Common use of Initial Advance Clause in Contracts

Initial Advance. Lender’s obligation to make the initial Warehousing Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: 5.1 (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 by Borrower. (2) Borrower’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all of the members 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 managers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. The effectiveness of this Agreement, including Lender’s 's obligation to make the initial Warehousing Structured Facility Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: 5.1 (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 Structured Facility Note and this Agreement duly executed by Borrower. (2) Borrower’s articles 's certificate of organization or formationLimited Partnership, together with all amendments, as certified by the Secretary of State of MarylandDelaware, Borrower’s operating 's partnership agreement, together with all amendments, certified by the manager General Partner of Borrower, and certificates of good standing dated within 60 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 members partners of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing 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 managers 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. (11) 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. (612) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (713) Copies of Borrower’s '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 7.97.8. (8) The 14) A fully-executed Funding Bank Agreement and evidence that all accounts into which Structured Facility Advances will be funded have been established at the Funding Bank. (15) An executed Guaranty duly executed by the Guarantor. (916) Guarantor’s articles Evidence that the private placement of organization Equity Interests in the Guarantor described in the Preliminary Offering Memorandum dated as of June 13, 2003 has been completed or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of will be completed simultaneously upon this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicableAgreement becoming effective. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (1117) Receipt by Lender of any fees due on the date of this Agreement. (b) If Borrower is indebted to any of its partners or Affiliates or any director, officer or shareholder of any partner or any Affiliate of any partner, or to the Guarantor, 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 Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the General Partner of Borrower to be true and complete and in full force and effect as of the date of the Structured Facility Advance.

Initial Advance. Lender’s obligation At or prior to make the making of the initial Warehousing Advanceextension of credit hereunder, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedentprecedent shall also have been satisfied: 5.1 (a) Lender must receive the following, all Administrative Agent shall have received the following for the account of which must the Lenders (each to be satisfactory in properly executed and completed) and the same shall have been approved as to form and content to Lender, in its sole discretionsubstance by the Administrative Agent: (1i) The Warehousing Note and this Agreement duly executed by Borrower.the Notes; (2ii) Borrower’s articles of organization or formation, together with all amendments, as certified by a Guaranty from any Material Subsidiary not party hereto; (iii) the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within 60 days of the date of this Security Agreement, together with any financing statements requested by the Administrative Agent in connection therewith; (iv) the Initial Mortgages (other than the Initial Mortgages described in Section 7.4(b) below); (v) an appraisal of the equipment subject to the Security Agreement; (vi) a certification from mortgagee's policy of title insurance (or binding commitment therefor) for each Initial Mortgage and in an amount equal to 110% of the Franchise Tax Board appraised fair market value of the Initial Mortgaged Real Estate subject thereto, with a waiver of coinsurance insuring the liens of such Initial Mortgage to be a valid first lien (except for the prior liens on the Company's facilities in New Oxford, Pennsylvania) subject to no defects or other state tax authority stating that Borrower is objections which are unacceptable to the Administrative Agent, together with such direct access reinsurance agreements and endorsements (including without limitation a revolving credit endorsement and doing business and usury endorsements) as the Administrative Agent may require; (vii) current Phase I Environmental inspection reports for the Initial Mortgaged Real Estate; (viii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in good standing connection with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all of the members of Borrower authorizing the execution, execution and delivery and performance of this Agreement and the other Loan DocumentsDocuments to the 57 extent the Administrative Agent or its counsel may reasonably request; (ix) an incumbency certificate containing the name, each Warehousing Advance Request title and all other agreements, instruments or documents genuine signatures of the Authorized Representatives; (x) evidence of insurance required by Section 8.4 hereof; and (xi) copies of the results of a field audit of the Collateral acceptable to be delivered by Borrower under this Agreementthe Lenders. (4b) A certificate the Administrative Agent shall have received for itself the arrangement fee and initial agent's fees called for hereby; (c) the Administrative Agent shall have received the non-refundable closing fee in the amount heretofore agreed upon in writing between the Company and the Bank; (d) each Lender shall have received such valuations and certifications as it may require in order to satisfy itself as to the incumbency and authenticity value of the signatures Collateral, the financial condition of the managers Company and the Subsidiaries, and the lack of Borrower executing material contingent liabilities of the Company and the Subsidiaries; (e) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents.Documents and to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the Administrative Agent shall have received for the account of the Lenders the favorable written opinion of counsel for the Company in form and substance satisfactory to the Administrative Agent and its counsel; (5f) Assumed Name Certificates dated within 30 days the Administrative Agent shall have received for the account of the date of this Agreement for any assumed name used by Borrower Lenders a Borrowing Base certificate in the conduct of its business. (6) Uniform Commercial Code, tax lien form attached hereto as Exhibits C-1 and judgment searches C-2 showing the computation of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than Borrowing Base 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 reasonable detail as of the date most recently completed mid-month or month end fiscal period of this Agreement with the provisions Company (but in any event after giving effect to the making of Section 7.9.the initial extension of credit hereunder) and showing excess availability of at least $15,000,000 after deeming as borrowed hereunder an amount equal to all but $250,000 of accounts payable over sixty (60) days past due; (8) The Guaranty duly executed by Guarantor.g) the Administrative Agent shall have received for the account of the Lenders a good standing certificate (each dated as of a date no earlier than thirty (30) days prior to the date hereof) for the Company from the office of the secretary of state 58 of the states of Virginia, West Virginia, North Carolina and Pennsylvania and for the Guarantor from the office of the secretary of state of the state of Virginia; (9h) Guarantor’s articles of organization or formation, together with all amendments, as certified the Liens granted to the Administrative Agent under the Collateral Documents shall have been perfected in a manner satisfactory to each Lender and its counsel; (i) the Administrative Agent shall have received a pay-off letter from the Prior Lenders under the Prior Credit Agreement in form and substance satisfactory to the Administrative Agent which contains the Prior Lenders' acknowledgment that the indebtedness under the Prior Agreement will be paid in full and on agreement by the Secretary Prior Lenders that upon receipt of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by such payment the Secretary of Guarantor, and certificates of good standing dated within 60 days Prior Lenders shall release or assign their Liens on the Collateral; and (j) the Administrative Agent shall have received for the account of the date of this AgreementLenders such other agreements, together with a certification from instruments, documents, certificates and opinions as the Franchise Tax Board Administrative Agent or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicableLenders may reasonably request. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. Lender’s obligation The Lenders shall not be required to make the --------------- initial Warehousing Advance, is subject Advance hereunder unless the Borrower has furnished to the satisfaction, in Agent with sufficient copies for the sole discretion of Lender, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretionLenders: (1i) The Warehousing Note and this Agreement duly executed by Borrower. (2) Borrower’s Copies of the articles of organization or formationincorporation of the Borrower, together with all amendments, as and a certificate of good standing, both certified by the Secretary of State of Marylandthe State of New Jersey. (ii) For each Guarantor, Borrower’s operating agreementcopies of the articles of incorporation of such Guarantor, together with all amendments, and a certificate of good standing, both certified by the manager 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 to which it is a party. (iv) For the Borrower and each Guarantor, an incumbency certificate, executed by the Secretary or Assistant Secretary of such Person, which shall identify by name and title and bear the signature of the officers of such Person, authorized to sign the Loan Documents to which it is a party and, in the case of the Borrower, to make borrowings hereunder, upon which certificate the Agent and certificates the Lenders shall be entitled to rely until informed of good standing dated within 60 days any change in writing by the Borrower or such Guarantor, as the case may be. (v) A certificate, signed by the chief financial officer of the date Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (vi) A written opinion of this Agreement▇▇▇▇ ▇. ▇▇▇▇▇, 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 B Lenders. (viii) Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Agent and signed by an --------- Authorized Officer, together with a certification from such other related money transfer authorizations as 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 applicableAgent may have reasonably requested. (3ix) A resolution, consent or approval of all of the members 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 managers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (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) The Guaranty duly executed by Guarantor.each Guarantor in substantially the form of Exhibit F hereto. --------- (9x) Guarantor’s articles of organization Such other documents as any Lender or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicableits counsel may have reasonably requested. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. Lender’s obligation Lenders shall not be required to make the initial Warehousing AdvanceAdvance hereunder, is subject and the Issuing Banks shall not be required to issue the satisfactioninitial Facility Letter of Credit hereunder, in the sole discretion of Lender, of the following conditions precedent: 5.1 unless Borrower has paid to Administrative Agent (a) Lender must receive the followingfees for the account of Lenders set forth in Arranger’s letter to Lenders dated February 3, all 2006 and (b) the fees for the account of which must be satisfactory Administrative Agent and Arranger set forth in form the letter agreement dated February 3, 2006 (and content accepted by Borrower on February 3, 2006) herewith among Administrative Agent, Arranger and Borrower, and Borrower has furnished to Lender, in its sole discretionAdministrative Agent: (1i) The Warehousing Note and Subject to the provisions of the last paragraph of this Agreement duly executed by Section 5.1, copies of the articles or certificate of incorporation of Borrower. (2) Borrower’s articles of organization or formation, together with all amendments, as and a certificate of good standing, all certified by the Secretary appropriate governmental officer in the jurisdiction of State incorporation. (ii) Subject to the provisions of Marylandthe last paragraph of this Section 5.1, Borrower’s operating agreementcopies of the articles or certificate of incorporation of each Guarantor that is a corporation, together with all amendments, certified by the manager an authorized officer of Borrower, such Guarantor and certificates a certificate 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 appropriate governmental officer in good standing with the Franchise Tax Board or such state tax authority, if applicablejurisdiction of incorporation. (3iii) A resolution, consent or approval of all Subject to the provisions of the members last paragraph of this Section 5.1, copies, certified by the Secretary or Assistant Secretary of Borrower and each Guarantor that is a corporation, of each such corporation’s by-laws and of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender), or, in the case of each Guarantor that is not a corporation, other appropriate consents and approvals, 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 execution of the signatures of the managers of Borrower executing this Agreement and the other Loan Documents. (5iv) Assumed Name Certificates dated within 30 days Subject to the provisions of the date last paragraph of this Agreement Section 5.1, for any assumed name used each Guarantor that is a limited liability company or limited partnership (A) a copy of the certificate or articles of formation or certificate of limited partnership (as applicable), certified by Borrower the appropriate officer of such Guarantor’s manager, managing member or general partner, (B) a certificate of good standing from the appropriate governmental officer in the conduct jurisdiction of its businessformation and (C) a copy, certified by the appropriate officer of such Guarantor or of such Guarantor’s manager, managing member or general partner, of such Guarantor’s operating agreement or limited partnership, as applicable. (6v) Uniform Commercial Code, tax lien and judgment searches Subject to the provisions of the last paragraph of this Section 5.1, incumbency certificates, executed by the Secretary or Assistant Secretary of Borrower and each Guarantor (or, in the case of a Guarantor that is not a corporation, the appropriate public records officer of such Guarantor or of its manager, managing member or general partner), which shall identify by name and title and bear the signature of the officers of the such corporation (or other applicable entity) authorized to sign the applicable Loan Documents and (if applicable) to make borrowings hereunder and to request, apply for Borrower that do not disclose and execute Reimbursement Agreements with respect to Facility Letters of Credit hereunder, upon which certificates Administrative Agent, Lenders and the existence Issuing Banks shall be entitled to rely until informed of any prior Lien on change in writing by Borrower or the Collateral other than in favor of Lender or as permitted under this Agreementapplicable Guarantor. (7vi) Copies A written opinion of General Counsel of Borrower’s errors , addressed to Administrative Agent and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates Lenders in lieu substantially the form of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9Exhibit E hereto. (8) vii) Notes payable to the order of each of Lenders. (viii) The Guaranty duly executed by Guarantorthe Guarantors. (9ix) Guarantor’s articles of organization or formationSuch written money transfer instructions, together with all amendmentsin form acceptable to Administrative Agent, addressed to Administrative Agent and signed by an Authorized Officer, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicableAdministrative Agent may have reasonably requested. (10x) A resolution, consent or approval Evidence satisfactory to Administrative Agent of certified by payment in full (which payment may be made from the Secretary of Guarantor authorizing the execution, delivery and performance proceeds of the Guarantyinitial Advance hereunder) of all principal sums outstanding under the Prior Credit Agreement, all accrued and unpaid interest and fees, and amounts (if any) payable under Section 3.4 of the Prior Credit Agreement. (11xi) Receipt Any other information required by Section 326 of the USA PATRIOT ACT or necessary for Administrative Agent or any Lender to verify the identity of Borrower and Guarantors as is or may be required by Section 326 of the USA PATRIOT ACT. (xii) Such other documents as any fees due on Lender or Issuing Bank or their respective counsel may have reasonably requested. In the date case of this Agreementthe documents (other than good standing certificates and resolutions) provided for in subsections (i), (ii), (iii), (iv) and (v), Borrower may furnish, in lieu of the documentation specified in such subsections, a certificate or certificates of a secretary or assistant secretary or other applicable officer to the effect that the documents furnished pursuant to the Prior Credit Agreement remain in full force and effect and have not been amended or (if they have been amended) including copies of such amendments.

Initial Advance. Lender’s obligation Lenders will not be obligated to make fund the initial Warehousing AdvanceLoans hereunder, is subject and the L/C Issuers will not be obligated to issue the satisfactioninitial L/Cs hereunder, in the sole discretion of Lender, unless Administrative Agent has received each of the following conditions precedent: 5.1 items in clauses (a) Lender must receive the followingthrough (k) below, all of which must be satisfactory each in form and content substance satisfactory to LenderAdministrative Agent and each of the Lenders, and the conditions in its sole discretion:clauses (l) and (m) below have been satisfied (other than each item listed on Schedule 7.1, which items are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1): (1a) The Warehousing Note and this Agreement duly an executed by Borrower. (2) Borrower’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within 60 days of the date counterpart of this Agreement, together sufficient in number for distribution to Administrative Agent, each Lender, and ▇▇▇▇▇▇▇▇; (b) (i) with respect to any Revolver Lender requesting a certification Revolver Note pursuant to Section 3.1(a), a Revolver Note, payable to the order of such requesting Revolver Lender, as contemplated in Section 3.1(a), and (ii) with respect to any Term Loan Lender requesting a Term Loan Note pursuant to Section 3.1(a), a Term Loan Note, payable to the order of such requesting Term Loan Lender, as contemplated in Section 3.1(a); (c) from any Restricted Company (other than Borrower) organized under the Laws of the United States (or any state thereof), a Guaranty executed by such Restricted Company; (d) from any Restricted Company organized under the Laws of the United States (or any state thereof) holding capital stock or other equity interests of any Restricted Subsidiary (other than stock in the Northstar Subsidiaries and the Concessioner Subsidiaries), a Pledge Agreement executed by such Person, pledging the portion of such capital stock or other equity interests required pursuant to Section 6.2; (e) an Officers’ Certificate for each Restricted Company, relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency, as applicable; (f) Certificates of Existence and Good Standing (Account Status) for each domestic Restricted Company from its state of organization, each dated as of a recent date; (g) Legal opinions of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, special New York counsel to the Restricted Companies, and such local counsel as Administrative Agent shall request, each in form and substance satisfactory to Administrative Agent; (h) a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (except to the extent qualified by materiality, in which case they shall be true and correct); (ii) no Default or Potential Default exists under the Existing Agreement; (iii) no Default or Potential Default exists or would result from the Franchise Tax Board execution and delivery of the Loan Papers or other state tax authority stating the proposed funding of the Loans or issuance of L/Cs on the Closing Date; (iv) there has been no event or circumstance since July 31, 2023 that Borrower has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (v) except as set forth on Schedule 8.7, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Event; (i) evidence that all insurance required to be maintained pursuant to the Loan Papers has been obtained and is in good standing effect; (j) with respect to any Lender that reasonably requests at least 5 days prior to the Franchise Tax Board or Closing Date, Borrower shall have provided to such state tax authorityLender, if applicableand such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 3 days prior to the Closing Date. (3k) A resolutionat least 5 days prior to the Closing Date, consent or approval Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to Borrower; (l) payment of all fees payable on or prior to the Closing Date to Administrative Agent, any Related Party of Administrative Agent, and any Lender as provided for in Section 5; and (m) unless waived by Administrative Agent, payment in full of all reasonable fees, expenses, and disbursements of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP and, without duplication, the members reasonably allocated cost of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request internal legal services and all other agreementsreasonable expenses and disbursements of internal counsel (collectively, instruments “Attorney Costs”) of Administrative Agent to the extent invoiced prior to or documents on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be delivered incurred by Borrower under this Agreement. it through the closing proceedings (4) A certificate as to provided, that such estimate shall not thereafter preclude a final settling of accounts between ▇▇▇▇▇▇▇▇ and Administrative Agent). Without limiting the incumbency and authenticity generality of the signatures of the managers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (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 the last paragraph of Section 7.9. (8) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles 14.5, for purposes of organization determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or formationaccepted, together or been satisfied with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board each document or other state tax authority stating that Guarantor is in good standing with matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless Administrative Agent shall have received notice from such Lender prior to the Franchise Tax Board or such state tax authority, if applicableproposed Closing Date specifying its objection thereto. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. Lender’s The obligation of the Lenders to make the initial Warehousing Advance, Advance under this Agreement is subject to the satisfaction, in the sole discretion of Lenderthe Lenders, on or before the date thereof of the following conditions precedent: 5.1 (a) Lender must receive The Credit Agent shall have received the following, all of which must be satisfactory in form and content to Lenderthe Lenders, in its their sole discretion: (1) The Warehousing Note and A copy of this Agreement duly executed by Borrowerall parties hereto. (2) Borrower’s The notes duly executed by the Company. (3) A copy of the Collateral Agency Agreement duly executed by all parties thereto. (4) The Company's articles of organization or formation, together with all amendments, incorporation as certified by the Secretary of State of Marylandthe Company's incorporation, Borrower’s operating agreement, together with all amendments, bylaws certified by the manager corporate secretary of Borrowerthe Company, or a Certificate of the Company stating that there has been no change in either the articles of incorporation or bylaws since those delivered in connection with that certain Prior RFC Credit Agreement, and certificates of good standing dated within 60 no less recently than 90 days prior to the date of this Agreement. (5) A resolution of the board of directors of the Company, certified as of the date of this AgreementAgreement by its corporate secretary, 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 members 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 the Company pursuant to this Agreement. (46) A certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the managers officers of Borrower the Company executing this Agreement and the other Loan DocumentsDocuments and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Credit Agent being entitled to rely thereon until a new such certificate has been furnished to the Credit Agent). (57) Assumed Name Certificates A favorable written opinion of counsel to the Company (or of separate counsel at the option of the Company), dated within 30 days as of the date of this Agreement for any assumed name used by Borrower substantially in the conduct form of its businessEXHIBIT H attached hereto, addressed to the Credit Agent for the benefit of the Lenders. (6) 8) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do the Company, which searches shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of Lender the Credit Agent or as permitted under this Agreementhereunder. (79) Copies of Borrower’s the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Credit Agent. (10) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Credit Agent, showing compliance by Borrower the Company as of the date of this Agreement with the related provisions of Section 7.96.8 hereof. (8) The Guaranty duly executed 11) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Guarantorthe Credit Agent. (912) Guarantor’s articles of organization or formation, together with all amendments, as certified Receipt by the Secretary Credit Agent of State all Fees due on the date hereof, including but not limited to, Commitment Fees and document production fees, due the Credit Agent and the Lenders on or prior to the date of Delawarethis Agreement. (13) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of a fully executed Funding Bank Agreement. (14) An agreement among the Company, Guarantor’s operating agreementthe Credit Agent and Fannie Mae, together with pursuant to which Fannie Mae agrees to send all amendments, certified cash proceeds of Mor▇▇▇▇▇ L▇▇▇s sold by the Secretary Company to Fannie Mae to the Cash Collateral Account. (▇▇) Assumed Name Certificate dated no less recently than 90 days prior to the date of Guarantorthis Agreement for any assumed name used by the Company in the conduct of its business. (b) All directors, officers and certificates shareholders of good standing dated within 60 days the Company, all Affiliates of the Company or of any Subsidiary of the Company, to whom or to any of whom the Company shall be indebted as of the date of this Agreement, together with which indebtedness has a certification from the Franchise Tax Board term of more than 1 year or other state tax authority stating that Guarantor is in good standing with excess of $25,000 shall have subordinated such indebtedness to the Franchise Tax Board or Obligations, by executing a Subordination of Debt Agreement, in the form of EXHIBIT F hereto; and the Credit Agent shall have received an executed copy of any such state tax authoritySubordination of Debt Agreement, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance corporate secretary of the Guaranty. (11) Receipt by Lender Company to be true and complete and in full force and effect as of any fees due on the date of this Agreementthe Advance.

Initial Advance. Lender’s obligation to make In the case of the initial Warehousing Advance: 5.2.1. receipt by the Administrative Agent of each of the following: (i) copies of the articles or certificates of incorporation (or articles of organization, is subject to the satisfactionarticles of formation, in the sole discretion certificate of Lenderlimited partnership or similar documents), and all amendments thereto, of the following conditions precedent: 5.1 (a) Lender must receive the followingBorrower and each Guarantor, all of which must be satisfactory in form accompanied by certificates that such copies are correct and content to Lendercomplete, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrower. (2) Borrower’s articles of organization or formation, together with all amendments, as certified one issued by the Secretary of State of Marylandthe state of incorporation or formation of the Borrower or each Guarantor, Borrower’s as applicable, dated a current date, and one executed by an authorized representative acceptable to the Administrative Agent, dated the Closing Date. (ii) copies of the bylaws (or regulations, operating agreement, together with all amendmentspartnership agreement, certified by the manager of Borroweror similar documents), and all amendments thereto, of the Borrower and each Guarantor, accompanied by certificates that such copies are correct and complete of an authorized representative acceptable to the Administrative Agent, dated the Closing Date. (iii) certificates of good standing the appropriate Tribunals of each jurisdiction in which the Borrower or any Guarantor has an executive office or principal place of business, the Borrower or any Guarantor was formed or in which any Collateral is located (if the Borrower or any Guarantor is required to qualify to do business in such state), each dated within 60 days of a current date, to the date of this Agreementeffect that the Borrower or such Guarantor, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower as applicable, is in good standing with respect to the Franchise Tax Board or such state tax authoritypayment of franchise and/or other Taxes and, if applicablerequired by Law, are duly qualified to transact business in such jurisdictions. (3iv) A resolution, consent or approval certificates of incumbencies and signatures of all officers of the members Borrower and each Guarantor who will be authorized to execute or attest any of the Loan Documents on behalf of the Borrower authorizing or such Guarantor, as applicable, executed by the executionan authorized representative acceptable to the Administrative Agent, delivery and performance of this Agreement and dated the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under this AgreementClosing Date. (4v) A certificate copies of resolutions approving the Loan Documents and authorizing the transactions contemplated therein, duly adopted by the authorized body of the Borrower and each Guarantor, as applicable accompanied by certificates of an authorized representative acceptable to the incumbency Administrative Agent that such copies are true and authenticity correct copies of resolutions duly adopted at the meeting of, or by the unanimous written consent of, the authorized body of the signatures Borrower, or such Guarantor, as applicable, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or revoked in any respect, and are in full force and effect as of the managers Closing Date. 5.2.2. receipt by the Administrative Agent of the duly executed Note for each Lender in the amount at least equal to its Total Commitment, dated the Closing Date. 5.2.3. receipt by the Administrative Agent of the documents described in Section 4.1.1, each duly executed and delivered by the appropriate Person. 5.2.4. receipt by the Administrative Agent of such title opinions or title data as the Administrative Agent may reasonably request, in form and substance and from attorneys or other Persons reasonably acceptable to the Administrative Agent, covering and confirming title in such portions of the Collateral as the Administrative Agent may specify and such other documentation and information reasonably required by the Administrative Agent to satisfy the Administrative Agent of the status of the title of the Collateral. 5.2.5. receipt by the Administrative Agent of satisfactory evidence that prior Liens, if any, on the Collateral (other than Permitted Liens) are being released or assigned to the Administrative Agent concurrently with the Closing. 5.2.6. receipt by the Administrative Agent of the opinions of counsel to the Borrower executing this Agreement and each Guarantor in form and substance satisfactory to the Administrative Agent and its counsel. The Borrower and each Guarantor requests such counsel to deliver its opinions to the Administrative Agent and the other Loan DocumentsLenders. (5) Assumed Name Certificates dated within 30 days 5.2.7. receipt by the Administrative Agent of the date results of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public UCC 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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together the State of Texas from a source acceptable to the Administrative Agent reflecting no Liens against any of the intended Collateral other than Permitted Liens or Liens being released or assigned to the Administrative Agent concurrently with all amendments, certified the Closing. 5.2.8. receipt by the Secretary Administrative Agent of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification insurance from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with insurance companies insuring the Franchise Tax Board or such state tax authorityBorrower and the Guarantors, if applicableconfirming insurance for the Borrower and the Guarantors meeting the standards of Section 7.4.1. (10) A resolution, consent or approval of certified 5.2.9. receipt by the Secretary Administrative Agent of Guarantor authorizing such additional information and documentation as the execution, delivery Administrative Agent or any Lender may reasonably require relating to the Loan Documents (and performance of amendments thereto) and the Guarantytransactions contemplated hereby and thereby. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. As conditions precedent to Lender’s obligation to make the initial Warehousing Initial Advance, is subject the Borrower shall deliver or cause to the satisfaction, in the sole discretion be delivered to Lender: 4.1.1. An executed copy of Lender, this Agreement; 4.1.2. An executed copy of the following conditions precedent:Note; 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) 4.1.3. The Warehousing Note and this Agreement duly executed by Borrower. (2) Borrower’s articles of organization or formationSecurity Agreement, together with any and all amendmentsfinancing statements as shall be required by Lender and which shall be filed in such offices as is necessary to perfect Lender’s first priority, as perfected security interest in all the Collateral; 4.1.4. An executed copy of the Guaranty and STEN Security Agreement; 4.1.5. An executed copy of the Warrant; 4.1.6. A certificate of the Secretary of the Borrower which shall certify (i) the names of the officers of the Borrower authorized to sign the Documents and the other documents, instruments or certificates to be delivered pursuant to the Documents by the Borrower or any of the Borrower's officers, together with the true signatures of such officers, (ii) a copy of the articles of incorporation of the Borrower certified by the Secretary of State of Marylandthe State of Utah, Borrower’s operating agreement, together with all amendments, certified by (iii) a copy of the manager bylaws of the Borrower, and certificates of good standing dated within 60 days (iv) a copy of the date resolutions of this Agreementthe Borrower's Board of Directors evidencing approval of the Documents, together with and (v) a certification from the Franchise Tax Board certified copies of all documents evidencing other necessary corporate or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authorityaction and governmental approvals, if applicable. (3) A resolutionany, consent or approval of all of the members of Borrower authorizing the execution, delivery and performance of with respect to this Agreement and the other Loan Documents. 4.1.7. A certificate of the Secretary of STEN which shall certify (i) the names of the officers of STEN authorized to sign this Agreement, each Warehousing Advance Request the Guaranty, the Warrant and all the other agreementsdocuments, instruments or documents certificates to be delivered by Borrower under this Agreement. (4) A certificate as pursuant to the incumbency and authenticity Documents by STEN or any of the signatures of the managers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (7) Copies of BorrowerSTEN’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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formationofficers, together with all amendmentsthe true signatures of such officers, as (ii) a copy of the articles of incorporation of STEN certified by the Secretary of State of Delawarethe State of Minnesota, Guarantor(iii) a copy of the bylaws of STEN, (iv) a copy of the resolutions of STEN’s operating agreement, together with all amendments, certified by Board of Directors evidencing approval of the Secretary of GuarantorGuaranty and Warrant, and certificates (v) a certified copies of good standing dated within 60 days of the date of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement, together with a certification from the Franchise Tax Board or Warrant and the other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicableDocuments. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. Lender’s obligation The Lenders shall not be required to make the initial Warehousing Advance, is subject --------------- Advance hereunder unless the Borrower has furnished to the satisfaction, in Administrative Agent with sufficient copies for the sole discretion of Lender, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretionLenders: (1i) The Warehousing Note and this Agreement duly executed by Borrower. (2) Borrower’s Copies of the articles of organization or formationincorporation of the Borrower, together with all amendments, as and a certificate of good standing, each certified by the Secretary appropriate governmental officer in its jurisdiction of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicableincorporation. (3ii) A resolution, consent or approval of all of the members 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 managers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendmentsCopies, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days or Assistant Secretary of the date Borrower, of this Agreementits Code of Regulations and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized 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 general counsel addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with a certification from such other related money transfer authorizations as the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicableAdministrative Agent may have reasonably requested. (10viii) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance Evidence of the Guarantytermination of the Long-Term Revolving Credit Agreement, dated as of December 30, 1998, as amended, by and among the Borrower, the banks party thereto, and Bank One, NA as administrative agent thereunder, the termination of the Short-Term Revolving Credit Agreement, dated as of December 30, 1998, as amended, by and among the Borrower, the banks party thereto, and Bank One, NA, as administrative agent thereunder and, in each case, evidence of the repayment in full of all Debt and other obligations thereunder. (11ix) Receipt by Such other documents as any Lender of any fees due on the date of this Agreementor its counsel may have reasonably requested.

Initial Advance. Lender’s The obligation of the Lender to make the initial Warehousing Advance, 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: 5.1 (a) The Lender must receive shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion: (1) The Warehousing Note Notes and this Agreement duly executed by Borrowerthe Borrowers. (2) Borrower’s The Borrowers' articles of organization or formation, together with all amendments, incorporation as certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, Delaware and a copy of the Borrowers' bylaws certified by the manager corporate secretary of Borrowerthe Borrowers, or a Certificate of the Borrowers stating that there has been no change in either the articles of incorporation or bylaws since those most recently delivered in connection with the Existing Warehousing Agreement or the Existing Term Agreement, and certificates of good standing dated within 60 no less recently than ninety (90) days prior to the date of this Agreement. (3) Resolutions of the board of directors of the Borrowers, certified as of the date of this AgreementAgreement by their corporate secretary, 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 members 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 the Borrowers pursuant to this Agreement.. Washington/Hunt▇▇▇:▇/▇3/96 41 (4) A certificate of the Borrowers' corporate secretary as to the incumbency and authenticity of the signatures of the managers officers of Borrower the Borrowers executing this Agreement and the other Loan DocumentsDocuments and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender). (5) Assumed Name Certificates Financial statements of Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet as of December 31, 1995, 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. (6) Financial statements of Washington and its Subsidiaries, on a consolidated basis, containing a balance sheet as of March 31, 1996, 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 Washington's most recent audited financial statements. (7) A favorable written opinion of counsel to the Borrowers, dated within 30 days as of the date of this Agreement for any assumed name used by Borrower substantially in the conduct form of its businessExhibit H attached hereto, addressed to the Lender. (6) 8) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records in the States of California, Delaware, New Jersey and Virginia for Borrower that do the Borrowers, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted under this hereunder. (9) An executed copy of the Berkshire Master Agreement. (710) Executed copies of the Berkshire Master Notes. (11) An executed copy of the FNMA Special Pool Purchase Contract related thereto. Washington/Hunt▇▇▇:▇/▇3/96 42 (12) An executed original of a bailee agreement with respect to the Berkshire Master Notes among Washington, the Lender and FNMA, in form and substance satisfaction to the Lender. (13) Copies of Borrower’s the certificates, documents or other written instruments which evidence the Borrowers' eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Lender. (14) Copies of the Borrowers' errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Lender, showing compliance by Borrower the Borrowers as of the date of this Agreement with the related provisions of Section 7.96.8 hereof. (8) The Guaranty duly executed 15) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Guarantorthe Lender. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (1116) Receipt by the Lender of any fees due on the date hereof, including, but not limited to, Commitment Fees and document production fees. (17) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of a fully executed Funding Bank Agreement. (b) All directors, officers and shareholders of the Borrowers, all Affiliates of the Borrowers or of any Subsidiary of the Borrowers, to whom or to any of whom the Borrowers shall be indebted as of the date of this Agreement, which indebtedness has a term of more than one (1) year or is in excess of Five Hundred Thousand Dollars ($500,000) shall have subordinated such indebtedness to the Obligations, by executing a Subordination of Debt Agreement, in the form of Exhibit F hereto; and the Lender shall have received an executed copy of any such Subordination of Debt Agreement, certified by the corporate secretary of the Borrowers to be true and complete and in full force and effect as of the date of the Advance.

Initial Advance. Lender’s The obligation of the Bank to make the --------------- initial Warehousing Advance, Advance is subject to the satisfaction, in the sole discretion of Lenderthe Bank, on or before the date thereof of the following conditions precedent: 5.1 (a) Lender must receive The Bank shall have received the following, all of which must be satisfactory in form and content to Lenderthe Bank, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrower.the Company; (2) Borrower’s The Guaranty, in the form attached hereto as Exhibit B, duly executed --------- by each of the Guarantors; (3) Certified copies of the Company's articles of organization or formation, together with all amendments, as certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrowerincorporation and bylaws, and certificates of good standing dated within 60 days no less recently than three (3) months prior to the date of the initial Advance; (4) A written opinion of counsel to the Company and each of the Guarantors (or of separate counsel at the option of the Company and the Guarantors) in form and content satisfactory to the Bank, dated as of, or prior to, the date of the initial Advance, addressed to the Bank, substantially in the form attached hereto as Exhibit I. --------- (5) An original resolution of the board of directors of the Company, certified as of the date of this Agreementthe initial Advance by its corporate secretary, 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 members of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan DocumentsNote, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under the Company pursuant to this Agreement.; (46) A certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the managers officers of Borrower the Company executing this Agreement and the Note and each Advance Request and all other Loan Documents. instrument or document to be delivered pursuant hereto (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in Bank being entitled to rely thereon until a new such certificate has been furnished to the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement.Bank); (7) Original independently audited financial statements of the Company (and its Subsidiaries, on a consolidated basis) for the most recent fiscal year end containing a balance sheet and related statements of income and retained earnings (the "Statement Date") and changes in financial position for the period entered on the Statement Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and acceptable to the Bank; (8) Financial statements of each of the Guarantors, signed by them, dated no less recently than three (3) months prior to the date of the initial Advance; (9) Copies of Borrower’s the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Bank; (10) Copies of the Company's errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Bank, showing compliance by Borrower the Company as of the date of this Agreement the initial Advance with the related provisions of Section 7.9.6.8 hereof; and (8) The Guaranty duly executed by Guarantor. (9b) Guarantor’s articles At the sole discretion of organization the Bank, the Bank may require any director, officer or formationshareholder of the Company, together with all amendments, as certified by Affiliates of the Secretary Company or of State any Subsidiary of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of GuarantorCompany, and certificates each of good standing dated within 60 days the Guarantors, to whom or to any of whom the Company shall be indebted as of the date of this Agreement, together with to execute a certification from Subordination of Debt Agreement, in the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with form of Exhibit F hereto; and --------- the Franchise Tax Board or such state tax authorityBank shall have received an executed copy of said Subordination of Debt Agreement, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance corporate secretary of the Guaranty. (11) Receipt by Lender Company to be true and complete and in full force and effect as of any fees due on the date of this Agreementthe Advance.

Initial Advance. Lender’s obligation The Lenders shall not be required to make the initial Warehousing Advance, is subject Advance hereunder unless the Borrower has made payment to the satisfaction, in Administrative Agent for the sole discretion of Lender, account of the following conditions precedent: 5.1 (a) Lender must receive Lenders in immediately available funds the following, all of which must be satisfactory in form upfront fees payable under Section 2.4 and content the Borrower has furnished to Lender, in its sole discretionthe Administrative Agent with sufficient copies for the Lenders: (1i) The Warehousing Note and this Agreement duly executed by Copies of the restated articles or certificate of incorporation of the Borrower. (2) Borrower’s articles of organization or formation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA Patriot Act. (ii) Copies, certified by the Secretary or Assistant Secretary of State the Borrower, of Marylandits by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, Borrower’s operating agreement, together with all amendments, certified executed by the manager Secretary or Assistant Secretary of the Borrower, which shall identify by name and certificates title and bear the signatures of good standing dated within 60 days the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that on the date of this Agreement, together with a certification from the Franchise Tax Board initial Advance no Default or other state tax authority stating that Borrower Unmatured Default has occurred and is in good standing with the Franchise Tax Board or such state tax authority, if applicablecontinuing. (3v) A resolution, consent or approval of all written opinion of the members Borrower’s counsel, addressed to the Lenders in substantially the form of Borrower authorizing Exhibit A. (vi) Any Note requested by a Lender pursuant to Section 2.10 payable to the execution, delivery and performance order of this Agreement and such requesting Lender. (vii) Evidence satisfactory to the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments Administrative Agent of any required governmental approvals or documents to be delivered by Borrower under consents regarding this Agreement. (4viii) A certificate Such other documents as to the incumbency and authenticity of the signatures of the managers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreementits counsel may have reasonably requested. (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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. Lender’s The obligation of the Lender to make the initial Warehousing Advance, --------------- Advance under this Agreement is subject to the satisfaction, in the sole reasonable discretion of the Lender, on or before the date thereof, of the following conditions precedent: 5.1 (a) The Lender must receive shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole reasonable discretion: (1) The Warehousing Note and this Agreement Loan Documents dated as of the date hereof duly executed by Borrower.the Company and the Guaranty dated as of even date herewith executed by the Guarantor; (2) Borrower’s Certified copies of the Company's articles of organization or formation, together with all amendments, as certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, incorporation and bylaws and certificates of good standing dated within 60 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 AgreementAgreement by its corporate secretary, 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 members 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 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 managers officers of Borrower the Company executing this Agreement and the other Loan Documents.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) Assumed Name Certificates Financial statements of NAB (and 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 independent certified public accountants of recognized standing acceptable to the Lender; (6) Certified copies of NAB's articles of incorporation and bylaws and certificates of good standing dated within 30 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 of NAB, certified as of the date of this Agreement for any assumed name used by Borrower its corporate secretary, authorizing the execution, delivery and performance of the Guaranty and all other instruments or documents to be delivered by NAB pursuant to this Agreement; (8) A certificate (in the conduct form of its business.Exhibit "I") of NAB's ----------- corporate secretary as to the resolution of the board of directors of NAB authorizing the execution, delivery and performance of the Guaranty and the incumbency and authenticity of the signatures of the officers of NAB executing the Guaranty and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender); (610) Uniform Commercial CodeA tax, tax lien and judgment searches search of the appropriate public records for Borrower that do the Company and NAB, including a search of Uniform Commercial Code financing statements, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted under this Agreement.hereunder; (711) Copies Certificates of Borrower’s insurance of the Company's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates all in lieu of policiesform and content satisfactory to the Lender, showing compliance by Borrower the Company as of the date of this Agreement with the related provisions of Section 7.9.6.8 hereof and showing Lender as a joint loss payee or containing an endorsement with a direct loss-payee feature on such policies; (8) The Guaranty duly executed 12) Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by Guarantor.the Lender; (913) Guarantor’s articles of organization or formation, together with all amendments, as certified by Evidence that the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by Funding Account has been established and pledged to the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable.Lender; (1014) A resolution, consent or approval of certified by Evidence that the Secretary of Guarantor authorizing purchase and sale between the execution, delivery Company and performance of the GuarantyPacific Southwest Bank covering certain Eligible Construction Loans has been consummated. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. The effectiveness of this Agreement, including Lender’s 's obligation to make the initial Warehousing Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: 5.1 (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 by Borrower. (2) Borrower’s ABMSI's articles or certificate of organization or formationincorporation, together with all amendments, as certified by the Secretary of State of MarylandNew Jersey, Borrower’s operating agreementABMSI's bylaws, together with all amendments, certified by the manager corporate secretary or assistant secretary of BorrowerABMSI, or a certificate of ABMSI stating that there has been no change in either ABMSI'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 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 ABMSI is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all resolution of the members board of Borrower directors of ABMSI 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 ABMSI under this Agreement. (4) A certificate as to the incumbency and authenticity of the signatures of the managers officers of Borrower ABMSI executing this Agreement and the other Loan Documents, and of the officers and employees of ABMSI 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 ABMSI in the conduct of its business. (6) HACI's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Pennsylvania, HACI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of HACI, or a certificate of HACI stating that there has been no change in either HACI's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, 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 ABMSI is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (7) A resolution of the board of directors of HACI 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 HACI under this Agreement. (8) A certificate as to the incumbency and authenticity of the signatures of the officers of HACI executing this Agreement and the other Loan Documents, and of the officers and employees of HACI 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). (9) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by HACI in the conduct of its business. (10) ABCI's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Pennsylvania, ABCI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of ABCI, or a certificate of ABCI stating that there has been no change in either ABCI's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, 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 ABMSI is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (11) A resolution of the board of directors of ABCI 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 ABCI under this Agreement. (12) A certificate as to the incumbency and authenticity of the signatures of the officers of ABCI executing this Agreement and the other Loan Documents, and of the officers and employees of ABCI 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). (13) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by ABCI in the conduct of its business. (14) A favorable written opinion of counsel to Borrower and the Guarantor (or of separate counsel at the option of Borrower and the Guarantor), addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request, including the subordination of Borrower's and Guarantor's debt securities offerings. (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 Lender or as permitted under this Agreement. (716) Copies of each Borrower’s 's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the provisions of Section 7.9. (8) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (1117) Receipt by Lender of any fees due on the date of this Agreement. (18) One or more agreements among Borrower, Lender and ▇▇▇▇▇▇ Mae in which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account, each in form and substance satisfactory to Lender. (b) If Borrower is indebted to any of its directors, officers, shareholders or Affiliates, or to the Guarantor, as of the date of this Agreement, which indebtedness has a term of more than 1 year or is in excess of $25,000, the Person to whom Borrower is indebted must, if such indebtedness is not already subordinated to the Obligations by its terms have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary or assistant secretary of Borrower to be true and complete and in full force and effect as of the date of the Warehousing Advance.

Initial Advance. Lender’s obligation At or prior to make the time of the initial Warehousing AdvanceBorrowing under the Revolving Credit or the issuance of the initial Letter of Credit, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedentprecedent shall also have been satisfied: 5.1 (a) Lender must receive The Administrative Agent shall have received the following, all following for the account of which must the Lenders (each to be satisfactory in properly executed and completed) and the same shall have been approved as to form and content to Lender, in its sole discretionsubstance by the Lenders: (1i) The Warehousing Note and this Agreement duly executed by Borrower.Agreement; (2ii) Borrower’s articles of organization the Notes; (iii) copies (executed or formation, together with all amendments, certified as certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within 60 days may be appropriate) for each Lender of the date Articles of this Agreement, together with a certification from Incorporation and By-laws of the Franchise Tax Board Company and each Guarantor and of all legal documents or other state tax authority stating that Borrower is proceedings taken in good standing connection with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all execution and delivery of the members 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 Documents to the incumbency and authenticity extent the Administrative Agent or its counsel may reasonably request, including, without limitation, resolutions of the signatures Board of the managers Directors of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or each such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor corporation authorizing the execution, delivery and performance of the GuarantyLoan Documents to be executed by it and certificates as to the incumbency and authority of, and setting forth a specimen signature of, each officer who is to sign any Loan Document and request extensions of credit hereunder; and (iv) the Administrative Agent shall have received evidence that the Company shall have received a ▇▇▇▇▇'▇ Rating of Baa3 or higher or an S&P Rating of BBB- or higher. (11b) Receipt by Lender The Administrative Agent shall have received good standing certificates for the Company and each Guarantor from the office of any fees due on the Secretary of the State in the state of its incorporation dated as of a date no later than 30 days prior to the date hereof; (c) The Administrative Agent shall have received for the account of this Agreementitself and the Lead Arrangers, Book Managers, and Syndication Agents and Documentation Agent the fees referred to in Sections 4.3 and 4.4 hereof; (d) The Administrative Agent and the Lenders shall have received such information and agreements relating to the Company's purchase of the Acquired Assets as they may reasonably request, including, without limitation, copies of all indemnity agreements being entered into in favor of the Company and relating to the Seller's and/or British Nuclear Fuels PLC's indemnification of the Company and its Subsidiaries for environmental, pension and nuclear fuel related liabilities, and the same shall be in form and substance satisfactory to the Administrative Agent; (e) The Administrative Agent have received pro forma financial projections for the next five years satisfactory in form and substance to the Administrative Agent; (f) The Prior Credit Agreement shall have been terminated and all amounts payable thereunder shall be paid in full or otherwise provided for on or prior to the date hereof; and (g) The Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Administrative Agent or the Required Lenders make reasonably request.

Initial Advance. Lender’s obligation At or prior to make the making of the initial Warehousing Advanceextension of credit hereunder, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedentprecedent shall also have been satisfied: 5.1 (a) Lender must receive the following, all of which must Bank shall have received the following (each to be satisfactory in properly executed and completed) and the same shall have been approved as to form and content to Lender, in its sole discretionsubstance by the Bank: (1i) The Warehousing Note and this Agreement duly executed by Borrower.the Notes; (2ii) Borrower’s articles of organization or formation, together with all amendments, as certified by an additional Lockbox Agreement for the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated Company which may be provided within 60 five (5) days of the date of this Agreementhereof; (iii) the Collateral Documents, together with a certification from any financing statements requested by the Franchise Tax Board Bank in connection therewith and together with stock certificates and stock powers endorsed in blank for the Company and Acquisition Corp.; (iv) copies (executed or other state tax authority stating that Borrower is certified, as may be appropriate) of all legal documents or proceedings taken in good standing connection with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all execution and delivery of the members Bread Shop Acquisition and in connection with this Agreement and the other Loan Documents to the extent the Bank or its counsel may reasonably request, including, without limitation, the resolutions adopted by their respective boards of Borrower authorizing directors and/or shareholders to authorize the execution, delivery and performance of this Agreement and the other Loan Documents, in each Warehousing Advance Request and all case certified by their respective Secretaries or other agreements, instruments or documents to be delivered by Borrower under this Agreement.authorized officers thereof; (4v) A an incumbency certificate as to containing the incumbency name, title and authenticity genuine signatures of each of the signatures Borrower's Authorized Representatives; (vi) copies of the managers Bylaws of Borrower executing this Agreement and each of the Borrowers certified by their respective Secretaries or other Loan Documents.authorized officers thereof; (5vii) Assumed Name Certificates dated within 30 days a certificate from the President or chief financial officer of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. Parent (6A) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower certifying 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 the making of the initial extension of credit hereunder, the Parent has a consolidated Tangible Net Worth of at least $8,750,000 and (B) attaching copies of the unaudited interim balance sheet of the Parent as at August 31, 1996, and the unaudited interim balance sheet and income statement of the Company as at August 31, 1996; and (viii) evidence of insurance required by Section 8.4 hereof together with the provisions lender loss payable endorsements and other items referenced therein; provided that evidence of Section 7.9. insurance for the Company with appropriate endorsements may be provided within ten (8) The Guaranty duly executed by Guarantor. (910) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable.hereof; (10b) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing Bank shall have received the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any initial fees due on the date of this Agreement.called for hereby;

Initial Advance. Lender’s obligation The Bank shall not be obligated to make the initial Warehousing AdvanceAdvance until it shall have received the following, is subject each dated the Effective Date unless otherwise indicated and each of which shall be in form and substance satisfactory to the satisfaction, in the sole discretion of Lender, of the following conditions precedentBank: 5.1 (a) Lender must receive the followingNote, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrower.the Company; (2b) Borrower’s articles of organization or formationthe Pledge and Security Agreement, together with all amendments, as certified duly executed by the Secretary of State of MarylandCompany; (c) the Guaranty, Borrower’s operating agreement, together with all amendments, certified duly executed by the manager of Borrower, and certificates of good standing dated within 60 days Guarantor; (d) the original executed copy of the date NationsBanc Note and an agreement substantially in the form of this AgreementExhibit 11.01(d) hereto, together with a certification from duly executed by 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.Company and NationsBanc; (3e) A resolution, consent or approval of all a copy of the members resolutions of Borrower the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement each Transaction Document to which it is a party 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 managers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendmentsmatters contemplated hereby, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days or an Assistant Secretary of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable.Company; (10f) A resolution, consent or approval a copy of certified by the Secretary resolutions of the Board of Directors of the Guarantor authorizing the execution, delivery and performance of each Transaction Document to which it is a party and other matters contemplated hereby, certified by the Guaranty.Secretary or an Assistant Secretary of the Guarantor; (11g) Receipt a certificate signed by Lender the Secretary or an Assistant Secretary of the Company as to the incumbency and signature of the person or persons authorized to execute and deliver this Agreement and the other Transaction Documents to which it is a party and any fees due on other instrument or agreement hereunder and under any Transaction Document; (h) a certificate signed by the date Secretary or an Assistant Secretary of this Agreementthe Guarantor as to the incumbency and signature of the person or persons authorized to execute and deliver the Guaranty and any other Transaction Documents to which it is a party and any other instrument or agreement hereunder and under any Transaction Document; (i) a completed Borrowing Base Certificate as of the last day of the month preceding the initial request for a credit extension hereunder; (j) copies of the insurance policies required to be maintained under Section 10.05; -29- (k) a favorable written opinion of counsel to the Company and the Guarantor satisfactory to the Bank, addressed to the Bank, as to the matters and to the effect set forth in Exhibit 11.01(k) hereto; and (l) such other documents, certificates and opinions as the Bank may reasonably require.

Initial Advance. Lender’s obligation The Lenders shall not be required to make the initial Warehousing Advance, is subject Advance hereunder and the Agent shall not issue any Letters of Credit unless the Borrowers have furnished to the satisfactionAgent, in with sufficient copies for the sole discretion of Lender, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretionLenders: (1i) The Warehousing Note and this Agreement duly executed by Borrower. (2) Borrower’s articles A certificate of organization or formation, together with all amendments, as certified by good standing from the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager Delaware and certificate of Borrower, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification existence 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 members 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 managers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together Alabama with all amendmentsrespect to PLC 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 Guarantorthe Borrowers, and of their certificates of good standing dated within 60 days of the date of this Agreementincorporation, together with a certification from the Franchise Tax all amendments thereto, and by-laws and Board or of Directors’ resolutions (and resolutions of other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authoritybodies, if applicableany are deemed necessary by counsel for any Lender) authorizing the execution of the Credit Documents. (10iii) A resolutionAn incumbency certificate, consent or approval of certified executed by the Secretary of Guarantor authorizing the execution, delivery and performance or any Assistant Secretary of the GuarantyBorrowers, which shall identify by name and title and bear the signature of the officers of the Borrowers 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 Borrowers of any change. (11iv) Receipt A certificate, signed by Lender the Chief Financial Officer or the Chief Accounting Officer of any fees due the Borrowers, stating that on the date initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of this Agreementthe Borrowers’ counsel, addressed to the Lenders in form and substance satisfactory to the Agent. (vi) Revolving Credit Notes payable to the order of each of the Lenders and the Swingline Note. (vii) Written money transfer instructions, in a form required by the Agent, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) A duly completed compliance certificate as of March 31, 2004, in substantially the form of Exhibit 3.1(viii) hereto. (ix) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Advance. Lender’s obligation The Lenders shall not be required to make the initial Warehousing Advance, is subject Advance hereunder unless the Borrower has furnished to the satisfaction, in Agent with sufficient copies for the sole discretion of Lender, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretionLenders: (1i) The Warehousing Note and this Agreement duly executed by Borrower. (2) Borrower’s Copies of the articles of organization or formationincorporation of the Borrower, together with all amendments, as and a certificate of existence, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of State the Borrower, of Marylandits 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 by the Secretary or Assistant Secretary of the Borrower’s operating agreement, 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 manager appropriate governmental officer in its jurisdiction of Borrower, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicableincorporation. (3v) A resolutionCopies, consent certified by the Secretary or approval Assistant Secretary of all 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 members of Borrower authorizing the execution, delivery and performance of this Pledge Agreement and the other Loan Documents, each Warehousing Advance Request and all other any agreements, instruments instruments, or documents executed by NTC necessary to be delivered by Borrower under this effect the purposes of the Pledge Agreement. (4vi) A certificate as to An incumbency certificate, executed by the incumbency Secretary or Assistant Secretary of NTC, which shall identify by name and authenticity title and bear the signature of the signatures officers of NTC authorized to sign the managers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Pledge Agreement. (7vii) 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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formationincorporation of NCN, together with all amendments, as and a certificate of existence, both certified by the Secretary appropriate governmental officer in its jurisdiction of State of Delaware, Guarantor’s operating agreement, together with all amendmentsincorporation. (viii) Copies, certified by the Secretary or Assistant Secretary of GuarantorNCN, 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 sign the 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 the Borrower, NTC, and certificates NCN, addressed to the Lenders in substantially the form of good standing dated within 60 days Exhibit "G" hereto. (xii) Notes payable to the order of each of the date of this Lenders. (xiii) The Security Agreement, together with a certification from all agreements, instruments, and documents necessary to effect the Franchise Tax Board 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 other state tax authority stating that Guarantor is in good standing with advisable to perfect the Franchise Tax Board or such state tax authority, if applicablesecurity interest created thereby. (10xiv) A resolutionThe Pledge Agreement, consent or approval of certified by together with (i) all stock certificates representing the Secretary of Guarantor authorizing Pledged Stock (as defined therein), (ii) stock powers duly executed in blank and (iii) duly executed UCC-1 financing statements describing the execution, delivery and performance security interest of the GuarantyAgent on behalf of the Lenders in the "Collateral" (as that term is defined in the Pledge Agreement) and acceptable for filing in the appropriate public offices in each jurisdiction which the Agent deems necessary or advisable to perfect the security interest created thereby. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. Lender’s obligation The Lenders shall not be required to make the initial Warehousing Advance, is subject Advance hereunder unless the Borrower has furnished to the satisfaction, in Administrative Agent with sufficient copies for the sole discretion of Lender, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretionLenders: (1i) The Warehousing Note and this Agreement duly executed by Borrower. (2) Borrower’s Copies of the articles of organization or formationincorporation of the Borrower, together with all amendments, as and a certificate of good standing, each certified by the Secretary appropriate governmental officer in its jurisdiction of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicableincorporation. (3ii) A resolution, consent or approval of all of the members 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 managers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendmentsCopies, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days or Assistant Secretary of the date Borrower, of this Agreementits Code of Regulations and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized 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 general counsel addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with a certification from such other related money transfer authorizations as the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicableAdministrative Agent may have reasonably requested. (10viii) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance Evidence of the Guarantytermination of the Revolving Credit Agreement, dated as of December 21, 2001 by and among DPL, the lenders party thereto, and Bank One, NA, as administrative agent thereunder, and evidence of the repayment in full of all Debt and other obligations thereunder. (11ix) Receipt by Such other documents as any Lender of any fees due on the date of this Agreementor its counsel may have reasonably requested.

Initial Advance. Lender’s The obligation of the Bank to make the initial Warehousing Advance, Advance is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedentcondition precedents: 5.1 (ai) Lender must receive the receipt on or before the day of such Advance all of the following, all of which must be satisfactory each dated (unless otherwise indicated) the date hereof, in form and content substance satisfactory to Lender, in its sole discretionthe Bank: (1) The Warehousing Note This Agreement and this Agreement the Revolving Credit Note, each duly executed by the Borrower. (2) Borrower’s articles A certificate of organization or formationgood standing for the Borrower and each Restricted Subsidiary which is a corporation, together with all amendmentsand a certificate of existence for each Restricted Subsidiary which is a partnership, as each certified by the Secretary appropriate governmental officer in its jurisdiction of State of Marylandincorporation or organization, Borrower’s operating agreement, together with all amendments, certified by as the manager of Borrower, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicablecase may be. (3) A resolution, consent Copies (x) certified by the Secretary or approval of all Assistant Secretary of the members Borrower and of Borrower each Restricted Subsidiary which is a corporation, respectively, of its articles of incorporation (together with all amendments thereto) and its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Bank) authorizing the executionexecution of the Loan Documents to which such entity is a party and (u) certified by the Secretary or Assistant Secretary of the general partner of each Restricted Subsidiary which is a partnership of its partnership agreement and any partnership certificate or other significant governing document, delivery and performance of this Agreement and any partnership actions authorizing the other execution of the Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents Documents to be delivered by Borrower under this Agreementwhich such entity is a party. (4) A certificate as to Incumbency certificates, executed by the incumbency and authenticity Secretary or Assistant Secretary of the signatures Borrower and of each Restricted Subsidiary, which shall identify by name and title and bear the signature of the managers officers of such entity authorized to sign the Loan Documents to which it is a party and (in the case of the Borrower) to make borrowings hereunder, upon which certificates the Bank shall be entitled to rely until informed of any change in writing by the Borrower executing this Agreement and or by a Restricted Subsidiary, as the other Loan Documentscase may be. (5) Assumed Name Certificates dated within 30 days A certificate, signed by a Senior Financial Officer of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial CodeBorrower, tax lien and judgment searches of the appropriate public records for Borrower stating that do not disclose the existence of any prior Lien on the Collateral other than in favor initial borrowing date no Event of Lender Default or as permitted under this Agreement. (7) Copies of Borrower’s errors Potential Default has occurred and omissions insurance policy or mortgage impairment insurance policyis continuing and demonstrating compliance, on and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement initial Borrowing Date, with the provisions of financial covenants set forth in paragraph (f) under the heading "COVENANTS" herein and with Section 7.9. (8) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days 6.20 of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this First Chicago Credit Agreement.

Initial Advance. Lender’s obligation Lenders shall not be required to make the initial Warehousing AdvanceAdvance hereunder, is subject and the LC Issuer shall not be required to issue the satisfactioninitial Facility Letter of Credit hereunder, in the sole discretion of Lender, of the following conditions precedent: 5.1 unless Borrower has paid to Administrative Agent (a) Lender must receive the followingfees for the account of Lenders set forth in Arranger's letter to Lenders dated December 22, all 2004 and (b) the fees for the account of which must be satisfactory Administrative Agent and Arranger set forth in form the letter agreement dated December 22, 2004 (and content accepted by Borrower on December 22, 2004) herewith among Administrative Agent, Arranger and Borrower, and Borrower has furnished to Lender, in its sole discretionAdministrative Agent: (1i) The Warehousing Note and Subject to the provisions of the last paragraph of this Agreement duly executed by Section 5.1, copies of the articles or certificate of incorporation of Borrower. (2) Borrower’s articles of organization or formation, together with all amendments, as and a certificate of good standing, all certified by the Secretary appropriate governmental officer in the jurisdiction of State incorporation, and any other information required by Section 326 of Marylandthe USA PATRIOT ACT or necessary for Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT ACT. (ii) Subject to the provisions of the last paragraph of this Section 5.1, Borrower’s operating agreementcopies of the articles or certificate of incorporation of each Guarantor that is a corporation, together with all amendments, certified by the manager an authorized officer of Borrower, such Guarantor and certificates a certificate 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 appropriate governmental officer in good standing with the Franchise Tax Board or such state tax authority, if applicablejurisdiction of incorporation. (3iii) A resolution, consent or approval of all Subject to the provisions of the members last paragraph of this Section 5.1, copies, certified by the Secretary or Assistant Secretary of Borrower and each Guarantor that is a corporation, of each such corporation's by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender), or, in the case of each Guarantor that is not a corporation, other appropriate consents and approvals, 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 execution of the signatures of the managers of Borrower executing this Agreement and the other Loan Documents. (5iv) Assumed Name Certificates dated within 30 days Subject to the provisions of the date last paragraph of this Agreement Section 5.1, for any assumed name used each Guarantor that is a limited liability company or limited partnership (A) a copy of the certificate or articles of formation or certificate of limited partnership (as applicable), certified by Borrower the appropriate officer of such Guarantor's manager, managing member or general partner, (B) a certificate of good standing from the appropriate governmental officer in the conduct jurisdiction of its businessformation and (C) a copy, certified by the appropriate officer of such Guarantor or of such Guarantor's manager, managing member or general partner, of such Guarantor's operating agreement or limited partnership, as applicable. (6v) Uniform Commercial Code, tax lien and judgment searches Subject to the provisions of the last paragraph of this Section 5.1, incumbency certificates, executed by the Secretary or Assistant Secretary of Borrower and each Guarantor (or, in the case of a Guarantor that is not a corporation, the appropriate public records officer of such Guarantor or of its manager, managing member or general partner), which shall identify by name and title and bear the signature of the officers of the such corporation (or other applicable entity) authorized to sign the applicable Loan Documents and (if applicable) to make borrowings hereunder and to request, apply for Borrower that do not disclose and execute Reimbursement Agreements with respect to Facility Letters of Credit hereunder, upon which certificates Administrative Agent, Lenders and the existence LC Issuer shall be entitled to rely until informed of any prior Lien on change in writing by Borrower or the Collateral other than in favor of Lender or as permitted under this Agreementapplicable Guarantor. (7vi) Copies A written opinion of General Counsel of Borrower’s errors , addressed to Administrative Agent and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates Lenders in lieu substantially the form of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9Exhibit E hereto. (8) vii) Notes payable to the order of each of Lenders. (viii) The Guaranty duly executed by Guarantorthe Guarantors. (9ix) Guarantor’s articles of organization or formationSuch written money transfer instructions, together with all amendmentsin form acceptable to Administrative Agent, addressed to Administrative Agent and signed by an Authorized Officer, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicableAdministrative Agent may have reasonably requested. (10x) A resolution, consent or approval Evidence satisfactory to Administrative Agent of certified by payment in full (which payment may be made from the Secretary of Guarantor authorizing the execution, delivery and performance proceeds of the Guarantyinitial Advance hereunder) of all principal sums outstanding under the Prior Credit Agreement, all accrued and unpaid interest and fees, and amounts (if any) payable under Section 3.4 of the Prior Credit Agreement. (11xi) Receipt by Such other documents as any Lender or LC Issuer or their respective counsel may have reasonably requested. In the case of any fees due on the date documents (other than good standing certificates and resolutions) provided for in subsections (i), (ii), (iii), (iv) and (v), Borrower may furnish, in lieu of this Agreementthe documentation specified in such subsections, a certificate or certificates of a secretary or assistant secretary or other applicable officer to the effect that the documents furnished pursuant to the Prior Credit Agreement remain in full force and effect and have not been amended or (if they have been amended) including copies of such amendments.

Initial Advance. Lender’s obligation The obligations of the Lenders to make fund their respective Funding Shares of the initial Warehousing Advance, is Advance under this Agreement are subject to the satisfaction, in the sole discretion of Lender, Company’s fulfillment of the following conditions precedent: 5.1 (a) Lender must 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 Lender, the Agent in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrower.all parties; (2) Borrowerthe Senior Credit Notes, each duly executed by the Company; (3) UCC financing statements for the Collateral covered by this Agreement, each duly authorized by the Company; (4) a current UCC search report of a UCC filings search in the offices of the Secretaries of State of the States of Delaware and Florida; (5) the Custody Agreement duly executed by the Company and JPMorgan as Custodian; (6) copies of the Company’s articles (i) certificate of organization or formation, together with all amendments, as incorporation certified by the Secretary of State of Marylandthe State of Delaware and (ii) bylaws and all amendments certified by such its corporate secretary or assistant secretary; (7) certificates of existence or authority and good standing for the Company issued by the Secretaries of State of Georgia, BorrowerDelaware, North Carolina and Florida; (8) original resolutions of the Company’s operating agreement, together with all amendmentsboard of directors, certified by the manager of Borrower, and certificates of good standing dated within 60 days as of the date of this Agreementthe initial Advance by the Company’s corporate secretary, 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 members of Borrower authorizing the execution, delivery and performance by the Company of this Agreement, the Senior Credit Notes, the Custody Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents Facilities Papers to be delivered by Borrower under the Company pursuant to this Agreement.; (49) A a certificate of the Company’s corporate secretary as to (i) the 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 Facilities Papers executed or to be executed by or on behalf of the Company and (ii) the authenticity of their signatures – and specimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it – (the signatures Agent and the Lenders shall be entitled to rely on that certificate until the Company has furnished a new certificate to the Agent, and certifying that attached to such certificate are true and correct copies of all amendments to the Company’s certificate of incorporation and by laws since their inception); (10) an Officer’s Certificate for the Company dated the date of the managers initial Advance and certifying truthfully that, after giving effect to that Advance, no Default or Event of Borrower executing Default will exist under this Agreement and that there has been no material adverse change since the other Loan Documents.Statement Date in any of the Central Elements relative to the Company; (511) Assumed Name Certificates dated within 30 days copies 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 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 an errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower providing such insurance coverage as is customary for members of the Company’s industry, all in form and content reasonably satisfactory to the Agent; (12) 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 the Agent and its legal counsel (a form containing opinions required to be included therein are set forth in Exhibit H); (13) payment to the Agent of the Facility Fee (for deposit in the Note Payment Account and Pro Rata distribution to the Lenders), the Custodian’s Fee and all other fees and expenses (including the disbursements and reasonable fees of the Agent’s and the Lenders’ attorneys, subject to the limitation specified in Section 12(a)) of the Agent and the Lenders accrued and billed for to the date of the Company’s execution and delivery of this Agreement; and (14) All directors and officers of the Company, all shareholders of the Company and all Affiliates of the Company or any of its Subsidiaries, to whom or which the Company shall be indebted either for borrowed money or for any other obligation of Fifty Thousand Dollars ($50,000) or more as of the date of this Agreement with the provisions of Section 7.9. (8) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formationexcluding salary, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board bonus or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or compensation obligations, shall have caused such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.Debt to be Qualified

Initial Advance. Lender’s obligation to make the initial Warehousing Advance, is subject On or prior to the satisfactionClosing Date, in Borrower shall have delivered to Agent the sole discretion of Lender, of the following conditions precedentfollowing: 5.1 (a) Lender must receive executed originals of the followingLoan Documents, Account Control Agreements, legal opinions of US, English and Dutch counsel, and all other documents and instruments reasonably required by Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of which must be satisfactory Agent with respect to all Collateral, in all cases in form and content substance reasonably acceptable to Lender, in its sole discretion:Agent; (1b) The Warehousing Note with respect to Alimera US, certified copy of resolutions of such Guarantor’s board of directors evidencing approval of (i) the Loan and this Agreement duly executed other transactions evidenced by Borrower.the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (2c) with respect to Borrower, a certificate of the secretary or a director of Borrower with respect to such Borrower’s certificate of incorporation, memorandum and articles of organization or formationassociation, together with all amendmentsregister of charges, specimen signatures and board minutes authorizing the execution and delivery of this Agreement, the Debenture and any other Loan Documents to which it is a party; (d) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Alimera US; (e) a certificate of good standing for Alimera US from its state of incorporation and similar certificates from all other jurisdictions in which it is qualified to do business; (f) a copy of (i) the partnership agreement, as amended, of AS C.V. and (ii) the Deed of Incorporation and Articles of Association of Alimera Sciences B.V.; (g) a certificate of the managers/members of Alimera Sciences (DE), LLC with respect to its Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of the Deed of Disclosed Pledge of Receivables and the other Loan Documents to which it is a party as general partner of AS C.V.; (h) Alimera Sciences (DE), LLC’s Operating Documents and a long form good standing certificate of Alimera Sciences (DE), LLC certified by the Secretary of State of Maryland, Borrower’s operating agreement, the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (i) the fully-executed Deed of Disclosed Pledge of Receivables (together with copies of all amendmentsnotices required to be sent under the Deed of Disclosed Pledge of Receivables executed by AS C.V. and Alimera Sciences B.V., certified duly acknowledged); (j) a payoff letter from Silicon Valley Bank; (k) evidence that (i) the Liens securing Indebtedness owed by each Consolidated Group Member to Silicon Valley Bank will be terminated and (ii) the manager of Borrowerdocuments and/or filings evidencing such Liens, including without limitation any financing statements, filings with the U.S. Patent and certificates of good standing dated within 60 days Trademark Office and the U.S. Copyright Office, intellectual property security agreements and control agreements, have or will, concurrently with the initial Advance, be terminated; (l) payment of the date Facility Charge and reimbursement of Agent’s and each Lender’s current expenses reimbursable pursuant to this Agreement, together with a certification which amounts may be deducted 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.initial Advance; and (3m) A resolution, consent or approval of all of the members of Borrower authorizing the execution, delivery and performance of this Agreement and the such other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under this Agreementas Agent may reasonably request. (4) A certificate as to the incumbency and authenticity of the signatures of the managers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. Lender’s obligation Lenders will not be obligated to make fund the initial Warehousing AdvanceLoans hereunder, is subject and L/C Issuer will not be obligated to issue the satisfactioninitial L/C hereunder, in the sole discretion of Lender, unless Administrative Agent has received each of the following conditions precedent: 5.1 items in clauses (a) Lender must receive through (j) and the followingconditions in clauses (k) and (l) have been satisfied (other than each item or condition, all of if any, listed on Schedule 6.1, which must items or conditions are hereby permitted to be satisfactory in form and content to Lenderdelivered or satisfied after the Closing Date, in its sole discretion: (1) The Warehousing Note and this Agreement duly but not later than the respective dates for delivery or satisfaction specified on Schedule 6.1): an executed by Borrower. (2) Borrower’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within 60 days of the date counterpart of this Agreement, together with sufficient in number for distribution to Administrative Agent, each Lender, and Borrower; With respect to any Lender requesting Notes pursuant to Section 3.1(a), each of the Notes, payable to the order of each applicable Lender, as contemplated in Section 3.1(a); a certification from Guaranty executed by each Restricted Company (other than Borrower, any Restricted Company that is a Qualifying Metro District, and any Subsidiary of any Restricted Subsidiary that is a Qualifying Metro District), or for any Restricted Company which has previously executed a Guaranty, at Administrative Agent's election, a consent or ratification by such Restricted Company of its existing Guaranty; a Pledge Agreement (or at Administrative Agent's election, a ratification agreement) executed by the Franchise Tax Board holder of the capital stock or other equity interests of each Restricted Company, pledging that capital stock or those interests, and a Pledge Agreement (or at Administrative Agent's election, a ratification agreement) executed by Borrower in respect of its interest in SSI; an Officers' Certificate for each Restricted Company, relating to articles of incorporation or organization, bylaws, regulations, or operating agreements, resolutions, and incumbency; Certificates of Existence and Good Standing (Account Status) for each Restricted Company from its state tax authority stating that of organization and each other state where it does business, each dated after May 1, 2003; Legal opinions of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, General Counsel of VRI, and ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special New York counsel to Borrower is and the other Restricted Subsidiaries, each in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all form and substance satisfactory to Administrative Agent; one of the members of Borrower authorizing foregoing opinions shall include opinions confirming that (i) the execution, delivery and performance of Debt incurred under this Agreement and the other related Loan DocumentsPapers (A) has been incurred or entered into in compliance with the requirements of the Senior Subordinated Debt Indentures, each Warehousing Advance Request and (B) constitutes "Senior Debt" under the terms of the Senior Subordinated Debt Indentures, and (ii) this Agreement constitutes the "Credit Agreement" as such term is defined in the Senior Subordinated Debt Indentures. Borrower's audited consolidated and supplemental condensed consolidating Financial Statements for 2002, and unaudited consolidated and supplemental condensed consolidating Financial Statements for fiscal quarters ending October 31, 2002 and January 31, 2003; a certificate signed by a Responsible Officer certifying (i) that the conditions specified in Sections 6.2(c) and (d) have been satisfied, and (ii) that there has been no event or circumstance since July 31, 2002 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; evidence that all other agreements, instruments or documents insurance required to be delivered by Borrower under this Agreement. (4) A certificate as maintained pursuant to the incumbency Loan Papers has been obtained and authenticity is in effect; payment of all fees payable on or prior to the signatures Closing Date to Administrative Agent, any other Agent-Related Person, or any Lender as provided for in Section 4; and unless waived by Administrative Agent, payment in full of all Attorney Costs of Administrative Agent to the managers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any extent invoiced prior Lien to or on the Collateral other than in favor Closing Date, plus such additional amounts of Lender Attorney Costs as shall constitute Administrative Agent's reasonable estimate of Attorney Costs incurred or as permitted under this Agreementto be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). (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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. Lender’s obligation The Bank shall not be required to make the initial Warehousing Advance, is subject Advance hereunder unless the Borrower has finished to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretionBank: (1i) The Warehousing Note and this Agreement duly executed by Borrower. (2) Borrower’s Copies of the articles of organization or formationincorporation of the Borrower, together with all amendments, as and a certificate of good standing, both certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendmentsan Authorized Officer. (ii) Copies, certified by the manager Clerk or Assistant Clerk of the Borrower, of its by-laws and certificates of good standing dated within 60 days its Board of Directors' resolutions authorizing the execution of the date of this Agreement, together with Loan Documents to which it is 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 applicableparty. (3iii) A resolutionAn incumbency certificate, consent executed by the Clerk or approval of all Assistant Clerk of the members Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorizing authorized to sign the executionLoan Documents and to make borrowings hereunder, delivery and performance upon which certificate the Bank shall be entitled to rely until informed of this Agreement and any change in writing by the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under this AgreementBorrower. (4iv) A certificate as to certificate, signed by the incumbency and authenticity chief financial officer of the signatures of Borrower, stating that on the managers of Borrower executing this Agreement initial Borrowing Date no Default or Unmatured Default has occurred and the other Loan Documentsis continuing. (5v) Assumed Name Certificates dated within 30 days A written opinion of the date General Counsel of this Agreement for any assumed name used by Borrower the Borrower, addressed to the Bank in substantially the conduct form of its businessExhibit "B-1" hereto. (6vi) Uniform Commercial Code, tax lien and judgment searches A written opinion of Massachusetts counsel to the appropriate public records for Borrower that do not disclose addressed to the existence Bank in substantially the form of any prior Lien on the Collateral other than in favor of Lender or as permitted under this AgreementExhibit "B-2" hereto. (7vii) Copies A written opinion of Masuda, Funai, Eife▇▇ & ▇itc▇▇▇▇, ▇▇d., special counsel to the Borrower’s errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates addressed to the Bank in lieu substantially the form of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9Exhibit "B-3" hereto. (8) The Guaranty duly executed by Guarantorviii) A written opinion of Dundas & Wils▇▇, ▇▇ited Kingdom counsel to Enesco p1c, addressed to the Bank in substantially the form of Exhibit "B-4" hereto. (9ix) Guarantor’s articles A written opinion of organization or formationOsler, together with all amendmentsHosk▇▇ & ▇arcourt, as certified by counsel to N.C. Cameron & Sons Limited, addressed to the Secretary Bank in substantially the form of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicableExhibit "B-5" hereto. (10x) A resolutionwritten opinion of Bake▇ ▇▇▇ McKe▇▇▇▇, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. ▇▇unsel to Enesco International (11) Receipt by Lender of any fees due on the date of this Agreement.H.

Initial Advance. Lender’s obligation Lenders shall not be required to make the initial Warehousing AdvanceAdvance hereunder, is subject and the LC Issuer shall not be required to issue the satisfactioninitial Facility Letter of Credit hereunder, in the sole discretion of Lender, of the following conditions precedent: 5.1 unless Borrower has paid to Administrative Agent (a) Lender must receive the followingfees for the account of Lenders set forth in Arranger's letter to Lenders dated February 18, all 2004 and (b) the fees for the account of which must be satisfactory Administrative Agent and Arranger set forth in form the letter agreement dated February 13, 2004 (and content accepted by Borrower on February 13, 2004) herewith among Administrative Agent, Arranger and Borrower, and Borrower has furnished to Lender, in its sole discretionAdministrative Agent with sufficient copies for Lenders: (1i) The Warehousing Note and this Agreement duly executed by Copies of the articles or certificate of incorporation of Borrower. (2) Borrower’s articles of organization or formation, together with all amendments, as and a certificate of good standing, all certified by the Secretary appropriate governmental officer in the jurisdiction of State incorporation, and any other information required by Section 326 of Maryland, Borrower’s operating agreementthe USA PATRIOT ACT or necessary for Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT ACT. (ii) Copies of the articles or certificate of incorporation of each Guarantor that is a corporation, together with all amendments, certified by the manager an authorized officer of Borrower, such Guarantor and certificates a certificate of good standing dated within 60 days from the appropriate governmental officer in the jurisdiction of incorporation. (iii) Copies, certified by the Secretary or Assistant Secretary of Borrower and each Guarantor that is a corporation, of each such corporation's by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender), or, in the case of each Guarantor that is not a corporation, 47 other appropriate consents and approvals, authorizing the execution of the date Loan Documents and the Guaranties. (iv) For each Guarantor that is a limited liability company or limited partnership (A) a copy of this Agreementthe certificate or articles of formation or certificate of limited partnership (as applicable), together with certified by the appropriate officer of such Guarantor's manager, managing member or general partner, (B) a certification certificate of good standing from the Franchise Tax Board appropriate governmental officer in the jurisdiction of formation and (C) a copy, certified by the appropriate officer of such Guarantor or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board of such Guarantor's manager, managing member or general partner, of such state tax authorityGuarantor's operating agreement or limited partnership, if as applicable. (3v) A resolutionIncumbency certificates, consent executed by the Secretary or approval Assistant Secretary of all Borrower and each Guarantor (or, in the case of a Guarantor that is not a corporation, the appropriate officer of such Guarantor or of its manager, managing member or general partner), which shall identify by name and title and bear the signature of the members officers of Borrower authorizing the execution, delivery and performance of this Agreement such corporation (or other applicable entity) authorized to sign the Loan Documents and the other Loan DocumentsGuaranty (as applicable) and (if applicable) to make borrowings hereunder and to request, each Warehousing Advance Request apply for and all other agreementsexecute Facility Letter of Credit Reimbursement Agreements with respect to Facility Letters of Credit hereunder, instruments or documents upon which certificates Administrative Agent, Lenders and the LC Issuer shall be entitled to be delivered rely until informed of any change in writing by Borrower under this Agreementor the applicable Guarantor. (4vi) A certificate as written opinion of General Counsel of Borrower, addressed to Administrative Agent and Lenders in substantially the incumbency and authenticity form of the signatures of the managers of Borrower executing this Agreement and the other Loan DocumentsExhibit E hereto. (5vii) Assumed Name Certificates dated within 30 days Notes payable to the order of the date each of this Agreement for any assumed name used by Borrower in the conduct of its businessLenders. (6viii) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (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) The Guaranty duly executed by Guarantorthe Guarantors. (9ix) Guarantor’s articles of organization or formationSuch written money transfer instructions, together with all amendmentsin form acceptable to Administrative Agent, addressed to Administrative Agent and signed by an Authorized Officer, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicableAdministrative Agent may have reasonably requested. (10x) A resolution, consent or approval Evidence satisfactory to Administrative Agent of certified by payment in full (which payment may be made from the Secretary of Guarantor authorizing the execution, delivery and performance proceeds of the Guarantyinitial Advance hereunder) of all obligations of Borrower and Guarantors under the Prior Credit Agreement (including without limitation principal, accrued and unpaid interest and fees, and amounts (if any) payable under Section 3.4 of the Prior Credit Agreement). (11xi) Receipt by Such other documents as any Lender of any fees due on the date of this Agreementor LC Issuer or their respective counsel may have reasonably requested.

Initial Advance. Lender’s The obligation of the Lenders to make the initial Warehousing Advance, Advance is subject to the satisfactionfollowing conditions precedent, each of which shall be satisfied prior to the making of the initial Advance (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the sole discretion of Lender, case of the following conditions precedent: 5.1 (a) Lender must receive date of any of the following, unless the Administrative Agent otherwise agrees or directs): (i) at least one (1) executed counterpart of this Agreement and of the Guaranties, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower; (ii) Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender’s Percentage of the Loan Commitment; (iii) at least one (1) executed copy of each of the Security Documents and the delivery of an original of all recordable documents to Commonwealth Land Title Insurance Company to hold as escrowee (“Escrow Agent”) for recording at the Administrative Agent’s direction after an Event of which must be satisfactory Default pursuant to an escrow agreement in form and content substance satisfactory to Lender, in its sole discretion:the Administrative Agent; (1iv) The Warehousing Note with respect to each of the Loan Parties, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and this Agreement duly executed by Borrower. (2) Borrower’s good standing of each of the Loan Parties, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform the Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of organization or formationincorporation and amendments thereto, together with all amendmentsbylaws and amendments thereto, as certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within 60 days and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (v) the Opinions of Counsel; (vi) a photocopy of the date fully executed lease of this Agreementthe portion of the Subject Property described on Exhibit E-1 hereto to HGS, in the form attached to the HGS Purchase Agreement as Exhibit K thereto (the “HGS Lease”), together with an estoppel certificate and a certification from Subordination, Non-Disturbance and Attornment Agreement each executed by HGS in form reasonably satisfactory to the Franchise Tax Board or other state tax authority stating that Borrower is Administrative Agent; (vii) a survey of the Subject Property in good standing with the Franchise Tax Board or such state tax authorityform provided for in the HGS Purchase Agreement; (viii) a copy of the Owner’s title insurance policy covering the Subject Property in the form required under the HGS Purchase Agreement; (ix) a copy of the Lender’s title insurance commitment covering the Subject Property based on the form required under the HGS Purchase Agreement for the Owner’s title insurance policy to the Escrow Agent for issuance of a Lender’s policy, if applicableat all, after the occurrence and during the continuance of an Event of Default pursuant to an escrow agreement in form and substance satisfactory to the Administrative Agent; (x) engineering reports and Phase I environmental assessments with respect to the Subject Property in form reasonably satisfactory to the Administrative Agent; (xi) copies of certificates evidencing the insurance coverage required under the HGS Lease, including in the case of fire and casualty insurance, insuring the interests of the Administrative Agent under a standard mortgagee clause; (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Requisite Lenders reasonably may require. (3b) A resolution, consent or approval of all The reasonable costs and expenses of the members Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower on or prior to the Closing Date, shall have been paid. (c) The representations and warranties of Borrower authorizing contained in Article 4 shall be true and correct in all material respects. (d) Borrower and any other Loan Parties shall be in compliance with all the execution, delivery terms and performance provisions of this Agreement and the other Loan Documents, each Warehousing and giving effect to the initial Advance Request no Default or Event of Default shall have occurred and all other agreements, instruments or documents to be delivered by Borrower under this Agreementcontinuing. (4e) A certificate as All legal matters relating to the incumbency and authenticity of Loan Documents shall be satisfactory to counsel for the signatures of the managers of Borrower executing this Agreement and the other Loan DocumentsAdministrative Agent. (5f) Assumed Name Certificates The Administrative Agent shall have received a Compliance Certificate dated within 30 days as of the date Closing Date demonstrating compliance with each of this Agreement for any assumed name used by Borrower in the conduct of its businessthen applicable covenants calculated therein. (6g) Uniform Commercial Code, tax lien and judgment searches The duly executed originals of the appropriate public records for Borrower that do not disclose Security Documents signed by each of the existence parties thereto (or receipt by the Administrative Agent from a party thereto of any prior Lien on a facsimile signature pages signed by such party which shall have agreed to promptly provide the Collateral other than Administrative Agent with the originally executed counterparts thereof). Additionally, the Administrative Agent shall have received, at Borrower’s expense, evidence in form and substance satisfactory to the Administrative Agent that, upon recordation of the Deed of Trust, the Security Documents will be effective to create in favor of Lender the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable first priority security interest in the Subject Property described in the Security Documents and that, upon the completion of such recordation and filing, all filings, recordings, deliveries of instruments and other actions necessary or as permitted under this Agreementdesirable to protect and preserve such security interests shall have been dully effected and that any and all consents necessary or desirable with respect to such security interest, shall have been received and remain in full force and effect. (7h) Copies of BorrowerThe Administrative Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents and approvals as the Administrative Agent or the Administrative Agent’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 7.9special counsel may reasonably have requested. (8) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. Lender’s obligation to make In the case of the initial Warehousing AdvanceAdvance or Letter of Credit: 5.2.1. receipt by the Administrative Agent of each of the following: (i) copies of the Organizational Documents, is subject to the satisfaction, in the sole discretion of Lenderand all amendments thereto, of the following conditions precedent: 5.1 (a) Lender must receive the followingBorrower and each Guarantor, all of which must be satisfactory in form accompanied by certificates that such copies are correct and content to Lendercomplete, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrower. (2) Borrower’s articles of organization or formation, together with all amendments, as certified one issued by the Secretary of State or comparable Governmental Authority of Marylandthe jurisdiction of incorporation or formation of the Borrower or such Guarantor, Borrower’s operating agreementas applicable, together with all amendments, certified by the manager of Borrowerdated a current date, and one executed by an authorized representative acceptable to the Administrative Agent dated the Closing Date. (ii) copies of the Regulatory Documents (or similar documents), and all amendments thereto, of the Borrower and each Guarantor, accompanied by certificates that such copies are correct and complete of an authorized representative acceptable to the Administrative Agent dated the Closing Date. (iii) certificates of good standing the appropriate Tribunals of each jurisdiction in which the Borrower or any Guarantor has an executive office or principal place of business, the Borrower or any Guarantor was formed or in which any Collateral is located (if the Borrower or any Guarantor is required to qualify to do business in such jurisdiction), each dated within 60 days of a current date, to the date of this Agreementeffect that the Borrower or such Guarantor, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower as applicable, is in good standing with respect to the Franchise Tax Board or such state tax authoritypayment of franchise and/or other Taxes and, if applicablerequired by Law, are duly qualified to transact business in such jurisdictions. (3iv) A resolution, consent or approval certificates of incumbencies and signatures of all officers of the members Borrower and each Guarantor who will be authorized to execute or attest any of the Loan Documents on behalf of the Borrower authorizing or such Guarantor, as applicable, executed by an authorized representative acceptable to the executionAdministrative Agent, delivery and performance of this Agreement and dated the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under this AgreementClosing Date. (4v) A copies of resolutions approving the Loan Documents and authorizing the transactions contemplated therein, duly adopted by the governing authority of the Borrower and each Guarantor, as applicable, accompanied by certificates of an authorized representative acceptable to the Administrative Agent, that such copies are true and correct copies of resolutions duly adopted at the meeting of, or by the unanimous written consent of, the authorized body of the Borrower, or such Guarantor, as applicable, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or revoked in any respect, and are in full force and effect as of the Closing Date. 5.2.2. receipt by the Administrative Agent of the duly executed Note for each Lender in the amount at least equal to its Commitment, dated the Closing Date. 5.2.3. receipt by the Administrative Agent of the documents described in Section 4.1.1, each duly executed and delivered by the appropriate Person and, if such is required by the Administrative Agent with respect to the Mortgages, duly recorded in the appropriate county or parish records. 5.2.4. receipt by the Administrative Agent of such title opinions or title data as the Administrative Agent may reasonably request, in form and substance and from attorneys or other Persons reasonably acceptable to the Administrative Agent, covering and confirming title in such portions of the Collateral as the Administrative Agent may specify and such other documentation and information reasonably required by the Administrative Agent to satisfy the Administrative Agent of the status of the title of the Collateral. 5.2.5. receipt by the Administrative Agent of a certificate of ownership interests in form and substance satisfactory to the Administrative Agent, certifying as to the incumbency and authenticity ownership interests of the signatures Borrower in its Oil and Gas Properties. 5.2.6. receipt by the Administrative Agent of satisfactory evidence that prior Liens, if any, on the Collateral (other than Permitted Liens) are being released or assigned to the Administrative Agent concurrently with the Closing. 5.2.7. receipt by the Administrative Agent of the managers opinions of counsel to the Borrower executing this Agreement and each Guarantor in form and substance satisfactory to the Administrative Agent and its counsel. The Borrower and each Guarantor requests such counsel to deliver its opinions to the Administrative Agent and the other Loan DocumentsLenders. (5) Assumed Name Certificates dated within 30 days 5.2.8. receipt by the Administrative Agent of the date results of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public UCC records for Borrower that do not disclose of the existence applicable jurisdictions from sources acceptable to the Administrative Agent reflecting no Liens against any of any prior Lien on the intended Collateral other than in favor of Lender Permitted Liens or as permitted under this AgreementLiens being released or assigned to the Administrative Agent concurrently with the Closing. (7) Copies 5.2.9. receipt by the Administrative Agent of Borrowera certificate from an authorized representative acceptable to the Administrative Agent certifying to the best of such individual’s errors knowledge as to the truth and omissions insurance policy or mortgage impairment insurance policy, correctness of each representation and blanket bond coverage policy, or certificates warranty contained in lieu of policies, showing compliance by Borrower Article VI hereof as of the date of this Agreement with the provisions of Section 7.9Closing Date. (8) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified 5.2.10. receipt by the Secretary Administrative Agent of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by such additional information and documentation as the Secretary of Guarantor, Administrative Agent or any Lender may reasonably require relating to the Loan Documents (and certificates of good standing dated within 60 days of amendments thereto) and the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicabletransactions contemplated hereby and thereby. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. Lender’s The obligation of the Lender to make the initial Warehousing Advance, --------------- 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: 5.1 (a) The Lender must receive shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion: (1) The Warehousing Note and this Agreement Loan Documents dated as of the date hereof duly executed by Borrower.the Company; (2) Borrower’s Certified copies of the Company's articles of organization or formation, together with all amendments, as certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, incorporation and bylaws and certificates of good standing dated within 60 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 AgreementAgreement by its corporate secretary, 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 members 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 the Company pursuant to this Agreement.; (4) 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 managers officers of Borrower the Company executing this Agreement and the other Loan Documents.Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender); (5) Assumed Name Certificates dated within 30 days Financial statements of the date Company (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of this Agreement December 31, 1998 (the "Statement Date") and related statements of income, changes in stockholders, equity and cash flows for any assumed name used by Borrower the period ended on the Statement Date and a balance sheet as of April 30, 1999 ("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 conduct case of its business.the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender; (67) Uniform Commercial CodeA tax, tax lien and judgment searches search of the appropriate public records for Borrower that do the Company, including a search of Uniform Commercial Code financing statements, which search shall not disclose have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted under this Agreement.hereunder; (78) 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 the Lender; (9) Copies of Borrower’s the Company's errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates all in lieu of policiesform and content satisfactory to the Lender, showing compliance by Borrower the Company as of the date of this Agreement with the related provisions of Section 7.9. (8) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, 6.8 hereof and showing Lender as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or an additional loss payee on such state tax authority, if applicable.policies; (10) A resolution, consent or approval of certified Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty.Lender; (11) Receipt by Lender of any fees due on Evidence that the date of this AgreementFunding Account has been established with the Lender.

Initial Advance. Lender’s obligation The obligations of the Lenders to make fund their respective Funding Shares of the initial Warehousing Advance, is Advance under this Agreement are subject to the satisfaction, in the sole discretion of Lender, Company's fulfillment of the following conditions precedent: 5.1 (a) Lender must the IPO shall have been completed on the terms and conditions set forth in the preliminary offering memorandum furnished to the Agent and yielding net proceeds to the Company of at least One Hundred Million Dollars ($100,000,0000); (b) 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 Lender, the Agent in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrower.all parties; (2) Borrower’s articles the Senior Credit Notes, each duly executed by the Company; (3) UCC financing statements for the Collateral covered by this Agreement, each duly authorized by the Company; (4) current UCC search reports of organization or formation, together with all amendments, a UCC filings search in the office of the Secretary of State of the State of Maryland; (5) the Custody Agreement duly executed by the Company and JPMorgan as Custodian; (6) copies of the Company's (i) certificate of incorporation certified by the Secretary of State of the State of Maryland and (ii) bylaws and all amendments certified by such its corporate secretary or assistant secretary, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Agent or any Lender to verify the identity of the Company as required by Section 326 of the USA Patriot Act in accordance with the requirements summarized in the notice given in SECTION 15.6; (7) If the Company has already begun registering Pledged Loans with MERS, the Company shall have delivered to the Agent the Electronic Tracking Agreement (as defined in the Custody Agreement) duly executed by the Company, Mortgage Electronic Registration Systems, Inc., MERSCorp., Inc. and the Custodian. (8) certificate of existence or authority and good standing for the Company issued by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments; (9) original resolutions of the Company's board of directors, certified by the manager of Borrower, and certificates of good standing dated within 60 days as of the date of this Agreementthe initial Advance by the Company's corporate secretary, 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 members of Borrower authorizing the execution, delivery and performance by the Company of this Agreement, the Senior Credit Notes, the Custody Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents Facilities Papers to be delivered by Borrower under the Company pursuant to this Agreement. (4) A certificate as to the incumbency and authenticity of the signatures of the managers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable.; (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance a certificate of the Guaranty. Company's corporate secretary as to (11i) Receipt by Lender the incumbency of any fees due on the date officers of the Company executing this Agreement., the Senior Credit Notes, the Custody Agreement, each applicable Request for Borrowing and all other Facilities Papers executed or to be executed by or on behalf of the Company and (ii) the authenticity of their signatures -- and specimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it -- (the Agent and the Lenders shall be entitled to rely on that certificate until the Company has furnished a new certificate to the Agent, and certifying that attached to such certificate are true and correct copies of all amendments to the Company's certificate of incorporation and bylaws since their inception);

Initial Advance. Lender’s obligation The Lenders shall not be required to make the initial Warehousing Advance, is subject Advance hereunder unless the General Partner (in its capacity as the general partner of the Borrower and as the Guarantor) and the Borrower have furnished to the satisfactionAdministrative Agent, in with sufficient copies for the sole discretion of LenderLenders, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1i) The Warehousing Note duly executed originals of the Loan Documents, including the Notes, payable to the order of each of the Lenders, the Guaranty, and this Agreement duly executed by Borrower.Agreement; (2ii) Copies of the certificate of limited partnership of the Borrower’s articles of organization or formation, together with all amendments, as and 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 each jurisdiction where the failure to so qualify or be licensed (if required) would have a Material Adverse Effect; (iii) 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 good standing, both certified by the appropriate governmental officer of 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, Borrower’s operating agreement, together with all amendments, certified by the manager 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 sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, and certificates of good standing dated within 60 days of upon which certificate 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 members of Borrower authorizing the execution, delivery and performance of this Agreement Administrative Agent and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents Lenders shall be entitled to be delivered by Borrower under this Agreement. (4) A certificate as to the incumbency and authenticity of the signatures of the managers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence rely until informed of any prior Lien on the Collateral other than change 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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified writing by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.Borrower;

Initial Advance. Lender’s obligation The Lenders shall not be required to make the initial Warehousing Advance, is subject Advance hereunder unless the Borrower has furnished to the satisfactionAdministrative Agent, in with sufficient copies for the sole discretion of Lender, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretionLenders: (1i) The Warehousing Note and this Agreement duly executed by Copies of the articles or certificate of incorporation of the Borrower. (2) Borrower’s articles of organization or formation, together with all amendmentsamendments thereto, as and a certificate of existence, each certified by the Secretary appropriate governmental officer in its jurisdiction of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicableincorporation. (3ii) A resolution, consent or approval of all of the members 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 managers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendmentsCopies, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days or an Assistant Secretary of the date Borrower, of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicableits by-laws. (10iii) A resolutionCopies, consent or approval of certified by the Secretary or an Assistant Secretary of Guarantor the Borrower and each of the Significant Subsidiaries existing at the date of the initial Advance hereunder, of Board of Directors' resolutions of such Person and of resolutions or actions of any other body authorizing the execution, delivery and performance execution of the GuarantyLoan Documents to which such Person is a party. (11iv) Receipt Incumbency certificates, executed by Lender the Secretary or an Assistant Secretary of the Borrower and each of the Significant Subsidiaries existing at the date of the initial Advance hereunder, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Person authorized to sign the Loan Documents to which such Person is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any fees due change in writing by such Person. (v) A certificate, 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. (vi) A written opinion of counsel to the Borrower and each of its Subsidiaries, addressed to the Lenders in substantially the form of Exhibit J. (vii) From each of the Significant Subsidiaries of the Borrower existing on the date of this the initial Advance hereunder, a Credit Guaranty and a Guarantor Subordination Agreement. (viii) Any Notes requested by a Lender pursuant to Section 2.3 or 2.4 payable to the order of each such requesting Lender. (ix) Written money transfer instructions, in substantially the form of Exhibit K, 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.

Initial Advance. Lender’s obligation The obligations of the Lenders to make fund their respective Funding Shares of the initial Warehousing Advance, is Advance under this Agreement are subject to the satisfaction, in the sole discretion of Lender, Companies' fulfillment of the following conditions precedent: 5.1 (a) Lender must 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 Lender, the Agent in its sole discretion: (1) The Warehousing Note and this This Agreement duly executed by Borrower.all parties; (2) Borrower’s The Senior Credit Notes, each duly executed by the Companies; (3) The Guaranty, duly executed by the Parent; (4) the 12/00 Amendment to Class R Security Agreement of even date herewith; (5) UCC financing statements for the Collateral covered by this Agreement, each duly executed by the Companies, for filing by the Agent in the office of the Secretary of State of the State of Pennsylvania (the State in which the chief executive office of each of the Companies is located); (6) a UCC search report of a UCC filings search in the Office of the Secretary of State of the State of Pennsylvania (the State in which the chief executive office of each of the Companies is located) for each of the Companies, ABFS 1998-2 and the Parent; (7) The Custody Agreement duly executed by the Companies and Chase as Custodian; (8) Copies of each Company's and the Parent's articles or certificate of organization or formation, together with all amendments, as incorporation certified by the Secretary of State or comparable officer of Marylandthe State of such company's incorporation and a copy of its bylaws certified by such Company's (or the Parent's, Borrower’s operating agreementas the case may be) secretary or assistant secretary; (9) A favorable written opinion of counsel to the Companies and the Parent dated on or before the date of the initial Advance, together with all amendmentsaddressed to the Lenders and the Agent and in form and substance reasonable satisfactory to the Agent and its legal counsel (opinions required to be included therein are set forth in Exhibit G); (10) A copy of the resolutions of each Company's and the Parent's boards of directors, certified by the manager of Borrower, and certificates of good standing dated within 60 days as of the date of this Agreementthe initial Advance by the relevant Company's or Parent's corporate secretary, 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 members of Borrower authorizing the execution, delivery and performance (i) by each Company of this Agreement, the Senior Credit Notes, the Custody Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents Facilities Papers to be delivered by Borrower under the Companies pursuant to this Agreement., and (ii) by the Parent of the Guaranty, respectively; (411) A certificate of each Company's and the Guarantor's corporate secretary as to (i) the incumbency of (x) the officers of the Company executing this Agreement, the Senior Credit Notes, the Custody Agreement, each applicable Request for Advance and all other Facilities Papers executed or to be executed by or on behalf of the Company and (y) the officers of the Parent executing the Guaranty, respectively, and (ii) the authenticity of their signatures -- and specimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it -- (the signatures Agent and the Lenders shall be entitled to rely on that certificate until the relevant Company or the Guarantor, as applicable, has furnished a new certificate to the Agent); (12) An Officer's Certificate for each Company dated the date of the managers initial Advance and certifying that, after giving effect to that Advance, no Default or Event of Borrower executing Default will exist under this Agreement and that there has been no material adverse change since the other Loan Documents.Statement Date in any of the Central Elements relative to the Company; and (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 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. (713) Copies of Borrower’s an errors and omissions insurance policy or mortgage impairment insurance policy, policy and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower providing such insurance coverage as is customary for members of the date of this Agreement with Companies' industry, all in form and content reasonably satisfactory to the provisions of Section 7.9Agent. (8) The Guaranty duly executed by Guarantor. b) All directors and officers of any Company, all shareholders of any Company and all Affiliates of any Company or the Parent or any Subsidiary of any of the Companies, to whom or which any of the Companies shall be indebted either for borrowed money or for any other obligation of Fifty Thousand Dollars (9$50,000) Guarantor’s articles of organization or formation, together with all amendments, more as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days of the date of this Agreement, together with shall have caused such Debt -- excluding only the debts and obligations described on Schedule 8.1(b) to this Agreement -- to be Subordinated Debt, as defined in this Agreement, by executing and causing to be delivered to the Agent a certification from Subordination Agreement substantially in the Franchise Tax Board or form of Exhibit C and taking all other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authoritysteps, if applicable. (10) A resolutionany, consent or approval of certified by required to cause such Debt to be Subordinated Debt, as so defined, and the Secretary of Guarantor authorizing the execution, delivery and performance corporate secretary of the Guaranty. relevant Company or the Parent (11as the case may be) Receipt by Lender shall have certified each such Subordination Agreement executed to satisfy the requirements of any fees due on this Subsection to be true, complete and in full force and effect as of the date of this Agreementthe Advance.

Initial Advance. Lender’s obligation to make the initial Warehousing Advance, The effectiveness of this Agreement is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1i) The Warehousing Note and this Agreement Agreement, duly executed by the Borrower. (2ii) The Borrower’s articles organizational documents, certified as true and complete by an appropriate officer or other Person. (iii) Certificates of organization or formation, together with all amendments, as certified by legal existence and good standing from the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Delaware for Borrower, and certificates of good standing dated within 60 thirty (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. (3iv) A resolutionSuch certificates of resolutions or other action, consent or approval incumbency certificates and/or other certificates of all responsible officers of the members Borrower as Lender may require evidencing (A) the authority of the Borrower authorizing the execution, delivery and performance of to enter into this Agreement and the other Loan DocumentsDocuments and (B) the identity, authority and capacity of each Warehousing Advance Request and all other agreements, instruments or documents Authorized Representative thereof authorized to be delivered by Borrower under this Agreement. (4) A certificate act as to the incumbency and authenticity of the signatures of the managers of Borrower executing an Authorized Representative in connection with this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6v) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this AgreementLender. (7vi) 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 related provisions of Section 7.9. (8) The Guaranty duly executed vii) An opinion from counsel for the Borrower in form and substance satisfactory to Lender concerning, among other matters (i) the legal existence, good standing and qualification to do business of the Borrower, (ii) the power and authority of the Borrower to enter into and perform the Loan Documents, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of the Borrower to do so, (v) the enforceability of the Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against the Borrower, (vii) the validity and perfection of the Lender’s security interest in the Collateral, (viii) the non-contravention of the Borrower’s obligations under the Loan Documents, under the Borrower’s charter documents or under any material agreements or legal proceedings to which it is a party or by Guarantorwhich it is bound, and (ix) such other matters as Lender reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. (9viii) Guarantor’s articles of organization or formation, together with all amendments, Such financial statements and other information as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicableLender shall have reasonably requested. (10ix) A resolutionSuch other documents as Lender reasonably may require, consent or approval of certified by the Secretary of Guarantor authorizing the executionduly executed and delivered, delivery and performance evidence satisfactory to Lender of the Guarantyoccurrence of any further conditions precedent to the closing of the credit facility established hereby. (11b) Receipt Lender shall have filed Uniform Commercial Code financing statements in such jurisdictions as Lender shall have determined to be appropriate in order to perfect the security interest in the Collateral granted by Borrower pursuant to this Agreement or any other Loan Document. (c) Borrower shall have (i) paid to the Lender, as applicable, all amounts due as of the Closing Date, and (ii) paid or reimbursed the Lender of any for all its attorneys’ fees due on and expenses incurred in connection with this Agreement and the date of this Agreementother Loan Documents.

Initial Advance. Lender’s obligation The obligations of the Lender under this Agreement are, in addition to make the initial Warehousing Advanceconditions precedent specified in Section 3.02 hereof, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent, wherein each document to be delivered to the Lender shall be in form and substance satisfactory to it: 5.1 (a) Borrower's Certificates -- (i) the Lender must receive shall have received certificates of the following, all Secretary of which must be satisfactory the Borrower in form and content substance satisfactory to Lenderthe Lender with respect to the authorization of the Borrower to execute and deliver the Note, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrowerand any other Security Instruments provided herein and authorization of the officers of the Borrower to sign such instruments, and specimen signatures of the officers so authorized. (2ii) the Lender shall also have received a copy, certified as true by the Secretary of the Borrower’s articles , of organization or formation, together the Borrower's Articles of Organization filed with all amendments, as certified by the Secretary of State of Maryland, the State of Texas and the Regulations governing the Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3b) A resolutionOther Certifications from the Borrower -- the Lender shall have received such other certificates and documentation as deemed necessary or appropriate, consent or approval of all including, without limitation, copies of the members Borrower's certificate of Borrower authorizing good standing, issued by the execution, delivery and performance Comptroller 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.State of Texas; and, (4c) A certificate Opinion Letter from Borrower's Counsel -- the Lender shall have received from the Borrower's counsel a favorable written opinion as to such matters contained in Sections 4.01, 4.02, 4.03, 4.04 and 4.05 hereof; and as to such counsel's knowledge of pending or threatened material litigation or governmental or regulatory proceedings against the incumbency Borrower; and authenticity as to such other matters incident to the transactions herein contemplated as the Lender may reasonably request; and, (d) the Lender shall have received each of the signatures following documents, duly and validly executed: (i) this Loan Agreement; (ii) the Note; (iii) the Master Form Deeds of Trust; (iv) the managers of Borrower executing this Agreement and Master Financing Statement; (v) the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Security 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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.; and,

Initial Advance. Lender’s obligation The Lenders shall not be required to make the initial Warehousing Advance, is subject Advance hereunder unless the Borrower has furnished to the satisfaction, in Agent with sufficient copies for the sole discretion of Lender, of the following conditions precedentLenders: 5.1 (a) Lender must receive With respect to the following, all of which must be satisfactory in form and content to Lender, in its sole discretion:Borrower, (1i) The Warehousing Note and this Agreement duly executed by Borrower. (2) Borrower’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendmentsa copy, certified by the manager as of Borrower, and certificates of good standing dated within 60 a date no more than ten 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 members 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 prior to the incumbency and authenticity of the signatures of the managers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified Closing Date by the Secretary of State of Delaware, Guarantor’s operating agreementof the Borrower's Certificate of Limited Partnership, together with all amendments; (ii) A copy, certified as of the Closing Date by the Secretary or an Assistant Secretary of the General Partner, of the Partnership Agreement, together with all amendments, as in effect on the Closing Date; (iii) a good standing certificate for the Borrower from the Secretary of State of Delaware dated no more than ten days prior to the Closing Date; (iv) a good standing certificate for the Borrower from the Secretary of the Commonwealth of Massachusetts dated no more than ten days prior to the Closing Date. (b) With respect to the General Partner, (i) a copy, certified as of a date no more than ten days prior to the Closing Date by the Secretary of GuarantorState of Delaware, and certificates of good standing dated within 60 days of the date General Partner's certificate of this Agreementincorporation, together with all amendments; (ii) a certification good standing certificate for the General Partner from the Franchise Tax Board or other state tax authority stating that Guarantor is in Secretary of State of Delaware dated no more than ten days prior to the Closing Date; (iii) a good standing with certificate for the Franchise Tax Board or such state tax authority, if applicable.General Partner from the Secretary of the Commonwealth of Massachusetts dated no more than ten days prior to the Closing Date; (10iv) A resolutiona copy, consent certified as of the Closing Date by the Secretary or approval an Assistant Secretary of the General Partner, of the General Partner's by-laws, together with all amendments, as in effect on the Closing Date; (v) a copy, certified as of the Closing Date by the Secretary or an Assistant Secretary of the General Partner, of resolutions of the General Partner's Board of Directors authorizing the General Partner's execution and delivery on behalf of the Borrower of the Loan Documents; and (vi) an incumbency certificate, executed by the Secretary of Guarantor authorizing the execution, delivery and performance an Assistant Secretary of the GuarantyGeneral Partner as of the Closing Date, which shall identify by name and title and bear the signatures of the officers of the General Partner authorized to act on behalf of the General Partner in its capacity as a general partner of the Borrower, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (11c) Receipt Evidence satisfactory to the Agent that the Borrower has paid the upfront fee agreed to by the Borrower and Bank One. (d) A written opinion of counsel to the Borrower and the General Partner, addressed to the Lenders in substantially the form of Exhibit A. (e) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (f) Written 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 the Agent may have reasonably requested. (g) Such other documents as any fees due on the date of this AgreementLender or its counsel may have reasonably requested.

Initial Advance. Lender’s obligation At or prior to make the making of the initial Warehousing Advanceextension of credit hereunder, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedentprecedent shall also have been satisfied: 5.1 (a) Lender must receive the following, all Agent shall have received the following for the account of which must the Lenders (each to be satisfactory in properly executed and completed) and the same shall have been approved as to form and content to Lender, in its sole discretionsubstance by the Agent: (1i) The Warehousing Note and this Agreement duly executed by Borrower.the A Notes; (2ii) Borrower’s the Guaranties (if any); (iii) certified copies of resolutions of the Board of Directors of the Company and each Guarantor authorizing the execution and delivery of this Agreement, the Notes and the Guaranties, as appropriate; (iv) copies of the articles of organization or formation, together with all amendments, as incorporation and by-laws of the Company and each Guarantor certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within 60 days or other appropriate officer 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 Company or such state tax authorityGuarantor, if applicableas the case may be; and (v) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives. (3b) A resolution, consent or approval of all of legal matters incident to the members of Borrower authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Documents, Documents and to the transactions contemplated hereby shall be reasonably satisfactory to each Warehousing Advance Request Lender and all other agreements, instruments or documents to be delivered by Borrower under this Agreement.its counsel; and the Agent shall have received for the account of the Lenders the favorable written opinion of counsel for the Company in form set forth as Exhibit 7.2(c) hereof; (4c) A certificate as to the incumbency and authenticity Agent shall have received for the account of the signatures of Lenders a good standing certificate for the managers of Borrower executing this Agreement and the other Loan Documents. Company (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 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 no earlier than thirty (30) days prior to the date hereof) from the office of this Agreement with the provisions secretaries of Section 7.9.state of the states of Illinois and Iowa; (8) The Guaranty duly executed by Guarantor. (9d) Guarantor’s articles the Agent shall have received for the account of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of Lenders a good standing certificate for each Guarantor (dated within 60 days as of the date of this Agreement, together with a certification no earlier than thirty (30) days prior to the date hereof) from the Franchise Tax Board office of the secretary of the state in which such Guarantor was incorporated or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable.formed; (10e) 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 "LIBOR Portions," in which event such "Obligations" shall be deemed A resolution, consent or approval of certified Loans made by the Secretary of Guarantor authorizing same Lender hereunder evidenced by the executionrelevant A Notes issued to such Lender, delivery with interest on each such "LIBOR Portion" to be due and performance payable at the end of the Guaranty. "Interest Period" applicable thereto at the time such "LIBOR Portion" becomes evidenced by the A Notes and the interest applicable to each such "LIBOR Portion" to continue at the rate which would otherwise applicable thereto under the Existing Credit Agreement (11except 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 Existing Credit Agreement shall terminate and all "Obligations" outstanding thereunder (except for such "LIBOR Portions") Receipt by Lender of any fees shall be due on the date of this Agreement.and payable; and

Initial Advance. Lender’s obligation At or prior to make the making of the initial Warehousing AdvanceLoan hereunder, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedentprecedent shall also have been satisfied: 5.1 (a) Lender must receive the followingBank shall have received the following (and, with respect to all of which must documents, each to be satisfactory in properly executed and completed) and the same shall have been approved as to form and content to Lender, in its sole discretionsubstance by the Bank: (1i) The Warehousing Note and this Agreement duly executed by Borrower.the Note; (2ii) the Security Agreement from the Borrower’s articles of organization or formation, together with all amendments, any financing statements and lockbox and deposit account control agreements as the Bank may require; (iii) the Guaranty from ▇.▇. ▇▇▇▇; (iv) copies (executed or certified by the Secretary as may be appropriate) of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within 60 days resolutions 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 governing body of the members of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documentsdelivery, 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 managers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty.Loan Documents; (11v) Receipt articles of organization of the Borrower certified by Lender the appropriate governmental office of any fees due on the state of its organization; (vi) operating agreement, if any, for the Borrower certified by an appropriate officer of such Person acceptable to the Bank; (vii) an incumbency certificate containing the name, title and genuine signature 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 this Agreement.its organization and in each state in which it is qualified to do business as a foreign organization; and (ix) one or more pay-off and lien release letters from secured creditors of the Borrower and its 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 the Bank termination statements and any other lien release instruments necessary to release its Lien on all of their assets; (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 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 in form and substance satisfactory to the Bank and its counsel;

Initial Advance. Lender’s obligation At or prior to make the making of the initial Warehousing Advanceextension of credit hereunder, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedentprecedent shall also have been satisfied: 5.1 (a) Lender must receive the following, all of which must Bank shall have received the following (each to be satisfactory in properly executed and completed) and the same shall have been approved as to form and content to Lender, in its sole discretionsubstance by the Bank: (1i) The Warehousing Note and this Agreement duly executed by Borrower.the Revolving Credit Note; (2ii) Borrower’s articles of organization or formationthe Collateral Documents, including the lockbox agreement required pursuant to Section 4.2 hereof together with all amendmentsany financing statements requested by the Bank in connection with the Collateral Documents; (iii) the Guarantees from QMS Canada and QMS Circuits, Inc.; (iv) copies (executed or certified, as certified by the Secretary may be appropriate) of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board legal documents or other state tax authority stating that Borrower is proceedings taken in good standing connection with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution, consent or approval of all of the members of Borrower authorizing the execution, execution and delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments Documents to the extent the Bank or documents to be delivered by Borrower under this Agreement.its counsel may reasonably request; (4v) A an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives; (vi) evidence of insurance required by Section 8.4 hereof; and (vii) a payoff letter from Foothill Capital Corporation to the Company setting forth the amount of indebtedness and obligations owed such lender by the Company and containing an agreement to release all Liens in such lender's favor upon receipt of such payoff amount; (b) the Bank shall have received the initial fees called for hereby; (c) the Bank shall have received and approved as to substance consolidated and consolidating proforma projected financial statements for the Company and its Subsidiaries, including a balance sheet as of July 2, 1999 (in each case immediately after giving effect to the QMS BV Acquisition, the Minolta Loan and the Opening Day Minolta Equity Infusion) and such other valuations and certifications as it may require in order to satisfy itself as to the incumbency and authenticity value of the signatures Collateral, the financial condition of the managers Company and its Subsidiaries, and the lack of Borrower executing material contingent liabilities of the Company and its Subsidiaries; (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents.Documents and to the transactions contemplated hereby and thereby shall be satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Company in form and substance satisfactory to the Bank and its counsel; (5e) Assumed Name Certificates dated within 30 days the Bank shall have received a Borrowing Base certificate in the form attached hereto as Exhibit B showing the computation of the date Borrowing Base in reasonable detail as of this Agreement for any assumed name used by Borrower in the conduct close of its business.business not earlier than three (3) days prior to the making of the initial extension of credit hereunder and showing, among other things, excess availability of at least $5,000,000 after deeming as borrowed hereunder an amount equal to all but $100,000 of the Company's accounts payable over ninety (90) days past due and all transaction expenses related to the transactions contemplated hereby and the QMS BV Acquisition; (6f) Uniform Commercial Codethe QMS BV Acquisition shall have been consummated for an aggregate consideration (inclusive of out-of-pocket transaction fees and charges directly incident to the QMS BV Acquisition, tax lien but in any event excluding business restructuring charges) of not more than U.S. $31,000,000, and judgment searches the Bank shall have received assurances satisfactory to it 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.foregoing; (7g) Copies of Borrower’s errors the Bank shall have received a good standing certificate (or equivalent certificate) for the Company and omissions insurance policy or mortgage impairment insurance policy, each Domestic Subsidiary and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower QMS Canada (dated as of the date no earlier than thirty (30) days prior to the date hereof) from the office of this Agreement with the provisions secretary of Section 7.9.state of the state (or province) of its incorporation and the state (or province) in which its principal place of business is located; (8) The Guaranty duly executed by Guarantor.h) the Liens granted to the Bank under the Collateral Documents shall have been perfected in a manner satisfactory to the Bank and its counsel; (9i) Guarantor’s articles the Bank shall have received evidence satisfactory to it that the Company received cash proceeds of organization or formation, together at least $12,800,000 from the Minolta Loan; (j) the Bank shall have received evidence satisfactory to it that the Company received cash proceeds of at least $12,200,000 from the Opening Day Minolta Equity Infusion; (k) the Bank shall have received (i) satisfactory evidence that the Company shall have entered into an employment contract with all amendments, as certified by ▇▇ ▇▇▇▇▇▇▇ for him to perform the Secretary duties and functions of State chief executive officer for the Company for whatever period of Delaware, Guarantor’s operating agreement, together with all amendments, certified by time the Secretary of Guarantor, Company deems appropriate and certificates of good standing dated within 60 days (ii) (A) assurances satisfactory to it of the date remedy, within applicable grace periods, of this Agreement, together with any default under the Mobile Lease or (B) a certification from written waiver of any currently existing default under the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable.Mobile Lease; and (10l) A resolutionthe Bank shall have received such other agreements, consent or approval of certified by instruments, documents, certificates and opinions as the Secretary of Guarantor authorizing the execution, delivery and performance of the GuarantyBank may reasonably request. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. Lender’s obligation to make the initial Warehousing Advance, The effectiveness of this Agreement is subject to the satisfaction, in the sole discretion of LenderCredit Agent, of the following conditions precedent: 5.1 (a) Lender Credit Agent must receive the following, all of which must be satisfactory in form and content to LenderCredit Agent, in its sole discretion: (1) The Fee Letters, the Warehousing Note Notes respectively payable to each Lender, and this Agreement Agreement, duly executed by Borrowerthe Borrowers. (2) Each Borrower’s articles organizational documents, certified as true and complete by an appropriate officer or other Person. (3) Certificates of organization or formation, together with all amendments, as certified by legal existence and good standing from the District of Columbia for GPF and the Secretary of State of MarylandDelaware for W&D, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within 60 thirty (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. (34) A resolutionSuch certificates of resolutions or other action, consent or approval incumbency certificates and/or other certificates of all responsible officers of each Borrower as Credit Agent may require evidencing (A) the members authority of each Borrower authorizing the execution, delivery and performance of to enter into this Agreement and the other Loan DocumentsDocuments to which such Borrower is a party and (B) the identity, authority and capacity of each Warehousing Advance Request and all other agreements, instruments or documents Authorized Representative thereof authorized to be delivered by Borrower under this Agreement. (4) A certificate act as to the incumbency and authenticity of the signatures of the managers of Borrower executing an Authorized Representative in connection with this Agreement and the other Loan DocumentsDocuments to which such Borrower is a party. (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 judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this AgreementCredit Agent. (7) 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 such Borrower as of the date of this Agreement with the related provisions of Section 7.9. (8) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender Credit Agent and Lenders of any fees due on the date of this Agreement pursuant to the Fee Letters. (9) An opinion from counsel for each Borrower in form and substance satisfactory to Credit Agent concerning, among other matters (i) the legal existence, good standing and qualification to business of each Borrower, (ii) the power and authority of each Borrower to enter into and perform the Loan Documents to which it is a party, (iv) the authorization of the individuals executing and delivering Loan Documents on behalf of each Borrower to do so, (v) the enforceability of each Borrower’s obligations under the Loan Documents, (vi) the absence of any pending or threatened material litigation against either Borrower, (vii) the validity and perfection of Credit Agent’s Lender’s security interest in the Collateral, (viii) the non-contravention of Borrowers’ obligations under the Loan Documents under the Borrowers’ charter documents or under any agreements or legal proceedings to which either of them is a party or by which either of them is bound, and (ix) such other matters as Credit Agent reasonably shall request consistent with loan facilities similar to the loan facility established by this Agreement. (10) Copies of such documentation concerning Borrower’s status as a DUS lender as Credit Agent shall request, including any amendments to the W&D ▇▇▇▇▇▇ ▇▇▇ DUS Agreements entered into subject to the Existing Agreement. (11) Copies of such documentation concerning W&D’s status as a ▇▇▇▇▇▇▇ Mac Program Plus seller and servicer, if applicable, as Credit Agent shall request, including all amendments to any such documents entered into subsequent to the Existing Agreement. (12) Such financial statements and other information as Credit Agent shall have reasonably requested. (13) Such other documents as Credit Agent reasonably may require, duly executed and delivered, and evidence satisfactory to Credit Agent of the occurrence of any further conditions precedent to the closing of the credit facility established hereby.

Initial Advance. Lender’s obligation to make the initial Warehousing Advance, Advance is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: 5.1 (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 by Borrower. (2) BorrowerMMA’s articles of organization or formationorganization, together with all amendments, as certified by the Secretary of State of MarylandDelaware, BorrowerMMA’s operating agreement, together with all amendments, certified by the manager of BorrowerMMA, and certificates of good standing dated within 60 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 MMA 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 members of Borrower MMA 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 MMA under this Agreement. (4) A certificate as to the incumbency and authenticity of the signatures of the managers of Borrower MMA executing this Agreement and the other Loan Documents, and of the managers and employees of MMA 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 90 days of the date of this Agreement for any assumed name used by Borrower MMA in the conduct of its business. (6) MTEI’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MTEI’s operating agreement, together with all amendments, certified by the manager of MTEI, 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 MTEI is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (7) A resolution, consent or approval of all of the members of MTEI 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 MTEI under this Agreement. (8) A certificate as to the incumbency and authenticity of the signatures of the managers of MTEI executing this Agreement and the other Loan Documents, and of the managers and employees of MTEI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be Dated: 5/23/2003 Amended: 6/11/2004 delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (9) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MTEI in the conduct of its business. (10) Midland Mortgage’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Florida, Midland Mortgage’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of Midland Mortgage, or a certificate of Midland Mortgage stating that that 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 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Midland Mortgage is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (11) A resolution of the board of directors of Midland Mortgage 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 Midland Mortgage under this Agreement. (12) A certificate as to the incumbency and authenticity of the signatures of the officers of Midland Mortgage executing this Agreement and the other Loan Documents, and of the officers and employees of Midland Mortgage 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). (13) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by Midland Mortgage in the conduct of its business. (14) MMA Construction’s articles of organization, together with all amendments, as certified by the Secretary of State of Maryland, MMA Construction’s operating agreement, together with all amendments, certified by the manager of MMA Construction, 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 MMA Construction is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (15) A resolution, consent or approval of all of the members of MMA Construction 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 MMA Construction under this Agreement. (16) A certificate as to the incumbency and authenticity of the signatures of the managers of MMA Construction executing this Agreement and the other Loan Documents, and of the managers and employees of MMA Construction 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). Dated: 5/23/2003 Amended: 6/11/2004 (17) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Construction in the conduct of its business. (18) MMA Capital’s articles of incorporation, together with all amendments, as certified by the Secretary of State of Michigan, MMA Capital’s by-laws, together with all amendments, certified by the corporate secretary or assistant secretary of MMA Capital, 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 MMA Capital is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (19) A resolution of the board of directors of MMA Capital 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 MMA Capital under this Agreement. (20) A certificate as to the incumbency and authenticity of the signatures of the officers of MMA Capital executing this Agreement and the other Loan Documents, and of the officers and employees of MMA Capital 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). (21) Assumed Name Certificates dated within 90 days of the date of this Agreement for any assumed name used by MMA Capital in the conduct of its business. (22) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request. (23) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (724) Copies of the certificates, documents or other written instruments that evidence Borrower’s eligibility described in Section 9.1, all in form and substance satisfactory to Lender. (25) 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) The Guaranty duly 26) A fully-executed by GuarantorFunding Bank Agreement and evidence that all accounts into which Warehousing Advances will be funded have been established at the Funding Bank. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (1127) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. Lender’s obligation On or prior to make the Closing Date or initial Warehousing Advance, is subject to the satisfactionextent indicated below, in Borrowers shall have delivered to Agent the sole discretion of Lender, of the following conditions precedentfollowing: 5.1 (a) Lender must receive duly executed copies of the following, all of which must be satisfactory in form and content substance acceptable to Lender, in its sole discretionAgent: (i) this Agreement; (ii) the completed ACH Authorization; (iii) the intellectual property security agreement; (iv) Account Control Agreements with respect to all Deposit Accounts and any accounts where Investment Property is maintained, as required by Section 7.12 hereof, prior to the initial Advance; (v) a duly executed certificate of an officer of each Borrower certifying and attaching copies of (A) the Charter, certified as of a recent date by the jurisdiction of organization of such Borrower; (B) the bylaws, operating agreement or similar governing document of such Borrower; (C) resolutions of such Borrower’s Board or consent of sole member evidencing approval of (1) The Warehousing Note the Loan and other transactions contemplated by the Loan Documents, and with respect to Parent, (2) the Warrant and issuance of Equity Interests in accordance with its terms; (D) resolutions of the holders of such Borrower’s Equity Interests in connection with the transactions contemplated by this Agreement Agreement, to the extent required pursuant to the terms of the Charter or other governing document, in each case, as in effect as of the Closing Date, and (E) a schedule setting forth the name, title and specimen signature of officers or other authorized signers on behalf of each Borrower; (vi) a legal opinion of Borrowers’ counsel; (vii) a subordination agreement, duly executed by Borrower.each of Blue Flame Capital, LLC, Lo▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇nd Ra▇▇▇ ▇▇▇▇▇; (2viii) Borrower’s articles a subordination agreement, duly executed by Halcyon Consulting, LLC; (ix) an Inventory Financing Intercreditor Agreement, duly executed by Ally Bank and Ally Financial Inc.; (x) any other Loan Documents (other than the Warrant, which shall be delivered pursuant to subsection (b) below); (xi) and all other documents and instruments reasonably required by Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of organization Agent with respect to all Collateral (provided that no certificates of title need be delivered or formationendorsed); (b) Originals of the following, in form and substance acceptable to Agent: (i) the Warrant, and (ii) any certificates evidencing Shares pledged pursuant to Section 3.3, together with all amendments, as certified by the Secretary any unit powers or other instruments of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates transfer; (c) a certificate of good standing dated within 60 days for each 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 could have a Material Adverse Effect; (d) payment of the date Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, together with a certification which amounts may be deducted 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.initial Advance; (3e) A resolutionall certificates of insurance, consent or approval endorsements, and copies of all of each insurance policy required pursuant to Section 6.2, except to the members of Borrower authorizing extent delivery after 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.Closing Date is permitted in accordance with Section 7.24; and (4f) A certificate such other documents as to the incumbency and authenticity of the signatures of the managers of Borrower executing this Agreement and the other Loan DocumentsAgent may reasonably request. (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 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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. Lender’s obligation The Lenders shall not be required to make the initial Warehousing Advance, is subject Advance hereunder unless the Borrower has furnished to the satisfaction, in Agent with sufficient copies for the sole discretion of Lender, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretionLenders: (1i) The Warehousing Note and A certified copy of the Borrower's Agreement of Limited Partnership as in effect of the date of this Agreement duly and any certificates of limited partnership issued in connection therewith, together with all amendments thereto and a list of all general partners of the Borrower, all certified by the Secretary or Assistant Secretary of the Managing General Partner. (ii) A copy, certified by the Secretary or Assistant Secretary of the Managing General Partner, of any partners' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Agent) authorizing (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Managing General Partner, which shall identify by name and title and bear the signature of the officers of the Borrower or the Managing General Partner authorized to sign the Loan Documents on behalf of the Borrower. (2iv) Borrower’s Copies of the articles of organization or formationincorporation of the Managing General Partner, together with all amendments, as and a certificate of existence, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within 60 days or Assistant Secretary of the date Managing General Partner, of this Agreement, together with a certification from the Franchise Tax its by-laws and of its Board or of Directors' resolutions (and resolutions of other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authoritybodies, if applicableany are deemed necessary by counsel for the Agent) authorizing the execution of the Loan Documents and the performance of the obligations of the Borrower thereunder. (3vi) A resolutionAn incumbency certificate, consent executed by the Secretary or approval of all Assistant Secretary of the members of Borrower authorizing Managing General Partner, which shall identify by name and title and bear 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 signature of the signatures officers of the managers of Borrower executing this Agreement and Managing General Partner authorized to sign the other Loan Documents. (5vii) Assumed Name Certificates dated within 30 days A certificate, signed by a senior financial officer of the date of this Agreement for any assumed name used by Borrower in Borrower, stating that on the conduct of its businessinitial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (6viii) Uniform Commercial CodeA written opinion of counsel to the Borrower and the Managing General Partner, tax lien and judgment searches addressed to the Lenders in substantially the form 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 AgreementExhibit "E" hereto. (7ix) Copies Notes payable to the order 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 each of the date of this Agreement with the provisions of Section 7.9Lenders. (8) x) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formationSecurity Agreement, together with all amendmentsagreements, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantorinstruments, and certificates of good standing dated within 60 days documents necessary to effect the purpose of the date of this AgreementSecurity Agreement under applicable law, together with a certification from including without limitation duly executed UCC-1 financing statements describing the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance security interest of the GuarantyAgent 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 security interest created thereby. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. Lender’s The obligation of the Lender to make the initial Warehousing Advance, 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: 5.1 : (a) a0 The Lender must receive shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion: (1) 1 The Warehousing Note and this Agreement Loan Documents dated as of the date hereof duly executed by Borrower.the Borrowers; (2) 2 Certified copies of each Borrower’s 's articles of organization or formation, together with all amendments, as certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, incorporation and bylaws and certificates of good standing dated within 60 no less recently than ninety (90) days of prior to the date of this AgreementAgreement and, together with respect to each Borrower, a certification from the Franchise Tax Board or other taxing authority of the state tax authority of incorporation stating that the applicable Borrower is in good standing with the Franchise Tax Board or such state tax said taxing authority, if applicable.: (3) A resolution, consent or approval of all 3 An original resolution of the members board of Borrower directors of each Borrower, 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, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by such Borrower under pursuant to this Agreement.; (4) 4 A certificate (in the form of EXHIBIT "J-1" OR "J-2", as the case may be) of each Borrower's corporate secretary as to the resolution of the board of directors of such Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the managers officers of such Borrower executing this Agreement and the other Loan Documents. Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in Lender being entitled to rely thereon until a new such certificate has been furnished to the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.Lender);

Initial Advance. Lender’s obligation The Lenders shall not be required to make the initial Warehousing Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: 5.1 Advance hereunder unless (a) Lender must receive the followingBorrower has furnished to the Administrative Agent with sufficient copies for the Lenders, all of which must be satisfactory in form and content to Lender(b) the following shall have occurred, in its sole discretionas applicable: (1i) The Warehousing Note Copies of the articles or certificate of incorporation or articles or certificate of organization, as applicable, of each of the Borrower and this Agreement duly executed by Borrower. (2) Borrower’s articles of organization or formationthe Guarantors, together with all amendments, as and a certificate of good standing, each certified by the appropriate governmental officer in its respective jurisdiction of organization. (ii) Copies, certified by the Secretary or Assistant Secretary of each of the Borrower and the Guarantors, of its respective by-laws, regulations or operating agreement, as applicable, and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Person is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and the Guarantors, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantors authorized to sign the Loan Documents to which such Person 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 Person. (iv) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A. (v) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (vi) The Guaranty duly executed by the Guarantors. (vii) The Security Agreement duly executed by the Borrower and the Guarantors. (viii) Uniform Commercial Code financing statements executed by the Borrower and the Guarantors and covering such Collateral (as defined in the Security Agreement) as the Administrative Agent may request. (ix) Bailee agreements in form and substance satisfactory to the Administrative Agent and the Lenders, for any locations in which Inventory is stored and which are not owned by the Borrower or any Guarantor. (x) An initial Borrowing Base Certificate and an initial Compliance Certificate. (xi) The results of a Uniform Commercial Code search showing all financing statements and other documents or instruments on file against the Borrower and each Guarantor in (a) the office of the Secretary of State of Marylandsuch Person’s jurisdiction of organization and (b) each jurisdiction in which the Collateral (as defined in the Security Agreement) is located. (xii) Written money transfer instructions, Borrower’s operating agreementin substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with all amendments, certified by such other related money transfer authorizations as the manager of Borrower, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicableAdministrative Agent may have reasonably requested. (3xiii) A resolution, consent or approval of all The insurance certificate described in Section 5.21 and Section 4.3.2 of the members 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 Security Agreement. (4xiv) A certificate as to If the incumbency and authenticity initial Credit Extension will be the issuance of the signatures of the managers of Borrower executing this Agreement and the other Loan Documentsa Facility LC, a properly completed Facility LC Application. (5xv) Assumed Name Certificates Evidence that the Third Amended and Restated Credit Agreement dated within 30 days as of December 31, 1997 among the date of this Agreement for any assumed name used by Borrower Borrower, the lenders party thereto and the agent named therein, as amended, shall have been terminated and all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in the conduct of its businessfull and all liens securing same shall have been released. (6xvi) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of Such other documents as any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreementits counsel may have reasonably requested. (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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (10) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.

Initial Advance. Lender’s obligation Banks shall not be required to make the initial Warehousing AdvanceAdvance hereunder, is subject and the Issuing Bank shall not be required to issue the satisfactioninitial Facility Letter of Credit hereunder, in the sole discretion of Lender, of the following conditions precedent: 5.1 unless Borrower has paid to Administrative Agent (a) Lender must receive the followingfees for the account of Banks set forth in the Arranger's letter to the Banks dated June 14, all 2002 and July 16, 2002 and (b) the fees for the account of which must be satisfactory Administrative Agent and Arranger set forth in form the letter agreement dated June 6, 2002 (and content accepted by the Borrower on June 12, 2002) herewith among Administrative Agent, Arranger and Borrower, and Borrower has furnished to Lender, in its sole discretionAdministrative Agent with sufficient copies for Banks: (1i) The Warehousing Note Copies of the articles or certificate of incorporation of Borrower and this Agreement duly executed by Borrower. (2) Borrower’s articles of organization or formationeach Guarantor that is a corporation, together with all amendments, as and a certificate of good standing, all certified by the appropriate governmental officer in the jurisdiction of incorporation; provided, however, that in the case of any Guarantor that is a corporation whose articles or certificate of incorporation has not been amended since the date it was delivered to Administrative Agent pursuant to the Original Credit Agreement, Borrower may furnish, in lieu of a certified copy of such articles or certificate of incorporation, a certificate so stating. (ii) Copies, certified by the Secretary or Assistant Secretary of State Borrower and each Guarantor that is a corporation, of Marylandeach such corporation's by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, Borrower’s operating agreementif any are deemed necessary by counsel for any Bank), together with all amendmentsor, in the case of each guarantor that is not a corporation, other appropriate consents and approvals, authorizing the execution of the Loan Documents and the Guaranties; provided, however, that in the case of any Guarantor that is a corporation whose bylaws have not been amended since the date the same were delivered to Administrative Agent pursuant to the Original Credit Agreement, Borrower may furnish, in lieu of a certified copy of such bylaws, a certificate so stating. (iii) For each Guarantor that is a limited liability company or limited partnership (A) a copy of the certificate or articles of formation or certificate of limited partnership (as applicable), certified by the manager appropriate governmental officer in the jurisdiction of Borrowerformation, and certificates (B) a certificate of good standing dated within 60 days and (C) a copy, certified by the appropriate officer of the date such Guarantor or of this Agreementsuch Guarantor's manager, together with a certification from the Franchise Tax Board managing member or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board general partner, of such Guarantor's operating agreement or such state tax authoritylimited partnership, if as applicable. (3iv) A resolutionIncumbency certificates, consent executed by the Secretary or approval Assistant Secretary of all Borrower and each Guarantor (or, in the case of a Guarantor that is not a corporation, the appropriate officer of such Guarantor or of its manager, managing member or general partner), which shall identify by name and title and bear the signature of the members officers of Borrower authorizing the execution, delivery and performance of this Agreement such corporation (or other applicable entity) authorized to sign the Loan Documents and the other Loan DocumentsGuaranty (as applicable) and (if applicable) to make borrowings hereunder and to request, each Warehousing Advance Request apply for and all other agreementsexecute Facility Letter of Credit Reimbursement Agreements with respect to Facility Letters of Credit hereunder, instruments or documents upon which certificates Administrative Agent, Banks and the Issuing Bank shall be entitled to be delivered rely until informed of any change in writing by Borrower under this Agreementor the applicable Guarantor. (4v) A certificate as written opinion of General Counsel of Borrower, addressed to Administrative Agent and Banks in substantially the incumbency and authenticity form of the signatures of the managers of Borrower executing this Agreement and the other Loan DocumentsExhibit E hereto. (5vi) Assumed Name Certificates dated within 30 days Notes payable to the order of the date each of this Agreement for any assumed name used by Borrower in the conduct of its businessBanks. (6vii) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (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) The Guaranty duly executed by Guarantorthe Guarantors. (9viii) Guarantor’s articles of organization or formationSuch written money transfer instructions, together with all amendmentsin form acceptable to Administrative Agent, addressed to Administrative Agent and signed by an Authorized Officer, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, 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 Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicableAdministrative Agent may have reasonably requested. (10ix) A resolution, consent or approval Evidence satisfactory to Administrative Agent of certified by payment in full (which payment may be made from the Secretary of Guarantor authorizing the execution, delivery and performance proceeds of the Guarantyinitial Advance hereunder) of all obligations of Borrower and Guarantors under the Original Credit Agreement (including without limitation principal, accrued and unpaid interest and fees, and amounts (if any) payable under Section 3.4 of the Original Credit Agreement). (11x) Receipt by Lender of Such other documents as any fees due on the date of this AgreementBank or Issuing Bank or their respective counsel may have reasonably requested.

Initial Advance. Lender’s The obligation of the Lender to make the --------------- initial Warehousing Advance, Advance hereunder is subject to the satisfaction, as determined by the Lender in the its sole discretion of Lenderdiscretion, of the following conditions precedent: 5.1 (a) The Lender must receive shall have received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrower.the Company; (2) Borrower’s A guaranty from each of the Guarantors (collectively, the "Guaranty"); (3) Certified copies of the Company's articles of organization or formation, together with all amendments, as certified by the Secretary of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, incorporation and certificates bylaws and a certificate of good standing dated within 60 days no less recently than one (1) month prior to the date hereof; (4) A written opinion of counsel to the Company and each of the Guarantors, in form and content satisfactory to the Lender in its sole discretion, dated as 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.hereof; (35) A resolution, consent or approval of all An original resolution of the members board of Borrower directors of the Company, certified as of the date hereof by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan DocumentsNote, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under the Company pursuant to this Agreement.; (46) A certificate of the Company's corporate secretary as to the incumbency and authenticity of the signatures of the managers officers of Borrower the Company executing this Agreement and the Note and each Advance Request and all other Loan Documents. instruments or documents to be delivered pursuant hereto (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in Lender being entitled to rely thereon until a new such certificate has been furnished to the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement.Lender); (7) Copies Original independently audited financial statements of Borrower’s errors the Company (and omissions insurance policy or mortgage impairment insurance policyits Subsidiaries, on a consolidated basis) for the most recent fiscal year end (the "Statement Date"), containing a balance sheet and related statements of income and retained earnings and changes in financial position for the period ended on the Statement Date, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and blanket bond coverage policyotherwise acceptable to the Lender; (8) Financial statements of each of the Guarantors, or certificates in lieu of policiessigned by them, showing compliance by Borrower as of dated no less recently than three (3) months prior to the date of this Agreement with the provisions of Section 7.9. (8) The Guaranty duly executed by Guarantor.initial Advance; (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendments, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days Copies of the date of this Agreementcertificates, together with a certification from the Franchise Tax Board documents or other state tax authority stating that Guarantor is written instruments which evidence the Company's eligibility described in good standing with Section 5.13 hereof, ------------ all in form and substance satisfactory to the Franchise Tax Board or such state tax authority, if applicable.Lender; (10) A resolutionCopies Purchase Commitments with Investors which have sufficient availability, consent in Lender's sole discretion, together with and certificates, documents or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance of the Guaranty. (11) Receipt by Lender of any fees due on the date of this Agreement.other written instruments related thereto;

Initial Advance. Lender’s obligation The Lenders shall not be required to make the initial Warehousing Advance, is subject Advance hereunder unless the Borrower has furnished to the satisfaction, in Administrative Agent with sufficient copies for the sole discretion of Lender, of the following conditions precedent: 5.1 (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretionLenders: (1i) The Warehousing Note and this Agreement duly executed by Borrower. (2) Borrower’s Copies of the articles of organization or formationincorporation of the Borrower, together with all amendments, as and a certificate of good standing, each certified by the Secretary appropriate governmental officer in its jurisdiction of State of Maryland, Borrower’s operating agreement, together with all amendments, certified by the manager of Borrower, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicableincorporation. (3ii) A resolution, consent or approval of all of the members 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 managers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (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) The Guaranty duly executed by Guarantor. (9) Guarantor’s articles of organization or formation, together with all amendments, as certified by the Secretary of State of Delaware, Guarantor’s operating agreement, together with all amendmentsCopies, certified by the Secretary of Guarantor, and certificates of good standing dated within 60 days or Assistant Secretary of the date Borrower, of this Agreementits Code of Regulations and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized 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 general counsel addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with a certification from such other related money transfer authorizations as the Franchise Tax Board or other state tax authority stating that Guarantor is in good standing with the Franchise Tax Board or such state tax authority, if applicableAdministrative Agent may have reasonably requested. (10viii) A resolution, consent or approval of certified by the Secretary of Guarantor authorizing the execution, delivery and performance Evidence of the Guarantytermination of the Revolving Credit Agreement, dated as of December 21, 2001 by and among the Borrower, the lenders party thereto, and Bank One, NA, as administrative agent thereunder, and evidence of the repayment in full of all Debt and other obligations thereunder. (11ix) Receipt by Such other documents as any Lender of any fees due on the date of this Agreementor its counsel may have reasonably requested.