Common use of Initial Advance Clause in Contracts

Initial Advance. Borrower shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. Borrower On or prior to the Closing Date, Borrowers shall have delivered to Lender each Agent the following: (a) duly executed copies of the following, in form and substance satisfactory acceptable to Lender Agent: (i) this Agreement; (ii) the completed ACH Authorization; (iii) Account Control Agreements with respect to all Deposit Accounts and any accounts where Investment Property is maintained, as required by Section 7.12 hereof; (iv) a duly executed certificate of an officer of each Borrower certifying and attaching copies of (A) the Charter, certified as of a recent date on which each by the jurisdiction of organization of such Borrower as in effect as of the following shall have been so delivered is referred to herein Closing Date; (B) the bylaws, operating agreement or similar governing document of such Borrower, as in effect as of the “Effective Closing Date”): ; (aC) executed originals resolutions of such Borrower’s Board evidencing approval of the Loan and other transactions contemplated by the Loan Documents, as in effect as of the Closing Date; (D) resolutions of the holders of such Borrower’s Equity Interests in connection with the transactions contemplated by this Agreement as in effect as of the Closing Date, to the extent required by the applicable Organizational Documents; and (E) a schedule setting forth the name, title and specimen signature of officers or other authorized signers on behalf of each Borrower; (v) a duly executed certificate of an officer of Parent certifying and attaching copies of (A) the Charter, certified as of a recent date by the jurisdiction of organization of each Platform Company, as in effect as of the Closing Date; (B) the bylaws, operating agreement or similar governing document of each Platform Company; (C) copies of all Equity Documents in effect as of the Closing Date; and (D) a summary capitalization table of each Platform Company; (vi) a legal opinion of Borrowers’ counsel; (vii) any other Loan Documents; and (viii) all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral. (b) all originals certificates evidencing Pledged Collateral pledged pursuant to Section 3.3, in all cases together with any transfer powers or other instruments of transfer, in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced therebyAgent; (c) certified copies of the Certificate of Incorporation all consents, waivers, notices and the Bylaws, as amended through the Closing Date, of Borrowerother documents set forth on Schedule 5.15(ii); (d) a certificate of good standing for each Borrower from its state jurisdiction of incorporation organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (gf) Landlord Consents or Bailee Agreementsall certificates of insurance, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitendorsements, and (ii) within 90 days copies of the Effective Date (or any subsequent Advance Date with respect each insurance policy required pursuant to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial AdvanceSection 6.2; and (jg) such other documents as Lender Agent may reasonably request. Notwithstanding the foregoing, to the extent any of the above closing conditions is set forth on Schedule 7.19, Borrowers may deliver the same when required to be delivered pursuant to Schedule 7.19.

Initial Advance. Borrower shall have delivered Upon execution and delivery of this Agreement by BNPPLC, an advance (the “Initial Advance”) will be made by BNPPLC to Lender each cover the cost of certain Transaction Expenses and other amounts described in this subparagraph. The amount of the followingInitial Advance, which will be included in form and substance satisfactory to Lender the Lease Balance, may be confirmed by a separate closing certificate executed by NAI as of the Effective Date. An arrangement fee (the date on which each “Arrangement Fee”), an initial administrative agency fee (an “Administrative Fee”) and upfront fees (the “Upfront Fees”) will all be paid from the Initial Advance (and thus be included in the Lease Balance) in the amounts provided in the Closing Letter. To the extent that BNPPLC does not itself use the entire the Initial Advance to pay such fees and Transaction Expenses incurred by BNPPLC, the remainder thereof will be advanced to NAI, with the understanding that NAI will use any such amount advanced for one or more of the following shall have been so delivered is referred to herein as purposes: (1) the payment or reimbursement of Transaction Expenses incurred by NAI and all “Effective Date”): (a) executed originals soft costs” incurred by NAI in connection with the planning, design, engineering, construction and permitting of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; Construction Project; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i2) the Loan and other transactions evidenced by maintenance of the Loan DocumentsProperty; and or (ii3) the Warrant and transactions evidenced thereby; (c) certified copies payment of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered amounts due pursuant to the Loan Documents Operative Documents. (Before executing the separate closing certificate to confirm the Initial Advance, NAI will make a reasonable effort to determine all prior expenses incurred by it as described in clause (1) of the preceding sentence and to request an Initial Advance sufficient in amount to cover all such expenses in addition to the Warrant on behalf of Borrower, including, without limitationArrangement Fee, the chief financial officer of Borrower; (f) payment initial Administrative Fee, the Upfront Fees and all Transaction Expenses incurred by BNPPLC. However, no failure by NAI to identify and include all such expenses in the amount of the Facility Charge and requested Initial Advance will preclude NAI from requesting reimbursement of Lender’s current expenses reimbursable for the same through a subsequent Construction Advance as provided in Paragraph 4. Reimbursable Construction Period Costs to be paid or reimbursed pursuant to this Agreement, which amounts may Paragraph 4 will not be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up limited to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on those incurred after the Effective Date.), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals of this Agreement, the Loan Documents Documents, the Warrant, Account Control Agreement(s), a legal opinion of Borrower’s counsel, Joinder Agreements, Guaranties, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan Loans and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge Fee and reimbursement of Lender’s current expenses reimbursable pursuant to this AgreementSection 11.11, which amounts may at Borrower’s election be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (jf) such other documents as Lender may reasonably request.

Initial Advance. The Lenders shall not be required to make an Advance hereunder or issue a Facility Letter of Credit hereunder after the Agreement Execution Date, unless (a) Borrower shall, prior to or concurrently with such Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to each of the Lenders, this Agreement, the Subsidiary Guaranty, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderParent Guaranty; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cA) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower, the Parent Guarantor and each Subsidiary Guarantor, from the State of Delaware for Borrower from its state and the states of incorporation organization of the Parent Guarantor and similar each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of such Subsidiary Guarantor to so qualify or be qualified would licensed (if required) is reasonably expected to have a Material Adverse Effect; (eiii) Copies of the formation documents (including code of regulations, if appropriate) of Borrower, the Parent Guarantor and the Subsidiary Guarantors, certified by an officer of Borrower, Parent Guarantor or such Subsidiary Guarantor, as appropriate, together with all amendments thereto, provided that a certificate of incumbency as to each officer no change from Borrower may be delivered if no changes have occurred in such documents since their delivery under the Original Credit Agreement; (iv) Incumbency certificates, executed by officers of Borrower who is ▇▇▇▇▇▇▇▇, Parent Guarantor and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of Borrower, includingupon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by ▇▇▇▇▇▇▇▇, without limitation, Parent Guarantor or any such Subsidiary Guarantor and provided further that a certificate of no change from Borrower may be delivered if no changes have occurred in such certificates since their delivery under the chief financial officer of BorrowerOriginal Credit Agreement; (fv) payment Copies, certified by a Secretary or an Assistant Secretary of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and each Subsidiary Guarantor, of the Facility Charge Board of Directors’ resolutions (and reimbursement resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender’s current expenses reimbursable pursuant ) authorizing the Advances provided for herein, with respect to this AgreementBorrower, which amounts may and the execution, delivery and performance of the Loan Documents to be deducted from the initial Advanceexecuted and delivered by Borrower, Parent Guarantor and each Subsidiary Guarantor hereunder; (gvi) Landlord Consents A written opinion of ▇▇▇▇▇▇▇▇’s, Parent Guarantor’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in form and substance as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of ▇▇▇▇▇▇▇▇, stating that on the initial Borrowing Date no Default or Bailee Agreements, Unmatured Default has occurred and is continuing and that all representations and warranties of Borrower are true and correct as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of ▇▇▇▇▇▇▇▇; (ix) Written money transfer instructions, in substantially the purchase form of International Based Financed Equipment without delivering to LenderExhibit E hereto, prior addressed to the disbursement Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (x) A Beneficial Ownership Certification, if Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulation, which such Beneficial Ownership Certification shall also be delivered to any Lender that so requests in addition with any other “know your customer” information that such Lender requests; (xi) Delivery of such Advance, any Landlord Consents documents as the Administrative Agent may reasonably require to evidence compliance with the criteria for being an Eligible Unencumbered Property and the satisfaction of all requirements set forth in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (iSection 2.22(i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on Unencumbered Properties which are first being included in the Effective Unencumbered Property Pool as of the Agreement Execution Date), such International Based Financed Equipment is relocated to such foreign premises; (hxii) Delivery of a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect pro forma compliance certificate in the form of Exhibit C reflecting any covenant changes and any changes to the Financed Equipment purchased with the proceeds of the initial AdvanceUnencumbered Property Pool effected by this Agreement; and (jxiii) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) duly executed originals copies of the Loan Documents to be entered into on the Closing Date, and all other documents and instruments reasonably required by Lender Agent to be delivered on or prior to the Closing Date to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified duly executed Account Control Agreement with respect to the Funding Account; (c) a legal opinion of ▇▇▇▇▇▇▇▇’s counsel in form and substance reasonably acceptable to Agent; (d) copy of resolutions of each Borrower’s board Board of directors Directors, certified by an officer of such Borrower, (i) evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and , (ii) authorizing a specified person or persons to execute the Warrant Loan Documents to which it is a party on its behalf, (iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and transactions evidenced therebynotices (including, if relevant, any Advance Request or other relevant notice) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party, and (iv) acknowledging that the Board of Directors are acting for a proper purpose and that the Loan Documents are in the best interests of that Borrower and for its commercial benefit; (ce) certified copies of the Certificate Charter of Incorporation Borrower, certified by the Secretary of State of the applicable jurisdiction of organization and the Bylawsother Organizational Documents, as amended through the Closing Date, of Borrower; (df) a certificate of good standing for Borrower from its state jurisdiction of incorporation organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (eg) certified copies, dated as of a certificate recent date, of incumbency as to each officer searches for financing statements filed in the central filing office of Borrower who is authorized to execute the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens on any Collateral indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Term Loan DocumentsAdvance, the Warrant, and all other documents and instruments to will be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowerterminated or released; (fh) payment of the Due Diligence Fee, Initial Facility Charge and reimbursement of LenderAgent’s and ▇▇▇▇▇▇▇’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (gi) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 a duly executed copy of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, Perfection Certificate and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premiseseach exhibit and addendum thereto; (hj) a Consent Letter from each Incumbent Lendersubject to Section 6.2, all certificates of insurance required hereunder; (ik) a Release Letter from each Incumbent Lender with respect [reserved]; (l) all reports, declarations and forms required by the SBA, including but not limited to the Financed Equipment purchased with the proceeds of the initial AdvanceSBA 652, SBA 1031 and SBA 480; and (jm) such other documents as Lender Agent may reasonably request.

Initial Advance. Borrower At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank shall have received the following (and, with respect to all documents, each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Note; (ii) the Security Agreement from the Borrower and its Domestic Subsidiaries, together with (x) any financing statements requested by the Bank, and (y) certificates evidencing 100% of the equity interests of the Subsidiaries (other than Foreign Subsidiary voting stock) and 65% of the equity interests in Foreign Subsidiary voting stock, together with undated executed blank stock powers therefor; (iii) the Guaranty; (iv) evidence of the maintenance of insurance by the Borrower as required hereby or by the Collateral Documents; (v) copies (executed or certified as may be appropriate) of resolutions of the Board of Directors or other governing body of the Borrower and of each Domestic Subsidiary authorizing the execution, delivery, and performance of the Loan Documents; (vi) articles of incorporation (or equivalent organizational document) of the Borrower and of each Domestic Subsidiary certified by the appropriate governmental office of the state of its organization; (vii) by-laws (or equivalent organizational document) for the Borrower and for each Domestic Subsidiary certified by an appropriate officer of such Person acceptable to the Bank; (viii) an incumbency certificate containing the name, title and genuine signature of the Borrower’s Authorized Representatives; (ix) good standing certificates for the Borrower and each Domestic Subsidiary, dated as of a date no earlier than 30 days prior to the date hereof, from the appropriate governmental offices in the state of its incorporation or organization and in each state in which it is qualified to do business as a foreign organization; (x) a duly completed Internal Revenue Service Form W-9 for the Borrower and each Domestic Subsidiary; (xi) one or more pay-off and lien release letters from secured creditors of the Borrower and its Domestic Subsidiaries setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for their account) and containing an undertaking to cause to be delivered to Lender each the Bank termination statements and any other lien release instruments necessary to release its Lien on all of their assets; and (xii) except to the extent waived in writing by the Bank, landlords’ lien waivers in connection with the Property of the following, Borrower located in leased premises; (b) legal matters incident to the execution and delivery of the Loan Documents and to the transactions contemplated hereby shall be satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Borrower and the Guarantor in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents Bank and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced therebyits counsel; (c) certified copies the Bank shall have received financing statement, tax and judgment lien search results against the Property of the Certificate Borrower and its Domestic Subsidiaries evidencing the absence of Incorporation and the Bylaws, Liens on their Property except as amended through the Closing Date, of Borrowerpermitted by Section 8.8 hereof; (d) the Liens granted to the Bank under the Collateral Documents shall have been perfected in a certificate of good standing for Borrower from manner satisfactory to the Bank and its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;counsel; and (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) Bank shall have received such other documents agreements, instruments, documents, certificates and opinions as Lender the Bank may reasonably request.

Initial Advance. The Borrower may make a request (“Initial Advance Request”) for the Lender to make the Initial Advance. If all conditions contained in this Section are satisfied on or before the Closing Date for the Initial Advance, the Lender shall have delivered to Lender each make the Initial Advance on the Initial Closing Date or on another date selected by the Borrower and approved by the Lender. The obligation of the followingLender to make the Initial Advance is subject to the following conditions precedent: (a) Receipt by the Lender of the Initial Advance Request; (b) [Intentionally Deleted] (c) The delivery to the Title Company, for filing and/or recording in all applicable jurisdictions, of all applicable Loan Documents required by the Lender, including duly executed and delivered original copies of the Revolving Facility Note, a Base Facility Note, the Initial Security Instruments covering the Initial Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form and substance satisfactory to the Lender (and in form proper for recordation, as may be necessary in the date on which each opinion of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens created by the applicable Security Instruments and any other Loan Documents creating a Lien in favor of Lender with respect to the Lender, and the payment of all Collateraltaxes, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan fees and other transactions evidenced by the Loan Documents; charges payable in connection with such execution, delivery, recording and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrowerfiling; (d) If the Advance is a certificate Revolving Advance, the receipt by the Lender of good standing the first installment of Revolving Facility Fee for the Revolving Advance and the entire Discount for the Revolving Advance payable by the Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure pursuant to be qualified would have a Material Adverse EffectSection 2.04; (e) a certificate The receipt by the Lender of incumbency as the Initial Origination Fee pursuant to each officer of Borrower who is authorized to execute the Loan DocumentsSection 16.02(a), the WarrantInitial Due Diligence Fee pursuant to Section 16.03(a) to the extent calculated by Lender at such time (any portion of the Initial Due Diligence Fee not paid by the Borrower on the Initial Closing Date shall be paid promptly upon demand by Lender), all legal fees and expenses payable pursuant to Section 16.04(a) and all other documents legal fees and instruments to be delivered expenses payable in connection with the Initial Advance pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;Section 16.04(b); and (f) payment The satisfaction of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents all applicable General Conditions set forth in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestArticle XI.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents Documents, Account Control Agreements, together with copies of all executed closing deliverables required pursuant to the terms thereof, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) a legal opinion of Borrower’s US counsel in form and substance reasonably acceptable to Agent, and a legal opinion of Loan Parties’ Israeli counsel; (c) certified copy of resolutions of Borrowereach Loan Party’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation Incorporation, the Bylaws, and the BylawsArticles of Association (as applicable), as amended through the Closing Date, of Borrowereach Loan Party; (de) a certificate of good standing (or foreign equivalent or insolvency search, as applicable) for Borrower each Loan Party from its state jurisdiction of incorporation organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (ef) a perfection certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan DocumentsParties, collectively, together with duly executed signatures thereto; (g) a duly executed payoff letter from the WarrantExisting Lender relating to that certain Loan and Security Agreement, dated as January 30, 2019, by and between the Existing Lender and the Borrower and the Guarantor (as a co-borrower), as the same has been amended, restated or otherwise modified from time to time, which payoff letter includes release letters to the Israeli Registrar of Companies releasing all other documents existing pledges over the collateral under such Loan and instruments Security Agreement; (h) certified copies, dated as of a recent date, of searches for financing statements filed in the central filing office of the State of Delaware or the District of Columbia, accompanied by evidence satisfactory to the Agent that the Liens on any Collateral indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Term Loan Advance, will be delivered pursuant terminated or released; (i) customary Intellectual Property search results with respect to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerParties; (fj) [reserved]; (k) payment of the Initial Facility Charge and reimbursement of LenderAgent’s and the Lenders’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (gl) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion all certificates of transit, be located; provided, that up to $3,750,000 insurance and copies of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premiseseach insurance policy required hereunder; (hm) a Consent Letter from each Incumbent Lenderfour original copies of Forms 10 of the Israeli ROC, executed by an officer of E▇▇▇▇ ISR; (in) a Release Letter from copies of each Incumbent Lender ISR Security Document, together with all executed closing deliverables required pursuant to the terms thereof delivered to Y▇▇▇▇ ▇▇▇▇▇ & Co; (o) copy of the notice of pledge with respect to the Financed Equipment purchased Pledge Agreement to be filed with the proceeds Israeli Registrar of the initial AdvancePledges; (p) a Process Letter in accordance with clause (f) of Addendum 4; and (jq) such other documents as Lender Agent may reasonably request.

Initial Advance. Borrower shall have delivered to Lender each The obligations of the following, in form and substance satisfactory Lenders to Lender (fund their respective Funding Shares of the date on which each initial Advance under this Agreement are subject to the Companies’ fulfillment of the following shall have been so delivered is referred to herein as the “Effective Date”):conditions precedent: (a) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Agent in its sole discretion: (1) this Agreement duly executed originals by all parties; (2) the Senior Credit Notes, each duly executed by the Companies; (3) UCC financing statements for the Collateral covered by this Agreement, each duly authorized by the Companies; (4) a current UCC search report of a UCC filings search in the offices of the Loan Documents Secretaries of State of the States of Delaware and Georgia; (5) copies of the Companies’ (i) certificate of incorporation certified by the Secretary of State of the State of Delaware and (ii) bylaws and all amendments certified by such its corporate secretary or assistant secretary; (6) certificates of existence or authority and good standing for HC and HMC issued by the Secretaries of State of Georgia and Delaware, respectively; (7) original resolutions of each Company’s board of directors, certified as of the date of the initial Advance by such Company’s corporate secretary, authorizing the execution, delivery and performance by such Company of this Agreement, the Senior Credit Notes and all other documents and instruments reasonably required Facilities Papers to be delivered by Lender such Company pursuant to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (b) certified copy 8) a certificate of resolutions of Borrowereach Company’s board of directors evidencing approval of corporate secretary as to (i) the Loan incumbency of the officers of the Company executing this Agreement, the Senior Credit Notes, each applicable Request for Borrowing and all other transactions evidenced Facilities Papers executed or to be executed by or on behalf of the Loan Documents; Company and (ii) the Warrant authenticity of their signatures — and transactions evidenced therebyspecimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it — (the Agent and the Lenders shall be entitled to rely on that certificate until the Companies have furnished new certificates to the Agent), and certifying that attached to such certificate are true and correct copies of all amendments to such Company’s certificate of incorporation and bylaws since their inception); (c9) certified copies of an Officer’s Certificate for each Company dated the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 date of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering and certifying truthfully that, after giving effect to Lender, prior to the disbursement of such that Advance, no Default or Event of Default will exist under this Agreement and that there has been no material adverse change since the Statement Date in any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior Central Elements relative to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, HC and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesits Subsidiaries; (h10) a Consent Letter from each Incumbent Lendercopies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Companies’ industry, all in form and content reasonably satisfactory to the Agent; (i11) a Release Letter from each Incumbent Lender with respect favorable written opinion of counsel to the Financed Equipment purchased with Companies dated on or before the proceeds date of the initial Advance, addressed to the Lenders and the Agent and in form and substance reasonable satisfactory to the Agent and its legal counsel (a form containing opinions required to be included therein are set forth in Exhibit G, the opinions as to enforceability of the Facilities Papers and perfection of the Agent’s Lien in the Collateral must be issued by outside counsel to the Company); and (j12) such payment to the Agent of the Facility Fee (for deposit in the relevant Note Payment Account and Pro Rata distribution to the Lenders), the Custodian’s Fee and all other documents as Lender may reasonably requestfees and expenses (including the disbursements and reasonable fees of the Agent’s and the Lenders’ attorneys, subject to the limitation specified in Section 13(a)) of the Agent and the Lenders accrued and billed for to the date of the Companies’ execution and delivery of this Agreement.

Initial Advance. The Borrower may make a request ("Initial Advance --------------- --------------- Request") for the Lender to make the Initial Advance. If all conditions ------- contained in this Section are satisfied on or before the Closing Date for the Initial Advance, the Lender shall have delivered to Lender each make the Initial Advance on the Initial Closing Date or on another date selected by the Borrower and approved by the Lender. The obligation of the followingLender to make the Initial Advance is subject to the following conditions precedent: (a) Receipt by the Lender of the Initial Advance Request; (b) [Intentionally Deleted] (c) The delivery to the Title Company, for filing and/or recording in all applicable jurisdictions, of all applicable Loan Documents required by the Lender, including duly executed and delivered original copies of the Revolving Facility Note, a Base Facility Note, the Initial Security Instruments covering the Initial Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form and substance satisfactory to the Lender (and in form proper for recordation, as may be necessary in the date on which each opinion of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens created by the applicable Security Instruments and any other Loan Documents creating a Lien in favor of Lender with respect to the Lender, and the payment of all Collateraltaxes, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan fees and other transactions evidenced by the Loan Documents; charges payable in connection with such execution, delivery, recording and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrowerfiling; (d) If the Advance is a certificate Revolving Advance, the receipt by the Lender of good standing the first installment of Revolving Facility Fee for the Revolving Advance and the entire Discount for the Revolving Advance payable by the Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure pursuant to be qualified would have a Material Adverse EffectSection 2.04; (e) a certificate The receipt by the Lender of incumbency as the Initial Origination Fee pursuant to each officer of Borrower who is authorized to execute the Loan DocumentsSection 16.02(a), the WarrantInitial Due Diligence Fee pursuant to Section 16.03(a) to the extent calculated by Lender at such time (any portion of the Initial Due Diligence Fee not paid by the Borrower on the Initial Closing Date shall be paid promptly upon demand by Lender), all legal fees and expenses payable pursuant to Section 16.04(a) and all other documents legal fees and instruments to be delivered expenses payable in connection with the Initial Advance pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;Section 16.04(b); and (f) payment The satisfaction of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents all applicable General Conditions set forth in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestArticle XI.

Initial Advance. Lender shall not be obligated to make any portion of the Initial Advance available to Borrower unless and until Borrower shall have delivered to Lender each of the followingLender, in form and substance satisfactory to Lender and, as to any documents (unless otherwise indicated), dated the date on which Closing Date: 1. This Agreement, the Note and the Collateral Documents, the Hazardous Substances Indemnity Agreement(s), the Whitehall Indemnity, and all other Ancillary Agreements reasonably requested by Lender, in each case executed by Borrower and, as applicable, each Borrower Party (and any other party thereto other than Lender). 2. The payment to Lender of the following shall have been so a commitment fee of $1,030,255 (less any portion of Borrower's $300,000 good faith deposit applied thereto). 3. A Borrowing Date Certificate, duly executed and delivered is referred by Borrower. 4. Opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to herein as the “Effective Date”): (a) executed originals Borrower in respect of the Loan Documents governed by New York law and formation and authority matters regarding Borrower and the Borrower Parties; opinions of O'Melveny & ▇▇▇▇▇ LLP, counsel to Borrower in respect of the Collateral Documents governed by California law; opinions of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, counsel to Borrower in respect of the Collateral Documents governed by Florida law; and opinions of local counsel of Lender in each jurisdiction in which one or more Properties are located; in each case addressing such matters regarding the Borrower, each Borrower Party, the Loan, the Loan Documents and/or the Properties as Lender may reasonably specify. 5. A copy of the Partnership Agreement, and all other documents amendments thereto, certified as true and instruments reasonably required correct as of the Closing Date by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens general partner of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Borrower. (b) certified 6. A copy of resolutions Borrower's certificate of Borrower’s limited partnership from Delaware certified as of a recent date by the appropriate Governmental Authority. 7. Resolutions of the board of directors evidencing approval or board of managers (ias applicable) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate sole member of Incorporation and the Bylawsgeneral partner of Borrower, as amended through certified by an authorized officer or manager of such member within a recent date prior to the Closing Date, to be duly adopted and in full force and effect on such date, authorizing (a) the consummation of each of the transactions contemplated by this Agreement and the Loan Documents and Ancillary Agreements to which Borrower is a party and (b) specific managers or officers to execute and deliver this Agreement, the other Loan Documents and the Ancillary Agreements to which Borrower is a party. 8. Certificates of an authorized officer or manager of the sole member of general partner of Borrower; (d) , dated within a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where recent date prior to the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency Closing Date, as to each officer the incumbency of Borrower who is the officers or representatives of such member authorized by the company resolutions delivered to Lender (pursuant to paragraph (7) above) to execute the Loan Documentsand deliver this Agreement, the Warrantother Loan Documents and other Ancillary Agreements, and all any other documents and instruments certificate or other document to be delivered pursuant hereto or thereto, together with a certification of the incumbency of such authorized officer or manager, as the case may be. 9. Governmental certificates, dated the most recent practicable date prior to the Closing Date, with telecopy updates where available, showing that Borrower and the general partner of Borrower are each organized and in good standing in the jurisdiction of their organization and showing that Borrower is qualified as a foreign limited partnership in good standing in all states in which any of the Properties are located (except to the extent that the local counsel opinions delivered pursuant to paragraph (4) above provide that qualification in a particular state is not required in order to own, operate, lease, finance or otherwise deal with the Properties located in such state). 10. A copy of the organizational charter and all amendments thereto of the general partner of Borrower and of the Holding Company, in each case certified as of a recent date by the Secretary of State of the jurisdiction of its organization, and a copy of the operating agreement of such general partner and the Holding Company, certified by an authorized officer or manager of the Holding Company as true and correct as of a recent date. 11. A partnership certificate of Whitehall and a consent of manager of Whitehall's general partner certified by the Secretary or an Assistant Secretary of such general partner, in each case within a recent date prior to the Closing Date, to be duly adopted and in force and effect on such date, authorizing (a) the consummation of the transactions contemplated by this Agreement and the Loan Documents and Ancillary Agreements to which Whitehall is a party, and (b) specific officers to execute and deliver this Agreement and the Warrant other Loan Documents and Ancillary Agreements to which Whitehall is a party. 12. Certificates of the Secretary, an Assistant Secretary or a Vice President of the general partner of Whitehall, dated within a recent date prior to the Closing Date, as to the incumbency of the officers or representatives of such general partner authorized by the company consent delivered to Lender (as required herein) to execute and deliver this Agreement and the other Loan Documents and Ancillary Agreements to which Whitehall is a party, and any other certificate or other document to be delivered by Whitehall pursuant hereto or thereto, together with a certification of the incumbency of such Secretary or Assistant Secretary, as the case may be. 13. Financing Statements (Form UCC-1) in form sufficient to be duly filed under the Uniform Commercial Code of each jurisdiction as may be necessary or, in the reasonable opinion of Lender, desirable to perfect the security interests created by the Deeds of Trust and the other Collateral Documents pertaining to the Properties in the personal property and fixtures described therein. 14. Certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports in respect of Borrower in the jurisdictions for which UCC-1 Financing Statements are required, together with copies of financing statements referenced therein (none of which shall cover property to be covered by the Deeds of Trust or other Collateral Documents pertaining to the Properties). 15. Evidence that all other actions necessary or, in the opinion of Lender, desirable to perfect and protect the security interests created by the Deeds of Trust and the other Collateral Documents pertaining to the Properties, have been or will be taken. 16. An ALTA 1970 mortgagee policy of title insurance issued by the Title Company for each of the Deeds of Trust, naming Lender as the insured, with reinsurance and endorsements as Lender may require (including variable rate, survey, creditors' rights (if applicable), comprehensive coverage, first loss, tie-in, last dollar, future advances, access, zoning (with parking), subdivision, doing business, usury, separate tax lot and contiguity endorsements), containing no exceptions or exclusions other than Permitted Encumbrances or as may be approved by Lender in writing, insuring that the insured Deed of Trust is a valid, first-priority Lien on behalf the Property encumbered thereby and related collateral, and in an insured amount as required by Lender. 17. A certified and complete copy of the Purchase Agreement together with such consents to sale, waivers of rights and remedies, and releases of interest as Lender or its counsel may determine to be necessary or prudent to be obtained from any Person who may be entitled to claim an interest in any of the Properties or a right arising from the sale, conveyance or transfer of any of the Properties to Borrower. 18. Current title, municipal violation, tax and bankruptcy searches (and any other searches which Lender may require) for Borrower, includingany Borrower Party and such other parties as Lender shall require in its sole discretion. 19. Evidence of insurance as required by this Agreement. 20. A current "as-built" survey of each of the Properties, without limitationdated or updated to a date not earlier than thirty (30) days prior to the Closing Date, certified to Lender and the chief financial officer Title Company, prepared by a licensed surveyor reasonably acceptable to Lender and the Title Company, and conforming to Lender's current standard survey requirements. 21. A current engineering report with respect to each Property, covering, among other matters, inspection of heating and cooling systems, roof and structural details and showing no failure of compliance with building plans and specifications, applicable legal requirements (including requirements of the Americans with Disabilities Act) and fire, safety and health standards. As requested by Lender, such report shall also include an assessment of such Property's tolerance for earthquake and seismic activity. Borrower shall also provide Lender with copies of utility letters from applicable service providers evidencing that each Property has adequate and sufficient utility service for the use and purposes intended by Borrower;. 22. A current Environment Site Assessment for each of the Properties. 23. If required by Lender, a current MAI appraisal for each Property. 24. A current rent roll for each Property, certified by Borrower (provided that any rent roll delivered for a Property owned directly or indirectly by Whitehall or an Affiliate of Whitehall for less than two (2) months prior to the Closing Date shall be certified by Borrower to its knowledge), together with all Non-Storage Leases not previously delivered to Lender. Such rent roll shall include the following information: (a) tenant names; (b) unit/suite numbers; (c) area of each demised premises and total area of the related Property (stated in net rentable square feet); (d) rental rate (including escalations), stated in gross amount and in amount per net rentable square foot per year; (e) lease term (commencement, expiration and renewal options); (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; expense passthroughs; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be locatedcancellation/termination provisions; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (h) security deposit; and (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, material operating covenants and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestco-tenancy clauses.

Initial Advance. Borrower shall have delivered At or prior to Lender each the making of the followinginitial extension of credit hereunder, in form and substance satisfactory to Lender (the date on which each of the following conditions precedent shall also have been so delivered is referred to herein as the “Effective Date”):satisfied: (a) the Bank shall have received the following (and, with respect to all documents, each to be properly executed originals and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Note; (ii) the Security Agreement from the Borrower and its Subsidiaries, together with (x) any financing statements requested by the Bank, and (y) certificates evidencing 100% of the equity interests of the Domestic Subsidiaries, together with undated executed blank stock powers therefor; (iii) the Guaranties; (iv) evidence of the maintenance of insurance by the Borrower as required hereby or by the Collateral Documents; (v) copies (executed or certified as may be appropriate) of resolutions or meeting minutes of the Board of Directors or other governing body of the Borrower and of each Subsidiary authorizing the execution, delivery, and performance of the Loan Documents; (vi) articles of incorporation (or equivalent organizational document) of the Borrower and of each Guarantor certified by the appropriate governmental office of the state of its organization; (vii) by-laws (or equivalent organizational document) for the Borrower and for each Guarantor certified by an appropriate officer of such Person acceptable to the Bank; (viii) an incumbency certificate containing the name, title and genuine signature of the Borrower’s Authorized Representatives; (ix) good standing certificates for the Borrower and each Guarantor, dated as of a date no earlier than 30 days prior to the date hereof, from the appropriate governmental offices in the state of its incorporation or organization and in each state in which it is qualified to do business as a foreign organization and in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect; and (x) a duly completed Internal Revenue Service Form W-9 for the Borrower and each Domestic Subsidiary. (b) the Bank shall have received the initial fees called for hereby; (c) the Bank shall have received such valuations and certifications as it may require in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries; (d) legal matters incident to the execution and delivery of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or shall be satisfactory to create the Bank and perfect its counsel; and the Liens Bank shall have received the favorable written opinion of Lender with respect to all Collateral, in all cases counsel for the Borrower in form and substance reasonably acceptable satisfactory to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan Bank and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effectcounsel; (e) the Bank shall have received a Borrowing Base certificate in the form attached hereto as Exhibit B showing the computation of incumbency the Borrowing Base in reasonable detail as to each officer of Borrower who is authorized to execute the Loan Documentsclose of business on August 31, the Warrant2009, and all other documents indicating Eligible Receivables of the Borrower and instruments to be delivered pursuant to its Domestic Subsidiaries of at least $[**], and that the Loan Documents and total gross receivables of the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerBorrower computed in accordance with GAAP is at least $[**]; (f) payment the Bank shall have received financing statement, tax and judgment lien search results against the Property of the Facility Charge Borrower and reimbursement its Subsidiaries evidencing the absence of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial AdvanceLiens on their Property except as permitted by Section 8.8 hereof; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior Liens granted to the disbursement of such Advance, any Landlord Consents Bank under the Collateral Documents shall have been perfected in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior a manner satisfactory to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, Bank and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;its counsel; and (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) Bank shall have received such other documents agreements, instruments, documents, certificates and opinions as Lender the Bank may reasonably request.

Initial Advance. Borrower shall have delivered to Lender each The obligation of the following, in form and substance satisfactory Lenders to Lender (make the date on which each of initial Advance hereunder is subject to the following shall have been so delivered is referred to herein as conditions precedent that the “Effective Date”): Agent has received (a) executed originals of evidence, reasonably satisfactory to the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all CollateralAgent, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of that (i) all obligations of the Loan and other transactions evidenced by Borrowers under the Loan DocumentsExisting Credit Facility have been (or concurrently with the initial Advance will be) paid in full; and (ii) the Warrant all fees and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and extent billed) expenses which are payable on or before the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 date of the initial Advance may be used for to any Arranger, the purchase of International Based Financed Equipment without delivering to Lender, prior to Agent or any Lender hereunder or in connection herewith have been (or concurrently with the disbursement of such Advance, any Landlord Consents initial Advance will be) paid in respect full; and (b) each of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as following documents (with sufficient copies for each Lender): (i) prior to Copies of the disbursement articles or certificate of incorporation of each Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitBorrower, and certificates of good standing, certified by the appropriate governmental officer in the jurisdiction(s) of incorporation of such Borrower. (ii) within 90 days Copies, certified by the Secretary or Assistant Secretary of each Borrower, of such Borrower's bylaws and of resolutions of its Board of Directors authorizing the execution, delivery and performance of the Effective Date Loan Documents to which such Borrower is a party. (iii) An incumbency certificate from each Borrower, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any subsequent change in writing by such Borrower. (iv) A certificate, signed by an Authorized Officer of PHI, stating that on the date of the initial Advance Date no Default or Unmatured Default has occurred and is continuing with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;Borrower. (hv) a Consent Letter from each Incumbent Lender;A written opinion of internal counsel to PHI, substantially in the form of Exhibit D-1. (ivi) a Release Letter from each Incumbent Lender with respect A written opinion of internal counsel to PEPCO, substantially in the form of Exhibit D-2. (vii) A written opinion of internal counsel to DPL, substantially in the form of Exhibit D-3. (viii) A written opinion of internal counsel to ACE, substantially in the form of Exhibit D-4. (ix) A written opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special New York counsel to the Financed Equipment purchased with Borrowers, substantially in the proceeds form of the initial Advance; andExhibit D-5. (jx) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of such requesting Lender. (xi) Copies of all governmental approvals, if any, necessary for any Borrower to enter into the Loan Documents to which it is a party and to obtain Advances hereunder. (xii) Such other documents as any Lender or its counsel may reasonably request.

Initial Advance. Borrower shall have delivered The Lenders' obligation to Lender each make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agent, of the following conditions precedent: (a) Credit Agent must receive the following, all of which must be satisfactory in form and content to Credit Agent, in its sole discretion: (1) The Notes and this Agreement duly executed by Borrowers. (2) A certificate of CNI stating that there has been no change in either CNI's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and there has been no change in the certificate as to the incumbency and authenticity of the signatures of the officers of CNI delivered pursuant to Section 5.1(a)(5) of the Existing Agreement, and attaching (and certifying to) CNI's resolutions authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each applicable Advance Request and all other agreements, instruments or documents to be delivered by such Borrower under this Agreement; and certificates of good standing dated within 60 days prior to the date of this Agreement. (3) A certificate of AHMC stating that there has been no change in either AHMC's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and that there has been no change in the certificate as to the incumbency and authenticity of the signatures of the officers of AMHC delivered pursuant to Section 5.1(a)(5) of the Existing Agreement, and attaching (and certifying to) AHMC's resolutions authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each applicable Advance Request and all other agreements, instruments or documents to be delivered by such Borrower under this Agreement; and certificates of good standing dated within 60 days prior to the date of this Agreement. (4) A reaffirmation of Guaranty, on the form prescribed by Credit Agent, duly executed by AH Holdings. (5) A certificate of AH Holdings stating that there has been no change in either AH Holding's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and that there has been no change in the certificate as to the incumbency and authenticity of the signatures of the officers of AH Holdings delivered pursuant to Section 5.1(a)(9) of the Existing Agreement and attaching AH Holdings' resolutions authorizing the execution, delivery and performance of the Guaranty, as modified by the reaffirmation referred to in Section 5.1(a)(4) of this Agreement, the other Loan Documents and all other agreements, instruments or documents to be delivered by AH Holdings under this Agreement or the Guaranty; and certifiates of good standing dated within 60 days prior to the date of this Agreement. (6) AHMAI's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Maryland, AHMAI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of AHMAI and certificates of good standing dated within 60 days prior to the date of this Agreement. (7) A resolution of the board of directors of AHMAI, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement, the other Loan Documents, each applicable Advance Request and all other agreements, instruments or documents to be delivered by such Borrower under this Agreement. (8) A certificate as to the incumbency and authenticity of the signatures of the officers of AHMAI executing this Agreement, the other Loan Documents, each Applicable Advance Request and all other agreements, instruments or documents to be delivered by AHMAI under the Agreement (Credit Agent and Lenders being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent). (9) The Guaranty of AHMIC, on the form prescribed by Credit Agent, duly executed by AHMIC. (10) AHMIC 's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Maryland, bylaws, together with all amendments, certified by the corporate secretary of AHMIC and certificates of good standing dated within 60 days prior to the date of this Agreement. (11) A resolution of the board of directors of AHMIC, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of the Guaranty, and all other agreements, instruments or documents to be delivered by AHMIC under this Agreement. (12) A certificate as to the incumbency and authenticity of the signatures of the officers of AHMIC executing the Guaranty and all other agreements, instruments or documents to be delivered by AHMIC under this Agreement (Credit Agent and Lenders being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent). (13) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by any Borrower in the conduct of its business. (14) A favorable written opinion of counsel to Borrowers and Guarantors, addressed to Lenders and dated as of the date of this Agreement, covering such matters as Credit Agent may reasonably request. (15) 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 Credit Agent or as permitted under this Agreement. (16) Copies of the certificates, documents or other written instruments that evidence each Borrower's eligibility described in Section 9.1, all in form and substance satisfactory to Lender Credit Agent. (17) 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 on which each of this Agreement with the following shall have been so delivered is referred to herein as the “Effective Date”):related provisions of Section 7.9. (a18) executed originals Receipt by Credit Agent of any fees due on the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens date of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;this Agreement. (b) certified copy If any Borrower is indebted to any of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies its directors, officers, shareholders or Affiliates, as of the Certificate date of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may indebtedness has a term of more than 1 year or is in excess of $100,000, the Person to whom such Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary of such Borrowers to be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, true and complete and in full force and effect as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds date of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) Subject to Section 4.4, duly executed originals copies of the Loan Documents Documents, Account Control Agreements with respect to each Deposit Account (other than any Excluded Accounts) maintained by Borrower and any of its Subsidiaries (other than any Excluded Subsidiaries) and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified a legal opinion of ▇▇▇▇▇▇▇▇’s counsel in form and substance reasonably acceptable to Agent; (c) a copy of resolutions of Borrower▇▇▇▇▇▇▇▇’s board of directors Board evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby, certified by an officer of Borrower; (cd) certified copies of the Certificate Charter of Incorporation Borrower, certified by the Secretary of State of the applicable jurisdiction of organization and the Bylawsother Organizational Documents, as amended through the Closing Date, of Borrower, certified by an officer of Borrower; (de) a certificate certificates of good standing for Borrower from its state the applicable jurisdiction of incorporation organization and similar certificates from all other jurisdictions jurisdiction in which it Borrower does business and where the failure to be qualified would could have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Due Diligence Fee, Initial Facility Charge and reimbursement of LenderAgent’s and ▇▇▇▇▇▇▇’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreementssubject to Section 4.4, as applicableall certificates of insurance, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitendorsements, and (ii) within 90 days copies of the Effective Date (or any subsequent Advance Date with respect each insurance policy required pursuant to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesSection 6.2; (h) subject to Section 4.4, duly executed landlord’s consent(s) in favor of Agent for ▇▇▇▇▇▇▇▇’s headquarters location and each other leased location of Borrower at which Collateral with a Consent Letter from each Incumbent Lendervalue in excess of $250,000 is located; (i) subject to Section 4.4, duly executed bailee’s waiver(s) in favor of Agent for each location (other than Borrower’s headquarters location) where Borrower maintains property with a Release Letter from each Incumbent Lender third party and at which Collateral with respect to the Financed Equipment purchased with the proceeds a value in excess of the initial Advance$250,000 is located; and (j) evidence reasonably acceptable to Agent that ▇▇▇▇▇▇▇▇ has established at least one operating Deposit Account with SVB; and (k) such other documents as Lender Agent may reasonably request.

Initial Advance. Borrower The obligation of the Lender to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent: (a) The Lender shall have delivered to Lender each of received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion: (1) The Loan Documents dated as of the date hereof duly executed by the Company; 21 (2) Certified copies of the Company's articles of incorporation and bylaws and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority: (3) A certificate (in the form of Exhibit "J") of the Company's corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender); (4) Financial statements of the Company (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1997 (the "Statement Date") and related statements of income, changes in stockholders' equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30, 1998 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender; (5) A favorable written opinion of counsel to the Company, dated as of the date of this Agreement, to be in substantially the form of Exhibit "M" hereto, and addressed to the Lender; (6) A tax, lien and judgment search of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder; (7) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof, all in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy 8) Copies of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan Company's errors and other transactions evidenced omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, all in form and content satisfactory to the Lender, showing compliance by the Loan Documents; Company as of the date of this Agreement with the related provisions of Section 6.9 hereof and (ii) the Warrant and transactions evidenced therebyshowing Lender as an additional loss payee on such policies; (c9) certified copies of Executed financing statements in recordable form covering the Certificate of Incorporation Collateral and ready for filing in all jurisdictions required by the Bylaws, as amended through the Closing Date, of Borrower;Lender; 22 (d10) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where Evidence that the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute Funding Account has been established with the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i11) Evidence that Intuit, Inc. has acquired preferred capital stock of the Company for a Release Letter from each Incumbent Lender with respect purchase price of $6,000,000.00, the form and substance of such preferred stock being acceptable to the Financed Equipment purchased with the proceeds Lender in its sole discretion; (12) Evidence that $2,000,000.00 of subordinated debt of the initial Advance; and (j) such other documents as Lender may reasonably requestCompany has been converted to preferred stock of the Company.

Initial Advance. Borrower shall have delivered to In the case of the initial Advance: 5.2.1. receipt by the Lender of each of the following: (i) copies of the Organizational Documents, and all amendments thereto, of the Borrower, the Operator and each Guarantor, accompanied by certificates that such copies are correct and complete, one issued by the Secretary of State of the state of incorporation or formation of the Borrower, the Operator or such Guarantor, as applicable, dated a current date, and one executed by an authorized representative acceptable to the Lender, dated the Closing Date. (ii) copies of the Regulatory Documents, and all amendments thereto, of the Borrower, the Operator and each Guarantor, accompanied by certificates of an authorized representative acceptable to the Lender, dated the Closing Date, that such copies are correct and complete. (iii) certificates of the appropriate Tribunals of each jurisdiction in which any Loan Party or the Operator has a place of business, any Loan Party or the Operator was formed or in which any Collateral is located (if any Loan Party is required to qualify to do business in such state), each dated a current date, to the effect that such Person is in good standing with respect to the payment of franchise and/or other Taxes and, if required by Law, is duly qualified to transact business in such jurisdictions. Any such certificate(s) due from the Texas Comptroller of Public Accounts may be satisfied with a printout of an electronic search of such office's records which shows that the applicable Person's status with respect to its right to transact business in Texas is "active." (iv) certificates of incumbencies and signatures of all representatives of the Borrower, the Operator and each Guarantor who will be authorized to execute or attest any of the Loan Documents or the Intercreditor Agreement on behalf of the Borrower, the Operator or such Guarantor, as applicable, executed by an authorized representative acceptable to the Lender, dated the Closing Date. (v) copies of resolutions approving the Loan Documents and the Intercreditor Agreement and authorizing the transactions contemplated herein and therein, duly adopted by an authorized body of the Borrower, the Operator and each Guarantor, as applicable, accompanied by certificates of an authorized representative acceptable to the Lender that such copies are true and correct copies of resolutions duly adopted at the meeting of, or by the unanimous written consent of, the ultimate governing authority of the Borrower, the Operator or such Guarantor, as applicable, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or revoked in any respect, and are in full force and effect as of the Closing Date. 5.2.2. receipt by the Lender of the duly executed Note, dated the Closing Date. 5.2.3. receipt by the Lender of the documents described in Section 4.1.1, each duly executed and delivered by the appropriate Person. 5.2.4. receipt by the Lender of such title opinions or title data as the Lender may request, in form and substance and from attorneys or other Persons reasonably acceptable to the Lender, covering and confirming title in such portions of the Collateral as the Lender may specify and such other documentation and information required by the Lender to satisfy the Lender of the status of the title of the Collateral. 5.2.5. receipt by the Lender of a certificate of ownership interests in form and substance satisfactory to Lender (the date on which each Lender, certifying as to the ownership interests of the following shall have been so delivered is referred Oil and Gas Properties included in the determination of the Borrowing Base. 5.2.6. receipt by the Lender of satisfactory evidence that prior Liens, if any, on the Collateral (other than Permitted Liens) are being released or assigned to herein the Lender concurrently with the Closing. 5.2.7. receipt by the Lender of the opinions of counsel to the Borrower and each Guarantor in form and substance satisfactory to the Lender and its counsel. The Borrower and each such Guarantor request such counsel to deliver its opinions to the Lender. 5.2.8. receipt by the Lender of the results of searches of the UCC records of the applicable jurisdictions from a source acceptable to the Lender reflecting no Liens against any of the intended Collateral other than Permitted Liens or Liens being released or assigned to the Lender concurrently with the Closing. 5.2.9. receipt by the Lender of certificates of insurance from the insurance companies insuring the Borrower and each Guarantor, confirming insurance for the Borrower and each such Guarantor meeting the standards of Section 7.4.1. 5.2.10. with respect to the Loan Parties' Oil and Gas Properties that will be pledged as the “Effective Date”): initial Collateral, receipt by the Lender of (a) executed originals a Reserve Report certified by an independent engineering firm retained by the Borrower and acceptable to the Lender, and (b) such lease operating statements and production reports as the Lender may reasonably require. 5.2.11. receipt by the Lender of the audited financial statements of the Borrower and its consolidated subsidiaries for the fiscal year ended on 2018, 2019, and 2020, and containing at a minimum statements of the types required by Section 7.2.1(i). 5.2.12. receipt by the Lender of the Borrower's internally-prepared annual consolidated financial statements for the fiscal year 2021, and containing at a minimum statements of the types required by Section 7.2.1(ii). 5.2.13. receipt by the Lender of an organizational chart of Alpine SEP which includes the direct and indirect ownership of the Borrower. 5.2.14. receipt by the Lender of such additional information and documentation as the Lender may reasonably require relating to the Loan Documents (and all other documents amendments thereto) and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect thereby. 5.2.15. the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to shall be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender satisfied with respect to the Financed Equipment purchased with the proceeds results of its diligence investigation of the initial Advance; and (j) such other documents as Lender may reasonably requestLoan Parties and their respective assets and operations.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has furnished to Lender each the Agent, with sufficient copies for the Lenders: (i) A certificate of good standing from the Secretary of State of Delaware and certificate of existence from the Secretary of State of Alabama with respect to the Borrower and a certificate of good standing from the Secretary of State of Tennessee with respect to PLICO. (ii) Copies, certified by the Secretary or an Assistant Secretary of the followingBorrower, of its certificate of incorporation, together with all amendments thereto, and by-laws and Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Credit Documents. (iii) An incumbency certificate, executed by the Secretary or any Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Credit Documents and to make borrowings hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed in writing by the Borrower of any change. (iv) A certificate, signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's counsel, addressed to the Lenders in form and substance satisfactory to Lender the Agent. (vi) Revolving Credit Notes payable to the date on which order of each of the following shall have been so delivered is referred Lenders and the Swingline Note. (vii) Written money transfer instructions, in a form required by the Agent, addressed to herein the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the “Effective Date”):Agent may have reasonably requested. (aviii) executed originals A duly completed compliance certificate as of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all CollateralJune 30, 2001, in all cases in substantially the form and substance reasonably acceptable to Lender;of Exhibit 3.1(viii) hereto. (bix) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as any Lender or its counsel may have reasonably requestrequested.

Initial Advance. The Lenders shall not be required to make an Advance hereunder or issue a Facility Letter of Credit hereunder after the Agreement Execution Date, unless (a) Borrower shall, prior to or concurrently with such Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to each of the Lenders, this Agreement, the Subsidiary Guaranty, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderParent Guaranty; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cA) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower, the Parent Guarantor and each Subsidiary Guarantor, from the State of Delaware for Borrower from its state and the states of incorporation organization of the Parent Guarantor and similar each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of such Subsidiary Guarantor to so qualify or be qualified would licensed (if required) is reasonably expected to have a Material Adverse Effect; (eiii) Copies of the formation documents (including code of regulations, if appropriate) of Borrower, the Parent Guarantor and the Subsidiary Guarantors, certified by an officer of Borrower, Parent Guarantor or such Subsidiary Guarantor, as appropriate, together with all amendments thereto, provided that a certificate of incumbency as to each officer no change from Borrower may be delivered if no changes have occurred in such documents since their delivery under the Original Credit Agreement; (iv) Incumbency certificates, executed by officers of Borrower who is Borrower, Parent Guarantor and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of Borrower, includingupon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower, without limitationParent Guarantor or any such Subsidiary Guarantor and provided further that a certificate of no change from Borrower may be delivered if no changes have occurred in such certificates since their delivery under the Original Credit Agreement; (v) Copies, certified by a Secretary or an Assistant Secretary of Borrower, Parent Guarantor and each Subsidiary Guarantor, of the chief Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Advances provided for herein, with respect to Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by Borrower, Parent Guarantor and each Subsidiary Guarantor hereunder; (vi) A written opinion of Borrower’s, Parent Guarantor’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in form and substance as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial officer statements of Borrower; (fix) payment Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Facility Charge Administrative Agent and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreementsigned by an Authorized Officer, which amounts together with such other related money transfer authorizations as the Administrative Agent may be deducted from the initial Advancehave reasonably requested; (gx) Landlord Consents or Bailee AgreementsA Beneficial Ownership Certification, if Borrower qualifies as applicablea legal entity customer under the Beneficial Ownership Regulation, for the premises where the Financed Equipment will, upon completion of transit, which such Beneficial Ownership Certification shall also be located; provided, delivered to any Lender that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement so requests in addition with any other “know your customer” information that such Lender requests; (xi) Delivery of such Advance, any Landlord Consents documents as the Administrative Agent may reasonably require to evidence compliance with the criteria for being an Eligible Unencumbered Property and the satisfaction of all requirements set forth in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (iSection 2.22(i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on Unencumbered Properties which are first being included in the Effective Unencumbered Property Pool as of the Agreement Execution Date), such International Based Financed Equipment is relocated to such foreign premises; (hxii) Delivery of a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect pro forma compliance certificate in the form of Exhibit C reflecting any covenant changes and any changes to the Financed Equipment purchased with the proceeds of the initial AdvanceUnencumbered Property Pool effected by this Agreement; and (jxiii) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals of this Agreement, the Loan Documents Documents, the Warrant, Account Control Agreement(s), a legal opinion of Borrower's counsel, Guaranties, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender); (b) certified copy of resolutions of Borrower’s 's board of directors evidencing approval of (i) the Loan Loans and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge Fee and reimbursement of Lender’s 's current expenses reimbursable pursuant to this AgreementSection 11.15, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (jf) such other documents as Lender may reasonably request.

Initial Advance. The obligations of the Lenders hereunder shall not become effective, and the Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for the Borrower from its state the State of incorporation Maryland, certified by the appropriate governmental officer and similar dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for the Borrower and certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date for each other jurisdictions in which it does business and jurisdiction where the failure of the Borrower to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of the Borrower, certified by an officer of Borrower who is the Borrower, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of the Borrower, including, without limitation, upon which certificate the chief financial officer Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (fv) payment Copies, certified by a Secretary or an Assistant Secretary of the Facility Charge Borrower of the Board of Directors’ resolutions (and reimbursement resolutions of Lender’s current expenses reimbursable pursuant to this Agreementother bodies, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, if any are reasonably deemed necessary by counsel for the premises where Administrative Agent) authorizing the Financed Equipment willAdvances provided for herein, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower hereunder; (vi) A written opinion of the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit F hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing, and no Material Adverse Effect has occurred and that all representations and warranties of the Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower in the form required under Section 6.1; (ix) UCC financing statement, judgment, and tax lien searches with respect to the Borrower from the State of Maryland and the State of Illinois; (x) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; and (jxi) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents Documents, Account Control Agreements required for Borrower to be in compliance with Section 7.18 on and after the Closing Date, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors or other governing body evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Due Diligence Fee (to the extent not already paid), the Closing Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, Agreement and which amounts may be deducted from have been invoiced to Borrower prior to the initial Advancedate hereof; (f) the Agreed Targeted Operating Results; (g) Landlord Consents or Bailee Agreementspayoff letter in form and substance reasonably satisfactory to Agent from Generate Lending, as applicableLLC with respect to the payoff and release of all security interest under the Indebtedness owed to Generate Lending, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, LLC prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Closing Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from with respect to each Incumbent Lender;Project, each of the following documents: (i) a Release Letter from each Incumbent Lender copies of all Project Documents; (ii) copies of all material documents entered into in connection with any Project; and (iii) such other material information regarding such Project as Agent may request; (iv) documentation satisfactory to Agent with respect to the Financed Equipment purchased with the proceeds “conversion” of the initial AdvanceGenerate Lending, LLC loan agreement to an Operating Lease; and (jv) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of the Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents Documents, Account Control Agreements required by Section 7.12(b), and all other documents and instruments reasonably set forth on the closing checklist attached hereto as Annex A (other than any documents and instruments noted therein as required by Lender to effectuate be delivered after the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all CollateralClosing Date), in all cases in form and substance reasonably acceptable to Lenderthe Agent; (b) certified a legal opinion of ▇▇▇▇▇▇▇▇’s counsel in form and substance reasonably acceptable to the Agent; (c) copy of resolutions of Borrower▇▇▇▇▇▇▇▇’s board of directors Board evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby, certified by an officer of Borrower; (cd) certified copies of the Certificate Charter of Incorporation Borrower, certified by the Secretary of State (or equivalent) of the applicable jurisdiction of organization and the Bylawsother Organizational Documents, as amended through the Closing Date, of Borrower, certified by an officer of Borrower; (de) a certificate of good standing for Borrower from its state of incorporation formation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Due Diligence Fee, the Initial Facility Charge and and, to the extent documented in a summary invoice, reimbursement of Lenderthe Agent’s and ▇▇▇▇▇▇▇’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 a duly executed copy of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, Perfection Certificate and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premiseseach exhibit and addendum thereto; (h) a Consent Letter from all certificates of insurance and copies of each Incumbent Lenderinsurance policy required hereunder; (i) a Release Letter from copies of each Incumbent Lender Management Agreement with respect to each Physician Group, duly executed by the Financed Equipment purchased with the proceeds parties thereto, and each other material Management Document in effect as of the initial AdvanceClosing Date; (j) duly executed Collateral Assignments; and (jk) such other documents as Lender may reasonably requestduly executed acknowledgments by each Physician Group in respect of the applicable Collateral Assignments.

Initial Advance. Borrower No Bank shall have delivered be required to Lender each of make its initial Revolving Loan hereunder unless the following, in form and substance satisfactory Company has furnished to Lender (the date on which each of Administrative Agent with sufficient copies for the following shall have been so delivered is referred to herein as the “Effective Date”):Banks: (a) executed originals Copies of the Articles of Incorporation of the Company, together with all amendments, and a certificate of good standing, both certified on or within 15 days prior to the Effective Date by the Secretary of State of Delaware. (b) Copies, certified on the Effective Date by the Secretary or Assistant Secretary of the Company, of its By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution of the Loan Documents. (c) An incumbency certificate, certified on the Effective Date by the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and all other documents and instruments reasonably required to make borrowings hereunder, upon which certificates the Banks shall be entitled to rely until informed of any change in writing by Lender the Company. (d) A written opinion of the counsel to effectuate the transactions contemplated hereby or Company, addressed to create and perfect the Liens of Lender with respect to all CollateralBanks, in all cases in substantially the form and substance reasonably acceptable to Lender;of Exhibit "C" hereto. (be) certified copy A certificate, dated the Effective Date, signed by the Chief Financial Officer of resolutions of Borrower’s board of directors evidencing approval of the Company, stating that on the Effective Date (i) the Loan no Default or Unmatured Default has occurred and other transactions evidenced by the Loan Documentsis continuing; and (ii) the Warrant Company will be utilizing the proceeds to consummate the Stock Acquisition on the date of such Advance and transactions evidenced thereby; (ciii) certified copies no Prepayment Event has occurred and setting forth the determination of the Certificate Company's Funded Debt/EBITDA Ratio for the last day of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;most recently ended fiscal quarter. (f) payment A Note payable to the order of each of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance;Banks. (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior Payment to the disbursement Agent of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior all fees due and owing to the disbursement of such Advance, one or more Bailee Agreements, Administrative Agent and the Banks as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on at the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;. (h) a Consent Letter from each Incumbent Lender;Written money transfer instructions, in substantially the form of Exhibit "D" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as Lender any Bank or its counsel may have reasonably requestrequested.

Initial Advance. Borrower shall have delivered The effectiveness of this Agreement, including any Lender’s making the initial Warehousing Advance, is subject to Lender each of the followingsatisfaction, in form and substance satisfactory to Lender (the date on which each discretion of Administrative Agent, of the following shall have been so delivered is referred to herein as the “Effective Date”):conditions precedent: (a) Administrative Agent must receive the following, all of which must be satisfactory in form and content to Administrative Agent: (1) This Agreement, each Warehousing Note, the Guaranty and any other Loan Documents, duly executed originals by Borrower, Guarantor, Servicer and any other appropriate or necessary party, as applicable; (i) Borrower’s certificate of formation, together with all amendments, as certified by the Secretary of State of the State of Delaware, (ii) Borrower’s limited liability company agreement, together with all amendments, certified by the manager of Borrower, and (iii) certificates of good standing for Borrower dated within ten (10) days of the date of this Agreement; (3) A resolution of the manager and members of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Approval Request, Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under this Agreement; (4) A certificate as to the incumbency and authenticity of the signatures of the officers or other representatives of Borrower executing this Agreement and the other Loan Documents, and of the Authorized Representatives (Administrative Agent and Lenders being entitled to rely on that certificate until a new incumbency certificate has been furnished to Administrative Agent); (5) (i) Guarantor’s articles of incorporation and by-laws, together with all amendments, certified by the secretary of Guarantor, and (ii) certificates of good standing for Guarantor dated within ten (10) days of the date of this Agreement; (6) A resolution of the Board of Directors of Guarantor authorizing the execution, delivery and performance of this Agreement, the Guaranty and all other agreements, instruments or documents to be delivered by Guarantor under this Agreement; (7) A certificate as to the incumbency and authenticity of the signatures of the officers or other representatives of Guarantor executing this Agreement, the Guaranty and all other agreements, instruments or documents to be delivered by Guarantor under this Agreement (Administrative Agent and Lenders being entitled to rely on that certificate until a new incumbency certificate has been furnished to Administrative Agent); (8) Uniform Commercial Code, tax lien, litigation and other searches of the appropriate public records (a) for Borrower, that do not disclose the existence of any prior Lien on the Collateral other than in favor of Administrative Agent or as permitted under this Agreement, and (b) for the Guarantor; (9) Copies of Borrower’s or Servicer’s errors and omissions insurance policy, blanket bond coverage policy, fidelity bond coverage policy, and general commercial liability insurance policy insuring Borrower’s operations and premises, or certificates in lieu of such policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 8.9 hereof; (10) Receipt by Administrative Agent of the fees due on the date of this Agreement; (11) An opinion from counsel for Borrower and Guarantor concerning, among other matters (i) the legal existence, good standing and, as applicable, qualification to do business of each of Borrower and Guarantor, (ii) the power and authority of each of Borrower and Guarantor to enter into and perform the Loan Documents to which each of them is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of Borrower and Guarantor to do so, (v) the enforceability of the Loan Documents and all other documents Borrower’s and instruments reasonably required by Lender to effectuate Guarantor’s respective obligations under the transactions contemplated hereby Loan Documents, (vi) the absence of any pending or to create threatened material litigation against Borrower or Guarantor, (vii) the validity and perfect perfection of the Liens of Lender with respect to all Lender’s security interest in the Collateral, in all cases (viii) the non-contravention of Borrower’s and Guarantor’s respective obligations under the Loan Documents with their respective organizational documents or with material agreements or legal proceedings to which they are a party or by which they are bound, and (ix) such other matters as Administrative Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement; (12) Such financial statements and other information and projections as the Administrative Agent shall have reasonably requested; (13) On or before August 15, 2011, Administrative Agent shall have received and approved, in form and substance reasonably acceptable to LenderAdministrative Agent, the Loan Servicing Agreement and the Assignment of Loan Servicing Agreement; and (14) Such other documents as Administrative Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Administrative Agent of the occurrence of any further conditions precedent to the closing of the credit facility established hereby; (b) certified If Borrower is indebted to any of its directors, officers, shareholders or Affiliates as of the date of this Agreement, the Person to whom Borrower is indebted must have executed a subordination of debt agreement, on the form prescribed by Administrative Agent (each, a “Subordination of Debt Agreement”), and Administrative Agent must have received an executed copy of resolutions that Subordination of Borrower’s board Debt Agreement, certified by the manager of directors evidencing approval Borrower to be true and complete and in full force and effect as of the date of the Warehousing Advance. (c) Administrative Agent shall be satisfied that (i) Borrower and Guarantor each has obtained all material and appropriate authorizations and approvals of all governmental authorities required for the due execution, delivery and performance by each of Borrower and Guarantor of the Loan Documents to which it is or will be a party and other transactions evidenced for the perfection of or the exercise by Administrative Agent of its rights and remedies under the Loan Documents; , and (ii) the Warrant Loan and all transactions evidenced thereby; (c) certified copies contemplated hereby, shall be in material compliance with, and Borrower and Guarantor each shall have obtained all material and appropriate approvals pertaining to, all applicable laws, rules, regulations and orders, including all governmental, environmental, ERISA retiree health benefits, workers’ compensation and other requirements, regulations and laws and shall not contravene any charter, by-law, debt instrument or other material contractual obligation of the Certificate of Incorporation Borrower or Guarantor and the Bylaws, as amended through the Closing Date, of Borrower;their respective Subsidiaries. (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions Administrative Agent shall have filed such Uniform Commercial Code financing statements, in which it does business and where the failure such jurisdictions, as Administrative Agent shall have determined, to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as appropriate in order to each officer of perfect the security interest in the Collateral granted by Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (Agreement or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestLoan Document.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder unless (a) the Borrower shall, prior to or concurrently with such initial Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for the Borrower and the Parent Entities from its state their states of incorporation organization, certified by the appropriate governmental officer and similar dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all other jurisdictions for the Borrower and the Parent Entities, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for each jurisdiction in which it does business and where the failure to be qualified would have a Material Adverse Effectexecutive offices of the Borrower or such Parent Entity is located; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of the Borrower and the Parent Entities, certified by an officer of the Borrower who is or such Parent Entity, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower and the Parent Entities, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of Borrowersuch parities, including, without limitation, upon which certificate the chief financial officer Administrative Agent and the Lenders shall be entitled to rely until informed of Borrowerany change in writing by the Borrower or any such Parent Entity; (fv) payment Copies, certified by a Secretary or an Assistant Secretary of the Facility Charge applicable Parent Entities, of the Board of Directors' resolutions (and reimbursement resolutions of Lender’s current expenses reimbursable pursuant to this Agreementother bodies, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, if any are reasonably deemed necessary by counsel for the premises where Administrative Agent) authorizing the Financed Equipment willAdvances provided for herein, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Parent Entity; (vi) A written opinion of the Borrower's and Parent Entities' counsel, addressed to the Lenders in substantially the form of Exhibit E hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an Authorized Officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing, there has been no Material Adverse Effect, and that all representations and warranties of the Borrower are true and correct in all material respects as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower and the Parent Entities: (ix) UCC financing statement, judgment, and tax lien searches with respect to the Borrower and each of the Parent Entities from the state of its organization and the state in which its principal place of business is located; (x) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xi) A current compliance certificate in the form of Exhibit B, utilizing the new covenants established herein and executed by the Borrower's chief financial officer or chief operating officer; (xii) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; and (jxiii) such Such other documents as Lender the Administrative Agent or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each the Administrative Agent, with sufficient copies for the Lenders, the following (the term “Borrower” being deemed to include any Qualified Borrower as of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Agreement Execution Date”): (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders (including the Qualified Borrower Note and all other documents Qualified Borrower Competitive Note from each Qualified Borrower), this Agreement, the Subsidiary Guaranty and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderQualified Borrower Guaranty; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for each Borrower from its state the states of incorporation organization of each Borrower, certified by the appropriate governmental officer and similar dated not more than thirty (30) days prior to the Agreement Execution Date, and (B)current foreign qualification certificates from all for the Borrower, certified by the appropriate governmental officer, for each other jurisdictions in which it does business and jurisdiction where the failure of the Borrower to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of the Borrower certified by an officer of Borrower who is the Borrower, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of the Borrower, including, without limitation, upon which certificate the chief financial officer Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (fv) payment Copies, certified by a Secretary or an Assistant Secretary of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 Borrower of the initial Advance may be used Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the purchase of International Based Financed Equipment without delivering to LenderAdvances provided for herein, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Subsidiary Guarantor hereunder; (vi) A written opinion of the Borrower’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in substantially the form of Exhibit B hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower; (ix) UCC financing statement, judgment, and tax lien searches with respect to each Borrower from its State of organization; (x) Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xi) A compliance certificate in the form of Exhibit C as of the most recent date available, executed by the Borrower’s chief financial officer or chief accounting officer prepared on the assumption that the other Indebtedness of Borrower being repaid by the initial Advance hereunder was replaced by Advances hereunder for the period covered by such certificate; (xii) Evidence that the Commitments of any lenders under the Prior Agreement which are not Lenders under this Agreement (the “Exiting Lenders”) have been properly terminated and all amounts due to the Exiting Lenders have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (xiii) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial Advance hereunder; and (jxiv) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. Borrower shall have delivered to In the case of the initial Advance or Letter of Credit: 5.2.1. receipt by the Lender of each of the following: (i) copies of the Organizational Documents, and all amendments thereto, of the Borrower and each Guarantor, accompanied by certificates that such copies are correct and complete, one issued by the Secretary of State of the state of incorporation or formation of the Borrower or such Guarantor, as applicable, dated a current date, and one executed by an authorized representative acceptable to the Lender dated the Closing Date. (ii) copies of the Regulatory Documents (or similar documents), and all amendments thereto, of the Borrower and each Guarantor, accompanied by certificates that such copies are correct and complete of an authorized representative acceptable to the Lender dated the Closing Date. (iii) certificates of the appropriate Tribunals of each jurisdiction in which the Borrower or any Guarantor, has an executive office or principal place of business, the Borrower or any such Guarantor was formed or in which any Collateral is located (if the Borrower or any such Guarantor is required to qualify to do business in such state), each dated a current date, to the effect that the Borrower or such Guarantor, as applicable, is in good standing with respect to the payment of franchise and/or other Taxes and, if required by Law, are duly qualified to transact business in such jurisdictions. (iv) certificates of incumbencies and signatures of all officers of the Borrower and each Guarantor, who will be authorized to execute or attest any of the Loan Documents on behalf of the Borrower or such Guarantor, as applicable, executed by an authorized representative acceptable to the Lender, dated the Closing Date. (v) copies of resolutions approving the Loan Documents and authorizing the transactions contemplated therein, duly adopted by the governing authority of the Borrower and each Guarantor, as applicable accompanied by certificates of an authorized representative acceptable to the Lender, that such copies are true and correct copies of resolutions duly adopted at the meeting of, or by the unanimous written consent of, the authorized body of the Borrower, or such Guarantor, as applicable, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or revoked in any respect, and are in full force and effect as of the Closing Date. 5.2.2. receipt by the Lender of the duly executed Note in the amount at least equal to its Commitment, dated the Closing Date. 5.2.3. receipt by the Lender of the documents described in Section 4.1.1, each duly executed and delivered by the appropriate Person and, if such is required by the Lender with respect to the Mortgages, duly recorded in the appropriate county or parish records. 5.2.4. receipt by the Lender of such title opinions or title data as the Lender may reasonably request, in form and substance and from attorneys or other Persons reasonably acceptable to the Lender, covering and confirming title in such portions of the Collateral as the Lender may specify and such other documentation and information reasonably required by the Lender to satisfy the Lender of the status of the title of the Collateral. 5.2.5. receipt by the Lender of a certificate of ownership interests in form and substance satisfactory to Lender (the date on which each Lender, certifying as to the ownership interests of the following shall have been so delivered is referred Borrower in its Oil and Gas Properties. 5.2.6. receipt by the Lender of satisfactory evidence that prior Liens, if any, on the Collateral (other than Permitted Liens) are being released or assigned to herein the Lender concurrently with the Closing. 5.2.7. receipt by the Lender of the results of searches of the UCC records of the applicable jurisdictions from sources acceptable to the Lender reflecting no Liens against any of the intended Collateral other than Permitted Liens. 5.2.8. receipt by the Lender of certificates of insurance from the insurance companies insuring the Borrower and each Guarantor, confirming insurance for the Borrower and each such Guarantor meeting the standards of Section 7.4.1. 5.2.9. receipt by the Lender of such additional information and documentation as the “Effective Date”): (a) executed originals of Lender may reasonably require relating to the Loan Documents (and all other documents amendments thereto) and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. Borrower The obligation of the Lender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof of the following conditions precedent: (a) The Lender shall have delivered to Lender each of received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion: (1) The Note and this Agreement duly executed by the Borrowers. (2) NFI's articles or certificate of incorporation as certified by the Secretary of State of NFI's incorporation, bylaws certified by the corporate secretary of NFI, and certificates of good standing dated no less recently than 90 days prior to the date of this Agreement. (3) A resolution of the board of directors of NFI, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by NFI pursuant to this Agreement. (4) A certificate of NFI's corporate secretary as to the incumbency and authenticity of the signatures of the officers of NFI executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (5) Financial statements of NFI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998, and related statements of income and changes in stockholders' equity for the fiscal year ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender, together with an unqualified auditor's opinion regarding the financial statements. (6) Financial statements of NFI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of October 31, 1999, related statements of income and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with NFI's most recent audited financial statements. (7) NMI's articles or certificate of incorporation as certified by the Secretary of State of NMI's incorporation, bylaws certified by the corporate secretary of NMI, and certificates of good standing dated no less recently than 90 days prior to the date of this Agreement. (8) A resolution of the board of directors of NMI, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by NMI pursuant to this Agreement. (9) A certificate of NMI's corporate secretary as to the incumbency and authenticity of the signatures of the officers of NMI executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (10) Financial statements of NMI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998, and related statements of income, changes in stockholders' equity and cash flows for the fiscal year ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and audited by independent certified public accountants of recognized standing acceptable to the Lender, together with an unqualified auditor's opinion regarding the financial statements. (11) Financial statements of NMI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of October 31, 1999, related statements of income and changes in stockholders' equity other than income or loss for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with NMI's most recent audited financial statements. (12) NCI's articles or certificate of incorporation as certified by the Secretary of State of NCI's incorporation, bylaws certified by the corporate secretary of NCI, and certificates of good standing dated no less recently than 90 days prior to the date of this Agreement. (13) A resolution of the board of directors of NCI, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by NCI pursuant to this Agreement. (14) A certificate of NCI's corporate secretary as to the incumbency and authenticity of the signatures of the officers of NCI executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (15) Financial statements of NCI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1998, and related statements of income and changes in stockholders' equity other than income or loss for the fiscal year ended on such date, all prepared in accordance with GAAP applied on a basis consistent with prior periods. (16) Financial statements of NCI (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of October 31, 1999, related statements of income and changes in stockholders' equity other than income or loss for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with NCI's most recent audited financial statements. (17) The Guaranty, in the form attached hereto as Exhibit B, --------- duly executed by the Guarantor. (18) Copies of the Guarantor's articles or certificate of incorporation as certified by the Secretary of State of the State of Guarantor's incorporation and bylaws, and certificates of good standing issued by the Secretary of State dated no less recently than 90 days prior to the date of this Agreement. (19) A resolution of the board of directors of the Guarantor, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of the Guaranty, and all other instruments or documents to be delivered by the Guarantor pursuant to this Agreement. (20) A certificate of the Guarantor's corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Guarantor executing the Guaranty and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (21) Financial statements of the Guarantor containing a balance sheet as of December 31, 1998, and related statements of income, changes in stockholders' equity and cash flows for the period ended on the above date, all prepared in accordance with GAAP applied on a basis consistent with prior periods. (22) A favorable written opinion of counsel to the Borrowers and the Guarantor (or of separate counsel at the option of the Borrowers and the Guarantor), dated as of the date of this Agreement substantially in the form of Exhibit H attached hereto, --------- addressed to the Lender. (23) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrowers and the Guarantor, which searches shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder. (24) Copies of the certificates, documents or other written instruments which evidence the Borrowers' eligibility described in Section 0 hereof, all in form and substance satisfactory to Lender the Lender. (the date on which each 25) Copies of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals Borrowers' errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of the Loan Documents and policies, all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable content satisfactory to the Lender;, showing compliance by the Borrowers as of the date of this Agreement with the related provisions of Section 0 hereof. (26) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender. (27) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees. (28) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of a fully executed Funding Bank Agreement. (29) Assumed Name Certificate dated no less recently than 90 days prior to the date of this Agreement for any assumed name used by the Borrowers in the conduct of its business. (30) Before any Advance is requested for ▇▇▇▇▇▇ Mae- committed Mortgage Loans, an agreement among NMI, the Lender and ▇▇▇▇▇▇ ▇▇▇, pursuant to which ▇▇▇▇▇▇ Mae agrees to send all cash proceeds of Mortgage Loans sold by NMI to ▇▇▇▇▇▇ ▇▇▇ to the Cash Collateral Account. (b) certified copy Except for indebtedness between or among the Borrowers, the Parent or their consolidated Subsidiaries or indebtedness to First Union Corporation or its consolidated Subsidiaries under existing lines of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan credit, all directors, officers and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies shareholders of the Certificate Borrowers, all Affiliates of Incorporation the Borrowers or of any Subsidiary of the Borrowers, and the BylawsGuarantor, to whom or to any of whom the Borrowers shall be indebted as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement date of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from indebtedness has a term of more than 1 year or is in excess of $25,000 shall have subordinated such indebtedness to the initial Advance; (g) Landlord Consents or Bailee AgreementsObligations, as applicableby executing a Subordination of Debt Agreement, for in the premises where form of Exhibit F hereto; and --------- the Financed Equipment willLender shall have received an executed copy of any such Subordination of Debt Agreement, upon completion of transit, be located; provided, that up to $3,750,000 certified by the corporate secretary of the initial Advance may Borrowers to be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents true and complete and in respect full force and effect as of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect date of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. The Lenders shall not be required to make the initial Advance (or the Issuer issue the initial Facility Letter of Credit) hereunder unless the Borrower shall have delivered has paid to Lender each the Agent all fees due to the Agent for its own account and the account of the followingLenders under this Agreement and pursuant to the letter dated February 4, in form 1997 between ANB and substance satisfactory the Borrower, as amended August 28, 1997, and the Borrower has furnished to Lender (the date on which each of Agent with sufficient copies for the following shall have been so delivered is referred to herein as the “Effective Date”):Lenders: (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Copies of the Certificate articles of Incorporation incorporation (or other applicable charter document) of the Borrower and the Bylawseach Guarantor, as amended through the Closing Datetogether with all amendments, of Borrower; (d) and a certificate of good standing for the Borrower from and each Guarantor, all certified by the appropriate governmental officer in its state jurisdiction of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;incorporation. (eii) a certificate Copies, certified by the Secretary or Assistant Secretary of incumbency as to the Borrower and each officer Guarantor, of Borrower who is authorized to execute its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to execution of the Loan Documents or the Guaranties, as applicable. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each Guarantor, which shall identify by name and title and bear the signature of the officers of the Borrower or such Guarantor authorized to sign the Loan Documents or the Guaranties, whichever is applicable, and to make borrowings hereunder, upon which certificate the Agent and the Warrant on behalf Lenders shall be entitled to rely until informed of Borrowerany change in writing by the Borrower or the applicable Guarantor. (iv) A certificate, including, without limitation, signed by the chief financial officer of the Borrower;, stating that on the initial Borrowing Date and after giving effect to the execution of this Agreement no Default or Unmatured Default has occurred and is continuing and the representations and warranties contained in Article V are true and correct as of such date. (fv) payment A written opinion of the Facility Charge and reimbursement Borrower's counsel, addressed to the Lenders in substantially the form of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance;Exhibit "B" hereto. (gvi) Landlord Consents or Bailee Agreements, as applicable, for Notes payable to the premises where the Financed Equipment will, upon completion order of transit, be located; provided, that up to $3,750,000 each of the initial Advance may be used for Lenders. (vii) Written money transfer instructions, in substantially the purchase form of International Based Financed Equipment without delivering to LenderExhibit "E" hereto, prior addressed to the disbursement Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) Guaranties executed by Platinum Technology UK Limited and Platinum Technology GmbH. (ix) A written opinion(s) of such Advanceeach Guarantor's counsel, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior addressed to the disbursement of such AdvanceLenders, one or more Bailee Agreements, as applicable, are delivered in respect of form satisfactory to the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;Required Lenders. (hx) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as any Lender or its counsel may have reasonably requestrequested.

Initial Advance. Borrower shall have delivered to Lender each The obligations of the following, in form and substance satisfactory Lenders to Lender (fund their respective Funding Shares of the date on which each initial Advance under this Agreement are subject to the Company’s fulfillment of the following shall have been so delivered is referred to herein as the “Effective Date”):conditions precedent: (a) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Agent in its sole discretion: (1) this Agreement duly executed originals by all parties; (2) the Senior Credit Notes, each duly executed by the Company; (3) UCC financing statements for the Collateral covered by this Agreement, each duly authorized by the Company; (4) a current UCC search report of a UCC filings search in the offices of the Loan Documents Secretaries of State of the States of Delaware and Florida; (5) the Custody Agreement duly executed by the Company and JPMorgan as Custodian; (6) copies of the Company’s (i) certificate of incorporation certified by the Secretary of State of the State of Delaware and (ii) bylaws and all amendments certified by such its corporate secretary or assistant secretary; (7) certificates of existence or authority and good standing for the Company issued by the Secretaries of State of Georgia, Delaware, North Carolina and Florida; (8) original resolutions of the Company’s board of directors, certified as of the date of the initial Advance by the Company’s corporate secretary, authorizing the execution, delivery and performance by the Company of this Agreement, the Senior Credit Notes, the Custody Agreement and all other documents and instruments reasonably required Facilities Papers to be delivered by Lender the Company pursuant to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (b9) certified copy a certificate of resolutions of Borrowerthe Company’s board of directors evidencing approval of corporate secretary as to (i) the Loan incumbency of the officers of the Company executing this Agreement, the Senior Credit Notes, the Custody Agreement, each applicable Request for Borrowing and all other transactions evidenced Facilities Papers executed or to be executed by or on behalf of the Loan Documents; Company and (ii) the Warrant authenticity of their signatures – and transactions evidenced therebyspecimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it – (the Agent and the Lenders shall be entitled to rely on that certificate until the Company has furnished a new certificate to the Agent, and certifying that attached to such certificate are true and correct copies of all amendments to the Company’s certificate of incorporation and by laws since their inception); (c10) certified copies of the an Officer’s Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where Company dated the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 date of the initial Advance may be used for and certifying truthfully that, after giving effect to that Advance, no Default or Event of Default will exist under this Agreement and that there has been no material adverse change since the purchase Statement Date in any of International Based Financed Equipment without delivering to Lender, prior the Central Elements relative to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesCompany; (h11) a Consent Letter from each Incumbent Lendercopies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Company’s industry, all in form and content reasonably satisfactory to the Agent; (i12) a Release Letter from each Incumbent Lender with respect favorable written opinion of counsel to the Financed Equipment purchased with Company dated on or before the proceeds date of the initial Advance, addressed to the Lenders and the Agent and in form and substance reasonable satisfactory to the Agent and its legal counsel (a form containing opinions required to be included therein are set forth in Exhibit H); (13) payment to the Agent of the Facility Fee (for deposit in the Note Payment Account and Pro Rata distribution to the Lenders), the Custodian’s Fee and all other fees and expenses (including the disbursements and reasonable fees of the Agent’s and the Lenders’ attorneys, subject to the limitation specified in Section 12(a)) of the Agent and the Lenders accrued and billed for to the date of the Company’s execution and delivery of this Agreement; and (j14) All directors and officers of the Company, all shareholders of the Company and all Affiliates of the Company or any of its Subsidiaries, to whom or which the Company shall be indebted either for borrowed money or for any other obligation of Fifty Thousand Dollars ($50,000) or more as of the date of this Agreement excluding salary, bonus or other compensation obligations, shall have caused such other documents as Lender may reasonably request.Debt to be Qualified

Initial Advance. This extension and renewal of the indebtedness evidenced by the Loan Agreement as hereby amended and the Loan Documents is subject to the following conditions: i. Each Bank shall have received its respective Notes, duly executed and delivered by Borrower. ii. The Agent shall have received counterparts of the Mortgages covering the Oil and Gas Properties, duly executed and acknowledged by the Borrower, together with the appropriate financing statements, as may be necessary or advisable under applicable law in order to perfect and maintain, to the fullest extent permitted by applicable law, the liens and security interests created thereby. The Mortgages shall be in the form and substance set forth in Exhibit I hereto. iii. All warranties, representations and covenants in paragraph 8 and in the Security Documents shall be true on the Effective Date as if then given; Borrower shall have delivered performed or observed all terms, conditions and obligations hereunder and under the Security Documents to Lender each be performed or observed on or prior to the Effective Date; and no condition or event shall exist which constitutes an Event of Default or Unmatured Event of Default. iv. The Agent shall have received a certificate, dated the followingEffective Date and executed on behalf of Borrower by its president, vice president of finance, chief financial officer or vice president of accounting and administation, in form and substance content satisfactory to Lender the Agent, stating the substance of the foregoing subparagraph (iii). v. The Agent shall have received a certificate, dated the date Effective Date and executed on behalf of Borrower by its secretary or other appropriate officer, which each shall contain the names and signatures of the officers of Borrower authorized to execute this Agreement, the Notes and the Security Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: copies of resolutions duly adopted by the Board of Directors of Borrower authorizing the execution of this Agreement, the Notes and the Security Documents and the consummation of the transactions contemplated herein and therein; copies of the articles of incorporation of Borrower and all amendments thereto, certified by the appropriate official of Borrower's state of incorporation; and copies of the bylaws of Borrower and all amendments thereto. vi. The Agent shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and received all other documents and instruments assurances which it requires or which it may reasonably required by Lender to effectuate request in connection with the transactions contemplated hereby or by this Agreement, and such documents shall be certified, when appropriate, by proper authorities. All such documents and all proceedings to create and perfect the Liens of Lender be taken in connection with respect to all Collateral, in all cases such transactions shall be satisfactory in form and substance reasonably acceptable to Lender;the Agent. vii. All legal matters incident to the Loans shall be satisfactory to counsel to the Agent, and the Agent shall have received on the Effective Date the legal opinion(s) of independent counsel to Borrower, dated the Effective Date and in a form substantially similar to that set forth in Exhibit K attached hereto covering legal matters in connection with the Loans, specifically including the matters referred to in paragraphs 8(a)(i), (a)(ii), (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; ), (c) certified copies of the Certificate of Incorporation and the Bylaws), as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency and which opinion(s) shall cover such other matters as to each officer of Borrower who is authorized to execute the Loan DocumentsBanks or their counsel may reasonably request, the Warrant, and all other documents and instruments to be delivered pursuant except opinions on title to the Loan Documents Oil and Gas Properties. viii. All fees and other expenses (including attorneys fees) payable by Borrower under the Warrant on behalf terms of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge this Agreement and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, ascertainable as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect shall have been paid in full; provided, however, that fees and expenses other than recording and filing fees to any International Based Financed Equipment not financed on the extent then due and payable shall be paid in full no later than two Business Days after the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to . If the Financed Equipment purchased first Advances on the Loans are made simultaneously with the proceeds execution of this Agreement, the initial Advance; andforegoing expenses may be paid out of such Advances. (j) such other documents ix. The Agent shall have received a borrowing resolution on the printed form as Lender may reasonably requestset forth in Exhibit J hereto, duly executed and delivered by Borrower.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has made payment to Lender each the Administrative Agent for the account of the followingLenders in immediately available funds the upfront fees payable under Section 2.4 and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the restated articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of B▇▇▇▇▇▇▇ as required by Section 326 of the Patriot Act. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by‑laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the date of this Agreement (a) the representations and warranties contained in Article V are true and correct in all material respects, (b) no Default or Unmatured Default has occurred and is continuing and (c) the Borrower and its Subsidiaries, taken as a whole, are Solvent. (v) A written opinion of the Borrower’s counsel, addressed to the Lenders form and substance satisfactory to the Administrative Agent. (vi) Any Note requested by a Lender (pursuant to Section 2.10 payable to the date on which each order of the following shall have been so delivered is referred to herein as the “Effective Date”):such requesting Lender. (a) executed originals At least five days prior to the Restatement Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Loan Documents Borrower at least 10 days prior to the Restatement Effective Date and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) to the Loan and other transactions evidenced by extent the Loan Documents; and (ii) Borrower qualifies as a “legal entity customer” under the Warrant and transactions evidenced thereby; (c) certified copies of Beneficial Ownership Regulation, at least five days prior to the Certificate of Incorporation and the Bylaws, as amended through the Closing Restatement Effective Date, of Borrower; (d) any Lender that has requested, in a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant written notice to the Loan Documents Borrower at least 10 days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and the Warrant on behalf delivery by such Lender of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant its signature page to this Agreement, which amounts may the condition set forth in this clause (vii) shall be deducted from the initial Advance;deemed to be satisfied). (gviii) Landlord Consents Evidence satisfactory to the Administrative Agent of any required governmental approvals or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, consents regarding this Agreement. (ix) All fees and other amounts due and payable on or prior to the disbursement of such AdvanceRestatement Effective Date, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarilyincluding, so long as (i) prior to the disbursement extent invoiced, reimbursement or payment of such Advanceany reasonable costs, one internal charges and out of pocket expenses required to be reimbursed or more Bailee Agreements, as applicable, are delivered in respect of paid by the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;Borrower hereunder. (hx) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as any Lender or its counsel may have reasonably requestrequested.

Initial Advance. Borrower Prior to the making of the initial Loan or the issuance of the initial Letter of Credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Agent shall have delivered to Lender each received the following for the account of the following, Lenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Lenders: (i) the Notes; (ii) the Collateral Documents and the UCC financing statements requested by the Agent in connection therewith; (iii) a date-down endorsement for each policy of title insurance and all endorsements thereunder delivered in connection with the Previous Credit Agreement in form and substance satisfactory acceptable to Lender the Agent (which will, among other things, insure over any survey exception) from the issuer of such policy or another title insurance company acceptable to the Agent, maintaining the existing level of coverage under each such policy, PROVIDED that any such endorsements which are not available at the time of the making of the initial Loan hereunder will be delivered by the Borrower not later than 90 days after the date on which hereof; (iv) supplements to each mortgage delivered under the Previous Credit Agreement, duly executed, reflecting the terms of this Amended and Restated Credit Agreement; (v) certified copies of resolutions of the following shall have been so delivered is referred to herein as Board of Directors of the “Effective Date”): (a) executed originals Borrower and each Guarantor authorizing the execution and delivery of the Loan Documents delivered by them and all indicating the authorized signers of such Loan Documents; (vi) copies of the articles of incorporation and by-laws of the Borrower and each Guarantor certified as true and correct by the Secretary or other documents appropriate officer of the Borrower or such Guarantor, as the case may be; (vii) a good standing certificate for the Borrower and instruments reasonably required each Guarantor, dated as of a date no earlier than thirty days prior to the date hereof, from the appropriate governmental office in the jurisdiction of its incorporation; and (viii) an incumbency certificate containing the name, title and genuine signatures of the Borrower's Authorized Representatives; and (b) the Agent shall have received for the account of and addressed to the Lenders the favorable written opinion of counsel for the Borrower and certain Guarantors in form and substance acceptable to the Agent and the Lenders; (c) the Agent shall have received from the Borrower reimbursement for any expenses incurred in connection with the Loan Documents or the Previous Credit Agreement (including, without limitation, legal fees); (d) the Agent shall have received (i) a certificate showing a computation of the Borrower's compliance with the financial covenants set forth herein as of a date and covering periods to be determined by Lender the Agent, such computation to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases be in form and substance reasonably acceptable satisfactory to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan Agent and other transactions evidenced by the Loan Documents; otherwise in reasonable detail and (ii) a Borrowing Base Certificate as of a date no less than five Business Days prior to the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Effective Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) the Liens granted to the Agent under the Collateral Documents shall have been perfected in a certificate of incumbency as manner satisfactory to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, Lender and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowerits counsel; (f) payment The Agent shall have received and approved as to form and substance an internally prepared balance sheet for the Borrower and each Subsidiary as at November 30, 2001 and an internally prepared income statement and statement of retained earnings and cash flows for the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advancequarter then ended; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where Lenders shall have received and approved the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesApproved Base Case; (h) a Consent Letter from the Borrower and the holders of the Bank Warrants shall have executed and delivered amendments thereto in form satisfactory to each Incumbent Lender;such holder extending the Expiration Dates (as defined in the Bank Warrants) to December 31, 2003; and (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with Agent shall have received for the proceeds account of the initial Advance; and (j) Lenders such other documents agreements, instruments, documents, certificates and opinions as Lender the Agent or the Lenders may reasonably request.

Initial Advance. The Existing Agreement shall not be deemed to be amended and restated as contemplated by this Agreement and the Lenders shall not be required to make the initial Advances hereunder or issue the initial Facility Letters of Credit hereunder, unless (i) the Borrower shall, prior to or concurrently with such initial Advances or issuance, have paid all fees due and payable to the Lenders, the Lead Arrangers and the Administrative Agent hereunder, and (ii) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of the Loan Documents Documents, including the Notes payable to the order of each of the Lenders, this Agreement and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderDisclosure Letter; (b) Certificates of good standing for the Borrower, from the State of Maryland for the Borrower, certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; appropriate governmental officer and dated not more than sixty (ii60) days prior to the Warrant and transactions evidenced therebyAgreement Effective Date; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation and regulations, if appropriate) of the BylawsBorrower, as amended through certified by an officer of the Closing DateBorrower, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by an officer of the Borrower, which shall identify by name and title the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions any change in which it does business and where writing by the failure to be qualified would have a Material Adverse EffectBorrower; (e) Copies of resolutions of the board of directors, sole member or other governing body, as applicable, of the Borrower (and with respect to the resolutions of the board of directors of the Borrower certified by a certificate Secretary or an Assistant Secretary of incumbency as the Borrower), authorizing the Advances provided for herein, with respect to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantBorrower, and all other documents the execution, delivery and instruments to be delivered pursuant to performance of the Loan Documents to be executed and delivered by the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment A written opinion of the Facility Charge and reimbursement of LenderBorrower’s current expenses reimbursable pursuant counsel, addressed to this Agreement, which amounts the Lenders in such form as the Administrative Agent may be deducted from the initial Advancereasonably approve; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an officer of the Borrower, stating that on the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as Borrowing Date (i) prior to the disbursement of such Advanceno Default or Unmatured Default has occurred and is continuing, one or more Bailee Agreements, as applicable, are delivered in respect (ii) all representations and warranties of the foreign premises where such International Based Financed Equipment will be located upon completion of transitBorrower are true and correct, (iii) Borrower has not suffered any material adverse changes, and (iiiv) within 90 days no action, suit, investigation or proceeding, pending or threatened, exists in any court or before any arbitrator or Governmental Authority that purports to materially and adversely affect the Borrower or any transaction contemplated hereby, or that could have a Material Adverse Effect on the Borrower or any transaction contemplated hereby or on the ability of the Effective Date (or any subsequent Advance Date with respect Borrower to any International Based Financed Equipment not financed on perform its obligations under the Effective Date)Loan Documents, provided that such International Based Financed Equipment certificate is relocated to such foreign premisesin fact true and correct; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the Borrower; (i) a Release Letter from each Incumbent Lender with respect Written money transfer instructions addressed to the Financed Equipment purchased Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (j) Evidence that all upfront fees due to each of the Lenders under the Fee Letter have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (k) A pro forma Compliance Certificate pursuant to Section 6.1(v); (l) Evidence satisfactory to the Administrative Agent of payment in full of all amounts due to any lenders under the Existing Agreement which are not continuing as Lenders hereunder; (m) A certificate signed by an officer of the Borrower, setting forth in reasonable detail the calculation of the Unencumbered Pool Value; (n) All information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and (jo) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably and customarily acceptable to the parties and their respective counsel.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) duly executed originals copies of the Loan Documents Documents, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified duly executed Account Control Agreement(s) with respect to each Deposit Account and account holding Investment Property (other than an Excluded Account) maintained by Borrower or any Subsidiary; (c) a legal opinion of ▇▇▇▇▇▇▇▇’s counsel in form and substance reasonably acceptable to Agent; US-DOCS\173942747.1 (d) copy of resolutions of each Borrower’s board Board of directors Directors, certified by an officer of such Borrower, (i) evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and , (ii) authorizing a specified person or persons to execute the Warrant Loan Documents to which it is a party on its behalf, (iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and transactions evidenced therebynotices (including, if relevant, any Advance Request or other relevant notice) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party, and (iv) acknowledging that the Board of Directors is acting for a proper purpose and that the Loan Documents are in the best interests of that Borrower and for its commercial benefit; (ce) certified copies of the Certificate Charter of Incorporation Borrower, certified by the Secretary of State of the applicable jurisdiction of organization and the Bylawsother Organizational Documents, as amended through the Closing Date, of Borrower; (df) a certificate of good standing for Borrower from its state jurisdiction of incorporation organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (eg) certified copies, dated as of a certificate recent date, of incumbency as to each officer of Borrower who is authorized to execute searches for financing statements filed in the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf central filing office of Borrower’s jurisdiction of incorporation or organization, includingas applicable, without limitationaccompanied by written evidence (including any UCC termination statements) that the Liens on any Collateral indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the chief financial officer of Borrowerinitial Term Loan Advance, will be terminated or released; (fh) payment of the Due Diligence Fee, Initial Facility Charge and reimbursement of LenderAgent’s and ▇▇▇▇▇▇▇’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (gi) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 a duly executed copy of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, Perfection Certificate and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premiseseach exhibit and addendum thereto; (hj) a Consent Letter from all certificates of insurance and copies of each Incumbent Lenderinsurance policy and endorsement required hereunder; (ik) [reserved]; (l) duly executed bailee agreements for any bailee location holding a Release Letter from each Incumbent Lender with respect portion of Borrower’s assets or property valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($100,000); (m) all reports, declarations and forms required by the SBA, including but not limited to the Financed Equipment purchased with the proceeds of the initial AdvanceSBA 652, SBA 1031 and SBA 480; and (jn) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents (other than the Warrant, which shall be an original), and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified duly executed Account Control Agreement(s) with respect to each Deposit Account and account holding Investment Property (other than an Excluded Account) maintained by Borrower or any Subsidiary (other than the MSC Subsidiary); (c) a legal opinion of Borrower’s counsel in form and substance reasonably acceptable to Agent; (d) a copy of resolutions of Borrower’s board Board of directors Directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and Documents (ii) including the Warrant and transactions evidenced therebyWarrant), certified by an officer of Borrower; (ce) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (df) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (eg) a certificate any required filing in the central filing office of incumbency as to each officer the State of Borrower who is authorized to execute Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens on any Collateral indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Term Loan DocumentsAdvance, the Warrant, and all other documents and instruments to will be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowerterminated or released; (fh) payment of the Due Diligence Fee (to the extent not already paid), Initial Facility Charge and reimbursement of LenderAgent’s and the Lenders’ current reasonable, documented, and out-of-pocket expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement all certificates of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesinsurance required hereunder; (hj) duly executed landlord’s consent(s) in favor of Agent for each of Borrower’s leased locations (other than Borrower’s headquarters location) at which Collateral with a Consent Letter from each Incumbent Lendervalue in excess of Three Hundred Thousand Dollars ($300,000) is located; (ik) duly executed bailee’s waiver(s) in favor of Agent for each location (other than Borrower’s headquarters location) where Borrower maintains property with a third party and at which Collateral with a value in excess of Three Hundred Thousand Dollars ($300,000) is located; (l) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds duly executed copy of the initial AdvancePerfection Certificate and each exhibit and addendum thereto; and (jm) such other documents as Lender Agent may have reasonably requestrequested.

Initial Advance. Borrower The Lenders shall have delivered not be required to Lender each make the initial Advance hereunder unless the General Partner (in its capacity as the general partner of the following, in form Borrower and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):Guarantor) and the Borrower have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, the Guaranty, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Copies of the Certificate certificate of Incorporation limited partnership of the Borrower, together with all amendments, and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing or partnership qualification (if issued), both certified by the appropriate governmental officer of the State of Tennessee, and foreign qualification certificates, certified by the appropriate governmental officer, for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and each jurisdiction where the failure to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) Copies, certified by an officer of the General Partner of the Borrower, of its Partnership Agreement, together with all amendments; (iv) Copies of the formation and organizational documents of the Trust, together with all amendments, and a certificate of incumbency as to each good standing, both certified by the appropriate governmental officer of Borrower who is the State of Maryland, and foreign qualification certificates, including, but not limited to, a Certificate of Trust filed with the Secretary of State of Maryland, certified by the appropriate governmental officer, for each jurisdiction where the failure to so qualify or be licensed (if required) would have a Material Adverse Effect; (v) An incumbency certificate, executed by an officer of the General Partner, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of the Borrower, including, without limitation, upon which certificate the chief financial officer Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (fvi) payment Copies of the Facility Charge articles of incorporation of the General Partner, together with all amendments, and reimbursement a certificate of Lender’s current expenses reimbursable pursuant good standing, both certified by the appropriate governmental officer of the State of Tennessee, and foreign qualification certificates, certified by the appropriate governmental officer, for each jurisdiction where the failure to this Agreement, which amounts may so qualify or be deducted from the initial Advancelicensed (if required) would have a Material Adverse Effect; (gvii) Landlord Consents Copies, certified by the Secretary or Bailee AgreementsAssistant Secretary of the General Partner, of its by-laws, together with all amendments, and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the borrowing provided for herein and the execution, delivery and performance of the Loan Documents by the General Partner to be executed and delivered by it hereunder on behalf of itself and the Borrower and of the Guaranty by the General Partner and Trust in their capacity as applicablethe Guarantors; (viii) An incumbency certificate, for executed by the premises where Secretary or Assistant Secretary of the Financed Equipment willGeneral Partner and Trust, upon completion respectively, which shall identify by name and title and bear the signature of transitthe officers of the General Partner and Trust authorized to sign this Agreement and the Guaranty; (ix) A written opinion of the Borrower, be located; providedGeneral Partner and Trust's in-house general counsel, addressed to the Lenders in substantially the form of Exhibit "D" hereto; (x) A certificate, signed by an officer of the General Partner of the Borrower, stating that up to $3,750,000 on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower and the General Partner are true and correct as of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Borrowing Date), such International Based Financed Equipment is relocated to such foreign premises; (hxi) The most recent financial statements of the General Partner and the Borrower and a Consent Letter certificate from each Incumbent Lenderan officer of the General Partner that no material adverse change in the Borrower's or General Partner's financial condition has occurred since the date of such statements; (ixii) a Release Letter from each Incumbent Lender UCC financing statement, judgment, and tax lien searches with respect to the Financed Equipment purchased with Borrower, General Partner and the proceeds of the initial Advance; andTrust from Maryland and Tennessee; (jxiii) Written money transfer instructions, in substantially the form of Exhibit "G" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xiv) Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be acceptable to the parties and their respective counsel.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents (other than the Warrant, which shall be an original), Account Control Agreements, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors Board evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute evidence that the Loan Documentsand Security Agreement dated as of December 21, 2015, by and among Borrower, Titan Multi-Strategy Fund I, Ltd. and the Warrantinvestors listed on Annex A thereto, together with all documents and agreements executed in connection therewith, shall have been terminated and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borroweramounts thereunder shall have been paid in full; (f) evidence that (i) the Lien securing Indebtedness owed by Borrower to Titan Multi-Strategy Fund I, Ltd. (Security Agent) will be terminated and (ii) the documents and/or filings evidencing the perfection of such Lien, including without limitation any financing statements and/or control agreements, have been terminated; (g) payment of the Due Diligence Fee, the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (jh) such other documents as Lender Agent may reasonably request.

Initial Advance. Borrower shall have delivered At or prior to Lender each the making of the followinginitial extension of credit hereunder, in form and substance satisfactory to Lender (the date on which each of the following conditions precedent shall also have been so delivered is referred to herein as the “Effective Date”):satisfied: (a) the Lender shall have received the following (each to be properly executed originals of and completed) and the Loan Documents and all other documents and instruments reasonably required by Lender same shall have been approved as to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance by the Lender: (i) the Notes; (ii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Lender or its counsel may reasonably acceptable to Lenderrequest; (iii) an incumbency certificate containing the name, title and genuine signatures of each of the Company’s Authorized Representatives; and (iv) an arrangement fee letter. (b) the Lender shall have received the initial fees called for hereby; (c) the Lender shall have received the favorable written opinion of counsel for the Company in substantially the form attached hereto as Exhibit D; (d) the Lender shall have been furnished copies, certified copy as being true and correct by the Secretary or other officer of resolutions of Borrower’s board of directors evidencing approval the Company acceptable to the Lender, of (i) the Loan Proxy and other transactions evidenced by the Loan Documents; Prospectus dated October 4, 2001, and all amendments and supplements thereto, (ii) the Warrant Agreement and transactions evidenced thereby; Plan of Merger among the Company, Lincoln Acquisition Corp. and Mid Town and all amendments and supplements thereto, (ciii) copy of the Certificate of Merger filed with the Illinois Secretary of State as to the merger of Mid Town with and into Lincoln Acquisition Corp., (iv) approval letter as to the Merger from the Office of Thrift Supervision and acknowledgement letter from the Illinois Office of Banks & Real Estate, (v) evidence of shareholder approval of the Merger from the shareholders of Mid Town, (vi) certified copies of the Certificate Resolutions adopted by the Board of Incorporation Directors of the Company and of Mid Town authorizing the execution, delivery, and performance of the Merger Documents and the Bylawsconsummation of the transaction contemplated thereby, as amended through and (vii) the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where opinion letter delivered by counsel to Mid Town to the failure Company with respect to be qualified would have a Material Adverse Effectthe Merger; (e) the Lender shall have received a good standing certificate for the Company (dated as of the date no earlier than 30 days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation, and a certificate from the Office of incumbency Thrift Supervision as to each officer the registration of Borrower who is authorized to execute the Loan Documents, the Warrant, Company as a savings and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowerloan holding company; (f) payment the Lender shall have been furnished a statement by the Company as to the sources and uses of cash required to finance the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance;Merger; and (g) Landlord Consents or Bailee Agreementsby signing in the space provided for that purpose below, the parties agree that the Credit Agreement dated as of May 22, 1996, as applicableamended, for between the premises where Company and the Financed Equipment willBank, the loans outstanding under which are evidenced by the promissory notes of the Company issued pursuant to the terms thereof (the “Prior Notes”), will be, effective upon completion of transit, be located; provided, that up to $3,750,000 the making of the initial Advance extension of credit hereunder, terminated and no further borrowings may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitmade thereunder, and (ii) within 90 days of any loans outstanding and evidenced by the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed Prior Notes shall be repaid in full on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestdate thereof.

Initial Advance. Borrower shall have delivered The obligation of the Bank to Lender each make the initial Advance is subject to the following condition precedents: (i) the receipt on or before the day of such Advance all of the following, each dated (unless otherwise indicated) the date hereof, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):Bank: (a1) This Agreement and the Revolving Credit Note, each duly executed originals of by the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Borrower. (b2) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a A certificate of good standing for the Borrower from its state of incorporation and similar certificates from all other jurisdictions in each Restricted Subsidiary which it does business is a corporation, and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency existence for each Restricted Subsidiary which is a partnership, each certified by the appropriate governmental officer in its jurisdiction of incorporation or organization, as to the case may be. (3) Copies (x) certified by the Secretary or Assistant Secretary of the Borrower and of each officer Restricted Subsidiary which is a corporation, respectively, of Borrower who is authorized to execute its articles of incorporation (together with all amendments thereto) and its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Loan Documents, Bank) authorizing the Warrant, and all other documents and instruments to be delivered pursuant to execution of the Loan Documents to which such entity is a party and (u) certified by the Warrant on behalf Secretary or Assistant Secretary of the general partner of each Restricted Subsidiary which is a partnership of its partnership agreement and any partnership certificate or other significant governing document, and of any partnership actions authorizing the execution of the Loan Documents to which such entity is a party. (4) Incumbency certificates, executed by the Secretary or Assistant Secretary of the Borrower and of each Restricted Subsidiary, which shall identify by name and title and bear the signature of the officers of such entity authorized to sign the Loan Documents to which it is a party and (in the case of the Borrower) to make borrowings hereunder, upon which certificates the Bank shall be entitled to rely until informed of any change in writing by the Borrower or by a Restricted Subsidiary, as the case may be. (5) A certificate, signed by a Senior Financial Officer of the Borrower, includingstating that on the initial borrowing date no Event of Default or Potential Default has occurred and is continuing and demonstrating compliance, without limitationon and as of the initial Borrowing Date, with the chief financial officer of Borrower; covenants set forth in paragraph (f) payment under the heading "COVENANTS" herein and with Section 6.20 of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this First Chicago Credit Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder, unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders which has requested a Note, this Agreement and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSubsidiary Guaranty; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for the Borrower and each Subsidiary Guarantor, from its state the State of incorporation Maryland for the Borrower and similar the states of organization of each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for the Borrower and each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of the Borrower or such Subsidiary Guarantor to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of the Borrower and the Subsidiary Guarantors, certified by an officer of the Borrower who is or such Subsidiary Guarantor, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of the Borrower, includingupon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or any such Subsidiary Guarantor; (v) Copies, without limitationcertified by a Secretary or an Assistant Secretary of the Borrower and each Subsidiary Guarantor, of the chief financial Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Subsidiary Guarantor hereunder; (vi) A written opinion of the Borrower’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in substantially the form of Exhibit H hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower; (fix) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this AgreementUCC financing statement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitjudgment, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender tax lien searches with respect to the Financed Equipment purchased Borrower from its state of organization and principal place of business; (x) Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xi) A fully executed copy of the Fee Letters; (xii) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (xiii) A compliance certificate pursuant to Section 6.1(v); (xiv) Confirmation, in a form reasonably acceptable to the Agent, that sufficient proceeds from the Initial Advance will be used to repay existing Secured Indebtedness and to obtain the release of the existing liens encumbering those Qualifying Unencumbered Properties described on Schedule 5 attached hereto; and (jxv) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder, or issue the initial Facility Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of this Agreement (with sufficient originals thereof for each of the Lenders), the Notes payable to each of the Lenders, the Subsidiary Guaranty and any other additional Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderDocuments; (b) (A) Certificates of good standing for each Loan Party from its state of organization, certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Effective Date, and (iiB) foreign qualification certificates for each Loan Party certified by the Warrant appropriate governmental officer and transactions evidenced therebydated not more than thirty (30) days prior to the Agreement Effective Date, for each jurisdiction in which an Unencumbered Property owned by such Loan Party is located; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation and regulations, if appropriate) of the BylawsLoan Parties, certified by an officer of the Borrower or such other Loan Party, as amended through the Closing Dateappropriate, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by officers of the Loan Parties, which shall identify by name and title and bear the signature of the Persons authorized to sign this Agreement and the additional Loan Documents and to make borrowings hereunder on behalf of such parties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions any change in which it does business and where writing by the failure to be qualified would have a Material Adverse Effectapplicable Loan Party; (e) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency as the applicable Loan Party, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantBorrower, and all other documents the execution, delivery and instruments performance of this Agreement and the additional Loan Documents to be executed and delivered pursuant to by the applicable Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerParty; (fi) payment A written opinion of the Facility Charge Loan Parties’ special counsel, Proskauer Rose LLP, addressed to the Lenders and reimbursement in form reasonably satisfactory to the Administrative Agent, and (ii) a written opinion of Lender’s current expenses reimbursable pursuant the Loan Parties’ special Maryland counsel, ▇▇▇▇▇▇▇ LLP, addressed to this Agreement, which amounts may be deducted from the initial AdvanceLenders and in form reasonably satisfactory to the Administrative Agent; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an Authorized Officer of the initial Advance may be used for Borrower, stating that on the purchase Agreement Effective Date no Default or Unmatured Default has occurred and is continuing, and there has been no change in the financial condition or business of International Based Financed Equipment without delivering to Lender, prior the Borrower and the Consolidated Group taken as a whole since the date of the most recent financial statements delivered to the disbursement of such Advance, any Landlord Consents in respect Administrative Agent which would reasonably be expected to have a Material Adverse Effect and that all representations and warranties of the premises Borrower are true and correct in the continental United States where such International Based Financed Equipment may be located temporarily, so long as all material respects (i) prior except to the disbursement of such Advance, one or more Bailee Agreements, extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Agreement Effective Date (or, 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 true and correct in all material respects as of such earlier date, except to the extent that any subsequent Advance Date with respect to any International Based Financed Equipment not financed representation and warranty that is qualified by materiality shall be true and correct in all respects on the Effective Datesuch earlier date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent LenderThe most recent quarterly financial statements of the Borrower; (i) a Release Letter from each Incumbent Lender UCC financing statement searches with respect to the Financed Equipment purchased with the proceeds Borrower and each of the initial Advance; andother Loan Parties from the state of its organization and with respect to each owner of an Initial Unencumbered Property from the state in which such Unencumbered Property is located; (j) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other documents related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) A pro forma compliance certificate in the form of Exhibit A, utilizing the covenants established herein and executed by the Borrower’s chief financial officer or chief accounting officer; (l) Evidence that all fees due to each of the Lenders with respect to this Agreement have been paid; (m) A subordination agreement executed by the Advisor in the form attached hereto as Exhibit K and made a part hereof; (n) A Beneficial Ownership Certification, if Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulation, which such Beneficial Ownership Certification shall also be delivered to any Lender may reasonably request.that so requests in addition with any other “know your customer” information that such Lender requests;

Initial Advance. Borrower The Lenders shall not be required to make the initial Credit Extension hereunder unless (a) the Borrowers have furnished to the Administrative Agent with sufficient copies for the Lenders or (b) the following shall have delivered to Lender each occurred, as applicable: (i) Copies of the followingarticles or certificate of incorporation of each Borrower, together with all amendments, and certificates of existence and good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies of the articles or certificate of incorporation or other charter documents of each Guarantor, together with all amendments, and certificates of existence and good standing, each certified by the appropriate governmental officer in its jurisdiction of organization. (iii) Copies, certified by the Secretary or Assistant Secretary of each Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iv) Copies certified by the Secretary or Assistant Secretary of each Guarantor, of its bylaws or other organization agreement, and of its Board of Directors resolutions or of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Guarantor is a party. (v) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Guarantor authorized to sign the Loan Documents to which such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Guarantor. (vii) A certificate, signed by the chief financial officer of each Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (viii) A written opinion of the Borrowers' and the Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (ix) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (x) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (xi) A Guaranty duly executed by the Guarantors. (xii) The Administrative Agent shall have determined that (i) there has not been, since August 9, 2000, any material adverse change in primary or secondary loan syndication markets or in capital markets generally that would impair syndication of the Loans hereunder and (ii) the Parent Borrower has fully cooperated with the Administrative Agent's syndication efforts including, without limitation, by providing the Administrative Agent with information regarding the Parent Borrower's operations and prospects and such other information as the Administrative Agent deems necessary to successfully syndicate the Loans hereunder. (xiii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xiv) Copies, certified by an Authorized Officer of the Parent Borrower, of the November 2000 Acquisition Agreement and all related documents, instruments and agreements, together with evidence that all conditions precedent to the consummation of the transactions contemplated thereby, other than the making of the initial Credit Extension hereunder, shall have been satisfied or waived, and that such transaction shall be consummated simultaneous with the making of the initial Credit Extension hereunder. (xv) Copies, certified by an Authorized Officer of the Parent Borrower, of that certain Agreement and Plan of Merger ("Premier Acquisition Agreement") dated as of August 11, 2000 among Premier Construction Products Statutory Trust, Premier Construction Products Acquisition Corp. and Republic Group Incorporated (together with its successors, "RGI") and all related documents, instruments and agreements, together with evidence that all conditions precedent to the consummation of the transactions contemplated thereby shall have been satisfied or waived, and that such transaction shall be consummated prior to or simultaneous with the making of the initial Credit Extension hereunder. (xvi) A copy of the written opinion of RGI's counsel, delivered in connection with the Premier Acquisition Agreement, along with a letter addressed to the Lenders from RGI's counsel authorizing the reliance by the Lenders on such opinion, such opinion to be satisfactory to the Administrative Agent and addressing matters related to the Premier Acquisition Agreement and transactions contemplated thereby as may be requested by the Administrative Agent. (xvii) A copy of the written opinion of Target's counsel delivered in connection with the November 2000 Acquisition, along with a letter addressed to the Lenders from Target's counsel authorizing the reliance by the Lenders on such opinion, such opinion to be satisfactory to the Administrative Agent and addressing matters related to the November 2000 Acquisition as may be requested by the Administrative Agent. (xviii) Evidence that all funded Indebtedness owed by the Parent Borrower, its Subsidiaries and the Target, excluding the Existing Facility LCs and the Target Senior Subordinated Notes but including, without limitation, the Indebtedness evidenced by that certain Credit Agreement dated as of April 18, 1994, among the Parent Borrower, Bank One, NA (successor by merger to The First National Bank of Chicago), as Agent, and the other lenders named therein, as the same has been amended or modified from time to time, shall have been, or will be simultaneously with the funding of the initial Credit Extension, repaid in full. (xix) Evidence that as of the date hereof, the Parent Borrower has or has placed in escrow upon terms satisfactory to the Administrative Agent at least $130,000,000 in cash available, which funds shall be used as a portion of the purchase price for the November 2000 Acquisition. (xx) Copies of (a) the pro forma opening consolidated financial statements for the Parent Borrower giving effect to the November 2000 Acquisition (b) projections updating projections previously provided to the Lenders, and (c) such other information reasonably requested by the Administrative Agent or the Required Lenders, all in form and substance satisfactory to Lender the Administrative Agent and the Required Lenders. (xxi) The corporate capital and ownership structure of the Parent Borrower and its Subsidiaries shall be as described in Schedule 4. The Administrative Agent shall be satisfied with the management structure, legal structure, voting control, liquidity and capitalization of each Borrower as of the date of the initial Credit Extension. (xxii) The Administrative Agent shall have received a true, correct, and complete copy of the Indenture governing the Target Senior Subordinated Notes (the date on which each "Indenture"), all material documents executed in connection therewith, and all amendments or supplements thereto, certified by an officer of the following shall have been so delivered is referred Parent Borrower to herein as the “Effective Date”): (a) executed originals be true and correct and in full force and effect, together with a certificate of an officer of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate Parent Borrower that no default then exists thereunder or will result from the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;by this Agreement. (bxxiii) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as the Administrative Agent, any Lender or their counsel may have reasonably requestrequested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has made payment to Lender each the Administrative Agent for the account of the following, Lenders in form immediately available funds the upfront fees payable under Section 2.4 and substance satisfactory the Borrower has furnished to Lender the Administrative Agent with sufficient copies for the Lenders: (the date on which each i) Copies of the following shall have been so delivered is referred restated articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to herein verify the identity of Borrower as required by Section 326 of the “Effective Date”):USA Patriot Act. (aii) executed originals Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate which the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Borrower is a party. (biii) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced An incumbency certificate, executed by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Secretary or Assistant Secretary of the Certificate Borrower, which shall identify by name and title and bear the signatures of Incorporation the Authorized Officers and any other officers of the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Warrant on behalf Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, including, without limitation, signed by the chief financial officer of Borrower; (f) payment or treasurer of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this AgreementBorrower, which amounts may be deducted from stating that on the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 date of the initial Advance may be used for no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the purchase of International Based Financed Equipment without delivering to LenderBorrower’s counsel, prior addressed to the disbursement Lenders in substantially the form of Exhibit A. (vi) Any Note requested by a Lender pursuant to Section 2.10 payable to the order of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as requesting Lender. (ivii) prior Evidence satisfactory to the disbursement Administrative Agent of such Advance, one any required governmental approvals or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;consents regarding this Agreement. (hviii) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as any Lender or its counsel may have reasonably requestrequested.

Initial Advance. At or prior to the making of the initial advance hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank shall have received the following (and, with respect to all documents, each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Note; (ii) the Pledge Agreement from the Borrower; (iii) a copy of the Initial Surety Policy; (iv) copies (executed or certified as may be appropriate) of resolutions of the Board of Directors or other governing body of the Borrower authorizing the execution, delivery, and performance of the Loan Documents; (v) certificate of incorporation of the Borrower certified by the appropriate governmental office of the state of its organization; (vi) by-laws for the Borrower certified by an appropriate officer of the Borrower acceptable to the Bank; (vii) an incumbency certificate containing the names, titles and genuine signatures of the Borrower's Authorized Representatives; (viii) a good standing certificate for the Borrower, dated as of a date no earlier than 30 days prior to the date hereof, from the appropriate governmental offices in the state of its incorporation or organization and in each state in which it is qualified to do business as a foreign organization; (ix) copies of the Borrower's Operating Guidelines as in effect on the date hereof, certified by an appropriate officer of the Borrower acceptable to the Bank; and (x) a pro forma balance sheet of the Borrower as of the date of this Agreement (the "Opening Balance Sheet") showing the Borrower's receipt of the cash capital contribution required by Section 7.2(b); (b) the Borrower shall have delivered to Lender each received a cash capital contribution from Primus Corporate Services, Inc. in an amount not less than $100,000,000; (c) the Bank shall have received evidence that the Borrower has a ▇▇▇▇▇'▇ Rating of Aaa and an S&P Rating of AAA; (d) the following, Custody Account and the Pledged Account shall have been established; (e) the Bank shall have received the initial fees called for hereby; (f) the Bank shall have received the favorable written opinion of counsel for the Borrower in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents Bank and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advancecounsel; (g) Landlord Consents or Bailee Agreementsthe Bank shall have received financing statement, as applicable, for tax and judgment lien search results against the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 Property of the initial Advance may be used for Borrower evidencing the purchase absence of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long Liens on their Property except as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisespermitted by Section 8.8 hereof; (h) contemporaneously therewith the Liens granted to the Bank under the Collateral Documents shall have been perfected in a Consent Letter from each Incumbent Lender;manner reasonably satisfactory to the Bank and its counsel; and (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) Bank shall have received such other documents agreements, instruments, documents, certificates and opinions as Lender the Bank may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents (other than the Warrant, which shall be an original), Account Control Agreements, a legal opinion of Borrower’s Cayman Islands counsel and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a draft of the updated Register of Mortgages and Charges of Stealth Cayman including the details of the security being granted under the Loan Documents to the satisfaction of Agent; (e) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (ef) a certificate of incumbency as to each officer of receipt by Borrower who is authorized to execute the Loan Documentsafter May 31, the Warrant, 2017 and all other documents and instruments to be delivered pursuant prior to the Loan Documents and the Warrant on behalf Closing Date of Borrower, including, without limitation, the chief financial officer at least Ten Million Dollars ($10,000,000) of BorrowerNet Financing Proceeds; (fg) payment of the Due Diligence Fee and the Initial Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted (if not already paid by Borrower) from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from copies of each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advanceinsurance policy required hereunder; and (ji) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) duly executed originals copies of the Loan Documents Documents, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified duly executed Account Control Agreements with respect to the Funding Account (c) a legal opinion of B▇▇▇▇▇▇▇’s counsel in form and substance reasonably acceptable to Agent; (d) copy of resolutions of Borrower’s board Board of directors Directors, certified by an officer of B▇▇▇▇▇▇▇, (i) evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and , (ii) authorizing the Warrant Borrower’s officers or any officer to execute the Loan Documents to which it is a party on its behalf, (iii) authorizing the Borrower’s officers or any officer, on its behalf, to sign and/or dispatch all documents and transactions evidenced therebynotices (including, if relevant, any Advance Request or other relevant notice) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party, and (iv) acknowledging that the Loan Documents are in the best interests of that Borrower and for its commercial benefit; (ce) certified copies of the Certificate Charter of Incorporation Borrower, certified by the Secretary of State of the applicable jurisdiction of organization and the Bylawsother Organizational Documents, as amended through the Closing Date, of Borrower; (df) a certificate of good standing for Borrower from its state jurisdiction of incorporation organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would reasonably be expected to have a Material Adverse Effect; (eg) certified copies, dated as of a certificate recent date, of incumbency as to each officer searches for financing statements filed in the central filing office of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf State of Borrower, including, without limitation, the chief financial officer of BorrowerDelaware; (fh) payment of the Due Diligence Fee, Initial Facility Charge and reimbursement of LenderAgent’s and L▇▇▇▇▇▇’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (gi) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 a duly executed copy of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, Perfection Certificate and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premiseseach exhibit and addendum thereto; (hj) a Consent Letter from all certificates of insurance and copies of each Incumbent Lenderinsurance policy; (ik) a Release duly executed copy of the Payoff Letter from each Incumbent Lender with respect Banc of California and recorded copies of all lien terminations related to the Financed Equipment purchased with Banc of California Credit Agreement; (l) [reserved]; (m) [reserved]; (n) all reports, declarations and forms required by the proceeds of the initial AdvanceSBA, including but not limited to SBA 652, SBA 1031 and SBA 480; and (jo) such other documents as Lender Agent may reasonably request.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, this Agreement, the Environmental Indemnity and all other documents and instruments reasonably required by Lender to effectuate of the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSecurity Documents; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower GPLP and Owner from its state the State of incorporation Delaware, certified by the appropriate governmental officer and similar dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for GPLP and the Owner, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of GPLP or Owner to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) Copies of the formation documents (including code of regulations, if appropriate) of GPLP and the Owner, certified by an officer of GPLP or Owner, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower, the Parent Entities and Owner, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of such parities, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by GPLP or any such Parent Entity or the Owner; (v) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency the Parent Entities, of the Board of Directors' resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Parent Entity hereunder; (vi) A written opinion of the Borrower's and Parent Entities' counsel, addressed to the Lenders in substantially the form of Exhibit F hereto or such other form as the Administrative Agent may reasonably approve; (vii) A written opinion from counsel in Kansas, in form and substance satisfactory to Administrative Agent, as to the enforceability of the Mortgage encumbering the Collateral Asset; (viii) A certificate, signed by an Authorized Officer of GPLP and Owner, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing, there has been no Material Adverse Effect, and that all representations and warranties of the Borrower are true and correct in all material respects as of the initial Borrowing Date provided that such certificate is in fact true and correct; (ix) The most recent financial statements of GPLP; (x) UCC financing statement, judgment, and tax lien searches with respect to GPLP and Owner from Kansas, Ohio and Delaware; (xi) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xii) Evidence that all upfront fees due to each officer of Borrower who the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial Advance hereunder; (xiii) There is authorized no event of default under the GPLP Revolver; (xiv) The Administrative Agent shall have received a survey for the Collateral Asset certified as set forth in Schedule 5 attached hereto to execute the Loan DocumentsAdministrative Agent and in a form satisfactory to counsel for the Administrative Agent; (xv) The Administrative Agent shall have received in respect of the Collateral Asset a title policy (or policies) complying with the requirements as set forth in Schedule 6 attached hereto, showing no exceptions to title other than those permitted under the WarrantMortgage, except such as may be approved by the Administrative Agent, naming the Administrative Agent for the benefit of the Lenders as the insured under such policy and containing such endorsements as may be available in the applicable jurisdiction and as the Administrative Agent may require. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of any endorsements, and all charges for mortgage recording tax, if any, have been paid; (xvi) If any portion of any buildings included in the Collateral Asset is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other documents applicable agency, the Administrative Agent shall have received (i) a policy of flood insurance which (A) covers any parcel of improved real property which is encumbered by the Mortgage and instruments (B) is written in an amount satisfactory to the Administrative Agent or the maximum limit of coverage made available with respect to the particular type of property under the Act, whichever is less, and (ii) confirmation that the Owner has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board of Governors of the Federal Reserve System. To the extent the Collateral Asset is not located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other agency, the certification of the survey of the Collateral Asset to be delivered pursuant to the Loan Documents and the Warrant on behalf clause (xvi) above shall include confirmation of Borrower, including, without limitation, the chief financial officer of Borrowersuch fact; (fxvii) payment The Administrative Agent shall have received a copy of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender all recorded documents with respect to the Financed Equipment purchased Collateral Asset referred to, or listed as exceptions to title in, the title policy referred to in Section 4.1(xvii) and a copy, certified by such parties as the Administrative Agent may deem appropriate, of all other documents materially affecting the Collateral Asset, including without limitation copies of any leases on any leases with Major Tenants thereof; (xviii) The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the Uniform Commercial Code, judgment and tax lien filings which may have been filed with respect to personal property of the Owner used in connection with the proceeds Collateral Asset and the results of such search shall be satisfactory to the Administrative Agent; (xix) The Administrative Agent shall have received evidence in form and substance satisfactory to it that all of the initial Advancerequirements for insurance as set forth in Schedule 7 attached hereto shall have been satisfied; (xx) The Administrative Agent shall have received a current rent roll and current operating statements for the Collateral Asset; (xxi) The Administrative Agent shall have received the most recent engineer's report on the condition of the improvements upon the Collateral Asset in Borrower's possession; (xxii) The Administrative Agent shall have received the most recent Phase I report and certification (or updated report and recertification) for the Collateral Asset in Borrower's possession; and (jxxiii) such Such other documents as Lender the Administrative Agent or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to confirm and ratify, create and and/or perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) a legal opinion of ▇▇▇▇▇▇▇▇’s U.S. and Canadian counsel in form and substance reasonably acceptable to Agent; (c) certified copy of resolutions of each Borrower’s board Board of directors Directors and, evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and Documents (including the Warrant), (ii) authorizing a specified person or persons to execute the Warrant Loan Documents to which it is a party on its behalf, (iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and transactions evidenced therebynotices (including, if relevant, any Advance Request or other relevant notice) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party, and (iv) acknowledging that the Board of Directors are acting for a proper purpose and that the Loan Documents are in the best interests of that Borrower and for its commercial benefit; (cd) certified copies of the Certificate of Incorporation Incorporation, the Bylaws and the Bylawsother organizational documents, as amended through the Closing Date, of each Borrower; (de) a certificate of good standing (or equivalent) for each Borrower from its state jurisdiction of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of all accrued and unpaid interest, fees and other expenses under the Existing Loan and Security Agreement, the Initial Facility Charge and reimbursement of LenderAgent’s and the Lenders’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion all certificates of transit, be located; provided, that up to $3,750,000 insurance and copies of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as each insurance policy required hereunder; (i) prior the certificates representing the Equity Interests required to be pledged pursuant to the disbursement Pledge Agreement and/or the Deed of Hypothec, together with an undated stock power or similar instrument of transfer for each such Advance, one or more Bailee Agreements, as applicable, are delivered certificate endorsed in respect blank by a duly authorized officer of the foreign premises where such International Based Financed Equipment will be located upon completion of transitpledgor thereof, and (ii) within 90 days of the Effective Date each material debt instrument (if any) endorsed (without recourse) in blank (or any subsequent Advance Date with respect accompanied by an transfer form endorsed in blank) by the pledgor thereof required to any International Based Financed Equipment not financed on be pledged to Agent under the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent LenderPledge Agreement; (i) a Release Letter from each Incumbent Lender with respect perfection certificate duly executed by ▇▇▇▇▇▇▇▇; (j) [Reserved]; (k) [Reserved]; (j) a closing certificate duly executed by ▇▇▇▇▇▇▇▇’s Chief Executive Officer, Chief Financial Officer or Chief Technology Officer, certifying that immediately prior to the Financed Equipment purchased with the proceeds of the initial Advance; and, Borrower shall have Unrestricted Cash in an amount equal to or greater than Sixty Seven Million Dollars ($67,000,000); (jk) a payoff letter from BDC Capital Inc. and evidence that all Indebtedness of Borrower and/or its Subsidiaries owing to BDC Capital Inc. has been indefeasibly repaid in full in cash, and all Liens securing such Indebtedness have been terminated; (l) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals of the Loan Documents Documents, Account Control Agreements, a legal opinions of Parent’s and each Subsidiary Guarantor’s counsel (including foreign counsel), and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of BorrowerParent’s and each Subsidiary Guarantor’s boards of directors or board of directors managers, as applicable, evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the BylawsConstitutional Documents or other constituent document, as amended through the Closing Date, of BorrowerParent and each Subsidiary Guarantor; (d) a certificate of good standing for Borrower Parent and each Subsidiary Guarantor from its state of incorporation and/or province of organization, as applicable, and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (gf) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises Lender shall have determined in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement exercise of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect its sole and absolute discretion that Borrower has a fully-funded plan of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advancefinancing for Sarnia Phase I; and (jg) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, as a condition to the advance of the Initial Term Loan: (a) Borrower shall have delivered to the Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) executed originals copies of the Loan Documents Documents, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by the Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of the Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to the Lender; (bii) certified copy of resolutions of Borrower’s board of directors or other governing body evidencing approval of (i) the Initial Term Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (ciii) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (div) secretary’s certificates as to incumbency; (v) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (fvi) payment of the Facility Charge Closing Date Closing Fee and reimbursement of the Lender’s current expenses reimbursable pursuant to this Agreement, Agreement and which amounts may be deducted from have been invoiced to Borrower prior to the initial Advancedate hereof; (gvii) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 evidence of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises funds in the continental United States where such International Based Financed Equipment may be located temporarilyProject Restricted Accounts in the amount of Eighty-eight million, so long six hundred fifty-eight thousand, two hundred fifty-five and No/100 Dollars ($88,658,255.00) as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Closing Date), such International Based Financed Equipment is relocated to such foreign premises; (hviii) a Consent Letter from each Incumbent Lenderclosing certificate duly executed by Lead Borrower’s Chief Financial Officer certifying that since September 30, 2018, no event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect has occurred; (iix) an executed copy of a Release Letter payoff letter in form and substance reasonably satisfactory to Lender from each Incumbent Lender NY Green Bank, a division of the New York State Energy Research & Development Authority with respect to the Financed Equipment purchased with payoff of, and release of all security interests securing, the proceeds Indebtedness owed under the Existing Credit Agreement; (x) copies of all of Borrower’s material sale leaseback financing agreements and all collateral release agreements and schedules related thereto; (xi) copies of all Specified Customer Agreements; (xii) an Amendment to Staffing Confirmations and Maintenance Services Confirmation, duly executed by each of Plug Power and ServiceCo, and (b) Borrower shall have sent a Letter of Direction to each of the initial Advancebanks listed on Schedule 5.17, which Letter of Direction directs the Escrow Release Amounts to be deposited into the Lender Account, and shall have delivered to Lender countersigned copies of each such Letter of Direction; and (jc) such At least five (5) days prior to the Closing Date, all documentation and other documents as information required by bank regulatory authorities or reasonably requested by Lender may reasonably requestunder or in respect of applicable “know your customer” and anti-money laundering legal requirements including the Patriot Act.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished the following to the Administrative Agent with sufficient copies for the Lenders and the other conditions set forth in this Section 4.1 have been satisfied: (i) Copies of the certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified as of a recent date by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT ACT; (ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions authorizing the execution of the Loan Documents to which the Borrower is a party; (iii) An incumbency certificate dated the Closing Date, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (iv) A certificate, signed by the Chief Financial Officer of the Borrower, stating that on the Closing Date both immediately before and immediately after any Loan made on such date, (a) no Default or Unmatured Default has occurred and is continuing either immediately before or immediately after giving effect to the Acquisition and (b) the representations and warranties contained in Article V are true and correct in all material respects as of the Closing Date (both immediately before and immediately after giving effect to the Acquisition) 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 have been true and correct in all material respects on and as of such earlier date; (v) A written opinion of the Borrower’s internal and external counsel, dated the Closing Date and addressed to the Lenders in form and substance reasonably satisfactory to the Administrative Agent; (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender; (vii) Executed originals of this Agreement; (viii) All legal and regulatory matters relating to this Agreement (not including the Acquisition) shall be satisfactory to the Administrative Agent, including, but not limited to, compliance with all applicable requirements of Regulations U, T and X of the Board of Governors of the Federal Reserve System. All governmental approvals determined by the Borrower to be reasonably necessary in connection with the Acquisition shall have been obtained; and (ix) The Borrower shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (Administrative Agent on the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): Closing Date (a) executed originals a certificate dated the Closing Date in form reasonably satisfactory to the Administrative Agent stating that the Acquisition has been (or, if an Advance is to be made on such date, upon the making of such Advance the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, Acquisition will be) consummated in compliance in all cases in form material respects with applicable law and substance reasonably acceptable to Lender; (b) certified a copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered executed acquisition agreement pursuant to which the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment Acquisition is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestconsummated.

Initial Advance. Borrower shall have delivered Upon execution and delivery of this Agreement by BNPPLC, an advance (the “Initial Advance”) will be made by BNPPLC to Lender each cover the cost of certain Transaction Expenses and other amounts described in this subparagraph. The amount of the followingInitial Advance, which will be included in form and substance satisfactory to Lender the Lease Balance, may be confirmed by a separate closing certificate executed by NAI as of the Effective Date. An arrangement fee (the date on which each “Arrangement Fee”) and an initial administrative agency fee (an “Administrative Fee”) will all be paid from the Initial Advance (and thus be included in the Lease Balance) in the amounts provided in the Term Sheet. To the extent that BNPPLC does not itself use the entire the Initial Advance to pay such fees and Transaction Expenses incurred by BNPPLC, the remainder thereof will be advanced to NAI, with the understanding that NAI will use any such amount advanced for one or more of the following shall have been so delivered is referred to herein as purposes: (1) the payment or reimbursement of Transaction Expenses incurred by NAI and all “Effective Date”): (a) executed originals soft costs” incurred by NAI in connection with the planning, design, engineering, construction and permitting of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; Construction Project; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i2) the Loan and other transactions evidenced by maintenance of the Loan DocumentsProperty; and or (ii3) the Warrant and transactions evidenced thereby; (c) certified copies payment of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered amounts due pursuant to the Loan Documents Operative Documents. (Before executing the separate closing certificate to confirm the Initial Advance, NAI will make a reasonable effort to determine all prior expenses incurred by it as described in clause (1) of the preceding sentence and to request an Initial Advance sufficient in amount to cover all such expenses in addition to the Warrant on behalf of Borrower, including, without limitationArrangement Fee, the chief financial officer of Borrower; (f) payment initial Administrative Fee and all Transaction Expenses incurred by BNPPLC. However, no failure by NAI to identify and include all such expenses in the amount of the Facility Charge and requested Initial Advance will preclude NAI from requesting reimbursement of Lender’s current expenses reimbursable for the same through a subsequent Construction Advance as provided in Paragraph 4. Reimbursable Construction Period Costs to be paid or reimbursed pursuant to this Agreement, which amounts may Paragraph 4 will not be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up limited to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on those incurred after the Effective Date.), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has furnished to Lender each the Agent with sufficient copies for the Lenders: (i) Copies of the following, in form and substance satisfactory to Lender (the date on which each restated certificate of incorporation of the following shall have been so delivered is referred to herein Borrower certified by the Secretary or an Assistant Secretary of the Borrower, together with good standing certificates issued as of a recent date by the “Effective Date”):Secretaries of State of Delaware and Alabama. (aii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and Board of Directors’ resolutions authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed originals by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and all other documents to make borrowings hereunder, upon which certificate the Agent and instruments reasonably required the Lenders shall be entitled to rely until informed of any change in writing by Lender the Borrower. (iv) A certificate, signed by the Chief Financial Officer or the Treasurer of the Borrower, stating that on the date hereof (a) no Default or Unmatured Default has occurred and is continuing and (b) each of the representations and warranties set forth in Article V of this Agreement is true and correct as of such date. (v) A written opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Executive Vice President and General Counsel of the Borrower, addressed to effectuate the transactions contemplated hereby or to create Agent and perfect the Liens of Lender with respect to all Collateral, in all cases Lenders in form and substance reasonably acceptable satisfactory to Lender;the Agent and its counsel. (bvi) certified copy Notes payable to the order of resolutions each of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by Lenders requesting the Loan Documents; and (ii) the Warrant and transactions evidenced thereby;same. (cvii) certified copies Written money transfer instructions, in substantially the form of Exhibit “D” hereto, addressed to the Certificate of Incorporation Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Bylaws, as amended through the Closing Date, of Borrower;Agent may have reasonably requested. (dviii) a certificate of good standing for Borrower from its state of incorporation The Existing Credit Agreement shall have been terminated and similar certificates from all other jurisdictions amounts owing thereunder (including principal, interest and accrued fees) shall have been paid (or shall contemporaneously be paid) in which it does business and where the failure to be qualified would have a Material Adverse Effect;full. (eix) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as any Lender or its counsel may have reasonably requestrequested.

Initial Advance. The Borrower may make a request ("INITIAL ADVANCE REQUEST") for the Lender to make the Initial Advance. If all conditions contained in this Section are satisfied on or before the Closing Date for the Initial Advance, the Lender shall have delivered to Lender each make the Initial Advance on the Initial Closing Date or on another date selected by the Borrower and approved by the Lender. The obligation of the followingLender to make the Initial Advance is subject to the following conditions precedent: (a) Receipt by the Lender of the Initial Advance Request; (b) Receipt by the Lender of one or more counterparts of the Cash Management Agreement, dated as of the Initial Closing Date; (c) The delivery to the Title Company, for filing and/or recording in all applicable jurisdictions, of all applicable Loan Documents required by the Lender, including duly executed and delivered original copies of the Variable Facility Note, a Fixed Facility Note, the Guaranty, the Initial Security Instruments covering the Initial Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form and substance satisfactory to the Lender (and in form proper for recordation, as may be necessary in the date on which each opinion of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens created by the applicable Security Instruments and any other Loan Documents creating a Lien in favor of Lender with respect to the Lender, and the payment of all Collateraltaxes, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan fees and other transactions evidenced by the Loan Documents; charges payable in connection with such execution, delivery, recording and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrowerfiling; (d) If the Advance is a certificate Variable Advance, the receipt by the Lender of good standing the first installment of Variable Facility Fee for the Variable Advance and the entire Discount for the Variable Advance payable by the Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure pursuant to be qualified would have a Material Adverse EffectSection 2.04; (e) a certificate The receipt by the Lender of incumbency as the Initial Origination Fee pursuant to each officer of Borrower who is authorized to execute the Loan DocumentsSection 16.02(a), the WarrantInitial Due Diligence Fee pursuant to Section 16.03(a), all legal fees and expenses payable pursuant to Section 16.04(a) and all other documents legal fees and instruments to be delivered expenses payable in connection with the Initial Advance pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;Section 16.04(b); and (f) payment The satisfaction of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents all applicable General Conditions set forth in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestArticle XI.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has made payment to Lender each the Administrative Agent for the account of the following, Lenders in form immediately available funds the upfront fees payable under Section 2.4 and substance satisfactory the Borrower has furnished to Lender the Administrative Agent with sufficient copies for the Lenders: (the date on which each i) Copies of the following shall have been so delivered is referred restated articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the Patriot Act or necessary for the Administrative Agent or any Lender to herein verify the identity of Borrower as required by Section 326 of the “Effective Date”):Patriot Act. (aii) executed originals Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by‑laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate which the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Borrower is a party. (biii) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced An incumbency certificate, executed by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Secretary or Assistant Secretary of the Certificate Borrower, which shall identify by name and title and bear the signatures of Incorporation the Authorized Officers and any other officers of the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Warrant on behalf Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, including, without limitation, signed by the chief financial officer of the Borrower;, stating that on the date of this Agreement (a) the representations and warranties contained in Article V are true and correct in all material respects, (b) no Default or Unmatured Default has occurred and is continuing and (c) the Borrower and its Subsidiaries, taken as a whole, are Solvent. (fv) payment A written opinion of the Facility Charge Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Note requested by a Lender pursuant to Section 2.10 payable to the order of such requesting Lender. (a) At least five days prior to the Restatement Effective Date, all documentation and reimbursement other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of Lender’s current expenses reimbursable pursuant the Borrower at least 10 days prior to the Restatement Effective Date and (b) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, which amounts may the condition set forth in this clause (vii) shall be deducted from the initial Advance;deemed to be satisfied). (gviii) Landlord Consents Evidence satisfactory to the Administrative Agent of any required governmental approvals or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, consents regarding this Agreement. (ix) All fees and other amounts due and payable on or prior to the disbursement of such AdvanceRestatement Effective Date, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarilyincluding, so long as (i) prior to the disbursement extent invoiced, reimbursement or payment of such Advanceany reasonable costs, one internal charges and out of pocket expenses required to be reimbursed or more Bailee Agreements, as applicable, are delivered in respect of paid by the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;Borrower hereunder. (hx) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as any Lender or its counsel may have reasonably requestrequested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder, unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, this Agreement and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSubsidiary Guaranty; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cA) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for the Borrower and each Subsidiary Guarantor, from its state the State of incorporation Maryland for the Borrower and similar the states of organization of each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for the Borrower and each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of the Borrower or such Subsidiary Guarantor to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of the Borrower and the Subsidiary Guarantors, certified by an officer of the Borrower who is or such Subsidiary Guarantor, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of the Borrower, includingupon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or any such Subsidiary Guarantor; (v) Copies, without limitationcertified by a Secretary or an Assistant Secretary of the Borrower and each Subsidiary Guarantor, of the chief financial Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Subsidiary Guarantor hereunder; (vi) A written opinion of the Borrower’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in substantially the form of Exhibit H hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower; (fix) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this AgreementUCC financing statement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitjudgment, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender tax lien searches with respect to the Financed Equipment purchased Borrower from its state of organization and principal place of business; (x) Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xi) A fully executed copy of the Fee Letter dated between the Borrower and the Administrative Agent and the Syndication Agent; (xii) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (xiii) A compliance certificate pursuant to Section 6.1(v); (xiv) A certificate, in substantially the form of Exhibit J attached hereto, signed by an officer of the Borrower, certifying the Aggregate Pool Value; and (jxv) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. Borrower shall have delivered At or prior to Lender each the making of the followinginitial extension of credit hereunder, in form and substance satisfactory to Lender (the date on which each of the following conditions precedent shall also have been so delivered is referred to herein as the “Effective Date”):satisfied: (a) the Bank shall have received the following (and, with respect to all documents, each to be properly executed originals and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Note; (ii) the Guaranty; (iii) copies (executed or certified as may be appropriate) of resolutions of the Board of Directors or other governing body of the Borrower and of each Subsidiary Guarantor authorizing the execution, delivery, and performance of the Loan Documents; (iv) articles of incorporation (or equivalent formation documents) of the Borrower and of each Subsidiary Guarantor certified by the appropriate governmental office of the state of its organization; (v) by-laws (or equivalent governing documents) for the Borrower and for each Subsidiary Guarantor certified by an appropriate officer of such Person acceptable to the Bank; (vi) an incumbency certificate containing the name, title and genuine signature of the Borrower's Authorized Representatives; and (vii) a good standing certificate for the Borrower and each Subsidiary, dated as of a date no earlier than 30 days prior to the date hereof, from the appropriate governmental offices in the state of its incorporation or organization and in each state in the United States in which it is qualified to do business as a foreign organization; (b) the Bank shall have received the closing fees specified in Section 2.13(c) hereof; (c) the Bank shall have received the Intercreditor Agreement; (d) the Bank shall have received such valuations and certifications as it may require in order to satisfy itself as to the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries; (e) legal matters incident to the execution and delivery of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to shall be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant satisfactory to the Loan Documents Bank and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowerits counsel; (f) payment the Bank shall have received financing statement, tax and judgment lien search results against the Property of the Facility Charge Borrower and reimbursement its Subsidiaries, evidencing the absence of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance;Liens on their Property except as permitted by Section 6.11 hereof; and (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) Bank shall have received such other documents agreements, instruments, documents, certificates and opinions as Lender the Bank may reasonably request.

Initial Advance. Borrower At or prior to the time of the initial Loan under the Revolving Credit, the following conditions precedent shall also have been satisfied: (a) the Agent shall have delivered received the following for the account of the Lenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Lenders: (i) the Notes; (ii) copies (executed or certified as may be appropriate) for each Lender of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, the Notes and the Collateral Documents; (iii) the Peshtigo Security Agreement and any financing statements requested by the Agent in connection therewith; (iv) date down endorsement to mortgagee's policies of title insurance (or binding commitments therefor) for those Collateral Documents creating liens on the real property of PlasTechs in Oconto Falls, Wisconsin confirming the liens thereon in amounts satisfactory to the Lenders to be valid first liens subject to no defects or objections which are unacceptable to the Lenders, together with such direct access reinsurance agreements and endorsements (including without limitation a revolving credit endorsement and contiguity and zoning endorsements) as the Agent may require; (v) evidence of the maintenance of insurance by the Borrowers as required hereby or by the Collateral Documents; (b) the liens of the Collateral Documents shall have been duly perfected in the manner required by law so as to be effective against all creditors of and purchasers from the relevant Borrower; (c) the Agent and the Lenders shall have received the initial fees called for hereby; (d) the Lenders shall have received such valuations and certifications as they may require in order to satisfy themselves as to the value of the Collateral, the financial condition of the Borrowers and the lack of material environmental or other contingent liabilities of the Borrowers; (e) the reimbursement agreements for each of the following, Tax-exempt Financings shall have been amended and restated pursuant to written agreements in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):Lenders; and (af) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender legal matters incident to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance shall be reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan Lenders and other transactions evidenced by their counsel and the Loan Documents; and (ii) Agent shall have received for the Warrant and transactions evidenced thereby; (c) certified copies account of the Certificate Lenders the favorable written opinion of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant acceptable counsel to the Loan Documents and Borrowers in substantially the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, form attached hereto as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.Exhibit C.

Initial Advance. Borrower The Lenders shall have delivered not be required to Lender each make the initial Advance hereunder unless all obligations of the followingBorrower under its Credit Agreement dated as of July 15, 1992, as amended, are concurrently paid in form full and substance satisfactory to Lender the Borrower has furnished the following (each dated the date on which each of such initial Advance) to the following shall have been so delivered is referred to herein as Administrative Agent with sufficient copies for the “Effective Date”):Lenders: (a) Copies of the Partnership Agreement of the Borrower and the Operating Agreement, together with all amendments thereto, and copies of the articles of incorporation or partnership agreement of each Partner, each certified by an Authorized Officer or a Partner, as applicable, as being true, correct and complete. (b) Copies, certified by an Authorized Officer, of resolutions authorizing the execution by the Borrower of the Loan Documents. (c) An incumbency certificate, executed originals by an Authorized Officer, which shall identify by name and title and bear the signature of the Authorized Representatives to sign the Loan Documents and all other documents to make borrowings hereunder, upon which certificate the Agents and instruments reasonably required by Lender the Lenders shall be entitled to effectuate the transactions contemplated hereby or to create and perfect the Liens rely until informed of Lender with respect to all Collateral, any change in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced writing by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower;. (d) a certificate A certificate, signed by the Vice President, Finance of good standing for Borrower from its state the Operator, stating that on the initial Borrowing Date no Default or Event of incorporation Default has occurred and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;is continuing. (e) a certificate Written opinions of incumbency as to each officer the General Counsel of Borrower who is authorized to execute the Loan DocumentsOperator and ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, the Warrant, and all other documents and instruments to be delivered pursuant addressed to the Loan Documents Agents and the Warrant on behalf Lenders in substantially the forms of Borrower, including, without limitation, the chief financial officer of Borrower;Exhibits "B-1" and "B-2" hereto. (f) payment Notes payable to the order of each of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance;Lenders. (g) Landlord Consents or Bailee Agreements, A certificate setting forth the Borrower's insurance coverage and insurers as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Closing Date), such International Based Financed Equipment is relocated to such foreign premises;. (h) a Consent Letter from each Incumbent Lender;Such other documents as any Agent or its counsel or the Majority Lenders may have reasonably requested. (i) a Release Letter from each Incumbent Lender Solely with respect to the Financed Equipment purchased with initial Advance under Facility B, a FERC Certificate of Public Convenience and Necessity granting Borrower the proceeds of requisite authority to construct and operate the initial Advance; andExtension and Expansion in form reasonably acceptable to the Borrower and the Agents. (j) such other documents A certificate dated on the Closing Date of an Authorized Officer certifying that the representations and warranties contained in Article V are true and correct as Lender may reasonably requestof the Closing Date.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has furnished to Lender each the Agent and, if required by the Agent, with sufficient copies for the Lenders (or has otherwise satisfied the Agent): (i) Copies of the followingarticles of incorporation and bylaws of the Parent, articles of organization (or certificate of formation) and operating agreement (or limited liability company agreement) of Borrower, and the corresponding organization documents of all of Borrower's Domestic Subsidiaries, together with all amendments, each certified by the Secretary or Assistant Secretary of Parent or Borrower, and a certificate of good standing or existence for the Parent, Borrower and Borrower's Domestic Subsidiaries, each certified by the appropriate governmental officer in its jurisdiction of incorporation, and copies of the articles of incorporation of any foreign Subsidiary, together with all amendments certified by the secretary of said Subsidiary. (ii) Copies, certified by the Secretary or Assistant Secretary of the Parent, Borrower and the authorized person for each Subsidiary, of its Board of Directors' resolutions or consent of members or partners, and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent, Borrower or any of Borrower's Subsidiaries is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) This Agreement executed by the Parent, Borrower, Agent and Lenders. (v) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (vi) The Collateral Documents executed by the Parent, Borrower and all Domestic Subsidiaries, together with the stock certificates affected by the security interests described in Section 2.19. (vii) A written opinion of the Parent's and Borrower's counsel, addressed to the Lenders, in form and substance satisfactory to Lender the Agent. (the date on which each viii) Certificate of an Authorized Officer of the following shall have been so delivered is referred Parent and the Borrower to herein as the “Effective Date”): effect that (a) executed originals of the Loan Documents there has been no Material Adverse Effect since December 31, 1999 and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) on the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby;Closing Date no Unmatured Default or Default exists. (cix) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as any Lender or its counsel may have reasonably requestrequested.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) duly executed originals copies of the Loan Documents to be entered into on the Closing Date, and all other documents and instruments reasonably required by Lender Agent to be delivered on or prior to the Closing Date to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified duly executed Account Control Agreement with respect to the Funding Account; (c) a legal opinion of B▇▇▇▇▇▇▇’s counsel in form and substance reasonably acceptable to Agent; (d) copy of resolutions of each Borrower’s board Board of directors Directors, certified by an officer of such Borrower, (i) evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and , (ii) authorizing a specified person or persons to execute the Warrant Loan Documents to which it is a party on its behalf, (iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and transactions evidenced therebynotices (including, if relevant, any Advance Request or other relevant notice) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party, and (iv) acknowledging that the Board of Directors are acting for a proper purpose and that the Loan Documents are in the best interests of that Borrower and for its commercial benefit; (ce) certified copies of the Certificate Charter of Incorporation Borrower, certified by the Secretary of State of the applicable jurisdiction of organization and the Bylawsother Organizational Documents, as amended through the Closing Date, of Borrower; (df) a certificate of good standing for Borrower from its state jurisdiction of incorporation organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (eg) certified copies, dated as of a certificate recent date, of incumbency as to each officer searches for financing statements filed in the central filing office of Borrower who is authorized to execute the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens on any Collateral indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Term Loan DocumentsAdvance, the Warrant, and all other documents and instruments to will be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowerterminated or released; (fh) payment of the Due Diligence Fee, Initial Facility Charge and reimbursement of LenderAgent’s and L▇▇▇▇▇▇’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (gi) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 a duly executed copy of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, Perfection Certificate and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premiseseach exhibit and addendum thereto; (hj) a Consent Letter from each Incumbent Lendersubject to Section 6.2, all certificates of insurance required hereunder; (ik) a Release Letter from each Incumbent Lender with respect [reserved]; (l) all reports, declarations and forms required by the SBA, including but not limited to the Financed Equipment purchased with the proceeds of the initial AdvanceSBA 652, SBA 1031 and SBA 480; and (jm) such other documents as Lender Agent may reasonably request.

Initial Advance. The Existing Agreement shall not be deemed to be amended and restated as contemplated by this Agreement and the Lenders shall not be required to make the initial Advances hereunder or issue the initial Facility Letters of Credit hereunder, unless (i) the Borrower shall, prior to or concurrently with such initial Advances or issuance, have paid all fees due and payable to the Lenders, the Book ManagersBookrunners and the Administrative Agent hereunder, and (ii) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of the Loan Documents Documents, including the Notes payable to the order of each of the Lenders, this Agreement and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderDisclosure Letter; (b) Certificates of good standing for the Borrower, from the State of Maryland for the Borrower, certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; appropriate governmental officer and dated not more than sixty (ii60) days prior to the Warrant and transactions evidenced therebyAgreement Effective Date; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation and regulations, if appropriate) of the BylawsBorrower, as amended through certified by an officer of the Closing DateBorrower, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by an officer of the Borrower, which shall identify by name and title the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions any change in which it does business and where writing by the failure to be qualified would have a Material Adverse EffectBorrower; (e) Copies of resolutions of the board of directors, sole member or other governing body, as applicable, of the Borrower (and with respect to the resolutions of the board of directors of the Borrower certified by a certificate Secretary or an Assistant Secretary of incumbency as the Borrower), authorizing the Advances provided for herein, with respect to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantBorrower, and all other documents the execution, delivery and instruments to be delivered pursuant to performance of the Loan Documents to be executed and delivered by the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment A written opinion of the Facility Charge and reimbursement of LenderBorrower’s current expenses reimbursable pursuant counsel, addressed to this Agreement, which amounts the Lenders in such form as the Administrative Agent may be deducted from the initial Advancereasonably approve; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an officer of the initial Advance may be used for Borrower, stating that on the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as Agreement Effective Date (i) prior to the disbursement of such Advanceno Default or Unmatured Default has occurred and is continuing, one or more Bailee Agreements, as applicable, are delivered in respect (ii) all representations and warranties of the foreign premises where such International Based Financed Equipment will be located upon completion of transitBorrower are true and correct, (iii) Borrower has not suffered any material adverse changes, and (iiiv) within 90 days no action, suit, investigation or proceeding, pending or threatened, exists in any court or before any arbitrator or Governmental Authority that purports to materially and adversely affect the Borrower or any transaction contemplated hereby, or that could have a Material Adverse Effect on the Borrower or any transaction contemplated hereby or on the ability of the Effective Date (or any subsequent Advance Date with respect Borrower to any International Based Financed Equipment not financed on perform its obligations under the Effective Date)Loan Documents, provided that such International Based Financed Equipment certificate is relocated to such foreign premisesin fact true and correct; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the Borrower; (i) a Release Letter from each Incumbent Lender with respect Written money transfer instructions addressed to the Financed Equipment purchased Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (j) Evidence that all upfront fees due to each of the Lenders under the Fee Letter have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (k) A pro forma Compliance Certificate pursuant to Section 6.1(v); (l) A Beneficial Ownership Certification in relation to the Borrower (or a certification that the Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in each case at least five (5) Business Days prior to the Agreement Effective Date; (m) A certificate signed by an officer of the Borrower, setting forth in reasonable detail the calculation of the Unencumbered Pool Value; (n) All information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and (jo) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably and customarily acceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make the --------------- initial Advance hereunder unless on the Closing Date the Borrower shall have delivered has furnished to Lender each the Agent with sufficient copies for the Lenders: (i) Copies of the following, in form and substance satisfactory to Lender (the date on which each restated certificate of incorporation of the following shall have been so delivered is referred to herein Borrower certified by the Secretary or an Assistant Secretary of the Borrower, together with good standing certificates issued as of a recent date by the “Effective Date”):Secretaries of State of Delaware and Alabama. (aii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and Board of Directors' resolutions authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed originals by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and all other documents to make borrowings hereunder, upon which certificate the Agent and instruments reasonably required the Lenders shall be entitled to rely until informed of any change in writing by Lender to effectuate the transactions contemplated hereby Borrower. (iv) A certificate, signed by the Chief Financial Officer or to create the Treasurer of the Borrower, stating that on the date hereof (a) no Default or Unmatured Default has occurred and perfect the Liens of Lender with respect to all Collateral, in all cases in form is continuing and substance reasonably acceptable to Lender; (b) certified copy each of resolutions the representations and warranties set forth in Article V of Borrower’s board this Agreement is true and correct as of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby;such date. (cv) certified copies A written opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Vice President and General Counsel of the Certificate Borrower, addressed to the Lenders in substantially the form of Incorporation Exhibit "F" hereto. (vi) Notes payable to the order of each of the Lenders. (vii) Written money transfer instructions, in substantially the form of Exhibit "I" hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) The Existing Credit Agreements shall have been terminated and all amounts owing thereunder shall have been paid (or shall contemporaneously be paid) in full, and the Bylaws, as amended through Borrower shall have paid to the Agent and the Lenders all accrued fees and expenses payable on or prior to the Closing Date, of Borrower;. (dix) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as any Lender or its counsel may have reasonably requestrequested.

Initial Advance. The Lender shall not be required to make the initial Advance hereunder or obligated to issue a Letter of Credit unless the Borrower shall have delivered has furnished to the Lender each with the following: (i) Copies of the following, in form and substance satisfactory to Lender (the date on which each articles or certificate of incorporation of the following shall have been so delivered is referred to herein as Borrower, together with all amendments, and a certificate of good standing, each certified by the “Effective Date”):appropriate governmental officer in its jurisdiction of incorporation. (aii) executed originals Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate which the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Borrower is a party. (biii) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced An incumbency certificate, executed by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Secretary or Assistant Secretary of the Certificate Borrower, which shall identify by name and title and bear the signatures of Incorporation the Authorized Officers and any other officers of the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and to which the Warrant on behalf Borrower is a party, upon which certificate the Lender shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, including, without limitation, signed by the chief financial officer of the Borrower;, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (fv) payment A written opinion of the Facility Charge and reimbursement Borrower's counsel, addressed to the Lender in substantially the form of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance;Exhibit A. (gvi) Landlord Consents or Bailee AgreementsThe Note duly executed by the Borrower. (vii) Written money transfer instructions, as applicablein substantially the form of Exhibit C, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior addressed to the disbursement of Lender and signed by an Authorized Officer, together with such Advance, any Landlord Consents in respect of other related money transfer authorizations as the premises in the continental United States where such International Based Financed Equipment Lender may be located temporarily, so long as have reasonably requested. (iviii) prior Information satisfactory to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of Lender regarding the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;Borrower's Year 2000 Program. (hix) a Consent Letter from each Incumbent Lender;An insurance certificate evidencing the catastrophic insurance carried by the Borrower and its Subsidiaries. (ix) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as the Lender or its counsel may have reasonably requestrequested except as it relates to the Borrower's trade secrets and other proprietary information. The Lender shall provide the Borrower with written confirmation upon satisfaction of the foregoing conditions.

Initial Advance. Borrower At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Agent shall have delivered received the following for the account of the Lenders (each to Lender the properly executed and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Notes; (ii) an amendment to the Pledge and Security Agreement duly executed by the Company; (iii) an amendment to the Guaranty duly executed by the Guarantor; (iv) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Agent or its counsel may reasonably request; and (v) an incumbency certificate containing the name, title and genuine signatures of each of the following, Company's Authorized Representatives; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the favorable written opinion of counsel for the Company and the Guarantor as to the matters set forth on Exhibit C hereto in form and substance satisfactory to the Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced therebyits counsel; (c) certified copies the Agent shall have received for the account of the Certificate Lenders certificates as to the status of Incorporation the Company and Los Padres (dated as of the Bylaws, date no earlier than 30 days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as amended through the Closing Date, a foreign corporation indicating each such Person is existing and is in good standing (or words of Borrower;like import) in each such jurisdiction; and (d) a certificate of good standing the Agent shall have received for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment account of the Facility Charge Lenders such other agreements, instruments, documents, certificates and reimbursement opinions as the Agent or the Lenders may reasonably request. Upon the effectiveness of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior each Lender shall promptly return to the disbursement of such AdvanceCompany the promissory note, any Landlord Consents in respect of if any, issued to that Lender under the premises in Original Credit Agreement which is being replaced by the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestNotes contemplated by this Agreement.

Initial Advance. Borrower The Lender shall have delivered no obligation to Lender each make the initial Advance to the Borrower hereunder unless, as of the followingdate of the initial Advance, in form and substance satisfactory to Lender (the date on which each of the following conditions precedent shall have been so delivered is referred be met to herein the reasonable satisfaction of Lender as the “Effective Date”):provided below: (a) executed originals All legal matters incident to the consummation of the Loan Documents transactions hereby contemplated shall be reasonably satisfactory to counsel for the Lender and all other documents and instruments reasonably required by to such local counsel as counsel for the Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;may retain. (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of There shall have been delivered to the Lender, fully completed and duly executed (when applicable), the following, satisfactory to the Lender and its counsel: (i) This Agreement and the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced therebyNote; (cA) certified copies a copy of the Certificate certificate or articles of Incorporation and the Bylawsincorporation, as amended through the Closing Dateincluding all amendments thereto, of the Borrower; , certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of the Borrower as of a recent date, from such Secretary of State; (dB) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Effective Date and certifying (i) that attached thereto is a true and complete copy of the by-laws of the Borrower as in effect on the date hereof, and at all times since a date prior to the date of the resolutions described in clause (ii) below, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Agreement and the borrowings hereunder, and that such resolutions have not been modified, rescinded, or amended and are in full force and effect, (iii) that the certificate or articles of incorporation of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing for Borrower from its state furnished pursuant to clause (A) above, and (iv) as to the incumbency and specimen signature of incorporation and similar certificates from all each officer executing this Agreement or any other jurisdictions document delivered in which it does business and where connection herewith on behalf of the failure to be qualified would have a Material Adverse Effect; Borrower; (eC) a certificate of incumbency another officer as to each officer the incumbency and specimen signature of Borrower who is authorized to execute the Loan Documents, Secretary or Assistant Secretary executing the Warrant, and all other documents and instruments to be delivered certificate pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (fB) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be locatedabove; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (jD) such other documents as the Lender may reasonably request; (iii) a favorable written opinion from Borrower's general counsel, addressed to Lender, dated as of even date herewith, addressing such legal matters as the Lender or its counsel shall reasonably require. (iv) satisfactory evidence that the Applicable Rating Level is Investment Grade or higher. (v) true and correct copies of all certificates, authorizations and consents, evidencing all Government Approvals, necessary for the execution, delivery or performance by the Borrower of this Agreement and the Note. (vi) payment in full of the Borrower's payment obligations to Lender under that certain Competitive Advance and Revolving Credit Facility Agreement dated October 27, 2000 between Borrower and The Chase Manhattan Bank as Administrative Agent for certain Lenders (the "Chase Credit Facility") and the complete release of Lender from its obligations under the Chase Credit Facility.

Initial Advance. Borrower shall have delivered to Lender each The obligations of the followingLenders hereunder shall not become effective, in form and substance satisfactory the Lenders shall not be required to Lender (make the date on which each initial Advance hereunder or issue the initial Facility Letter of the following shall have been so delivered is referred to herein as the “Effective Date”): Credit hereunder, unless and until (a) the Borrowers shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrowers shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following: (i) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower the Borrowers from its state their respective states of incorporation organization, certified by the appropriate governmental officer and similar certificates from all other jurisdictions in which it does business and where dated not more than thirty (30) days prior to the failure to be qualified would have a Material Adverse EffectAgreement Execution Date; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of the Borrowers, certified by an officer of Borrower who is authorized to execute the Loan DocumentsREIT, together with all amendments thereto (or an update certificate from an officer of the WarrantREIT that there has been no change in such documents from the copies delivered under the Existing Agreement); (iv) Copies, and all other documents and instruments to be delivered pursuant to certified by a Secretary or an Assistant Secretary of the Loan Documents and the Warrant REIT on behalf of Borrowerthe Borrowers, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge Board of Directors’ resolutions (and reimbursement resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender’s current expenses reimbursable pursuant to this Agreement) authorizing the Advances provided for herein, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased Borrowers, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrowers hereunder; (v) An update letter with respect to the prior opinion of the Borrowers’ counsel delivered with respect to the Existing Agreement, addressed to the Lenders in substantially the form of Exhibit F hereto or such other form as the Administrative Agent may reasonably approve; (vi) A certificate, signed by an officer of the REIT on behalf of the Borrowers, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing, and no Material Adverse Effect has occurred and that all representations and warranties of the Borrowers are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (vii) The most recent financial statements of the Borrowers in the form required under Section 6.1; (viii) UCC financing statement searches with respect to the Borrowers from their respective states of organization and principal place of business; (ix) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; and (jx) such Such other documents as Lender the Administrative Agent may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. Borrower The Lenders shall have delivered not be required to Lender make the initial Advance unless each of the followingfollowing conditions is satisfied: (a) The Administrative Agent shall have received executed counterparts of this Agreement. (b) The Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Advance (1) no Default or Event of Default is continuing and (2) the representations and warranties in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, 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 have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such date, 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 have been true and correct in all material respects on and as of such earlier date. (c) The Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include local counsel and in-house counsel), addressed to the Lenders, in form and substance satisfactory to the Required Lenders. (d) The Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.11 payable to the order of each such requesting Lender. (e) The Required Lenders shall have received such documents and certificates relating to the date on which each organization, existence and good standing of the following shall have been so delivered is referred to herein as Borrower, the “Effective Date”): (a) executed originals authorization of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby and any other legal matters relating to the Borrower, the Loan Documents or to create and perfect the Liens of Lender with respect to transactions contemplated hereby, all Collateral, in all cases in form and substance reasonably acceptable satisfactory to Lender;the Required Lenders and their counsel. (bf) certified copy The Required Lenders shall have received evidence satisfactory to them that any credit facility currently in effect for the Borrower has been terminated and cancelled and all Indebtedness thereunder has been fully repaid (except to the extent being so repaid with the initial Loans) and any and all Liens thereunder, if any, have been terminated and released. (g) The Borrower shall have paid to the Administrative Agent, for distribution to each of resolutions the Lenders, ratably according such Lender’s Term Loan Commitment and Revolving Commitment, a non-refundable upfront fee in the amount of Borrower’s board of directors evidencing approval $187,500 in the aggregate, which is the sum of (i) 0.25% of the Lenders’ aggregate Term Loan and other transactions evidenced by the Loan Documents; Commitments and (ii) the Warrant and transactions evidenced thereby; (c) certified copies 0.15% of the Certificate of Incorporation Lenders’ aggregate Revolving Loan Commitments, with such upfront fee being earned and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as payable to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, Lender upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;. (h) a Consent Letter from each Incumbent Lender;The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (i) There shall not have occurred a Release Letter from each Incumbent Lender with respect to material adverse change (x) in the Financed Equipment purchased with the proceeds business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), or results of operations of the initial Advance; andBorrower and its Subsidiaries taken as a whole, since December 31, 2012, or (y) in the facts and information regarding such entities as represented by such entities to date. (j) The Required Lenders shall have received evidence of all governmental, equity holder, and third party consents and approvals necessary in connection with the contemplated financing, and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent, or impose any material adverse conditions on the Borrower and its Subsidiaries, taken as a whole, and no law or regulation shall be applicable that in the reasonable judgment of the Required Lenders could have such effect. (k) No action, suit, investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or that seeks to prevent, enjoin or delay the making of any Advances. (l) The Required Lenders shall have received (i) pro forma financial statements giving effect to the initial Advances that demonstrate, in the Required Lenders’ reasonable judgment, together with all other documents information then available to the Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as Lender and when they become due and can comply with the financial covenants set forth in Section 6.18, (ii) such information as the Required Lenders may reasonably requestrequest to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarters ended March 31, 2013, and June 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2012. (m) The Required Lenders shall have received evidence of current insurance coverage in form, scope and substance reasonably satisfactory to the Required Lenders and otherwise in compliance with the terms of Sections 5.18 and 6.6. (n) The Required Lenders shall have received the results of a recent lien search the jurisdictions where the Borrower is organized, and such search shall reveal no Liens on any of the assets of the Borrower except for Liens permitted by Section 6.14 or discharged on or prior to the Effective Date pursuant to a payoff letter or other documentation satisfactory to the Required Lenders.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents Documents, Account Control Agreements, together with copies of all executed closing deliverables required pursuant to the terms thereof, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) a legal opinion of Borrower’s US counsel in form and substance reasonably acceptable to Agent, and a legal opinion of Loan Parties’ Israeli counsel; [***] Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Regulation S-K, Item 601(b)(10) and Item 601(a)(5). (c) certified copy of resolutions of Borrowereach Loan Party’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation Incorporation, the Bylaws, and the BylawsArticles of Association (as applicable), as amended through the Closing Date, of Borrowereach Loan Party; (de) a certificate of good standing (or foreign equivalent or insolvency search, as applicable) for Borrower each Loan Party from its state jurisdiction of incorporation organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (ef) a certificate evidence of incumbency as to release of all existing liens over assets of each officer Guarantor registered with the Israeli Registrar of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerCompanies (“Israeli ROC”); (fg) payment of the Initial Facility Charge and reimbursement of LenderAgent’s and the Lenders’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from all certificates of insurance and copies of each Incumbent Lender;insurance policy required hereunder; and (i) four original copies of Forms 10 of the Israeli ROC, executed by an officer of each Guarantor, as applicable; (j) copies of each filed ISR Security Document, together with all executed closing deliverables required pursuant to the terms thereof with the “received” stamp from the Israeli ROC, and the Israeli ROC certificates of registration of the pledges pursuant to the ISR Security Documents; (k) evidence of the filing of a Release Letter pledge with the Israeli Registrar of Pledges, together with evidence of registration of the pledge over Parent’s title in BIOMX ISR in accordance with Section 3.1; (l) evidence of removal of “violating company” warning from each Incumbent Lender with respect to the Financed Equipment purchased Guarantor’s files with the proceeds of the initial AdvanceIsraeli ROC; and (jm) such other documents as Lender Agent may reasonably request.

Initial Advance. Borrower shall have delivered Lender's obligation to make the initial Warehousing Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: (a) Lender each of must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrower. (2) Borrower's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of New York, Borrower's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of Borrower, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution of the board of directors of Borrower 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 to be delivered by Borrower under this Agreement. (4) A certificate as to the incumbency and authenticity of the signatures of the officers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Fiscal year-end financial statements of Borrower (and, if applicable, Borrower's Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 2002 and related statements of income, changes in stockholders' equity and cash flows for the period ended on that date, all in reasonable detail and prepared in accordance with GAAP applied on a basis consistent with prior periods and accompanied by (A) an opinion as to those financial statements in form and substance satisfactory to Lender and prepared by independent certified public accountants of recognized standing acceptable to Lender and (B) any management letters, management reports or other supplementary comments or reports delivered by those accountants to Borrower or its board of directors. (7) Interim financial statements of Borrower (and, if applicable, Borrower's Subsidiaries, on a consolidated basis) containing a balance sheet as of March 31, 2003, and a related statement of income, for the period ended on that date prepared in accordance with GAAP applied on a basis consistent with Borrower's most recent audited financial statements. (8) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of covering such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents matters as Lender may reasonably request. (9) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (10) Copies of the certificates, documents or other written instruments that evidence Borrower's eligibility described in Section 9.1, all in form and substance satisfactory to Lender. (11) Copies of 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 Borrower as of the date of this Agreement with the provisions of Section 7.9. (12) A fully-executed Funding Bank Agreement and evidence that all accounts into which Warehousing Advances will be funded have been established at the Funding Bank. (13) One or more agreements among Borrower, Lender and ▇▇▇▇▇▇ Mae in which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account, each in form and substance satisfactory to Lender. (14) Receipt by Lender of any fees due on the date of this Agreement. (b) If, as of the date of this Agreement, Borrower has any indebtedness for borrowed money to any of its directors, officers, shareholders or Affiliates, which indebtedness has a term of more than 1 year or is in excess of $25,000, the Person to whom Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary or assistant secretary of Borrower to be true and complete and in full force and effect as of the date of the Warehousing Advance.

Initial Advance. Borrower shall have delivered At or prior to Lender each the making of the followinginitial extension of credit hereunder, in form and substance satisfactory to Lender (the date on which each of the following conditions precedent shall also have been so delivered is referred to herein as the “Effective Date”):satisfied: (a) the Bank shall have received the following (each to be properly executed originals of and completed) and the Loan Documents and all other documents and instruments reasonably required by Lender same shall have been approved as to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;by the Bank: (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and Notes; (ii) an additional Lockbox Agreement for the Warrant and transactions evidenced therebyCompany which may be provided within five (5) days of the date hereof; (ciii) certified copies of the Certificate of Incorporation Collateral Documents, together with any financing statements requested by the Bank in connection therewith and together with stock certificates and stock powers endorsed in blank for the Bylaws, as amended through the Closing Date, of BorrowerCompany and Acquisition Corp.; (div) a certificate copies (executed or certified, as may be appropriate) of good standing for Borrower from its state all legal documents or proceedings taken in connection with the execution and delivery of incorporation the Bread Shop Acquisition and similar certificates from all in connection with this Agreement and the other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant Documents to the Loan Documents and extent the Warrant on behalf of BorrowerBank or its counsel may reasonably request, including, without limitation, the resolutions adopted by their respective boards of directors and/or shareholders to authorize the execution, delivery and performance of this Agreement and the other Loan Documents, in each case certified by their respective Secretaries or other authorized officers thereof; (v) an incumbency certificate containing the name, title and genuine signatures of each of the Borrower's Authorized Representatives; (vi) copies of the Bylaws of each of the Borrowers certified by their respective Secretaries or other authorized officers thereof; (vii) a certificate from the President or chief financial officer of Borrower; the Parent (fA) payment certifying that as of the Facility Charge and reimbursement date of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 making of the initial Advance may be used for extension of credit hereunder, the purchase Parent has a consolidated Tangible Net Worth of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect at least $8,750,000 and (B) attaching copies of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect unaudited interim balance sheet of the foreign premises where such International Based Financed Equipment will be located upon completion of transitParent as at August 31, 1996, and (ii) within 90 days the unaudited interim balance sheet and income statement of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date)Company as at August 31, such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance1996; and (jviii) such evidence of insurance required by Section 8.4 hereof together with the lender loss payable endorsements and other documents as Lender items referenced therein; provided that evidence of insurance for the Company with appropriate endorsements may reasonably request.be provided within ten (10) days of the date hereof; (b) the Bank shall have received the initial fees called for hereby;

Initial Advance. The Borrower may make a request ("Initial Advance Request") for the Lender to make the Initial Advance. If all conditions contained in this Section 5.1 are satisfied on or before the Closing Date for the Initial Advance, the Lender shall have delivered to Lender each make the Initial Advance on the Initial Closing Date or on another date selected by the Borrower and approved by the Lender. The obligation of the followingLender to make the Initial Advance is subject to the following conditions precedent: (a) The receipt by the Lender of the Initial Advance Request; (b) The receipt by the Lender of one or more counterparts of the Cash Management Agreement, dated as of the Initial Closing Date, signed by the Borrower; (c) The delivery to the Title Company, for filing and/or recording in all applicable jurisdictions, of all applicable Loan Documents required by the Lender, including duly executed and delivered original copies of the Revolving Facility Note, the Initial Security Instruments covering the Initial Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form and substance satisfactory to the Lender (and in form proper for recordation, as may be necessary in the date on which each opinion of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens created by the applicable Security Instruments and any other Loan Documents creating a Lien in favor of Lender with respect to the Lender, and the payment of all Collateraltaxes, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan fees and other transactions evidenced by the Loan Documents; charges payable in connection with such execution, delivery, recording and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrowerfiling; (d) The receipt by the Lender, dated as of the Initial Closing Date, in form and substance satisfactory to the Lender in all respects, of a certificate favorable opinion of good standing for the Borrower's counsel that, in the event of the bankruptcy of any Person who is not the Borrower, there shall occur no substantive consolidation of the assets of the Borrower from its state with the assets of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effectsuch Person; (e) a certificate The receipt by the Lender of incumbency as to each officer fully executed originals of Borrower who is authorized to execute the Loan DocumentsREIT Guaranty, duly executed and delivered by the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerREIT; (f) payment The receipt by the Lender of the Facility Charge and reimbursement of Lender’s current expenses reimbursable Initial Origination Fee pursuant to this AgreementSection 18.2, which amounts may be deducted from the initial AdvanceInitial Due Diligence Fee pursuant to Section 18.3(a), all legal fees and expenses payable pursuant to Section 18.4(a) and all legal fees and expenses payable in connection with the Initial Advance pursuant to Section 18.4(b); (g) Landlord Consents One or Bailee Agreements, as applicable, for more ▇▇▇▇▇▇ shall be in effect in accordance with Article XXIII in an aggregate notional principal amount at least equal to the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 aggregate principal sum of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Initial Advance; and (jh) such other documents as Lender may reasonably requestThe satisfaction of all General Conditions set forth in Article XII.

Initial Advance. The Bank shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has finished to Lender each the Bank: (i) Copies of the following, in form and substance satisfactory to Lender (the date on which each articles of incorporation of the following shall have been so delivered is referred to herein as the “Effective Date”):Borrower, together with all amendments, and a certificate of good standing, both certified by an Authorized Officer. (aii) executed originals Copies, certified by the Clerk or Assistant Clerk of the Borrower, of its by-laws and of its Board of Directors' resolutions authorizing the execution of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;which it is a party. (biii) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced An incumbency certificate, executed by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Clerk or Assistant Clerk of the Certificate Borrower, which shall identify by name and title and bear the signature of Incorporation and the Bylaws, as amended through officers of the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Warrant on behalf Bank shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, including, without limitation, signed by the chief financial officer of the Borrower;, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (fv) payment A written opinion of the Facility Charge and reimbursement General Counsel of Lender’s current expenses reimbursable pursuant the Borrower, addressed to this Agreement, which amounts may be deducted from the initial Advance;Bank in substantially the form of Exhibit "B-1" hereto. (gvi) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion A written opinion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior Massachusetts counsel to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior Borrower addressed to the disbursement Bank in substantially the form of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;Exhibit "B-2" hereto. (hvii) a Consent Letter from each Incumbent Lender;A written opinion of Masuda, Funai, Eife▇▇ & ▇itc▇▇▇▇, ▇▇d., special counsel to the Borrower, addressed to the Bank in substantially the form of Exhibit "B-3" hereto. (iviii) a Release Letter from each Incumbent Lender with respect A written opinion of Dundas & Wils▇▇, ▇▇ited Kingdom counsel to Enesco p1c, addressed to the Financed Equipment purchased with Bank in substantially the proceeds form of the initial Advance; andExhibit "B-4" hereto. (jix) such other documents as Lender may reasonably requestA written opinion of Osler, Hosk▇▇ & ▇arcourt, counsel to N.C. Cameron & Sons Limited, addressed to the Bank in substantially the form of Exhibit "B-5" hereto. (x) A written opinion of Bake▇ ▇▇▇ McKe▇▇▇▇, ▇▇unsel to Enesco International (H.

Initial Advance. Borrower shall have delivered to Lender each The obligation of the following, in form and substance satisfactory Lender to Lender (fund the date on which each initial Advance under this Agreement is subject to the Borrowers' fulfillment of the following shall have been so delivered is referred to herein as the “Effective Date”):conditions precedent: (a) the Lender shall have received (or be satisfied that it will receive by such deadline as the Lender shall specify) the following, all of which must be satisfactory in form and content to the Lender in its sole discretion: (1) this Agreement duly executed originals by all parties; (2) the Senior Credit Note, each duly executed by the Borrowers as comakers; (3) UCC financing statements for the Collateral covered by this Agreement, each duly authorized by the Borrowers; (4) a current UCC search report of a UCC filings search in the offices of the Loan Documents Secretary of State of Maryland; (5) the Custody Agreement duly executed by the Borrowers and JPMorgan Chase as Custodian; (6) copies of each Borrower's (i) certificate of incorporation certified by the Secretary of State of the State of Maryland and (ii) bylaws and all amendments certified by such its corporate secretary or assistant secretary, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Lender to verify the identity of the Borrower as required by Section 326 of the USA Patriot Act in accordance with the requirements summarized in the notice given in Section 16.5; (7) an amendment to the Electronic Tracking Agreement adding FIC as a party, duly executed by the Borrowers, Mortgage Electronic Registration Systems, Inc., MERSCorp., Inc. and the Custodian. (8) certificates of existence or authority and good standing for the Borrowers issued by the Secretary of State of Maryland; (9) true copies of resolutions of each Borrower's board of directors or members, certified as of the date of the initial Advance by such Borrower's corporate secretary, authorizing the execution, delivery and performance by each Borrowers of this Agreement, the Senior Credit Note, the Custody Agreement and all other documents Credit Papers to be delivered by the Borrowers pursuant to this Agreement; (10) a certificate of each Borrower's corporate secretary as to (i) the incumbency of the officers of the relevant Borrower executing this Agreement, the Senior Credit Note, the Custody Agreement, each applicable Borrowing Request and instruments reasonably required by Lender to effectuate the transactions contemplated hereby all other Credit Papers executed or to create be executed by or on behalf of the Borrowers and perfect (ii) the Liens authenticity of their signatures—and specimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it—(the Lender with shall be entitled to rely on that certificate until the Borrowers have furnished a new certificate to the Lender, and certifying that attached to such certificate are true and correct copies of all amendments to the relevant Borrower's certificate of incorporation, bylaws, or regulations (as the case may be) since its inception); (11) an Officer's Certificate for the Borrowers dated the date of the initial Advance and certifying truthfully that, after giving effect to that Advance, no Default or Event of Default will exist under this Agreement and that there has been no material adverse change since the Statement Date in any of the Central Elements in respect of the Borrowers and their consolidated Subsidiaries, taken as a whole; (12) copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Borrowers' industry, all in form and content reasonably satisfactory to all Collateralthe Lender; (13) a favorable written opinion of counsel to the Borrowers dated on or before the date of the initial Advance, in all cases addressed to the Lender and in form and substance reasonably acceptable satisfactory to Lenderthe Lender and its legal counsel (a form containing opinions required to be included therein are set forth in Exhibit G, the opinions in paragraphs numbers 4, 10, 11, 12, 13 and 15 of which shall be rendered by outside legal counsel for the Borrowers); (b14) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) payment to the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Lender of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan DocumentsFacility Fee, the Warrant, Custodian's Fee and all other documents fees and instruments to be delivered pursuant expenses (including the disbursements and reasonable fees of the Lender's attorneys, subject to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (flimitation specified in Section 13(a)) payment of the Facility Charge Lender accrued and reimbursement billed for to the date of Lender’s current expenses reimbursable pursuant to the Borrowers' execution and delivery of this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j15) All directors and officers of each Borrower, all shareholders of the Borrower and all Affiliates (other than the other Borrower) of the Borrower or any of its Subsidiaries, to whom or which such Borrower shall be indebted either for borrowed money or for any other documents obligation of Fifty Thousand Dollars ($50,000) or more as of the date of this Agreement excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, as defined in this Agreement, by executing and causing to be delivered to the Lender may reasonably requesta Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of the Borrower shall have certified each such Subordination Agreement executed to satisfy the requirements of this Section 8.1(a)(15) to be true, complete and in full force and effect as of the date of the Advance.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Note, payable to the order of each of the Lenders, this Agreement, the Parent Guaranty, the Collateral Assignment of Interests, and all other documents and instruments reasonably required by Lender to effectuate of the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSecurity Documents; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cA) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower GPLP and Owner from its state the State of incorporation Delaware, certified by the appropriate governmental officer and similar dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for GPLP and the Owner, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of GPLP or Owner to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) Copies of the formation documents (including code of regulations, if appropriate) of GPLP and the Owner, certified by an officer of GPLP or Owner, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower, the Parent Guarantor and Owner, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of such parities, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by GPLP or any such Parent Entity or the Owner; (v) Copies, certified by a Secretary or an Assistant Secretary of the Parent Guarantor, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Parent Entity hereunder; (vi) A written opinion of the Borrower’s and Parent Guarantor’s counsel, addressed to the Lenders in substantially the form of Exhibit E hereto or such other form as the Administrative Agent may reasonably approve; (vii) A copy of a payoff letter for the existing first mortgage loan secured by the Collateral Asset and confirmation from an escrow agent satisfactory to the Administrative Agent handling the payoff and release of such loan that upon the funding of the initial Advance to such escrow agent such first mortgage will be released, and that such release shall be recorded by the escrow agent promptly after funding and provided to the Administrative Agent; (viii) A certificate, signed by an Authorized Officer of GPLP and Owner, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing, there has been no Material Adverse Effect, and that all representations and warranties of the Borrower are true and correct in all material respects as of the initial Borrowing Date provided that such certificate is in fact true and correct; (ix) The most recent financial statements of GPLP; (x) UCC financing statement, judgment, and tax lien searches with respect to GPLP and Owner from Ohio and Delaware; (xi) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xii) Evidence that the upfront fees due under Section 2.4 has been paid, or will be paid out of the proceeds of the initial Advance hereunder; (xiii) There is no event of default under the GPLP Revolver; (xiv) A survey for the Collateral Asset in a form satisfactory to counsel for the Administrative Agent; (xv) A copy of the owner’s title policy (or policies), showing no exceptions to title except such as may be approved by the Administrative Agent; (xvi) If any portion of any buildings included in the Collateral Asset is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, (i) a certificate policy of incumbency flood insurance which (A) covers any parcel of the Collateral Asset and (B) is written in an amount satisfactory to the Administrative Agent or the maximum limit of coverage made available with respect to the particular type of property under the Act, whichever is less, and (ii) confirmation that the Owner has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board of Governors of the Federal Reserve System. To the extent the Collateral Asset is not located in an area identified as to each officer of Borrower who is authorized to execute a special flood hazard area by the Loan DocumentsFederal Emergency Management Agency or other agency, the Warrant, and all other documents and instruments certification of the survey of the Collateral Asset to be delivered pursuant to the Loan Documents and the Warrant on behalf clause (xvi) above shall include confirmation of Borrower, including, without limitation, the chief financial officer of Borrowersuch fact; (fxvii) payment A copy of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender all recorded documents with respect to the Financed Equipment purchased Collateral Asset referred to, or listed as exceptions to title in, the title policy referred to in Section 4.1(xvii) and a copy, certified by such parties as the Administrative Agent may deem appropriate, of all other documents materially affecting the Collateral Asset, including without limitation copies of any leases with Major Tenants thereof; (xviii) The results of a recent search by a Person satisfactory to the Administrative Agent, of the Uniform Commercial Code, judgment and tax lien filings which may have been filed with respect to personal property of the Owner used in connection with the proceeds Collateral Asset and the results of such search shall be satisfactory to the Administrative Agent; (xix) Evidence in form and substance satisfactory to it that all of the initial Advancerequirements for insurance shall have been satisfied; (xx) A current rent roll and current operating statements for the Collateral Asset; (xxi) A current engineer’s report on the condition of the improvements upon the Collateral Asset; (xxii) A current Phase I environmental assessment report and certification (or updated report and recertification) for the Collateral Asset; and (jxxiii) such Such other documents as Lender the Administrative Agent or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. Borrower shall have delivered At or prior to Lender each the time of the followinginitial Loans or other financial accommodation hereunder on the Closing Date, in form and substance satisfactory to Lender (the date on which each of the following conditions precedent shall also have been so delivered is referred to herein as the “Effective Date”):satisfied: (a) the Agent shall have received the following for the account of the Lenders (each to be properly executed originals and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Revolving Credit Notes; (ii) the Guaranties; (iii) the Security Documents; (iv) the Canadian Indebtedness Documents; (v) copies (executed or certified as may be appropriate) of resolutions of the Board of Directors of the Company and each Subsidiary Guarantor authorizing the execution, delivery and performance of the Loan Documents to which it is a party and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderrelating thereto; (bvi) certified copy an incumbency certificate containing the name, title and genuine signature of resolutions the Company's Authorized Representatives and each authorized signatory of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documentseach Subsidiary Guarantor; and (ii) the Warrant and transactions evidenced thereby;and (cvii) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant evidence satisfactory to the Loan Documents and Lenders that the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents Prior Indebtedness has been repaid in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased full with the proceeds of the initial AdvanceLoans hereunder and that the Prior Canadian Subsidiary Indebtedness has been repaid in full with the proceeds of the Canadian Subsidiary Indebtedness. (b) all legal matters incident to the transactions contemplated hereby shall be acceptable to the Lenders and their counsel, and the Agent shall have received for the account of the Lenders the favorable written opinion of counsel to the Company and its Subsidiaries, in the form of Exhibit E hereto or in such other form as is reasonably acceptable to the Agent and its counsel; (c) the Agent shall have received for itself and for the Lenders the initial fees, if any, called for hereby; (d) the Agent and the Lenders shall have received a completed Borrowing Base Certificate covering all of the Company's and the Eligible Subsidiary Guarantors' Accounts as of January 31, 2000; and (je) the Agent shall have received for the account of the Lenders such other documents agreements, instruments, documents, certificates and opinions as Lender the Agent may reasonably request.

Initial Advance. The Lenders under the Short Term Agreement became obligated to make the initial Advance pursuant to Section 2.1 thereof, and the Swing Line Bank became obligated to make the initial Swing Line Loan under Section 2.2 thereof upon submission, contemporaneously with execution of the Short Term Agreement, to the Administrative Agent of the following: (i) Copies of the articles of incorporation of the Borrower, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its 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. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall have delivered be entitled to Lender rely until informed of any change in writing by the Borrower. (iv) Copies of the articles of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranties. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signature of the officers of each Guarantor authorized to sign the Guaranties. (vii) A certificate, signed by the treasurer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (viii) A written opinion of counsel to the Borrower, addressed to the Lenders in substantially the form of Exhibit "B" hereto. (ix) Notes payable to the order of each of the followingLenders, and a Swing Line Note payable to the order of the Swing Line Bank. (x) Financial statements of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance satisfactory to Lender the Lenders. (xi) Written money transfer instructions, in substantially the date on which form of Exhibit "E" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (xii) The Guaranties duly executed by each of the following shall have been so delivered is referred to herein as the “Effective Date”):Guarantors. (axiii) executed originals of the Loan Documents and all Such other documents and instruments as any Lender or its counsel may have reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation requested. and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation following events occurred and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents conditions were fulfilled or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender;waived: (i) a Release Letter from each Incumbent Lender with respect The Borrower paid all fees due at the Closing Date pursuant to the Financed Equipment purchased with the proceeds Short Term Agreement. (ii) Completion of the initial Advance; andBig O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (jiii) such other documents The Private Placement contained terms and conditions acceptable to the Lenders. (iv) The Long Term Credit Agreement became effective as Lender may reasonably requestof the Closing Date.

Initial Advance. Borrower At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank shall have delivered received the following (each to Lender be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Revolving Credit Note; (ii) the Collateral Documents, including the lockbox agreement required pursuant to Section 4.2 hereof together with any financing statements requested by the Bank in connection with the Collateral Documents; (iii) the Guarantees from QMS Canada and QMS Circuits, Inc.; (iv) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank or its counsel may reasonably request; (v) an incumbency certificate containing the name, title and genuine signatures of each of the followingCompany's Authorized Representatives; (vi) evidence of insurance required by Section 8.4 hereof; and (vii) a payoff letter from Foothill Capital Corporation to the Company setting forth the amount of indebtedness and obligations owed such lender by the Company and containing an agreement to release all Liens in such lender's favor upon receipt of such payoff amount; (b) the Bank shall have received the initial fees called for hereby; (c) the Bank shall have received and approved as to substance consolidated and consolidating proforma projected financial statements for the Company and its Subsidiaries, including a balance sheet as of July 2, 1999 (in each case immediately after giving effect to the QMS BV Acquisition, the Minolta Loan and the Opening Day Minolta Equity Infusion) and such other valuations and certifications as it may require in order to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby and thereby shall be satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Company in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents Bank and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effectcounsel; (e) the Bank shall have received a Borrowing Base certificate in the form attached hereto as Exhibit B showing the computation of incumbency the Borrowing Base in reasonable detail as of the close of business not earlier than three (3) days prior to each officer the making of Borrower who is authorized the initial extension of credit hereunder and showing, among other things, excess availability of at least $5,000,000 after deeming as borrowed hereunder an amount equal to execute all but $100,000 of the Loan Documents, the Warrant, Company's accounts payable over ninety (90) days past due and all other documents and instruments to be delivered pursuant transaction expenses related to the Loan Documents transactions contemplated hereby and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerQMS BV Acquisition; (f) payment the QMS BV Acquisition shall have been consummated for an aggregate consideration (inclusive of out-of-pocket transaction fees and charges directly incident to the QMS BV Acquisition, but in any event excluding business restructuring charges) of not more than U.S. $31,000,000, and the Bank shall have received assurances satisfactory to it of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advanceforegoing; (g) Landlord Consents the Bank shall have received a good standing certificate (or Bailee Agreements, as applicable, equivalent certificate) for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 Company and each Domestic Subsidiary and QMS Canada (dated as of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, date no earlier than thirty (30) days prior to the disbursement of such Advance, any Landlord Consents in respect date hereof) from the office of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement secretary of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect state of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date state (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on province) of its incorporation and the Effective Date), such International Based Financed Equipment state (or province) in which its principal place of business is relocated to such foreign premiseslocated; (h) the Liens granted to the Bank under the Collateral Documents shall have been perfected in a Consent Letter from each Incumbent Lendermanner satisfactory to the Bank and its counsel; (i) a Release Letter from each Incumbent Lender with respect the Bank shall have received evidence satisfactory to it that the Financed Equipment purchased with the Company received cash proceeds of at least $12,800,000 from the initial AdvanceMinolta Loan; (j) the Bank shall have received evidence satisfactory to it that the Company received cash proceeds of at least $12,200,000 from the Opening Day Minolta Equity Infusion; (k) the Bank shall have received (i) satisfactory evidence that the Company shall have entered into an employment contract with ▇▇ ▇▇▇▇▇▇▇ for him to perform the duties and functions of chief executive officer for the Company for whatever period of time the Company deems appropriate and (ii) (A) assurances satisfactory to it of the remedy, within applicable grace periods, of any default under the Mobile Lease or (B) a written waiver of any currently existing default under the Mobile Lease; and (jl) the Bank shall have received such other documents agreements, instruments, documents, certificates and opinions as Lender the Bank may reasonably request.

Initial Advance. Borrower As conditions precedent to the making of the initial Advance (1) Customers shall reimburse Lehm▇▇ ▇▇▇ all of its costs and expenses in connection with the closing of this Facility on the date hereof; (2) Lehm▇▇ ▇▇▇ll have delivered completed its due diligence review, (including without limitation, review of the Mortgage Loan documents and pay histories, and review of mortgagor, operating statements, appraisals, environmental and engineering reports with respect to Lender each the Collateral); (3) all of the representations, and warranties contained in the Relevant Agreements shall be accurate, true and correct in all material respects and there shall exist no Event of Default thereunder; and (4) subject to the Post Closing Agreement Lehm▇▇ ▇▇▇ll have received on or before the day of such Advance the following, in form and substance reasonably satisfactory to Lender Lehm▇▇ ▇▇▇ duly executed by Customers, or the relevant Person as applicable: (i) The Facility Documents; (ii) Evidence that all other actions necessary or, in the reasonable opinion of Lehm▇▇, ▇▇sirable to perfect and protect the security interests created by the Pledge Agreement have been taken including, but not limited to, state and county Uniform Commercial Code financing statement searches of SLTLP and SLTLLC and the Guarantor in the state of their formation; (iii) With respect to each Facility Document to which SLTLP, SLTLLC and the Guarantor is a party, a certified copy of resolutions of SLTLP, SLTLLC and Guarantor, as applicable, approving the Facility Documents and borrowings thereunder (either specifically or by general resolution approving borrowings of the type described in the Facility Documents), and all documents evidencing other necessary corporate action or governmental approvals as may be reasonably required in connection with the Relevant Agreements; (iv) A certificate of SLTLP's, SLTLLC's and Guarantor's secretary certifying the names, true signatures and titles of SLTLP's, SLTLLC's and Guarantor's officers duly authorized to request Advances and sign the Facility Documents and the other documents to be delivered thereunder; (v) An opinion letter, dated the date on which each hereof, of the following shall have been so delivered is referred counsel to herein as the “Effective Date”):Customers, reasonably satisfactory to Lehm▇▇; (avi) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases evidence in form and substance reasonably acceptable satisfactory to LenderLehm▇▇ ▇▇▇t the Guarantor and Starwood have completed the issuance of equity which yielded a minimum of two hundred million dollars ($200,000,000) of net proceeds; (bvii) A certified copy of resolutions the organizational documents of Borrower’s board SLTLP, SLTLLC and the Guarantor and satisfactory evidence of directors evidencing approval their due organization, existence and good standing certificates issued by their respective states of (i) organization and in the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced therebystates where required to conduct business; (cviii) certified copies The most recent consolidated quarterly unaudited and annual audited financial statements of the Certificate Guarantor and its consolidated Subsidiaries, and, in any case, SLTLP and SLTLLC, which annual audited consolidated financial statements shall be certified without qualification by independent certified public accountants of Incorporation and the Bylaws, as amended through the Closing Date, of Borrowerrecognized national standing pursuant to an audit conducted in accordance with generally accepted auditing standards; (dix) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse EffectA Comfort Letter; (ex) a certificate Customers have delivered the original certificates and copies of incumbency as to each officer policies of Borrower who is authorized to execute insurance for the Loan DocumentsMortgagors, the WarrantCustomers, and all other documents Servicer as required by and instruments reasonably satisfactory to be delivered pursuant to Lehm▇▇ ▇▇▇er the Loan Documents terms and conditions of the Warrant on behalf of BorrowerRelevant Agreements; (xi) Evidence, including, without limitation, the chief financial officer results of Borrowera search of the records of state and local recording offices responsible for the retention of filed financing statements in the state in which SLTLP and SLTLLC were organized, that all filings, registrations and recordings required to be filed under this Facility Agreement in order to create, in favor of Lehm▇▇, ▇ perfected first-priority security interest in the Collateral hereunder with respect to which a security interest may be perfected by filing under the Uniform Commercial Code as then in effect in any applicable jurisdiction have been made; (fxii) payment of the Facility Charge An executed amended and reimbursement of Lender’s current expenses reimbursable pursuant to this restated Intercreditor Agreement, which amounts may be deducted from the initial Advancedated as of March 23, 1995, by and between SLTLP and Starwood-Nomura Hotel Investors, L.P.; (gxiii) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 A consent of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior Minority Interest to the disbursement of such Advance, any Landlord Consents in respect transfer of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior Participation Interest to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesLehm▇▇; (hxiv) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with Title endorsements in favor of Lehm▇▇ ▇▇▇h respect to the Financed Equipment purchased with the proceeds of the initial Advanceeach Mortgage Loan; and (jxv) such Such other documents documents, instruments, opinions and assurances in form and substance reasonably satisfactory to Lehm▇▇ ▇▇▇ Lehm▇▇'▇ ▇▇▇nsel, as Lender may Lehm▇▇ ▇▇▇ reasonably requestrequire in connection herewith. By execution of this Facility Agreement Lehm▇▇ ▇▇▇firms that conditions (1), (2) and (4) have been satisfied subject to the Post Closing Agreement.

Initial Advance. Lenders shall not be required to make the Initial Advance hereunder unless (a) Borrower has paid all fees due and payable to Lenders and Agent hereunder, (b) the initial Borrowing Notice is delivered to Agent on or before March 24, 1998, (c) the proceeds of the Initial Advance together with the net proceeds of the Preferred Securities Offering are sufficient to and are used for the payoff and termination of the Existing Facilities, (d) the gross proceeds of the Preferred Securities Offering shall be equal to or greater than $125 million and the net proceeds thereof shall have been received by Borrower, (e) the consummation of the Preferred Securities Offering shall have occurred on or before the date hereof, in accordance with the terms and conditions of documents and instruments (the "Preferred Securities Offering Documents") that have been reviewed and approved by Agent and Agent's counsel, (f) the execution of an agreement by and between Borrower and Dick▇▇▇ ▇▇▇a Systems, Inc. ("Dick▇▇▇") ▇hereby Borrower will agree to acquire a controlling interest in the capital stock of Dick▇▇▇ ▇▇ a cash purchase price not to exceed $121,025,000, plus assumption of certain liabilities, and plus payments of certain other consideration not to exceed $17,000,000 (the "Merger"), in accordance with the terms and conditions of documents and instruments (the "Merger Documents") that have been reviewed and approved by Agent and Agent's counsel, and (g) Borrower shall have delivered furnished to Lender each of Agent, with sufficient copies for Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of Lender, and all other documents this Agreement and instruments reasonably required a Non-Borrowing and Non-Pledge Agreement executed by Lender to effectuate Maryland, Illinois, the transactions contemplated hereby or to create Limited Partnership, Minnesota and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderCanada; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a A certificate of good standing for Borrower from and each of its state of incorporation Substantial Subsidiaries, certified by the appropriate governmental officer, and similar certificates from all other jurisdictions in which it does business and foreign qualification certificates, certified by the appropriate governmental officer, for each jurisdiction where the failure to so qualify or be qualified would have licensed (if required) could reasonably be expected to result in a Material Adverse EffectChange; (eiii) a certificate of incumbency as to each Copies, certified by an officer of Borrower who is of each of Borrower's and each of its Substantial Subsidiaries formation documents (including by-laws or code of regulations), together with all amendments thereto; (iv) An incumbency certificate, executed by an officer of Borrower and each Substantial Subsidiary, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents or the Non-Borrowing and Non-Pledge Agreement, as the Warrant case may be, and to make borrowings hereunder on behalf of Borrower, includingupon which certificate Agent and Lenders shall be entitled to rely until informed of any change in writing by Borrower or such Substantial Subsidiary; (v) Copies, without limitationcertified by the Secretary or Assistant Secretary, of Borrower's and each Substantial Subsidiaries' Board of Directors' resolutions, which shall provide either a shareholder or Board of Directors resolution (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing, as the case may be, the chief financial Advances PROVIDED for herein and the execution, delivery and performance of the Loan Documents or the Non-Borrowing and Non-Pledge Agreement to be executed and delivered by Borrower and each Subsidiary hereunder; (vi) A written opinion of Borrower's, and each Substantial Subsidiaries' counsel, addressed to Lenders in substantially the form of EXHIBIT I and EXHIBIT J hereto; (vii) A certificate, signed by an officer of Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of Borrower are true and correct as of the initial Borrowing Date; (fviii) payment The most recent financial statements of the Facility Charge Borrower and reimbursement a certificate from an officer of Lender’s current expenses reimbursable pursuant to this AgreementBorrower stating that no Material Adverse Change in Borrower's financial condition has occurred since December 31, which amounts may be deducted from the initial Advance1997 that has not been publicly announced; (gix) Landlord Consents or Bailee AgreementsUCC financing statement, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitjudgment, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date tax lien searches with respect to any International Based Financed Equipment not financed on Borrower from the Effective Date)State of Ohio, such International Based Financed Equipment is relocated from the state of Illinois with respect to such foreign premises; (h) a Consent Letter Illinois, from each Incumbent Lender; (i) a Release Letter the State of Maryland with respect to Maryland and from each Incumbent Lender the province of Ontario with respect to Canada, from the State of Minnesota with respect to Minnesota, from the State of Texas with respect to the Financed Equipment purchased Limited Partnership and from the State of Georgia with respect to Dick▇▇▇; (x) A certificate, signed by an officer of Borrower, stating that all judgments against Borrower have been satisfied, and that all liens or encumbrances on any Property of Borrower have been released, other than liens permitted pursuant to SECTION 5.15; (xi) Written money transfer instructions, in substantially the proceeds form of EXHIBIT K hereto, addressed to Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as Agent may have reasonably requested; (xii) A true, correct and complete copy of the initial Advancefully executed Agreement for Inventory Financing; (xiii) A copy of Borrower's Private Placement Memorandum, and any amendments or supplements thereto, relating to the Preferred Securities and any other documents or instruments relating thereto requested by Agent or any Lender, and a certificate of an Authorized Financial Officer stating that the Preferred Securities Offering has been consummated; and (jxiv) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be acceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder, or issue the initial Facility Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of this Agreement (with sufficient originals thereof for each of the Lenders), the Notes payable to each of the Lenders, the Subsidiary Guaranty and any other additional Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderDocuments; (b) (A) Certificates of good standing for each Loan Party from its state of organization, certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Effective Date, and (iiB) foreign qualification certificates for each Loan Party certified by the Warrant appropriate governmental officer and transactions evidenced therebydated not more than thirty (30) days prior to the Agreement Effective Date, for each jurisdiction in which an Unencumbered Property owned by such Loan Party is located; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation and regulations, if appropriate) of the BylawsLoan Parties, certified by an officer of the Borrower or such other Loan Party, as amended through the Closing Dateappropriate, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by officers of the Loan Parties, which shall identify by name and title and bear the signature of the Persons authorized to sign this Agreement and the additional Loan Documents and to make borrowings hereunder on behalf of such parties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions any change in which it does business and where writing by the failure to be qualified would have a Material Adverse Effectapplicable Loan Party; (e) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency as the applicable Loan Party, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantBorrower, and all other documents the execution, delivery and instruments performance of this Agreement and the additional Loan Documents to be executed and delivered pursuant to by the applicable Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerParty; (fi) payment A customary written opinion of the Facility Charge Loan Parties’ special counsel, Proskauer Rose LLP, addressed to the Lenders and reimbursement in form reasonably satisfactory to the Administrative Agent, and (ii) a customary written opinion of Lender’s current expenses reimbursable pursuant the Loan Parties’ special Maryland counsel, ▇▇▇▇▇▇▇ LLP, addressed to this Agreement, which amounts may be deducted from the initial AdvanceLenders and in form reasonably satisfactory to the Administrative Agent; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an Authorized Officer of the initial Advance may be used for Borrower, stating that on the purchase Agreement Effective Date no Default or Unmatured Default has occurred and is continuing, and there has been no change in the financial condition or business of International Based Financed Equipment without delivering to Lender, prior the Borrower and the Consolidated Group taken as a whole since the date of the most recent financial statements delivered to the disbursement of such Advance, any Landlord Consents in respect Administrative Agent which would reasonably be expected to have a Material Adverse Effect and that all representations and warranties of the premises Borrower are true and correct in the continental United States where such International Based Financed Equipment may be located temporarily, so long as all material respects (i) prior except to the disbursement of such Advance, one or more Bailee Agreements, extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Agreement Effective Date (or, 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 true and correct in all material respects as of such earlier date, except to the extent that any subsequent Advance Date with respect to any International Based Financed Equipment not financed representation and warranty that is qualified by materiality shall be true and correct in all respects on the Effective Datesuch earlier date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent LenderThe most recent quarterly financial statements of the Borrower; (i) a Release Letter from each Incumbent Lender UCC financing statement searches with respect to the Financed Equipment purchased Borrower and each of the other Loan Parties from the state of its organization and with respect to each owner of an Initial Unencumbered Property from the state in which such Unencumbered Property is located; (j) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) A pro forma compliance certificate substantially in the form of Exhibit A, utilizing the covenants established herein and executed by the Borrower’s chief financial officer or chief accounting officer; (l) Evidence that all fees due to each of the Lenders with respect to this Agreement and all fees, costs, and expenses incurred by Arrangers in connection with the proceeds syndication of the initial AdvanceCommitments and this Agreement have been paid; (m) A subordination agreement executed by the Advisor substantially in the form attached hereto as Exhibit K and made a part hereof; (n) A Beneficial Ownership Certification, if required; (o) Intentionally Omitted; (p) The absence of any action, suit, investigation or proceeding, pending or, to the Borrower’s knowledge, threatened in writing, in any court or before any arbitrator or Governmental Authority that is reasonably likely to have a Material Adverse Effect on the Borrower and the Consolidated Group, taken as a whole, or that could reasonably be expected to have a Material Adverse Effect on any transaction contemplated hereby or on the ability of the Borrower or the Subsidiary Guarantors, taken as a whole, to perform their respective obligations under the Loan Documents; and (jq) such Such other documents as the Administrative Agent or its counsel may have reasonably requested prior to the Agreement Effective Date, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel. For purposes of determining compliance with the conditions specified in this Section 4.1, each Lender may reasonably request.that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender upon delivery of its executed signature page to the Administrative Agent without conditions for release or, if a Lender

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the representations and warranties contained in Article V are true and correct as of such date, (b) the Administrative Agent has received duly executed originals of this SIDLEY ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP Agreement from the Borrower, the Lenders, and the Administrative Agent, and (c) the Borrower shall have delivered has furnished to Lender each the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the followingcertificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of organization, and a certificate of good standing for the Borrower from the Secretary of State (or the equivalent thereto) of Texas. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its certificate of incorporation (as also certified by the appropriate governmental officer referenced in clause (i) above) and its by-laws, in each case together with all amendments thereto, and its Board of Directors’ resolutions authorizing the execution of and its performance under the Loan Documents to which it is a party. (iii) Incumbency certificates, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which it is a party and to request Loans hereunder, upon which certificates the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A compliance certificate, in substantially the form of Exhibit B, signed by the chief financial officer of the Borrower, setting forth the calculations necessary to determine the Borrower’s compliance with certain covenants set forth in this Agreement on the Closing Date and stating that on the Closing Date (a) no Default or Unmatured Default has occurred and is continuing, (b) all of the representations and warranties in Article V are true and correct as of such date, and (c) no Material Adverse Change has occurred since December 31, 2003. (v) A written opinion of the Borrower’s counsel, in form and substance satisfactory to Lender (the date on which each Administrative Agent and addressed to the Lenders, in substantially the form of the following shall have been so delivered is referred to herein as the “Effective Date”):Exhibit A. (avi) executed originals Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of the Loan Documents and all each such requesting Lender. (vii) Such other documents and instruments as any Lender or its counsel may have reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, requested including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed each other document identified on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds list of the initial Advance; and (j) such other closing documents attached hereto as Lender may reasonably request.Exhibit E.

Initial Advance. Borrower The obligation of each Lender to make the initial Advance (including, without limitation, the obligation of the Issuing Lender to issue any Letter of Credit) to be made by it on or following the date of this Agreement is subject to the following conditions precedent: (a) The Administrative Agent shall have delivered to Lender each received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, and each in form and substance satisfactory to Lender the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date on which each of any of the following shall have been so delivered is referred to herein as following, unless the “Effective Date”Administrative Agent otherwise agrees or directs): (a1) Notes issued to each Lender in the principal amount of that Lender’s Pro Rata Share; (2) the Deeds of Trust executed originals by Borrower and Wheeling Land Development Corporation in forms which are suitable for recordation in the relevant West Virginia recorder’s offices, extending the term of the Loan Documents Agreement to the Maturity Date, and all other documents and instruments reasonably required by Lender to effectuate reducing the transactions contemplated hereby or to create and perfect amount of the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced Commitment secured thereby; (c3) certified copies the Reaffirmation and Amendment to Amended and Restated Guaranty, executed by each Subsidiary of the Certificate of Incorporation Borrower and the Bylaws, as amended through the Closing Date, of Borrowerby Administrative Agent; (d4) a certificate the Reaffirmation and Amendment to Amended and Restated Subsidiary Security Agreement, executed by each Subsidiary of Borrower and by the Administrative Agent; (5) the Reaffirmation and Amendment to Amended and Restated Borrower Security Agreement, executed by Borrower and by the Administrative Agent; (6) the Reaffirmation and Amendment to Environmental Indemnity Agreement, executed by Borrower and by Wheeling Land Development Corp.; (7) such documentation with respect to Borrower, each Subsidiary Guarantor and each other Obligor as the Administrative Agent may require to establish its due organization, valid existence and good standing for Borrower from standing, its state of incorporation and similar certificates from all other jurisdictions qualification to engage in business in each material jurisdiction in which it does is engaged in business and where the failure or required to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as so qualified, its authority to each officer of Borrower who is authorized to execute execute, deliver and perform the Loan Documents, the Warrantidentity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, and all other documents incumbency certificates; and (8) such assurances as the Administrative Agent deems appropriate that the relevant Governmental Agencies and instruments Regulatory Boards have approved the credit facilities to be delivered provided hereunder to the extent that such approval is required by Applicable Regulations. (b) The Administrative Agent shall have received assurances of the recordation of the Deeds of Trust acceptable to it from First American Title Insurance Company, together with its commitment to issue its ALTA lenders policy of title insurance in the amount of $15,000,000 with such endorsements to coverage and exceptions from coverage as the Administrative Agent may request. (c) Evidence that the security interests of the Administrative Agent in the Collateral are of first priority. (d) Borrower and the other Obligors shall be in compliance with all the terms and provisions of the Loan Documents, and no Default or Event of Default shall have occurred and be continuing. (e) The fees due and payable pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;Article 3 shall have been paid. (f) payment Delivery of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, all financial statements as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents set forth in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestArticle 7.

Initial Advance. Banks shall not be required to make the initial Advance hereunder, and the Issuing Bank shall not be required to issue the initial Facility Letter of Credit hereunder, unless Borrower shall have delivered has paid to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): Administrative Agent (a) executed originals the fees for the account of Banks set forth in the Arranger's letter to the Banks dated June 14, 2002 and July 16, 2002 and (b) the fees for the account of Administrative Agent and Arranger set forth in the letter agreement dated June 6, 2002 (and accepted by the Borrower on June 12, 2002) herewith among Administrative Agent, Arranger and Borrower, and Borrower has furnished to Administrative Agent with sufficient copies for Banks: (i) Copies of the articles or certificate of incorporation of Borrower and each Guarantor that is a corporation, together with all amendments, and a certificate of good standing, all certified by the appropriate governmental officer in the jurisdiction of incorporation; provided, however, that in the case of any Guarantor that is a corporation whose articles or certificate of incorporation has not been amended since the date it was delivered to Administrative Agent pursuant to the Original Credit Agreement, Borrower may furnish, in lieu of a certified copy of such articles or certificate of incorporation, a certificate so stating. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and each Guarantor that is a corporation, of each such corporation's by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank), or, in the case of each guarantor that is not a corporation, other appropriate consents and approvals, authorizing the execution of the Loan Documents and all other documents and instruments reasonably required by Lender the Guaranties; provided, however, that in the case of any Guarantor that is a corporation whose bylaws have not been amended since the date the same were delivered to effectuate Administrative Agent pursuant to the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all CollateralOriginal Credit Agreement, Borrower may furnish, in all cases in form and substance reasonably acceptable to Lender; (b) lieu of a certified copy of resolutions such bylaws, a certificate so stating. (iii) For each Guarantor that is a limited liability company or limited partnership (A) a copy of Borrower’s board the certificate or articles of directors evidencing approval formation or certificate of limited partnership (i) the Loan and other transactions evidenced as applicable), certified by the Loan Documents; and appropriate governmental officer in the jurisdiction of formation, (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (dB) a certificate of good standing for Borrower from its state and (C) a copy, certified by the appropriate officer of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;such Guarantor or of such Guarantor's manager, managing member or general partner, of such Guarantor's operating agreement or limited partnership, as applicable. (eiv) Incumbency certificates, executed by the Secretary or Assistant Secretary of Borrower and each Guarantor (or, in the case of a certificate of incumbency as to each Guarantor that is not a corporation, the appropriate officer of Borrower who is such Guarantor or of its manager, managing member or general partner), which shall identify by name and title and bear the signature of the officers of the such corporation (or other applicable entity) authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant on behalf Guaranty (as applicable) and (if applicable) to make borrowings hereunder and to request, apply for and execute Facility Letter of Credit Reimbursement Agreements with respect to Facility Letters of Credit hereunder, upon which certificates Administrative Agent, Banks and the Issuing Bank shall be entitled to rely until informed of any change in writing by Borrower or the applicable Guarantor. (v) A written opinion of General Counsel of Borrower, including, without limitation, addressed to Administrative Agent and Banks in substantially the chief financial officer form of Borrower;Exhibit E hereto. (fvi) Notes payable to the order of each of Banks. (vii) The Guaranty duly executed by the Guarantors. (viii) Such written money transfer instructions, in form acceptable to Administrative Agent, addressed to Administrative Agent and signed by an Authorized Officer, as Administrative Agent may have reasonably requested. (ix) Evidence satisfactory to Administrative Agent of payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, in full (which amounts payment may be deducted made from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; andAdvance hereunder) of all obligations of Borrower and Guarantors under the Original Credit Agreement (including without limitation principal, accrued and unpaid interest and fees, and amounts (if any) payable under Section 3.4 of the Original Credit Agreement). (jx) such Such other documents as Lender any Bank or Issuing Bank or their respective counsel may have reasonably requestrequested.

Initial Advance. Borrower shall have delivered to Lender each The obligation of the followingBank to make the initial Advance is subject to the satisfaction, in form and substance satisfactory to Lender (the sole discretion of the Bank, on or before the date on which each thereof of the following shall have been so delivered is referred to herein as the “Effective Date”):conditions precedent: (a) executed originals The Bank shall have received the following, all of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases which must be satisfactory in form and substance reasonably acceptable content to Lenderthe Bank, in its sole discretion: (1) The NOTE duly executed by the Borrower in the form attached as EXHIBIT "A"; (b2) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) The GUARANTY, in the Loan and other transactions evidenced form attached hereto as EXHIBIT "B", duly executed by the Loan Documents; and (ii) the Warrant and transactions evidenced therebyGuarantor; (c3) certified Certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state 's articles of incorporation and similar bylaws, an OMNIBUS CERTIFICATE and certificates from all other jurisdictions of existence, good standing and qualification to do business in every jurisdiction in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer such qualification is required of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant dated no less recently than three (3) months prior to the Loan Documents and the Warrant on behalf date of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g4) Landlord Consents A written OPINION of counsel to the Borrower and the Guarantor in form and content satisfactory to the Bank, dated as of, or Bailee Agreementsprior to, the date of the initial Advance, addressed to the Bank, substantially in the form attached hereto as applicableEXHIBIT "H". (5) An original RESOLUTION of the board of directors of the Borrower, for certified as of the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 date of the initial Advance may by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the Note, and all other instruments or documents to be used delivered by the Borrower pursuant to this Agreement; (6) A certificate of the Borrower's corporate secretary as to the INCUMBENCY and authenticity of the signatures of the officers of the Borrower executing this Agreement and the Note and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Bank being entitled to rely thereon until a new such certificate has been furnished to the Bank); (7) A true, correct and complete copy of the original independently audited FINANCIAL STATEMENTS of the BORROWER (and its Subsidiaries, on a consolidated basis) for the purchase most recent fiscal year end containing a balance sheet and related statements of International Based Financed Equipment without delivering income and retained earnings (the "STATEMENT DATE") and changes in financial position for the period ended on the Statement Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and acceptable to Lenderthe Bank and attached to a "CERTIFICATE ACCOMPANYING FINANCIAL STATEMENTS" in the form attached hereto as EXHIBIT "I"; (8) FINANCIAL STATEMENTS of the GUARANTOR, executed by Guarantor, dated no less recently than three (3) months prior to the disbursement of such Advance, any Landlord Consents in respect date of the premises initial Advance and attached to a "Certificate Accompanying Financial Statements" in the continental United States where such International Based Financed Equipment may be located temporarilyform attached hereto as EXHIBIT "I"; (9) Five (5) original ACKNOWLEDGMENTS in the form attached hereto as EXHIBIT "J" endorsed in blank; (10) Copies of the Borrower's errors and omissions INSURANCE policy or mortgage impairment insurance policy and blanket bond coverage policy, so long as (i) prior all in form and content satisfactory to the disbursement of such AdvanceBank, one or more Bailee Agreements, showing compliance by the Borrower as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion date of transit, the initial Advance with the related provisions of SECTION 6.9 hereof; (11) ACKNOWLEDGMENT AGREEMENT executed by Borrower and Bank and within thirty (ii30) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesdate hereof by FNMA; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered (or caused to Lender each of be delivered) to Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) duly executed originals counterparts of this Agreement, Account Control Agreements, the Loan Documents ACH Authorization, the Side Letter and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all CollateralAgent, in all cases cases, in form and substance reasonably acceptable to LenderAgent; (b) certified a legal opinion of B▇▇▇▇▇▇▇’s counsel in form and substance reasonably acceptable to Agent; (c) a copy of resolutions of BorrowerB▇▇▇▇▇▇▇’s board of directors Board evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; , and (ii) the Warrant Warrants and transactions evidenced thereby, in each case, as attached to a certificate certified by an officer of Borrower and delivered to Agent on the Closing Date or such other date (with respect to the Warrant); (cd) certified copies of the Certificate Charter of Incorporation Borrower, certified by the Secretary of State of the applicable jurisdiction of organization and the Bylawsother Organizational Documents, as amended through the Closing Date, of Borrower, certified by an officer of Borrower; (de) a certificate of good standing for Borrower from its state the applicable jurisdiction of incorporation organization and similar certificates from all other jurisdictions in which it Borrower does business and where the failure to be qualified would could have a Material Adverse Effect; (ef) a perfection certificate of incumbency B▇▇▇▇▇▇▇, together with duly executed signatures thereto; (g) certified copies, dated as of a recent date, of searches for financing statements filed in the central filing office of the State of Delaware; (h) Intellectual Property searches with respect to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (fi) payment of (i) the Due Diligence Fee (which has been paid prior to the Closing Date), (ii) the Initial Facility Charge and reimbursement of Lender(iii) Agent’s and the Lenders’ current expenses reimbursable pursuant to this Agreement, which amounts under clauses (ii) and (iii) may be deducted from the initial Advance; (gj) Landlord Consents or Bailee Agreementsall certificates of insurance, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitendorsements, and (ii) within 90 days copies of the Effective Date (or any subsequent Advance Date with respect each insurance policy required pursuant to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial AdvanceSection 6.2; and (jk) such other documents as Lender Agent may reasonably requestrequest at least one (1) Business Day prior to the Closing Date.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, this Agreement and all other documents and instruments reasonably required by Lender to effectuate of the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSecurity Documents; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (iA) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower GPLP and Owner from its state the State of incorporation Delaware, certified by the appropriate governmental officer and similar dated not more than sixty (60) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for GPLP and the Owner, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of GPLP or Owner to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (c) Copies of the formation documents (including code of regulations, if appropriate) of GPLP and the Owner, certified by an officer of GPLP or Owner, as appropriate, together with all amendments thereto; (d) Incumbency certificates, executed by officers of GPLP, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of such parities, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by GPLP; (e) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency as one of the Parent Entities, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to each officer the Borrower, and the execution, delivery and performance of Borrower who is authorized to execute the Loan DocumentsDocuments to be executed and delivered by the Borrower and each Parent Entity hereunder; (f) A written opinion of the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit F hereto or such other form as the Administrative Agent may reasonably approve; (g) A certificate, signed by an Authorized Officer of GPLP and Owner, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing, there has been no Material Adverse Effect, and that all representations and warranties of the Borrower are true and correct in all material respects as of the initial Borrowing Date provided that such certificate is in fact true and correct; (h) The most recent financial statements of GPLP; (i) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (j) Evidence that the upfront fees due under the fee letter referenced in Section 2.4 have been paid, or will be paid out of the proceeds of the initial Advance hereunder; (k) There is no event of default under the GPLP Revolver; (l) A survey for the Project in a form satisfactory to counsel for the Administrative Agent; (m) An endorsement to the lender’s title policy (or policies) issued under the Existing Loan Agreement, reflecting the recording of the amendments to the Deed of Trust and the Assignment of Rents and Leases and showing no exceptions to title except such as may be approved by the Administrative Agent; (n) If any portion of any buildings included in the Project is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, (i) a policy of flood insurance which (A) covers any parcel of the Project and (B) is written in an amount satisfactory to the Administrative Agent or the maximum limit of coverage made available with respect to the particular type of property under the Act, whichever is less, and (ii) confirmation that the Owner has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board of Governors of the Federal Reserve System. To the extent the Project is not located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other agency, the Warrant, and all other documents and instruments certification of the survey of the Project to be delivered pursuant to the Loan Documents and the Warrant on behalf clause (m) above shall include confirmation of Borrower, including, without limitation, the chief financial officer of Borrowersuch fact; (fo) payment A copy of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender all recorded documents with respect to the Financed Equipment purchased Project referred to, or listed as exceptions to title in, the endorsement to the title policy referred to above and a copy, certified by such parties as the Administrative Agent may deem appropriate, of all other documents materially affecting the Project, including without limitation copies of any leases with Major Tenants thereof; (p) The results of a recent search by a Person satisfactory to the Administrative Agent, of the Uniform Commercial Code, judgment and tax lien filings which may have been filed with respect to personal property of the Owner used in connection with the proceeds Project and the results of such search shall be satisfactory to the Administrative Agent; (q) Evidence in form and substance satisfactory to it that all of the initial Advancerequirements for insurance shall have been satisfied; (r) A current rent roll and current operating statements for the Project; (s) A current engineer’s report on the condition of the improvements upon the Project; (t) A current Phase I environmental assessment report and certification (or updated report and recertification) for the Project; (u) A written response from any lender under the Existing Loan Agreement which is not continuing as a Lender hereunder to a request made by the Administrative Agent, that such lender is withdrawing as a Lender on the Agreement Execution Date and confirming the amounts due to it upon such withdrawal, (v) An estoppel certificate from the Ground Lessor as to the continuance of the Ground Lease in full force and effect without default; (w) An interest rate cap agreement or interest rate swap agreement for a minimum of seventy-five percent (75%) of Tranche A in form and substance satisfactory to Administrative Agent; (x) The executed Co-Lender Agreement; and (jy) such other documents as Lender the Administrative Agent or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. Borrower shall have delivered At or prior to Lender each the making of the followinginitial extension of credit hereunder, in form and substance satisfactory to Lender (the date on which each of the following conditions precedent shall also have been so delivered is referred to herein as the “Effective Date”):satisfied: (a) the Lender shall have received the following (each to be properly executed originals of and completed) and the Loan Documents and all other documents and instruments reasonably required by Lender same shall have been approved as to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance by the Lender: (i) the Notes; (ii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Lender or its counsel may reasonably acceptable to Lenderrequest; (iii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives; and (iv) an arrangement fee letter. (b) the Lender shall have received the initial fees called for hereby; (c) the Lender shall have received the favorable written opinion of counsel for the Company in substantially the form attached hereto as Exhibit D; (d) the Lender shall have been furnished copies, certified copy as being true and correct by the Secretary or other officer of resolutions of Borrower’s board of directors evidencing approval the Company acceptable to the Lender, of (i) the Loan Proxy and other transactions evidenced by the Loan Documents; Prospectus dated October 4, 2001, and all amendments and supplements thereto, (ii) the Warrant Agreement and transactions evidenced thereby; Plan of Merger among the Company, Lincoln Acquisition Corp. and Mid Town and all amendments and supplements thereto, (ciii) copy of the Certificate of Merger filed with the Illinois Secretary of State as to the merger of Mid Town with and into Lincoln Acquisition Corp., (iv) approval letter as to the Merger from the Office of Thrift Supervision and acknowledgement letter from the Illinois Office of Banks & Real Estate, (v) evidence of shareholder approval of the Merger from the shareholders of Mid Town, (vi) certified copies of the Certificate Resolutions adopted by the Board of Incorporation Directors of the Company and of Mid Town authorizing the execution, delivery, and performance of the Merger Documents and the Bylawsconsummation of the transaction contemplated thereby, as amended through and (vii) the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where opinion letter delivered by counsel to Mid Town to the failure Company with respect to be qualified would have a Material Adverse Effectthe Merger; (e) the Lender shall have received a good standing certificate for the Company (dated as of the date no earlier than 30 days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation, and a certificate from the Office of incumbency Thrift Supervision as to each officer the registration of Borrower who is authorized to execute the Loan Documents, the Warrant, Company as a savings and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowerloan holding company; (f) payment the Lender shall have been furnished a statement by the Company as to the sources and uses of cash required to finance the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance;Merger; and (g) Landlord Consents or Bailee Agreementsby signing in the space provided for that purpose below, the parties agree that the Credit Agreement dated as of May 22, 1996, as applicableamended, for between the premises where Company and the Financed Equipment willBank, the loans outstanding under which are evidenced by the promissory notes of the Company issued pursuant to the terms thereof (the "Prior Notes"), will be, effective upon completion of transit, be located; provided, that up to $3,750,000 the making of the initial Advance extension of credit hereunder, terminated and no further borrowings may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitmade thereunder, and (ii) within 90 days of any loans outstanding and evidenced by the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed Prior Notes shall be repaid in full on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestdate thereof.