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. 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. 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. 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 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. 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. 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. 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. 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. 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 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 No Lender shall be required to make the initial Advance hereunder unless (x) the Borrowers have delivered to Lender each paid in full all Obligations under (and as defined in) the Original Credit Facility which would be due and payable upon termination of such Original Credit Facility, and the Aggregate Commitment (as defined in the Original Credit Facility) of the following, in form and substance satisfactory to Lender (the date on which each of the following lenders thereunder shall have been so delivered is referred terminated and (y) the Company has furnished or caused to herein as be furnished to the “Effective Date”):Agent with sufficient copies for the Lenders: (ai) Copies of the certificate of incorporation of the Company, 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 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 Lender) authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed originals 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 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 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;Company. (biv) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced A certificate, signed by the Loan Documents; Financial Officer of the Company, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and (ii) the Warrant and transactions evidenced thereby;is continuing. (cv) certified copies A certificate, signed by the Financial Officer of the Certificate of Incorporation Company, stating that on the initial Borrowing Date the representations 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 warranties contained 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 are true and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;correct in all material respects. (fvi) payment A written opinion of the Facility Charge and reimbursement Company counsel, addressed to each of Lender’s current expenses reimbursable pursuant to this Agreementthe Lenders, which amounts may be deducted from in substantially the initial Advance;form of Exhibit "B-1" hereto. (gvii) Landlord Consents or Bailee Agreements, as applicable, for The Committed 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 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;Lenders. (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. 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. 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. 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. 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 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. 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. 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. 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; (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 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. Concurrently with the execution hereof, or on or prior to the first date on which Lender is to advance the Loan hereunder, Borrower shall have delivered cause to be provided to Lender each the following: (1) Resolutions of the followingBoard of Directors, managing body or validly authorized Executive Committee of Borrower, certified by the Secretary or an Assistant Secretary of Borrower, duly authorizing the borrowing of funds hereunder and the execution, delivery and performance of this Agreement, the Schedule and all related instruments and documents. (2) An Agreement of Guaranty in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is hereinafter referred to herein as the “Effective DateGuaranty”):) duly executed by or on behalf of ▇▇▇ ▇▇▇▇▇ (hereinafter referred to as “Guarantor”). (a3) executed originals Resolutions of the Loan Documents Board of Directors, managing body or validly authorized Executive Committee of Guarantor, certified by the Secretary or an Assistant Secretary of Guarantor, duly authorizing the undertaking to guarantee Borrower’s obligations hereunder and all other documents the execution, delivery and instruments reasonably required performance of the Guaranty. (4) An appraisal of the Collateral to be completed by an appraiser selected by Lender to effectuate the transactions contemplated hereby at Borrower’s expense. (5) Satisfactory review of all Loan Documents, all due diligence reasonably requested by Lender, and delivery of any other documents, instruments, or to create and perfect the Liens of agreements as Lender may require in its reasonable discretion. (6) A payoff letter with respect to Borrower’s existing debt being paid off, which letter shall include confirmation the lender(s) of such existing debt will file all Collateralapplicable UCC-3 termination statements or authorize Lender to do so, in all cases and other be in form and substance reasonably acceptable to Lender;Lender in its sole discretion. (b7) certified copy A letter 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 direction 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 existing debt being paid off. (h) 8) Payment to Lender of a Consent Letter from each Incumbent Lender;fee in immediately available funds in an amount equal to 3% of the Loan Amount. (i9) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Deliver any agreements, instruments or other documents reasonably requested by Lender in order for Lender to make the ACH withdrawals for payments as Lender may reasonably requestset forth in Section 2(f).

Initial Advance. This Agreement shall not be effective (and the Lenders shall not be required to make the initial Advance hereunder unless and until this Agreement is effective) 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) Duly executed originals counterparts of this Agreement, the Notes payable to each of the Lenders (to the extent requested by the Lenders), the Subsidiary Guaranty and any other additional Loan Documents, signed by each applicable party thereto; (A) Certificates of good standing for each Loan Party from its state of organization, certified by the appropriate governmental officer and dated as of a recent date, and (B) foreign qualification certificates for each Loan Party certified by the appropriate governmental officer and dated as of a recent date, for each jurisdiction in which an Unencumbered Property owned by such Loan Party is located; (c) Copies of the formation documents (including code of regulations, if appropriate) of the Loan Parties, certified by the appropriate governmental officer, and further certified as of a recent date by an officer of the Borrower or such other Loan Party, as appropriate, together with all amendments thereto; (d) 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 all 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 any change in writing by the applicable Loan Party; (e) Copies, certified by a Secretary or an Assistant Secretary of the applicable Loan Party, of the Board of Directors’ resolutions (and resolutions of other documents and instruments bodies, if any are reasonably required deemed necessary by Lender to effectuate counsel for the transactions contemplated hereby or to create and perfect Administrative Agent) authorizing the Liens of Lender Advances provided for herein, with respect to all Collateralthe Borrower, in all cases and the execution, delivery and performance of this Agreement and the additional Loan Documents to be executed and delivered by the applicable Loan Party; (f) Written opinions of the Loan Parties’ counsel, addressed to the Lenders in form and substance reasonably acceptable to Lenderthe Administrative Agent; (bg) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced A certificate, signed by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies an Authorized Officer of the Certificate Borrower, stating that on the 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 Incorporation the Borrower and the Bylaws, Consolidated Group taken as amended through a whole since the Closing Date, date of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in the most recent financial statements delivered to the Administrative Agent 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, Effect and that all other documents representations 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 warranties of the Facility Charge Borrower are true 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, correct in all material respects 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 Agreement Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the Borrower; (i) a Release Letter from The Disbursement Instruction Agreement; (j) 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; (k) Evidence that all fees due to each Incumbent Lender of the Lenders with respect to the Financed Equipment purchased with the proceeds this Agreement have been paid; (l) The Unencumbered Property Due Diligence; (m) A certificate, signed by an Authorized Officer of the initial AdvanceBorrower, stating that on the Agreement Effective Date there are no actions, suits, investigations or proceedings, pending or threatened, in any court or before any arbitrator or Governmental Authority that is reasonably expected to have a material adverse effect on the Borrower and the Consolidated Group, taken as a whole, or that is reasonably 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; (n) Evidence satisfactory to the Administrative Agent of payment in full of all amounts due to any lender under the Original Credit Agreement which is not continuing as a Lender hereunder; (o) 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; (p) Evidence satisfactory to the Administrative Agent that the modified Revolving Credit Agreement has become, or is becoming, effective on such date; and (jq) such Such other documents as the Administrative Agent or its counsel may have reasonably requested, 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 requestthat 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 delivers its signature page with conditions for release, notice from that Lender to the Administrative Agent (or its counsel) that such conditions for release have been met.

Initial Advance. The Lenders shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower shall have delivered has furnished to Lender each of the following, in form and substance satisfactory to Lender Administrative Agent with sufficient copies for the Lenders or (the date on which each of b) the following shall have been so delivered is referred to herein occurred, as the “Effective Date”):applicable: (ai) executed originals A bring down certificate of the Secretary or Assistant Secretary of the Borrower certifying that the articles or certificate of incorporation and the bylaws of the Borrower have not been modified in any respect from the copies previously provided to the Administrative Agent and the Lenders in connection with the Existing Credit Agreement and copies of the Borrower's 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. (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 A bring down certificate of the Certificate Secretary or assistant Secretary of Incorporation and each Guarantor (other than American Gypsum Marketing Company, a Delaware corporation ("AGMC")) certifying that the Bylaws, as amended through the Closing Date, of Borrower; (d) a articles or certificate of good standing for Borrower from its state of incorporation and similar certificates the bylaws of such Guarantor have not been modified in any respect from all the copies previously provided to the Administrative Agent and the Lenders in connection with the Existing Credit Agreement and copies of such Guarantor's Board of Directors' resolutions and of resolutions or actions of any other jurisdictions in which it does business and where body authorizing the failure to be qualified would have a Material Adverse Effect; (e) a certificate execution 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 to which such Guarantor is a party. (iii) Copies of the articles or certificate of incorporation or other charter documents of AGMC, together with all amendments, certified by the appropriate governmental officer in its jurisdiction of incorporation. (iv) Copies certified by the Secretary or Assistant Secretary of AGMC, 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 AGMC is a party. (v) Copies of certificates of existence and good standing of the Borrower, each certified by the appropriate governmental officer in its jurisdiction of organization. (vi) 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 Warrant on behalf Lenders shall be entitled to rely until informed of any change in writing by the Borrower, including, without limitation, the chief financial officer of Borrower;. (fvii) payment 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 Facility Charge Authorized Officers and reimbursement any other officers of Lender’s current expenses reimbursable 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. (viii) Any Notes requested by a Lender pursuant to this Agreement, which amounts may be deducted from Section 2.13 payable to the initial Advance;order of each such requesting Lender. (gix) Landlord Consents or Bailee Agreements, as applicable, A Guaranty duly executed by the Guarantors. (x) Payment for the premises where account of each Lender who executes this Agreement on or before July 20, 2001 of a fee equal to 0.20% multiplied by 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 amount of such Advance, any Landlord Consents in respect Lender's Commitment. (xi) Payment 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, accrued and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed unpaid interest on the Effective Date)Obligations due and payable to July 20, such International Based Financed Equipment is relocated to such foreign premises;2001. (hxii) 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 furnished to Lender each of the 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, 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 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 A certificate of good standing for Borrower from its state the Borrower, certified by the appropriate governmental officer of incorporation the State of Maryland, 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 licensed (if required) would have a Material Adverse Effect; (eiii) a A certificate of incumbency as to good standing for each Subsidiary from its state of formation; (iv) Copies, certified by an officer of the Borrower, of the formation documents (including by-laws), of Borrower who is and each Subsidiary, together with all amendments thereto; (v) An incumbency certificate, executed by an officer 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 Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (fvi) payment Copies, certified by the Secretary or Assistant Secretary, of the Facility Charge Borrower's Board of Directors' resolutions (and reimbursement resolutions of other bodies, if any are deemed necessary by counsel for any Lender’s current expenses reimbursable pursuant ) authorizing the Advances provided for herein and the execution, delivery and performance of the Loan Documents to this Agreement, which amounts may be deducted from executed and delivered by the initial AdvanceBorrower hereunder; (gvii) Landlord Consents A written opinion of the Borrower's and Subsidiaries' counsel, addressed to the Lenders in substantially the form of Exhibit C hereto; (viii) A certificate, signed by an officer of the Borrower, 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 the 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 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; (hix) The most recent financial statements of the Borrower and a Consent Letter certificate from each Incumbent Lenderan officer of the Borrower that no material adverse change in the Borrower's financial condition has occurred since the date of such statements; (ix) a Release Letter from each Incumbent Lender UCC financing statement, judgment, and tax lien searches with respect to the Financed Equipment purchased Borrower from the State of Maryland; (xi) Written money transfer instructions, in substantially the form of Exhibit F hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the proceeds of the initial AdvanceAgent may have reasonably requested; and (jxii) 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. 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, the Pledge Agreement (together will all certificates, transfer powers, and other documents required to be delivered by Guarantor pursuant thereto), the Fee Letter, 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, the Pledge Agreement, 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, the Pledge Agreement, 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 Administrative Agent’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) 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;appropriate in order to perfect the security interest in the Collateral granted by Borrower pursuant to this Agreement or any other Loan Document. (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 shall have paid to the Loan Documents and Administrative Agent (for its own account or for the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment account of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from Lenders) all Fees payable on or before 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 Closing 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 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, 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 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 Formation and the BylawsOperating Agreement, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state the State of incorporation Delaware 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, 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; the Agent hereby acknowledges that the Due Diligence Fee has been paid in full prior to the Closing Date; (f) certified all copies of all Material Contracts and Material Third Party Contracts in effect as of the Closing Date and a certificate from an authorized officer of Borrower certifying to that each such Material Contract is in full force and effect on the Closing Date; (g) Landlord evidence that all governmental approvals and consents and approvals of, or notices to, any other Person (including , without limitation, the Consents or Bailee Agreementslisted on Exhibit J hereto) required in connection with the Transactions, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 execution and performance of the initial Advance may be used for Loan Documents, the purchase continuing operations of International Based Financed Equipment without delivering Borrower and its Subsidiaries as expected to Lender, prior to result from the disbursement of such Advance, any Landlord Consents in respect execution and delivery of the premises in VIVUS License Agreement and 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 consummation of the foreign premises where such International Based Financed Equipment will other transactions contemplated hereby, shall have been obtained and be located upon completion of transitin full force and effect, and (ii) within 90 days of all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that could reasonably be expected to restrain, prevent or otherwise impose burdensome conditions on such transactions or 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 premisesfinancing contemplated hereby; (h) a Consent Letter from the following transactions (collectively with the initial borrowings hereunder on the Closing Date, the “Transactions”) shall have been consummated, in each Incumbent Lender; case on terms and conditions reasonably satisfactory to Lenders: (i) a Release Letter from each Incumbent Lender with respect of the Material Contracts and Material Third Party Contracts shall have been executed and delivered by the parties thereto; (ii) all conditions to the Financed Equipment purchased with the proceeds effectiveness of the initial AdvanceMaterial Contracts and Material Third Party Contracts set forth in the Material Contracts and Material Third Party Contracts shall have been satisfied; (iii) Borrower shall have received aggregate net proceeds from equity capital contributions of at least $28,000,000 from the Permitted Investors, and such proceeds shall have been deposited in an account designated by the Agent and (iv) Borrower shall have received aggregate net proceeds from Subordinated Indebtedness of at least $15,000,000 from JCP III SM AIV, L.P., KFE, LLC and L. ▇▇▇▇▇ Associates, JV on terms reasonably satisfactory to Borrower, and such proceeds shall have been deposited in an account designated by the Agent; and (ji) such other documents as Lender Agent may reasonably request.

Initial Advance. The right of the Borrower to draw the initial Advance on the Closing Date shall be subject to the satisfaction of the following conditions precedent: (a) The Borrower shall have delivered the items listed on Part A of Schedule 7 attached hereto; (b) The Borrower shall have delivered evidence as to the obtaining of all approvals, permits and licenses which are then required, if any, or necessary for the renovation of the Improvements at the Project, together with copies of all such approvals, permits and licenses or evidence that no such permits or licenses are required; (c) The Borrower shall have delivered copies of the Borrower’s contracts with the Architect, and the Contractor, duly executed by the parties thereto, and to the extent applicable, a list of all subcontractors and materialmen who have been or, to the extent identified by the Borrower, will be, supplying labor or materials for the construction of the Project; (d) The Borrower shall have delivered to Lender each the Servicer two (2) complete sets of the followingPlans and Specifications, together with evidence of their approval by all Governmental Authorities having jurisdiction; (e) The Borrower shall have delivered Payment and Performance Bonds in respect of the Construction Contract; (f) The Servicer shall have received a report or written confirmation from the Engineering Consultant that (a) the Engineering Consultant has reviewed the Plans and Specifications identified on Schedule 5, (b) the Construction Contract satisfactorily provides for the construction or renovation of the Project, and (c) in the opinion of the Engineering Consultant construction or renovation of the Project can be completed on or before the Completion Date for an amount not greater than the amount allocated for such purpose on the Development Budget; (g) The Borrower shall have delivered to the Servicer evidence as to: (1) the methods of access to and egress from the Project, and nearby or adjoining public ways, meeting the reasonable requirements of the Project and the status of completion of any required improvements to such access; (2) the availability of water supply and storm and sanitary sewer facilities meeting the reasonable requirements of the Project; (3) the availability of all other required utilities, in location and capacity sufficient to meet the reasonable needs of the Project; and (4) the obtaining of all Governmental Actions which are required, necessary or desirable for the construction of the Improvements and the access thereto, together with copies of all such Governmental Actions as listed on Schedule 6; (h) The initial net equity installment of the Borrower’s Required Equity Funds ($[TBD]) shall have been delivered to the Fiscal Agent or the Title Company and the other deposits required under the Closing Memorandum shall have been made; and (i) The Funding Lender, the Servicer and the Borrower shall have executed or approved the Closing Memorandum in form and substance satisfactory to the Funding 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 Collateraland, 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 if any portion of the initial Advance may shall be used for hard costs of construction, a completed Requisition as described in Section 9.13(d)(i) hereof and the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents Engineering Consultant approval described in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (iSection 9.13(d)(iii) 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 requesthereof.

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 required by Agent or Lenders to be delivered on the date hereof, 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 duly executed Account Control Agreement among Nerdy LLC, Varsity Tutors, Agent, and Commerce Bank; (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 ▇▇▇▇▇▇▇▇, evidencing approval of (i) approval of 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 notices (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 transactions evidenced thereby;contemplated by the Loan Documents are in the best interests of such 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 each Borrower; (df) 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; (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, 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 AgreementSection 11.12, 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 Lenderall certificates of insurance required hereunder; (ik) [reserved]; (l) a Release Letter from each Incumbent Lender with respect certificate of an officer of the Company demonstrating to the Financed Equipment purchased with satisfaction of Lenders that the proceeds Total Debt is within the applicable Borrowing Base at the time of and immediately after the making of the initial proposed Advance; and (jm) such other documents as Lender Agent may reasonably request.

Initial Advance. Borrower At or prior to the making of the Term Loan and the initial Revolving Credit Loan hereunder, the following conditions precedent shall also have been satisfied: (a) the Lender 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 Lender: (i) this Agreement; (ii) the Notes; (iii) the Mortgage; (iv) the Pledge Agreement; (v) the Security Agreements; (vi) the UCC financing statements to be filed against the Borrowers; (vii) the other Security Documents; (viii) an incumbency certificate containing the name, title and genuine signatures of each of the followingBorrowers' Authorized Representatives; (ix) 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 and the Acquisition to the extent the Lender or its counsel may reasonably request. (x) a solvency certificate regarding the solvency of the Borrowers following the Acquisition. (xi) the terms of the contingent subordinated liability under the Offer to Buy have been reviewed and approved by the Lender; and the Lender shall have entered into an effective Subordination Agreement in a form and substance satisfactory to the Lender; (b) legal matters incident to the execution and delivery of this Agreement, the other Loan Documents and to the transactions contemplated hereby and thereby, shall be satisfactory to the Lender and its counsel; and the Lender shall have received the favorable written opinions of counsel from the Borrowers 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 Lender shall have received such valuations and certifications as it may require in order to satisfy itself as to the financial condition of the Certificate of Incorporation Borrowers, and the Bylaws, as amended through lack of contingent liabilities of the Closing Date, of BorrowerBorrowers; (d) the Lender shall have received a certificate Borrowing Base Certificate showing the computation of good standing for Borrower from its state the Borrowing Base as of incorporation the date of the making of the initial Revolving Credit Loan hereunder, and similar certificates from all other jurisdictions which evidences that the Borrowing Base is then in which it does business and where excess of the failure Revolving Credit Loans to be qualified would have a Material Adverse Effectoutstanding hereunder; (e) a certificate the Lender shall have received copies of incumbency as to the articles of incorporation and bylaws of each officer of Borrower who is authorized to execute the Loan DocumentsBorrowers, 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 Borrowercertified in each instance by its secretary or assistant secretary; (f) payment the Lender shall have received copies of resolutions of the Facility Charge Board of Directors and reimbursement the Shareholders, as required of Lender’s current expenses reimbursable pursuant to this the Borrowers authorizing the execution and delivery and performance of the Stock Purchase Agreement, which amounts may be deducted from Offer to Buy, this Agreement and the initial Advance;other Loan Documents together with specimen signatures of the persons authorized to execute such documents, all certified by its secretary of its assistant secretary. (g) Landlord Consents or Bailee Agreements, as applicable, the Lender shall have received assurances reasonably satisfactory to it that all conditions precedent to the consummation of the Acquisition shall have been satisfied except for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 Lender's funding of the initial Advance may be used purchase price for the purchase of International Based Financed Equipment without delivering to Lender, prior Acquisition and that immediately after given effect to the disbursement Acquisition, all representations and warranties by the Borrowers herein would remain true and correct in all material respects and no Default or Event of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may Default would occur or 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;continuing (h) a Consent Letter from each Incumbent the capital and corporate structure of the Borrowers shall be satisfactory to the Lender; (i) the Lender shall have received the Articles of Merger and the favorable written opinion or opinions of counsel to Cycle Country Iowa, in a Release Letter from each Incumbent Lender form and substance satisfactory to the Lender, with respect to the Financed Equipment purchased merger of Okoboji Industries Corp. with and into Cycle Country Iowa. (j) the proceeds Lender shall have received a good standing certificate for the Borrowers and (dated as of the initial Advancedate no earlier than thirty (30) days prior to the date hereof) from the Office of the Secretary of State of Iowa and Nevada, and the Secretary of State of each other state in which either is qualified to do business as a foreign corporation dated no earlier than thirty (30) days prior to the date hereof; (k) the Lender shall have received such other agreements, instruments documents, certificates and opinions as the Lender may reasonable request; and (jl) such other Lender shall have received UCC termination statements and mortgage releases as shall be necessary to provide to the Lender a first priority interest in the Security Property, subject only to those Permitted Liens, if any, set forth on Schedule 8.12. (m) the Borrowers shall have provided to the Lender the closing documents and agreements relating to the consummation of the Acquisition, including the Acquired Real Property, all of which shall be satisfactory to the Lender, including the total acquisition price of the Acquisition, and all legal matters incident to the closing of the Acquisition shall be satisfactory to the Lender and its counsel. The execution and delivery of the Notes and the request of the Term Loan and initial Revolving Credit Loan pursuant hereto shall be and constitute a representation and warranty by the Borrowers that each of the conditions set forth in this Section 7.2 will be satisfied as Lender may reasonably requestof the date of the initial Loan hereunder.

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, 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 LenderSubsidiary Guaranty; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) Certificates of good standing for the Loan Borrower and other transactions evidenced each Subsidiary Guarantor, from the State of Maryland for the Borrower and the states of organization of each Subsidiary Guarantor, certified by the Loan Documents; appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (ii) foreign qualification certificates for the Warrant Borrower and transactions evidenced thereby; each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (c30) certified copies of days prior to the Certificate of Incorporation and the Bylaws, as amended through the Closing Agreement Execution Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all 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; (ec) 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; (d) 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; (e) Copies, without limitationcertified by a Secretary or an Assistant Secretary of the Borrower and each Subsidiary Guarantor, of the chief financial officer 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; (f) payment A written opinion of the Facility Charge Borrower’s and reimbursement Subsidiary Guarantors’ counsel, addressed to the Lenders in substantially the form of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts Exhibit H hereto or such other 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 LenderBorrowing Date (a) no Default or Unmatured Default has occurred and is continuing, prior to the disbursement of such Advance, any Landlord Consents in respect (b) all representations and warranties of the premises in the continental United States where such International Based Financed Equipment may be located temporarilyBorrower are true and correct, so long as (ic) 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 transitneither Borrower nor any Subsidiary Guarantor has suffered any material adverse changes, and (iid) 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, Guarantors or subsidiary or any transaction contemplated hereby, or that could have a material adverse effect on the Borrower, Subsidiary Guarantors or subsidiary or any transaction contemplated hereby or on the ability of the Effective Date (Borrower, Subsidiary Guarantors or any subsequent Advance Date with respect subsidiary of either one 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 UCC financing statement, judgment, and tax lien searches with respect to the Financed Equipment purchased Borrower from its state of organization and principal place of business; (j) 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; (k) 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; andAdvances hereunder; (jl) such A compliance certificate pursuant to Section 6.1(e); (m) A certificate, in substantially the form of Exhibit J attached hereto, signed by an officer of the Borrower, certifying the Unencumbered Leverage Ratio and the Unencumbered DSCR; (n) Evidence satisfactory of 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 and of acceptance by them of the termination of their commitments thereunder. (o) A subordination agreement executed by the Advisor in the form attached hereto as Exhibit K and made a part hereof; (p) 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 (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, 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, the Disclosure Letter, 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 LenderMortgages; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) Certificates of good standing for the Loan Borrower and other transactions evidenced each Subsidiary Guarantor, from the State of Maryland for the Borrower and the states of organization of each Subsidiary Guarantor, certified by the Loan Documents; appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Effective Date, and (ii) foreign qualification certificates for each Subsidiary Guarantor owning a Qualifying Collateral Pool Property, certified by the Warrant appropriate governmental officer and transactions evidenced therebydated not more than sixty (60) days prior to the Agreement Effective Date, for the jurisdiction in which such Qualifying Collateral Pool Property is located; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation regulations, if appropriate) of the Borrower and the BylawsSubsidiary Guarantors, certified by an officer of the Borrower or such Subsidiary Guarantor, as amended through the Closing Dateappropriate, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by officers of the Borrower or the Subsidiary Guarantors, 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 the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for any change in writing by the 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 Effector any such Subsidiary Guarantor; (e) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency as the Borrower or the applicable Subsidiary Guarantor, of the Board of Directors’ resolutions 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 BorrowerBorrower and each Subsidiary Guarantor hereunder; (f) 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 Exhibit F hereto or such other 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) neither Borrower nor any Subsidiary Guarantor has suffered any material adverse changes, and (iiiv) within 90 days except as specifically as disclosed in the Disclosure Letter, 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, Guarantors or subsidiary or any transaction contemplated hereby, or that could have a material adverse effect on the Borrower, Subsidiary Guarantors or subsidiary or any transaction contemplated hereby or on the ability of the Effective Date (Borrower, Subsidiary Guarantors or any subsequent Advance Date with respect subsidiary of either one 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 UCC financing statement searches with respect to the Financed Equipment purchased Borrower and each Subsidiary Guarantor from its state of organization; (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) 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; (l) A pro forma compliance certificate pursuant to Section 6.1(v), (and provided for clarification purposes that Borrower shall have no obligation to deliver a compliance certificate under the terms of the Original Credit Agreement with respect to the quarter ended December 31, 2010, but that if such pro forma compliance certificate does not reflect Borrower’s actual financial results reported for the period ending December 31, 2010, Borrower shall be obligated to issue another compliance certificate under the terms of this Agreement for such period when such actual results are reported); (m) The Required Diligence with respect to all Qualifying Collateral Pool Properties (other than the Required SNDAs and Estoppels, but including the opinions of local counsel with respect to the Mortgages); (n) Evidence in the form of an escrow and related undertakings from a title insurance company satisfactory to the Administrative Agent that all Indebtedness encumbering the Qualifying Collateral Pool Properties immediately prior to the Agreement Effective Date shall be repaid in full from the proceeds of the initial Advance hereunder. (o) Evidence satisfactory to the Administrative Agent of payment in full of all amounts due to any lenders under the Original Credit Agreement which are not continuing as Lenders hereunder; and (jp) 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. Upon satisfaction of the foregoing conditions precedent and the funding of the initial Advance, the Administrative Agent shall execute and deliver to Borrower a release of any security interests created pursuant to the “Collateral Assignments” or the “Account Pledge Agreement” (as such terms are defined in the Original Credit Agreement) and terminations of any related UCC financing statements.

Initial Advance. This Agreement shall not be effective (and the Lenders shall not be required to make the initial Advance hereunder unless and until this Agreement is effective) 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) Duly executed originals counterparts of this Agreement, the Notes payable to each of the Lenders (to the extent requested by the Lenders), the Subsidiary Guaranty and any other additional Loan Documents, signed by each applicable party thereto; (A) Certificates of good standing for each Loan Party from its state of organization, certified by the appropriate governmental officer and dated as of a recent date, and (B) foreign qualification certificates for each Loan Party certified by the appropriate governmental officer and dated as of a recent date, for each jurisdiction in which an Unencumbered Property owned by such Loan Party is located; (c) Copies of the formation documents (including code of regulations, if appropriate) of the Loan Parties, certified by the appropriate governmental officer, and further certified as of a recent date by an officer of the Borrower or such other Loan Party, as appropriate, together with all amendments thereto; (d) 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 all 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 any change in writing by the applicable Loan Party; (e) Copies, certified by a Secretary or an Assistant Secretary of the applicable Loan Party, of the Board of Directors’ resolutions (and resolutions of other documents and instruments bodies, if any are reasonably required deemed necessary by Lender to effectuate counsel for the transactions contemplated hereby or to create and perfect Administrative Agent) authorizing the Liens of Lender Advances provided for herein, with respect to all Collateralthe Borrower, in all cases and the execution, delivery and performance of this Agreement and the additional Loan Documents to be executed and delivered by the applicable Loan Party; (f) Written opinions of the Loan Parties’ counsel, addressed to the Lenders in form and substance reasonably acceptable to Lenderthe Administrative Agent; (bg) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced A certificate, signed by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies an Authorized Officer of the Certificate Borrower, stating that on the 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 Incorporation the Borrower and the Bylaws, Consolidated Group taken as amended through a whole since the Closing Date, date of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in the most recent financial statements delivered to the Administrative Agent 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 that all other documents representations 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 warranties of the Facility Charge Borrower are true 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, correct in all material respects 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 Agreement Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the Borrower; (i) a Release Letter from The Disbursement Instruction Agreement; (j) 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; (k) Evidence that all fees due to each Incumbent Lender of the Lenders with respect to the Financed Equipment purchased with the proceeds this Agreement have been paid; (l) The Unencumbered Property Due Diligence; (m) A certificate, signed by an Authorized Officer of the initial AdvanceBorrower, stating that on the Agreement Effective Date there are no actions, suits, investigations or proceedings, pending or threatened, in any court or before any arbitrator or Governmental Authority that is reasonably expected to have a material adverse effect on the Borrower and the Consolidated Group, taken as a whole, or that is reasonably 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; (n) Evidence satisfactory to the Administrative Agent of payment in full of all amounts due to any lender under the Original Credit Agreement which is not continuing as a Lender hereunder; (o) 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; (p) Evidence satisfactory to the Administrative Agent that the modified Revolving Credit Agreement has become, or is becoming, effective on such date; and (jq) such Such other documents as the Administrative Agent or its counsel may have reasonably requested, 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 requestthat 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 delivers its signature page with conditions for release, notice from that Lender to the Administrative Agent (or its counsel) that such conditions for release have been met.

Initial Advance. The obligations of the Lenders under the Agreement as modified by this Amendment 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 after the Amendment Effective Date, 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 the Administrative Agent the following: (i) The duly executed originals of this Amendment and any additional Loan Documents, with sufficient copies for 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 LenderLenders; (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 Amendment Effective 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 Amendment Effective 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 sign this Amendment and the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the additional 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 this Amendment and the additional 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 D 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 Amendment Effective 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 Amendment Effective 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, and, with respect to IWR and each of the “Companies” (as defined in the Collateral Assignments), from the State of Delaware; (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 such initial Advance hereunder; (xi) Evidence, the initial Advanceform and substance of which is reasonably acceptable to the Administrative Agent, that each of the Initial Collateral Properties is wholly owned by the entities listed on Schedule 1 and is not subject to any Secured Indebtedness; and (jxii) 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. In the event that the Administrative Agent has not received, within thirty (30) days from the Amendment Effective Date, a letter from the Depository Bank confirming its agreement with the irrevocable directions given by Borrower pursuant to Section 6.29 of this Agreement in a form reasonably satisfactory to the Administrative Agent, the Lenders shall not be required to make any further Advances or to issue any further Facility Letters of Credit until such letter is received.

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 articles of incorporation of the following shall have been so delivered is referred to herein as Borrower, together with all amendments, and a certificate of existence, both certified by the “Effective Date”):appropriate governmental officer in its jurisdiction of incorporation. (aii) 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 the Agent) authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed originals 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 Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) Copies of the articles of incorporation of NTC, together with all amendments, and a certificate of existence, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of NTC, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Agent) authorizing the execution of the Pledge Agreement and any agreements, instruments, or documents executed by NTC necessary to effect the purposes of the Pledge Agreement. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of NTC, which shall identify by name and instruments reasonably required title and bear the signature of the officers of NTC authorized to sign the Pledge Agreement. (vii) Copies of the articles of incorporation of NCN, together with all amendments, and a certificate of existence, both certified by Lender the appropriate governmental officer in its jurisdiction of incorporation. (viii) Copies, certified by the Secretary or Assistant Secretary of NCN, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Agent) authorizing the execution of the NCN Documents. (ix) An incumbency certificate, executed by the Secretary or Assistant Secretary of NCN, which shall identify by name and title and bear the signature of the officers of NCN authorized to effectuate sign the transactions contemplated hereby NCN Documents. (x) A certificate, signed by a senior financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (xi) A written opinion of counsel to create the Borrower, NTC, and NCN, addressed to the Lenders in substantially the form of Exhibit "G" hereto. (xii) Notes payable to the order of each of the Lenders. (xiii) The Security Agreement, together with all agreements, instruments, and documents necessary to effect the purpose of the Security Agreement under applicable law, including without limitation duly executed UCC-1 financing statements describing the security interest of the Agent on behalf of the Lenders in the "Collateral" (as that term is defined in the Security Agreement) and acceptable for filing in the appropriate public offices in each jurisdiction which the Agent deems necessary or advisable to perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;security interest created thereby. (bxiv) certified copy of resolutions of Borrower’s board of directors evidencing approval of The Pledge Agreement, together with (i) all stock certificates representing the Loan and other transactions evidenced by the Loan Documents; and Pledged Stock (as defined therein), (ii) stock powers duly executed in blank and (iii) duly executed UCC-1 financing statements describing the Warrant and transactions evidenced thereby; (c) certified copies security interest 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 Agent 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 Lenders in the continental United States where such International Based Financed Equipment may be located temporarily, so long "Collateral" (as (ithat term is defined in the Pledge Agreement) prior and acceptable for filing in the appropriate public offices in each jurisdiction which the Agent deems necessary or advisable to perfect 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 requestsecurity interest created thereby.

Initial Advance. Borrower At or prior to the time of the initial extension 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 followingLenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Revolving Credit Notes, Acquisition Financing/Term Notes, the Supplemental Revolving Credit Notes and the Y2K Revolving Credit Notes (which Notes are being executed and delivered in substitution and replacement for, and shall evidence the indebtedness outstanding on the Effective Date currently evidenced by, the promissory notes of the Company issued under the Original Credit Agreement); (ii) an Amended and Restated Guaranty from each Restricted Subsidiary; (iii) an Amended and Restated Security Agreement from the Company and each Restricted Subsidiary; (iv) an Amended and Restated Pledge Agreement from the Company and each Restricted Subsidiary; (v) a restated Mortgage and Security Agreement with Assignment of Rents from the Company and each Restricted Subsidiary with respect to all real property owned by then and currently securing the Original Credit Agreement, together with an amended or restated title policy with respect to each such parcel in form and substance satisfactory acceptable to Lender the Agent; (the date on which each vi) copies (executed or certified as may be appropriate) of resolutions of the following shall have been so delivered is referred to herein as Board of Directors of the “Effective Date”): Company and of resolutions of the Board of Directors (aor other governing body) executed originals of each Restricted Subsidiary, in each case authorizing the execution, delivery and performance of the Loan Documents to which it is a party and all other documents relating thereto; (vii) an incumbency certificate containing the name, title and instruments reasonably genuine signature of the Company's Authorized Representatives and each authorized signatory of each Restricted Subsidiary; (viii) a good standing certificate (or its equivalent) for the Company and each Restricted Subsidiary, dated as of a date no earlier than 60 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 corporation or organization; (ix) articles of incorporation and by-laws for the Company and articles of incorporation and bylaws (or equivalent organizational documents) for each Restricted Subsidiary, in each case certified by such Person's corporate Secretary or other appropriate officer acceptable to the Agent; and (x) evidence of the maintenance of insurance by the Company and each Restricted Subsidiary as required by Lender to effectuate the transactions contemplated hereby or to create and perfect by the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderCollateral Documents; (b) certified copy the Agent shall have received financing statement, tax and judgment lien searches evidencing the filing of resolutions the UCC financing statements requested in connection with the Collateral Documents and the absence of Borrower’s board of directors evidencing approval of (i) the Loan and any other transactions evidenced Liens except as permitted by the Loan Documents; and (ii) the Warrant and transactions evidenced therebySection 7.13 hereof; (c) certified copies the Lenders shall have received a borrowing base certificate in substantially the form of Exhibit F setting forth the computation of the Certificate Borrowing Base at such time and a compliance certificate in substantially the form of Incorporation and Exhibit G setting forth the Bylaws, computation of the financial covenants as amended through the Closing Date, of Borrowersuch time; (d) a certificate 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 good standing for Borrower from the Lenders the favorable written opinion of counsel to the Company and its state Restricted Subsidiaries, in the form of incorporation Exhibit H hereto or in such other form as is acceptable to the Agent and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effectits counsel; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan DocumentsAgent shall have received for itself and for the Lenders the initial fees, the Warrantif any, 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 Borrowercalled for hereby; (f) payment all loans outstanding under the Original Credit Agreement shall be refinanced out 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;Borrowings hereunder; and (g) Landlord Consents or Bailee Agreements, as applicable, the Agent shall have received for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 account 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) Lenders such other documents agreements, instruments, documents, certificates and opinions as Lender the 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 Agreement and the Notes; (ii) certified copies of resolutions adopted by the Board of Directors of the Company authorizing execution and delivery of this Agreement and the other Loan Documents to the extent the Lender or its counsel may reasonably acceptable request; (iii) an incumbency certificate containing the name, title and genuine signatures of each of the Company’s Authorized Representatives; (iv) an arrangement fee letter; and (v) participation agreements with JPMorgan Chase Bank, National Association, and LaSalle Bank, National Association relating to Lendertheir purchase of not less than $29,000,000 of the Revolving Credit Commitment and $55,000,000 of the Term Loan Commitment (and such participants shall have funded their share of the Loans being participated to them thereunder); (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 Statement and other transactions evidenced by the Loan Documents; Prospectus dated November 7, 2005, and all amendments and supplements thereto, (ii) the Warrant Agreement and transactions evidenced thereby; Plan of Reorganization, between the Company and EFC and all amendments and supplements thereto, (ciii) copy of the Certificate of Merger filed with the Delaware Secretary of State as to the merger of EFC with and into the Company, (iv) approval letter as to the Merger from the Office of Thrift Supervision and acknowledgement letter from the Illinois Department of Financial and Professional Regulation, (v) evidence of shareholder approval of the Merger from the shareholders of EFC, (vi) certified copies of the Certificate Resolutions adopted by the Board of Incorporation Directors of the Company and of EFC 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 EFC 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 November 30, 2001, as applicableamended, for between the premises where Company and the Financed Equipment willBank 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 made thereunder, and any loans outstanding thereunder and the purchase Letters of International Based Financed Equipment without delivering to Lender, prior Credit issued pursuant 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 terms thereof shall remain outstanding 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 part of the initial Advance; and advance of Loans made hereunder and Letters of Credit issued hereunder (j) and all applications for such other documents as Lender may reasonably requestLetters of Credit shall be deemed Applications issued pursuant to the terms hereof).

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 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. 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, 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 ▇▇▇▇▇▇▇▇’s counsel, in form and substance reasonably acceptable to Agent; (c) 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; (cd) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (de) 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 evidence reasonably satisfactory to Agent that ▇▇▇▇▇▇▇▇ has received at least Twenty Million Dollars ($20,000,000.00) in unrestricted (including, not subject to any redemption, clawback, escrow or similar encumbrance or restriction) net cash proceeds from one or more bona fide equity financings, in each officer of Borrower who is authorized to execute the Loan Documentscase after December 16, the Warrant, 2019 and all other documents and instruments to be delivered pursuant prior to the Loan Documents and the Warrant on behalf of BorrowerClosing Date, including, without limitation, the chief financial officer of Borrowerin each case subject to verification by Agent (including supporting documentation reasonably requested by Agent); (fg) payment of the Due Diligence Fee, Initial Facility Charge and reimbursement of LenderAgent’s and ▇▇▇▇▇▇’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 all certificates of insurance and 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. 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. 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 together with any transfer powers or other instruments of transfer, 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 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 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 be properly executed and completed) and the same shall have been approved as to form and substance by each Lender: (i) the Notes; (ii) the Guaranty Agreements from Guarantors not party hereto; (iii) 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; (iv) an incumbency certificate containing the name, title and genuine signatures of each of the following, Borrowers' Authorized Representatives; (b) the Agent shall have received for itself the arrangement fee called for hereby; (c) 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 Hub Group 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 Agent 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 Borrowerits counsel; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which the Agent shall have received evidence reasonably satisfactory to it does business and where that the failure aggregate consideration to be qualified would have expended by the Hub Group for Hub Chicago's acquisition of all limited partnership interests in the Hub Partnerships shall not exceed $120,000,000 and shall be pursuant to a Material Adverse Effectpurchase agreement all in form and substance satisfactory to the Agent and the Required Lenders; (e) the Agent shall have received evidence reasonably satisfactory to it that the Public Hub Company shall have received proceeds of at least $40,000,000 (net only of reasonable underwriting discounts and commissions and other ordinary and necessary out-of-pocket expenses incurred by Hub Chicago directly incurred and payable as a certificate result of incumbency as to each officer such issuance) out of Borrower who is authorized to execute the Loan Documentsproceeds of the Bridge Financing or at least $50,000,000 out of the proceeds of the Senior Note Offering, the Warrant, that such indebtedness will be incurred on terms and all other documents and instruments to be delivered pursuant under agreements reasonably acceptable to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerAgent; (f) payment the Agent shall have received for the account of the Facility Charge Lenders a good standing certificate for each Borrower and reimbursement Guarantor (dated as of Lender’s current expenses reimbursable pursuant the date no earlier than 10 days prior to this Agreement, which amounts may be deducted the date hereof) from the initial Advance;office of the secretary of state of the state of its organization; and (g) Landlord Consents or Bailee Agreements, as applicable, the Agent shall have received for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 account 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) Lenders such other documents agreements, instruments, documents, certificates and opinions as Lender the Agent or the Lenders may reasonably request.

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 followingLenders (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 Guaranties; (iii) the Collateral Documents and the UCC financing statements requested by the Agent in connection therewith; (iv) a mortgagee's policy of title insurance (or a binding commitment therefor) for each Mortgage (the "Initial Mortgages") on the following real estate (the "Initial Mortgaged Real Estate") insuring the Lien of such Mortgage in the amount set forth below to be a valid first Lien subject to no defects or objections which are unacceptable to the Agent, together with endorsements (including, without limitation, a revolving credit endorsement and a comprehensive endorsement) as the Agent may require; PROPERTY TITLE INSURANCE COVERAGE Illinois $8,250,000 Iowa (a) Carr▇▇▇ ▇▇▇▇▇▇, ▇▇c. $2,250,000 (b) Mid-Central $2,200,000 North Carolina $4,050,000 (v) an ALTA survey prepared by a licensed surveyor on the Initial Mortgaged Real Estate in Illinois; (vi) a certification from a licensed surveyor or independent firm acceptable to the Agent as to whether or not any portion of the Initial Mortgaged Real Estate is in a designated flood hazard area; (vii) a report of an independent firm of environmental engineers acceptable to the Agent concerning the environmental hazards and matters with respect to the Initial Mortgaged Real Estate; (viii) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor authorizing the execution and delivery of the Loan Documents delivered by them and indicating the authorized signers of such Loan Documents; (ix) 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 appropriate officer of the Borrower or such Guarantor, as the case may be; (x) a good standing certificate for the Borrower and 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 (xi) 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 the form attached hereto as Exhibit H; (c) the Agent shall have received for itself and for the Lenders the initial fees called for hereby; (d) the Agent shall have received a Compliance Certificate showing a computation of the calculation of the Cash Flow Leverage Ratio as of, and after giving effect to, the initial extension of credit hereunder, such computation to be in form and substance reasonably satisfactory to Lender the Agent and otherwise in reasonable detail; (e) the date on which each of Liens granted to the following Agent under the Collateral Documents shall have been so delivered is referred perfected in a manner satisfactory to herein as the “Effective Date”):each Lender and its counsel; (af) executed originals all conditions precedent to the Mid-Central Acquisition and the SMP Acquisition shall have been satisfied except for the Lenders' funding of not more than $26,000,000 of the Loan Documents purchase price for the Mid-Central Acquisition and the SMP Acquisition and the Lenders shall have received assurances satisfactory to them of the foregoing; (g) The Agent shall have received and approved as to form and substance: (i) the annual audit report and the Company financial statements for Mid-Central for its fiscal year ending December 31, 1997; (ii) an internally prepared balance sheet for the Company and each Subsidiary (other than Mid-Central) as at March 31, 1998 and an internally prepared income statement for the quarter then ended; (iii) the Mid-Central Purchase Agreement for the Mid-Central Acquisition; (iv) the SMP Purchase Agreement for the SMP Acquisition; (v) the due diligence reports relating to the Mid-Central Acquisition; and (vi) the field audit by the Agent of Mid-Central relating to the Mid-Central Acquisition; (h) the Agent shall have received a payoff and lien release letter from Banker's Trust Company setting forth, among other things, the total amount of Indebtedness outstanding to it from Mid-Central (including any outstanding letters of credit issued for Mid-Central's account) and containing an undertaking to cause to be delivered to the Agent each UCC termination statement and any other lien release instrument necessary to release Banker's Trust Company's Lien on all other documents Assets on all Property of Mid-Central and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create its subsidiaries, if any, which payoff and perfect the Liens of Lender with respect to all Collateral, in all cases lien release letter shall be in form and substance reasonably acceptable to Lender;the Agent; and (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by Agent shall have received for the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies account 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) Lenders such other documents agreements, instruments, documents, certificates and opinions as Lender the Agent or the Lenders may reasonably request. References in this Section to Subsidiaries shall be deemed to include each Acquiree and its subsidiaries prior to, as well as after, consummation of each of the Mid-Central Acquisition and the SMP Acquisition.

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 (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; (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 ▇▇▇▇▇▇▇▇, evidencing approval of (i) approval of 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, certified by an officer 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 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 Borrowersearches for financing statements; (fh) a duly executed payoff letter from MidCap Financial Trust; (i) evidence that (i) the Liens securing Indebtedness owed by Borrower to MidCap Financial Trust will be terminated, and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have been or will be, concurrently with or promptly after the initial Advance, terminated; (j) payment of the Due Diligence Fee, Initial Facility Charge and reimbursement of LenderAgent’s and ▇▇▇▇▇▇▇’ current non-legal expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (gk) Landlord Consents a duly executed copy of the Perfection Certificate and each exhibit and addendum thereto; (l) all certificates of insurance and copies of each insurance policy and endorsements required hereunder; (m) duly executed bailee agreements for any bailee location holding a portion of Borrower’s assets or Bailee Agreementsproperty valued, as applicableindividually or in the aggregate, in excess of Five Hundred Thousand Dollars $(500,000), except for the premises where the Financed Equipment willbailee location located at ▇▇. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, 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 P.R. China 215200; (n) (i) prior the certificates representing the Equity Interests required to be pledged pursuant to the disbursement Pledge Agreement, 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 premisesPledge Agreement; (ho) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect 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 (jp) such other documents as Lender Agent may reasonably request.

Initial Advance. The Lenders shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower shall have delivered has furnished to Lender each of the following, in form and substance satisfactory to Lender Administrative Agent with sufficient copies for the Lenders or (the date on which each of b) the following shall have been so delivered is referred to herein occurred, as the “Effective Date”):applicable: (ai) executed originals A bring down certificate of the Secretary or Assistant Secretary of the Borrower certifying that the articles or certificate of incorporation and the bylaws of the Borrower have not been modified in any respect from the copies previously provided to the Administrative Agent and the Lenders in connection with the Existing Credit Agreement and copies of the Borrower's 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. (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 A bring down certificate of the Certificate Secretary or assistant Secretary of Incorporation and each Guarantor (other than American Gypsum Marketing Company, a Delaware corporation ("AGMC")) certifying that the Bylaws, as amended through the Closing Date, of Borrower; (d) a articles or certificate of good standing for Borrower from its state of incorporation and similar certificates the bylaws of such Guarantor have not been modified in any respect from all the copies previously provided to the Administrative Agent and the Lenders in connection with the Existing Credit Agreement and copies of such Guarantor's Board of Directors' resolutions and of resolutions or actions of any other jurisdictions in which it does business and where body authorizing the failure to be qualified would have a Material Adverse Effect; (e) a certificate execution 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 to which such Guarantor is a party. (iii) Copies of the articles or certificate of incorporation or other charter documents of AGMC, together with all amendments, certified by the appropriate governmental officer in its jurisdiction of incorporation. (iv) Copies certified by the Secretary or Assistant Secretary of AGMC, 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 AGMC is a party. (v) Copies of certificates of existence and good standing of the Borrower, each certified by the appropriate governmental officer in its jurisdiction of organization. (vi) 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 -33- 41 Administrative Agent and the Warrant on behalf Lenders shall be entitled to rely until informed of any change in writing by the Borrower, including, without limitation, the chief financial officer of Borrower;. (fvii) payment 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 Facility Charge Authorized Officers and reimbursement any other officers of Lender’s current expenses reimbursable 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. (viii) Any Notes requested by a Lender pursuant to this Agreement, which amounts may be deducted from Section 2.13 payable to the initial Advance;order of each such requesting Lender. (gix) Landlord Consents or Bailee Agreements, as applicable, A Guaranty duly executed by the Guarantors. (x) Payment for the premises where account of each Lender who executes this Agreement on or before July 20, 2001 of a fee equal to 0.20% multiplied by 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 amount of such Advance, any Landlord Consents in respect Lender's Commitment. (xi) Payment 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, accrued and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed unpaid interest on the Effective Date)Obligations due and payable to July 20, such International Based Financed Equipment is relocated to such foreign premises;2001. (hxii) 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. On or prior to the Initial Closing Date: (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 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 Initial Closing Date, of Borrower; (div) a secretary’s certificate 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 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 funds in the Project Restricted Accounts in the amount of $64,000,000 as of Initial Closing Date; (viii) a closing certificate duly executed by Borrowers’ Chief Financial Officer certifying that since December 31, 2015, no event or condition that has had or could be used for reasonably expected, either individually or in the purchase aggregate, to have a Material Adverse Effect has occurred; (ix) executed copy of International Based Financed Equipment without delivering a payoff letter in form and substance reasonably satisfactory to LenderLender from the Existing Agent with respect to the payoff of, and release of all security interests securing, the Indebtedness owed under the Existing Loan Agreement on or prior to the disbursement Initial Closing Date; and (x) all Specified Customer Agreements. (b) ServiceCo shall have been duly formed and organized and the Master Agreement shall have been executed by the parties thereto. (c) Borrower shall have sent Letters of such Advance, any Landlord Consents in respect Direction directing the Escrow Release Amounts from each of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior banks listed on Schedule 5.18 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; (id) a Release Letter Certification from each Incumbent Lender with respect to the Financed Equipment purchased Borrower that it is in compliance with the proceeds provisions applicable to it under SEQRA as of the date of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. The obligations of the Lenders under the Agreement as modified by this Amendment shall not become effective, and the Lenders shall not be required to make the next Advance hereunder, or issue the next Facility Letter of Credit hereunder, after the Amendment Effective Date, 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 the Administrative Agent the following: (i) The duly executed originals of this Amendment, the Subsidiary Guaranty, the Security Documents and any other additional Loan Documents, with sufficient copies for 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 LenderLenders; (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 Loan Parties and for each entity directly or indirectly owning an Underlying Property 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 Amendment Effective Date, and (B) foreign qualification certificates from all other jurisdictions for the Loan Parties and for each entity directly or indirectly owning an Underlying Property, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Amendment Effective Date, for each jurisdiction in which it does business the executive offices of a Loan Party is located and where the failure to be qualified would have each jurisdiction in which a Material Adverse EffectCollateral Property or Underlying Property owned by such Loan Party or other entity is located; (eiii) a certificate Copies of incumbency as to the formation documents (including code of regulations, if appropriate) of the Loan Parties and each entity directly or indirectly owning an Underlying Property, certified by an officer of the Borrower who is or such other Loan Party or entity, as appropriate, together with all amendments thereto; (iv) 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 execute sign this Amendment and the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the additional Loan Documents and the Warrant 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 any change in writing by the applicable Loan Party; (v) Copies, certified by a Secretary or an Assistant Secretary of 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 the Borrower, includingand the execution, without limitationdelivery and performance of this Amendment and the additional Loan Documents to be executed and delivered by the applicable Loan Party; (vi) A written opinion of the Loan Parties’ 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 Amendment Effective Date no Default or Unmatured Default has occurred and is continuing, and 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 Amendment Effective 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 searches with respect to the Borrower and each of the other Loan Parties from the state of its organization; (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 A, utilizing the new covenants established herein and executed by the Borrower’s chief financial officer of Borroweror chief operating officer; (fxii) payment Evidence that all amendment fees due to each of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant Lenders with respect to this Agreement, which amounts may be deducted from the initial AdvanceAmendment have been paid; (gxiii) Landlord Consents Copies of a certified rent roll, leasing activity reports, tenant sales reports (if applicable), Major Leases, operating statements, title insurance commitments, surveys (which shall be recent ALTA surveys certified to the Administrative Agent on behalf of the Lenders for the Initial Mall Properties but may be older and less detailed surveys for the other Collateral Properties), Appraisals for the Initial Mall Properties dated not earlier than six (6) months prior to the Amendment Effective Date, a recent property condition report, flood zone determination (if not indicated on survey) and most recent engineering and “phase I” environmental assessments with respect to each Collateral Property and Underlying Property, estoppel certificates for Major Leases with respect to each Collateral Property (to the extent available after reasonable collection efforts), together with insurance certificates satisfying the requirements of Section 5.16 below, and such other due diligence materials as the Administrative Agent shall reasonably require for each such Collateral Property or Bailee AgreementsUnderlying Property, in addition to a written opinion of the Borrower’s counsel (or a designated local counsel in the jurisdiction of the Collateral Property) addressed to the Lenders in a form reasonably satisfactory to the Administrative Agent regarding each Security Document and, in addition, although not required as a condition under this Section 4.1, Borrower agrees to use commercially reasonable efforts to obtain and deliver to the Administrative Agent not later than sixty (60) days after the Amendment Effective Date subordination, disturbance and attornment agreements in a form satisfactory to the Administrative Agent from tenants under Major Leases with respect to each Collateral Property representing in the aggregate not less than seventy-five percent (75%) of the total gross leasable area or rentable area, 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 at 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 premisesCollateral Property demised under Major Leases; (hxiv) a Consent Letter Copies of the irrevocable direction letters from each Incumbent Lenderthe Borrower to the institutions described in Section 6.25, acknowledged by the applicable institution; (ixv) Evidence that each of the Mortgages has been recorded and the applicable title company has committed to issue a Release Letter from each Incumbent Lender title insurance policy insuring such Mortgage in an amount and form, and with respect such coverages and endorsements, as are all reasonably satisfactory to the Financed Equipment purchased with Administrative Agent; (xvi) Repayment of Advances under the proceeds Original Credit Agreement of sufficient to reduce the initial AdvanceAllocated Facility Amount to $370,000,000 or less; and (jxvii) 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 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) executed originals the Agent shall have received the following for the account of the Loan Documents Lenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Facility A Notes and (if the Facility B Credit has been activated) the Facility B Notes; (ii) certified copies of resolutions of the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the Notes, indicating the authorized signers of such documents and all other documents relating thereto and instruments reasonably required the specimen signatures of such signers; (iii) copies of the articles of incorporation and by-laws of the Company certified by Lender to effectuate the transactions contemplated hereby Secretary or to create other appropriate officer of the Company; and (iv) an incumbency certificate containing the name, title and perfect genuine signatures of each of the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderCompany's Authorized Representatives; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan Agent shall have received for itself and other transactions evidenced by for the Loan Documents; and (ii) Lenders the Warrant and transactions evidenced therebyinitial fees called for hereby; (c) certified copies legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Certificate Lenders the favorable written opinion of Incorporation and counsel for the Bylaws, Company in form set forth as amended through the Closing Date, of BorrowerExhibit 7.2(c) hereof; (d) the Agent shall have received for the account of the Lenders a certificate of good standing certificate for Borrower the Company (dated as of the date no earlier than thirty (30) days prior to the date hereof) from its the office of the secretaries of state of incorporation the states of Illinois and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse EffectIowa; (e) The proceeds of such initial credit shall be used to pay in full all outstanding "Obligations" under the Existing Credit Agreement except to the extent such "Obligations" constitute a certificate "LIBOR Portions," in which event such "Obligations" shall be deemed Facility A Loans made by the same Lender hereunder evidenced by the relevant Facility A Notes issued to such Lender, with interest on each such "LIBOR Portion" to be due and payable at the end of incumbency as the "Interest Period" applicable thereto at the time such "LIBOR Portion" becomes evidenced by the Facility A Notes and the interest applicable to each officer of Borrower who is authorized such "LIBOR Portion" to execute continue at the Loan Documentsrate which would otherwise applicable thereto under the Existing Credit Agreement (except that the "Applicable Margin" under the Existing Credit Agreement shall be deemed the Applicable Margin hereunder). The Lenders and the Company agree that concurrently with such initial credit, the Warrant, Existing Credit Agreement shall terminate and all other documents "Obligations" outstanding thereunder (except for such "LIBOR Portions") shall be due 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;payable; and (f) payment The Agent shall have received a certificate by the President, Chief Executive Officer, Chief Financial Officer or Senior Vice President-Finance of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this AgreementCompany, 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 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement date of such Advance, any Landlord Consents in respect initial extension 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 credit no Default or Event 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, Default has occurred 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 requestcontinuing.

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. 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; (a) 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”):: (ai) executed originals of the Loan Documents Documents, Account Control Agreements (to the extent available), 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 CollateralCollateral located in the United States of America, in all cases in form and substance reasonably acceptable to LenderAgent; (bii) certified copy of resolutions of BorrowerParent’s and each Subsidiary Guarantor’s board of directors (or applicable governing body) evidencing approval of (i) the 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 BylawsBylaws (or applicable organizational documents), as amended through the Closing Date, of BorrowerParent and each Subsidiary Guarantor and; (div) a certificate of good standing for Borrower Parent and each Subsidiary Guarantor from its state their respective states 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; (b) Agent and Borrower shall have mutually agreed on the uses of the Closing Date Advance; (c) Agent and Lender shall have received information on Borrower’s operations satisfactory to them in their sole and absolute discretion and shall have completed their business and legal due diligence to their satisfaction in their sole and absolute discretion; (d) Agent and Lender shall have received approval of the transaction from their respective investment committees; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute The Indebtedness under the Loan Documentsand Security Agreement dated as of March 29, 2014, as amended, by and among Parent, each of its Subsidiaries party thereto and Stegodon Corporation as successor in interest to Hercules Technology Growth Capital, Inc. shall be repaid in full from the WarrantLoan proceeds, such facility shall be terminated, and all other documents security interests related thereto shall be terminated 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 Borrowerreleased; (f) payment of the Facility Charge Charge, applicable Agency Fee and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Closing Date 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 Agent 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. 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. 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 (other than the Warrants, 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 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 Warrants 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 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 ▇▇▇▇▇▇▇▇, 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 the Due Diligence Fee (which has been paid prior to the Closing Date), 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; (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 request.

Initial Advance. Borrower On or prior to the Closing Date, Borrowers 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 opinion of Borrowers’ 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 each Borrower’s board of directors or members or managers as applicable 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, or Certificate of Formation and Operating Agreement, as applicable, each as amended through the Closing Date, of each Borrower; (d) a certificate of good standing for each Borrower from its state of incorporation or formation 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; (f) evidence of insurance, together with endorsements identifying Lender as additional insured on all liability policies and lender loss payee on all property policies; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion results 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, UCC and (ii) within 90 days of the Effective Date (or any subsequent Advance Date intellectual property searches and with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated Collateral indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to such foreign premisesthe Lender; (h) a Consent Letter from an Advance Request in respect of the Term Loan duly executed by each Incumbent LenderBorrower’s Chief Executive Officer, Chief Financial Officer or President or equivalent position; (i) a Release Letter from each Incumbent Lender with respect certificate, duly executed and certified by Parent Borrower’s Chief Executive Officer, Chief Financial Officer or President, evidencing and certifying to the Financed Equipment purchased with the proceeds Lender, as of the initial AdvanceClosing Date, that Parent Borrowers’ Consolidated Adjusted EBITDA for Three Month Measurement Period ending March 31, 2008 is no less than negative $85,000 dollars (-$85,000); (j) a payoff letter from Sovereign Bank reasonably satisfactory to Lender together with all termination statements and such other documents as may be necessary to discharge all liens and security interest granted by each Borrower, as applicable, in favor of Sovereign Bank; (k) a Borrowing Base Certificate in respect of the Revolving Loan, duly executed by each Borrower’s Chief Executive Officer, Chief Financial Officer or President or equivalent position, dated as of the Closing Date; and (jl) 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 the Administrative Agent, with sufficient copies for the Lenders, the following: i. The duly executed originals of the Loan Documents, including the Note, payable to the order of each of the followingLenders, this Agreement, the Parent Guaranty, the Collateral Assignment of Interests, and the other Security Documents; ii. Certificates of good standing for GPLP and Owner from the State of Delaware, 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 for the Owner and UPV Glimcher Corporation, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for the state in which the Collateral Asset is located; iii. Copies of the formation documents (including code of regulations, if appropriate) of Loan Parties, certified by an officer of GPLP or of a Parent Entity, as appropriate, together with all amendments thereto; iv. 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 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 such Loan Party; v. Copies, certified by a Secretary or an Assistant Secretary of a Parent Entity, 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 Loan Parties hereunder; vi. A written opinion of the Loan Parties' 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 the Purchase Agreement; 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 from Delaware and with respect to the General Partner and the Owner from Texas 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 a commitment for issuance of an owner's title policy (or policies) in the name of Owner as to the Collateral Asset, 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 policy of 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 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 clause (xvi) above shall include confirmation of such fact; xvii. A copy of all recorded documents with respect to the Collateral Asset referred to, or listed as exceptions to title in, the title commitment referred to in Section 4.1(xv) 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. Confirmation from an escrow agent satisfactory to the Administrative Agent handling the acquisition that upon the funding of the initial Advance to such escrow agent the acquisition of title to the Collateral Asset by Owner shall be completed and the deed in the name of Owner shall be recorded by the escrow agent promptly after funding and provided to the Administrative Agent; xix. Evidence in form and substance satisfactory to Lender (the date on which each it that all of the following requirements for insurance shall have been so delivered is referred to herein 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 xxiii. Such other documents as the “Effective Date”): (a) executed originals of Administrative Agent or its counsel may have reasonably requested, 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 of which documents shall be reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan parties 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 requesttheir respective counsel.

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 Managers 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) Evidence satisfactory to the Administrative Agent of payment in full of all accrued “Unused Fees” (as defined in the Existing Agreement) and amounts due to any lenders under the Existing Agreement which are not continuing as Lenders hereunder, including the payment in full of all “2018 Term Loans” (as defined in the Existing Agreement) and all interest and other amounts owing with respect thereto; (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. Borrower shall have delivered The obligation of Bank to Lender each make the initial Advance is subject to the condition precedent that all of the followingconditions and requirements set forth in the following parts of this paragraph have been satisfied and completed, or the satisfaction and completion thereof waived by Bank. If all of the conditions are not met to Bank’s satisfaction, or the completion thereof waived by Bank, Bank may, at its option, (1) withhold making any Advances until the conditions are met, (2) make an initial Advance and require that any unsatisfied conditions are satisfied as conditions subsequent to the initial Advance or (3) on or after October 31, 2011 (the last day to close under the Commitment), terminate its obligations under the Credit Facility and recover from Borrower all cost and expenses incurred by Bank in connection with Bank’s preparations for making the Credit Facility available to Borrower, together with the fees and other costs and expenses required to be paid by Borrower under the Commitment. If Bank disburses and requires any unsatisfied conditions to be satisfied as conditions subsequent, the failure of Borrower to satisfy and complete, to Bank’s satisfaction, any one or more of the conditions subsequent by the date or dates set by Bank will be an Event of Default under this Agreement and under the other Loan Documents, unless Bank, in form its discretion, waives satisfaction and substance satisfactory to Lender (the date on which each completion or further postpones satisfaction and completion. Loan Documents. Bank must have received an original of the following shall this Agreement, duly executed by Borrower and any other persons who are parties hereto and Bank must have been so delivered is referred to herein as the “Effective Date”): (a) received fully executed and, if necessary, recorded or filed, originals of the other 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 (i1) the Loan Commitment, (2) this Agreement, and other transactions evidenced (3) Bank and its counsel. Supporting Documents. Bank must have received the supporting documentation required by the Loan Documents; Commitment and (ii) the Warrant by Bank 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 Warrantcounsel, and all of the other documents terms and instruments to be delivered pursuant conditions listed in the Commitment and elsewhere in this Agreement must have been satisfied, including any Initial Advance conditions in Attachment 1. Perfection of Liens. Bank must have perfected, first priority liens and security interests in the Collateral, subject only 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 requestPermitted Liens.

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) 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) 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 Subsidiary Guaranty, the Parent Guaranty, the Collateral Assignment and all the 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 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, 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 thirty (30) 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 thirty (30) 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) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of Borrower, the Parent Guarantor and the Subsidiary Guarantors, certified by an officer of Borrower who is Borrower, Parent Guarantor or such Subsidiary Guarantor, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of 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; (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 UCC financing statement, judgment, and tax lien searches with respect to Borrower, Parent Guarantor and each Subsidiary Guarantor from their respective states of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advanceorganization; (gx) Landlord Consents or Bailee AgreementsWritten money transfer instructions, as applicablein substantially the form of Exhibit E hereto, 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 Administrative Agent 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 Administrative Agent 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 premiseshave reasonably requested; (hxi) a Consent Letter from Evidence that all upfront fees due to each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to of the Financed Equipment purchased with 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; (xii) Delivery of all Eligible Borrowing Base Property Qualification Documents and the satisfaction of all Collateral Inclusion Conditions with respect to the Initial Borrowing Base Properties, which must be comprised of at least four Borrowing Base Properties having a Borrowing Base Value of at least $50,000,000; 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. 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 articles of incorporation of the following Borrower, together with all amendments thereto,both certified by the appropriate governmental officer in its jurisdiction of incorporation, together with a good standing certificate issued by the Secretary of State of the jurisdiction of its incorporation and such other jurisdictions as shall have been so delivered is referred to herein as be requested by the “Effective Date”):Agent. (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 the Certificate Borrower's counsel, addressed to the Lenders in substantially the form of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower;Exhibit "F" hereto. (dvi) a certificate Notes payable to the order of good standing for Borrower from its state each 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;Lenders. (evii) a certificate Written money transfer instructions, in substantially the form of incumbency Exhibit "I" hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, Agent may have reasonably requested. (viii) The Existing Credit Agreements shall have been terminated and all other documents and instruments to amounts owing thereunder shall have been paid (or shall contemporaneously be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;paid) in full. (fix) 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. Borrower shall have delivered to Lender each The obligation of the followingLender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in form and substance satisfactory to Lender (the reasonable discretion of the Lender, 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 Lender shall have received the following, all of which must be satisfactory in form and content to the Lender, in its reasonable discretion: (1) The Loan Documents dated as of the date hereof duly executed by the Company and the Guaranty dated as of even date herewith executed by the Guarantor; (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) An original resolution of the board of directors of the Company, 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 the Company pursuant to this Agreement; (4) A certificate (in the form of Exhibit "H") 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 Request for Advance 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 NAB (and instruments reasonably required its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1996 (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 September 30, 1997 ("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 Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens independent certified public accountants of Lender with respect to all Collateral, in all cases in form and substance reasonably recognized standing acceptable to the Lender; (b6) certified copy Certified copies of resolutions NAB's articles of Borrower’s 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 NAB is in good standing with said taxing authority: (7) An original resolution of the board of directors evidencing approval of (i) NAB, certified as of the Loan date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of the Guaranty and all other transactions evidenced instruments or documents to be delivered by the Loan Documents; and (ii) the Warrant and transactions evidenced therebyNAB pursuant to this Agreement; (c8) A certificate (in the form of Exhibit "I") certified copies of NAB's ----------- corporate secretary as to the resolution of the Certificate board of Incorporation directors of NAB authorizing the execution, delivery and performance of the Guaranty and the Bylaws, as amended through incumbency and authenticity of the Closing Date, signatures of Borrower; (d) a certificate the officers of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where NAB executing 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, Guaranty and all other instruments or documents and instruments to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerLender); (f10) payment A tax, lien and judgment search of the Facility Charge appropriate public records for the Company and reimbursement NAB, including a search of Lender’s current expenses reimbursable pursuant to this AgreementUniform Commercial Code financing statements, which amounts may be deducted from search shall not have disclosed the initial Advanceexistence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder; (g11) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion Certificates of transit, be located; provided, that up to $3,750,000 insurance of the initial Advance may be used for Company's errors and omissions insurance policy and blanket bond coverage policy, all in form and content satisfactory to the purchase of International Based Financed Equipment without delivering to Lender, prior to showing compliance by the disbursement of such Advance, any Landlord Consents in respect Company as of the premises in date of this Agreement with the continental United States where related provisions of Section 6.8 hereof and showing Lender as a joint loss payee or containing an endorsement with a direct loss-payee feature on 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 premisespolicies; (h12) a Consent Letter from each Incumbent Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender; (i13) a Release Letter from each Incumbent Lender with respect Evidence that the Funding Account has been established and pledged to the Financed Equipment purchased with the proceeds of the initial Advance; andLender; (j14) such other documents as Lender may reasonably requestEvidence that the purchase and sale between the Company and Pacific Southwest Bank covering certain Eligible Construction Loans has been consummated.

Initial Advance. (i) Assuming the conditions for the ---------------- effectiveness of this Agreement set forth in Section 4(a) are satisfied, the initial Advance hereunder shall be deemed to be the Advances made under the Existing Working Capital Agreement to the Partnership that are outstanding and assumed by Borrower pursuant to the Reorganization. In addition to the conditions in Section 4(a), the Lenders shall have delivered no obligation to Lender each make the initial Advance under the Working Capital Loan unless the Agent shall have received all of the following, at the Agent's office in Denver, Colorado, duly executed and delivered and in form and substance satisfactory to Lender the Agent and its counsel: (A) This Agreement, executed by Borrower, the date on which each Agent and the Lenders; (B) The Working Capital Notes; (C) Counterparts of the following shall have been so delivered is referred Security Documents, duly executed and acknowledged by Borrower, together with the appropriate financing statements, as may be necessary or advisable under applicable law in order to herein as perfect and maintain, to the “Effective Date”):full extent permitted by applicable law, the first priority liens and security interests created thereby; (aD) Evidence that the Agent has been named as mortgagee/loss payee under all policies of casualty insurance, and as an additional insured under all policies of liability insurance, as required by Section 9(f); (E) A certificate, dated the Loan Date and executed originals by the president or a vice president of Borrower, stating the substance of Subsections 4(b)(ii)(A), (C) and (D); (F) A certificate, dated the Loan Date and executed by the Secretary or assistant Secretary of Borrower, which shall contain the names and signature of the officers of Borrower authorized to execute the Loan Documents on behalf of Borrower, and which shall certify to the correctness and completeness of the articles of incorporation and bylaws of Borrower, and the resolutions duly adopted by the Board of Directors of Borrower authorizing the execution of the Loan Documents and all the consummation of the transactions contemplated herein and therein; (G) Certificates from the Delaware Secretary of State as to the good standing of Borrower and from the Colorado Secretary of State, Borrower's principal place of business, as to Borrower's qualification to do business in such state; and (H) All other documents and instruments assurances which the Agent reasonably required by Lender to effectuate requires or which it may reasonably request in connection with the transactions contemplated hereby by this Agreement, and such documents shall be certified, when appropriate, by proper authorities. (ii) The Lenders shall have no obligation to make any Advances hereunder unless the following shall be true and correct on and as of the date of such Advance: (A) All representations and warranties contained in Section 8 and in the Security Documents shall be true on the Loan Date as if then given, and Borrower shall have performed or observed all terms, agreements, conditions and obligations hereunder and under the Security Documents to create and perfect be performed or observed on or prior to the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderLoan Date; (bB) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) All legal matters incident to the Working Capital Loan shall be satisfactory to counsel to the Agent, and the Agent shall have received on the Loan Date favorable opinions addressed to the Agent and other transactions evidenced by the Loan Documents; Lenders of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, and ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., co-counsel for Borrower, substantially in the form set forth in Exhibit D, together with the certificate provided --------- for in such Exhibit, which opinions collectively shall cover the matters set forth in Sections 8(a)(i), (ii) and (iii), (b), (c), (d), (e), (r) and (s), and such other matters as the Warrant and transactions evidenced therebyAgent or its counsel may reasonably request; (cC) certified copies No Event of Default or Unmatured Event of Default shall have occurred and be continuing or would result from the making 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 requested Advance; and (jD) such other documents Since December 31, 1995, there has been no material adverse change in the business, financial position or results of operations of the Partnership, as Lender may reasonably requestassigned to and assumed by Borrower pursuant to the Reorganization.

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. Borrower shall have delivered The effectiveness of this Agreement, including Lender's obligation to Lender each make the initial Structured Facility Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Structured Facility Note and this Agreement duly executed by Borrower. (2) Borrower's certificate of Limited Partnership, together with all amendments, as certified by the Secretary of State of Delaware, Borrower's partnership agreement, together with all amendments, certified by the General Partner of Borrower, and certificates of good standing dated within 30 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, consent or approval of all of the partners of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Structured Facility 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 General Partner of Borrower executing this Agreement and the other Loan Documents, and of the employees of the General Partner delivering each Structured Facility Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (5) The General Partner's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Delaware, bylaws certified by the corporate secretary of the General Partner and certificates of good standing dated within 30 days of the date of this Agreement. (6) A resolution of the General Partner's board of directors, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Structured Facility Advance Request and all other agreements, instruments or documents to be delivered under this Agreement. (7) Guarantor's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Maryland, bylaws certified by the corporate secretary of the Guarantor and certificates of good standing dated within 30 days of the date of this Agreement. (8) A resolution of the Guarantor's board of directors, certified as of the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Structured Dated: 7/1/2003 Amended: 7/24/2003 Facility Advance Request and all other agreements, instruments or documents to be delivered under this Agreement. (9) Financial statements of the Guarantor (and the Guarantor's Subsidiaries, on a consolidated basis) containing a proforma balance sheet as of the Closing Date, all prepared in accordance with GAAP. (10) Opinion of counsel for Borrower and Guarantor, in form and substance satisfactory to Lender Lender. (11) Assumed Name Certificates dated within 30 days of the date on which each of this Agreement for any assumed name used by Borrower in the conduct of its business. (12) Uniform Commercial Code, tax lien and judgment searches of the following shall 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. (13) 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 7.8. (14) A fully-executed Funding Bank Agreement and evidence that all accounts into which Structured Facility Advances will be funded have been so delivered is referred to herein as established at the “Effective Date”):Funding Bank. (a15) An executed originals Guaranty by the Guarantor. (16) Evidence that the private placement of Equity Interests in the Loan Documents and all other documents and instruments reasonably required Guarantor described in the Preliminary Offering Memorandum dated as of June 13, 2003 has been completed or will be completed simultaneously upon this Agreement becoming effective. (17) Receipt by Lender to effectuate of any fees due on 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 Borrower is indebted to any of resolutions its partners or Affiliates or any director, officer or shareholder of Borrower’s board any partner or any Affiliate of directors evidencing approval of (i) any partner, or to the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Guarantor, 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 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 General Partner of Borrower 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 date 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 Structured Facility 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 shall have delivered to Lender each The obligation of the followingLender to make the initial Advance under this Agreement is subject to the satisfaction, in form and substance satisfactory to Lender (the sole discretion of the Lender, 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) The Lender shall have 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 originals by the Borrower. (2) The Guaranty duly executed by the Guarantor. (3) The Servicing Security Agreement duly executed by NovaStar Mortgage, pursuant to which NovaStar Mortgage grants to the Lender a security interest in the Servicing Contracts described on Exhibit G hereto to secure the Obligations. (4) The certificate or articles of incorporation of the Borrower, the Guarantor and Novastar Mortgage, as certified by the Secretary of State of the state of its incorporation, and a copy of the bylaws certified by its corporate secretary, and certificates of good standing dated no less recently than ten (10) days prior to the date of this Agreement. (5) A resolution of the board of directors of each of the Borrower, the Guarantor and NovaStar Mortgage certified as of the date of this Agreement by each of its respective corporate secretary, authorizing the execution, delivery and performance of the Loan Documents to which it is a party, and all other instruments or documents to be delivered by each of them pursuant to this Agreement. (6) A certificate of the corporate secretary of each of the Borrower, the Guarantor and NovaStar Mortgage, as to the incumbency and authenticity of the signatures of the officers executing the Loan Documents 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). (7) Financial statements of each of the Guarantor and instruments reasonably NovaStar Mortgage (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1997, and related statements of income, changes in stockholders' equity and cash flows for the period 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. (8) Financial statements of each of the Guarantor and NovaStar Financial (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of June 30, 1998, 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 the Borrower's most recent audited financial statements. (9) A Uniform Commercial Code, tax lien and judgment search of the appropriate public records for each of the Borrower, the Guarantor and NovaStar Mortgage, 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. (10) Executed financing statements in recordable form covering the Collateral and the Servicing Collateral and ready for filing in all jurisdictions required by the Lender. (11) Receipt by the Lender to effectuate of any fees due on the transactions contemplated hereby or to create date hereof, including, but not limited to, Commitment Fees and perfect document production fees. (12) Evidence that all accounts necessary into which Advances will be funded have been established at the Liens Funding Bank and receipt of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;a fully executed Funding Bank 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 BylawsThe Pledged Certificates, 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 together with such agreements and instruments as may be required to be delivered pursuant transfer ownership thereof of record to the Loan Documents Lender and the Warrant on behalf of Borrowerrelease any Liens thereon, 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 shall have been delivered 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. 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 this Agreement, the Warrant, the Mortgage, the Note, Collateral Information Certificate, the ACH Authorization 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) an Account Control Agreement with respect to ▇▇▇▇▇ Energy Inc.’s money market account and operating account at ▇▇ ▇▇▇▇▇▇ Chase; (c) the Disclosure Letter; (d) certified copy of resolutions of each 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; (ce) certified copy of resolutions of at least two-thirds of the holders of ▇▇▇▇▇ Energy Inc.’s Series C Preferred Stock and Series B Preferred Stock voting together as a class evidencing approval of the incurrence of indebtedness under the Loan Documents and issuance of the Warrant; (f) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of each Borrower; (dg) a certificate of good standing as of a recent date for each Borrower from its state of incorporation Delaware 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; (fh) 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; (gi) Landlord Consents or Bailee AgreementsLender shall be reasonably satisfied that this Agreement and the Mortgage with respect to the ▇▇▇▇▇▇ Property will create upon recording (A) first priority, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up perfected Lien (subject only to $3,750,000 Permitted Liens) on at least 80% 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 total value of the premises proved ▇▇▇▇▇▇ Property evaluated in the continental United States where such International Based Financed Equipment may Initial Reserve Report; (j) Lender shall be located temporarily, so long as reasonably satisfied with the environmental condition of the ▇▇▇▇▇▇ Property of the Borrower; (k) Lender shall have received an opinion of (i) prior Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., special counsel 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 transitBorrower, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, local counsel 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 Advancein Kansas; and (jl) such other documents as Lender may reasonably request.

Initial Advance. Borrower shall have delivered Lender’s obligation to Lender each of make the followinginitial Warehousing Advance, is subject to the satisfaction, in form and substance satisfactory to Lender (the date on which each sole discretion of Lender, of the following shall have been so delivered is referred to herein as the “Effective Date”):conditions precedent: (a) Lender 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 originals by Borrower. (2) Borrower’s articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Delaware, Borrower’s bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of Borrower, or a certificate of Borrower stating that there has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, 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 and of the officers and employees of Borrower delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (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) Uniform Commercial Code, tax lien and instruments reasonably required 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. (7) 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. (8) Receipt by Lender to effectuate of any fees due on the transactions contemplated hereby date of this Agreement. (9) On or to create before the Closing Date, all outstanding Warehousing Advances against Construction Perm Mortgage Loans, and perfect the Liens of Lender with respect to all Collateralany related fees and costs, are paid in all cases in form and substance reasonably acceptable to Lender;full. (b) certified copy If 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 $100,000 or if the amount of such indebtedness exceeds $200,000 in the aggregate, 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 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 date 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 Warehousing 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 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 articles 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, both certified by the “Effective Date”):Secretary of State of the State of New Jersey. (aii) executed originals For each Guarantor, copies of the articles of incorporation of such Guarantor, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (iii) For the Borrower and each Guarantor, copies, certified by the Secretary or Assistant Secretary of such Person, 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 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. (biv) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) For the Loan Borrower and other transactions evidenced each Guarantor, an incumbency certificate, executed by the Loan Documents; Secretary or Assistant Secretary of such Person, which shall identify by name and (ii) title and bear the Warrant and transactions evidenced thereby; (c) certified copies signature of the Certificate officers of Incorporation and the Bylawssuch Person, 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 it is a party and, in the case of the Borrower, 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 such Guarantor, includingas the case may be. (v) A certificate, 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. (fvi) payment A written opinion of ▇▇▇▇ ▇. ▇▇▇▇▇, corporate counsel to the Borrower and each Guarantor, addressed to the Agent and the Lenders in substantially the form of Exhibit B hereto. --------- (vii) Notes with respect to Loans under the Facility A Commitments payable to the order of each of the Lenders and Notes with respect to Loans under the Facility B Commitments 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;B Lenders. (gviii) Landlord Consents or Bailee AgreementsWritten money transfer instructions, as applicablein substantially the form of Exhibit E hereto, 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 Agent 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 Agent 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;have reasonably requested. (hix) a Consent Letter from The Guaranty duly executed by each Incumbent Lender;Guarantor in substantially the form of Exhibit F hereto. --------- (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 any Lender or its counsel may have reasonably requestrequested.

Initial Advance. The Lenders shall not be required to make the Advance on the Agreement Execution Date hereunder unless (a) the Borrower shall, prior to or concurrently with such 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), this Agreement, the Subsidiary 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 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 and each Assignor from its state the states of incorporation organization of each Borrower and similar each Assignor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) current foreign qualification certificates from all other jurisdictions for the Borrower and each Assignor, certified by the appropriate governmental officer, for each jurisdiction in which the Subject Properties in which it does business owns an interest are located and in each other jurisdiction where the failure of the Borrower or any Assignor 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 the Borrower, each of the Assignors (and such Assignor’s managing partner, general partner or managing member) and each Subsidiary of the Assignors that is a certificate direct or indirect owner of incumbency as to each the Subject Properties certified by an officer of the Borrower, such Assignor and such other owners (or such Assignor’s and such other owner’s managing partner, general partner or managing member), respectively, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower who is and each of the Assignors (or such Assignor’s managing partner, general partner or managing member), 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 on behalf of the Borrower and such Assignor and 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 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 each of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to LenderAssignors (or such Assignor’s managing partner, prior to the disbursement of such Advance, any Landlord Consents in respect general partner or managing member) of the premises in Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the continental United States where such International Based Financed Equipment may be located temporarilyAdvances provided for herein, 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 Assignor hereunder; (vi) A written opinion of the Borrower’s and Assignors’ 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 Agreement Execution 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 Agreement Execution Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower and the most recent operating statements with respect to each Subject Property; (ix) UCC financing statement, judgment, and tax lien searches with respect to Borrower, each Assignor and each other direct and indirect owner of the Subject Properties from their respective States 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) [Intentionally Omitted.] (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 made on the Agreement Execution Date; (xiii) The duly executed originals of the Security Documents signed by each of the parties thereto (or receipt by the Administrative Agent from a party thereto of a facsimile signature page signed by such party which shall have agreed to promptly provide the Administrative Agent with the originally executed counterparts thereof). Additionally, the Administrative Agent shall have received, at the Borrower’s expense, evidence in form and substance satisfactory to the Administrative Agent that the Security Documents are effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable first priority security interest in the Collateral described in the Security Documents and that all filings, recordings, deliveries of instruments and other actions necessary or desirable to protect and preserve such security interests have been duly effected and that any and all consents necessary or desirable with respect to such security interest, have been received and remain in full force and effect as of the Agreement Execution Date; (xiv) Evidence in form and substance satisfactory to the Administrative Agent, that the sum of (a) outstanding principal balance of the Loans (less the amount of cash on deposit in the Cash Collateral Account, if any) on the Agreement Execution Date plus (b) the sum of the Subject Property Indebtedness as of the Agreement Execution Date, is not greater than seventy percent (70%) of the then Value of Subject Properties; (xv) A copy of a Springing Instruction Letter duly executed by an authorized officer of each of the Depository Banks and the Borrower, provided, however, that solely with respect to the Subject Properties known as Bandera Pointe and University Hills Shopping Center, in lieu of executing a Springing Instruction Letter, Borrower shall execute an agreement which provides that upon the occurrence and during the continuation of a Default, Borrower shall cause all Pledged Equity Funds with respect to such Subject Properties to be deposited directly into the Deposit Accounts; and (jxvi) 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 In addition to the terms and conditions otherwise contained herein, the obligations of Lender to make the initial Advance are conditioned on each of the following having been satisfied in a manner acceptable to Lender, in Lender's sole discretion: (a) The Loan Documents and the Related Documents in the forms and substance approved by Lender shall have been duly authorized and executed by each of Borrower and any other parties thereto and delivered by Borrower to Lender. (b) Lender shall have received evidence satisfactory to Lender that the representations and warranties of Borrower in the Loan Documents are true and accurate and not misleading. (c) All financing statements required by Lender shall have been duly authorized and executed by Borrower and delivered to Lender and filed in the appropriate governmental offices, including (i) financing statements relating to the property described in the Security Agreement executed by each Borrower and filed in the Offices of the followingSecretary of State of the State of Arizona, and the Secretary of State of the State of Delaware, and (ii) financing statements relating to the property described in the Pledge Agreement executed by Borrower and filed in the Offices of the Secretary of State of the State of Arizona, and the Secretary of State of the State of Delaware. (d) Lender shall have received the CD. (e) The Landlord Lien Waivers with respect to the Leases existing as of the date of such Advance shall have been duly authorized, executed and delivered by Landlords to Lender in form and substance acceptable to Lender in its reasonable discretion. (f) Lender shall have received all fees, costs and expenses specified in the Loan Documents and the Related Documents as are then due and payable by Borrower to 29 30 Lender, including the fees described in Section 2.3, Section 3.3 and Section 4.6, the attorneys' fees and costs incurred by Lender in connection with the preparation of the Loan Documents and the Related Documents, and all other costs incurred by Lender, including any appraisal fees, audit fees, environmental fees, premiums for title insurance policies and endorsements and filing, recording and search fees. (g) Lender shall have received all terminations of financing statements, partial releases of financing statements, mortgage releases, deed of trust releases, pay-off letters and/or agreements and other documents required by Lender to ensure that there are no Liens affecting the collateral for the Obligations, other than the Permitted Liens. (h) Lender shall have received evidence that the insurance required under the Loan Documents and the Related Documents is in full force and effect, that Lender is named as a loss payee thereunder, and that such insurance includes a provision requiring the insurer to provide Lender at least 30 days' prior written notice of the cancellation, expiration, termination or any change in the coverage afforded thereby. (i) Lender shall have received a certificate of the Secretary of Borrower in the form and substance approved by Lender, of even date herewith, as to: (i) the incumbency and signature of the officer of Borrower executing the Loan Documents and the Related Documents; (ii) the adoption and continued effect of resolutions of the Board of Directors of Borrower attached thereto, authorizing the execution, delivery and performance of the Loan Documents and the Related Documents to which Borrower is a party; and (iii) the accuracy of the copies of the Articles of Incorporation or Certificate of Incorporation and Bylaws of Borrower attached thereto. (j) Lender, at its option and for its sole benefit, shall have conducted an audit of the equipment, books, records and operations of Borrower, and Lender shall be satisfied as to their condition. (k) Lender shall have received a Compliance Certificate signed by Borrower, dated not more than 5 days prior to the initial Advance, and such reports and other certificates as Lender may require in order to satisfy itself as to the financial condition of Borrower. (l) Lender shall have received a certificate of good standing for Borrower from the appropriate government authorities of the state of incorporation of such Borrower, and from any other state in which Borrower is required to qualify to transact its business. (m) Lender shall have received the favorable written opinion of counsel to Borrower, in form and substance satisfactory to Lender and its counsel. (the date on which each of the following n) Lender shall have been so delivered is referred to herein as received true and correct copies of all Trademarks/names and Patents filed with the “Effective Date”):United States Patent and Trademark Office, if any. (ao) executed originals No Default or Event of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby Default shall then exist, nor shall any Default or to create and perfect the Liens Event 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, Default arise 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 result of the initial Advance; and. (jp) such Lender shall have received all other documents as items that Lender may reasonably requestrequires.

Initial Advance. Borrower The obligations of the Lenders to fund their respective Funding Shares of the initial Advance under this Agreement are subject to the Company's fulfillment of the following conditions precedent: (a) The Agent shall have delivered to Lender each of received the following, all of which must be satisfactory in form and content to the Agent in its sole discretion: (1) This Agreement duly executed by all parties; (2) The Senior Credit Notes, each duly executed by the Company; (3) The Guaranty, duly executed by the Guarantor; (4) UCC financing statements for the Collateral covered by this Agreement, each duly executed by the Company; (5) a UCC search report for the Company; (6) The Custody Agreement duly executed by the Company and Chase Texas as Custodian; (7) Certified copies of the Company's articles of incorporation and bylaws; (8) A favorable written opinion of counsel to the Company dated on or before the date of the initial Advance, addressed to the Lenders and the Agent and in form and substance reasonable satisfactory to Lender the Agent and its legal counsel (opinions required to be included therein are set forth in EXHIBIT H); (9) Original resolutions of the Company's board of directors, certified as of the date on which each of the following shall have been so delivered is referred to herein as initial Advance by the “Effective Date”): (a) executed originals Company's corporate secretary, authorizing the execution, delivery and performance by the Company of this Agreement, the Loan Documents 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; (b10) certified copy A certificate of resolutions of Borrower’s board of directors evidencing approval of the Company's 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); (c11) 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 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 AdvanceCompany; and (j12) 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 Company's industry, all in form and content reasonably satisfactory to the Agent. 57 (13) Payment to the Agent of the Facility Fee (for deposit in the Note Payment Account and Pro Rata distribution to the Lenders, the Agent's Fee, the Custodian's Fee and all other documents fees and expenses (including the disbursements and reasonable fees of the Agent's and the Lenders' attorneys, subject to the limitation specified in SECTION 12.1) of the Agent and the Lenders accrued and billed for to the date of the Company's execution and delivery of this Agreement. (b) All directors and officers of the Company, all shareholders of the Company and all Affiliates of the Company or any parent or Subsidiary of the Company, to whom or which the Company shall be obligated (excluding obligations for officer or employee salary, bonuses or other compensation) either for borrowed money or for any other obligation of Fifty Thousand Dollars ($50,000) or more as Lender may reasonably requestof the date of this Agreement, shall have caused such Debt -- excluding only the debts and obligations described on SCHEDULE 7.1(B) -- to be Subordinated Debt, as defined in this Agreement, by executing and causing to be delivered to the Agent a Subordination Agreement substantially in the form of EXHIBIT C and taking all other steps, if any, required to cause such Debt to be Subordinated Debt, as so defined, and the corporate secretary of the Company shall have certified each such Subordination Agreement executed to satisfy the requirements of this Subsection to be true, complete and in full force and effect as of the date of the Advance.

Initial Advance. Borrower Lenders shall have delivered not be required to Lender each of make 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”): Initial Advance hereunder unless (a) Borrowers shall have paid all fees due and payable to Lenders and Agent hereunder, (b) the initial Borrowing Notice is delivered to the Agent on or before November 29, 1995, (c) the proceeds of the Initial Advance are sufficient to and are used for the payoff and termination of the Existing Facilities, (d)(i) five (5) Business Days prior to the Technologies Acquisition, the Company shall have provided in writing to Agent a detailed list certified by an Authorized Financial Officer, of the amount and kind of all consideration being paid by the Company and or Maryland in connection with the Technologies Acquisition, and (ii) each Lender, in its sole discretion, has approved the contents of Borrower's notice (the Agent shall respond in writing to the Company within five (5) Business Days of receiving the Company's original notice as to Lenders' approval or disapproval; in the event that any Lender disapproves of the amount and kind of consideration being paid by the Company and or Maryland in connection with the Technologies Acquisition, this Agreement shall terminate with respect to such Lender as of the date of Agent's notice of disapproval to the Company), (e) the closing of the Technologies Acquisition shall have occurred on or before November 30, 1995, 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 (f) Borrowers shall have furnished to Agent, with sufficient copies for Lenders, the following: (i) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of Lenders, and all other documents this Agreement 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 Lendera Subsidiary Guaranty from Canada; (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 each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business Canada, certified by the appropriate governmental officer, 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 each Borrower who is and Canada, of each of the Borrower's formation documents (including by-laws or code of regulations), together with all amendments thereto; (iv) An incumbency certificate, executed by an officer of each Borrower and Canada, 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 Subsidiary Guaranty, respectively, and to make borrowings hereunder on behalf of each Borrower, including, without limitation, the chief financial officer upon which certificate Agent and Lenders shall be entitled to rely until informed of Borrowerany change in writing by each Borrower or Canada; (fv) payment Copies, certified by the Secretary or Assistant Secretary, of each Borrower's and Canada's Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing, as the case may be, the Advances provided for herein and the execution, delivery and performance of the Facility Charge Loan Documents or the Subsidiary Guaranty to be executed and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advancedelivered by each Borrower and Canada hereunder; (gvi) Landlord Consents A written opinion of each Borrower's and Canada's counsel, addressed to Lenders in substantially the form of Exhibit D and Exhibit E hereto; (vii) A certificate, signed by an officer of each Borrower, 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 each 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 the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect Borrowing Date; (viii) The most recent financial statements of the premises Company and a certificate from an officer of the Company stating that no material adverse change in the continental United States where such International Based Financed Equipment may be located temporarilyCompany's financial condition has occurred since September 30, so long as 1995; (iix) prior to the disbursement of such AdvanceUCC financing statement, 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 each Borrower from the Effective Date)State of Ohio, such International Based Financed Equipment is relocated from the state of Maryland with respect to such foreign premisesTechnologies and Maryland and from the province of Ontario with respect to Canada; (hx) a Consent Letter from A certificate, signed by an officer of each Incumbent LenderBorrower, stating that all judgments against each Borrower have been satisfied, and that all liens or encumbrances on any Property of any Borrower have (xi) Written money transfer instructions, in substantially the form of Exhibit F hereto, addressed to Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as Agent may have reasonably requested; (ixii) a Release Letter from each Incumbent Lender with respect An original counterpart of the articles of merger relating to the Financed Equipment purchased Technologies Acquisition 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 Technologies Acquisition occurred in accordance with the proceeds terms of the initial AdvanceMerger Documents; (xiii) Immediately following the closing of the Technologies Acquisition, a resolution of the new board of directors of the surviving corporation acknowledging its obligations as a Borrower under this Agreement; 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 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 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 to which the Borrower is a party, upon which certificate the 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 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 Lenders in substantially the form of Lender’s current expenses reimbursable Exhibit A. (vi) Any Notes requested by a Lender pursuant to this Agreement, which amounts may be deducted from Section 2.14 payable to the initial Advance;order of each such requesting Lender. (gvii) Landlord Consents or Bailee AgreementsWritten money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 Agent may have reasonably requested. (viii) The Borrower shall have delivered accurate and complete copies of the initial Advance may be used Agreement for Inventory Purchases, the purchase of International Based Financed Equipment without delivering to LenderConvertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, prior to the disbursement of such Advanceincluding any amendments thereto, any Landlord Consents in respect together with a certificate 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 Borrower with respect to any International Based Financed Equipment not financed on such matters relating to those agreements as required by the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;Agent. (hix) a Consent Letter from each Incumbent Lender;The Five-Year Credit Agreement shall close simultaneously with this Agreement. (ix) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds Payment in full and termination of the National City Credit Agreement simultaneously with such initial Advance; and. (jxi) such Such other documents as Lender the Agent 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) executed originals copies of the Loan Documents Documents, 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) a legal opinion of Borrower’s U.S. counsel in form and substance reasonably acceptable to Agent; (c) certified copy of resolutions of each Borrower’s board Board of directors Directors (and shareholder, with respect to Replimune UK) evidencing approval of (i) approval of the Loan and other transactions evidenced by the Loan DocumentsDocuments (ii) authorizing a specified person or persons to execute the 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 notices (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 (iiiv) (A) acknowledging that the Warrant Board of Directors are acting for a proper purpose and transactions evidenced therebythat the Loan Documents are in the best interests of that Borrower and for its commercial benefit; and (B) acknowledging that the relevant Borrower was solvent and there were reasonable grounds to expect that the relevant Borrower would continue to be solvent after executing and complying with its obligations under the Loan Documents; (cd) certified copies of the Certificate of Incorporation constitutional documents and (as applicable) the Bylaws, as amended through the Closing Date, of Borrower; (de) other than with respect to Replimune UK, 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 reasonably be expected to have a Material Adverse Effect; (ef) a certificate of incumbency as to each officer a director of Borrower who is authorized to execute Replimune UK confirming that guaranteeing or securing the Loan Documents, the Warrant, and all other documents and instruments would not cause any guaranteeing or similar limit binding on Replimune UK to be delivered pursuant exceeded and certifying that each copy document relating to the Loan Documents it specified in this Section 4, is correct, complete and the Warrant on behalf original of Borrowersuch copy document, including, without limitation, is in full force and effect and has not been amended or superseded as at a date no earlier than the chief financial officer of BorrowerClosing Date; (fg) in respect to any UK PSC Loan Party, a copy of the PSC Register together with confirmation from an authorized signatory that no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of the shares pledged as Collateral; (h) payment of the Due Diligence Fee, 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 all certificates of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect insurance and copies 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 Advanceinsurance policy required hereunder; and (j) 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 other than those listed in Section 7.24, duly executed Account Control Agreement(s) with respect to each Deposit Account and account holding Investment Property maintained by Borrower or any Subsidiary (other than Excluded 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 ▇▇▇▇▇▇▇▇, evidencing approval of (i) approval of 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 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 Borrowersearches for financing statements; (fh) filed in the central filing office of 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 (other than those constituting Permitted Liens) have been or, in connection with the initial Term Loan Advance, will be terminated or released; (i) payment of the Due Diligence Fee (which has been paid prior to the Closing Date), 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; (gj) 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; (hk) a Consent Letter from all certificates of insurance and copies of each Incumbent Lenderinsurance policy required hereunder; (il) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance[Reserved]; (m) [Reserved]; (n) [Reserved]; and (jo) such other documents as Lender Agent 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 the order of each of the Lenders, this Agreement, the Subsidiary Guaranty, the Parent Guaranty, the Collateral Assignment and all the 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 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, 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 Copies of the Facility Charge UCC financing statement, judgment, and reimbursement tax lien searches with respect to Borrower, Parent Guarantor and each Subsidiary Guarantor from their respective states of Lender’s current expenses reimbursable pursuant to this organization obtained under the Original Credit Agreement, which amounts may be deducted from the initial Advance; (gx) Landlord Consents or Bailee AgreementsWritten money transfer instructions, as applicablein substantially the form of Exhibit E hereto, 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 Administrative Agent 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 Administrative Agent 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 premiseshave reasonably requested; (hxi) a Consent Letter from Evidence that all upfront fees due to each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to of the Financed Equipment purchased with 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; (xii) Delivery of all Eligible Borrowing Base Property Qualification Documents and the satisfaction of all Collateral Inclusion Conditions with respect to the Initial Borrowing Base Properties, which must be comprised of at least four Borrowing Base Properties having a Borrowing Base Value of at least $50,000,000; 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. The Lender shall not be required to make the initial Advance hereunder unless (a) Borrower shall, prior to or concurrently with such Advance, have paid all fees due and payable to the Lender hereunder, and (b) Borrower shall have delivered furnished to Lender each the Lender, all 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) The duly executed originals of the Loan Documents Documents, including the Note, this Agreement, the applicable Subsidiary Guaranties, the Parent Guaranty, the Collateral Assignment and all the 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 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 Borrower, the Parent Guarantor and any then-current Subsidiary Guarantors 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 each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for the jurisdiction in which it does business and where the failure to be qualified would have a Material Adverse Effectsuch Subsidiary Guarantor’s Borrowing Base Property is located; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of Borrower, the Parent Guarantor and any then-current Subsidiary Guarantors, certified by an officer of Borrower who is Borrower, Parent Guarantor or such Subsidiary Guarantor, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of Borrower, Parent Guarantor and any then-current 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 Lender shall be entitled to rely until informed of any change in writing by Borrower, without limitation, the chief financial officer of BorrowerParent Guarantor or any such Subsidiary Guarantor; (fv) payment Copies, certified by a Secretary or an Assistant Secretary of Borrower, Parent Guarantor or any then-current 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 the 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 any such Subsidiary Guarantor hereunder; (gvi) Landlord Consents or Bailee AgreementsA written opinion of Borrower’s and Parent Guarantor’s counsel, addressed to the Lender in form and substance as applicable, for the premises where the Financed Equipment will, upon completion Lender may reasonably approve; (vii) The most recent financial statements of transit, be located; provided, that up to $3,750,000 Borrower and Parent Guarantor; (viii) Copies of the initial Advance may be used for the purchase UCC financing statement, judgment, and tax lien searches with respect to Borrower, Parent Guarantor and any then-current Subsidiary Guarantor from their respective states of International Based Financed Equipment without delivering to Lender, prior organization; (ix) Written money transfer instructions addressed to the disbursement Lender and signed by an Authorized Officer; (x) Delivery of such Advance, any Landlord Consents in all Qualification Documents and the satisfaction of all Collateral Inclusion Conditions with respect to the initial Borrowing Base Properties; (xi) Delivery 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 a Compliance Certificate as of such AdvanceJune 30, 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, 2013 and (ii) within 90 days a pro forma Compliance Certificate as of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date)September 30, 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 Advance2013; and (jxii) such Such other documents as the Lender or its counsel may have reasonably requestrequested prior to the Agreement Execution Date, the form and substance of which documents shall be reasonably acceptable to the Lender and its counsel. By execution of this Agreement, Lender acknowledges and agrees that Lender has received and reviewed all of the items set forth in this Section 4.1, and all such items are acceptable to Lender and its counsel.

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 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) A Pricing Certificate prepared in accordance with Section 2.4; (xv) 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.