the jurisdiction of its organization, an executed Certificate of Beneficial Ownership for to the Borrower extent generally available in such jurisdiction and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or names and true signatures of the Banks may require pursuant incumbent officers of each Loan Party authorized to sign the terms hereof or otherwise reasonably requestLoan Documents to which it is a party. (bc) After giving effect to this Agreement, Administrative Agent shall have received a Certificate of an Authorized Officer of Borrower certifying that the representations and warranties set forth contained in the Credit Loan Documents and this Agreement are true and correct in all material respects as of the effective date of this Agreement, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be have been true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bankearlier date. (cd) All payments due and owing to Administrative Agent and Lenders under the Loan Documents have been paid current as of the effective date of this Agreement. (e) No Default or Event of Default shall have occurred and be continuing as and no event shall have occurred and be continuing which, with notice or the passage of time or both, would be an Event of Default. (f) Administrative Agent shall have received reimbursement, in immediately available funds, of all costs and expenses incurred by Administrative Agent in connection with this Agreement, including, to the date hereofextent invoiced, legal fees and expenses of Administrative Agent’s counsel.

Conditions Precedent. 5.1. Initial Advances and Letters of Credit. The effectiveness Lenders shall not be required to make the initial Loans or issue any Letters of the amendments set forth herein is subject Credit unless, on or prior to the fulfillmentClosing Date, the Borrowers have furnished to the satisfaction Administrative Agent each of the Agent and its counsel, of the following conditions precedent on or before the Effective Date: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, with sufficient copies (if applicable) for the Lenders, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Administrative Agent and the Banks, as applicableLenders: (i) This AgreementCopies of the Certificate of Incorporation or comparable charter documents of each of the Borrowers as of the Closing Date, together with all amendments and a certificate of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of incorporation; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions each of the board Borrowers of directors their respective By-Laws or comparable governance documents and of their respective Board of Directors’ resolutions authorizing the execution of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated herebyLoan Documents entered into by it; (iii) CopiesAn incumbency certificate, certified executed by its corporate secretary as the Secretary or Assistant Secretary of a recent dateeach of the Borrowers, which shall identify by name and title and bear the signature of the officers of the applicable Borrower authorized to sign the Loan Documents and, of the articles applicable Borrower to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of incorporation, certificate of formation, and by-laws of any change in writing by the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the AgentCompany; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership RegulationsA certificate, an executed Certificate of Beneficial Ownership for the Borrower in form and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant substance satisfactory to the terms hereof or otherwise reasonably request. Administrative Agent, signed by an Authorized Officer of the Company, certifying that on the date of this Agreement (ba) After giving effect to this Agreement, all the representations in this Agreement are true and warranties set forth correct (unless such representation and warranty is made as of a specific date, in the Credit Agreement which case, such representation and warranty shall be true and correct in all material respects on and as of the date hereof; providedsuch date), however, that for purposes of the representations in Section 3.1 thereof, the annual (b) no Default or Unmatured Default has occurred and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. is continuing and (c) there exists no injunction or temporary restraining order which would prohibit the making of the Loans, the issuance of the Letters of Credit or the consummation of the other transactions contemplated by the Loan Documents or any litigation seeking such an injunction or restraining order; (v) The written opinions of the Borrowers’ and Guarantors’ Assistant General Counsel, and of the Company’s Dutch counsel, addressed to the Administrative Agent and the Lenders, in substantially the forms attached hereto as Exhibit E-1 and Exhibit E-2, respectively; (vi) Such other documents as the Administrative Agent or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit E-3 to this Agreement; (vii) Evidence satisfactory to the Administrative Agent of the payment, prior to or simultaneously with the initial Advance hereunder, of all principal, interest, fees and premiums, if any, on all loans and other extensions of credit outstanding under the Existing Credit Agreement; and (viii) Evidence satisfactory to (a) the Administrative Agent that the Company has paid or caused to be paid to the Administrative Agent and JPMSI the fees (including, without limitation, the upfront fees payable to the Lenders) agreed to in the fee letter dated September 14, 2006, among the Administrative Agent, JPMSI and the Company and (b) the Syndication Agent that the Company has paid or caused to be paid to the Syndication Agent and BAS the fees agreed to in the fee letter dated September 14, 2006 among the Syndication Agent, BAS and the Company. 5.2. Initial Advance to Each New Subsidiary Borrower. No Default Lender shall be required to make an Advance hereunder or Event purchase participations in Letters of Default Credit, no Issuing Bank shall be required to issue a Letter of Credit hereunder, in each case, to a new Subsidiary Borrower added after the Closing Date unless the Company has furnished or caused to be furnished to the Administrative Agent with sufficient copies for the Lenders: (i) The Assumption Letter executed and delivered by such Subsidiary Borrower and containing the written consent of the Company at the foot thereof, as contemplated by Section 2.20; (ii) Copies, certified by the Secretary, Assistant Secretary, Director or Officer of the Subsidiary Borrower, of its Board of Directors’ resolutions (and/or resolutions of other bodies, if any are deemed necessary by the Administrative Agent) approving the Assumption Letter; (iii) An incumbency certificate, executed by the Secretary, Assistant Secretary, Director or Officer of the Subsidiary Borrower, which shall identify by name and title and bear the signature of the officers of such Subsidiary Borrower authorized to sign the Assumption Letter and the other documents to be executed and delivered by such Subsidiary Borrower hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company; (iv) An opinion of counsel to such Subsidiary Borrower, substantially in the form of Exhibit E-4 hereto or, in the case of a new non-domestic Subsidiary Borrower, in a form reasonably acceptable to the Administrative Agent; (v) Guaranty documentation, if applicable, from such Subsidiary Borrower in form and substance acceptable to the Administrative Agent as required pursuant to Section 7.2(K); (vi) With respect to the initial Advance or any Swing Line Loan made to, or Letter of Credit issued for the account of, any Subsidiary Borrower organized under the laws of England and Wales (or any other jurisdiction where filings are required in order for amounts payable under this Agreement to be exempt from applicable withholding or other taxes), the Administrative Agent shall have occurred received originals and/or copies, as applicable, of all filings required to be made and such other evidence as the Administrative Agent may require establishing to the Administrative Agent’s satisfaction that each Lender, Swing Line Bank and Issuing Bank is entitled to receive payments under the Loan Documents without deduction or withholding of any English (or other applicable jurisdictions) taxes or with such deductions and withholding of English (or other applicable jurisdictions) taxes as may be continuing as acceptable to the Administrative Agent. 5.3. Each Advance and Letter of Credit. The Lenders shall not be required to make any Advance, or convert or continue any Advance, or issue or amend any Letter of Credit and no Swing Line Bank shall be required to make any Swing Line Loans hereunder, unless on the applicable Borrowing Date, or in the case of a Letter of Credit, the date hereof.on which the Letter of Credit is to be issued or amended:

Conditions Precedent. The effectiveness obligation of each Noteholder to purchase the amendments set forth herein Preferred Stock pursuant to Section 2.2 hereof, is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Date: (a) The Agent condition that such Noteholder shall have received, with copies or counterparts for each Bank as appropriateon the Closing Date, the following, all of which shall be each dated the Closing Date unless otherwise indicated, in form and substance satisfactory to the Agent Noteholders: (a) Favorable opinions of ▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Company, and ▇▇▇▇▇ ▇▇▇▇▇▇, general counsel of the Company substantially in the forms attached hereto as Exhibit C, it being understood that to the extent that such opinion of counsel to the Company shall rely upon any other opinion of counsel, each such other opinion shall be in form and substance reasonably satisfactory to the Noteholders and shall provide that Noteholders may rely thereon. (b) Resolutions of the board of directors of the Company, certified by the Secretary or Assistant Secretary of the Company, as of the Closing Date, to be duly completed adopted and in full force and effect on such date, authorizing (i) the consummation of each of the transactions contemplated by this Agreement and (ii) specific officers to execute and deliver this Agreement and each other Transaction Document to which it is a party. (c) Governmental certificates, dated the most recent practicable date prior to the Closing Date, with telegram updates where available, showing that the Company is organized and in good standing in the jurisdiction of its organization. (d) True and correct copies, certified by the Secretary or Assistant Secretary of the Company, of the document evidencing the terms of the Preferred Stock, which shall contain the terms set forth in Exhibit A attached hereto and evidence of the filing of the Certificate of Designation with the Secretary of State of the State of Delaware. (e) A copy of the organizational charter and all amendments thereto of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and copies of the Company's by-laws, certified by the Secretary or Assistant Secretary of the Company as true and correct as of the Closing Date. (f) The Stockholders Agreement duly executed by the Borrower, the Agent and the Banks, as applicable:parties thereto. (ig) This Agreement; (ii) Copies, certified by Certificates of the Secretary or an Assistant Secretary of the Borrower Company, dated the Closing Date, as of a recent date, of resolutions to the incumbency and signatures of the board of directors officers of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to Company executing this Agreement, the representations Preferred Stock, each other Transaction Document to which it is a party and warranties set forth in the Credit Agreement shall any other certificate or other document to be true and correct in all material respects on and as delivered pursuant hereto or thereto, together with evidence of the date hereof; provided, however, that for purposes incumbency of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each BankSecretary or Assistant Secretary. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness of the amendments set forth herein this Amendment is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Dateprecedent: (a) The receipt by the Administrative Agent shall have received, with copies or counterparts for of each Bank as appropriate, of the following, all of which shall be each in form and substance satisfactory to the Agent and shall be Administrative Agent: (i) a counterpart of this Amendment duly completed and executed by the Borrower, the Guarantor, the Administrative Agent and each of the Banks, as applicable: (i) This AgreementRequired Lenders; (ii) Copies, certified payment by the Secretary or an Assistant Secretary Borrower of (A) all outstanding fees and expenses of the Borrower as Administrative Agent and the Administrative Agent’s counsel incurred in connection with the preparation, review or negotiation of a recent datethis Amendment and all other amendments, restatements, supplements or negotiations related to the Loan Documents or the Loans and (B) all other fees and expenses relating to the preparation, execution and delivery of resolutions of this Amendment or otherwise related to the board of directors of Credit Agreement or the Borrower in effect Loan Documents which are due and payable on the date hereof authorizing pursuant to the executionterms of any Loan Document (including, delivery without limitation, any costs incurred for appraisals, insurance, tax services, engineering, inspections, searches and performance of this Agreement recording and attorneys’ fees incurred in connection with the other documents and transactions contemplated herebyabove); (iii) Copiesa certificate signed by a Responsible Officer of the Parent certifying immediately after giving effect to this Amendment and all the transactions contemplated herein, certified by its corporate secretary (A) no Default exists and (B) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of a recent the effective date of this Amendment except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of such certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes Credit Agreement shall be deemed to any such documents since refer to the most recent datestatements furnished pursuant to clauses (a) and (b), true and correct copies thereof were delivered to respectively, of Section 6.01 of the Agent;Credit Agreement; and (iv) If such other documents, instruments and agreements as the Borrower qualifies as Administrative Agent may reasonably request. (b) There shall not have occurred a legal entity customer under material adverse change since the Beneficial Ownership RegulationsClosing Date in the business, an executed Certificate assets, operations, or condition (financial or otherwise) of Beneficial Ownership for the Borrower and such the other documentation Consolidated Parties taken as a whole, as reasonably determined by the Administrative Agent. (c) There shall not exist any action, suit, investigation, or proceeding pending or threatened, in any court or before any arbitrator or Governmental Authority that could have a Material Adverse Effect, as reasonably determined by the Administrative Agent. (d) There shall not exist any material disruption of the financial or capital markets, as reasonably determined by the Administrative Agent. (e) The Borrower and other the Guarantor shall have provided all information requested by the Administrative Agent and the Banks each Lender in connection order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreementwithout limitation, the representations Uniting and warranties set forth in the Credit Agreement shall be true Strengthening America by Providing Appropriate Tools Required to Intercept and correct in all material respects on and as Obstruct Terrorism Act of the date hereof; provided2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank2001)). (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness obligations of the amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of Hong Kong Underwriters under this Agreement are conditional on the following conditions precedent on being satisfied, or before the Effective Datewhere applicable, waived: 2.1.1 the Joint Sponsors and the Overall Coordinators (afor themselves and on behalf of the other Underwriters) The Agent shall have receivedreceiving from the Company all Conditions Precedent Documents as set out in Part A of SCHEDULE 3 and Part B of SCHEDULE 3, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent Joint Sponsors and shall the Overall Coordinators, not later than 8:00 p.m. on the Business Day immediately before the Hong Kong Prospectus Date and 8:00 p.m. on the Business Day immediately before the Listing Date, respectively, or such later time and/or date as the Joint Sponsors and the Overall Coordinators may agree; 2.1.2 the issue by the SEHK of a certificate of authorisation of registration in respect of the Hong Kong Prospectus on the Business Day before the Hong Kong Prospectus Date and the registration by the Registrar of Companies in Hong Kong of one copy of the Hong Kong Prospectus, duly certified by two Directors (or by their attorneys duly authorised in writing) as having been approved by resolutions of the Board and having attached thereto all necessary consents and documents required by section 342C of the Companies (WUMP) Ordinance, not later than 6:00 p.m. on the Business Day immediately before the Hong Kong Prospectus Date; 2.1.3 Admission having occurred and become effective (either unconditionally or subject only to allotment and issue of the relevant Offer Shares, despatch or availability for collection of H Share certificates in respect of the Offer Shares and/or such other conditions as may be acceptable to the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters)) on or before the Listing Date (or such later date as the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters) may agree in writing) and Admission not subsequently having been withdrawn, revoked or withheld prior to the commencement of trading of the H Shares on the SEHK; 2.1.4 admission into CCASS in respect of the H Shares having occurred and become effective (either unconditionally or subject only to allotment and issue of the relevant Offer Shares, despatch or availability for collection of share certificates in respect of the Offer Shares and/or such other conditions as may be acceptable to the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters)) on or before the Listing Date (or such later date as the Joint Sponsors and the Overall Coordinators may (for themselves and on behalf of the other Hong Kong Underwriters) may agree in writing); 2.1.5 the CSRC having accepted the CSRC Filings and published the filing results in respect of the CSRC Filings on its website, and such notice of acceptance and/or filing results published not having otherwise been rejected, withdrawn, revoked or invalidated prior to 8:00 a.m. on the Listing Date; 2.1.6 the Offer Price having been fixed, and the Price Determination Agreement having been duly completed and executed by the Borrower, the Agent Company and the BanksOverall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters), on the Price Determination Date in accordance with Clause 2.5 and such agreement not subsequently having been terminated prior to 8:00 a.m. on the Listing Date; 2.1.7 the execution and delivery of the International Underwriting Agreement by the parties thereto on the Price Determination Date and the obligations of the International Underwriters under the International Underwriting Agreement having become and remained unconditional in accordance with its terms, save for the condition therein relating to the obligations of the Hong Kong Underwriters under this Agreement (and any condition for this Agreement becoming unconditional) and the International Underwriting Agreement not having been terminated in accordance with its terms or otherwise, prior to 8:00 a.m. on the Listing Date; 2.1.8 the Company having obtained from or made to (as applicable: the case may be) the relevant Authorities all applicable Approvals and Filings in connection with the Global Offering, including that (i) This Agreement; the approval for the listing of the H Shares having been granted by the relevant PRC regulatory authorities, including the CSRC; and (ii) Copies, certified all of the waivers as stated in the Hong Kong Prospectus to be granted by the Secretary SEHK are granted, and all such Approvals and Filings are not otherwise revoked, withdrawn, amended or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated herebyinvalidated; (iii) Copies2.1.9 the Warranties being true, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, accurate and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects not misleading on and as of the dates and times specified in Clause 8.2 (as though they had been given and made on such date hereofby references to the facts and circumstances then subsisting); provided, however, that for purposes and 2.1.10 each of the representations in Section 3.1 thereofWarrantors having complied with its obligations and conditions under this Agreement on or prior to the respective times and dates by which such obligations must be performed or such conditions must be met, as the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bankcase may be. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness respective rights and obligations of the amendments set forth herein is subject to Parties under this PPA (other than those contained in this Article 3, Article 11 (Representations and Warranties; Host Customer Findings and Acknowledgement), Article 12 (Indemnity; Limitations), Article 13 (Confidentiality; Publicity), Article 14 (Dispute Resolution), Article 15 (Notices), Article 16 (Assignment and Financing) and Article 17 (Miscellaneous), which are binding upon the fulfillment, to the satisfaction Parties as of the Agent and its counsel, of the following conditions precedent on or before the Effective Date) are conditioned upon the satisfaction in full or waiver by the applicable Party of the following: (a) The Agent Owner shall have receivedreceived or shall have obtained from Owner’s Financing Parties all commitments and contractual rights to receive all equity, with copies or counterparts for each Bank debt, tax equity and other financing, in such forms and from such parties as appropriate, the following, all of which shall be in form and substance is reasonably satisfactory to Owner and as Owner reasonably determines necessary to develop, construct, operate and maintain the Agent SEF over the Term, and shall be duly completed all conditions precedent to the effectiveness of any and executed by the Borrower, the Agent all such financings and the Banks, as applicable: (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary drawdown of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there funds thereunder shall have been no changes satisfied or waived to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably requestOwner’s satisfaction. (b) After giving effect to this Agreement, Owner shall have received and accepted the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as audited Financial Statements of the date hereof; provided, however, that Host Customer for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished [3] years prior to each Bankthe effective date of this PPA. (c) No Default or Event of Default Host Customer shall have occurred received and be continuing as accepted certificates of Owner’s good standing and authority to do business in the State of New Mexico prior to the effective date of this PPA. (d) Owner shall have obtained all consents, permits, approvals, authorizations, qualifications and orders of all Governmental Entities required by Law in connection with this PPA and the transactions contemplated hereby (collectively, “Governmental Approvals”) and submitted copies of same to Host Customer, or the applicable Government Entities shall have waived the requirement for such Governmental Approval(s) prior to construction start. (e) Owner shall have entered into and/or submitted to Host Customer for execution all contracts (including interconnection and net metering agreements) and delivered all other documents required by the Utility in connection with this PPA and the transactions contemplated hereby (collectively, “Utility Documents”) to the reasonable satisfaction of the date Parties, or the Utility shall have waived the requirement for such Utility Documents. (f) Owner has an exclusive option to lease the Property, and will execute the lease following execution of this Agreement with the City. (g) Owner shall have determined that a grading and drainage plan for the Property is feasible for construction and operation of the SEF, as provided in Section 6.1(b) hereof.

Conditions Precedent. The effectiveness obligation of Purchaser to purchase the amendments set forth herein -------------------- Purchased Securities pursuant to Section 2.2 hereof, is subject to the fulfillment, to the satisfaction of the Agent condition that Purchaser shall have received and its counsel, of the following conditions precedent shall be delivered to Purchaser on the Closing Date, each dated the Closing Date unless otherwise indicated, in form and substance satisfactory to Purchaser, and the following actions shall occur on or before the Effective Closing Date, unless waived by Purchaser: (a) The Agent A favorable opinion of Kramer, Levin, Naftalis & ▇▇▇▇▇▇▇, counsel to Company, substantially in the form attached hereto as Exhibit E, it being understood that to the extent that such opinion of counsel to Company shall have receivedrely upon any other opinion of counsel, with copies or counterparts for each Bank as appropriate, the following, all of which such other opinion shall be in form and substance reasonably satisfactory to the Agent Purchaser and shall provide that Purchaser may rely thereon. (b) Resolutions of the board of directors of Company, certified by the Secretary or Assistant Secretary of Company, as of the Closing Date, to be duly completed adopted and executed by in full force and effect on such date, authorizing, in the Borrowercase of the board of directors, the Agent and the Banks, as applicable: (i) This Agreement; the consummation of each of the transactions contemplated by this Agreement and (ii) Copiesofficers to execute and deliver this Agreement and each other Transaction Document to which it is a party. (c) A copy of governmental certificate, dated the most recent practicable date prior to the Closing Date, with telegram updates where available, showing that Company is organized and in good standing in the State of Delaware and is qualified as a foreign corporation and in good standing in all other jurisdictions in which it is qualified to transact business. (d) A copy of the organizational charter and all amendments thereto of Company, certified as of a recent date by the Secretary of State of the State of Delaware, and copies of Company's by-laws, certified by the Secretary or Assistant Secretary of Company as true and correct as of the Closing Date. (e) Certificates of the Secretary or an Assistant Secretary of Company, dated the Borrower Closing Date, as of a recent date, of resolutions to the incumbency and signatures of the board officers of directors Company executing this Agreement, the Purchased Securities, each other Transaction Document to which it is a party and any other certificate or other document to be delivered pursuant hereto or thereto, together with evidence of the Borrower incumbency of such Secretary or Assistant Secretary. (f) A copy of all third party consents and approvals, if any, that are necessary for the consummation of the transactions contemplated hereby or that are required in effect order to prevent a breach of or default under, a termination or modification of, or acceleration of the terms of, any contract, agreement or document required to be listed on the date hereof authorizing attached Schedule 4.9 or the executionAnnual Report, delivery in each case on terms and performance conditions reasonably satisfactory to Purchaser, except for additional reservation of this Agreement Common Stock for issuance of the Warrants and Options. (g) A copy of all governmental and regulatory consents and approvals that are necessary for the other documents and consummation of the transactions contemplated hereby;, in each case on terms and conditions satisfactory to Purchaser. (iiih) CopiesNo suit, certified by its corporate secretary as action or other proceeding shall be pending before any court or governmental regulatory body or authority in which it is sought to restrain or prohibit the transactions contemplated hereby, or that could have a Material Adverse Effect, and no injunction, judgment, order, decree or ruling with respect thereto shall be in effect. (i) Company shall have taken such action so that (a) ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, Avy ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇ III and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall have been appointed to the Board of a recent date, Directors of the articles Company and (b) ▇▇▇▇▇ ▇▇▇▇▇ shall be appointed Chairman and CEO, ▇▇▇▇▇▇ ▇▇▇▇▇ shall be appointed Vice- Chairman, ▇▇▇▇▇ ▇▇▇▇▇ shall be appointed COO and ▇▇▇▇ ▇▇▇▇▇▇ shall be appointed President, such appointments to be effective ten (10) days after Company mails the Schedule 14F-1 Information Statement to the shareholders of incorporation, certificate Company and files such Information Statement with the SEC and NASDAQ (or such later date as may be required by the SEC); all in accordance with the Certificate of formation, Incorporation and by-laws of the Borrower as Company and in effectcompliance with all applicable laws, or a certificate stating that there have been no changes to any such documents since including, but not limited to, the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent Securities Act and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Exchange Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (bj) After giving effect to this Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall have resigned as directors of the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and Company effective as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each BankClosing Date. (ck) No Default or Event of Default Company shall have occurred and be continuing as delivered to Purchaser a copy of the date hereoffairness opinion relating to the transaction contemplated herein from ▇▇ ▇▇▇▇▇▇▇, Inc. to Purchaser, which fairness opinion shall indicate that the price for the Common Stock including the Class C Warrant and Equity Protection Agreements, is fair to Company and which report shall set forth the value of the Common Stock, and of the Class C Warrant and Equity Protection Agreements. (l) The Purchased Securities shall be delivered to Purchaser. (m) ▇▇▇▇▇ ▇▇▇▇▇ shall have entered into a new Employment Agreement in the form of Exhibit "F" attached hereto; terminating his existing employment agreement with the Company and waiving any termination or change in control payment thereunder on the terms stated therein and ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ III shall have entered into Employment Agreements in the form of Exhibits "G," "H" and "I," respectively (collectively, the "Employment Agreements"). (n) The execution and delivery of the Escrow Agreement. (o) A copy of the Director's and Officer's Insurance of Company in effect on the Closing Date.

Conditions Precedent. The effectiveness As a condition precedent to the extension by the Lender of the amendments set forth herein is subject Revolving Line of Credit, the following agreements, documents and other items shall have been executed and/or delivered to the fulfillmentLender by the party indicated, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Date: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, all of which documents, agreements and other items shall be in form and substance satisfactory acceptable to the Agent Lender: (a) This Agreement, properly executed by the Borrower and shall be duly the Lender. (b) The Note, properly executed by the Borrower. (c) A Compliance Certificate properly completed and executed by the Borrower, indicating that the Agent Borrower is in compliance with all covenants set forth herein as of the date hereof. (d) A Borrowing Base Certificate, properly completed and executed by the BanksBorrower, indicating that the Borrowing Base exceeds the amount of the initial Advance as applicable:of the date hereof. (e) Current searches of appropriate filing offices showing that (i) This Agreement; no state or federal tax liens have been filed and remain in effect against the Borrower, (ii) Copiesno financing statements or assignments of patents, certified trademarks or copyrights have been filed and remain in effect against the Borrower except those financing statements and assignments of patents, trademarks or copyrights relating to Permitted Liens or to liens held by Persons who have agreed in writing that upon receipt of proceeds of the Note, they will deliver UCC releases and/or terminations and releases of such assignments of patents, trademarks or copyrights satisfactory to the Lender, and (iii) the Lender has duly filed all financing statements necessary to perfect its interest in and to the Collateral, to the extent such interest is capable of being perfected by filing. (f) The Security Documents, properly executed by the Secretary or an Assistant Secretary parties thereto. (g) Certificates of the Borrower insurance required hereunder and under the Security Documents, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as of a recent date, of resolutions of the board of directors of an additional insured. (h) A Secretary Certificate for the Borrower in effect on certifying as to (i) the date hereof resolutions authorizing the execution, delivery and performance of this Agreement the Loan Documents to which it is a party, (ii) the Borrower’s certificate of incorporation and the other documents bylaws, and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, the signatures of the articles of incorporation, certificate of formation, Borrower’s officers and by-laws of agents authorized to execute and deliver the Borrower as in effect, or Loan Documents to which it is a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation party and other information requested by the Agent instruments, agreements and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulationscertificates, including Advance requests, on the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably requestBorrower’s behalf. (bi) After giving effect The Organizational Documents. (j) Payment of the fees and commissions due through the date of the initial Advance and expenses incurred by the Lender through such date and required to be paid by the Borrower under Section 11(b) hereof, including all legal expenses incurred through the date of this Agreement. (k) Payment of the fully-earned, non-refundable origination fee in the amount of $5,000. (l) Such other documents as the Lender in its sole discretion may require. In addition to the foregoing, the obligation of the Lender to make any Advance under Section 2 hereof shall be subject to the further conditions precedent that on the date of such Advance: (a) the representations and warranties set forth contained in the Credit Agreement shall be Section 7 hereof are true and correct in all material respects on and as of the date hereofof such Advance as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank.and (cb) No Default no event has occurred and is continuing, or would result from such Advance, which constitutes an Event of Default shall have occurred and be continuing as of the date hereofDefault.

Conditions Precedent. The effectiveness obligation of the amendments set forth herein is Purchaser to -------------------- purchase the Initial Purchased Securities pursuant to Section 2.2 hereof at the ----------- Initial Closing was subject to the fulfillment, condition that the Purchaser shall receive and the following shall have been delivered to the satisfaction of Purchaser on the Agent and its counselInitial Closing Date, of each dated the following conditions precedent on or before the Effective Date: (a) The Agent shall have receivedInitial Closing Date unless otherwise indicated, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent Purchaser, and shall be duly completed and executed the following actions occurred on or before the Initial Closing Date, unless waived by the Borrower, the Agent and the Banks, as applicablePurchaser: (a) A favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P. counsel to the Company, substantially in the form attached hereto as Exhibit B. --------- (b) Resolutions of the Board or an executive committee or special finance committee of the Company, certified by the Secretary or Assistant Secretary of the Company, as of the Initial Closing Date, to be duly adopted and in full force and effect on such date, authorizing, in the case of the Board, (i) This Agreement; the consummation of each of the transactions contemplated by this Agreement and (ii) Copiesofficers to execute and deliver this Agreement and each other Transaction Document to which it is a party. (c) A copy of governmental certificate, dated the most recent practicable date prior to the Initial Closing Date, with telegram updates where available, showing that the Company is organized and in good standing in the State of Delaware and is qualified as a foreign corporation and in good standing in all other jurisdictions in which it is qualified to transact business. (d) A copy of the organizational charter and all amendments thereto of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, as amended to reflect (i) the reduction in the number of shares of Convertible Preferred authorized in the Original Certificate of Designation from 2,000,000 shares to 309,998 shares of Convertible Preferred and (ii) the filing of the Second Certificate of Designation (with respect to the designation of the Series A Convertible Preferred). A copy of the Plan of Reclassification, as approved by the Board and the shareholders of the Company in accordance with Delaware General Corporation Law, shall be filed with the Secretary of State of the State of Delaware after the filing of the Schedule 14C referenced in Section 5.23 on or before October 18, 1999. Copies of the ------------ Company's by-laws, both certified by the Secretary or Assistant Secretary of the Company as true and correct as of the Initial Closing Date were delivered to the Purchaser. (e) Certificates of the Secretary or an Assistant Secretary of the Borrower Company, dated the Initial Closing Date, as of a recent date, of resolutions to the incumbency and signatures of the board of directors officers of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to Company executing this Agreement, the representations Initial Purchased Securities, each other Transaction Document to which it is a party and warranties set forth in the Credit Agreement shall any other certificate or other document to be true and correct in all material respects on and as delivered pursuant hereto or thereto, together with evidence of the date hereof; provided, however, that for purposes incumbency of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each BankSecretary or Assistant Secretary. (cf) A copy of all third party consents and approvals (including, without limitation, the consent of LaSalle Bank National Association, to the extent required) that are necessary for the consummation of the transactions contemplated hereby or that are required in order to prevent a breach of or default under, a termination or modification of, or acceleration of the terms of, any contract, agreement or document required to be listed on the attached Schedule 5.9 or the Annual Report, in each case on terms and conditions ------------ reasonably satisfactory to the Purchaser. (g) A copy of all governmental and regulatory consents and approvals that are necessary for the consummation of the transactions contemplated hereby, in each case on terms and conditions satisfactory to the Purchaser. (h) No Default suit, action or Event of Default other proceeding shall be pending before any court or governmental regulatory body or authority in which it is sought to restrain or prohibit the transactions contemplated hereby, or that could have a Material Adverse Effect, and no injunction, judgment, order, decree or ruling with respect thereto shall be in effect. (i) Since the December 31, 1998, there shall have occurred and be continuing as been no material adverse change or material adverse development in the business, financial condition, business prospects, operating results, assets, operations or customer, supplier or employee relations of the date hereofCompany. (j) The Company shall have delivered to the Purchaser a copy of the fairness opinion (the "Fairness Opinion") relating to the transaction ---------------- contemplated herein from Texada Capital Corporation, which fairness opinion shall indicate that the price for the Series A Convertible Preferred purchased pursuant to Section 2.2 is fair to the Company and its stockholders (other than ----------- as to the Purchaser). (k) The Initial Purchased Securities shall have been delivered to the Purchaser. (l) The number of shares of Convertible Preferred authorized in the Original Certificate of Designation shall have been reduced by duly authorized Board action from 2,000,000 shares to 309,998 shares of Convertible Preferred and the Second Certificate of Designation containing the terms of the Series A Convertible Preferred and the Plan of Reclassification including the reclassification of the Convertible Preferred into Series A Convertible Preferred, shall have been duly adopted by Board action and filed with the Secretary of the State of Delaware. (m) WSP shall receive a fairness opinion from CIBC relating to the transaction contemplated herein, which fairness opinion shall indicate that the transactions herein are fair to ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners, L.P. and its affiliates.

Conditions Precedent. The effectiveness Borrower hereby agrees that the following representations and warranties shall be true and/or the following documents shall be delivered to the Bank prior to or concurrently with this Loan Modification Agreement, each in form and substance satisfactory to the Bank (collectively, the “Conditions Precedent”): A. the Transaction shall be consummated upon terms substantially similar to those contained in the June 2012 Note Purchase Agreement attached at Exhibit A hereto, in each case without any material amendment or modification thereto (it being agreed that any amendment or modification to the June 2012 Note Purchase Agreement attached as Exhibit A hereto which may reasonably be considered materially adverse to the interests of the amendments set forth herein is subject Bank shall be deemed to be material); B. copies, certified by a duly authorized officer of Borrower and Guarantor, to be true and complete as of the date hereof, of each of (i) the governing documents of Borrower and Guarantor, respectively, as in effect on the date hereof (but only to the fulfillment, extent modified since last delivered to the satisfaction Bank), (ii) the resolutions of Borrower and Guarantor, respectively, authorizing the execution and delivery of this Loan Modification Agreement, the other documents executed in connection herewith and the Borrower’s and Guarantor’s respective performance of all of the Agent transactions contemplated hereby (but only to the extent required since last delivered to Bank), and its counsel(iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized (but only to the extent any signatories have changed since such incumbency certificate was last delivered to Bank); C. Bank shall have received executed copies of this Loan Modification Agreement, the June 2012 Note Purchase Agreement, as amended, and each June 2012 Subordination Agreement from each June 2012 Creditor; D. Bank shall have received a copy of the following conditions precedent on or before the Effective Date: (a) The Agent shall have receivedexecuted Consent and Amendment No. 4 to Subordinated Note and Warrant Purchase Agreement, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory acceptable to Bank, in its reasonable discretion; E. Bank shall have received from the Agent Fidelity Creditors a copy of the executed Consent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicable: (i) This Amendment No. 3 to Note Purchase Agreement; (ii) Copies, certified by F. Bank shall have received from the Secretary or an Assistant Secretary December 2011 Creditors a copy of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery executed Consent and performance of this Agreement and the other documents and transactions contemplated herebyAmendment No. 2 to Note Purchase Agreement; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. a. The effectiveness of this Agreement and New Operator’s obligation to consummate the amendments set forth herein is transactions contemplated in this Agreement shall be subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on and as of the Closing Date to the reasonable satisfaction of New Operator or the waiver thereof by New Operator, which waiver shall be binding upon New Operator only to the extent made in writing and dated as of the Closing Date: i. Old Operator shall have duly and timely performed and fulfilled all of its duties, obligations, promises, covenants and agreements hereunder; ii. Each of the representations and warranties of Old Operator contained in this Agreement shall be true and correct in all respects as of and on the Closing Date; iii. Old Operator shall not be in breach of any term, provision or condition of this Agreement; iv. Old Operator shall deliver to New Operator on or before the Effective Date: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, Closing Date the following, all each of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicableNew Operator: A. A duly executed assignment by Old Operator to the extent legally and contractually assignable, in substantially the form annexed hereto as Exhibit A (i) This Agreementthe “General Assignment”), of all of Old Operator’s right, title and interest in, to and under: i. the Patient Trust Funds and Patient property (”Patient Property”); (ii) Copies, certified by the Secretary . all resident contracts or an Assistant Secretary other agreements with residents of the Borrower as Facility; iii. all licenses, permits, accreditations, Medicaid and Medicare contracts, and other regulatory approvals, and all rights of a recent dateOld Operator under any government or non-government provider agreements or any other third- party payor programs, of resolutions if any, issued by any federal, state, municipal or local governmental authority relating to the use, maintenance or operation of the board of directors of Facility running to, or in favor of, Old Operator (including all modifications thereto or renewals thereof) (the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby“Permits”); (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as iv. all guaranties or warranties then in effect, or a certificate stating that there have been no changes to any such documents since the most recent dateif any, true and correct copies thereof were delivered with respect to the AgentFacility and the Personal Property (the “Warranties”); (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such v. any other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require assets required to be assigned to New Operator pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement. B. a duly executed Bill of Sale (as hereinafter defined); C. a certificate of Old Operator, in a form reasonably acceptable to New Operator, executed by a duly authorized representative of Old Operator, dated as of the Closing Date, to the effect that the representations and warranties of Old Operator set forth in the Credit this Agreement shall be are true and correct in all material respects complete on and as of the date hereof; providedClosing Date; D. a certificate from Old Operator, howeverexecuted by a duly authorized representative of Old Operator, that for purposes of certifying the representations in Section 3.1 thereofresolutions authorizing the transactions contemplated hereby, the annual and quarterly financial information referred to in such Section appearing on said certificate shall be deemed the true and correct signatures of all authorized persons who have executed this Agreement (and all documents to be executed and delivered by Old Operator pursuant hereto, (the most recent such information furnished to each Bank“Other Documents”)); E. copies of all Warranties; and F. copies of all Permits. v. As of and on the Closing Date, there shall not have been imposed against Old Operator, nor has Old Operator received notice undisclosed to the Buyer or New Operator of (a) any civil monetary penalty (“CMP”) or other federal, state or local fine and/or penalty or (b) any withholding, recoupment, repayment, recapture and/or recovery of any alleged overpayment by Medicaid or Medicare and/or any alleged underpayment of any tax and/or assessment, including but not limited to state bed tax or assessment or (c) No Default that it is not in substantial compliance with any state or Event of Default federal regulations, rule or law; vi. On or before the Closing Date, Old Operator shall have occurred transferred to New Operator the Patient Trust Funds and be continuing as Patient Property on the Closing Date in compliance with all governmental statutes, rules and regulations with respect to the transfer of such Patient Trust Funds and Patient Property and in accordance with 42 USC Sec. 483.10 and the provisions of Section 5 below; vii. Between the Effective Date and the Closing Date, there shall not have been any material adverse change in the regulatory status and/or condition of any of Old Operator’s licenses, permits and/or certifications, and the Medicare and Medicaid rates of the date hereof.Facility, and/or the business operations, financial conditions or prospects of the Facility;

Conditions Precedent. 4.1 The effectiveness obligations of the amendments set forth herein is subject to Investor under this Agreement shall be conditional upon the fulfillment, following Conditions Precedent having been fulfilled by the Company and the Promoter to the satisfaction of the Agent and its counsel, of Investor or waived by the following conditions precedent on or before the Effective DateInvestor in writing: (a) The Agent shall have receivedBoard of Directors of the Company passing a resolution, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in a form and substance satisfactory to the Agent and shall be duly completed and executed by the BorrowerInvestor, the Agent and the Banks, as applicable: (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of approving this Agreement and also authorising the other documents and transactions contemplated hereby; (iiiperson(s) Copies, certified by its corporate secretary as of a recent date, signing this Agreement for the Company to sign on behalf of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably requestCompany. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as The Board of Directors of the date hereof; providedPromoter passing a resolution, howeverin a form satisfactory to the Investor, that approving this Agreement and also authorising the person(s) signing this Agreement for purposes the Promoter to sign on behalf of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each BankPromoter. (c) No Default The Board of Directors of the Company passing a resolution, in a form satisfactory to the Investor, approving the issue and allotment of Investor Shares to the Investor; (d) Receipt of an undertaking from Company that from the Execution Date till the date of Closing, the Company has not issued any equity/ debt related securities, either convertible or Event non-convertible into equity Shares of Default shall have occurred the Company, to any third party; (e) Receipt of an undertaking from the Promoter that from the Execution Date till the date of Closing, the Promoter has not agreed to issue any equity/ debt related securities, either convertible or non-convertible into equity Shares of the Company, to any third party; (f) Receipt of a No-objection Certificate from the Promoter and be continuing Company consenting to the Investor to continue its existing businesses in India, making investments in or entering into collaboration or other agreements or arrangements with persons in India engaged in same or similar business as that of the Company; (g) Receipt of governmental and regulatory approvals under all applicable Laws for the proposed investment under this Agreement; (h) Conduct of due diligence of the Company by the Investor to its satisfaction; (i) Execution of each of the Definitive Agreements; (j) The Representations and Warranties given by the Promoter and Company under the Definitive Agreements being true and correct at and as of Execution Date and as of the date hereofClosing Date; (k) Alteration of Articles of Association of Company to bring the same in line with this Agreement and other Definitive Agreements; (l) Receipt of an undertaking from the Promoter that it has not, directly or indirectly, transferred, sold, pledged, hypothecated or in any other manner whatsoever created or permitted to exist any lien or Encumbrance on any shares of the Company and they shall neither create any Encumbrance or dispose off any shares of the Company, except to the extent as agreed in this Agreement (“Non Disposal Undertakings”); (m) Receipt of an undertaking from the Promoter that it is not restricted by any covenants and/or conditions of its existing investment/loan agreements from making downstream investments in the Company, and that the memorandum of association and articles of association of the Promoter do not restrict the investment by it into the Company; (n) Receipt of an undertaking from the Promoter that ownership of the mutually identified course content/training modules shall vest with the Company; (o) Directors proposed to be appointed pursuant to this Agreement shall have obtained valid Directors Identification Numbers. (p) The authorised share capital of the Company shall have been increased to such levels as may be required for issue of shares contemplated under this Agreement.

Conditions Precedent. The effectiveness of the amendments set forth herein is subject to the fulfillment, to the This Amendment shall become effective upon prior or simultaneous satisfaction of the Agent following conditions, in form and its counsel, of substance reasonably satisfactory to the following conditions precedent on or before the Effective DateAdministrative Agent: (a) The receipt by the Administrative Agent shall have receivedof executed copies of the consent and direction letter to this Amendment from the Required Lenders; (b) receipt by the Administrative Agent of executed copies of the signature pages to this Amendment from the Loan Parties; (c) receipt by the Administrative Agent of favorable opinions of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, legal counsel to the Loan Parties, and (ii) in-house counsel to the Loan Parties with copies or counterparts for respect to Pennsylvania law, in each Bank case, addressed to the Administrative Agent and each Lender, dated as appropriateof the date of this Amendment, the following, all of which shall be and in form and substance satisfactory to the Administrative Agent; (d) receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance satisfactory to the Administrative Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicableits legal counsel: (i) This Agreementcopies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the date of this Amendment, unless a Responsible Officer of the Borrower certifies in a certificate that the Organization Documents previously delivered to the Administrative Agent in connection with the Credit Agreement have not been amended, supplemented or otherwise modified and remain in full force and effect as of the date hereof; (ii) Copies, certified by incumbency certificates identifying the Secretary or an Assistant Secretary Responsible Officers of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect Loan Parties who are authorized to execute this Amendment and related documents and to act on the date hereof authorizing the execution, delivery and performance of Loan Parties’ behalf in connection with this Agreement and the other documents and transactions contemplated hereby; (iii) CopiesCredit Documents, certified by its corporate secretary as of unless a recent date, of the articles of incorporation, certificate of formation, and by-laws Responsible Officer of the Borrower as certifies in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were incumbency certificates previously delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Administrative Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true have not been amended, supplemented or otherwise modified and correct remain in all material respects on full force and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing effect as of the date hereof. (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; and (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, and in good standing in its state of organization or formation; (e) payment of an amendment fee, for the benefit of each Lender consenting to this Amendment, in an amount equal to 0.25% of the aggregate Commitments of each such consenting Lender and all other fees (including all reasonable fees, expenses and disbursements of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC) due in connection herewith, which fees shall be deemed fully earned and due and payable on the effective date of this Amendment.

Conditions Precedent. The effectiveness of the amendments set forth herein is subject As conditions precedent to the fulfillmentmaking of any Advance hereunder, Borrower shall deliver to Lender, or shall cause to be delivered to Lender the satisfaction of the Agent following documents duly executed and in form satisfactory to Lender and its counsel, of the following conditions precedent on or before the Effective Date: (a) The Agent shall the Revolving Note; (b) appropriate company resolutions of Borrower; (c) certificates evidencing all insurance coverages required by this Agreement, (including, without limitation, credit insurance policies) together with loss payee endorsements for all such coverages naming Lender as lender loss payee; (d) a copy of Borrower’s Certificate of Incorporation and By-laws and all amendments thereto; (e) a Good Standing Certificate for Borrower issued by the Secretary of State of the State of New York and each other jurisdiction where the conduct of Borrower’s business activities or the ownership of its Properties necessitates qualification; (f) evidence that Borrower’s franchise taxes payable to the New York State Department of Taxation have received, with copies or counterparts for each Bank been paid; (g) an initial Borrowing Base Certificate dated as appropriate, of the followingdate hereof; (h) all UCC financing statements required by Lender, all of which shall be Borrower authorizes Lender to record and file; (i) a certificate, dated as of the date hereof and executed by an authorized officer of Borrower, stating that, as of such date, no Event of Default or Default exists and to such further effect as Lender or its counsel may require; (j) all UCC, tax lien and judgment searches deemed necessary by Lender in form and substance satisfactory to the Agent and Lender, which searches shall be duly completed and executed obtained by the Borrower, the Agent and the Banks, as applicable: (i) This AgreementLender; (iik) Copiespayment of all fees and expenses which are payable to Lender, certified by its counsel, or to third-party providers of services related to the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance closing of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Acttransaction; and (vl) Such additional such other documents, certificates instruments, agreements, and information as the Agent Lender or the Banks may require pursuant to the terms hereof or otherwise its counsel shall reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness 1A.1 Each of the amendments set forth herein is subject to Distributors hereby represents and warrants that (i) it has obtained and, if requested by the fulfillmentCompany, to provided the satisfaction Company with true and complete copies of all approvals including PRC regulatory authorizations that are required for its entry into this Agreement and performance of its obligations hereunder; and (ii) the execution, performance and compliance by it with the terms of this Agreement, and the consummation of the Agent transactions contemplated herein, do not and its counselwill not result in any violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the following conditions precedent on giving of notice or before the Effective Date: both, either (a) a default under such Distributor’s charter documents or any contract, agreement or instrument to which such Distributor is a party or to which the assets or any portion thereof of such Distributor is subject, (b) an event which results in the creation of any lien, charge or encumbrance upon any assets of such Distributor, or (c) any violation of applicable law. 1A.2 The Agent Distributors shall, and shall have receivedprocure that the Distributor Affiliates shall, promptly undertake all such actions and execute all such instruments and documents as are necessary or desirable in order to (i) assign and transfer to the Company any rights held in the Trademarks by any Distributor Affiliate (including, but not limited to the execution and recordal of further assignment agreements in substantially the form of the TMAA), and/or (ii) to enable the Company to record the Trademark Assignment Agreement with copies or counterparts for each Bank as appropriatethe relevant authorities. Without limitation of the foregoing, the followingDistributors shall forthwith enter into any document necessary for the recording, registration or safeguarding of the Company’s Trademark rights with the Company in respect of the marketing of the Kits under the Trademarks in a form satisfactory to the Company. 1A.3 The Distributor shall, and shall procure that the Distributor Affiliates shall, use best efforts to complete the Fosun Cancellation as soon as possible following the date hereof and in any event no later than 31st July 2009. 1A.4 The Distributor shall, and shall procure that the Distributor Affiliates shall, use best efforts to obtain the PRC Registration in accordance with RA as soon as possible following the date hereof. 1A.5 Notwithstanding any provision to the contrary therein, the Distributor shall, and shall procure that the Distributor Affiliates shall, promptly terminate any and all of which shall be existing distribution agreement(s) with the Company in relation to the Products by executing one or more termination agreements in form and substance satisfactory to the Agent Company (“Termination Agreement”). 1A.6 Sections 2 to 8 (inclusive), 10, 11.1 and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicable: (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance 12.2 of this Agreement shall be conditional upon the Distributors’ full compliance with Sections 1A.2 to 1A.5 (inclusive) and shall not be binding or effective until the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of date the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered Distributors deliver to the Agent;Company each properly executed Termination Agreement in accordance with Section 1A.5 (the “Commencement Date”). (iv) If 1A.7 In the Borrower qualifies as a legal entity customer under event that the Beneficial Ownership RegulationsDistributors have not fully complied with Section 1A.1, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested 1A.2, 1A.3, 1A.5 or 1A.6 above by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of date falling 30 days after the date hereof; provided, however, that for purposes the Company may terminate this Agreement forthwith by written notice without liability to either of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each BankDistributors or any Distributor Affiliate. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness of the amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent Borrower understands that this Amendment shall not be effective and its counsel, shall have no force or effect until each of the following conditions precedent on has been satisfied, or before the Effective Date:waived in writing by Agent (in Agent's sole discretion): (a) The Agent c. Borrower shall have received, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form duly executed and substance satisfactory delivered to the Agent and each Lender this Amendment; d. Borrower shall be duly completed have executed and delivered to MUFG Union Bank, N.A. an amended and restated Note evidencing the amount of its Commitment reflected on Schedule 2.01; e. Borrower shall have executed by and delivered to ▇▇▇▇▇ Fargo Bank, N.A. an amended and restated Note evidencing the Borrower, the Agent and the Banks, as applicableamount of its Commitment reflected on Schedule 2.01; f. Borrower shall have delivered to Agent: (i) This Agreement; (ii) Copiesa certificate of Borrower, certified by the Secretary or an Assistant Secretary dated as of the Increase Effective Date (in sufficient copies for each Lender), signed by a Responsible Officer of Borrower as (A) certifying and attaching the resolutions adopted by Borrower approving the increase of a recent dateAggregate Commitments to $250,000,000, of resolutions (B) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VI of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Credit Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be Loan Documents are true and correct in all material respects on and as of the date hereof; providedIncrease Effective Date, howeverexcept that (x) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation and warranty shall be required to be true and correct in all respects, (y) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (z) for purposes of such certification, the representations and warranties contained in subsections (a) and (b) of Section 3.1 thereof, 6.05 of the annual and quarterly financial information referred to in such Section Credit Agreement shall be deemed to be refer to the most recent such information statements furnished pursuant to each Bank.subsections (a) and (b), respectively, of Section 7.01 of the Credit Agreement, and (C) certifying no Default exists; and (cii) No Default or Event incumbency certificates and/or other certificates of Default Responsible Officers of Borrower as Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which Borrower is a party; g. The representations and warranties of Borrower under the Credit Agreement, the other Loan Documents and this Amendment, as applicable, shall have occurred be true and be continuing correct in all material respects as of the date hereof.hereof (except to the extent such representations and warranties expressly refer to an earlier date, in which case they are true, correct and complete in all material respects as of such earlier date); provided that the foregoing materiality qualifications shall not apply to any representations or warranties that are qualified by materiality in the text thereof, which representations and warranties shall be true in all respects;

Conditions Precedent. The effectiveness Each Commitment Party’s commitment and agreements hereunder are subject to the following condition: since January 1, 2010, there has not occurred any fact, circumstance, effect, change, event or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined below) on either the Company and its subsidiaries or the Merger Party. Each Commitment Party’s commitments and agreements are also subject to the satisfactory negotiation, execution and delivery of appropriate definitive loan documents relating to the amendments Senior Facilities including, without limitation, credit agreements, guarantees, security agreements, pledge agreements, real property security agreements, opinions of counsel and other related definitive documents (collectively, the “Loan Documents”) to be based upon and substantially consistent with the terms set forth in this Commitment Letter (it being agreed that the Loan Documents shall not contain any conditions precedent to the initial borrowing under the Senior Facilities on the Closing Date other than the conditions precedent expressly set forth herein and in Annexes B and C hereto, and the terms of the Loan Documents will be such that they do not impair the availability of the Senior Facilities on the Closing Date if such conditions are satisfied, it being understood that, to the extent the creation or perfection of any security interest in the collateral (as contemplated in Annex B hereto) is not or cannot be provided or perfected on the Closing Date (other than (i) the pledge and perfection of collateral with respect to which a lien may be perfected solely by the filing of financing statements under the Uniform Commercial Code, (ii) filings with the U.S. patent and trademark office and the U.S. copyright office with respect to intellectual property collateral and (iii) to the extent applicable, the delivery of certificated securities representing intercompany debt or equity interests required to constitute collateral and related security powers) after your use of commercially reasonable efforts to do so, then the creation or perfection, as the case may be, of such security interest shall not constitute a condition precedent to the availability of the Senior Facilities on the Closing Date, but shall instead be provided as promptly as reasonably practicable after the Closing Date (and in any event within 30 days after the Closing Date plus any extensions granted by the Administrative Agent in its sole discretion) pursuant to arrangements to be mutually agreed upon by the Company and the Administrative Agent). Each Commitment Party’s commitment is also subject to the fulfillment, Company having entered into an engagement letter with one or more investment banks (the “Investment Banks”) reasonably acceptable to the satisfaction of Commitment Parties, pursuant to which the Agent and its counsel, of Company engaged the following conditions precedent on or before the Effective Date: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicable: (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Investment Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably requesta potential issuance of Securities. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness Borrower hereby agrees that the following representations and warranties shall be true and/or the following documents shall be delivered to the Bank prior to or concurrently with this Loan Modification Agreement, each in form and substance satisfactory to the Bank (collectively, the “Conditions Precedent”): A. the Transaction shall be consummated upon terms substantially similar to those contained in the June 2012 Note Purchase Agreement as amended by Amendment No. 1 attached at Exhibit A hereto, in each case without any material amendment or modification thereto (it being agreed that any amendment or modification to the June 2012 Note Purchase Agreement as amended by Amendment No. 1 attached as Exhibit A hereto which may reasonably be considered materially adverse to the interests of the amendments set forth herein is subject Bank shall be deemed to be material); B. copies, certified by a duly authorized officer of Borrower and Guarantor, to be true and complete as of the date hereof, of each of (i) the governing documents of Borrower and Guarantor, respectively, as in effect on the date hereof (but only to the fulfillment, extent modified since last delivered to the satisfaction Bank), (ii) the resolutions of Borrower and Guarantor, respectively, authorizing the execution and delivery of this Loan Modification Agreement, the other documents executed in connection herewith and the Borrower’s and Guarantor’s respective performance of all of the Agent transactions contemplated hereby (but only to the extent required since last delivered to Bank), and its counsel(iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized (but only to the extent any signatories have changed since such incumbency certificate was last delivered to Bank); C. Bank shall have received executed copies of this Loan Modification Agreement, Amendment No. 1 and each June 2012 Subordination Agreement from each June 2012 Creditor participating in the Subsequent Closing (as such term is defined in the June 2012 Note Purchase Agreement as amended by Amendment No. 1) to occur on or about the date hereof; D. Bank shall have received a copy of the following conditions precedent on or before the Effective Date: (a) The Agent shall have receivedexecuted Consent and Amendment No. 5 to Subordinated Note and Warrant Purchase Agreement, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory acceptable to Bank, in its reasonable discretion; E. Bank shall have received a copy of the Agent executed Consent, Acknowledgment, Reaffirmation and Amendment of Intercreditor Subordination Agreement, which shall be duly completed in form and executed by the Borrowersubstance acceptable to Bank, the Agent and the Banks, as applicable: (i) This Agreementin its reasonable discretion; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) F. After giving effect to the consent granted herein, this AgreementLoan Modification Agreement and Amendment No. 1, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No no Default or Event of Default shall have occurred exist and be continuing continuing, including, without limitation, any default under any instrument, agreement or other document evidencing any Subordinated Debt; and G. such other documents and/or agreements as of the date hereofBank may reasonably request.

Conditions Precedent. The effectiveness obligation of each Noteholder to purchase the amendments set forth herein December 2001 Preferred Stock pursuant to Section 2.2 hereof, is subject to the fulfillmentcondition that such Noteholder shall have received, on the Closing Date, the following, each dated the Closing Date unless otherwise indicated, in form and substance satisfactory to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective DateNoteholders: (a) The Agent Opinions of Reed Smith LLP, counsel to the Company, and David Schwab, general cou▇▇▇▇ ▇▇ ▇▇e Company, substantially in the fo▇▇▇ ▇▇▇▇▇▇▇▇ hereto as Exhibit C and Exhibit D, respectively, it being understood that to the extent that such opinion of counsel to the Company shall have receivedrely upon any other opinion of counsel, with copies or counterparts for each Bank as appropriate, the following, all of which such other opinion shall be in form and substance reasonably satisfactory to the Agent Noteholders and shall be provide that Noteholders may rely thereon. (b) True and correct copy of this Agreement, dated as of the Closing Date, duly completed and executed by the Borrower, parties hereto. (c) True and correct copies of the Agent resolutions of the board of directors and stockholders of the Company and the Banksboard of directors of Holdings, certified by the Secretary or Assistant Secretary of the Company, as applicable: of the Closing Date, to be duly adopted and in full force and effect on such date, authorizing (i) This Agreement; the consummation of each of the transactions contemplated by this Agreement and (ii) Copiesspecific officers to execute and deliver this Agreement and each other Transaction Document to which it is a party. (d) Governmental certificates, dated the most recent practicable date prior to the Closing Date, showing that the Company is organized and in good standing in the jurisdiction of its organization. (e) True and correct copies, certified by the Secretary or Assistant Secretary of the Company, of the Amended and Restated Certificate of Designation and evidence of the filing of the Amended and Restated Certificate of Designation with the Secretary of State of the State of Delaware. (f) True and correct copies, certified by the Secretary or Assistant Secretary of the Company, of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company. (g) Certificates of the Secretary or an Assistant Secretary of the Borrower Company, dated the Closing Date, as of a recent date, of resolutions to the incumbency and signatures of the board of directors officers of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to Company executing this Agreement, the representations December 2001 Preferred Stock and warranties set forth in each other Transaction Document to which it is a party and any other certificate or other document to be delivered pursuant hereto or thereto, together with evidence of the Credit Agreement shall be true incumbency of such Secretary or Assistant Secretary. (h) True and correct in all material respects on copies of Amendment No. 5 to Securities Exchange Agreement and Amendment No. 1 to Stockholder Agreement, each dated as of the date hereof; providedClosing Date, however, that for purposes of duly executed by the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bankparties thereto. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness following requirements shall be conditions precedent to Company's obligations hereunder: A. Competitive Supplier shall provide all information requested in Exhibits B and C attached hereto. B. Competitive Supplier shall register and obtain the necessary licensing from the MDPU. C. The Company shall confirm that the Competitive Supplier is Creditworthy. In the event that Competitive Supplier is not Creditworthy, the Competitive Supplier shall provide credit support to the Company in an amount equal to the Additional Assurance Amount within three (3) Business Days after the Company’s request. Such credit support shall be: (i) a letter of credit issued by a Qualified Bank in a form acceptable to the Company, which will allow the Company to draw on the letter of credit up to the full amount of the amendments set forth herein Additional Assurance Amount, or (ii) such other credit support that is subject reasonably acceptable to the fulfillmentCompany, which for the purposes of this section may include a parent guaranty from a Creditworthy entity, at any time during the Term of this Agreement. D. If Competitive Supplier elects to utilize the Standard Complete Billing Services from the Company, Competitive Supplier shall furnish: (1) for a custom rate, which is provided to the Company at the time of enrollment, the custom rate in the enrollment request to the Company; and (2) for a non-custom rate, to Company a complete schedule of its relevant rates and rate pricing options for Generation Service in written form or in an electronic format reasonably acceptable to Company, at Company's option, no less than ten (10) business days prior to initial Customer enrollment for any such rate or prior to a change in Competitive Supplier's existing rates or five (5) business days prior to a change in rate pricing options. E. Prior to Customer enrollment, Competitive Supplier shall successfully complete testing with the satisfaction Company of the Agent Electronic Business Transactions ("EBT") as specified in the EBT Working Group Report and its counselany other, applicable EBT Working Group standards published under the direction of the following conditions precedent EBT Working Group (i.e. on the EBT Working Group Website or before the Effective Date: its successor) (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, all of which shall be together with the EBT are referred to as “EBT Standards” herein). F. Except for Standard Passthrough Billing, the Competitive Supplier has granted to the Company the Security Interest as stated in Section VI hereof, and has provided documentation in a form and substance satisfactory acceptable to the Agent Company demonstrating the grant and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicable: (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary ongoing effectiveness of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably requestSecurity Interest. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness obligation of the amendments set forth herein is parties to consummate the Acquisition and the transactions contemplated by this Agreement are subject to the fulfillmentfollowing conditions that may be waived, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Dateextent permitted by law: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, 4.01. Each party must obtain the following, all approval of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicable: (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the its board of directors and such approval shall not have been rescinded or restricted. 4.02. Each party shall obtain all requisite licenses, permits, consents, authorizations and approvals required to complete the Acquisition and the transactions contemplated by this Agreement. 4.03. There shall be no claim or litigation instituted or threatened in writing by any person or government authority seeking to restrain or prohibit any of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of contemplated transactions contemplated by this Agreement or challenges the right, title and interest of UTEK in the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent HHTI Shares or the Banks may require pursuant right of HHTI or UTEK to consummate the terms hereof or otherwise reasonably requestAcquisition contemplated hereunder. (b) After giving effect to this Agreement, the 4.04. The representations and warranties set forth in of the Credit Agreement parties shall be true and correct in all material respects on at the Effective Date. 4.05. The Technology and as Intellectual Property has been prosecuted in good faith with reasonable diligence. HHTI-WEGY 4.06. The License Agreement will be valid and in full force and effect without any default in this Agreement. 4.07. WEGY shall have received, at or prior to the Closing Date, each of the date hereof; provided, however, that for purposes following: (a) the stock certificates representing all of the representations currently issued and outstanding HHTI Shares, duly endorsed (or accompanied by duly executed stock powers) by UTEK for transfer of such shares to WEGY; (b) all corporate records and documentation relating to HHTI’s business, all in Section 3.1 thereofa form and substance satisfactory to WEGY, the annual including its Articles of Incorporation and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank.Bylaws; (c) No Default such agreements, files and other data and documents pertaining to HHTI’s business as WEGY may reasonably request; (d) copies of the general ledgers and books of account of HHTI, and all federal, state and local income, franchise, property and other tax returns filed by HHTI since the inception of HHTI; (e) certificates of (i) the Secretary of State of the State of Florida as to the legal existence and good standing, as applicable, (including tax) of HHTI in Florida; (f) the original corporate minute books of HHTI, including the articles of incorporation and bylaws of HHTI, and all other documents filed in this Agreement; (g) all consents, assignments or Event related documents of Default conveyance to give WEGY the benefit of the transactions contemplated hereunder; (h) such documents as may be needed to accomplish the Closing under the corporate laws of the states of incorporation of WEGY and HHTI, and (i) such other documents, instruments or certificates as WEGY, or their counsel may reasonably request. 4.08. WEGY shall have occurred completed due diligence investigation of HHTI to WEGY’s satisfaction in their sole discretion. 4.09. WEGY shall receive the resignation effective the Closing Date of each director and be continuing as officer of the date hereofHHTI.

Conditions Precedent. The effectiveness of the amendments set forth herein this Amendment is subject to receipt by the fulfillment, to the satisfaction Administrative Agent of the Agent and its counsel, each of the following conditions precedent on or before the Effective Date: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent Administrative Agent: (a) a counterpart of this Amendment (this Amendment and shall be any other agreements or documents executed by the Borrower in connection with this Amendment (collectively, the “Amendment Documents”)) duly completed and executed by the Borrower, the Administrative Agent and each of the Banks; (b) Favorable opinions, dated as of the Second Amendment Date, from counsels for Borrower and General Partner addressed to the Administrative Agent and the Banks, as applicable: (i) This Agreementto such matters as Administrative Agent may reasonably request; (iic) CopiesA certified copy of a certificate from the Secretary of State or equivalent state official of the states where Borrower and General Partner are organized, dated as of the most recent practicable date, showing the good standing or partnership qualification of Borrower and General Partner; (d) A certified copy of a certificate from the Secretary of State or equivalent state official of the state where Borrower and General Partner maintain their principal places of business (if different from its respective state of formation) dated as of the most recent practicable date, showing the qualification to transact business in such state as a foreign limited partnership or foreign trust, as the case may be, for Borrower and General Partner; (e) A copy of a resolution or resolutions adopted by the Board of Trustees of General Partner, certified by the Secretary or an Assistant Secretary of the Borrower General Partner as of a recent date, of resolutions of the board of directors of the Borrower being in full force and effect on the date hereof Second Amendment Date, authorizing the Loans provided for herein and the execution, delivery and performance of this Agreement the Loan Documents to be executed and the other documents and transactions contemplated herebydelivered by General Partner hereunder on behalf Borrower; (iiif) CopiesA certificate, certified signed by its corporate secretary the Secretary or an Assistant Secretary of General Partner and dated the Second Amendment Date, as of a recent dateto the incumbency, and containing the specimen signature or signatures, of the articles of incorporation, certificate of formation, Persons authorized to execute and by-laws of deliver the Loan Documents to be executed and delivered by it and Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agenthereunder; (ivg) If A certificate of the Borrower qualifies sort required by paragraph (3) of Section 6.09 of the Credit Agreement calculated on a pro forma basis as a legal entity customer under of the Beneficial Ownership Regulationsquarter ending March 31, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and2019; (vh) Such additional documentsThe following statements shall be true and Administrative Agent shall have received a certificate dated as of the Second Amendment Date signed by a duly authorized signatory of Borrower stating, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request.best of the certifying party’s knowledge, the following: (b1) After giving effect to this Agreement, the All representations and warranties set forth contained in this Amendment and in each of the Credit Agreement shall be other Loan Documents are true and correct in all material respects on and as of the Second Amendment Date as though made on and as of such date hereof; provided(except in those cases where such representation or warranty expressly relates to an earlier date or is qualified as to “materiality”, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section “Material Adverse Change” or similar language (which shall be deemed to be the most recent such information furnished to each Bank.true and correct in all respects as qualified therein) and except for changes in factual circumstances permitted hereunder and thereunder); (c2) No Default or Event of Default has occurred and is continuing; (3) No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (A) result in a Material Adverse Change or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of Borrower to fulfill its obligations under the Loan Documents to which it is a party; and (4) Borrower has received all approvals, consents and waivers, and has made or given all necessary filings and notices, as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any Law or (B) any agreement, document or instrument to which Borrower is a party or by which Borrower or its properties is bound; (i) evidence that (i) all fees due and payable to the Administrative Agent, the Banks and the arrangers pursuant to those certain fee letters by and among the Borrower, the arrangers and the Administrative Agent have been paid and (ii) all fees, expenses and reimbursement amounts due and payable to the Administrative Agent and the arrangers, including without limitation, the reasonable fees and expenses of counsel to the Administrative Agent, have been paid; (j) Each Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have occurred delivered to the Administrative Agent, and be continuing any Bank requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or Subsidiary, in each case, at least five (5) Banking Days prior to the Second Amendment Date; (k) The Borrower shall have provided to the Administrative Agent and the Banks the documentation and other information requested by the Administrative Agent in order to comply with the requirements of any Anti-Money Laundering Laws, including the PATRIOT Act and any applicable “know your customer” rules and regulations; and (l) such other documents, agreements and instruments as the Administrative Agent, or any Bank through the Administrative Agent, may reasonably request. Notwithstanding anything herein to the contrary, by its execution and delivery of this Amendment, the Administrative Agent and each Bank party hereto acknowledges and agrees that each of the date hereofconditions precedent to the effectiveness of this Amendment that have not previously been waived by such Banks in accordance with the terms of this Amendment has been satisfied and that this Amendment is effective upon the execution and delivery of this Amendment by the Borrower, each such Bank and the Administrative Agent.

Conditions Precedent. The effectiveness of the amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Date: (a) The Agent shall have received, with copies or counterparts for respective obligations of each Bank as appropriate, party to consummate the following, all of which transactions contemplated by this Agreement shall be in form and substance satisfactory subject to the Agent and shall be duly completed and executed satisfaction (or waiver by the Borrower, the Agent CVH and the BanksFintech Parties), as applicableat or prior to the Call Option Closing, of each of the following conditions: (i) This Agreement;CVH shall deliver to Fintech Advisory written notice in the form of Exhibit B (with blanks appropriately completed) (the “Exercise Notice”) at least six (6) days prior to the date on which CVH wishes to exercise the Call Option; and (ii) Copies, certified by no preliminary or permanent injunction or other order against or law or regulation prohibiting the Secretary purchase or an Assistant Secretary delivery of the Borrower Deliverable Securities, as applicable, issued by any court of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the competent jurisdiction or other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as governmental authority shall be in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect The obligations of CVH to consummate the transactions contemplated by this AgreementAgreement shall be subject to the satisfaction, or waiver by CVH, of each of the following conditions at or prior to the Call Option Closing: (i) each of the representations and warranties of FT set forth in Section 8, each of the Credit Agreement representations and warranties of FIA set forth in Section 9 and each of the representations and warranties of Fintech Advisory set forth in Section 10 shall be true and correct in all material respects as of July 7, 2017 and as of the Call Option Closing Date with the same force and effect as if made on and as of the date hereof; provided, however, that for purposes Call Option Closing Date; (ii) the Fintech Parties shall have performed and complied with each of the representations agreements and covenants required to be performed or complied with by each of them on or prior to the Call Option Closing Date; and (iii) CVH shall have received a certificate, dated the Call Option Closing Date and signed by a duly authorized officer or manager of each of the Fintech Parties, stating on behalf of each of the Fintech Parties that each of the conditions set forth in Section 3.1 thereof13(b)(i) and Section 13(b)(ii), the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bankrespectively, have been satisfied. (c) No Default The obligations of the Fintech Parties to consummate the transactions contemplated by this Agreement and the Pledge Agreement shall be subject to the satisfaction, or Event waiver by each of Default the Fintech Parties, of each of the following conditions at or prior to the Call Option Closing: (i) Each of the representations and warranties of CVH set forth in Section 11 shall have occurred be true and be continuing correct in all respects as of July 7, 2017 and as of the date hereofCall Option Closing Date with the same force and effect as if made on and as of the Call Option Closing Date; (ii) CVH shall have performed and complied with each of the agreements and covenants required to be performed or complied with by it on or prior to the Call Option Closing Date, and (iii) the Fintech Parties shall have received a certificate, dated the Option Closing Date and signed by a duly authorized officer of CVH, stating on behalf of CVH that each of the conditions set forth in Section 13(c)(i) and Section 13(c)(ii) have been satisfied.

Conditions Precedent. The As a condition precedent to the effectiveness of this Loan Modification Agreement and the amendments set forth herein is subject Bank’s obligation to make further Advances under the fulfillmentRevolving Line, to the satisfaction of the Agent and its counsel, of Bank shall have received the following conditions precedent on documents prior to or before the Effective Date: (a) The Agent shall have receivedconcurrently with this Loan Modification Agreement, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicableBank: A. this Loan Modification Agreement duly executed on behalf of each Borrower (including, without limitation, New Borrower) and signed by way of acknowledgement by Guarantor; B. Bank shall have received copies, certified by a duly authorized officer of each Borrower (including, without limitation, New Borrower), to be true and complete as of the date hereof, of each of (i) This Agreement; the governing documents of each Borrower (including, without limitation, New Borrower) as in effect on the date hereof, (ii) Copiesthe resolutions of each Borrower (including, without limitation, New Borrower) authorizing the execution and delivery of this Loan Modification Agreement, the other documents executed in connection herewith and each Borrower’s performance of all of the transactions contemplated hereby, and (iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized on behalf of each Borrower (including, without limitation, New Borrower); C. a good standing certificate of each Borrower (including, without limitation, New Borrower), certified by the Secretary or an Assistant of State of the state of incorporation of each respective Borrower (including, without limitation, New Borrower), together with a certificate of foreign qualification from the Secretary of State (or comparable governmental entity) of each state in which each Borrower (including, without limitation, New Borrower) is qualified to transact business as a foreign entity, if any, in each case dated as of a date no earlier than thirty (30) days prior to the Borrower date hereof; D. certified copies, dated as of a recent date, of resolutions financing statement and other lien searches of each Borrower (including, without limitation, New Borrower), as Bank may request and which shall be obtained by Bank, accompanied by written evidence (including any UCC termination statements) that the board of directors of the Borrower Liens revealed in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered searched either (i) will be terminated prior to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks or in connection with applicable the Loan Modification Agreement, or (ii) in the sole discretion of Bank, will constitute Permitted Liens; E. a filed copy, which shall be filed by Bank, acknowledged by the appropriate filing office in the State of Delaware, of a UCC Financing Statement, naming New Borrower as “know your customerDebtor” and anti-money laundering rules Bank as “Secured Party”; F. a completed consolidated Perfection Certificate executed by Borrower, together with the duly executed original signatures thereto and regulationsall required attachments thereto; G. an Amended and Restated Joint Intellectual Property Security Agreement, including executed by Borrower, with completed exhibits thereto, together with Intellectual Property search results acceptable to Bank, in its reasonable discretion; H. evidence satisfactory to Bank that the USA Patriot Actinsurance policies required for New Borrower are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and (v) Such additional documents, certificates and information I. such other documents as the Agent or the Banks Bank may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness Borrower hereby agrees that the following representations and warranties shall be true and/or the following documents shall be delivered to the Bank prior to or concurrently with this Loan Modification Agreement, each in form and substance satisfactory to the Bank (collectively, the “Conditions Precedent”): A. the Transaction shall be consummated upon terms substantially similar to those contained in the December 2011 Note Purchase Agreement attached at Exhibit A hereto, in each case without any material amendment or modification thereto (it being agreed that any amendment or modification to the December 2011 Note Purchase Agreement attached as Exhibit A hereto which may reasonably be considered materially adverse to the interests of the amendments set forth herein is subject Bank shall be deemed to be material); B. copies, certified by a duly authorized officer of Borrower and Guarantor, to be true and complete as of the date hereof, of each of (i) the governing documents of Borrower and Guarantor, respectively, as in effect on the date hereof (but only to the fulfillment, extent modified since last delivered to the satisfaction Bank), (ii) the resolutions of Borrower and Guarantor, respectively, authorizing the execution and delivery of this Loan Modification Agreement, the other documents executed in connection herewith and the Borrower’s and Guarantor’s respective performance of all of the Agent transactions contemplated hereby (but only to the extent required since last delivered to Bank), and its counsel(iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized (but only to the extent any signatories have changed since such incumbency certificate was last delivered to Bank); C. Bank shall have received executed copies of this Loan Modification Agreement, the December 2011 Note Purchase Agreement, as amended, and each December 2011 Subordination Agreement from each December 2011 Creditor; D. Bank shall have received a copy of the following conditions precedent on or before the Effective Date: (a) The Agent shall have receivedexecuted Amendment No. 3 to Subordinated Note and Warrant Purchase Agreement, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory acceptable to the Agent and shall be duly completed and executed by the BorrowerBank, the Agent and the Banks, as applicable: (i) This Agreementin its reasonable discretion; (ii) Copies, certified by E. Bank shall have received from the Secretary or an Assistant Secretary Fidelity Creditors a copy of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery executed Consent and performance of this Amendment No. 2 to Note Purchase Agreement and the other documents and transactions contemplated herebyNotes; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) F. After giving effect to the consent granted herein, this Loan Modification Agreement and the December 2011 Note Purchase Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No no Default or Event of Default shall have occurred exist and be continuing continuing, including, without limitation, any default under any instrument, agreement or other document evidencing any Subordinated Debt; and G. such other documents and/or agreements as of the date hereofBank may reasonably request.

Conditions Precedent. The It shall be a condition precedent to the effectiveness of this Agreement that the amendments set forth herein is subject Agent shall have received the following documents, each to the fulfillment, be in form and substance reasonably satisfactory to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Date: (a) This Agreement duly executed by the Companies; (b) All UCC financing statements and similar documents required to be filed in order to create in favor of the Agent, for the benefit of the Lenders, a first priority perfected security interest in all Joining Company Collateral (to the extent that such a security interest may be perfected by a filing under the UCC or applicable law), shall have been properly filed in each office in each jurisdiction required. The Agent shall have receivedreceived (i) acknowledgement copies of all such filings (or, with copies or counterparts for each Bank as appropriatein lieu thereof, the following, all of which Agent shall be in form and substance have received other evidence satisfactory to the Agent that all such filings have been made), and shall be duly completed (ii) evidence that all necessary filing fees, taxes and executed by the Borrower, the Agent and the Banks, as applicable: (i) This Agreementother expenses related to such filings have been paid in full; (iic) CopiesCopies of the Certificate or Articles of Incorporation of the Joining Company, and all amendments thereto, certified by the Secretary or an Assistant Secretary secretary of the Borrower as state of a recent date, of resolutions its formation or incorporation; (d) Good standing certificate for the Joining Company issued by the secretary of the board state of directors its formation or incorporation; (e) A closing certificate signed by an authorized officer of the Borrower Joining Company stating that (i) the representations and warranties of the Joining Company set forth in effect on the date hereof authorizing the execution, delivery and performance of this Financing Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be Loan Documents are true and correct in all material respects on and as of the date hereof; providedof this Agreement except to the extent that such representations and warranties relate solely to or are specifically expressed as of a particular date or period which is past or expired, however(ii) the Joining Company is on such date in compliance in all material respects with all the terms and provisions set forth in the Financing Agreement and the other Loan Documents, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in (iii) on such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No date no Default or Event of Default shall have occurred and be continuing as exists; (f) Certificate of the Secretary or an Assistant Secretary of each Company certifying (i) that attached thereto is a true and complete copy of the Bylaws of such Company, as in effect on the date hereofof such certification, (ii) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of such Company authorizing the execution, delivery and performance of this Agreement, the joinder by the Joining Company in the Financing Agreement and the other Loan Documents, the guaranty by each Company of the Obligations of the other Companies, and the consummation of the transactions contemplated hereby and thereby, and (iii) as to the incumbency and genuineness of the signature of each officer of each Company executing this Agreement or any of the Loan Documents; (g) An opinion of counsel to the Companies in form reasonably satisfactory to the Agent opining, inter alia, that (i) each Company is in existence and in good standing under its respective jurisdiction of incorporation or formation, (ii) this Agreement is the valid and binding obligation of each Company, enforceable against each Company in accordance with its terms, (iii) the execution, delivery and performance by each Company of this Agreement, and the joinder by the Joining Company in the Financing Agreement and the other Loan Documents as contemplated hereby, (x) have been duly authorized by all necessary company action, (y) do not violate any terms, provisions, representations or covenants in the articles of incorporation, by-laws or other organizational agreement of any Company, and (z) to the best knowledge of such counsel, do not violate any terms, provisions, representations or covenants in any loan agreement, mortgage, deed of trust, note, security agreement, indenture or other material contract which is identified in such opinion or a certificate attached to such opinion; (iv) the liens and security interests granted by the Joining Company to the Agent for the benefit of the Lenders under the Financing Agreement and the other Loan Documents to which the Joining Company is or has become a party are perfected; and (v) such other matters as the Agent or its counsel may reasonably request; and (h) Such other documents, instruments and agreements as the Agent shall reasonably request in connection with the foregoing matters.

Conditions Precedent. Section 3.1. The effectiveness Company shall not be entitled to request the Banks to make the initial purchase of the amendments set forth herein is subject to the fulfillmentPurchased Receivables, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Dateunless: (a) The the Administrative Agent shall have received, with copies or counterparts for and each Bank as appropriate, the following, have received all of which shall be the documents listed in Schedule 2 in form and substance reasonably satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicable: (i) This Agreementeach of them; (iib) Copies, certified the representations and warranties made by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower Company in effect on the date hereof authorizing the execution, delivery and performance Section 10 of this Agreement and the in any other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, Transaction Documents are true and correct copies thereof were delivered to in all material respects as of the Agent; Closing Date (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership except for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the those representations and warranties set forth in the Credit Agreement that are conditioned by materiality, which shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank.respects); (c) No the Administrative Agent has received the fees and other amounts payable by the Company pursuant to Section 15.1; (d) the Company shall have established the segregated Blocked Accounts for the collection of the Purchased Receivables; (e) no Termination Event shall have occurred; and (f) the Closing Date falls at least four Business Days after the date of the delivery of the initial Purchase Request and initial Portfolio Report to the Administrative Agent and the Banks. Such Portfolio Report shall list the Receivables requested to be purchased in a format and contain such information as shall be reasonably satisfactory to the Administrative Agent and the Banks. Section 3.2. The Commitment Period shall become effective on the fourth (4th) Business Day after (but no earlier than February 26, 2016) the Company has delivered to the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, an officer’s certificate duly executed and delivered by an officer of the Company certifying that, as of the first day of the Commitment Period: (a) the representations and warranties made by the Company in Section 10 of the Agreement and in any other Transaction Document are true and correct in all material respects (except for those representations and warranties conditioned by materiality, which shall be true and correct in all respects); (b) no Default or Event of Default shall have (in each case under and as defined in the Credit Agreement) has occurred and be continuing as of the date hereofis continuing; and (c) no Termination Event is in effect.

Conditions Precedent. 14.1 The effectiveness credit facility may be utilised by the Borrower as soon as this Agreement has come into full force and effect according to Clause 15 (Effectiveness of the amendments set forth herein is subject to the fulfillmentAgreement), to the satisfaction no events of the Agent default have occurred and its counsel, of the following additional conditions precedent on or before the Effective Dateare complied with: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, submission of the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed first Borrowing Base Report by the Borrower, , (b) confirmation of the Agent Borrowing Base by the Bank, (c) compliance with all KYC (know your customer) requirements concerning the Borrowers and the BanksCo-Debtors, (d) receipt by the Bank of the original of the Agreement signed by the Borrower and the Borrowing Base Providers in a legally binding manner; (e) provision of the agreed security; (f) receipt by the Bank of a certified copy of the Borrower’s Articles of Incorporation including any amendments thereto, as applicable:issued by the Secretary of State of the U.S. state within the registered seat of the Borrower is located. The certified copy shall be certified to be a true copy under the hand and seal of office of the Secretary of State; (g) receipt by the Bank of a Certificate of Good Standing with a recent date, issued by the Secretary of State of the U.S. state within the registered seat of the Borrower is located; (h) receipt by the Bank of a copy of the current version of the By-Laws of the Borrower; (i) This receipt by the Bank of a copy of the list of current directors and officers of the Borrower; (j) receipt by the Bank of a copy of the resolutions adopted by the Board of Directors of the Borrower approving and authorizing the entering into the Agreement; (iik) Copiespresentation of a legal opinion addressed to the Bank as per ANNEX IV (or another form agreed with the Bank) issued by a legal counsel acceptable to the Bank; (l) receipt by the Bank of a certified copy of the Parent’s Articles of Incorporation including any amendments thereto, certified issued by the Secretary or an Assistant of State of the U.S. state within the registered seat of the Parent is located. The certified copy shall be certified to be a true copy under the hand and seal of office of the Secretary of State; receipt by the Borrower as Bank of a Certificate of Good Standing with a recent date, issued by the Secretary of resolutions State within the registered seat of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated herebyParent is located; (iiim) Copies, certified receipt by its corporate secretary as the Bank of a recent date, copy of the articles of incorporation, certificate of formation, and by-laws current version of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since By-Laws of the most recent date, true and correct copies thereof were delivered to the AgentParent; (ivn) If receipt by the Bank of a copy of the list of current directors and officers of the Parent; (o) receipt by the Bank of a copy of the resolutions adopted by the Board of Directors of the Parent approving and authorizing the entering into the guarantee agreement; (p) presentation of a legal opinion addressed to the Bank as per ANNEX V (or another form agreed with the Bank) issued by a legal counsel acceptable to the Bank in relation to guarantee agreement. 14.2 The Bank may allow utilisation of the credit facility in specific cases even before all conditions precedents have been met. However, this shall not release the Borrower qualifies as a legal entity customer under from the Beneficial Ownership Regulationsobligation to comply with the conditions precedent, an executed Certificate especially the provision of Beneficial Ownership for security, unless the Borrower and such other documentation and other information requested by the Agent and the Banks Bank has expressly waived this in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably requestwriting. (b) After giving effect 14.3 If provided third-party security is terminated or withdrawn, the Bank shall no longer be obliged to disburse the credit from the date of receipt of the notice of termination or withdrawal. 14.4 The facility agreement dated 19.01.2012 for EUR 8 million including all amendments shall be cancelled by mutual consent upon effectiveness of this Agreement. Any existing utilisations still outstanding thereunder shall be transferred to this Agreement, the representations Agreement according to Clause 0 and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bankcontinued thereunder. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness obligation of Yankees to make the amendments set forth herein is Loan will be subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Dateconditions: (a) The Agent shall There will have receivedoccurred no material adverse change in the business or the financial condition of Explorations since the date of the latest financial information filed by Explorations with the Commission, with copies or counterparts for each Bank as appropriate, the following, all of which shall will be in form and substance satisfactory contemporaneously furnished by Explorations to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicable: (i) This AgreementYankees; (iib) CopiesAll acts, certified by conditions and things (including the Secretary obtaining of any necessary regulatory approvals and the making of any required filings, recordings or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing registrations) required to be done or performed and to have happened precedent to the execution, delivery and performance of this Agreement and the other related security agreements, collateral assignments, Convertible Bonds and Notes will have been done and performed to the satisfaction of Yankees and its legal counsel; (c) All corporate and legal proceedings and all documents and instruments in connection with the authorization of this Agreement and the related security agreements, collateral assignments, Convertible Bonds and Notes and all related instruments and ancillary documentation thereto will have been delivered to Yankees and its legal counsel, and Yankees will have received all information and copies of all other related documents and instruments, including records of corporate proceedings, which Yankees and its legal counsel may reasonably have requested in connection therewith, such documents and instruments, where appropriate, to be certified by proper corporate or governmental authorities; (d) Yankees will have received the duly executed originals of this Agreement and the related security agreements, collateral assignments, Convertible Bonds and Notes and all related ancillary documentation thereto and copies or originals of all other documents, agreements and instruments relating to any aspect of the transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Actevidence of insurance coverage required by Yankees; and (ve) Such Yankees will have received, in form and substance satisfactory to Yankees and its legal counsel, such legal opinions, consents, and/or additional documents, certificates and information as the Agent or the Banks may require pursuant documents relating to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as any of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bankforegoing which it may reasonably require. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness of the amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, This Amendment shall not be effective until each of the following conditions precedent on or before the Effective Datehas been fulfilled: (a) The Administrative Agent shall have received, with copies or received fully executed counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and this Amendment executed by each of the parties hereto, in each case sufficient in number for distribution to Administrative Agent, each Lender, Parent, and Borrower, the Agent and the Banks, as applicable: (i) This Agreement; (iib) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent may require evidencing the board identity, authority and capacity of directors of the Borrower each Responsible Officer thereof authorized to act as a Responsible Officer in effect on the date hereof authorizing the execution, delivery and performance of connection with this Agreement and the other documents and transactions contemplated herebyAmendment; (iiic) CopiesThe Borrower and each other Loan Party shall have provided, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered at least three (3) days prior to the Agent; Effective Date, all information reasonably requested at least seven (iv7) If days prior to the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested Effective Date by the Administrative Agent and the Banks each Lender in connection order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA Patriot Act; and; (vd) Such additional documentsa duly completed Unencumbered Property Report and Compliance Certificate certifying compliance with the financial covenants set forth in Section 9.13 of the Credit Agreement, certificates as amended by this Amendment, in each case prepared as of September 30, 2019, on a pro forma basis, and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request.signed by a Responsible Officer of Parent, for itself and on behalf of Borrower; (be) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement Agreement, as amended by this Amendment, and each other Loan Document are true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the Effective Date as though made as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and (without duplication of any materiality qualifiers therein) as of the date hereof; providedsuch earlier date, however, and except that for purposes of this condition, the representations and warranties contained in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section 7.05 shall be deemed to be refer to the most recent such information statements furnished pursuant to each Bank.clauses (a) and (b), as applicable, of Section 8.01; and (cf) No after giving effect to this Amendment, no Default or Event of Default exists. The Administrative Agent shall have occurred promptly notify in writing the Borrower and be continuing as the Lenders of the date hereofeffectiveness of this Amendment, and such notice shall be conclusive and binding.

Conditions Precedent. The effectiveness As conditions precedent to the making of the amendments set forth herein is subject to the fulfillmentLoan, to the satisfaction of the Agent and its counsel, each of the following conditions precedent on or before shall be satisfied prior to the Effective Date:execution and delivery of this Agreement and the closing of the Loan (provided that the execution and delivery of this Agreement by Administrative Agent and Lenders shall mean that each of such conditions are deemed satisfied as of such date): (a) The Administrative Agent shall have receivedreceived and approved documentation regarding Borrower’s and Guarantor’s capital structure, with any other documents or agreements of any kind reasonably requested by Administrative Agent concerning the financial condition of Borrower or Guarantor (in the form previously delivered to Administrative Agent), and Administrative Agent shall have approved the current financial condition of Borrower and Guarantor. (b) Administrative Agent shall have received and approved, from Borrower, and Guarantor copies certified as true and complete of the following documents from the applicable governmental authority: (i) the articles or counterparts for certificate of incorporation, certificate of partnership, or certificate of limited liability company, as applicable; and (ii) good standing certificates or certificates of existence from the jurisdictions in which each Bank such Person is organized and/or qualified to do business dated not more than thirty (30) days prior to the Effective Date. Administrative Agent shall have received and approved true and complete copies of the by-laws, partnership agreement or operating agreement, as appropriateapplicable, of Borrower, and Guarantor, certified as of the followingEffective Date as complete and correct copies thereof by the Secretary or an Assistant Secretary, general partner, manager or other authorized representative reasonably acceptable to Administrative Agent, of such Person. (c) The Borrower shall have executed and delivered to Administrative Agent or shall have caused to be executed and delivered to Administrative Agent all of Loan Documents and Other Related Documents, which Loan Documents and Other Related Documents shall be in form and substance satisfactory to the Administrative Agent and Administrative Agent shall have received and approved all other documents, instructions, policies, and forms of evidence or other materials requested by Administrative Agent under the terms of this Agreement or any of the other Loan Documents, including without limitation, policies (or certificates satisfactory to Administrative Agent) of insurance as may be required by Administrative Agent pursuant to this Agreement. (d) Administrative Agent shall have received and approved a current survey of the Property and prepared by a licensed surveyor acceptable to Administrative Agent and title insurer who shall certify such survey to Administrative Agent, Lenders and the title insurer. (e) Administrative Agent shall have received and approved UCC, tax and judgment lien searches on the Property, Collateral, the Borrower and Guarantor, as requested by Administrative Agent, showing no liens or violations, dated not more than thirty (30) days prior to the Effective Date. (f) Administrative Agent shall have received the Title Policy, which shall be duly completed in form and executed by substance and with endorsements acceptable to Administrative Agent and which shall, among other things, insure the first priority lien of the Deed of Trust, subject only to such exceptions as Administrative Agent shall have approved in its sole and absolute discretion, and address such other matters as Administrative Agent may require. (g) Administrative Agent shall have received and approved the Borrower’s standard form of lease, if any, to be used in connection with the Agent Property. (h) Administrative Agent’s internal loan committee shall have given final internal credit and underwriting approval for the Banks, as applicable:Loan. (i) This Agreement;Administrative Agent shall have received an Appraisal confirming to the satisfaction of Administrative Agent that the LTV does not exceed seventy percent (70%). (iij) CopiesAdministrative Agent shall have received a copy of the resolutions, certified by the Secretary or an Assistant Secretary in form and substance satisfactory to Administrative Agent, of the Borrower as of a recent dateand Guarantor, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement the Loan Documents and Other Related Documents to which such Person is a party and the other documents and transactions contemplated hereby;thereby, certified as of the Effective Date by the Secretary or an Assistant Secretary, general partner, manager or other authorized representative reasonably acceptable to Administrative Agent, as applicable, which certificates shall be in form and substance satisfactory to Administrative Agent and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded. (k) No litigation or other proceeding shall be filed, pending or threatened in writing against the Property, Borrower or Guarantor which are reasonably likely to have a Material Adverse Effect. (l) No law, rule, regulation or court or administrative decision is reasonably likely to have a Material Adverse Effect. (m) Administrative Agent shall be satisfied that no material adverse change has occurred to Borrower, Guarantor or the Property, including without limitation that there has not occurred: (i) a material decline in the financial condition of Borrower or any Guarantor; (ii) the downgrading of Borrower’s or any Guarantor’s credit rating; (iii) Copiesa materially adverse change in the physical condition of the Property; or (iv) a change in market conditions which could affect the value and/or leasing of the Property. (n) Administrative Agent shall have reviewed and approved the Management Agreement. (o) Administrative Agent shall have received payment for all fees, certified costs and expenses required to be paid by Borrower under this Agreement. (p) Administrative Agent shall have received environmental reports and property condition report for the Improvements satisfactory to it in its corporate secretary sole discretion. (q) The Borrower shall have delivered to Administrative Agent all opinions from counsel as Administrative Agent may reasonably require, including, without limitation, due execution and authority opinions and enforceability opinions, in form and substance satisfactory to Administrative Agent. (r) The Borrower shall have delivered all insurance certificates with respect to the policies required hereunder. (s) Administrative Agent shall have received and approved all Existing Leases affecting the Property as of the date hereof and Borrower shall have delivered to Administrative Agent a recent date, certified copy of the articles of incorporationrent roll for the Property. (t) Administrative Agent shall have received an executed estoppel certificate from Ernst & Young U.S. LLP, certificate of formation, in form and by-laws substance satisfactory to Administrative Agent. (u) Administrative Agent shall have received a chart showing the organizational structure of the Borrower as in effect, or a certificate stating and Guarantor that there have been no changes is certified by Borrower to any such documents since the most recent date, be true and correct copies thereof were delivered and that is reasonably acceptable to the Administrative Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and. (v) Such additional documentsAdministrative Agent shall have received evidence that the Property complies with applicable zoning and land use laws (which evidence may include, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably requestif requested by Administrative Agent, a third party zoning report). (bw) After giving effect to this Agreement, the representations All Property Taxes then due and warranties set forth in the Credit Agreement payable shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bankhave been paid. (cx) No Default or Event of Default All Liens, other than Permitted Liens, upon the Collateral shall have occurred and be continuing as been discharged (regardless of whether insured by the date hereofTitle Policy delivered to Administrative Agent).

Conditions Precedent. The effectiveness This Amendment shall be effective when ▇▇▇▇▇ Fargo shall have received an executed original hereof, together with each of the amendments set forth herein is subject following, each in substance and form acceptable to the fulfillment, to the satisfaction of the Agent and ▇▇▇▇▇ Fargo in its counsel, of the following conditions precedent on or before the Effective Datesole discretion: (a) The Agent shall have receivedFirst Amended and Restated Revolving Note in the original principal amount of $65,000,000, duly executed on behalf of Company. (b) A Deed of Trust with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory respect to the Agent Real Property Collateral, duly executed on behalf of Company. (c) A Patent and shall be Trademark Security Agreement, duly completed executed on behalf of Company. (d) A Guaranty by AngioScore, a Guarantor Security Agreement with AngioScore and a Certificate of Authority of Guarantor, each duly executed by the Borrower, the Agent and the Banks, on behalf of AngioScore. (e) A Certificate of Authority of Company certifying as applicable: to (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of Company approving the Borrower in effect on the date hereof authorizing the execution, execution and delivery and performance of this Agreement and Amendment, (ii) the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of fact that the articles of incorporation, certificate of formationincorporation and bylaws of Company, which were certified and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require ▇▇▇▇▇ Fargo pursuant to the terms hereof Certificate of Authority of Company dated as of February 25, 2011, continue in full force and effect and have not been amended or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties modified except as set forth in the Credit Agreement shall Certificate to be true delivered, and correct in all material respects on (iii) certifying that the officers and agents of Company who have been certified to ▇▇▇▇▇ Fargo, pursuant to the Certificate of Authority of Company dated as of February 25, 2011, as being authorized to sign and to act on behalf of Company continue to be so authorized or setting forth the date hereof; provided, however, that for purposes sample signatures of each of the representations in Section 3.1 thereofofficers and agents of Company authorized to execute and deliver this Amendment and all other documents, the annual agreements and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bankcertificates on behalf of Company. (cf) No Default Evidence that Liquidity (based on the cash balance of Company on or Event about the effective date of Default shall have occurred this Amendment and be continuing the Borrowing Base determined as of May 31, 2015) is equal to or exceeds $50,000,000. (g) Payment of the date hereof$65,000 origination fee described in Paragraph 8. (h) Such other matters as ▇▇▇▇▇ Fargo may require.

Conditions Precedent. The effectiveness This Agreement shall become effective as of the amendments set forth herein is close of business on the date first above written, subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before that the Effective DateManaging Agents shall have received: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and this Agreement executed by each of the Borrower, parties hereto; (b) a certificate of the Agent and the Banks, as applicable: secretary or assistant secretary of Insight Receivables certifying (i) This Agreement; (ii) Copiesthe articles of organization of Insight Receivables, and all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent datedate by the Secretary of State for the State of Illinois, (ii) the limited liability company agreement of resolutions of the board of directors of the Borrower Insight Receivables as in effect on the date hereof hereof, (iii) resolutions of the Board of Directors of Insight Receivables authorizing the execution, delivery and performance of this Agreement and each document executed in connection herewith, (iv) the names, signatures, and incumbency of the officers of Insight Receivables authorized to execute this Agreement and all other documents executed in connection herewith on behalf of Insight Receivables and transactions contemplated hereby(v) a certificate as of recent date of the good standing of Insight Receivables under the laws of the State of Illinois; (iiic) Copiesa certificate of the secretary or assistant secretary of the Servicer certifying (i) the certificate of incorporation of the Servicer, and all amendments thereto, certified by its corporate secretary as of a recent datedate by the Secretary of State for the State of Delaware, (ii) the bylaws of the Servicer as in effect on the date hereof, (iii) resolutions of the Board of Directors of the Servicer authorizing the execution, delivery and performance of this Agreement and each document executed in connection herewith to which the Servicer is a party, (iv) the names, signatures, and incumbency of the officers of the Servicer authorized to execute this Agreement and all other documents executed in connection herewith on behalf of the Servicer and (v) a certificate as of recent date of the good standing of the Servicer under the laws of the State of Delaware; (d) a certificate of the secretary or assistant secretary of Insight Direct certifying (i) the articles of incorporation, certificate incorporation of formationInsight Direct, and by-all amendments thereto, certified as of a recent date by the Secretary of State for the State of Illinois, (ii) the bylaws of Insight Direct as in effect on the date hereof, (iii) resolutions of the Board of Directors of Insight Direct authorizing the execution, delivery and performance of this Agreement and each document executed in connection herewith to which Insight Direct is a party, (iv) the names, signatures, and incumbency of the officers of Insight Direct authorized to execute this Agreement and all other documents executed in connection herewith on behalf of Insight Direct and (v) a certificate as of recent date of the good standing of Insight Direct under the laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the AgentState of Illinois; (e) a certificate of the secretary or assistant secretary of Insight Public certifying (i) the articles of incorporation of Insight Public, and all amendments thereto, certified as of a recent date by the Secretary of State for the State of Illinois, (ii) the bylaws of Insight Public as in effect on the date hereof, (iii) resolutions of the Board of Directors of Insight Public authorizing the execution, delivery and performance of this Agreement and each document executed in connection herewith to which Insight Public is a party, (iv) If the Borrower qualifies names, signatures, and incumbency of the officers of Insight Public authorized to execute this Agreement and all other documents executed in connection herewith on behalf of Insight Public and (v) a certificate as a legal entity customer of recent date of the good standing of Insight Public under the Beneficial Ownership Regulationslaws of the State of Illinois; (f) evidence, an in the form of a certificate of the secretary or assistant secretary of Insight Receivables, that Insight Receivable’s corporate charter has been amended in the form attached hereto as Exhibit C in order to comply with the requirements set forth in Section 7.1(i)(M) of the Receivables Purchase Agreement, as amended by this Agreement; (g) a duly executed Certificate copy of Beneficial Ownership for a Reaffirmation of Performance Undertaking in the Borrower form attached as Exhibit D hereto, executed by Insight; (h) all fees and such other documentation expenses due and other information requested by payable on or prior to the Agent and the Banks date hereof in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Actthis Agreement; and (vi) Such additional such other documents, certificates instruments and information agreements as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness of Bank's agreement to extend the amendments set forth herein Loans to the Borrower is subject to the fulfillment, to the satisfaction Bank's satisfaction, of the Agent and its counsel, all of the following conditions precedent conditions: A. Bank shall have received, on or before the Effective Date:date hereof (i) a copy of the resolutions of the Board of Directors of the Borrower, certified on such date by an officer of the Borrower, authorizing the execution and delivery of this Agreement, the borrowings hereunder and the execution and delivery of the Notes, the other Loan Documents and the Collateral, and (ii) such additional documents and requirements as the Bank or counsel for the Bank may reasonably request. (a) B. The Agent Borrower shall have receivedexecuted and delivered all documentation for the Loan, with copies or counterparts for each Bank as appropriaterequested by the Bank, the following, all of which shall be in form and substance content reasonably accept-able to the Bank and its counsel. C. The Borrower shall have provided to the Bank, in form satisfactory to the Agent and shall be duly completed and executed by the BorrowerBank, the Agent and the Banks, as applicable: (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation all financial and other information requested by Bank as to its business and affairs. D. The Borrower shall have provided to the Agent Bank, in form and content satisfactory to the Bank and its counsel, satisfactory evidence that the Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the corporate and legal authority to own its property and carry on its business as now being conducted. E. Each of the subsidiaries of the Borrower shall have provided to the Bank certified copies of resolutions of their governing bodies authorizing execution and delivery of the Guaranties and the Banks Guaranty Collateral, and satisfactory evidence that each of such subsidiaries is duly organized, validly existing and in connection with applicable “know your customer” and anti-money laundering rules and regulationsgood standing under the laws of their respective states of incorporation. F. Bank of America Asset Based Lending Services shall have completed a field examination of the Borrower's assets, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant which examination shall be reasonably satisfactory to the terms hereof or otherwise reasonably requestBank. (b) After giving effect G. The Bank shall have received an opinion of the Borrower's counsel with respect to this Agreementsuch matters and in such form as is reasonably acceptable to the Bank and its counsel. H. The Borrower shall have paid or provided for payment of an arrangement/ administration fee in the amount of $25,000. I. All terms and conditions of the Bank's commitment letter to the Borrower for the Loans have been satisfied and fulfilled, to the representations and warranties reasonable satisfaction of the Bank. J. No event has occurred or failed to occur that would have a Material Adverse Effect on the financial condition of the Borrower as set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the its most recent annual and quarterly financial information referred statements and internally-prepared monthly financial statements submitted to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default K. The Borrower shall have occurred and be continuing as certified that the execution of the date hereofLoan Documents shall not cause any default under any other contract or agreement to which the Borrower or any of its subsidiaries is subject. L. The Borrower shall have paid or provided for the payment of all costs and expenses incurred in connection with the making of the Loans, including, without limitation, the Bank's attorneys' fees and expenses.

Conditions Precedent. The effectiveness of the amendments set forth herein is subject to the fulfillment, to the This Amendment shall become effective upon satisfaction of the Agent and its counsel, of the following conditions precedent on or before in each case in a manner reasonably satisfactory to the Agent (such date, the “Fourth Amendment Effective Date:”): (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to receipt by the Agent and shall be of counterparts of this Amendment duly completed and executed by the Borrower, the Agent Guarantors, the Lenders and the Banks, as applicable:Agent; (b) receipt by the Agent of a duly executed officer’s certificate of each Credit Party certifying and attaching (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary a copy of the Borrower articles of incorporation of such Credit Party certified as of a recent datedate by the appropriate Governmental Authority, (ii) (A) a copy of the bylaws or limited liability company agreement, as applicable, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; such Credit Party (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating certification that there have been no changes to the bylaws or limited liability company agreement, as applicable, of such Credit Party from that attached to the officer’s certificate delivered on the Effective Date), (B) a copy of resolutions approving the transactions contemplated in connection with this Amendment, and (C) incumbency certificates, for such Credit Party, in each case certified by an Authorized Officer in form and substance reasonably satisfactory to the Agent, and (iii) a certificate of good standing, existence or the like of a recent date for such Credit Party from the appropriate Governmental Authority of its jurisdiction of formation; (c) receipt by the Agent of duly executed officer’s certificate of the Borrower certifying that (x) before and after giving effect to this Amendment, (I) the representations and warranties contained in Section 7 of the Existing Loan Agreement and the other Loan Documents (as defined in the Existing Loan Agreement) are true and correct in all material respects (except that if any such documents since representation or warranty contains any materiality qualifier, such representation or warranty shall be true and correct in all respects) on and as of the Fourth Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that, the representations and warranties contained in Section 7.3 of the Existing Loan Agreement shall be deemed to refer to the most recent datestatements furnished pursuant to Section 8.6 of the Existing Loan Agreement, true and correct copies thereof were (II) no Default or Event of Default exists and (y) the Borrower shall be in compliance with the financial covenants set forth in Section 9.17 of the Existing Loan Agreement, computed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 8.6 of the AgentExisting Loan Agreement; (ivd) If The Credit Parties shall have received all consents (including any necessary governmental consents), approvals, authorizations, registrations and filings and orders required to be made or obtained by the Borrower qualifies as a legal entity customer Credit Parties under any applicable Law, the Beneficial Ownership RegulationsOrganization Documents of any Credit Party or by any contractual obligation of any Credit Party in connection with the execution, an executed Certificate delivery, performance, validity and enforceability of Beneficial Ownership for this Amendment or any of the Borrower transactions contemplated hereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Amendment or any other transaction being financed with the proceeds of the Loans shall be ongoing; (e) Receipt by the Agent of all documentation and other information required by bank regulatory authorities or reasonably requested by the Agent and the Banks or any Lender under or in connection with respect of applicable “know your customer” and anti-money laundering rules and regulations, laws including the USA Patriot ActAct and, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; and (vf) Such additional documentspayment by the Borrower of the reasonable out-of-pocket costs and expenses of the Agent, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreementincluding without limitation, the representations reasonable fees and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as expenses of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The This effectiveness of the amendments set forth herein this Amendment is subject to the fulfillment, to the satisfaction of the Agent and its counsel, each of the following conditions precedent on or before (the date of the satisfaction of all such conditions, the “Amendment Effective Date:”): a. The Administrative Agent (aor its counsel) The Agent shall have received, with copies or counterparts for received from each Bank as appropriateof Holdings, the followingBorrower, all each other Guarantor and at least the Required Lenders either (x) a counterpart of which shall be in form and substance this Amendment, signed on behalf of such party or (y) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Amendment by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Amendment. b. The Borrower and each Guarantor shall be duly completed have confirmed and executed by acknowledged to the Borrower, the Administrative Agent and the BanksLenders, as applicable: (i) This Agreement; (ii) Copies, certified and by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, its execution and delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) CopiesAmendment, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation each Guarantor does hereby confirm and other information requested by acknowledge to the Administrative Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulationsLenders, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, that each of the representations and warranties of the Borrower and the Guarantors set forth in the Credit Agreement shall be Loan Documents is true and correct in all material respects (except for those which have a materiality qualifier, which are true and correct in all respects as so qualified) on and as of the date hereof; providedAmendment Effective Date, howeverexcept to the extent any such representations and warranties are expressly limited to an earlier date, that for purposes in which case, on and as of the Amendment Effective Date, such representations and warranties are true and correct in Section 3.1 thereofall material respects (except for those which have a materiality qualifier, the annual which are true and quarterly financial information referred to correct in all respects as so qualified) as of such Section shall be deemed to be the most recent such information furnished to each Bankspecified earlier date. (c) No Default or c. At the time of and immediately after effectiveness of this Amendment, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing as continuing. d. At the time of and immediately after effectiveness of this Amendment, the date hereofBorrower and its Restricted Subsidiaries shall not have Excess Cash in an amount greater than the Excess Cash Threshold.

Conditions Precedent. The effectiveness of the amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Date: (a) The Agent Borrower shall have receiveddelivered to Agent, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicableexecuted: (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (viv) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the The representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof. (d) Borrower shall have paid to Agent for the benefit of Banks an additional fee of $66,000 to be distributed to Banks pro rata in accordance with their Commitments (after giving effect to the decrease in the Total Commitments provided herein).

Conditions Precedent. The effectiveness obligation of Bank to effect the amendments set forth herein modifications contained in this Modification is subject to the fulfillment, to the satisfaction of the Agent and its counsel, condition precedent that Bank shall have received all of the following conditions precedent on or before the Effective Date: (a) The Agent shall have receiveddocuments, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicableBank: (ia) This Agreement;An agreement by which ▇▇▇▇▇▇ Marine Services, Inc. ("▇▇▇▇▇▇") and Wilmington Stevedores, Inc. ("Wilmington") each becomes surety for all liabilities of Borrower and ▇▇▇▇ Hauling to Bank ("New Surety Agreements"). (iib) Copies, certified by the Secretary or an Assistant Secretary Modification of the Borrower Real Estate Note reflecting the extension and modification of the terms thereof as of a recent date, set forth herein ("Note Modification"). (c) Copies of resolutions of the board boards of directors of the Borrower in effect on the date hereof and Corporate Guarantors authorizing the execution, delivery and performance of this Agreement Modification and all other documents and instruments required hereby (including without limitation the Note Modification and the New Surety Agreements), certified by the secretary or an assistant secretary of Borrower or Corporate Guarantors, as the case may be. (d) A written certificate of the secretary or an assistant secretary of Borrower and Corporate Guarantors as to the names and true signatures of the officers of Borrower and Corporate Guarantors, as the case may be, authorized to sign this Modification and all other documents and instruments required hereby (including without limitation the Note Modification and the New Surety Agreements). (e) Certified copies of the Articles of Incorporation and By-laws of ▇▇▇▇▇▇ and Wilmington, together with evidence that the Articles of Incorporation and By-laws of Borrower and the other documents Corporate Guarantors have not been modified or amended (or if so, the nature and transactions contemplated hereby;extent thereof) since December 31, 1992 and are in full force and effect. (iiif) CopiesGood Standing certificates (dated not more than 15 days prior to the date hereof) for each of Borrower, certified by its corporate secretary as of a recent date▇▇▇▇ Hauling, ▇▇▇▇▇▇, Wilmington and Broadway Equipment Leasing Corp. (g) Title search, to be obtained at Borrower's sole cost and expense, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered property subject to the Agent; (iv) If the Borrower qualifies 1984 Mortgage and 1989 Mortgage indicating no liens or encumbrances except as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks may appear in connection with applicable “know your customer” and antiChicago Title Insurance Company's Mortgagee Title Policy No. 31-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request0041-02- 006389. (bh) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as Updated appraisal of the date hereof; provided, however, that for purposes of property covered by the representations 1984 Mortgage and the 1989 Mortgage prepared by an appraiser and on terms satisfactory to Bank showing an appraised value in Section 3.1 thereof, the annual and quarterly financial information referred an amount satisfactory to in such Section shall be deemed to be the most recent such information furnished to each Bank. (i) A favorable opinion of counsel to Borrower and Affiliates as to the matters mentioned in Paragraphs 3(a), (b) and (c) No Default herein. (j) Such other documents or Event instruments as Bank may have requested under the terms of Default shall have occurred and be continuing as of the date hereofthis Modification or otherwise.

Conditions Precedent. The As a condition precedent to the effectiveness of this Loan Modification Agreement and the amendments set forth herein is subject Bank’s obligation to make further Advances under the fulfillmentRevolving Line, to the satisfaction of the Agent and its counsel, of Bank shall have received the following conditions precedent on documents prior to or before the Effective Date: (a) The Agent shall have receivedconcurrently with this Agreement, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and Bank: A. Bank shall be have received copies, certified by a duly completed and executed by the authorized officer of each Borrower, to be true and complete as of the Agent and the Banksdate hereof, as applicable: of each of (i) This Agreement; the governing documents of each Borrower as in effect on the date hereof, (ii) Copiesthe resolutions of each Borrower authorizing the execution and delivery of this Loan Modification Agreement, the other documents executed in connection herewith and each Borrower’s performance of all of the transactions contemplated hereby, and (iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized on behalf of each Borrower; B. a good standing certificate of each Borrower, certified by the Secretary or an Assistant of State of the state of incorporation of each respective Borrower, together with a certificate of foreign qualification from the Secretary of State (or comparable governmental entity) of each state in which each Borrower is qualified to transact business as a foreign entity, if any, in each case dated as of a recent date prior to the Borrower date hereof; C. certified copies, dated as of a recent date, of resolutions financing statement and other lien searches of each Borrower, as Bank may request and which shall be obtained by Bank, accompanied by written evidence (including any UCC termination statements) that the board of directors of the Borrower Liens revealed in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered searched either (i) will be terminated prior to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks or in connection with applicable “know your customer” and anti-money laundering rules and regulationsthe Loan Modification Effective Date, including or (ii) in the USA Patriot Actsole discretion of Bank, will constitute Permitted Liens; D. an updated Perfection Certificate executed by Borrower, together with the duly executed original signatures thereto; E. updated certificates of insurance; and (v) Such additional documents, certificates and information F. such other documents as the Agent or the Banks Bank may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness of Bank's agreement to extend the amendments set forth herein Loans to the Borrower is subject to the fulfillment, to the satisfaction Bank's satisfaction, of the Agent and its counsel, all of the following conditions precedent conditions: A. Bank shall have received, on or before the Effective Date:date hereof (i) a copy of the resolutions of the Board of Directors of the Borrower, certified on such date by an officer of the Borrower, authorizing the execution and delivery of this Agreement, the borrowings hereunder and the execution and delivery of the Revolver Note, the Acquisition Note, the other Loan Documents and the Collateral, and (ii) such additional documents and requirements as the Bank or counsel for the Bank may reasonably request. (a) B. The Agent Borrower shall have receivedexecuted and delivered all documentation for the Loans, with copies or counterparts for each Bank as appropriaterequested by the Bank, the following, all of which shall be in form and substance content reasonably acceptable to the Bank and its counsel. C. The Borrower shall have provided to the Bank, in form satisfactory to the Agent and shall be duly completed and executed by the BorrowerBank, the Agent and the Banks, as applicable: (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation all financial and other information requested by Bank as to its business and affairs. D. The Borrower shall have provided to the Agent Bank, in form and content satisfactory to the Banks Bank and its counsel, satisfactory evidence that the Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, that it has been duly authorized to do business as a foreign corporation -8- in the State of North Carolina, and has the corporate and legal authority to own its property and carry on its business as now being conducted. E. All terms and conditions of the Bank's commitment letter to the Borrower for the Loans have been satisfied and fulfilled, to the reasonable satisfaction of the Bank. F. No event has occurred or failed to occur that would have a Material Adverse Effect on the financial condition of the Borrower as set forth in its most recent annual financial statements and internally-prepared quarterly financial statements submitted to Bank. G. The Borrower shall have certified that the execution of the Loan Documents shall not cause any default under any other contract or agreement to which the Borrower is subject. H. The Bank shall have entered into a Loan Agreement with the Lessor for the Lease Line simultaneously herewith. I. The Borrower shall have paid or provided for the payment of all costs and expenses incurred in connection with applicable “know your customer” and anti-money laundering rules and regulationsthe making of the Loans, including the USA Patriot Act; and (v) Such additional documentsincluding, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreementwithout limitation, the representations Bank's attorneys' fees and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bankexpenses. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness of the amendments set forth herein amendment and restatement of the Prior Agreement hereby and the initial Purchase under the Agreement is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the Effective Datedate hereof, each in form and substance (including the date thereof) satisfactory to the Administrator and each Purchaser Agent: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, A counterpart of the following, all of which shall be in form Agreement and substance satisfactory to the Agent and shall be other Transaction Documents duly completed and executed by the Borrowerparties thereto, and all amendments thereto including those entered into in connection with the Agent and closing of the Banks, as applicable:Agreement or the Assignment Agreement. (b) Certified copies of: (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board Board of directors Directors of each of the Borrower in effect on Seller, the date hereof Originators and Airgas authorizing the execution, delivery and performance by the Seller, such Originator and Airgas, as the case may be, of this the Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and transactions contemplated hereby; governmental approvals, if any, with respect to the Agreement and the other Transaction Documents and (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, incorporation (or similar document) and by-laws of the Borrower Seller, each Originator and Airgas, in each case as in effectamended through the date hereof. (c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and Airgas certifying the names and true signatures of its officers who are authorized to sign the Agreement and the other Transaction Documents. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an Originator or Airgas, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or Airgas, as the case may be. (d) Acknowledgment copies, or a certificate stating that there have been no changes to any such documents since the most recent datetime stamped receipt copies, true and correct copies thereof were delivered of proper financing statements, duly filed prior to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks date hereof in connection with the Prior Agreement, and all amendments thereto and assignments thereof (including amendments thereto and assignments thereof filed in connection with the closing of the Agreement, or evidence that such financing statement amendments and assignments are in proper form for filing), under the UCC of all jurisdictions that the Administrator may deem necessary or desirable in order to perfect the interests of the Seller and the Administrator (on behalf of each Purchaser) contemplated by the Agreement and the Sale Agreement. (e) Subject to paragraphs 1(r) and 2(k) of Exhibit IV, acknowledgment copies, or time-stamped receipt copies, of proper financing statement amendments, if any, necessary to release all security interests, Adverse Claims and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators, Airgas or the Seller. (f) Completed UCC search reports, listing the financing statements filed in all applicable “know your customer” jurisdictions referred to in subsection (e) above that name any Originator or the Seller as debtor, together with copies of such other financing statements, and anti-money laundering rules similar search reports with respect to judgment liens, federal tax liens and regulationsliens of the Pension Benefit Guaranty Corporation in such jurisdictions, as the Administrator or any Purchaser Agent may request. (g) Copies of duly executed Blocked Account Agreements and all amendments thereto, including those entered into in connection with the USA Patriot Act; andclosing of the Agreement or the Assignment Agreement. (vh) Such additional documentsFavorable opinions, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of counsel for the Seller, the Originators, Airgas and the Servicer, covering certain general corporate and enforceability, securities laws, UCC and bankruptcy matters. (i) Satisfactory results of a review and audit (performed by representatives of each Purchaser Agent) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s). (j) [Reserved]. (k) A pro forma Information Package representing the performance of the Receivables Pool for the calendar month before closing. (l) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of the Agreement and in each Purchaser Group Fee Letter. (m) Each Purchaser Group Fee Letter (received only by the related Purchaser Group Agent) duly executed by the Seller and the Servicer. (n) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization. (o) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating the Notes confirming the rating of such Notes after giving effect to the transaction contemplated by the Agreement. (p) Each Liquidity Agreement (received only by the related Purchaser Group Agent) and all other Transaction Documents duly executed by the parties thereto. (q) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (br) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as Duly executed copies of each of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual Assignment Agreement and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank2010 Transfer Supplement. (cs) No Default or Event of Default shall have occurred and be continuing as An Officer’s Certificate from each of the date Seller and the Servicer confirming that no “Termination Event” or “Unmatured Termination Event” exists under (and as defined in) the Prior Agreement immediately prior to the restatement thereof pursuant to the terms hereof. (t) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent. The This Amendment shall become effective on the Effective Date, provided, however, that the effectiveness of the amendments set forth herein this Amendment is subject to the fulfillment, to the satisfaction of the Agent and its counsel, each of the following conditions precedent on or before the Effective Dateprecedent: (a) 3.1 The Administrative Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, all : a. Counterparts of which shall be in form and substance satisfactory to the Agent and shall be this Amendment duly completed and executed by the Borrower, the Administrative Agent and the Banks. b. For each Bank, as applicable: the favorable written opinion of (i) This Agreement; Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, and (ii) CopiesGeneral Counsel to the Borrower; provided, certified by either such opinion shall include a legal opinion to the Secretary or an Assistant Secretary effect that the Borrower has obtained all necessary approvals under PUHCA in connection with its obligations under the Credit Documents, as amended hereby, and such other related matters as the Administrative Agent may reasonably request; c. A certificate of the secretary of Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; certifying (iiia) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes in the certificate of incorporation or bylaws of Borrower since May 29, 2014 (or if changes have occurred, attaching the current certificate of incorporation and bylaws), (b) resolutions of its Board of Directors authorizing the execution, delivery of the Amendment and performance of the Amendment and the Credit Agreement, as amended hereby, and (c) to any such documents since the most recent date, true extent modified from the incumbency and correct copies thereof were specimen signatures delivered to the AgentAdministrative Agent as of May 29, 2014, the incumbency and specimen signature of each of its officers authorized to sign this Amendment; (iv) If d. A certificate stating that the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower conditions precedent set forth in Article II hereof and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Actthis Article III have been satisfied; and (v) e. Such additional documents, certificates other documents and information as the Administrative Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect 3.2 All legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Banks. 3.3 The Borrower shall have paid to the Administrative Agent for the benefit of each Bank the applicable fees for providing their respective Commitments under the Credit Agreement, the representations and warranties set forth as amended hereby. 3.4 There has been no material adverse change in the Credit Agreement shall be true and correct in all material respects on and as business, assets, operations, performance or condition, financial or otherwise, of the date hereof; providedBorrower and its subsidiaries taken as a whole, however, that for purposes since the last day of the representations in Section 3.1 thereof, the annual and quarterly most recently audited financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as year of the date hereofBorrower.

Conditions Precedent. Buyer ---------------------------- The effectiveness obligations of Buyer to effect the amendments set forth herein is transactions contemplated hereby shall be subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on at or before prior to the Effective Date:Time unless waived by Buyer pursuant to Section 7.4 hereof. (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicable: (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties of Seller set forth in the Credit Agreement Article III hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, or on the date hereof; provided, however, that for purposes when made in the case of the representations a representation and warranty which specifically relates to an earlier date. (b) Seller shall have performed in Section 3.1 thereof, the annual all material respects all obligations and quarterly financial information referred to in such Section shall be deemed complied with all covenants required to be performed and complied with by it pursuant to this Agreement on or prior to the most recent such information furnished to each BankClosing Date. (c) No Default or Event of Default Seller shall have occurred delivered to Buyer a certificate, dated the date of the Closing and signed by its President and Chief Executive Officer and by its Chief Financial Officer, to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied. (d) Seller shall have furnished Buyer with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.3 as such conditions relate to Seller as Buyer may reasonably request. (e) No more than 15% the outstanding shares of Seller Common Stock shall be continuing Dissenting Shares. (f) Buyer shall have received an opinion of counsel to Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, substantially to the effect set forth in Exhibit 6.3(f) hereto. (g) Seller shall have provided Buyer with an accounting of all merger related expenses incurred by it through the Closing Date, including a good faith estimate of such expenses incurred but as to which invoices have not been submitted as of the date hereofClosing Date. The merger related expenses of Seller other than printing expenses (which are within the control of Buyer), shall be reasonable, taking into account normal and customary billing rates, fees and expenses for similar transactions.

Conditions Precedent. The effectiveness of Borrower, the amendments set forth herein is subject to Guarantors and the fulfillment, to the satisfaction of the Agent and its counsel, Lenders acknowledge that this Second Amendment shall not be effective until each of the following conditions precedent on or before has been satisfied (such date is referred to herein as the “Effective Date:”): (a) The Borrower, the Guarantors, the Required Lenders, and the Administrative Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form executed and substance satisfactory delivered this Second Amendment to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicable:Administrative Agent; (ib) This The Borrower shall have delivered to the Administrative Agent a closing certificate dated the Effective Date certifying to the accuracy of representations and warranties, compliance with covenants and conditions and absence of any Potential Default or Event of Default under the Credit Agreement; (iic) Copies, certified The Borrower shall have delivered to the Administrative Agent for the benefit of each Lender a certificate dated the Effective Date and signed by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions each of the board of directors of the Borrower Loan Parties, certifying as appropriate as to: (i) all action taken by each Loan Party in effect on the date hereof authorizing the execution, delivery and performance of connection with this Agreement Second Amendment and the other documents Loan Documents; (ii) the names of the officer or officers authorized to sign this Second Amendment and transactions contemplated hereby;the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Second Amendment and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; and (iii) Copiescopies of its organizational documents, certified by including its corporate secretary as of a recent date, of the articles certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and by-laws limited liability company agreement as in effect on the date of this Second Amendment, certified by the corporate secretary of other appropriate officer, or alternatively, a certification by such corporate secretary or other appropriate officer that such documents remain unchanged and in full force and effect since the time of the certification provided to the Administrative Agent and the Lenders on December 1, 2009. (d) Since December 31, 2008, no Material Adverse Change shall have occurred with respect to the Borrower or any of the Guarantors; (e) No default or event of default shall have occurred or will occur under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as in effect, a borrower or guarantor as a certificate stating that there result of and after giving effect to the transactions contemplated by this Second Amendment; (f) The Borrower and the Guarantors shall have been no changes obtained all approvals and consents necessary to any such documents since consummate the most recent date, true and correct copies thereof were transactions contemplated by this Second Amendment; (g) The Borrower shall have delivered to the Administrative Agent an opinion of Borrower’s counsel dated the Effective Date as to the due authorization, execution and delivery, and enforceability of this Second Amendment and such other matters as requested by the Administrative Agent, which opinion shall be in form and substance reasonably satisfactory to the Administrative Agent; (ivh) If The Borrower shall have paid to the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Administrative Agent and the Banks all fees required to be paid in connection with applicable “know your customer” this Amendment, and anti-money laundering rules the Borrower shall have reimbursed the Administrative Agent all fees and regulationsexpenses, including without limitation, attorneys’ fees, for which the USA Patriot ActAdministrative Agent is entitled to be reimbursed; and (vi) Such additional documents, certificates All legal details and information as proceedings in connection with the Agent or the Banks may require pursuant transactions contemplated by this Second Amendment and all other Loan Documents to be delivered to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement Lenders shall be true in form and correct in all material respects on and as of substance reasonably satisfactory to the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each BankAdministrative Agent. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness 4.1 Conditions Precedent to Initial Loans and Letter of the amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, Credit Accommodations. Each of the following conditions is a condition precedent on or before to Lender making the Effective Dateinitial Loans and providing the initial Letter of Credit Accommodations hereunder: (a) The Agent Lender shall have received, in form and substance satisfactory to Lender, all releases, terminations and such other documents as Lender may request to evidence and effectuate the termination by the existing lenders to Borrower of their respective financing arrangements with Borrower and the termination and release by it or them, as the case may be, of any interest in and to any assets and properties of Borrower and each Obligor, duly authorized, executed and delivered by it or each of them, including, but not limited to, UCC termination statements for all UCC financing statements previously filed by it or any of them or their predecessors, as secured party and Borrower or any Obligor, as debtor and authorization for Lender to file them from the existing lenders; (b) all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which Lender may have requested in connection therewith, such documents where requested by Lender or counterparts its counsel to be certified by appropriate corporate officers or Governmental Authority (and including a copy of the certificate of incorporation of Borrower certified by the Secretary of State (or equivalent Governmental Authority) which shall set forth the same complete corporate name of Borrower as is set forth herein and such document as shall set forth the organizational identification number of Borrower, if one is issued in its jurisdiction of incorporation); (c) no material adverse change shall have occurred in the assets, business or prospects of Borrower since the date of Lender's latest field examination (not including for each Bank this purpose the field review referred to in clause (d) below) and no change or event shall have occurred which would impair the ability of Borrower or any Obligor to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party in any material respect or of Lender to enforce the Obligations or realize upon the Collateral; (d) Lender shall have completed a field review of the Records and such other information with respect to the Collateral as Lender may require to determine the amount of Loans available to Borrower (including, without limitation, current perpetual inventory records and/or roll-forwards of Accounts and Inventory through the date of closing and test counts of the Inventory in a manner satisfactory to Lender, together with such supporting documentation as may be necessary or appropriate, and other documents and information that will enable Lender to accurately identify and verify the followingCollateral), the results of which in each case shall be satisfactory to Lender, not more than three (3) Business Days prior to the date hereof; (e) Lender shall have received, in form and substance satisfactory to Lender, all consents, waivers, acknowledgments and other agreements from third persons which Lender may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements, including, without limitation, Collateral Access Agreements by owners and lessors of leased premises of Borrower and by warehouses at which Collateral is located; (f) the Excess Availability as determined by Lender, as of the date hereof, shall be not less than $5,000,000 after giving effect to the initial Loans made or to be made and Letter of Credit Accommodations issued or to be issued in connection with the initial transactions hereunder; (g) Lender shall have received, in form and substance satisfactory to Lender, Deposit Account Control Agreements by and among Lender, Borrower and each bank where Borrower has a deposit account (other than deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefits payments to or for the benefit of Borrower's employees), in each case, duly authorized, executed and delivered by such bank and Borrower (or Lender shall be the bank's customer with respect to such deposit account, as Lender may specify); (h) Lender shall have received, in form and substance satisfactory to Lender, Investment Property Control Agreements by and among Lender, Borrower and each bank or other financial institution where Borrower has a money market or other investment account (other than investment accounts exclusively used for payroll, payroll taxes and other employee wage and benefits payments to or for the benefit of Borrower's employees), in each case, duly authorized, executed and delivered by such bank or other financial institution and Borrower; (i) Lender shall have received evidence, in form and substance satisfactory to Lender, that Lender has a valid perfected first priority security interest in all of the Collateral, subject only to liens permitted under Section 9.8 hereof; (j) Lender shall have received and reviewed lien and judgement search results for the jurisdiction of incorporation or organization of Borrower, the jurisdiction of the chief executive office of Borrower and all jurisdictions in which assets of Borrower are located, which search results shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicable: (i) This AgreementLender; (iik) CopiesLender shall have received evidence, certified by in form and substance satisfactory to Lender, that the Secretary or an Assistant Secretary inventory records of Borrower shall set forth in a manner satisfactory to Lender the Borrower as amount, value and location of a recent dateinventory consisting of demonstrator models, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the executiontradeshow machines, delivery new and performance of this Agreement used machines and the other documents and transactions contemplated herebydamaged inventory; (iiil) CopiesLender shall have received evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formationin form and substance satisfactory to Lender, and by-laws certificates of the Borrower insurance policies and/or endorsements naming Lender as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agentloss payee; (ivm) If Lender shall have received, in form and substance satisfactory to Lender, such opinion letters of counsel to Borrower with respect to the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower Financing Agreements and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Actmatters as Lender may request; and (vn) Such additional documents, certificates the other Financing Agreements and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations all instruments and warranties set forth in the Credit Agreement shall be true documents hereunder and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default thereunder shall have occurred been duly executed and be continuing as of the date hereofdelivered to Lender, in form and substance satisfactory to Lender.

Conditions Precedent. The As a condition precedent to the effectiveness of this Loan Modification Agreement and the amendments set forth herein is subject Bank’s obligation to make further EXIM Advances under the fulfillmentRevolving Line, to the satisfaction of the Agent and its counsel, of Bank shall have received the following conditions precedent on documents prior to or before the Effective Date: (a) The Agent shall have receivedconcurrently with this Loan Modification Agreement, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicableBank: A. this Loan Modification Agreement duly executed on behalf of each Borrower (including, without limitation, New Borrower) and signed by way of acknowledgement by Guarantor; B. Bank shall have received copies, certified by a duly authorized officer of each Borrower (including, without limitation, New Borrower), to be true and complete as of the date hereof, of each of (i) This Agreement; the governing documents of each Borrower (including, without limitation, New Borrower) as in effect on the date hereof, (ii) Copiesthe resolutions of each Borrower (including, without limitation, New Borrower) authorizing the execution and delivery of this Loan Modification Agreement, the other documents executed in connection herewith and each Borrower’s performance of all of the transactions contemplated hereby, and (iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized on behalf of each Borrower (including, without limitation, New Borrower); C. a good standing certificate of each Borrower (including, without limitation, New Borrower), certified by the Secretary or an Assistant of State of the state of incorporation of each respective Borrower (including, without limitation, New Borrower), together with a certificate of foreign qualification from the Secretary of State (or comparable governmental entity) of each state in which each Borrower (including, without limitation, New Borrower) is qualified to transact business as a foreign entity, if any, in each case dated as of a date no earlier than thirty (30) days prior to the Borrower date hereof; D. certified copies, dated as of a recent date, of resolutions financing statement and other lien searches of each Borrower (including, without limitation, New Borrower), as Bank may request and which shall be obtained by Bank, accompanied by written evidence (including any UCC termination statements) that the board of directors of the Borrower Liens revealed in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered searched either (i) will be terminated prior to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks or in connection with applicable “know your customer” and anti-money laundering rules and regulationsthe Loan Modification Agreement, including or (ii) in the USA Patriot Act; andsole discretion of Bank, will constitute Permitted Liens; (v) Such additional documents, certificates and information E. such other documents as the Agent or the Banks Bank may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness 6.1 Disbursement of the amendments set forth herein is net proceeds of the Bonds to the Issuer will be subject to the fulfillmentBond Trustee having received the documents listed below, in form and substance satisfactory to it, at least two Business Days prior to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Issue Date: (a) The Agent shall this Bond Agreement, duly executed by all parties thereto; (b) certified copies of all necessary corporate resolutions of the Issuer to issue the Bonds and execute the Finance Documents; (c) a power of attorney from the Issuer to relevant individuals for their execution of the relevant Finance Documents, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute the Finance Documents on behalf of the Issuer; (d) certified copies of (i) the Certificate of Incorporation or other similar official document for the Issuer, evidencing that it is validly registered and existing and (ii) the Articles of Association of the Issuer; (e) the Issuer’s latest Financial Statements and Interim Accounts (if any); (f) confirmation from the Manager that the applicable prospectus requirements (ref the EU prospectus directive (2003/71 EC) have received, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory been fulfilled; (g) to the Agent and shall be duly completed and executed by extent necessary, any public authorisations required for the Borrower, Bond Issue; (h) confirmation that the Agent and Bonds have been registered in the Banks, as applicable:Securities Depository; (i) This Agreementthe Bond Trustee fee agreement set out in Clause 14.2, duly executed; (iij) Copies, certified copies of any written documentation used in the marketing of the Bonds or made public by the Secretary Issuer or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks Managers in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot ActBond Issue; and (vk) Such additional documentsany statements or legal opinions reasonably required by the Bond Trustee (including any capacity corporate opinions for each Obligor and opinions related to the validity, certificates perfection and information enforceability of the Finance Documents). The documents listed in items (b), (c), (d), (e), and (i) above shall also be delivered by each other Obligor. 6.2 The Bond Trustee may, in its reasonable opinion, waive the deadline or requirements for documentation as set out in Clause 6.1. 6.3 Disbursement of the net proceeds from the Bonds is subject to the Bond Trustee’s written notice to the Issuer, the Managers and the Issuer Agent or (if applicable) that the Banks may require documents have been controlled and that the required conditions precedent are fulfilled. 6.4 On the Issue Date, subject to receipt of confirmation from the Bond Trustee pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this AgreementClause 6.3, the representations and warranties set forth in Managers shall make the Credit Agreement shall be true and correct in all material respects on and as of net proceeds from the date hereof; provided, however, that for purposes of Bond Issue available to the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each BankIssuer. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness obligation of ICICI Bank to issue the amendments set forth herein is LCs under the Facility Agreement shall be subject to the fulfillmentCompany performing all its obligations and undertakings under the Facility Agreement and Documentary Credit Application(s) besides compliance by the Company with the procedure stipulated by ICICI Bank, and compliance with the conditions, set out below to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective DateICICI Bank: Section 4.1— CONDITIONS PRECEDENT TO ISSUANCE OF LC (a) CORPORATE DOCUMENTS The Agent Company shall have received, with copies or counterparts for each Bank as appropriate, submit the following, all of which shall be in form following information and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicabledocuments: (i) This Agreement;An up-to-date certified true copy of the Memorandum and Articles of Association, and certificate of incorporation and commencement of business, of the Company. (ii) Copies, A certified by the Secretary or an Assistant Secretary of the Borrower as true copy of a recent date, of resolutions resolution of the board of directors of the Borrower in effect on Company: (a) approving the date hereof authorizing terms and execution of, and the executiontransactions contemplated by, delivery and performance of this the Facility Agreement and the other documents and transactions contemplated herebyTransaction Documents; (iiib) Copiesauthorising, certified by its corporate secretary as of a recent date, the affixation of the articles of incorporation, certificate of formation, and by-laws of common seal on the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent Facility Agreement and the Banks in connection with applicable “know your customer” Transaction Documents, and/or a director or directors or other authorised executives to execute the Facility Agreement and anti-money laundering rules and regulations, including the USA Patriot ActTransaction Documents; and (vc) Such additional documentsauthorising a person or persons, certificates on its behalf, to sign and/or despatch all documents and information as notices to be signed and/or despatched by it under or in connection with the Agent or Facility Agreement and the Banks may require pursuant to the terms hereof or otherwise reasonably requestTransaction Documents. (biii) After giving effect to this Agreement, A specimen signature of each such person authorised by the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information resolutions referred to in such Section shall be deemed Sub-clauses (a)(ii)(b) and (a)(ii)(c) above. iv) A certificate of the legal advisers of the Company certifying that the Company and its Directors have the necessary powers under the constitutional documents of the Company to be avail the Facility and enter into the Facility Agreement. v) Documentary evidence that the Company has complied with all of its obligations to file all of its corporate and other documents with the relevant Registrar of Companies. vi) A copy of the Company’s most recent such information furnished to each Bankaudited accounts and auditor’s report and un-audited accounts. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness of Borrower, the amendments set forth herein is subject to Guarantors and the fulfillment, to Lenders acknowledge that this Third Amendment shall not be effective until the satisfaction of the Agent and its counsel, date each of the following conditions precedent on or before has been satisfied (such date is referred to herein as the “Effective Date:”): (a) The Borrower, the Guarantors, the Lenders, and the Administrative Agent shall have receivedexecuted, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory delivered to the Agent and shall be duly completed and executed by the BorrowerAdministrative Agent, the Agent and the Banks, as applicable:this Third Amendment; (ib) This The Borrower shall have delivered to the Administrative Agent a closing certificate dated the Effective Date certifying to the accuracy of representations and warranties, compliance with covenants and conditions and absence of any Potential Default or Event of Default under the Credit Agreement; (iic) Copies, certified The Borrower shall have delivered to the Administrative Agent for the benefit of each Lender a certificate dated the Effective Date and signed by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions each of the board of directors of the Borrower Loan Parties, certifying as appropriate as to: (i) all action taken by each Loan Party in effect on the date hereof authorizing the execution, delivery and performance of connection with this Agreement Third Amendment and the other documents Loan Documents; (ii) the names of the officer or officers authorized to sign this Third Amendment and transactions contemplated hereby;the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Third Amendment and the true signatures of such Authorized Officers, on which the Administrative Agent and each Lender may conclusively rely; and (iii) Copiescopies of its organizational documents, certified by including its corporate secretary as of a recent date, of the articles certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and by-laws limited liability company agreement as in effect on the date of this Third Amendment, certified by the corporate secretary of other appropriate officer, or alternatively, a certification by such corporate secretary or other appropriate officer that such documents remain unchanged and in full force and effect since the time of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered certification provided to the Administrative Agent and the Lenders on December 1, 2009; (d) Since December 31, 2010, no Material Adverse Change shall have occurred with respect to the Borrower or any of the Guarantors; (e) No default or event of default shall have occurred or will occur under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor as a result of and after giving effect to the transactions contemplated by this Third Amendment; (f) The Borrower shall have delivered projected consolidated financial statements (including balance sheets, statements of operations and cash flows) through December 31, 2011 that are reasonably acceptable to the Lenders and the Administrative Agent; (ivg) If The Borrower shall have executed, and delivered to the Administrative Agent, a Guaranty in the form of Exhibit 1 attached to this Third Amendment for Obligations of any Subsidiaries of the Borrower qualifies under any Lender-Provided ▇▇▇▇▇▇ and Lender-Provided Treasury/Credit Arrangements; (h) The Borrower and the Guarantors shall have obtained all approvals and consents necessary to consummate the transactions contemplated by this Third Amendment; (i) The Borrower shall have delivered to the Administrative Agent an opinion of Borrower’s counsel dated the Effective Date as a legal entity customer under to the Beneficial Ownership Regulationsdue authorization, an executed Certificate execution and delivery, and enforceability of Beneficial Ownership for the Borrower this Third Amendment and such other documentation and other information matters as requested by the Administrative Agent, which opinion shall be in form and substance reasonably satisfactory to the Administrative Agent; (j) The Borrower shall have paid to the Administrative Agent and the Banks all fees required to be paid in connection with applicable “know your customer” this Third Amendment, and anti-money laundering rules the Borrower shall have reimbursed the Administrative Agent all fees and regulationsexpenses, including without limitation, attorneys’ fees, for which the USA Patriot ActAdministrative Agent is entitled to be reimbursed; and (vk) Such additional documents, certificates All legal details and information as proceedings in connection with the Agent or the Banks may require pursuant transactions contemplated by this Third Amendment and all other Loan Documents to be delivered to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement Lenders shall be true in form and correct in all material respects on and as of substance reasonably satisfactory to the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each BankAdministrative Agent. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness of the amendments set forth herein is subject As conditions precedent to the fulfillmentmaking of any Advance hereunder, Borrower shall deliver to Lender, or shall cause to be delivered to Lender the satisfaction of the Agent following documents duly executed and in form satisfactory to Lender and its counsel, of the following conditions precedent on or before the Effective Date: (a) The Agent shall have receivedthe Revolving Note and each of the other Loan Documents duly executed and delivered by the appropriate parties thereto; (b) appropriate company resolutions of Borrower; (c) the favorable written opinion of counsel to Borrower, with copies or counterparts for each Bank as appropriate, the following, all of which shall such opinion to be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicable: (i) This AgreementLender; (iid) Copiescertificates evidencing all insurance coverages required by this Agreement, certified (including, without limitation, credit insurance policies) together with loss payee endorsements for all such coverages naming Lender as lender loss payee; (e) a copy of Borrower's Certificate of Incorporation and By-laws and all amendments thereto; (f) a Good Standing Certificate issued by the Secretary or an Assistant Secretary of State of the Borrower as State of a recent date, New York and each other jurisdiction where the conduct of resolutions Borrower's business activities or the ownership of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated herebyits Properties necessitates qualification; (iiig) Copies, certified by its corporate secretary as evidence that Borrower's franchise taxes payable to the New York State Department of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there Taxation have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agentpaid; (ivh) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed initial Borrowing Base Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and dated as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank., (ci) No Default or Event of Default shall have occurred and be continuing all UCC financing statements required by Lender, each signed by the applicable party; (j) a certificate, dated as of the date hereof.hereof and executed by an authorized officer of Borrower, stating that, as of such date, no Event of Default or Default exists and to such further effect as Lender or its counsel may require; (k) all UCC, tax lien and judgment searches deemed necessary by Lender in form and substance satisfactory to Lender, which searches shall be obtained by Lender; (1) payment of all fees and expenses which are payable to Lender, its counsel, or to third-party providers of services related to the closing of this transaction;

Conditions Precedent. The effectiveness of the amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Date: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, received the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicable: (i) This AgreementAmendment; (ii) The New Notes; (iii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement Amendment and the other documents and transactions contemplated hereby; (iiiiv) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (ivv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Continuing Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (vi) A good standing certificate for the Borrower in the State of its formation dated as of a recent date; and (vvii) Such additional documents, certificates and information as the Agent or the Continuing Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this AgreementAmendment, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof. (d) All Revolving Credit Loans of the Departing Bank outstanding under the Existing Credit Agreement as of the Effective Date, including any accrued interest thereon, and all fees owed to the Departing Bank under the Existing Credit Agreement, shall have been paid in full. (e) The Agent shall have received such fees as shall have been agreed. (f) The Agent shall have received, to the extent invoiced, reimbursement of all fees and expenses of counsel to the Agent required to be paid or reimbursed by the Borrower hereunder. All of the foregoing fees shall be in all respects, fully earned, due and payable on the Effective Date and non-refundable and non- creditable thereafter.

Conditions Precedent. The As a condition precedent to the effectiveness of this Loan Modification Agreement and the amendments set forth herein is subject Bank’s obligation to make further Advances under the fulfillmentRevolving Line, to the satisfaction of the Agent and its counsel, of Bank shall have received the following conditions precedent on documents prior to or before the Effective Date: (a) The Agent shall have receivedconcurrently with this Agreement, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and Bank: A. Bank shall be have received copies, certified by a duly completed and executed by the authorized officer of each Borrower, to be true and complete as of the Agent and the Banksdate hereof, as applicable: of each of (i) This Agreement; the governing documents of each Borrower as in effect on the date hereof, (ii) Copiesthe resolutions of each Borrower authorizing the execution and delivery of this Loan Modification Agreement, the other documents executed in connection herewith and each Borrower’s performance of all of the transactions contemplated hereby, and (iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized on behalf of each Borrower; B. a good standing certificate of each Borrower, certified by the Secretary or an Assistant of State of the state of incorporation of each respective Borrower, together with a certificate of foreign qualification from the Secretary of State (or comparable governmental entity) of each state in which each Borrower is qualified to transact business as a foreign entity, if any, in each case dated as of a recent date prior to the Borrower date hereof; C. certified copies, dated as of a recent date, of resolutions financing statement and other lien searches of New each Borrower, as Bank may request and which shall be obtained by Bank, accompanied by written evidence (including any UCC termination statements) that the board of directors of the Borrower Liens revealed in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered searched either (i) will be terminated prior to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks or in connection with applicable “know your customer” and anti-money laundering rules and regulationsthe Loan Modification Effective Date, including or (ii) in the USA Patriot Act; andsole discretion of Bank, will constitute Permitted Liens; (v) Such additional documents, certificates and information D. such other documents as the Agent or the Banks Bank may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness 5.1 In addition to the terms of clause 3, the availability of the amendments set forth herein is Facility will be subject to the fulfillmentavailability of funds, the availability of room within the Bank’s regulatory ceiling and completion or performance, as applicable, of each of the following conditions precedent to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective DateBank: (a) The Agent shall have received, with copies or counterparts for receipt by the Bank of each Bank as appropriate, of the following, all of which shall be following documents in form and substance satisfactory acceptable to it not less than three (3) Business Days immediately preceding the Agent earlier date on which (i) the first Advance is intended to be made or (ii) the first Bank Guarantee is intended to be issued (each such document (other than an original) being duly certified by an authorised officer of the Borrower as true, complete and shall be up-to-date): (i) the original of this Agreement duly completed and executed by the Borrower, the Agent and the Banks, as applicable: (i) This Agreement; (ii) Copies, certified by copies of the Secretary or an Assistant Secretary constitutional documents of the Borrower as of a recent dateand/or other relevant corporate documents, of resolutions and the relevant internal rules of the Borrower; (iii) copy of each of the Borrower’s current valid business license and IC Card (Credit Information Card) issued by the People's Bank of China; (iv) copy of the supporting board of directors resolution/s of the Borrower in effect on the date hereof authorizing with respect to this Agreement, authorising the execution, delivery and performance of this Agreement and the other documents and transactions contemplated herebyany Request; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documentsthe names and specimen signatures of the persons authorised to sign, certificates and information as on behalf of the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to Borrower, this Agreement, each Request and any other documents in connection with this Agreement; (vi) the representations original of each approval, authorisation, permit, registration and/or filing and warranties set forth in any other document required by any applicable law for the Credit Agreement shall be true Borrower to enter into and correct in perform any and all material respects on and as terms of this Agreement, including the drawing of any Loans, issued by the applicable regulatory authority, entity or body, including without limitation, the relevant government authorities of the date hereof; providedPeople’s Republic of China; (vii) original guarantee issued by Kadant Inc., however, that for purposes parent company of the representations Borrower (the “Guarantor”), in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as favour of the date hereof.Bank, in respect of the obligations of the Borrower under this Agreement, in form and substance satisfactory to the Bank (the “Guarantee”);

Conditions Precedent. The effectiveness of This Agreement shall not be effective until the amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, date on which each of the following conditions precedent on or before are satisfied in a manner satisfactory to the Effective DateAgent: (a) The Agent shall have receivedreceived this Agreement, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed authorized and executed by each of the Borrower, the Agent and the Banks, as applicable: (i) This AgreementCredit Parties; (iib) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower All requisite corporate action and proceedings in effect on the date hereof authorizing the execution, delivery and performance of connection with this Agreement and the other documents Loan Documents shall be reasonably satisfactory in form and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered substance to the Agent; (iv) If , and the Borrower qualifies as a legal entity customer under Agent shall have received all information and copies of all documents, including records of requisite corporate or limited liability company action and proceedings which the Beneficial Ownership RegulationsAgent may have requested in connection therewith, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information documents where requested by the Agent or its counsel to be certified by appropriate corporate officers or Governmental Authority (and including a copy of the Banks certificate of incorporation or formation of each of the Credit Parties certified by the Secretary of State (or equivalent Governmental Authority) which shall set forth the same complete corporate name of each of the Credit Parties as is set forth herein and such document as shall set forth the organizational identification number of each of the Credit Parties, if one is issued in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; andits jurisdiction of incorporation or formation); (vc) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the The representations and warranties set forth of each Credit Party contained in Article 5 of the Credit Loan Agreement or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date hereof; provided, howeverexcept (i) to the extent that such representations and warranties specifically refer to an earlier date, that for purposes in which case they shall be true and correct as of such earlier date, and (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects; (d) The Agent shall have received a Borrowing Base Certificate setting forth the Borrowing Base as at the close of business of the representations week immediately preceding the Seventh Amendment Effective Date and completed in Section 3.1 thereofa manner reasonably satisfactory to the Agent and duly authorized, executed, and delivered by the Borrower; (e) After giving effect to this Agreement and the transactions contemplated hereby, including, without limitation, the annual and quarterly financial information referred to in such Section making of the Proposed Payment, Excess Availability shall be deemed not less than $15,000,000; (f) The Agent shall have received satisfactory evidence that the Agent (for the benefit of the Lender Group) shall have a valid and perfected first priority lien and security interest in the Collateral to be secure all Obligations under the most recent such information furnished Loan Documents as amended hereby, including, without limitation, results of UCC searches with respect to each Bank.Credit Party satisfactory to the Agent and Lenders; (cg) The Agent shall have received the Amendment Fee; (h) There shall not have occurred since February 1, 2014 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to constitute a Material Adverse Change; (i) No action, suit, investigation or proceeding shall be pending or, to the knowledge of the Credit Parties, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to result in a Material Adverse Change; (j) The Borrower shall have reimbursed the Agent for all expenses incurred by the Agent in connection with the preparation, negotiation and closing of the transactions contemplated hereby, including without limitation reasonable attorneys’ fees and expenses; and (k) Immediately prior to and after giving effect to the amendments and agreements set forth herein, there shall exist no Default or Event of Default shall have occurred and be continuing as of the date hereofDefault.

Conditions Precedent. The As a condition precedent to the effectiveness of this amendment, the amendments set forth herein is subject Class B Certificateholders shall have received (1) waivers by National Auto Finance Company Inc.'s subordinated noteholders and Financial Security Assurance Inc. relative to any events of default or similar events that may exist, (2) a copy of a definitive agreement between National Financial Auto Finance Company, Inc. and its subordinated noteholders with respect to the fulfillmentfinancial restructuring and recapitalization of National Financial Auto Finance Company, to Inc. Notwithstanding the satisfaction of the Agent and its counselconditions precedent, upon execution hereof, all of the following Trustee's nights under this Agreement (and by operation of law) shall vest in Trustee, whether or not the conditions precedent on were, in fact, satisfied, (3) a representation and warranty from an officer of the Administrator that no Amortization Event or before Liquidation Event has occurred or that with the Effective Date: passage of time would occur and that no other event of default has occurred hereunder, (4) Amendment One to the Backup Servicing Agreement shall have been fully executed and delivered and (5) payment or reimbursement for (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form its reasonable out-of-pocket costs and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicable: (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks expenses incurred in connection with applicable “know your customer” the development, preparation and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant attention to the terms hereof or otherwise reasonably request. (b) After giving effect execution of the amendment to this Agreement, the representations and warranties set forth in commitment letter with respect to the Credit Agreement shall be true and correct in all material respects on and as purchase of the date hereofSubordinated Asset-Backed Notes, the residual financing facility, and the documents and transactions contemplated hereby and thereby up to an aggregate limitation of $5,000 for all three facilities; provided, however, that for purposes its reasonable out of pocket costs and expenses incurred in connection with the documents embodying or relating to amendments, waivers or consents with respect to any of the representations foregoing shall not be subject to such limitation and (b) the reasonable fees and out-of-pocket costs and expenses of Thac▇▇▇ ▇▇▇▇▇▇▇▇ & ▇ood ▇▇▇ any other counsel, who are acting as external legal advisers to First Union National Bank in Section 3.1 thereof, connection with the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bankforegoing. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness Underwriter has entered into this Purchase Agreement in reliance upon the representations and agreements of the amendments set forth City contained herein is and the performance by the City of its obligations hereunder, both as of the date hereof and as of the Closing Date. The Underwriter’s obligations under this Purchase Agreement are and shall be subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Dateadditional conditions: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, representations of the following, all of which City and the Developer contained herein shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrowertrue, the Agent and the Banks, as applicable: (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true complete and correct in all material respects on the date of acceptance hereof and on and as of the date hereof; provided, however, that for purposes Closing Date. (b) At the time of the representations in Section 3.1 thereofClosing, the annual Official Statement, the Bond Resolution and quarterly financial information referred the other Legal Documents shall be in full force and effect and shall not have been amended, modified or supplemented except as may have been agreed to in such Section shall be deemed to be writing by the most recent such information furnished to each BankUnderwriter. (c) No Default The City shall perform or Event have performed all of Default its obligations required under or specified in the Bond Resolution, the Indenture, the other Legal Documents and the Official Statement to be performed at or prior to the Closing. (d) The City shall have occurred delivered to the Underwriter the final Official Statement by the time, and be continuing as in the numbers, required by Section 3 of this Purchase Agreement. (e) As of the date hereof and at the time of Closing, all necessary official action of the City relating to the Legal Documents to which the City is a party and the Official Statement shall have been taken and shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect. (f) After the date hereof, up to and including the time of the Closing, there shall not have occurred any change in or particularly affecting the City, the TIF Act, the ▇▇▇▇ Act, the Bond Resolution, the other Legal Documents or the Tax Increment as the foregoing matters are described in the Preliminary Official Statement and the Official Statement, which in the reasonable professional judgment of the Underwriter materially impairs the investment quality of the Bonds. (g) At or prior to the Closing, the Underwriter shall receive the following documents (in each case with only such changes as the Underwriter shall approve):

Conditions Precedent. The effectiveness of This Third Amendment shall not become effective until the amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, date on which each of the following conditions precedent on is satisfied (or before waived in accordance with Section 10.02 of the Existing Credit Agreement) (the “Third Amendment Effective Date:”): (a) The Administrative Agent shall have received, with copies or counterparts for each Bank as appropriate, received from the following, all of which shall be in form Majority Lenders and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, counterparts (in such number as applicable: (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information may be requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (vAdministrative Agent) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably requestof this Third Amendment signed on behalf of such Persons. (b) After giving effect The Administrative Agent and the Lenders shall have received all amendment and other fees and other amounts due and payable on the Third Amendment Effective Date, including, to the extent invoiced at least one Business Day prior to the Third Amendment Effective Date (unless the Borrower otherwise consents), reimbursement or payment of all out- of-pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 10.03 of the Amended Credit Agreement. (c) (i) The representations and warranties contained in each Loan Document shall be true and accurate in all material respects (unless qualified by materiality or Material Adverse Change, in which case such representation and warranty shall be true and accurate in all respects) on and as of the Third Amendment Effective Date as though made on and as of such date (except *For purposes of this Agreementfiling, additions are denoted as blue+single-underlined text. to the extent that such representations and warranties relate solely to an earlier date, and except that for purposes hereof, the representations and warranties set forth contained in Section 3.01(f) of the Amended Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be refer to the most recent such information statements furnished pursuant to each Bank. Sections 4.01(a) and (cb) No thereof) and (ii) no Default or Event of Default shall have occurred and be continuing as continuing, both immediately prior and after giving effect to the terms of this Third Amendment. (d) The Administrative Agent shall have received (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the date hereofGeneral Partner, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness under the Amended Credit Agreement with a Maturity Date as extended pursuant to Section 2(d) hereof has been duly authorized by all necessary corporate action and (ii) such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request. The Administrative Agent is hereby authorized and directed to declare this Third Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted hereby. The Administrative Agent shall notify the Borrower and the Lenders of the Third Amendment Effective Date and such notice shall be final, conclusive and binding upon all parties to the Amended Credit Agreement for all purposes.

Conditions Precedent. The effectiveness of the amendments set forth herein is subject to the fulfillment, to the satisfaction of the Administrative Agent and its counsel, of the following conditions precedent on or before the Third Amendment Effective Date: (a) The Administrative Agent shall have received, with copies or counterparts for each Bank as appropriate, received the following, all of which shall be in form and substance satisfactory to the Administrative Agent and shall be duly completed and executed by the Borrower, the Administrative Agent and the BanksLenders, as applicable: (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary officer of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated herebyhereby and the performance of the Amended Credit Agreement; (iii) Copies, certified by its corporate secretary an officer of the Borrower as of a recent date, of the articles of incorporation, certificate of formation, formation and by-laws limited liability company agreement of the Borrower as in effecteffect on the Third Amendment Effective Date, or a certificate stating that there have been no changes to any such documents since the most recent date, date true and correct copies thereof were delivered to the Administrative Agent; (iv) A good standing certificate for the Borrower in the State of its formation dated as of a recent date; (v) State-level Uniform Commercial Code lien searches with respect to the Borrower in its jurisdiction of organization and with results reasonably acceptable to the Administrative Agent; (vi) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and and, in any case, such other documentation and other information requested by the Administrative Agent and the Banks Lenders in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (vvii) Such additional documents, certificates and information as the Administrative Agent or the Banks Lenders may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect The Administrative Agent shall have received such fees as shall have been agreed. The Administrative Agent shall have received, to this Agreementthe extent invoiced, reimbursement of all fees and expenses of counsel to the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed Administrative Agent required to be paid or reimbursed by the most recent such information furnished to each BankBorrower hereunder. (c) No Default or Event of Default shall have occurred and be continuing as All of the date hereofforegoing fees shall be in all respects, fully earned, due and payable on the Third Amendment Effective Date and non-refundable and non-creditable thereafter.

Conditions Precedent. The effectiveness of Borrower hereby agrees that the amendments set forth herein is subject following documents shall be delivered to the fulfillmentBank prior to or concurrently with the execution of this Loan Modification Agreement, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Date: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the BorrowerBank (collectively, the Agent “Conditions Precedent”): A. Bank shall have received copies, certified by a duly authorized officer of each Borrower (including, without limitation, New Borrower), to be true and complete as of the Banksdate hereof, as applicable: of each of (i) This Agreement; the governing documents of each Borrower (including, without limitation, New Borrower) as in effect on the date hereof, (ii) Copiesthe resolutions of each Borrower (including, without limitation, New Borrower) authorizing the execution and delivery of this Loan Modification Agreement, the other documents executed in connection herewith and each Borrower’s performance of all of the transactions contemplated hereby, and (iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized on behalf of each Borrower (including, without limitation, New Borrower); B. executed copies of the Joinder and Sixth Loan Modification Agreement, the IP Security Agreement of New Borrower (together with such Intellectual Property search results as Bank shall require), the Guaranty, the Security Agreement and the Warrant; C. a good standing certificate of each Borrower (including, without limitation, New Borrower), certified by the Secretary or an Assistant of State of the state of incorporation of each respective Borrower (including, without limitation, New Borrower), together with a certificate of foreign qualification from the Secretary of State (or comparable governmental entity) of each state in which each Borrower (including, without limitation, New Borrower) is qualified to transact business as a foreign entity, if any, in each case dated as of a date no earlier than thirty (30) days prior to the Borrower date hereof; D. certified copies, dated as of a recent date, of resolutions financing statement and other lien searches of each Borrower (including, without limitation, New Borrower), as Bank may request and which shall be obtained by Bank, accompanied by written evidence (including any UCC termination statements) that the board of directors of the Borrower Liens revealed in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered searched either (i) will be terminated prior to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks or in connection with applicable the Loan Modification Agreement, or (ii) in the sole discretion of Bank, will constitute Permitted Liens; E. a filed copy, which shall be filed by Bank, acknowledged by the appropriate filing office in the State of Delaware, of a UCC Financing Statement, naming New Borrower as “know your customerDebtor” and anti-money laundering rules and regulationsBank as “Secured Party”; F. a completed Perfection Certificate executed by each New Borrower, including together with the USA Patriot Actduly executed original signatures thereto; G. updated evidence of insurance; and (v) Such additional documents, certificates and information H. such other documents as the Agent or the Banks Bank may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The It shall be a condition precedent to the effectiveness of this Amendment No. 2 and to the amendments amendment of terms of the Existing Credit Agreement as herein set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Datethat: (ai) The Agent shall have receivedreceived on behalf of the Banks, with copies on or counterparts for each Bank before the Amendment Effective Date (as appropriatehereinafter defined) the following items, each, unless otherwise indicated, dated on or before the following, all of which shall be Amendment Effective Date and in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicableits counsel: (iA) This AgreementA duly executed counterpart original of this Amendment No. 2; (B) A copy of the corporate action of the Borrower certified by the Secretary or Assistant Secretary of the Borrower to authorize the execution and delivery of, and performance under, this Amendment No. 2 and the other Amendment No. 2 Loan Documents to which it is a party; (C) A certificate of the secretary or assistant secretary of the Borrower certifying the names of the persons authorized to sign this Amendment No. 2 and the other Amendment No. 2 Loan Documents to which it is a party, and all other documents and certificates delivered hereunder together with the true signatures of such persons; (D) A certificate of the Chief Financial Officer of the Borrower certifying that the statements set forth in Section 3.05(ii) of this Amendment No. 2, as of the Amendment No. 2 Closing Date, are true and correct; (E) The Borrower shall have paid to the Agent for the benefit of each Bank that executes and delivers to the Agent a counterpart signature page of this Amendment No. 2 an amendment fee of five (5) basis points times the stated Commitment of such a Bank; and (F) No event has occurred to the Borrower which would reasonably be likely to have a Material Adverse Effect on the Borrower; and there shall be delivered to the Agent for the benefit of each Bank and the Agent a certificate dated the Closing Date and signed by the Chief Executive Officer, President, Chief Financial Officer or Vice President of the Borrower to such effect; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement The following statements shall be true and correct on the Amendment Effective Date and the Agent shall have received a certificate signed by an authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (A) the representations and warranties contained in all material respects Section 2.01 of this Amendment No. 2 and in the other Loan Documents, as amended hereby, with respect to the Borrower are true and correct on and as of the date hereof; providedAmendment Effective Date as though made on and as of such date; (B) no Event of Default, howeveror event which, that for purposes with the passage of time or the representations giving of notice or both, would become an Event of Default, has occurred and is continuing, or would result from the execution of this Amendment No. 2; (C) the Borrower has in Section 3.1 thereofall material respects performed all agreements, the annual covenants and quarterly financial information referred to in such Section shall be deemed conditions required to be the most recent such information furnished performed on or prior to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.hereof under the Agreement and the other Loan Documents;

Conditions Precedent. The effectiveness obligation of each Purchaser to purchase the amendments set forth herein Notes at the Closing pursuant to Section 2.1 hereof, is subject to the fulfillmentcondition that such Purchaser shall have received, on the Closing Date, the following, each dated the Closing Date unless otherwise indicated, in form and substance satisfactory to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Datesuch Purchaser: (a) The Agent Favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, Esq., in-house counsel to the Credit Parties, substantially in the form attached hereto as Exhibit C, it being understood that to the extent that such opinion of counsel to the Credit Parties shall have receivedrely upon any other opinion of counsel, each such other opinion shall be in form and substance reasonably satisfactory to the Purchasers and shall provide that Purchasers may rely thereon. (b) Resolutions of the Board of Directors of each Credit Party, certified by the Secretary or Assistant Secretary of such Credit Party, as of the Closing Date, to be duly adopted and in full force and effect on such date, authorizing (i) the consummation of each of the transactions contemplated by this Agreement and (ii) specific officers to execute and deliver this Agreement and each other Loan Document to which it is a party. (c) Governmental certificates, dated the most recent practicable date prior to the Closing Date, with telegram updates where available, showing that each Credit Party is organized and in good standing in the state of its organization, and is qualified as a foreign corporation and in good standing in all other jurisdictions in which it is qualified to transact business. (d) A copy of the certificate of incorporation and all amendments thereto of each Credit Party, certified as of a recent date by the Secretary of State of the state of its organization, and copies of each Credit Party's by-laws, certified by the Secretary or counterparts Assistant Secretary of such Credit Party as true and correct as of the Closing Date. (e) Each of the Notes duly executed by Greka AM. (f) Each of the Collateral Documents, duly executed by the parties thereto. (g) UCC-1 financing statements reflecting each Credit Party as the debtor in favor of Collateral Agent for each Bank as appropriatethe benefit of the Purchasers, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicable:Purchasers. (ih) This Agreement; (ii) Copies, certified by Certificates of the Secretary or an Assistant Secretary of each Credit Party, dated the Borrower Closing Date, as of a recent date, of resolutions to the incumbency and signatures of the board officers of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to Credit Party executing this Agreement, the Notes, each other Loan Document to which it is a party and any other certificate or other document to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. (i) Certificate of the President of each Credit Party, dated the Closing Date, stating that all of the representations and warranties set forth of such Credit Party contained herein or in the Credit Agreement shall be other Loan Documents are true and correct in all material respects on and as of the Closing Date as if made on such date hereof; provided, however, and that for purposes no breach of the representations any covenant contained in Section 3.1 thereof, V has occurred or would result from the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each BankClosing hereunder. (cj) No Default Such additional documentation as the Collateral Agent or Event of Default shall have occurred and be continuing as of the date hereofRequired Holders may reasonably require.

Conditions Precedent. The effectiveness sale and assignment of the amendments set forth herein is subject Initial Originator Portfolios by the Originators to the fulfillmentPurchaser shall occur (subject, in the case of the English Receivables to compliance with the provisions of Clause 4.7(c) of this Agreement) on the second Business Day, which is also a Local Business Day, following the date on which the conditions set out below are fulfilled to the satisfaction of of, or waived by, the Agent and its counselPurchaser (the “Conditions Precedent Delivery Date”), of or any other date as agreed between the following conditions precedent on or before Parties (the Effective “First Purchase Date:”): (a) The Agent shall have receiveddelivery to the Transaction Administrator of copies of all necessary corporate authorisations (being e.g. a resolution of shareholder(s), with copies or counterparts of the board of directors, the general meeting and/or supervisory board), certified to be complete and up-to-date as at the Conditions Precedent Delivery Date, for each Bank as appropriateof the Originators, The U.S. Companies, the followingMaster Servicer and the Performance Guarantor evidencing such party’s approval for the entry into the relevant Transaction Documents, and all of which shall be transactions contemplated thereunder and, where applicable, authorising a specified person or persons to execute such Transaction Documents on their behalf, and in each case, in form and substance satisfactory to the Agent Purchaser (acing reasonably) and shall in compliance with any applicable local law requirements and practices, including if required under applicable law, advice from work’s council; (b) delivery to the Transaction Administrator of a copy of the constitutional documents of each Originator, the U.S. Companies, the Master Servicer and the Performance Guarantor, certified to be duly completed complete up-to-date and in full force and effect at the Conditions Precedent Delivery Date, in form and substance satisfactory to the Purchaser (acing reasonably); (c) delivery to the Transaction Administrator of a certificate dated on the Conditions Precedent Delivery Date and executed by the Borrower, the Agent and the Bankstwo directors (or as otherwise required or permitted, as applicable, under the applicable law and constitutional documents) of each Originator, the Master Servicer and the Performance Guarantor certifying the names and specimen signatures of the officers authorised on behalf of such party to execute the Transaction Documents and any other document to be delivered by such Party under the Program, on which certificate the Purchaser and the Transaction Administrator may conclusively rely, in form and substance satisfactory to the Purchaser (acting reasonably); (d) delivery to the Transaction Administrator of a copy of the most recent audited consolidated financial statements of the Parent accompanied by a statement signed by two directors of such party (or as otherwise required under the applicable law and constitutional documents) certifying that such financial statements present fairly, in all material respects, the consolidated financial condition as at such dates, and the consolidated statements of comprehensive income and consolidated cash flows for the respective periods then ended of the Parent, in form and substance satisfactory to the Purchaser (acting reasonably); (e) delivery to the Transaction Administrator of a solvency certificate executed by each Originator, the Master Servicer and the Performance Guarantor substantially in the form as set out in Schedule 8 (Form of Solvency Certificate) or such other form as expressly agreed between the Purchaser and the Master Servicer, certified to be complete and up-to-date at the Conditions Precedent Delivery Date, in form and substance satisfactory to the Purchaser; (f) delivery to the Transaction Administrator of: (i) This Agreementlegal opinions addressed to the Purchaser and the Transaction Administrator from ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ as legal advisors to the Purchaser, as to Dutch law, the laws of England and Wales, French law, German law, Italian law, and Canadian law (x) that this Agreement will effect a transfer of legal title to the Purchased Receivables from time to time and (y) customary Tax points in relation to the Program, in each case in a form and substance satisfactory to the Purchaser (acting reasonably); (ii) Copieslegal opinions addressed to the Purchaser and the Transaction Administrator from ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as legal advisors to the Purchaser and the Transaction Administrator, as to New York law regarding (i) enforceability and security interest (including perfection), (ii) non-violation of New York and US federal law, and (iii) no governmental approvals or filings, in each case in a form and substance satisfactory to the Purchaser (acting reasonably); (iii) legal opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Finger P.A., in form and substance satisfactory to the Purchaser (acting reasonably); (iv) legal opinions addressed to the Purchaser and the Transaction Administrator from ▇▇▇▇▇ Lord LLP as legal advisors to the U.S. Originators and U.S. Companies, as to New York law regarding (A) true sale and substantive consolidation issues as between the U.S. Originators and the U.S. Companies, (B) true sale issues as between the U.S. Originators and the Purchaser, in each case in a form and substance satisfactory to the Purchaser (acting reasonably); (v) a legal opinion addressed to the Purchaser and the Transaction Administrator from ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Brussels, as legal advisor to the Purchaser, as to Belgian law, in respect of the validity of the provisions of the Transaction Documents governed by Belgian law, in form and substance satisfactory to the Purchaser (acting reasonably); (vi) a legal opinion from ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Partnerschaft von Rechtsanwälten, Wirtschaftsprüfern und Steuerberatern mbB as legal advisors as to German law, in respect of the validity of the Credit Insurance Contracts; and (vii) customary legal opinions addressed to the Purchaser and the Transaction Administrator from Debevoise & ▇▇▇▇▇▇▇▇ LLP and other local counsel, as legal advisors to the Originators, the U.S. Companies, Master Servicer and Performance Guarantor, as to (A) the capacity of the Originators, Master Servicer and Performance Guarantor to enter into each of the Transaction Documents to which they are a party, (B) the Investment Company status and (C) no conflicts with any material financing documents, in each case in form and substance satisfactory to the Purchaser (acting reasonably). (g) delivery to the Transaction Administrator of duly executed copies by all parties thereto of all Transaction Documents (save for the Security Interest Agreements and the Backup Servicing Agreement); (h) delivery to the Transaction Administrator by each of the Originators or the Master Servicer of the Template Reports on the performance of the Originator Portfolios to be sold on the First Purchase Date covering the period up to 18 months prior to the Initial Cut-Off Date; (i) delivery to the Transaction Administrator by each of the Originators/Master Servicer of the electronic files including the Receivables selected on the basis of the Eligibility Criteria that will be part of the Originator Portfolios in accordance with Clauses 4.1 and 4.2; (j) confirmation by the Master Servicer to the Purchaser and the Transaction Administrator via email of the Insurance Cap under any Credit Insurance Contract; (k) a copy of any powers of attorney of the authorised signatories and all company authorisations that are required for the Transaction Documents to which each Originator and the Master Servicer is a party, certified true by a duly authorised representative of each relevant company; (l) in respect of each relevant Originator, an irrevocable power of attorney substantially in the form of the applicable part of Schedule 14 (Forms of Power of Attorney); (m) with respect to each U.S. Originator and each U.S. Company, delivery to the Transaction Administrator of: (i) a Certificate of Good Standing issued by the Secretary of State of such U.S. Originator’s jurisdiction of incorporation or an Assistant Secretary organisation; (ii) copies of duly completed financing statements (Form UCC-1), which will be filed on the First Purchase Date (i) naming each U.S. Company as the seller in favour of the Borrower relevant U.S. Originator as purchaser and (ii) naming each U.S. Originator as the seller in favor of the Purchaser as the purchaser or other similar instruments or documents as may be necessary or in the reasonable opinion of the Purchaser desirable under the UCC of all appropriate jurisdictions to perfect the Purchaser’s ownership interest in all U.S. Receivables and Associated Rights that have been assigned, sold, transferred or purported to be assigned, sold or transferred to the Purchaser; and (iii) copies of search reports certified by parties acceptable to the Purchaser) dated a date reasonably near the First Purchase Date listing all effective financing statements which name such U.S. Originator (under its present name and any previous name) as debtor and which are filed in jurisdictions in which the filings were made pursuant to paragraph (ii) above and such other jurisdictions where the Purchaser may reasonably request, together with copies of such financing statements (none of which shall constitute a U.S. Adverse Claim against the U.S. Receivables or Associated Rights that have been assigned, sold, transferred or purported to be assigned, sold or transferred to the Purchaser), and similar search reports with respect to judgment liens and Tax liens, showing no such liens; and (iv) copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Purchaser) dated a date reasonably near the First Purchase Date listing all effective financing statements which name each U.S. Company (under its present name and any previous name) as debtor and which are filed in jurisdictions in which the filings were made pursuant to paragraph (ii) above and such other jurisdictions where the Purchaser may reasonably request, together with copies of such financing statements (none of which shall constitute a U.S. Adverse Claim against the U.S. Receivables or Associated Rights that have been assigned, sold, transferred or purported to be assigned, sold or transferred to the U.S. Originators and subsequently to the Purchaser), and similar search reports with respect to judgment liens and Tax liens, showing no such liens on any of the U.S. Receivables that have been assigned, sold, transferred or purported to be assigned, sold or transferred to the U.S. Originators and subsequently to the Purchaser, it being understood that liens released concurrently with the transfer of the U.S. Receivables or Associated Rights to the U.S. Originators shall be permitted; (n) with respect to each Canadian Originator, delivery to the Transaction Administrator of: (i) a certificate of status issued by the Director under the Business Corporations Act (New Brunswick) and an extra-provincial license issued by the applicable governmental authorities of each jurisdiction where such Canadian Originator is qualified to do business as an extra-provincial corporation, each dated as of a recent date, ; (ii) copies of resolutions duly completed financing statements which have been filed pursuant to the Personal Property Security Act (New Brunswick) and any other similar personal property legislation as may be necessary or in the reasonable opinion of the board of directors of Purchaser desirable in all appropriate jurisdictions in relation to all Canadian Receivables and Associated Rights that have been assigned, sold, transferred or purported to be assigned, sold or transferred to the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby;Purchaser; and (iii) Copies, certified by its corporate secretary copies of search results conducted pursuant to the Personal Property Security Act (New Brunswick) and any other similar personal property legislation as of a recent date, may be necessary or in the reasonable opinion of the articles of incorporation, certificate of formationPurchaser desirable dated a date reasonably near the First Purchase Date listing all effective financing statements which name such Canadian Originator (under its present name and any previous name) as debtor and which are filed in jurisdictions in which the filings were made pursuant to paragraph (ii) above and such other jurisdictions where the Purchaser may reasonably request, and by-laws similar search reports with respect to other liens, showing no liens on any of the Borrower as in effect, or a certificate stating Canadian Receivables that there have been no changes assigned, sold, transferred or purported to any such documents since be assigned, sold or transferred to the most recent Purchaser; (o) with respect to a German Originator, a Dutch Originator and a French Originator, a copy of an up-to-date commercial register extract certified to be up-to-date, true and correct copies thereof were delivered to the Agentcomplete; (ivp) If with respect to a French Originator, an original certificate of incorporation (extrait K-bis) dated less than 15 Business Days prior to the Borrower qualifies as Condition Precedent Delivery Date, issued by the competent registry (Registre du Commerce et des Sociétés); (q) a legal entity customer copy of each signed Credit Insurance Contract that covers the Receivables originated by the Originators in form and substance satisfactory to the Purchaser; (r) each Originator or the Master Servicer has confirmed via email towards the Purchaser that any formalities required under the Beneficial Ownership Regulations, an executed Certificate relevant Credit Insurance Contract relating to each Originator have been fulfilled to transfer the benefit of Beneficial Ownership for such Credit Insurance Contract to the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot ActPurchaser; and (vs) Such additional documentsa copy of any other authorisation or other document, certificates opinion or assurance which the Transaction Administrator considers to be necessary or desirable in connection with the entry into and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as performance of the date hereof; provided, however, that transactions contemplated by any Transaction Document or for purposes the validity and enforceability of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bankany Transaction Document. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness of This Second Amendment shall not become effective until the amendments set forth herein is subject to date (the fulfillment, to the satisfaction of the Agent and its counsel, “Amendment Closing Date”) on which each of the following conditions precedent on is satisfied (or before the Effective Date:waived in accordance with Section 12.02): (a) 3.1 The Administrative Agent shall have received, with copies or counterparts for received from each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent Guarantors and the BanksMajority Lenders, counterparts (in such number as applicable: (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information may be requested by the Agent Administrative Agent) of this Second Amendment signed on behalf of such Person. 3.2 The Administrative Agent, the Arranger and the Banks in connection with applicable “know your customer” Lenders shall have received all fees and anti-money laundering rules amounts due and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent payable on or the Banks may require pursuant prior to the terms hereof Amendment Closing Date, including, to the extent invoiced, reimbursement or otherwise reasonably requestpayment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) 3.3 No Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Second Amendment. 3.4 The representations and warranties of the Borrower and the Guarantors set forth in the respective Loan Documents to which such Persons are party shall be true and correct in all material respects on and as of the date hereof, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such specified earlier date. The Administrative Agent is hereby authorized and directed to declare this Second Amendment to be effective, and shall deliver written notice of the Amendment Closing Date to Borrower, when the Administrative Agent has received documents confirming or certifying, to the reasonable satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted by the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Conditions Precedent. 5.1. Initial Advances and Letters of Credit. The effectiveness Lenders shall not be required to make the initial Loans or issue any Letters of the amendments set forth herein is subject to the fulfillment, to the satisfaction Credit unless (i) such initial Loans or Letters of the Agent and its counsel, of the following conditions precedent Credit shall be made on or before December 1, 2000, and (ii) the Effective Date: (a) The Company has furnished to the Administrative Agent shall have received, with copies or counterparts for each Bank as appropriate, of the following, with sufficient copies for the Lenders, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Administrative Agent and the Banks, as applicableLenders: (i1) This AgreementCopies of the Certificate of Incorporation or comparable charter documents of each of the Borrowers as of the Closing Date, together with all amendments and a certificate of good standing, both certified as of a recent date by the appropriate governmental officer in its jurisdiction of incorporation; (ii2) Copies, certified by the Secretary or an Assistant Secretary of each of the Borrowers of their respective By-Laws or comparable governance documents and of their respective Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents entered into by it; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrowers, which shall identify by name and title and bear the signature of the officers of the applicable Borrower as of a recent dateauthorized to sign the Loan Documents and, of resolutions the applicable Borrower to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Company; (4) A certificate, in form and substance satisfactory to the Administrative Agent, signed by an Authorized Officer of the board of directors of the Borrower in effect Company, certifying that on the date hereof authorizing the execution, delivery and performance of this Agreement and such initial Borrowing Date all the other documents representations in this Agreement are true and transactions contemplated hereby; correct (iii) Copies, certified by its corporate secretary unless such representation and warranty is made as of a recent specific date, of the articles of incorporationin which case, certificate of formation, such representation and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement warranty shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes such date) and no Default or Unmatured Default has occurred and is continuing; (5) The written opinions of the representations Borrowers' and Guarantors' General Counsel, Robe▇▇ ▇. ▇▇▇▇▇, ▇▇d of the Company's Dutch counsel, DeBrauw Blackstone Westbroek, addressed to the Administrative Agent and the Lenders, in Section 3.1 thereofsubstantially the forms attached hereto as Exhibit E and Exhibit E-1, respectively; (6) Evidence satisfactory to the Administrative Agent that there exists no injunction or temporary restraining order which, in the judgment of the Administrative Agent, would prohibit the making of the Loans or the consummation of the other transactions contemplated by the Loan Documents or any litigation seeking such an injunction or restraining order; (7) Such other documents as the Administrative Agent or any Lender or its counsel may have reasonably requested, including, without limitation, all of the documents reflected on the List of Closing Documents attached as Exhibit F to this Agreement; (8) Evidence reasonably satisfactory to the Administrative Agent of the payment of all principal, interest, fees and premiums, if any, on all loans outstanding under the Credit Agreement dated September 30, 1999 by and among Bank One, as Administrative Agent, and the other Lender parties thereto, and the termination of the applicable agreements relating to the foregoing; and (9) Evidence satisfactory to the Administrative Agent that the Company has paid or caused to be paid to the Administrative Agent and the Arranger the fees agreed to in the fee letter dated August 18, 2000, among the Administrative Agent, the annual Arranger and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each BankCompany. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness of the amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of Each Advance may be made only if the following conditions precedent on are met: 5.1 Initial Advance (Company). Prior to the initial Advance hereunder, the Company shall have delivered, or before caused to be delivered, to the Effective DateAgent: (a) The Agent shall have received, with copies or counterparts Copies of this Agreement duly executed by the Company for each Bank Lender and the Agent. (b) A Security Agreement duly executed by the Company in the form attached hereto as appropriateExhibit D, together with a -33- 39 Control Agreement executed by the Company, the following, all of which shall be Collateral Agent and the Custodian in a form and substance satisfactory to the Agent and shall be a confirmation from FSA in a form satisfactory to the Agent. (c) Notes payable to the order of each Lender duly completed and executed by the BorrowerCompany in the form attached hereto as Exhibit E. (d) Certificates of the Secretary of the Company dated such date, the Agent and the Banks, as applicable: (i) This Agreement; (ii) Copies, certified accompanied by the Secretary or an Assistant Secretary and certifying true and correct copies of the Borrower as Articles of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery Incorporation and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and byBy-laws of the Borrower as Company and resolutions of its Board of Directors authorizing the Company to execute, deliver and perform this Agreement, the Security Agreement, the Control Agreement, the Notes and all other documents executed by the Company in effectconnection herewith and (ii) confirming the incumbency and signatures of those officers of the Company authorized to execute this Agreement, the Security Agreement, the Control Agreement, and the Notes and otherwise act on behalf of the Company hereunder or a certificate stating that there have been no changes to any such documents since under the most recent date, true and correct copies thereof were delivered Security Agreement. (e) The opinion of counsel to the Agent; (iv) If Company in substantially the Borrower qualifies same form and substance as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower opinion letter attached hereto as Exhibit F attached hereto and covering such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information matters as the Agent or may reasonable request, together with appropriate good standing certificates for the Banks Company. (f) Executed UCC-1 and UCC-3 Financing Statements as the Agent may require pursuant to the terms hereof or otherwise reasonably request. (bg) After giving effect Evidence that the Company has paid all fees required to this Agreement, be paid hereunder and under the representations and warranties set forth in Security Agreement on or before the Credit Agreement shall be true and correct in all material respects on and as date of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bankfirst Advance. (ch) No Default Information satisfactory to the Agent regarding the Company's Year 2000 Program. (i) A Borrowing Base Certificate. (j) Such other documents as the Agent may reasonably request. 5.2 Initial Advance (Lenders). On or Event before the date of Default the initial Advance hereunder, the Lenders shall have occurred delivered, or caused to be delivered, to the Agent and the Agent shall in turn, have delivered, or caused to be continuing as delivered, to the Company one or more counterparts of this Agreement executed by the date hereofLenders.

Conditions Precedent. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder and the effectiveness of the amendments set forth herein this Agreement is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Dateprecedent: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, Administrative Agent’s receipt of the following, all each of which shall be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party or other Person party thereto, each dated the Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Restatement Date), and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement and amendments to existing Mortgages to reflect that they secure the Loans, sufficient in number for distribution to the Administrative Agent, the Lenders and Borrower; (ii) A Revolving O&G Development Loan Note executed by the Borrower in favor of each Lender requesting a Revolving O&G Development Loan Note in a principal amount equal to such Lender's Revolving O&G Development Loan Commitment; (iii) the ORRI Conveyance; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (v) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly organized or formed, validly existing, and in good standing in the jurisdiction of its organization and is qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties contained in Article V are true and correct in all respects on and as of the Restatement Date, (B) no Default or Event of Default will exist as of the Restatement Date, (C) that as of the Restatement Date there are no environmental or legal issues affecting any Loan Party or any of the Collateral which could reasonably be expected to have a Material Adverse Effect (other than as set forth in Section 5.17), (D) all material governmental and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the financing contemplated by this Agreement and the continuing operation of the Borrower and the QRC Subsidiaries has been obtained and is in full force and effect, and (E) no action, suit, investigation or proceeding is pending or, to the knowledge of such Responsible Officer, threatened in any court or before any arbitrator or governmental authority by or against the Borrower, any Guarantor, or any of their respective properties (other than any such actions disclosed on Schedule 5.06), that (x) could reasonably be expected to materially and adversely affect the Borrower and the Guarantors, taken as a whole, or (y) seeks to affect or pertains to any transaction contemplated hereby or the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents; (vii) a copy of the Approved Budgets; (viii) copies, each satisfactory to Administrative Agent, of each JOA or other material agreement affecting or concerning the Oil and Gas Properties; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require. (b) The Administrative Agent's receipt of (i) a reserve report dated as of December 31, 2008 prepared by ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & Associates, Inc. covering the Phase I Oil and Gas Properties described therein and (ii) title opinions or other title due diligence with respect to the Phase I Oil and Gas Properties representing at least 80% of the PV10 value of the Proved Reserves included in the Phase I Oil and Gas Properties covered by the foregoing reserve report, each of (i) and (ii) to be in form and substance reasonably satisfactory to the Administrative Agent and with respect to (ii), it being acknowledged that ▇▇▇▇▇▇▇ title reports on proved but undeveloped Phase I Oil and Gas Properties are satisfactory to the Administrative Agent. (c) A Regulation U Statement of Purpose from the Borrower stating that no proceeds of the Revolving O&G Development Loans have been or will be used to purchase or carry margin stock. (d) An opinion from counsel to each Loan Party, in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (e) The Borrower shall be duly completed and have paid Attorney Costs of the Administrative Agent to the extent invoiced prior to, or on, the Restatement Date. (f) The Administrative Agent’s receipt of Collateral Documents or amendments thereto, executed by the Borrowereach Loan Party that has assets or conducts business, the Agent and the Banksin appropriate form for recording, as applicablewhere necessary, together with: (i) This Agreementsuch Lien searches as the Administrative Agent shall have reasonably requested, and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to no other Liens (other than Permitted Liens) in favor of any Persons; (ii) Copiesfunds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 and UCC-3 financing statements and fees associated with the filing of amendments to the Mortgages, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated herebyincluding any mortgage tax; (iii) Copies, certified by its corporate secretary evidence that the Administrative Agent has been named as loss payee or additional insured under all policies of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered casualty insurance pertaining to the AgentCollateral and all general liability policies; (iv) If certificates evidencing all of the Borrower qualifies as a legal entity customer under issued and outstanding shares of capital stock, partnership interests, or membership interests pledged pursuant thereto, which certificates shall in each case be accompanied by undated stock powers duly executed in blank, or, if any securities pledged pursuant thereto are uncertificated securities, confirmation and evidence satisfactory to the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Administrative Agent for the Borrower and such other documentation and other information requested by benefit of the Agent and Lenders in accordance with the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot ActUniform Commercial Code; and (v) Such additional documentsevidence that all other actions reasonably necessary or, certificates and information as in the opinion of the Administrative Agent or the Banks may require pursuant Lenders, desirable to perfect and protect the first priority Lien created by the Collateral Documents (except to the terms hereof or extent otherwise reasonably requestpermitted hereunder), and to enhance the Administrative Agent's ability to preserve and protect its interests in and access to the Collateral, have been taken. (bg) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as The Administrative Agent's receipt of the date hereof; provided, however, that for purposes certificate of incorporation of the representations Borrower, together with all amendments, certified by an appropriate governmental officer in its jurisdiction of organization, as well as any other information required by Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as 326 of the date hereofUSA Patriot Act or necessary for the Administrative Agent or the Lenders to verify the identity of Borrower as required by Section 326 of the USA Patriot Act.

Conditions Precedent. The effectiveness of the amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on (a) On or before the Effective Closing Date: (a) The , the Agent shall have receivedreceived the following documents, with copies or counterparts for instruments, opinions and certificates, each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicableAgent: (i) This Agreementa duly executed original counterpart of this Agreement and each of the other Loan Documents; (ii) Copiesthe opinions of counsel for the Credit Parties dated the Closing Date, certified addressed to Agent and the Lenders, addressing such matters as the Agent and the Lenders may reasonably request; (iii) a certificate, dated the Closing Date, signed by the Secretary or an Assistant Secretary appropriate officer of the Borrower, certifying: (A) that attached thereto is a copy of the certificate of limited partnership of the Borrower and all amendments thereto certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, and that such organizational documents have not been amended since such date; (B) that attached thereto is a true and correct copy of the partnership agreement of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof Closing Date; (C) that attached thereto is a true and correct copy of resolutions adopted by the general partner of the Borrower, authorizing the execution, delivery and performance of this Agreement and the other documents Loan Documents, as applicable; and transactions contemplated hereby(D) as to the incumbency and genuineness of the signature of each representative of the Borrower executing this Agreement or any of the other Loan Documents; (iiiiv) Copiesa certificate of good standing for the Borrower from the Commonwealth of Virginia and a certificate of authority to transact business from any jurisdiction where Borrower is required to be licensed to transact business; (v) a certificate of each Guarantor, dated the Closing Date, signed by the appropriate officer of such Guarantor, certifying: (A) that attached thereto is a copy of the charter and governing documents of such Guarantor and all amendments thereto certified by its corporate secretary as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, and that such documents have not been amended since such date, ; (B) that attached thereto is a true and correct copy of the articles bylaws, partnership agreement, operating agreement or other governing documents of incorporationsuch Guarantor as in effect on the Closing Date; (C) that attached thereto is a true and correct copy of resolutions adopted by the governing body of such Guarantor, authorizing the execution, delivery and performance of the Loan Documents to which it is a party; and (iv) as to the incumbency and genuineness of the signature of each officer of the Guarantor executing the Loan Documents; (vi) a certificate of formation, good standing for each Guarantor from its jurisdiction of organization and by-laws a certificate of authority to transact business from any jurisdiction where any Guarantor is required to be licensed to transact business; (vii) a certificate of the chief financial officer of the Borrower as to the solvency of the Borrower, in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered form acceptable to the Agent; (ivviii) If the such financial statements relating to Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks may reasonably require; (ix) any governmental approvals required in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Actfinancings contemplated by this Agreement; (x) the initial Line Request; and (vxi) Such additional such other documents, certificates and information instruments, opinions, certificates, approvals or consents as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect No less than ten (10) days before the Closing Date the Agent shall have received: (i) mortgagee title insurance commitments (each, a “Title Commitment”) dated within forty-five (45) days prior to this Agreementthe Closing Date, each of which provides for the issuance of a policy or policies that shall: (A) be in an amount not less than sixty-five percent (65%) of the Appraised Value of the Mortgaged Property subject to the Mortgage insured under such policy; (B) insure that each of the Mortgages creates a valid first lien on the Mortgaged Property free and clear of all defects and encumbrances (except those acceptable to the Agent); (C) name the Agent as the insured party thereunder; (D) be in the form of ALTA Loan Policy-2006 or other form approved by the Agent; (E) provide mechanic’s lien protection; and (F) contain such endorsements and effective coverage as Agent may reasonably require, including without limitation an ALTA Form 3 Zoning Endorsement, an ALTA Form 6 Variable Rate Endorsement, an ALTA Form 9 Comprehensive Endorsement, a usury endorsement, an access endorsement, a “same as survey” endorsement, a separate tax parcel endorsement, a doing business endorsement, a first loss endorsement, a tie-in endorsement, a last dollar endorsement, and a “future advances” endorsement, or the equivalent; (ii) copies of all exceptions to title coverage listed in the Title Commitment and copies of all recorded plats referenced in the Title Commitment or an exception to title coverage; (iii) one (1) print of a current (dated not more than six (6) months before the Closing Date, but more recently if new construction is underway) physical survey of the Land certified to the Agent and the title insurance company, in a manner acceptable to each of them, by an independent professional licensed land surveyor, which survey shall indicate, without limitation, the representations and warranties set forth in the Credit Agreement shall be true and correct in following: (A) all material respects on and as boundaries of the date hereofLand with a metes and bounds description (course and distance indicated); provided, however, that for purposes (B) the course and distance to and names of the representations nearest intersecting public street or roads; (C) the locations on the Land and dimensions of all the Improvements and the established building setback lines; (D) the lines of streets abutting the Land and width thereof; (E) all access and other easements appurtenant to the Land necessary or desirable to use the Land; (F) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the Land, whether recorded, apparent from a physical inspection of the Land or otherwise known to the surveyor; (G) any encroachments on any adjoining property by the Improvements on the Land; and (H) if the Land is described as being on a filed map, a legend relating the survey to said map, all in Section 3.1 thereofform satisfactory to the Agent; together with a certification as to the location of the Land or the Improvements in any “special flood hazard” area within the meaning of the Federal Flood Disaster Protection Act of 1973; (iv) an Appraisal of each Mortgaged Property acceptable to the Agent and the Lenders, supporting a ratio of (A) the annual aggregate principal amount of outstanding Loans plus Letter of Credit Obligations to (B) the aggregate Appraised Value of the Mortgaged Properties of 65% or less; (v) evidence that each Mortgaged Property complies with applicable laws and quarterly financial information referred regulations pertaining to the protection and preservation of the environment. Such evidence shall include, without limitation, an environmental site assessment report by an environmental engineer satisfactory to Agent and Lenders, who may conduct soil and chemical testing, addressing the probability of toxic or hazardous waste on, at or adjacent to the Land, in such Section shall be deemed to be soil or water, taking into consideration the history of the Land, including an identification of all owners and tenants for at least the most recent forty (40) years and its uses, adjacent land uses and the result of a site inspection by such information furnished engineer, and certifying that there are no hazardous or toxic wastes on or at the Land. In addition, if fill dirt is at any time to be brought to the Land from another tract of land, the Agent shall require similar evidence regarding such other tract prior to such fill dirt being placed on the Land; and (vi) a management prepared accounts receivable aging report acceptable to Agent for each Bankdevelopment loan, including a description of internal policies and procedures relating to development loans. (c) No Default On or Event of Default before the Closing Date the Agent shall have occurred received: (i) a mortgagee’s title insurance policy dated no later than the Closing Date, issued pursuant to the Title Commitment and be continuing as showing no exceptions to title coverage not previously approved by the Agent and included in the Title Commitment, together with evidence that all premiums in respect of such policy have been paid; (ii) evidence satisfactory to the Agent that the Mortgages and the Assignments of Leases have been properly delivered for recording; (iii) evidence satisfactory to Agent that all Uniform Commercial Code financing statements necessary to perfect the security interests granted to the Agent pursuant to the Collateral Documents have been delivered for recording in all appropriate offices and that each such security interest constitutes a valid, perfected, first-priority security interest in favor of the date hereofAgent, which evidence shall include, without limitation, official UCC search reports from all appropriate offices; (iv) evidence of insurance in form and substance satisfactory to the Agent and Lenders upon the collateral described in the Collateral Documents and the business of the Borrower, which must: (1) include fire, vandalism, terrorism and malicious mischief coverage; (2) be in an amount sufficient to avoid co-insurance liability and equal to the total replacement value of the Improvements with extended coverage endorsement covering all Improvements located on the Land; (3) business interruption insurance in amounts and with coverages (not less than 6 months) satisfactory to the Agent; (4) be issued by a company approved by the Agent and licensed to transact business in the state where the Land is located; (5) contain a standard mortgagee clause designating the Agent as mortgagee and lender loss payee; and (6) contain provisions providing for written notice to the Agent at least thirty (30) days prior to any cancellation, termination, or modification thereof or of any coverage therein; (v) evidence of liability insurance in form and in amount satisfactory to the Agent issued by a company approved by the Agent and licensed to transact business in the state where the Land is located; (vi) an independent flood certification made by the Agent or its representative or agent, which shall be in form and substance satisfactory to the Agent and support a finding that none of the Land or the Improvements, are in any “special flood hazard” area within the meaning of the Federal Flood Disaster Protection Act of 1973; (vii) evidence of compliance of the Mortgaged Properties with all zoning requirements; (viii) evidence satisfactory to the Agent that documentation to effect the release and termination of all mortgages, assignments of rents and leases and UCC-1 financing statements securing obligations under the Existing Loan Agreement has been delivered for recording; (ix) payment by Borrower of all fees and expenses owed by Borrower to the Agent and the Lenders, including payment to the Agent of the fees set forth in the Fee Letter; and (x) copies of all security agreements or instruments constituting liens or encumbrances on any portion of the Mortgaged Properties or on any property located on the Land, and related UCC-1 financing statements.

Conditions Precedent. 10.1 The effectiveness following are conditions precedent to the obligation of the amendments set forth herein is subject Soliciting Dealer hereunder which conditions the Corporation covenants to exercise its best efforts to have fulfilled at or prior to the fulfillment, to Closing Time and which conditions may be waived in writing in whole or in part by the satisfaction Soliciting Dealer at any time. If any of the Agent and conditions are not met, the Soliciting Dealer may terminate its counsel, of obligations under this Agreement without prejudice to any other remedies it may have. At the following conditions precedent on or before the Effective DateClosing Time: (a) The Agent the Soliciting Dealer shall have receivedreceived a certificate of the Corporation, dated the Closing Date, signed on behalf of the Corporation by its Chief Executive Officer and Chief Financial Officer or such other senior officers satisfactory to the Soliciting Dealer, certifying that: (i) the Corporation has complied with copies and satisfied all covenants, terms and conditions of this Agreement on its part to be complied with or counterparts for each Bank satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained herein are true and correct as appropriateof the Closing Time with the same force and effect as if made at and as of the Closing Time; (iii) no event of a nature referred to in Section 11.1(a), (b) or (c) has occurred since the date of this agreement or to the knowledge of such officers, is pending, contemplated or threatened; (iv) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement, the followingCustodial Agreement, all the Warrant Indenture, the agreement pertaining to the Soliciting Dealer’s Option and the consummation of the other transactions contemplated herein and therein; and (v) there has been no material adverse change (actual, anticipated. contemplated or threatened (of which such officers are aware), whether financial or otherwise) to such date in its business, affairs, operations, assets, liabilities (contingent or otherwise), capital or prospects of the Corporation from that disclosed in the Circular; (b) the Corporation shall have provided to the Soliciting Dealer evidence that the Rights, the Underlying Shares and the Warrants (subject to meeting the Exchange’s minimum listing requirements) have been accepted for listing, as applicable, and will be posted for trading on the Exchange within one day of the Closing Date (except with respect to the Rights, which shall be posted for trading as of December 6, 2017); (c) the Soliciting Dealer shall have received a legal opinion of the Corporation’s counsel, addressed to the Soliciting Dealer and the Soliciting Dealer’s counsel, in form and substance satisfactory to the Agent Soliciting Dealer and shall be duly completed and executed by its counsel, acting reasonably, with respect to such matters as the BorrowerSoliciting Dealer may reasonably request relating to the Offering including, the Agent and the Bankswithout limitation, as applicablethat: (i) This Agreementthe Corporation has been incorporated and is subsisting under the laws of the jurisdiction of its incorporation and has all requisite corporate power and capacity to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business under the laws of each jurisdiction in which the nature of its business carried on by it in such jurisdiction makes such qualification necessary; (ii) Copiesthe Corporation has full corporate power and capacity to issue the Rights, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent dateWarrants, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery Soliciting Dealer’s Option and performance of this Agreement Underlying Shares and the other documents issuance and transactions contemplated herebydistribution of such securities has been duly approved and authorized; (iii) Copiesthe Underlying Shares have been allotted and reserved for issuance and will be, certified by its corporate secretary as of a recent datewhen the Rights, Warrants and Soliciting Dealer’s Option are exercised in accordance with their respective terms, fully paid and non- assessable Common Shares in the capital of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the AgentCorporation; (iv) If the Borrower qualifies as Warrants will be duly created and issued; (v) the Soliciting Dealer’s Option will be duly created and issued; (vi) the Underlying Shares have been conditionally approved for listing on the Exchange; (vii) the Corporation has full corporate power and capacity to enter into this Agreement, the Warrant Indenture, the Custodial Agreement and an agreement pertaining to the Soliciting Dealer’s Option, and to perform its obligations set out herein and therein, and this Agreement, the Warrant Indenture, the Custodial Agreement and an agreement pertaining to the Soliciting Dealer’s Option have been duly authorized, executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms subject to the usual qualifications including laws relating to creditors’ rights generally and except that rights to indemnity and contribution may be limited by applicable law; (viii) the execution and delivery of this Agreement, the Warrant Indenture, the Custodial Agreement and an agreement pertaining to the Soliciting Dealer’s Option and the fulfilment of the terms hereof and thereof by the Corporation, and the performance of and compliance with the terms of this Agreement, the Warrant Indenture, the Custodial Agreement and an agreement pertaining to the Soliciting Dealer’s Option by the Corporation do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, any applicable laws or any term or provision of the articles and by-laws or resolutions of the directors and shareholders of the Corporation of which such counsel is aware, or any indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound on the Closing Date, of which such counsel is aware; (ix) the form and terms of the definitive certificates representing the Rights, the Common Shares, the Warrants and the Soliciting Dealer’s Option have been approved and adopted by the directors of the Corporation and comply with all legal entity customer under requirements relating thereto; (x) all Securities Laws of the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower Eligible Jurisdictions and such other documentation all corporate and other information requested by laws applicable to the Agent and the Banks Corporation in connection with applicable “know your customer” the creation, offering, issuance and anti-money laundering rules sale of the Rights, the Underlying Shares, the Warrants and regulationsthe Soliciting Dealer’s Option have been complied with, including assuming distribution by registrants who comply with the USA Patriot Actrelevant provisions of Securities Laws in the Eligible Jurisdictions; and additionally, relating to: (xi) the authorized and issued capital of the Corporation; and (vxii) Such additional documentsthe distribution of the Rights, certificates the Underlying Shares, the Warrants and information the Soliciting Dealer’s Option; and as to all other legal matters, including compliance with the Securities Laws, in any way connected with the creation, issuance, sale and delivery of the Rights, Warrants, Soliciting Dealer’s Option and Underlying Shares as the Agent or Soliciting Dealer’s counsel may reasonably request. It is understood that the Banks Corporation’s counsel may require pursuant rely on the opinions of local counsel acceptable to them and on certificates of officers of the Corporation as to relevant matters of fact. It is further understood that the Soliciting Dealer’s counsel may rely on the opinion of the Corporation’s counsel as to matters which specifically relate to the terms hereof or otherwise reasonably request.Corporation and Offering, including the creation, offering, issuance and sale of the Rights, Warrants, Soliciting Dealer’s Option and Underlying Shares; and (bd) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement Corporation shall be true and correct in all material respects on and as have received a legal opinion of the date hereof; providedCorporation’s counsel, howeveraddressed to the Soliciting Dealer and the Soliciting Dealer’s counsel, that for purposes in form and substance satisfactory to the Soliciting Dealer and its counsel, acting reasonably, with respect to the existence, authorized capital and ownership of subsidiaries of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each BankCorporation. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness of the amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on (a) On or before the Effective Closing Date: (a) The , the Agent shall have receivedreceived the following documents, with copies or counterparts for instruments, opinions and certificates, each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicableAgent: (i) This Agreementa duly executed original counterpart of this Agreement and each of the other Loan Documents; (ii) Copiesthe opinion of counsel for the Credit Parties dated the Closing Date, certified addressed to Agent and the Lenders, addressing such matters as the Agent and the Lenders may reasonably request; (iii) a certificate, dated the Closing Date, signed by the Secretary or an Assistant Secretary appropriate officer of the Borrower, certifying: (A) that attached thereto is a copy of the certificate of limited partnership of the Borrower and all amendments thereto certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, and that such organizational documents have not been amended since such date; (B) that attached thereto is a true and correct copy of the partnership agreement of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof Closing Date; (C) that attached thereto is a true and correct copy of resolutions adopted by the general partner of the Borrower, authorizing the execution, delivery and performance of this Agreement and the other documents Loan Documents, as applicable; and transactions contemplated hereby; (iiiD) Copies, certified by its corporate secretary as of a recent date, to the incumbency and genuineness of the articles signature of incorporation, certificate of formation, and by-laws each representative of the Borrower as in effect, executing this Agreement or a certificate stating that there have been no changes to any such documents since of the most recent date, true and correct copies thereof were delivered to the Agentother Loan Documents; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate certificate of Beneficial Ownership good standing for the Borrower from the Commonwealth of Virginia and such other documentation and other information requested a certificate of authority to transact business from any jurisdiction where Borrower is required to be licensed to transact business; (v) a certificate of each Guarantor, dated the Closing Date, signed by the Agent appropriate officer of such Guarantor, certifying: (A) that attached thereto is a copy of the charter and governing documents of such Guarantor and all amendments thereto certified as of a recent date by the Banks appropriate Governmental Authority in connection with applicable “know your customer” its jurisdiction of organization, and anti-money laundering rules that such documents have not been amended since such date; (B) that attached thereto is a true and regulationscorrect copy of the bylaws, including partnership agreement, operating agreement or other governing documents of such Guarantor as in effect on the USA Patriot ActClosing Date; (C) that attached thereto is a true and correct copy of resolutions adopted by the governing body of such Guarantor, authorizing the execution, delivery and performance of the Loan Documents to which it is a party; and (iv) as to the incumbency and genuineness of the signature of each officer of the Guarantor executing the Loan Documents; (vi) a certificate of good standing for each Guarantor from its jurisdiction of organization and a certificate of authority to transact business from any jurisdiction where any Guarantor is required to be licensed to transact business; and (vvii) Such additional such other documents, certificates and information instruments, opinions, certificates, approvals or consents as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect No less than ten (10) days before the Closing Date the Agent shall have received: (i) a mortgagee title insurance commitment (“Title Commitment”) dated within forty-five (45) days of the Closing Date, that provides for the issuance of a policy that shall: (A) be in an amount not less than the amount of the Loan; (B) insure that each of the Mortgages creates a valid first lien or second lien (as applicable) on the Mortgaged Property free and clear of all defects and encumbrances (except those acceptable to this Agreementthe Agent); (C) name the Agent as the insured party thereunder; (D) be in the form of ALTA Loan Policy-2006 or other form approved by the Agent; (E) provide mechanic’s lien protection; and (F) contain such endorsements and effective coverage as Agent may reasonably require, including without limitation an ALTA Form 3 Zoning Endorsement, an ALTA Form 6 Variable Rate Endorsement, an ALTA Form 9 Comprehensive Endorsement, a usury endorsement, an access endorsement, a “same as survey” endorsement, a separate tax parcel endorsement, a doing business endorsement, a first loss endorsement, a tie-in endorsement, a last dollar endorsement, and a “future advances” endorsement, or the equivalent; (ii) copies of all exceptions to title coverage listed in the Title Commitment and copies of all recorded plats referenced in the Title Commitment or an exception to title coverage; (iii) one (1) print of a current (dated not more than six (6) months before the Closing Date, but more recently if new construction is underway) physical survey of the Land certified to the Agent and the title insurance company, in a manner acceptable to each of them, by an independent professional licensed land surveyor, which survey shall indicate, without limitation, the representations and warranties set forth in the Credit Agreement shall be true and correct in following: (A) all material respects on and as boundaries of the date hereofLand with a metes and bounds description (course and distance indicated); provided, however, that for purposes (B) the course and distance to and names of the representations nearest intersecting public street or roads; (C) the locations on the Land and dimensions of all the Improvements and the established building setback lines; (D) the lines of streets abutting the Land and width thereof; (E) all access and other easements appurtenant to the Land necessary or desirable to use the Land; (F) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the Land, whether recorded, apparent from a physical inspection of the Land or otherwise known to the surveyor; (G) any encroachments on any adjoining property by the Improvements on the Land; and (H) if the Land is described as being on a filed map, a legend relating the survey to said map, all in Section 3.1 thereofform satisfactory to the Agent; together with a certification as to the location of the Land or the Improvements in any “special flood hazard” area within the meaning of the Federal Flood Disaster Protection Act of 1973; (iv) an appraisal of the Mortgaged Property acceptable to the Agent and the Lenders, supporting a Loan-to-Value ratio of 67% or less, calculated using the annual principal amount of the Loan and quarterly financial information referred a “Value” equal to the lesser of (A) the “as completed” market value of the Mortgaged Property as determined by such appraisal or (B) the purchase price of the Mortgaged Property; (v) evidence that the Mortgaged Property complies with applicable laws and regulations pertaining to the protection and preservation of the environment. Such evidence shall include, without limitation, an environmental site assessment report by an environmental engineer satisfactory to Agent and Lenders, who may conduct soil and chemical testing, addressing the probability of toxic or hazardous waste on, at or adjacent to the Land, in such Section shall be deemed to be soil or water, taking into consideration the history of the Land, including an identification of all owners and tenants for at least the most recent forty (40) years and its uses, adjacent land uses and the result of a site inspection by such information furnished engineer, and certifying that there are no hazardous or toxic wastes on or at the Land. In addition, if fill dirt is at any time to be brought to the Land from another tract of land, the Agent shall require similar evidence regarding such other tract prior to such fill dirt being placed on the Land; and (vi) a management prepared accounts receivable aging report acceptable to Agent for each Bankdevelopment loan, including a description of internal policies and procedures relating to development loans. (c) No Default On or Event of Default before the Closing Date the Agent shall have occurred received: (i) a mortgagee’s title insurance policy dated no later than the Closing Date, issued pursuant to the Title Commitment and be continuing as showing no exceptions to title coverage not previously approved by the Agent and included in the Title Commitment, together with evidence that all premiums in respect of such policy have been paid; (ii) evidence satisfactory to the Agent that the Mortgages and the Assignments of Leases have been properly delivered for recording; (iii) evidence satisfactory to Agent that all Uniform Commercial Code financing statements necessary to perfect the security interests granted to the Agent pursuant to the Mortgages and the Security Agreement have been delivered for recording in all appropriate offices and that each such security interest constitutes a valid, perfected, first-priority security interest in favor of the date hereofAgent, which evidence shall include, without limitation, official UCC search reports from all appropriate offices; (iv) evidence of insurance in form and substance satisfactory to the Agent and Lenders upon the collateral described in the Collateral Documents and the business of the Borrower, which must: (1) include fire, vandalism and malicious mischief coverage; (2) be in an amount sufficient to avoid co-insurance liability and equal to the total replacement value of the Improvements with extended coverage endorsement covering all Improvements located on the Land; (3) business interruption insurance in amounts and with coverages (not less than 6 months) satisfactory to the Agent; (4) be issued by a company approved by the Agent and licensed to transact business in the state where the Land is located; (5) contain a standard mortgagee clause designating the Agent as mortgagee and lender loss payee; and (6) contain provisions providing for written notice to the Agent at least thirty (30) days prior to any cancellation, termination, or modification thereof or of any coverage therein; (v) evidence of liability insurance in form and in amount satisfactory to the Agent issued by a company approved by the Agent and licensed to transact business in the state where the Land is located; (vi) an independent flood certification made by the Agent or its representative or agent, which shall be in form and substance satisfactory to the Agent and support a finding that none of the Land or the Improvements, are in any “special flood hazard” area within the meaning of the Federal Flood Disaster Protection Act of 1973; (vii) evidence of compliance of the Mortgaged Properties with all zoning requirements; and (viii) copies of all security agreements or instruments constituting liens or encumbrances on any portion of the Mortgaged Properties or on any property located on the Land, and related UCC-1 financing statements.

Conditions Precedent. The effectiveness of the amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Date: (a) The Agent Borrower shall have receiveddelivered to Agent, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicableexecuted: (i) This Agreement; (ii) The additional Revolving Credit Note to Huntington and the replacement Revolving Credit Notes to the other Banks; (iii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the replacement and additional Revolving Credit Notes and the other documents and transactions contemplated hereby; (iiiiv) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this AgreementAmendment, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof. (d) Borrower shall have paid to Agent for the benefit of Banks an additional fee of $100,000 to be distributed to Banks pro rata in accordance with their Commitments (after giving effect to the adjustment in the Commitments provided herein).

Conditions Precedent. The effectiveness of the amendments set forth herein this Agreement is subject to the fulfillmentreceipt by the Administrative Agent of the following, each in form and substance acceptable to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective DateAdministrative Agent: (a) The Agent shall have receivedthis Agreement duly executed and delivered by the parties thereto; (b) (i) the Certificate of Conversion from a Non-Delaware Limited Liability Company to a Delaware Limited Liability Company filed by the Seller with the Secretary of State of the State of Delaware dated on or about the date hereof, (ii) the Certificate of Formation of the Seller filed with copies the Secretary of State of the State of Delaware dated on or counterparts for each Bank as appropriate, about the following, all date hereof and (iii) the Second Amended and Restated Limited Liability Company Agreement dated on or about the date hereof; (c) resolutions of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by governing authority the Borrower, the Agent Seller and GreenSky ratifying (A) the Banksexecution, as applicable: delivery and performance, respectively, of this Agreement, the Credit Amendment and all Transaction Documents to which it is a party, (iB) This in the case of the Borrower only, the incurrence of the indebtedness contemplated under the Transaction Documents, and (C) in the case of the Borrower only, the granting by the Borrower to the Administrative Agent, for the benefit of the Secured Parties, of the security interests contemplated by the Credit Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing hereof, which certificate shall state that the executionresolutions thereby certified have not been amended, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copiesmodified, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, revoked or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and rescinded as of the date hereofof such certificate; provided(d) (i) UCC search results with respect to the Seller in the State of Delaware and (ii) UCC “back-up” filing naming the Seller as debtor and the Administrative Agent, however, that for purposes as assignee secured party of the representations in Section 3.1 thereofSeller, the annual and quarterly financial information referred to in such Section shall be deemed to be filed with the most recent such information furnished to each Bank. (c) No Default or Event Secretary of Default shall have occurred and be continuing as State of the date hereofState of Delaware.

Conditions Precedent. The effectiveness obligation of Issuing Bank to issue the amendments set forth herein Letter of Credit hereunder is subject to the fulfillmentsatisfaction of, or waiver of, immediately prior to or concurrently with the satisfaction issuance of the Agent and its counsel, Letter of Credit of each of the following conditions precedent on or before the Effective Dateprecedent: (a) The all requisite corporate or limited liability company action and proceedings (as applicable) in connection with this Agreement and the other Financing Agreements shall be satisfactory in form and substance to Agent, and Agent shall have received all information and copies of all documents, including records of requisite corporate or limited liability company action and proceedings (as applicable) which Agent may have requested in connection therewith, such documents where requested by Agent or its counsel to be certified by appropriate corporate or limited liability company officers (as applicable) or Governmental Authority (and including a copy of the certificate of incorporation, articles of association, certificate of formation, limited liability agreement, limited partnership agreement or other organizational documents of Borrower and each Guarantor certified by the Secretary of State (or equivalent Governmental Authority) which shall set forth the same complete corporate, limited liability company or partnership name of Borrower or each Guarantor as is set forth herein and such document as shall set forth the organizational identification number of Borrower or each Guarantor, if one is issued in its jurisdiction of incorporation or formation, as applicable); (b) Agent shall have received, with copies or counterparts for each Bank as appropriatein form and substance satisfactory to Agent, the followingbalance sheet of Borrower as of the period ended June 30, 2011; (c) Agent shall have received, in form and substance reasonably satisfactory to Agent, all consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements; (d) Agent shall have received evidence, in form and substance reasonably satisfactory to Agent, that Agent has a valid perfected second priority security interest (subject, as to priority, only to the security interest of the First Lien Agent under the First Lien Financing Documents) in all of the Collateral; (e) Agent shall have received and reviewed lien and judgment search results for the jurisdiction of organization of Borrower and each Guarantor, the jurisdiction of the chief executive office of Borrower and each Guarantor and all jurisdictions in which assets of Borrower and Guarantors are located, which search results shall be in form and substance reasonably satisfactory to the Agent; (f) Agent and shall be satisfied that originals of the stock certificates representing all of the issued and outstanding Equity Interests of each Guarantor, and owned by Borrower or any Guarantor, in each case together with stock or limited liability company powers (as applicable) duly completed executed in blank with respect thereto, have been delivered to the First Lien Agent, to hold as bailee for Agent pursuant to, and in accordance with the terms of, the Intercreditor Agreement; (g) Agent shall have received, in form and substance reasonably satisfactory to Agent, such opinion letters of counsel to Borrower and Guarantors with respect to the Financing Agreements and such other matters as Agent may request; (h) Agent shall have received (i) an executed copy of the Pegasus Guaranty, duly authorized, executed and delivered by the Borrowerparties thereto, (ii) Control Agreements (as defined in the Agent Pegasus Guaranty), duly authorized, executed and delivered by the Banksparties thereto and (iii) an opinion letter of counsel, as applicable:in form and substance reasonably satisfactory to Agent, with respect to the Pegasus Guaranty; (i) This Agent shall have received an executed copy of the First Lien Financing Documents, including Amendment No. 4 to the First Lien Loan Agreement; (ii) Copies, certified duly authorized, executed and delivered by the Secretary or an Assistant Secretary of the Borrower as of a recent dateparties thereto, of resolutions of the board of directors of the Borrower which First Lien Financing Documents shall be in effect on the date hereof authorizing the execution, delivery full force and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formationeffect, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing thereunder; (j) Agent shall have received, in form and substance satisfactory to Agent, a closing certificate, dated as of the date hereof, from the chief financial offer of Borrower confirming those matters set forth therein (the “Closing Officer’s Certificate”); (k) Agent and Issuing Bank shall have received an executed copy of the Letter of Credit Application, duly executed, authorized and delivered by Borrower; (l) the other Financing Agreements and all instruments and documents hereunder and thereunder shall have been duly executed and delivered to Agent, in form and substance reasonably satisfactory to Agent; (m) all representations and warranties contained herein and in the other Financing Agreements shall be true and correct after giving effect to the issuance of the Letter of Credit, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date); (n) no law, regulation, order, judgment or decree of any Governmental Authority shall exist, and no action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise affect (A) the issuance of the Letter of Credit or the making of the Term Loans, or (B) the consummation of the transactions contemplated pursuant to the terms hereof, the other Financing Agreements or the Pegasus Guaranty or (i) has or could reasonably be expected to have a Material Adverse Effect; and (o) no Default or Event of Default shall exist or have occurred and be continuing on and as of the date of the issuance of the Letter of Credit and after giving effect thereto.

Conditions Precedent. The effectiveness This Amendment shall become effective as of the amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, date first above written when each of the following conditions precedent on or before the Effective Datehas been satisfied: (a) The Agent Counterparts of this Amendment duly executed by each Borrower and the Required Lenders, and each Guarantor shall have received, with copies or counterparts for each Bank as appropriate, executed the following, all consent and agreement hereto. (b) Payment of which shall be in form and substance satisfactory an amendment fee to the Agent for the benefit of each Lender signing this Amendment on or before March 30, 2000 in an amount equal to 25.0 basis points of each such Lender's Commitment existing immediately prior to the Second Amendment Effective Date and shall be duly completed and executed equal to 50.0 basis points of the amount of the increase, if any, in such Lender's Commitment implemented by the Borrower, the Agent and the Banks, as applicable:this Amendment. (i) This Agreement; (iic) Copies, certified by the Secretary or an Assistant Secretary of the each Borrower as of a recent dateand Guarantor, of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of this Amendment and all Security Documents to be executed in connection herewith to which the Company or Guarantor, as applicable, is a party. (d) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Borrower and Guarantor, which shall identify by name and title and bear the signatures of the board Authorized Officers and any other officers of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the each Borrower and such other documentation Guarantor authorized to sign this Amendment and other information requested by all Security Documents to be executed in connection herewith to which the Company and each Guarantor is a party, upon which certificate the Agent and the Banks Lenders shall be entitled to rely until informed of any change in writing by such Borrower and such Guarantor. (e) A written opinion of the Borrowers' and Guarantors' counsel, addressed to the Agent and Lenders and in form and substance satisfactory to the Agent. (f) Executed copies of all Security Documents and other documents in connection therewith requested by the Agent, together with applicable “know your customer” all necessary consents and anti-money laundering rules and regulationsother related documents in connection therewith, including the USA Patriot Act; and (v) Such additional documentsinsurance certificates, financing statements, environmental reports, opinions of foreign counsel, original stock certificates and information as related transfer powers, UCC, judgment and other lien and encumbrance searches, title searches and insurance, surveys and other documents required by the Agent or Agent, provided that any Mortgages, mortgagee title insurance, surveys and environmental reports may be delivered within 30 days of the Banks date hereof (and the parties hereto acknowledge and agree that the failure to deliver the signed Mortgages on all owned real property of the Company and the Guarantors and the related mortgagee title insurance, surveys and environmental reports within 30 days of the date hereof shall be an Event of Default under the Agreement) and certain other items may require be delivered within 10 days of the date hereof pursuant to the terms hereof or otherwise reasonably requestof any post closing letter agreement approved by the Agent. (bg) After giving effect to this AgreementDelivery of such other agreements and documents, and the representations satisfaction of such other conditions as may be reasonably required by the Agent, including without limitation a solvency certificate of the Company, payoff and warranties set forth termination letters in connection with the refunding hereunder of the existing credit facility of Bank One, Michigan outside of the Agreement with the increase in the Revolving Credit Agreement Commitment of Bank One, Michigan, a reliance letter from the auditors and accountants for the Company and such evidence of the perfection and priority of all liens and security interests as required by the Agent, all of which shall be true satisfactory to the Agent and correct in all material respects on and as of its counsel to the date hereof; provided, however, that for purposes of extent required by the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each BankAgent. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The It shall be a condition precedent to the effectiveness of this Amendment No. 5 and to the amendments amendment of terms of the Existing Credit Agreement as herein set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Datethat: (ai) The Agent shall have receivedreceived on behalf of the Banks, with copies on or counterparts for each Bank before the Amendment Effective Date (as appropriatehereinafter defined) the following items, each, unless otherwise indicated, dated on or before the following, all of which shall be Amendment Effective Date and in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicableits counsel: (iA) This AgreementA duly executed counterpart original of this Amendment No. 5; (iiB) Copies, A copy of the corporate action of the Borrower certified by the Secretary or an Assistant Secretary of the Borrower as of to authorize the execution and delivery of, and performance under, this Amendment No. 5 and the other Amendment No. 5 Loan Documents to which it is a recent date, of resolutions party; (C) A certificate of the board of directors secretary or assistant secretary of the Borrower in effect on certifying the date hereof authorizing names of the execution, delivery and performance of persons authorized to sign this Agreement Amendment No. 5 and the other Amendment No. 5 Loan Documents to which it is a party, and all other documents and transactions contemplated herebycertificates delivered hereunder together with the true signatures of such persons; (iiiD) Copies, certified by its corporate secretary as of a recent date, A certificate of the articles of incorporation, certificate of formation, and by-laws Chief Financial Officer of the Borrower certifying that the statements set forth in Section 3.05(ii) of this Amendment No. 5, as in effectof the Amendment No. 5 Closing Date, or a certificate stating that there have been no changes to any such documents since the most recent date, are true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Actcorrect; and (vE) Such additional documentsExcept for events disclosed in the Borrower’s Annual Report on Form 10-K for the year ended December 31, certificates 2000, and information as for Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001, June 30, 2001 and September 30, 2001, no event has occurred to the Borrower which would reasonably be likely to have a Material Adverse Effect on the Borrower; and there shall be delivered to the Agent for the benefit of each Bank and the Agent a certificate dated the Closing Date and signed by the Chief Executive Officer, President, Chief Financial Officer or Vice President of the Banks may require pursuant Borrower to the terms hereof or otherwise reasonably request. such effect; (bii) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement The following statements shall be true and correct on the Amendment Effective Date and the Agent shall have received a certificate signed by an authorized officer of the Borrower, dated the Amendment Effective Date, stating that: (A) the representations and warranties contained in all material respects Section 2.01 of this Amendment No. 5 and in the other Loan Documents, as amended hereby, with respect to the Borrower are true and correct on and as of the date hereof; providedAmendment Effective Date as though made on and as of such date; (B) no Event of Default, howeveror event which, that for purposes with the passage of time or the representations giving of notice or both, would become an Event of Default, has occurred and is continuing, or would result from the execution of this Amendment No. 5; (C) the Borrower has in Section 3.1 thereofall material respects performed all agreements, the annual covenants and quarterly financial information referred to in such Section shall be deemed conditions required to be the most recent such information furnished performed on or prior to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.hereof under the Agreement and the other Loan Documents;

Conditions Precedent. The effectiveness obligations of the amendments set forth herein is subject to Hong Kong Underwriters under this Agreement are conditional on: 2.1.1 the fulfillment, to the satisfaction Joint Global Coordinators (for themselves and on behalf of the Agent Hong Kong Underwriters and its counselthe International Underwriters, as the case may be) receiving from the Company all Conditions Precedent Documents as set out in Part A of the following conditions precedent on or before the Effective Date: (a) The Agent shall have received‎Schedule 3 and Part B of ‎Schedule 3, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent Joint Global Coordinators, not later than 8:00 p.m. on the Business Day immediately before the Hong Kong Prospectus Date and shall 8:00 p.m. on the Business Day immediately before the Listing Date, respectively, or such later date and/or time as the Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters) may agree; 2.1.2 the issue by the SEHK of a certificate of authorization of registration in respect of the Hong Kong Prospectus and the Green Application Form and the registration by the Registrar of Companies in Hong Kong of one copy of each of the Hong Kong Prospectus and the Green Application Form, duly certified by two Directors (or by their attorneys duly authorized in writing) as having been approved by resolutions of the Board and having attached thereto all necessary consents and documents required by section 342C (subject to any certificate of exemption granted pursuant to section 342A) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, not later than 7:00 p.m. on the Business Day before the Hong Kong Prospectus Date; 2.1.3 admission having occurred and become effective (either unconditionally or subject only to allotment and issue of the relevant Offer Shares, dispatch or availability for collection of share certificates in respect of the Offer Shares and/or such other conditions as may be acceptable to the Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters)) on or before the Listing Date (or such later date as the Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters) may agree in writing)) and Admission not subsequently having been withdrawn, revoked or withheld prior to the commencement of trading of the Shares on the SEHK; 2.1.4 admission of the Shares into CCASS having occurred and become effective (either unconditionally or subject only to the allotment and issue of the relevant Offer Shares, despatch or availability for collection of share certificates in respect of the Offer Shares and/or such other conditions as may be acceptable to the Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters)) on or before the Listing Date; 2.1.5 the Public Offer Price and the International Offer Price having been fixed, and the Price Determination Agreement having been duly completed and executed by the Borrower, the Agent Company and the BanksJoint Global Coordinators (for themselves and on behalf of the Underwriters), on the Price Determination Date (or such later date as applicable: the Joint Global Coordinators (ifor themselves and on behalf of the Underwriters)) This Agreementmay agree in writing) in accordance with Clause 2.5 and such agreement not subsequently having been terminated; (ii) Copies, certified by 2.1.6 the Secretary or an Assistant Secretary execution and delivery of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this International Underwriting Agreement and the other documents and transactions contemplated herebyStock Borrowing Agreement on or before the Price Determination Date; (iii) Copies, certified by its corporate secretary as of a recent date, 2.1.7 the obligations of the articles of incorporationInternational Underwriters under the International Underwriting Agreement having become unconditional in accordance with its terms, certificate of formation, and by-laws save for the condition therein relating to the obligations of the Borrower as in effect, or a certificate stating that there have been no changes to Hong Kong Underwriters under this Agreement (and any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (ivcondition for this Agreement becoming unconditional) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks International Underwriting Agreement not having been terminated in connection accordance with applicable “know your customer” and anti-money laundering rules and regulationsits terms or otherwise, including prior to 8:00 a.m. on the USA Patriot ActListing Date; and (v) Such additional documents2.1.8 the Warranties being true, certificates accurate, not misleading and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects not breached on and as of the date hereof; provided, however, that for purposes of this Agreement and the representations in Section 3.1 thereof, the annual dates and quarterly financial information referred to in such Section shall be times on which they are deemed to be repeated under this Agreement (as though they had been given and made on such dates and times by reference to the most recent such information furnished to each Bankfacts and circumstances then subsisting). (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The As a condition precedent to the effectiveness of this Loan Modification Agreement and the amendments set forth herein is subject Bank’s obligation to make further Advances under the fulfillmentRevolving Line, to the satisfaction of the Agent and its counsel, of Bank shall have received the following conditions precedent on documents prior to or before the Effective Date: (a) The Agent shall have receivedconcurrently with this Agreement executed by each Borrower, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and Bank: A. Bank shall be have received copies, certified by a duly completed and executed by the authorized officer of each Borrower, to be true and complete as of the Agent and the Banksdate hereof, as applicable: of each of (i) This Agreement; the governing documents of each Borrower as in effect on the date hereof, (ii) Copiesthe resolutions of each Borrower authorizing the execution and delivery of this Loan Modification Agreement, the other documents executed in connection herewith and each Borrower’s performance of all of the transactions contemplated hereby, and (iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized on behalf of each Borrower; B. a good standing certificate of each Borrower, certified by the Secretary or an Assistant of State of the state of incorporation of each respective Borrower, together with a certificate of foreign qualification from the Secretary of State (or comparable governmental entity) of each state in which each Borrower is qualified to transact business as a foreign entity, if any, in each case dated as of a recent date prior to the Borrower date hereof; C. certified copies, dated as of a recent date, of resolutions financing statement and other lien searches of each Borrower, as Bank may request and which shall be obtained by Bank, accompanied by written evidence (including any UCC termination statements) that the board of directors of the Borrower Liens revealed in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered searched either (i) will be terminated prior to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks or in connection with applicable “know your customer” and anti-money laundering rules and regulationsthe Loan Modification Effective Date, including or (ii) in the USA Patriot Actsole discretion of Bank, will constitute Permitted Liens; D. updated certificates of insurance; and (v) Such additional documents, certificates and information E. such other documents as the Agent or the Banks Bank may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The As a condition precedent to the effectiveness of this Loan Modification Agreement and the amendments set forth herein is subject Bank’s obligation to make further Advances under the fulfillmentRevolving Line, to the satisfaction of the Agent and its counsel, of Bank shall have received the following conditions precedent on documents prior to or before the Effective Date: (a) The Agent shall have receivedconcurrently with this Loan Modification Agreement, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent Bank: A. this Loan Modification Agreement duly executed on behalf of each Borrower and signed by way of acknowledgement by Guarantor; B. Bank shall be have received copies, certified by a duly completed and executed by the authorized officer of each Borrower, to be true and complete as of the Agent and the Banksdate hereof, as applicable: of each of (i) This Agreement; the governing documents of each Borrower as in effect on the date hereof, (ii) Copiesthe resolutions of each Borrower authorizing the execution and delivery of this Loan Modification Agreement, the other documents executed in connection herewith and each Borrower’s performance of all of the transactions contemplated hereby, and (iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized on behalf of each Borrower; C. a good standing certificate of each Borrower, certified by the Secretary or an Assistant of State of the state of incorporation of each respective Borrower, together with a certificate of foreign qualification from the Secretary of State (or comparable governmental entity) of each state in which each Borrower is qualified to transact business as a foreign entity, if any, in each case dated as of a date no earlier than thirty (30) days prior to the Borrower date hereof; D. certified copies, dated as of a recent date, of resolutions financing statement and other lien searches of each Borrower, as Bank may request and which shall be obtained by Bank, accompanied by written evidence (including any UCC termination statements) that the board of directors of the Borrower Liens revealed in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered searches will be terminated prior to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks or in connection with applicable “know your customer” the Loan Modification Agreement; E. updated evidence satisfactory to Bank that the insurance policies required for Borrower are in full force and anti-money laundering rules and regulationseffect, including the USA Patriot Acttogether with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and (v) Such additional documents, certificates and information F. such other documents as the Agent or the Banks Bank may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness obligation of Lenders to make the amendments set forth herein Loan is subject to the fulfillment, Borrower duly executing and/or delivering (or causing to the satisfaction of the Agent and its counsel, be executed and/or delivered) each of the following conditions precedent on or before the Effective Date: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, all of which shall documents to be in form and substance satisfactory to the Agent and shall be duly completed and executed by its counsel): (a) This Agreement, each of the BorrowerNotes, the Agent Warrants, the Consulting Warrants the Registration Rights Agreement, the Certificate of Designation and the Bankseach other instrument, as applicable: (i) This agreement and document to be executed and/or delivered pursuant to this Agreement; (iib) Copies, certified by the Secretary or an Assistant Secretary Payment to Zanett of the Borrower as Origination Fee; (c) The Consulting Warrants delivered to Zanett; (d) A certified copy of a recent date, of the resolutions of the board of directors of Borrower dated as of the Borrower in effect on the date hereof Closing Date, authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated herebyFinancing Documents; (iiie) CopiesCertified copies of the Articles or Certificate of Incorporation and Bylaws of Borrower, certified by its in each case with all amendments thereto; (f) The Certificate of the corporate secretary of Borrower as to the incumbency and specimen signatures of the officers of Borrower executing this Agreement and the other Financing Documents; (g) Certificates of status, as of a the most recent datedates practicable, of the articles Secretary of incorporation, certificate State of formation, Borrower's state of incorporation and by-laws of the each other state in which Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agentconducts business; (ivh) If A certificate, dated as of the Borrower qualifies as a legal entity customer under the Beneficial Ownership RegulationsClosing Date, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested signed by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant President of Borrower to the terms hereof or otherwise reasonably request. effect that: (bi) After giving effect to this Agreement, the representations and warranties set forth in the Credit Paragraph 6 of this Agreement shall be are true and correct in all material respects on and as of the date hereofClosing Date; providedand (ii) no Event of Default hereunder, howeverand no event which, that for purposes with the giving of notice or the passage of time, or both, would constitute an Event of Default, has occurred as of the representations in Section 3.1 thereof, Closing Date; (i) No material adverse event affecting Borrower shall have occurred since the annual and quarterly financial information referred to in such Section shall be deemed to be date of the most recent such information furnished financial statements of Borrower submitted to each Bank.the Agent; and (cj) No Default or Event The written opinion of Default shall have occurred and be continuing Borrower's counsel dated as of the date hereofClosing Date in the form of Exhibit "I" attached hereto.

Conditions Precedent. The effectiveness obligation of Purchaser to -------------------- purchase the amendments set forth herein Convertible Preferred Stock and Warrants pursuant to Section 2.2 hereof, is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Date: (a) The Agent condition that Purchaser shall have received, with copies or counterparts for each Bank as appropriateon the Closing Date, the following, all of which shall be each dated the Closing Date unless otherwise indicated, in form and substance satisfactory to the Agent Required Holders: (a) Favorable opinions of Camhy ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, counsel to Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Nevada counsel to Company, substantially in the form attached hereto as Exhibit E, it being understood that to the extent that such opinion of counsel to Company shall rely upon any other opinion of counsel, each such other opinion shall be in form and substance reasonably satisfactory to Purchaser and shall provide that Purchaser may rely thereon. (b) Resolutions of the board of directors of Company, certified by the Secretary or Assistant Secretary of Company, as of the Closing Date, to be duly completed adopted and in full force and effect on such date, authorizing (i) the consummation of each of the transactions contemplated by this Agreement and (ii) specific officers to execute and deliver this Agreement and each other Transaction Document to which it is a party. (c) Governmental certificates, dated the most recent practicable date prior to the Closing Date, with telegram updates where available, showing that Company is organized and in good standing in the jurisdiction of its organization and is qualified as a foreign corporation and in good standing in all other jurisdictions in which it is qualified to transact business. (d) True and correct copies, certified by the Secretary or Assistant Secretary of Company, of the document evidencing the terms of the Convertible Preferred Stock, which shall contain the terms set forth in Exhibit A attached hereto and evidence of the filing of the Certificate of Designation with the Secretary of State of the State of Nevada, it being understood that as soon as practicable after the Closing Date, Company shall file an amendment to the previously filed Certificate of Designation so as to conform it to the terms set forth in Exhibit A hereto. (e) A copy of the organizational charter and all amendments thereto of Company, certified as of a recent date by the Secretary of State of the State of Nevada, and copies of Company's by-laws, certified by the Secretary or Assistant Secretary of Company as true and correct as of the Closing Date. (f) The letter from Company to its accountants referred to in Section 5.1(c). (g) The Registration Rights Agreement and the Stockholders Agreement duly executed by the Borrower, the Agent and the Banks, as applicable:parties thereto. (ih) This Agreement; (ii) Copies, certified by Certificates of the Secretary or an Assistant Secretary of Company, dated the Borrower Closing Date, as of a recent date, of resolutions to the incumbency and signatures of the board officers of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to Company executing this Agreement, the Convertible Preferred Stock, the Warrants, each other Transaction Document to which it is a party and any other certificate or other document to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. (i) Certificate of the President of Company, dated the Closing Date, stating that all of the representations and warranties set forth of Company contained herein or in the Credit Agreement shall be other Transaction Documents are true and correct in all material respects on and as of the Closing Date as if made on such date hereof; provided, however, and that for purposes no breach of any covenant contained in Article V has occurred or would result from the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each BankClosing hereunder. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness of the amendments set forth herein Lender’s consent hereunder is subject to the fulfillment, to the satisfaction Lender having received each of the Agent and its counsel, of the following conditions precedent on or before the Effective Date: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent Lender and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicableits counsel: (ia) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance A fully executed original of this Agreement and the other documents and transactions contemplated hereby; (iii) Copiesin a form acceptable for recording, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes amendments to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower financing statements and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information documents as the Agent or the Banks Lender may require pursuant in order to create, perfect against Borrower and otherwise protect its security interests and liens on the terms hereof or otherwise reasonably requestMortgaged Property. (b) After giving effect to this AgreementSuch searches of the public records as Lender may deem necessary or advisable. (c) Copies of all agreements among Borrower, the representations Original Borrowers and warranties set forth other parties involved in the Credit Agreement Transfer relating in any way to the Transfer, including, without limitation, all warranty deeds and bills of sale transferring the Mortgaged Property, Chattels and/or Intangible Personalty from Original Borrowers to Borrower, all of which documentation must be satisfactory to Lender in its sole discretion. (d) Certified copies of each Borrower’s organizational documents, together with all amendments thereto, and evidence satisfactory to Lender that (i) Borrower is a limited liability company, duly organized, validly existing and in good standing under the laws of the States of organization, and qualified to do business and in good standing under the laws of the State of Illinois, and (ii) Borrower has the power and authority to enter into the Transfer and the Assumption and to perform its obligations under the Loan Documents. (e) Endorsements to the ALTA-form title insurance policy in force currently in the amount of the Loan naming Lender as insured mortgagee, issued by First American Title Insurance Company or a title insurance company acceptable to Lender, insuring that the Mortgage, as modified and assumed by Borrower hereby, constitutes a first priority lien on the Mortgaged Property, with such additional endorsements as may be required by Lender, and with no exceptions or exclusions other than the following: (i) Permitted Encumbrances, (ii) real property taxes for the year 2006 and subsequent years not yet due and payable, and (iii) such other exceptions as may be acceptable to Lender in its sole discretion. Borrower shall be true execute and correct deliver all affidavits and certifications required by the title insurance company in all material respects on order to issue endorsements (or a new policy) in compliance with the requirements of this Subsection. (f) A legal opinion of Borrower’s counsel, addressed to Lender and dated as of the date hereof; provided, howeverin form and substance satisfactory to Lender, opining that for purposes (i) the Assumption and the execution, delivery and/or assumption of the representations Loan Documents have been duly authorized by all necessary parties (other than Lender), (ii) the Loan Documents are binding and enforceable against Borrower in Section 3.1 thereofaccordance with their terms, and (iii) the annual Environmental Indemnity and quarterly financial information referred to Guaranty are binding and enforceable against Guarantor in accordance with their terms, and addressing such Section shall be deemed to be other matters (including the most recent such information furnished to each Bankgood standing, authority and due execution and delivery by Borrower and Guarantor) as Lender may reasonably require. (cg) No Default or Event Such financial and other information regarding Borrower as Lender may reasonably require. (h) Payment of Default shall have occurred all costs and be continuing as of expenses (including reasonable attorneys fees) incurred by Lender in connection with the date hereofTransfer and Assumption.

Conditions Precedent. The effectiveness As conditions precedent to the making of the amendments set forth herein is subject to the fulfillmentLoan, to the satisfaction of the Agent and its counsel, each of the following conditions precedent shall be satisfied prior to the execution and delivery of this Agreement, the closing of the Loan and the funding of the Initial Advance Amount on or before the Effective Date:Date (provided that (i) the execution and delivery of this Agreement by Administrative Agent and Lenders shall mean that each of such conditions are deemed satisfied as of such date and (ii) the conditions precedent set forth in this Section 3.1 shall only apply as conditions precedent to the funding of the Initial Advance Amount with any funding of an Advance after the Effective Date occurring subject to the conditions precedent set forth in Section 3.4): (a) The Administrative Agent shall have receivedreceived and approved documentation regarding Borrower’s and Guarantor’s capital structure, with any other documents or agreements of any kind reasonably requested by Administrative Agent concerning the financial condition of Borrower or Guarantor (in the form previously delivered to Administrative Agent), and Administrative Agent shall have approved the current financial condition of Borrower and Guarantor. (b) Administrative Agent shall have received and approved, from Borrower, and Guarantor copies certified as true and complete of the following documents from the applicable governmental authority: (i) the articles or counterparts for certificate of incorporation, certificate of partnership, or certificate of limited liability company, as applicable; and (ii) good standing certificates or certificates of existence from the jurisdictions in which each Bank such Person is organized and/or qualified to do business dated not more than thirty (30) days prior to the Effective Date. Administrative Agent shall have received and approved true and complete copies of the by-laws, partnership agreement or operating agreement, as appropriateapplicable, of Borrower, and Guarantor, certified as of the followingEffective Date as complete and correct copies thereof by the Secretary or an Assistant Secretary, general partner, manager or other authorized representative reasonably acceptable to Administrative Agent, of such Person. (c) The Borrower shall have executed and delivered to Administrative Agent or shall have caused to be executed and delivered to Administrative Agent all of Loan Documents and Other Related Documents, which Loan Documents and Other Related Documents shall be in form and substance satisfactory to the Administrative Agent and Administrative Agent shall have received and approved all other documents, instructions, and forms of evidence or other materials requested by Administrative Agent under the terms of this Agreement or any of the other Loan Documents, including without limitation, certificates of insurance satisfactory to Administrative Agent as may be required by Administrative Agent pursuant to this Agreement. (d) Administrative Agent shall have received and approved a current survey of the Property and prepared by a licensed surveyor acceptable to Administrative Agent and title insurer who shall certify such survey to Administrative Agent, Lenders and the title insurer (Administrative Agent acknowledges that the Survey delivered to Administrative Agent prior to the closing of the Loan shall satisfy this requirement). (e) Administrative Agent shall have received and approved UCC, tax and judgment lien searches on the Property, Collateral, the Borrower and Guarantor, as requested by Administrative Agent, showing no liens or violations, dated not more than thirty (30) days prior to the Effective Date. (f) Administrative Agent shall have received the Title Policy, which shall be duly completed in form and executed by substance and with endorsements acceptable to Administrative Agent and which shall, among other things, insure the first priority lien of the Deed of Trust, subject only to such exceptions as Administrative Agent shall have approved in its sole and absolute discretion, and address such other matters as Administrative Agent may require. (g) Administrative Agent shall have received and approved the Borrower’s standard form of lease, if any, to be used in connection with the Agent Property. (h) Administrative Agent’s internal loan committee shall have given final internal credit and underwriting approval for the Banks, as applicable:Loan. (i) This Agreement;Administrative Agent shall have received an Appraisal confirming to the satisfaction of Administrative Agent that the LTV (As-Is) does not exceed sixty-five percent (65%) and the LTV (As-Stabilized) does not exceed 60%. (iij) CopiesAdministrative Agent shall have received a copy of the resolutions, certified by the Secretary or an Assistant Secretary in form and substance satisfactory to Administrative Agent, of the Borrower as of a recent dateand Guarantor, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement the Loan Documents and Other Related Documents to which such Person is a party and the other documents and transactions contemplated hereby;thereby, certified as of the Effective Date by the Secretary or an Assistant Secretary, general partner, manager or other authorized representative reasonably acceptable to Administrative Agent, as applicable, which certificates shall be in form and substance satisfactory to Administrative Agent and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded. (k) No litigation or other proceeding shall be filed, pending or threatened in writing against the Property, Borrower or Guarantor which are reasonably likely to have a Material Adverse Effect. (l) No law, rule, regulation or court or administrative decision is reasonably likely to have a Material Adverse Effect. (m) Administrative Agent shall be satisfied that no material adverse change has occurred to Borrower, Guarantor or the Property, including without limitation that there has not occurred: (i) a material decline in the financial condition of Borrower or any Guarantor; (ii) the downgrading of Borrower’s or any Guarantor’s credit rating; (iii) Copiesa materially adverse change in the physical condition of the Property; or (iv) a change in market conditions which could affect the value and/or leasing of the Property. (n) Administrative Agent shall have reviewed and approved the Management Agreement. (o) Administrative Agent shall have received payment for all fees, certified costs and expenses required to be paid by Borrower under this Agreement. (p) Administrative Agent shall have received environmental reports and property condition report for the Improvements satisfactory to it in its corporate secretary sole discretion. (q) The Borrower shall have delivered to Administrative Agent all opinions from counsel as Administrative Agent may reasonably require, including, without limitation, due execution and authority opinions and enforceability opinions, in form and substance satisfactory to Administrative Agent. (r) The Borrower shall have delivered all insurance certificates with respect to the policies required hereunder. (s) Administrative Agent shall have received and approved all Existing Leases affecting the Property as of the date hereof and Borrower shall have delivered to Administrative Agent a recent date, certified copy of the articles of incorporation, certificate of formation, and by-laws rent roll for the Property. (t) Administrative Agent shall have received a chart showing the organizational structure of the Borrower as in effect, or a certificate stating and Guarantor that there have been no changes is certified by Borrower to any such documents since the most recent date, be true and correct copies thereof were delivered and that is reasonably acceptable to the Administrative Agent;. (ivu) If Administrative Agent shall have received evidence that the Borrower qualifies as a legal entity customer under the Beneficial Ownership RegulationsProperty complies with applicable zoning and land use laws (which evidence may include, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information if requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulationsAdministrative Agent, including the USA Patriot Act; anda third party zoning report). (v) Such additional documents, certificates All Property Taxes then due and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably requestpayable shall have been paid. (bw) After All Liens, other than Permitted Liens, upon the Collateral shall have been discharged (regardless of whether insured by the Title Policy delivered to Administrative Agent). (x) Administrative Agent shall have received (1) executed estoppel certificates from (i) tenants representing at least 75% of the total leased area of the Property and (ii) each of (I) Lockton Companies, LLC – Pacific Series, (II) O▇▇▇▇▇, H▇▇▇▇▇▇▇▇▇ & S▇▇▇▇▇▇▇▇, LLP (II) National Union Fire Insurance Company of Pittsburgh, Pa., (IV) A▇▇▇▇▇ & P▇▇▇▇▇ K▇▇▇ ▇▇▇▇▇▇▇ LLP, and (V) Nossaman LLP, in each case in form and substance satisfactory to Administrative Agent and (2) subordination, non-disturbance and attornment agreement, in form and substance satisfactory to Administrative Agent, from each of (I) Lockton Companies, LLC – Pacific Series, (II) O▇▇▇▇▇, H▇▇▇▇▇▇▇▇▇ & S▇▇▇▇▇▇▇▇, LLP (II) National Union Fire Insurance Company of Pittsburgh, Pa., (IV) A▇▇▇▇▇ & P▇▇▇▇▇ K▇▇▇ ▇▇▇▇▇▇▇ LLP, and (V) Nossaman LLP. (y) The Borrower and the Guarantor shall have satisfied Administrative Agent’s Patriot Act requirements. (z) Administrative Agent shall have received an operating statement of the Borrower for the year ending December 31, 2018, and the quarter ending June 30, 2019. (aa) Administrative Agent shall have received copies of all Material Contracts. (bb) Administrative Agent shall be satisfied that the Debt Yield shall, after giving effect to this Agreementthe funding of the Initial Advance Amount, the representations and warranties be equal to or greater than 7.0%. (cc) Administrative Agent shall have received any other documentation or information that it shall have reasonably requested. Unless set forth in writing to the Credit Agreement contrary in a separate instrument delivered to Borrower prior to closing, the making of its Loans by a Lender shall be true constitute a confirmation by such Lender to the Administrative Agent and correct in all material respects on and the other Lenders that insofar as of such Lender is concerned the date hereof; provided, however, that for purposes of Borrower has satisfied the representations conditions precedent set forth in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank3.1. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness obligation of Lender to make the amendments set forth herein Loan is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Dateconditions: (aA) The Agent Each Lease shall have receivedbeen duly executed and delivered by the respective Borrower and the Tenant, with copies or counterparts for each Bank as appropriate, the following, all of which and shall be in form good standing and substance satisfactory in full force and effect, and each Lease shall have been collaterally assigned to the Collateral Agent and shall be duly completed and executed in a form approved by the Borrower, the Agent and the Banks, as applicable: (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably requestLender. (bB) After giving effect to this AgreementNo Default (as hereafter defined) has occurred and all representations, the representations warranties and warranties set forth covenants contained herein and in the Credit Agreement other Loan Documents shall be true and correct in all material respects on respects. (C) All corporate and legal proceedings, and all instruments and agreements in connection with the transactions contemplated in this Agreement, including, without limitation, a marked-up title commitment for each Property, shall be reasonably satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, if any, which Lender may reasonably have requested in connection therewith. (D) Each Loan Document shall be duly executed and delivered; each in a form approved by the Lender and the Lender has received evidence to the effect that all conditions precedent to the effectiveness thereof shall have been satisfied; (E) With respect to each Borrower, the following shall be provided: (i) the certificate of limited partnership of the Borrower certified, as of a date no more than forty-five (45) days prior to the Funding Date, by the Secretary of State of its state of organization; (ii) a certificate of existence or good standing, dated no more than forty-five (45) days prior to the Funding Date, from the respective Secretary of State of its state of organization and the primary state in which the Borrower conducts business and is required to qualify, or represents that it is qualified, to do business; (iii) a certificate of the Secretary of the general partner of the Borrower certifying as of the date hereof; provided, however, that for purposes Funding Date: (a) the names and true signatures of the representations in Section 3.1 thereofpersons authorized on behalf of the Borrower to sign this Agreement, (b) a copy of the annual Borrower's partnership agreement, and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event a copy of Default the resolutions of the general partner of the Borrower approving the Loan Documents to which it is a party and the transactions contemplated hereby and thereby; (F) the Note shall have occurred been duly executed and delivered by the Borrowers to the Lender, and held by the Collateral Agent, and shall be continuing in full force and effect; (G) Certified copies of requests for information or copies on form UCC-11 (or a similar search report) certified by a party acceptable to the Lender, dated a date no more than forty-five (45) days prior to the Funding Date listing all effective financing statements and other similar instruments and documents which name the Borrowers as debtor, together with copies of such financing statements; (H) Any necessary third party (including any governmental authority) consents to the closing of the date hereoftransactions contemplated by this Agreement on behalf of the Borrowers in form and substance satisfactory to the Lender shall have been obtained; (I) Borrowers shall have executed financing statements (form UCC-1), in respect of the Collateral naming the Borrowers as the debtor, Lender as secured party and the Collateral Agent as assignee of the secured party, or other, similar instruments or documents, as may be necessary or, in the opinion of the Lender, desirable under the UCC of all appropriate jurisdictions or any other applicable law to perfect the Collateral Agent's interests in all of the Properties; (J) Opinions of counsel to the Borrowers in form and substance satisfactory to Lender shall have been delivered; (K) Confirmation shall have been obtained from Standard & Poor's and Fitch, Inc. that their respective ratings of Voyager's commercial paper notes will not be downgraded or withdrawn as a direct result of the transactions contemplated by the Loan Documents; (L) Such other approvals, consents, opinions, documents and instruments, as the Lender or the Liquidity Agent may reasonably request shall be provided.

Conditions Precedent. Section 22.1 The effectiveness obligation of the amendments Owner to contract with the Manager to manage the operation and leasing of the Owner Containers as herein set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent on or before the Effective Date: (a) The Agent the Owner having received corporate resolutions of the Manager authorizing the execution, delivery and performance hereof, certified as true, complete and correct copies thereof by an authorized officer of the Manager, and an incumbency certificate in respect of the officers of the Manager authorized to execute and deliver this Agreement; (b) each of the Related Documents having been duly and properly authorized, executed and delivered by the respective parties thereto and shall have be in full force and effect on and as of the Closing Date; and (c) the Owner having received, with copies or counterparts for each Bank as appropriateno later than the Funding Date, legal opinions from counsel to the followingManager and the Submanager, all of which shall be in form and substance satisfactory to the Agent Owner and shall its counsel, which opinions may be duly completed and executed by the Borrower, the Agent and the Banks, as applicable:from in-house counsel. (i) This Agreement; (ii) Copies, certified by the Secretary or an Assistant Secretary Section 22.2 The obligation of the Borrower Manager to contract with the Owner to manage the operation and leasing of the Owner Containers as of a recent date, of herein set forth is subject to (a) the Manager having received corporate resolutions of the board of directors of the Borrower in effect on the date hereof Owner authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copieshereof, certified by its corporate secretary as of a recent datetrue, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true complete and correct copies thereof were delivered by an authorized officer of the Owner, and an incumbency certificate in respect of the officers of the Owner authorized to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower execute and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Actdeliver this Agreement; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreementeach of the Related Documents having been duly and properly authorized, executed and delivered by the representations respective parties thereto and warranties set forth in the Credit Agreement shall be true in full force and correct in all material respects effect on and as of the date hereofClosing Date; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default the Manager and Interpool Containers Limited, as Submanager, shall have occurred received, no later than the Funding Date, legal opinions from counsel to the Owner, in form and be continuing as of substance satisfactory to the date hereofManager and its counsel.

Conditions Precedent. The effectiveness This Amendment shall be effective as of the amendments set forth herein is subject date hereof when the Lender shall have received an executed original hereof, together with each of the following, each in substance and form acceptable to the fulfillment, to the satisfaction of the Agent and Lender in its counsel, of the following conditions precedent on or before the Effective Datesole discretion: (a) The Agent shall have receivedThat certain Warrant Agreement dated as of even date herewith, with copies or counterparts for each Bank as appropriate, by and between the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent Borrower and the Banks, as applicable:Lender. (ib) This Agreement;That certain First Amendment to Registration Rights Agreement dated as of even date herewith by and between the Borrower and the Lender. (iic) Copies, certified by That certain Warrant Certificate dated as of even date herewith. (d) A Certificate of the Secretary or an Assistant Secretary of the Borrower certifying as of a recent date, of to (i) the resolutions of the board of directors of the Borrower in effect on approving the date hereof authorizing the execution, execution and delivery and performance of this Agreement Amendment, (ii) the fact that the certificate of incorporation and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, bylaws of the articles of incorporationBorrower, certificate of formation, which were certified and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require Lender pursuant to the terms hereof Certificate of Secretary dated as of February 3, 2003, continue in full force and effect and have not been amended or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties modified except as set forth in the Credit Agreement shall Certificate to be true delivered, and correct in all material respects on (iii) certifying that the officers and agents of the Borrower who have been certified to the Lender, pursuant to the Certificate of Secretary dated as of the date hereof; providedFebruary 3, however2003, that for purposes as being authorized to sign and to act on behalf of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed Borrower continue to be so authorized or setting forth the most recent such information furnished sample signatures of each of the officers and agents of the Borrower authorized to each Bankexecute and deliver this Amendment and all other documents, agreements and certificates on behalf of the Borrower. (ce) No Default or Event That certain Amendment to Deed of Default shall have occurred Trust, Security Agreement, Assignment of Rents and be continuing Fixture Financing Statement by and between the Borrower and the Lender. (f) Financing statement amendments as the Lender may require. (g) Payment of the date hereoffee described in Paragraph 9. (h) Such other matters as the Lender may require.

Conditions Precedent. The As a condition precedent to the effectiveness of this Loan Modification Agreement and the amendments set forth herein is subject Bank’s obligation to make further Credit Extensions, the fulfillment, to the satisfaction of the Agent and its counsel, of Bank shall have received the following conditions precedent on documents or before the Effective Date: (a) The Agent shall have receivedpayments prior to or concurrently with this Agreement, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be Bank: A. copies, certified by a duly completed and executed by the authorized officer of each Borrower, to be true and complete as of the Agent and the Banksdate hereof, as applicable: of each of (i) This Agreement; (ii) Copiesthe governing documents of each Borrower, certified by the Secretary or an Assistant Secretary of the Borrower respectively, as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof (but only to the extent modified since last delivered to the Bank), (ii) the resolutions of each Borrower, respectively, authorizing the execution, execution and delivery and performance of this Agreement and Loan Modification Agreement, the other documents executed in connection herewith and each Borrower’s respective performance of all of the transactions contemplated hereby; hereby (but only to the extent required since last delivered to Bank), and (iii) Copies, certified by its corporate secretary as an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized (but only to the extent any signatories have changed since such incumbency certificate was last delivered to Bank); B. a certificate of the Secretary of State (or similar entity) of the applicable jurisdiction of organization of a recent date, date as to each Borrower’s respective existence and good standing; C. results of the articles of incorporation, certificate of formation, UCC searches and by-laws of the Borrower other searches as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered necessary with respect to the AgentCollateral indicating no Liens (other than the Liens of Bank or Permitted Liens) and otherwise in form and substance satisfactory to the Bank; (iv) If D. an Acknowledgement and Reaffirmation of Subordination Agreement from TMX Interactive, Inc., together with the Borrower qualifies duly executed signature pages thereto; E. updated evidence of insurance; F. updated/ supplements to the Perfection Certificate for each Borrower, as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Actnecessary; and (v) Such additional documents, certificates and information G. such other documents as the Agent or the Banks Bank may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness of the amendments set forth herein is subject 7.01 NAANOVO agrees to the fulfillment, provide to the satisfaction of the Agent and its counsel, of INTERNATIONAL POWER as soon as possible after executing this document the following conditions precedent on or before items for the Effective Date: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by the Borrower, the Agent and the Banks, as applicableWTE plant: (i) This Agreementcopies of the Memorandum and Articles of Association of NAANOVO, as certified by the company secretary of NAANOVO in a manner satisfactory to INTERNATIONAL POWER; (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, copies of resolutions adopted by NAANOVO's Board of the board of directors of the Borrower in effect on the date hereof Directors authorizing the execution, delivery and performance by NAANOVO of this Agreement and certified by the other documents and transactions contemplated herebycompany secretary of NAANOVO in a manner satisfactory to INTERNATIONAL POWER; (iii) Copiesa general contractor's completion/performance bond or guarantee fom a financial institution acceptable to INTERNATIONAL POWER for NAANOVO's obligations under Clause 5; and (iv) a copy of the Articles of Incorporation of NAANOVO MEXICO WTE S.A. as registered with the applicable Mexican authority, certified by the company secretary in a manner satisfactory to INTERNATIONAL POWER as soon as possible after this company is formed. 7.02 INTERNATIONAL POWER agrees to provide NAANOVO as soon as possible after executing this document the following items in a form and substance satisfactory to NAANOVO, unless this condition or any part of it is waived by NAANOVO: (i) copies of the Charter and By-Laws of INTERNATIONAL POWER, and of resolutions adopted by its Board of Directors authorizing the execution delivery and performance by INTERNATIONAL POWER of this Agreement, each certified by the corporate secretary of INTERNATIONAL POWER in a manner satisfactory to NAANOVO; (ii) copies of such consents, licenses, permits, approvals, and registrations by or with any governmental agency or other authority in the USA as may be necessary to ensure the validity and binding effect of this Agreement and to permit the performance by INTERNATIONAL POWER of its obligations under this Agreement; (iii) a recent date, certificate of the articles corporate secretary of incorporation, certificate of formation, INTERNATIONAL POWER confirming that all necessary corporate and by-laws of the Borrower as in effect, or a certificate stating that there other approvals and actions have been no changes to any such documents since duly obtained and taken for the most recent dateexecution, true delivery and correct copies thereof were delivered to the Agentperformance by INTERNATIONAL POWER of this Agreement; (iv) If a copy of the Borrower qualifies as deed or lease to INTERNATIONAL POWER of the Site, certified by the corporate secretary of INTERNATIONAL POWER in a legal entity customer manner satisfactory to NAANOVO together with the agreement of the lesser, if any, and INTERNATIONAL POWER that, in the event INTERNATIONAL POWER shall fail to pay any rental or perform any of its obligation when due under the Beneficial Ownership Regulationssaid lease, an executed Certificate of Beneficial Ownership NAANOVO or its assignee shall be entitled, at its sole option, to pay such rental or perform such obligation on behalf and for the Borrower and such other documentation and other information requested by account or INTERNATIONAL POWER; () evidence that the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent lease or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information deed referred to in such Section shall be deemed to be paragraph (iv) above has been recorded in the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as office of the date hereof.Register of Deeds or other such office of the applicable land authority and that NAANOVO's interest in the Site has been duly recorded on such lease or deed and in the office of the Register of Deeds; and

Conditions Precedent. The effectiveness This Amendment shall be effective as of the amendments set forth herein Second Amendment Effective Date and its effectiveness is subject to the fulfillment, to the satisfaction of or waiver by the Agent and its counsel, Bank of all of the following conditions precedent on or before the Effective Dateprecedent: (a) The Agent shall have received2.01. Delivery by the Authority of an executed counterpart of this Amendment. 2.02. Delivery by the Authority of an executed MTA RAN issued to the Bank and registered in the name of the Bank. 2.03. Certified copies of resolutions of the Authority approving this Amendment and all other documents, with copies including records of proceedings of the Authority, instruments, governmental approvals, third-party approvals and opinions as the Bank and its counsel may reasonably request evidencing any other necessary action, including without limitation an amendment or counterparts for each Bank as appropriate, supplement to the following, all of which shall be Section 16 Certificate in form and substance satisfactory to the Agent Bank. 2.04. A certificate of the Authority stating the names and shall true signatures of the officers of the Authority authorized to sign this Amendment and the other documents to be duly completed and executed delivered by the BorrowerAuthority hereunder. 2.05. A certificate or certificates of the Authority stating that since the date of the Authority’s most recent audited financial statements, except as may have been disclosed to the Agent and Bank in writing prior to the BanksSecond Amendment Effective Date, as applicable:no material adverse change has occurred in the financial position, results of operations or prospects of the Authority. (i) This Agreement;An opinion of Note Counsel dated the Second Amendment Effective Date addressed to the Bank in form and substance satisfactory to the Bank and its counsel, and addressed to the Authority and the Bank, as to the due authorization, execution and delivery, validity and enforceability with respect to the Authority of this Amendment and (ii) Copiesan opinion of Note Counsel dated the Second Amendment Effective Date addressed to the Authority, certified by in form and substance satisfactory to the Secretary or an Assistant Secretary Bank and its counsel, and addressed to the Bank as to the due authorization, execution and delivery, validity and enforceability with respect to the Authority of the Borrower as of a recent dateMTA RANs, of resolutions of the board of directors of Transportation Resolution, the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement RANs Resolution and the other documents and transactions contemplated hereby; Section 16 Certificate (iiias amended or supplemented as set forth above) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information matters as reasonably requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; andBank; (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant 2.07. All other legal matters pertaining to the terms hereof or otherwise reasonably request. (b) After giving effect to execution and delivery of this Agreement, the representations and warranties set forth in the Credit Agreement Amendment shall be true reasonably satisfactory to the Bank and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bankits counsel. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness of the amendments set forth herein this Amendment and -------------------- Restatement is subject to receipt by the fulfillment, to the satisfaction Administrative Agent of each of the Agent and its counsel, of the following conditions precedent on or before the Effective Date: (a) The Agent shall have received, with copies or counterparts for following; each Bank as appropriate, the following, all of which shall be in form and substance satisfactory to the Agent Administrative Agent: (a) Counterparts of this Amendment and shall be duly completed and Restatement executed by each of parties hereto; (b) The closing fee referred to in Section 3 below; (c) The declaration of trust of the Borrower, Borrower certified as of a recent date by the Agent Maryland State Department of Assessments and Taxation; (d) A good standing certificate issued as of a recent date by the BanksMaryland State Department of Assessments and Taxation and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable: (i) This Agreementof each state in which the Borrower is required to be so qualified; (iie) Copies, A certificate of incumbency signed by the Secretary or Assistant Secretary of the Borrower with respect to each of the officers of the Borrower authorized to execute and deliver this Amendment and Restatement; (f) Certified copies (certified by the Secretary or an Assistant Secretary of the Borrower as Borrower) of a recent date, all action taken by the Borrower's Board of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing Trustees to authorize the execution, delivery and performance of this Agreement Amendment and the other documents and transactions contemplated herebyRestatement; (iiig) CopiesThe articles of incorporation, articles of organization, certificate of limited partnership or other comparable organizational instrument (if any) of each Material Subsidiary (excluding any Non-Guarantor Subsidiary) certified by its corporate secretary as of a recent date, date by the Secretary of State of the articles state of incorporation, certificate formation of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the AgentMaterial Subsidiary; (ivh) If A certificate of good standing or certificate of similar meaning with respect to each Material Subsidiary (excluding any Non-Guarantor Subsidiary) issued as of a recent date by the Borrower qualifies Secretary of State of the state of formation of each such Material Subsidiary and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Material Subsidiary is required to be so qualified; (i) A certificate of incumbency signed by a Vice President, the Treasurer, the Secretary or an Assistant Secretary (or other individual performing similar functions) of each Material Subsidiary (excluding any Non-Guarantor Subsidiary) with respect to each of the officers of such Material Subsidiary authorized to execute and deliver this Amendment and Restatement; (j) Copies certified by a Vice President, the Treasurer, the Secretary or an Assistant Secretary (or other individual performing similar functions) of each Material Subsidiary (excluding any Non-Guarantor Subsidiary) of (i) the by- laws of such Material Subsidiary, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity customer under and (ii) all corporate, partnership, member or other necessary action taken by such Material Subsidiary to authorize the Beneficial Ownership Regulationsexecution, an executed Certificate delivery and performance of Beneficial Ownership for the Borrower Amendment and such Restatement and any other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot ActLoan Documents to which it is a party; and (vk) Such additional other documents, certificates agreements and information instruments as the Administrative Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness of Lender shall not be obligated to release the amendments set forth herein is subject Loan to the fulfillment, to the satisfaction of the Agent and its counsel, of Borrower hereunder until the following conditions precedent on or before the Effective Datehave been satisfied: (a) The Agent Security Agreement and all transactions contemplated by this Agreement and the Security Agreement shall have received, with copies or counterparts for each Bank as appropriatebeen duly authorized by the Borrower. The Borrower shall have duly executed and delivered to the Lender this Agreement, the following, all of which shall be Note and the Security Agreement in form and substance reasonably satisfactory to the Agent Lender and shall be duly completed its counsel. (b) On the date hereof and executed by on the date the Loan (or any part thereof) is released to the Borrower, all representations and warranties made by the Agent Borrower in paragraph 5 of this Agreement or otherwise in writing in connection herewith shall be true and correct in all material respects with the Bankssame effect as though such representations and warranties had been made on and as of today's date, except that representations and warranties expressly limited to a certain date shall be true and correct as applicableof that date. (c) On or before the date hereof, there shall have been delivered to the Lender the following supporting documents: (i) This Agreement;legal existence and corporate good standing certificates with respect to the Borrower dated as of a recent date issued by the Secretary of State or other officials of its state of organization. (ii) Copies, certified by a certificate of the Secretary or an Assistant Secretary of the Borrower certifying as of a recent date, of resolutions to (i) the By-Laws of the board of directors of the Borrower Borrower, as in effect on the date hereof hereof; (ii) the incumbency and the signatures of the officers of the Borrower who have executed any documents in connection with the transactions contemplated by this Agreement; and (iii) the resolutions of the Board of Directors and, to the extent reacquired by law, the shareholders, of the Borrower authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, making of the articles of incorporation, certificate of formationLoan hereunder, and by-laws the execution and delivery of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot ActNote; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.

Conditions Precedent. The effectiveness of 5.1. Initial Advance Lender's obligation to make the amendments set forth herein initial Warehousing Advance, is subject to the fulfillmentsatisfaction, to in the satisfaction sole discretion of the Agent and its counselLender, of the following conditions precedent on or before the Effective Dateprecedent: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, Lender must receive the following, all of which shall must be satisfactory in form and substance satisfactory content to the Agent and shall be duly completed and executed by the BorrowerLender, the Agent and the Banks, as applicablein its sole discretion: (i1) This Agreement;The Warehousing Note and this Agreement duly executed by each Borrower. (ii2) CopiesFirst NLC's articles of organization, together with all amendments, as certified by the Secretary of State of Florida, First NLC's operating agreement, together with all amendments, certified by the Secretary assistant secretary of First NLC, or an Assistant Secretary a certificate of First NLC stating that there has been no change in either First NLC's articles of organization or operating agreement since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 60 days of the Borrower as date of this Agreement, together with a recent datecertification from the Franchise Tax Board or other state tax authority stating that First NLC is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of resolutions all of the board managers of directors of the Borrower in effect on the date hereof First NLC authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents and transactions contemplated hereby;to be delivered by First NLC under this Agreement. (iii4) CopiesA certificate as to the incumbency and authenticity of the signatures of the managers of First NLC executing this Agreement and the other Loan Documents. (5) NLC, Inc.'s charter, together with all amendments, as certified by the Secretary of State of Tennessee, NLC, Inc.'s bylaws, together with all amendments, certified by its the corporate secretary as or assistant secretary of a recent dateNLC, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effectInc., or a certificate of NLC, Inc. stating that there have has been no changes to any such documents change in either NLC, Inc.'s charter or bylaws since the most recent date, true and correct copies thereof were those delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” the Existing Agreement, and anti-money laundering rules and regulationscertificates of good standing dated within 60 days of the date of this Agreement, including together with a certification from the USA Patriot Act; andFranchise Tax Board or other state tax authority stating that NLC, Inc. is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (v6) Such additional documentsA resolution, certificates consent or approval of all of the board of directors of NLC, Inc. authorizing the execution, delivery and information performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by NLC, Inc. under this Agreement. (7) A certificate as the Agent or the Banks may require pursuant to the terms hereof incumbency and authenticity of the signatures of the officers of NLC, Inc. executing this Agreement and the other Loan Documents. (8) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by each Borrower in the conduct of its business. (9) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or otherwise reasonably requestas permitted under this Agreement. (10) Copies of each Borrower's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the provisions of Section 7.9. (11) Receipt by Lender of any fees due on the date of this Agreement. (b) After giving effect to this AgreementIf, the representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof; providedof this Agreement, howeverBorrower has any indebtedness for borrowed money to any of its managers, that for purposes members or Affiliates of the representations any manager or member or any director, officer or shareholder of any manager, member or Affiliate of any manager or member, which indebtedness has a term of more than 1 year or is in Section 3.1 thereofexcess of $25,000, the annual Person to whom Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and quarterly financial information referred to in such Section shall be deemed Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the manager of First NLC or the corporate secretary of NLC, Inc. to be the most recent such information furnished to each Bank. (c) No Default or Event of Default shall have occurred true and be continuing complete and in full force and effect as of the date hereofof the Warehousing Advance.

Conditions Precedent. The effectiveness obligations of the amendments set forth herein is subject to Bank under Sections 4, 5 and 7 of this Agreement, and the fulfillmentenforceability of the terms and conditions of Sections 4, to 5 and 7 of this Agreement against the Bank, are conditioned expressly upon the satisfaction of the Agent and its counsel, of following conditions: a. The Borrowers each shall have delivered or caused to be delivered to Bank the following conditions precedent on or before the Effective Date: (a) The Agent shall have received, with copies or counterparts for each Bank as appropriate, the followingdocuments and instruments, all of which shall be satisfactory in form and substance to Bank and its counsel: i. this Agreement executed by each of the Borrowers, along with all of the Exhibits to this Agreement; ii. certified management representations that all tax obligations of the Borrowers have been paid; iii. proof satisfactory to the Agent Bank that all of the Borrowers are in good standing and shall be duly completed existence and that each of them is authorized to enter into the transactions described herein; iv. such security documents, duly-executed by the BorrowerBorrowers, as necessary for the Agent Bank to obtain perfected security interests and liens in all of the Collateral and the BanksAdditional Collateral; and v. delivery to Bank of certificates or other documents evidencing the Borrowers' ownership interests in (1) ▇▇▇▇▇▇▇▇, as applicable:(2) DTEK Canada, (3) DTEK Signs, (4) ▇▇▇▇▇▇▇▇, and (5) AmeriVision Outdoor, Inc. b. the Borrowers shall have paid in cash all the reasonable legal fees and expenses (including, without limitation, any and all recording costs) of both the Bank and the Participant incurred through the date on which the Borrowers sign and deliver this Agreement to the Bank; c. the receipt by Bank of the Participant's written consent to (i) This the waiver of the Pre- July Events of Default, (ii) the making of the advances under the Revolving Loan Agreement during the Forbearance Period under the terms and conditions of this Agreement, and (iii) such other transactions contemplated by this Agreement as may require the prior written consent of the Participant under the Participation Agreement; (ii) Copiesd. except as referenced in Schedules 1 and 2 attached hereto, certified by the Secretary or an Assistant Secretary of the Borrower as of a recent date, of resolutions of the board of directors of the Borrower in effect on the date hereof authorizing the execution, delivery and performance of this Agreement and the other documents and transactions contemplated hereby; (iii) Copies, certified by its corporate secretary as of a recent date, of the articles of incorporation, certificate of formation, and by-laws of the Borrower as in effect, or a certificate stating that there have been no changes to any such documents since the most recent date, true and correct copies thereof were delivered to the Agent; (iv) If the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulations, an executed Certificate of Beneficial Ownership for the Borrower and such other documentation and other information requested by the Agent and the Banks in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (v) Such additional documents, certificates and information as the Agent or the Banks may require pursuant to the terms hereof or otherwise reasonably request. (b) After giving effect to this Agreement, the all representations and warranties of the Original Borrowers to the Bank set forth herein, in the Credit Loan Agreement or other Loan Documents, or in any other agreement between the Original Borrowers and the Bank relating hereto shall be true accurate and correct complete in all material respects on and as of the date hereof; provided, however, that for purposes of the representations in Section 3.1 thereof, the annual and quarterly financial information referred to in such Section shall be deemed to be the most recent such information furnished to each Bankthis Agreement. (c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.