Common use of Initial Advance Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Initial Advance. Borrower shall have delivered The effectiveness of this Agreement, including Lender's obligation to Lender each of make the followinginitial Warehousing Advance, is subject to the satisfaction, in form and substance satisfactory to Lender (the date on which each sole discretion of Lender, of the following shall have been so delivered is referred to herein as the “Effective Date”):conditions precedent: (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Warehousing Note, the Sublimit Note and this Agreement duly executed originals by Borrower. (2) Borrower's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Delaware, Borrower's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of Borrower, or a certificate of Borrower stating that there has been no change in either Borrower's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 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 of the board of directors of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents Documents, each Warehousing Advance Request and all other agreements, instruments or documents and instruments reasonably required to be delivered by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Borrower under this Agreement. (b4) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) A certificate as to the Loan incumbency and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies authenticity of the Certificate signatures of Incorporation the officers of Borrower executing this Agreement and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, and of the Warrant, officers and employees of Borrower delivering each Warehousing Advance Request and all other agreements, instruments or documents and instruments to be delivered pursuant 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 Loan Documents and date of this Agreement for any assumed name used by Borrower in the Warrant on behalf conduct of its business. (6) A favorable written opinion of counsel to Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment addressed to Lender and dated as of the Facility Charge and reimbursement date of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of covering such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents matters as Lender may reasonably request. (7) 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. (8) 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. (9) Receipt by Lender of any fees due on the date of this Agreement. (b) If Borrower is indebted to any of its directors, officers, shareholders or Affiliates, 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 have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary or assistant secretary of Borrower to be true and complete and in full force and effect as of the date of the Warehousing Advance.

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

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

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

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

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

Initial Advance. Borrower On or prior to the Closing Date, Borrowers shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals of the Loan Documents Documents, Account Control Agreements, a legal opinion of Borrowers’ counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of each Borrower’s board of directors or members or managers as applicable evidencing approval of (i) the Loan Loans and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, or Certificate of Formation and Operating Agreement, as applicable, each as amended through the Closing Date, of each Borrower; (d) a certificate of good standing for each Borrower from its state of incorporation or formation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (f) evidence of insurance, together with endorsements identifying Lender as additional insured on all liability policies and lender loss payee on all property policies; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion results of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, UCC and (ii) within 90 days of the Effective Date (or any subsequent Advance Date intellectual property searches and with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated Collateral indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to such foreign premisesthe Lender; (h) a Consent Letter from an Advance Request in respect of the Term Loan duly executed by each Incumbent LenderBorrower’s Chief Executive Officer, Chief Financial Officer or President or equivalent position; (i) a Release Letter from each Incumbent Lender with respect certificate, duly executed and certified by Parent Borrower’s Chief Executive Officer, Chief Financial Officer or President, evidencing and certifying to the Financed Equipment purchased with the proceeds Lender, as of the initial AdvanceClosing Date, that Parent Borrowers’ Consolidated Adjusted EBITDA for Three Month Measurement Period ending March 31, 2008 is no less than negative $85,000 dollars (-$85,000); (j) a payoff letter from Sovereign Bank reasonably satisfactory to Lender together with all termination statements and such other documents as may be necessary to discharge all liens and security interest granted by each Borrower, as applicable, in favor of Sovereign Bank; (k) a Borrowing Base Certificate in respect of the Revolving Loan, duly executed by each Borrower’s Chief Executive Officer, Chief Financial Officer or President or equivalent position, dated as of the Closing Date; and (jl) such other documents as Lender may reasonably request.

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

Initial Advance. Borrower At or prior to the making of the Term Loan and the initial Revolving Credit Loan hereunder, the following conditions precedent shall also have been satisfied: (a) the Lender shall have delivered received the following (each to Lender be properly executed and completed) and the same shall have been approved as to form and substance by the Lender: (i) this Agreement; (ii) the Notes; (iii) the Mortgage; (iv) the Pledge Agreement; (v) the Security Agreements; (vi) the UCC financing statements to be filed against the Borrowers; (vii) the other Security Documents; (viii) an incumbency certificate containing the name, title and genuine signatures of each of the followingBorrowers' Authorized Representatives; (ix) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents and the Acquisition to the extent the Lender or its counsel may reasonably request. (x) a solvency certificate regarding the solvency of the Borrowers following the Acquisition. (xi) the terms of the contingent subordinated liability under the Offer to Buy have been reviewed and approved by the Lender; and the Lender shall have entered into an effective Subordination Agreement in a form and substance satisfactory to the Lender; (b) legal matters incident to the execution and delivery of this Agreement, the other Loan Documents and to the transactions contemplated hereby and thereby, shall be satisfactory to the Lender and its counsel; and the Lender shall have received the favorable written opinions of counsel from the Borrowers in form and substance satisfactory to the Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced therebyits counsel; (c) certified copies the Lender shall have received such valuations and certifications as it may require in order to satisfy itself as to the financial condition of the Certificate of Incorporation Borrowers, and the Bylaws, as amended through lack of contingent liabilities of the Closing Date, of BorrowerBorrowers; (d) the Lender shall have received a certificate Borrowing Base Certificate showing the computation of good standing for Borrower from its state the Borrowing Base as of incorporation the date of the making of the initial Revolving Credit Loan hereunder, and similar certificates from all other jurisdictions which evidences that the Borrowing Base is then in which it does business and where excess of the failure Revolving Credit Loans to be qualified would have a Material Adverse Effectoutstanding hereunder; (e) a certificate the Lender shall have received copies of incumbency as to the articles of incorporation and bylaws of each officer of Borrower who is authorized to execute the Loan DocumentsBorrowers, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowercertified in each instance by its secretary or assistant secretary; (f) payment the Lender shall have received copies of resolutions of the Facility Charge Board of Directors and reimbursement the Shareholders, as required of Lender’s current expenses reimbursable pursuant to this the Borrowers authorizing the execution and delivery and performance of the Stock Purchase Agreement, which amounts may be deducted from Offer to Buy, this Agreement and the initial Advance;other Loan Documents together with specimen signatures of the persons authorized to execute such documents, all certified by its secretary of its assistant secretary. (g) Landlord Consents or Bailee Agreements, as applicable, the Lender shall have received assurances reasonably satisfactory to it that all conditions precedent to the consummation of the Acquisition shall have been satisfied except for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 Lender's funding of the initial Advance may be used purchase price for the purchase of International Based Financed Equipment without delivering to Lender, prior Acquisition and that immediately after given effect to the disbursement Acquisition, all representations and warranties by the Borrowers herein would remain true and correct in all material respects and no Default or Event of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may Default would occur or be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;continuing (h) a Consent Letter from each Incumbent the capital and corporate structure of the Borrowers shall be satisfactory to the Lender; (i) the Lender shall have received the Articles of Merger and the favorable written opinion or opinions of counsel to Cycle Country Iowa, in a Release Letter from each Incumbent Lender form and substance satisfactory to the Lender, with respect to the Financed Equipment purchased merger of Okoboji Industries Corp. with and into Cycle Country Iowa. (j) the proceeds Lender shall have received a good standing certificate for the Borrowers and (dated as of the initial Advancedate no earlier than thirty (30) days prior to the date hereof) from the Office of the Secretary of State of Iowa and Nevada, and the Secretary of State of each other state in which either is qualified to do business as a foreign corporation dated no earlier than thirty (30) days prior to the date hereof; (k) the Lender shall have received such other agreements, instruments documents, certificates and opinions as the Lender may reasonable request; and (jl) such other Lender shall have received UCC termination statements and mortgage releases as shall be necessary to provide to the Lender a first priority interest in the Security Property, subject only to those Permitted Liens, if any, set forth on Schedule 8.12. (m) the Borrowers shall have provided to the Lender the closing documents and agreements relating to the consummation of the Acquisition, including the Acquired Real Property, all of which shall be satisfactory to the Lender, including the total acquisition price of the Acquisition, and all legal matters incident to the closing of the Acquisition shall be satisfactory to the Lender and its counsel. The execution and delivery of the Notes and the request of the Term Loan and initial Revolving Credit Loan pursuant hereto shall be and constitute a representation and warranty by the Borrowers that each of the conditions set forth in this Section 7.2 will be satisfied as Lender may reasonably requestof the date of the initial Loan hereunder.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder, unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of the Loan Documents Documents, including the Notes payable to the order of each of the Lenders, this Agreement and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSubsidiary Guaranty; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) Certificates of good standing for the Loan Borrower and other transactions evidenced each Subsidiary Guarantor, from the State of Maryland for the Borrower and the states of organization of each Subsidiary Guarantor, certified by the Loan Documents; appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (ii) foreign qualification certificates for the Warrant Borrower and transactions evidenced thereby; each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (c30) certified copies of days prior to the Certificate of Incorporation and the Bylaws, as amended through the Closing Agreement Execution Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all each other jurisdictions in which it does business and jurisdiction where the failure of the Borrower or such Subsidiary Guarantor to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (ec) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of the Borrower and the Subsidiary Guarantors, certified by an officer of the Borrower who is or such Subsidiary Guarantor, as appropriate, together with all amendments thereto; (d) Incumbency certificates, executed by officers of the Borrower and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of the Borrower, includingupon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or any such Subsidiary Guarantor; (e) Copies, without limitationcertified by a Secretary or an Assistant Secretary of the Borrower and each Subsidiary Guarantor, of the chief financial officer Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Subsidiary Guarantor hereunder; (f) payment A written opinion of the Facility Charge Borrower’s and reimbursement Subsidiary Guarantors’ counsel, addressed to the Lenders in substantially the form of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts Exhibit H hereto or such other form as the Administrative Agent may be deducted from the initial Advancereasonably approve; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an officer of the Borrower, stating that on the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to LenderBorrowing Date (a) no Default or Unmatured Default has occurred and is continuing, prior to the disbursement of such Advance, any Landlord Consents in respect (b) all representations and warranties of the premises in the continental United States where such International Based Financed Equipment may be located temporarilyBorrower are true and correct, so long as (ic) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitneither Borrower nor any Subsidiary Guarantor has suffered any material adverse changes, and (iid) within 90 days no action, suit, investigation or proceeding, pending or threatened, exists in any court or before any arbitrator or governmental authority that purports to materially and adversely affect the Borrower, Guarantors or subsidiary or any transaction contemplated hereby, or that could have a material adverse effect on the Borrower, Subsidiary Guarantors or subsidiary or any transaction contemplated hereby or on the ability of the Effective Date (Borrower, Subsidiary Guarantors or any subsequent Advance Date with respect subsidiary of either one to any International Based Financed Equipment not financed on perform its obligations under the Effective Date)Loan Documents, provided that such International Based Financed Equipment certificate is relocated to such foreign premisesin fact true and correct; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the Borrower; (i) a Release Letter from each Incumbent Lender UCC financing statement, judgment, and tax lien searches with respect to the Financed Equipment purchased Borrower from its state of organization and principal place of business; (j) Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial Advance; andAdvances hereunder; (jl) such A compliance certificate pursuant to Section 6.1(e); (m) A certificate, in substantially the form of Exhibit J attached hereto, signed by an officer of the Borrower, certifying the Unencumbered Leverage Ratio and the Unencumbered DSCR; (n) Evidence satisfactory of the Administrative Agent of payment in full of all amounts due to any lenders under the Existing Agreement which are not continuing as Lenders hereunder and of acceptance by them of the termination of their commitments thereunder. (o) A subordination agreement executed by the Advisor in the form attached hereto as Exhibit K and made a part hereof; (p) Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder, unless (a) the Borrower shall, prior to or concurrently with such initial Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of the Loan Documents Documents, including the Notes payable to the order of each of the Lenders, this Agreement, the Disclosure Letter, the Subsidiary Guaranty and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderMortgages; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) Certificates of good standing for the Loan Borrower and other transactions evidenced each Subsidiary Guarantor, from the State of Maryland for the Borrower and the states of organization of each Subsidiary Guarantor, certified by the Loan Documents; appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Effective Date, and (ii) foreign qualification certificates for each Subsidiary Guarantor owning a Qualifying Collateral Pool Property, certified by the Warrant appropriate governmental officer and transactions evidenced therebydated not more than sixty (60) days prior to the Agreement Effective Date, for the jurisdiction in which such Qualifying Collateral Pool Property is located; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation regulations, if appropriate) of the Borrower and the BylawsSubsidiary Guarantors, certified by an officer of the Borrower or such Subsidiary Guarantor, as amended through the Closing Dateappropriate, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by officers of the Borrower or the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for any change in writing by the Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effector any such Subsidiary Guarantor; (e) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency as the Borrower or the applicable Subsidiary Guarantor, of the Board of Directors’ resolutions authorizing the Advances provided for herein, with respect to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantBorrower, and all other documents the execution, delivery and instruments to be delivered pursuant to performance of the Loan Documents to be executed and delivered by the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerBorrower and each Subsidiary Guarantor hereunder; (f) payment A written opinion of the Facility Charge and reimbursement Borrower’s counsel, addressed to the Lenders in substantially the form of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts Exhibit F hereto or such other form as the Administrative Agent may be deducted from the initial Advancereasonably approve; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an officer of the Borrower, stating that on the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as Borrowing Date (i) prior to the disbursement of such Advanceno Default or Unmatured Default has occurred and is continuing, one or more Bailee Agreements, as applicable, are delivered in respect (ii) all representations and warranties of the foreign premises where such International Based Financed Equipment will be located upon completion of transitBorrower are true and correct, (iii) neither Borrower nor any Subsidiary Guarantor has suffered any material adverse changes, and (iiiv) within 90 days except as specifically as disclosed in the Disclosure Letter, no action, suit, investigation or proceeding, pending or threatened, exists in any court or before any arbitrator or governmental authority that purports to materially and adversely affect the Borrower, Guarantors or subsidiary or any transaction contemplated hereby, or that could have a material adverse effect on the Borrower, Subsidiary Guarantors or subsidiary or any transaction contemplated hereby or on the ability of the Effective Date (Borrower, Subsidiary Guarantors or any subsequent Advance Date with respect subsidiary of either one to any International Based Financed Equipment not financed on perform its obligations under the Effective Date)Loan Documents, provided that such International Based Financed Equipment certificate is relocated to such foreign premisesin fact true and correct; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the Borrower; (i) a Release Letter from each Incumbent Lender UCC financing statement searches with respect to the Financed Equipment purchased Borrower and each Subsidiary Guarantor from its state of organization; (j) Written money transfer instructions addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (l) A pro forma compliance certificate pursuant to Section 6.1(v), (and provided for clarification purposes that Borrower shall have no obligation to deliver a compliance certificate under the terms of the Original Credit Agreement with respect to the quarter ended December 31, 2010, but that if such pro forma compliance certificate does not reflect Borrower’s actual financial results reported for the period ending December 31, 2010, Borrower shall be obligated to issue another compliance certificate under the terms of this Agreement for such period when such actual results are reported); (m) The Required Diligence with respect to all Qualifying Collateral Pool Properties (other than the Required SNDAs and Estoppels, but including the opinions of local counsel with respect to the Mortgages); (n) Evidence in the form of an escrow and related undertakings from a title insurance company satisfactory to the Administrative Agent that all Indebtedness encumbering the Qualifying Collateral Pool Properties immediately prior to the Agreement Effective Date shall be repaid in full from the proceeds of the initial Advance hereunder. (o) Evidence satisfactory to the Administrative Agent of payment in full of all amounts due to any lenders under the Original Credit Agreement which are not continuing as Lenders hereunder; and (jp) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel. Upon satisfaction of the foregoing conditions precedent and the funding of the initial Advance, the Administrative Agent shall execute and deliver to Borrower a release of any security interests created pursuant to the “Collateral Assignments” or the “Account Pledge Agreement” (as such terms are defined in the Original Credit Agreement) and terminations of any related UCC financing statements.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has furnished to Lender each the Agent with sufficient copies for the Lenders: (i) Copies of the following, in form and substance satisfactory to Lender (the date on which each articles or certificate of incorporation of the following shall have been so delivered is referred to herein as Borrower, together with all amendments, and a certificate of good standing, each certified by the “Effective Date”):appropriate governmental officer in its jurisdiction of incorporation. (aii) executed originals Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate which the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Borrower is a party. (biii) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced An incumbency certificate, executed by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Secretary or Assistant Secretary of the Certificate Borrower, which shall identify by name and title and bear the signatures of Incorporation the Authorized Officers and any other officers of the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Warrant on behalf Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, including, without limitation, signed by the chief financial officer of the Borrower;, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (fv) payment A written opinion of the Facility Charge and reimbursement Borrower's counsel, addressed to the Lenders in substantially the form of Lender’s current expenses reimbursable Exhibit A. (vi) Any Notes requested by a Lender pursuant to this Agreement, which amounts may be deducted from Section 2.14 payable to the initial Advance;order of each such requesting Lender. (gvii) Landlord Consents or Bailee AgreementsWritten money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 Agent may have reasonably requested. (viii) The Borrower shall have delivered accurate and complete copies of the initial Advance may be used Agreement for Inventory Purchases, the purchase of International Based Financed Equipment without delivering to LenderConvertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, prior to the disbursement of such Advanceincluding any amendments thereto, any Landlord Consents in respect together with a certificate of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date Borrower with respect to any International Based Financed Equipment not financed on such matters relating to those agreements as required by the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;Agent. (hix) a Consent Letter from each Incumbent Lender;The Five-Year Credit Agreement shall close simultaneously with this Agreement. (ix) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds Payment in full and termination of the National City Credit Agreement simultaneously with such initial Advance; and. (jxi) such Such other documents as Lender the Agent or its counsel may have reasonably requestrequested.

Initial Advance. On or prior to the Closing Date: (a) Borrower shall have delivered to the Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) executed originals copies of the Loan Documents Documents, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by the Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of the Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to the Lender; (bii) certified copy of resolutions of Borrower’s board of directors or other governing body evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (ciii) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (div) a secretary’s certificate as to incumbency; (v) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (fvi) payment of the Facility Charge Closing Fee and reimbursement of the Lender’s current expenses reimbursable pursuant to this Agreement, Agreement and which amounts may be deducted from have been invoiced to Borrower prior to the initial Advancedate hereof; (gvii) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 evidence of the initial Advance may funds in the Project Restricted Accounts in the amount of $64,000,000 as of Closing Date; (viii) a closing certificate duly executed by Borrowers’ Chief Financial Officer certifying that since December 31, 2015, no event or condition that has had or could be used for reasonably expected, either individually or in the purchase aggregate, to have a Material Adverse Effect has occurred; (ix) executed copy of International Based Financed Equipment without delivering a payoff letter in form and substance reasonably satisfactory to LenderLender from the Existing Agent with respect to the payoff of, and release of all security interests securing, the Indebtedness owed under the Existing Loan Agreement on or prior to the disbursement Closing Date; and (x) all Specified Customer Agreements. (b) ServiceCo shall have been duly formed and organized and the Master Agreement shall have been executed by the parties thereto. (c) Borrower shall have sent Letters of such Advance, any Landlord Consents in respect Direction directing the Escrow Release Amounts from each of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior banks listed on Schedule 5.18 to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (id) a Release Letter Certification from each Incumbent Lender with respect to the Financed Equipment purchased Borrower that it is in compliance with the proceeds provisions applicable to it under SEQRA as of the date of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals of the Loan Documents Documents, Account Control Agreements, legal opinions of US, English and Dutch counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) with respect to Alimera US, certified copy of resolutions of Borrowersuch Guarantor’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) 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 association, register 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 BorrowerAlimera US; (de) a certificate of good standing for Borrower Alimera US from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure is qualified to be qualified would have a Material Adverse Effectdo business; (ef) 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 incumbency as the managers/members of Alimera Sciences (DE), LLC with respect to each officer of Borrower who is authorized to execute the Loan its Operating Documents, incumbency, specimen signatures and resolutions authorizing the Warrant, execution and all delivery of the Deed of Disclosed Pledge of Receivables and the other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf to which it is a party as general partner of Borrower, including, without limitation, the chief financial officer of BorrowerAS C.V.; (fh) 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 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 notices required to be sent under the Deed of Disclosed Pledge of Receivables executed by AS C.V. and Alimera Sciences B.V., 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 documents and/or filings evidencing such Liens, including without limitation any financing statements, filings with the U.S. Patent and 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 Facility Charge and reimbursement of Agent’s and each Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (jm) such other documents as Lender Agent may reasonably request.

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

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

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

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

Initial Advance. Borrower shall have delivered Lender’s obligation to make the initial Warehousing Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: (a) Lender each of must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Notes and this Agreement duly executed by Borrower. (2) Borrower’s articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of California, Borrower’s bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of Borrower, or a certificate of Borrower stating that there has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution of the board of directors of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under this Agreement. (4) A certificate as to the incumbency and authenticity of the signatures of the officers of Borrower executing this Agreement and the other Loan Documents. (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) One or more agreements among Borrower, Lender and F▇▇▇▇▇ M▇▇ in which F▇▇▇▇▇ Mae agrees to send all cash proceeds of Mortgage Loans sold by Borrower to F▇▇▇▇▇ M▇▇ to the Cash Collateral Account, each in form and substance satisfactory to Lender. (9) Receipt by Lender (of any fees due on the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;this Agreement. (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and Borrower must not have incurred any material liabilities, direct or contingent, other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises than in the continental United States where such International Based Financed Equipment may be located temporarilyordinary course of its business, so long as (i) prior to since the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Audited Statement Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent (or Agent shall have otherwise received) the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents Documents, Account Control Agreements, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) a legal opinion of Borrower’s counsel in form and substance reasonably acceptable to Agent; (c) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, certified by the Secretary of State of its state of incorporation, of Borrower; (de) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Due Diligence Fee (which has been paid prior to the Closing Date), Initial Facility Charge and reimbursement of LenderAgent’s and the Lenders’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreementscertified copies, dated as applicableof a recent date, of searches for financing statements filed in the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statements reasonably satisfactory to Agent) that the Liens on any Collateral indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Term Loan Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (terminated or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesreleased; (h) a Consent Letter from each Incumbent LenderIntellectual Property search results; (i) all certificates of insurance and copies of each insurance policy and endorsements required pursuant to Section 6.2; (j) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds duly executed copy of the initial AdvancePerfection Certificate and each exhibit and addendum thereto; and (jk) such other documents as Lender Agent may reasonably requestrequest in its good faith business discretion.

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

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

Initial Advance. Borrower The obligations of the Lenders to fund their respective Funding Shares of the initial Advance under this Agreement are subject to the Company's fulfillment of the following conditions precedent: (a) The Agent shall have delivered to Lender each of received the following, all of which must be satisfactory in form and content to the Agent in its sole discretion: (1) This Agreement duly executed by all parties; (2) The Senior Credit Notes, each duly executed by the Company; (3) The Guaranty, duly executed by the Guarantor; (4) UCC financing statements for the Collateral covered by this Agreement, each duly executed by the Company; (5) a UCC search report for the Company; (6) The Custody Agreement duly executed by the Company and Chase Texas as Custodian; (7) Certified copies of the Company's articles of incorporation and bylaws; (8) A favorable written opinion of counsel to the Company dated on or before the date of the initial Advance, addressed to the Lenders and the Agent and in form and substance reasonable satisfactory to Lender the Agent and its legal counsel (opinions required to be included therein are set forth in EXHIBIT H); (9) Original resolutions of the Company's board of directors, certified as of the date on which each of the following shall have been so delivered is referred to herein as initial Advance by the “Effective Date”): (a) executed originals Company's corporate secretary, authorizing the execution, delivery and performance by the Company of this Agreement, the Loan Documents Senior Credit Notes, the Custody Agreement and all other documents and instruments reasonably required Facilities Papers to be delivered by Lender the Company pursuant to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (b10) certified copy A certificate of resolutions of Borrower’s board of directors evidencing approval of the Company's corporate secretary as to (i) the Loan incumbency of the officers of the Company executing this Agreement, the Senior Credit Notes, the Custody Agreement, each applicable Request for Borrowing and all other transactions evidenced Facilities Papers executed or to be executed by or on behalf of the Loan Documents; Company and (ii) the Warrant authenticity of their signatures -- and transactions evidenced therebyspecimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it -- (the Agent and the Lenders shall be entitled to rely on that certificate until the Company has furnished a new certificate to the Agent); (c11) certified copies of the An Officer's Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where Company dated the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 date of the initial Advance may be used for and certifying truthfully that, after giving effect to that Advance, no Default or Event of Default will exist under this Agreement and that there has been no material adverse change since the purchase Statement Date in any of International Based Financed Equipment without delivering to Lender, prior the Central Elements relative to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial AdvanceCompany; and (j12) Copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Company's industry, all in form and content reasonably satisfactory to the Agent. 57 (13) Payment to the Agent of the Facility Fee (for deposit in the Note Payment Account and Pro Rata distribution to the Lenders, the Agent's Fee, the Custodian's Fee and all other documents fees and expenses (including the disbursements and reasonable fees of the Agent's and the Lenders' attorneys, subject to the limitation specified in SECTION 12.1) of the Agent and the Lenders accrued and billed for to the date of the Company's execution and delivery of this Agreement. (b) All directors and officers of the Company, all shareholders of the Company and all Affiliates of the Company or any parent or Subsidiary of the Company, to whom or which the Company shall be obligated (excluding obligations for officer or employee salary, bonuses or other compensation) either for borrowed money or for any other obligation of Fifty Thousand Dollars ($50,000) or more as Lender may reasonably requestof the date of this Agreement, shall have caused such Debt -- excluding only the debts and obligations described on SCHEDULE 7.1(B) -- to be Subordinated Debt, as defined in this Agreement, by executing and causing to be delivered to the Agent a Subordination Agreement substantially in the form of EXHIBIT C and taking all other steps, if any, required to cause such Debt to be Subordinated Debt, as so defined, and the corporate secretary of the Company shall have certified each such Subordination Agreement executed to satisfy the requirements of this Subsection to be true, complete and in full force and effect as of the date of the Advance.

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

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

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

Initial Advance. Lenders shall not be required to make the Initial Advance hereunder unless (a) Borrower has paid all fees due and payable to Lenders and Agent hereunder, (b) the initial Borrowing Notice is delivered to Agent on or before December 3, 1996, and (c) Borrower shall have delivered furnished to Lender each of Agent, with sufficient copies for Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Revolving Promissory Notes, payable to the order of each of Lenders, and all other documents and instruments reasonably required by Lender the Swingline Note, payable to effectuate the transactions contemplated hereby or to create and perfect the Liens order of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderNCB; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a A certificate of good standing for Borrower from its state Borrower, certified by the appropriate governmental officer, for the jurisdiction of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse EffectBorrower's formation; (eiii) a certificate of incumbency as to each Copies, certified by an officer of Borrower who is of each of Borrower's formation documents (including by-laws or code of regulations), together with all amendments thereto; (iv) An incumbency certificate, executed by an officer of Borrower, which shall identify by name and title and bear the signature of the Persons authorized to execute sign the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant make borrowings hereunder on behalf of Borrower, including, without limitation, the chief financial officer upon which certificate Agent and Lenders shall be entitled to rely until informed of any change in writing by Borrower; (fv) payment Copies, certified by the Secretary or Assistant Secretary, of Borrower's Board of Directors' resolutions, which shall provide either a shareholder or Board of Directors resolution (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing, as the case may be, the Advances provided for herein and the execution, delivery and performance of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial AdvanceLoan Documents; (gvi) Landlord Consents A written opinion of Borrower's counsel, addressed to Lenders in substantially the form of EXHIBIT I hereto; (vii) A certificate, signed by an officer of Borrower, stating that on the initial Borrowing Date no Default or Bailee Agreements, Unmatured Default has occurred and is continuing and that all representations and warranties of Borrower are true and correct as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Borrowing Date), such International Based Financed Equipment is relocated to such foreign premises; (hviii) The most recent financial statements of Borrower and a Consent Letter certificate from each Incumbent Lenderan officer of Borrower stating that no material adverse change in Borrower's financial condition has occurred since September 30, 1996; (iix) a Release Letter from each Incumbent Lender Written money transfer instructions, in substantially the form of EXHIBIT J hereto, addressed to Agent and signed by an Authorized Officer, together with respect to the Financed Equipment purchased with the proceeds of the initial Advance; andsuch other related money transfer authorizations as Agent may have reasonably requested; (jx) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be acceptable to the parties and their respective counsel.

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

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

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

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents Documents, Account Control Agreements, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) a legal opinion of Borrower’s counsel, in form and substance reasonably acceptable to Agent; (c) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (de) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (ef) a certificate of incumbency as evidence reasonably satisfactory to Agent that Borrower has received at least Twenty Million Dollars ($20,000,000.00) in unrestricted (including, not subject to any redemption, clawback, escrow or similar encumbrance or restriction) net cash proceeds from one or more bona fide equity financings, in each officer of Borrower who is authorized to execute the Loan Documentscase after December 16, the Warrant, 2019 and all other documents and instruments to be delivered pursuant prior to the Loan Documents and the Warrant on behalf of BorrowerClosing Date, including, without limitation, the chief financial officer of Borrowerin each case subject to verification by Agent (including supporting documentation reasonably requested by Agent); (fg) payment of the Due Diligence Fee, Initial Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from all certificates of insurance and copies of each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advanceinsurance policy required hereunder; and (ji) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents Documents, Account Control Agreements, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) a legal opinion of Borrower’s U.S. counsel in form and substance reasonably acceptable to Agent; (c) certified copy of resolutions of each Borrower’s board Board of directors Directors (and shareholder, with respect to Replimune UK) evidencing approval of (i) approval of the Loan and other transactions evidenced by the Loan DocumentsDocuments (ii) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf; (iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (including, if relevant, any Advance Request or other relevant notice) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party; and (iiiv) (A) acknowledging that the Warrant Board of Directors are acting for a proper purpose and transactions evidenced therebythat the Loan Documents are in the best interests of that Borrower and for its commercial benefit; and (B) acknowledging that the relevant Borrower was solvent and there were reasonable grounds to expect that the relevant Borrower would continue to be solvent after executing and complying with its obligations under the Loan Documents; (cd) certified copies of the Certificate of Incorporation constitutional documents and (as applicable) the Bylaws, as amended through the Closing Date, of Borrower; (de) other than with respect to Replimune UK, a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would reasonably be expected to have a Material Adverse Effect; (ef) a certificate of incumbency as to each officer a director of Borrower who is authorized to execute Replimune UK confirming that guaranteeing or securing the Loan Documents, the Warrant, and all other documents and instruments would not cause any guaranteeing or similar limit binding on Replimune UK to be delivered pursuant exceeded and certifying that each copy document relating to the Loan Documents it specified in this Section 4, is correct, complete and the Warrant on behalf original of Borrowersuch copy document, including, without limitation, is in full force and effect and has not been amended or superseded as at a date no earlier than the chief financial officer of BorrowerClosing Date; (fg) in respect to any UK PSC Loan Party, a copy of the PSC Register together with confirmation from an authorized signatory that no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of the shares pledged as Collateral; (h) payment of the Due Diligence Fee, Facility Charge and reimbursement of LenderAgent’s and the Lenders’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement all certificates of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect insurance and copies of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advanceinsurance policy required hereunder; and (j) such other documents as Lender Agent may reasonably request.

Initial Advance. The Lenders shall not be required to make an Advance hereunder or issue a Facility Letter of Credit hereunder after the Agreement Execution Date, unless (a) Borrower shall, prior to or concurrently with such Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (ai) The duly executed originals of the Loan Documents, including the Notes, payable to the order of each of the Lenders, this Agreement, the Subsidiary Guaranty, and the Parent Guaranty; (ii) (A) Certificates of good standing for Borrower, the Parent Guarantor and each Subsidiary Guarantor, from the State of Delaware for Borrower and the states of organization of the Parent Guarantor and each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, and (B) foreign qualification certificates for each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, for each other jurisdiction where the failure of such Subsidiary Guarantor to so qualify or be licensed (if required) is reasonably expected to have a Material Adverse Effect, provided that in the case of both clause (A) and clause (B) Borrower’s delivery of such certificates may be postponed until a date fifteen (15) days after the Agreement Execution Date; (iii) Copies of the formation documents (including code of regulations, if appropriate) of Borrower, the Parent Guarantor and the Subsidiary Guarantors, certified by an officer of Borrower, Parent Guarantor or such Subsidiary Guarantor, as appropriate, together with all amendments thereto, provided that a certificate of no change from Borrower may be delivered if no changes have occurred in such documents since their delivery under the Original Credit Agreement; (iv) Incumbency certificates, executed by officers of Borrower, Parent Guarantor and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and all to make borrowings hereunder on behalf of Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower, Parent Guarantor or any such Subsidiary Guarantor and provided further that a certificate of no change from Borrower may be delivered if no changes have occurred in such certificates since their delivery under the Original Credit Agreement; (v) Copies, certified by a Secretary or an Assistant Secretary of Borrower, Parent Guarantor and each Subsidiary Guarantor, of the Board of Directors’ resolutions (and resolutions of other documents and instruments bodies, if any are reasonably required deemed necessary by Lender to effectuate counsel for any Lender) authorizing the transactions contemplated hereby or to create and perfect the Liens of Lender Advances provided for herein, with respect to all CollateralBorrower, in all cases and the execution, delivery and performance of the Loan Documents to be executed and delivered by Borrower, Parent Guarantor and each Subsidiary Guarantor hereunder; (vi) A written opinion of Borrower’s, Parent Guarantor’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in form and substance as the Administrative Agent may reasonably acceptable to Lenderapprove; (bvii) certified copy of resolutions A certificate, signed by an officer of Borrower’s board , stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of directors evidencing approval Borrower are true and correct as of (i) the Loan initial Borrowing Date provided that such certificate is in fact true and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced therebycorrect; (cviii) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, The most recent financial statements of Borrower; (dix) a certificate UCC financing statement, judgment, and tax lien searches with respect to those Subsidiary Guarantors which were not previously parties to the Subsidiary Guaranty under the Original Credit Agreement from their respective states of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effectorganization; (ex) a certificate Written money transfer instructions, in substantially the form of incumbency as to each officer of Borrower who is authorized to execute the Loan DocumentsExhibit E hereto, the Warrant, and all other documents and instruments to be delivered pursuant addressed to the Loan Documents Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerAdministrative Agent may have reasonably requested; (fxi) payment Evidence that all upfront fees due to each of the Facility Charge and reimbursement Lenders under the terms of Lender’s current expenses reimbursable pursuant to this Agreementtheir respective commitment letters have been paid, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion paid out of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial AdvanceAdvance hereunder; (xii) Delivery of all Eligible Unencumbered Property Qualification Documents and the satisfaction of all requirements set forth in Section 2.22(i) with respect to the Initial Unencumbered Properties, which must be comprised of at least fifteen (15) Unencumbered Properties having an aggregate Unencumbered Property Pool Value of at least $175,000,000; (xiii) Delivery of a pro forma compliance certificate in the form of Exhibit C reflecting any covenant changes effected by this Agreement; and (jxiv) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make an Advance hereunder or issue a Facility Letter of Credit hereunder after the Agreement Execution Date, unless (a) Borrower shall, prior to or concurrently with such Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, this Agreement, the Subsidiary Guaranty, the Parent Guaranty, the Collateral Assignment and all the other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSecurity Documents; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower, the Parent Guarantor and each Subsidiary Guarantor, from the State of Delaware for Borrower from its state and the states of incorporation organization of the Parent Guarantor and similar each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of such Subsidiary Guarantor to so qualify or be qualified would licensed (if required) is reasonably expected to have a Material Adverse Effect; (eiii) Copies of the formation documents (including code of regulations, if appropriate) of Borrower, the Parent Guarantor and the Subsidiary Guarantors, certified by an officer of Borrower, Parent Guarantor or such Subsidiary Guarantor, as appropriate, together with all amendments thereto, provided that a certificate of incumbency as to each officer no change from Borrower may be delivered if no changes have occurred in such documents since their delivery under the Original Credit Agreement; (iv) Incumbency certificates, executed by officers of Borrower who is Borrower, Parent Guarantor and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of Borrower, includingupon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower, without limitationParent Guarantor or any such Subsidiary Guarantor and provided further that a certificate of no change from Borrower may be delivered if no changes have occurred in such certificates since their delivery under the Original Credit Agreement; (v) Copies, certified by a Secretary or an Assistant Secretary of Borrower, Parent Guarantor and each Subsidiary Guarantor, of the chief Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Advances provided for herein, with respect to Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by Borrower, Parent Guarantor and each Subsidiary Guarantor hereunder; (vi) A written opinion of Borrower’s, Parent Guarantor’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in form and substance as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial officer statements of Borrower; (fix) payment Copies of the Facility Charge UCC financing statement, judgment, and reimbursement tax lien searches with respect to Borrower, Parent Guarantor and each Subsidiary Guarantor from their respective states of Lender’s current expenses reimbursable pursuant to this organization obtained under the Original Credit Agreement, which amounts may be deducted from the initial Advance; (gx) Landlord Consents or Bailee AgreementsWritten money transfer instructions, as applicablein substantially the form of Exhibit E hereto, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior addressed to the disbursement of Administrative Agent and signed by an Authorized Officer, together with such Advance, any Landlord Consents in respect of other related money transfer authorizations as the premises in the continental United States where such International Based Financed Equipment Administrative Agent may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premiseshave reasonably requested; (hxi) a Consent Letter from Evidence that all upfront fees due to each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to of the Financed Equipment purchased with Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (xii) Delivery of all Eligible Borrowing Base Property Qualification Documents and the satisfaction of all Collateral Inclusion Conditions with respect to the Initial Borrowing Base Properties, which must be comprised of at least four Borrowing Base Properties having a Borrowing Base Value of at least $50,000,000; and (jxiii) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. The Lender shall not be required to make the initial Advance hereunder unless (a) Borrower shall, prior to or concurrently with such Advance, have paid all fees due and payable to the Lender hereunder, and (b) Borrower shall have delivered furnished to Lender each the Lender, all of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Note, this Agreement, the applicable Subsidiary Guaranties, the Parent Guaranty, the Collateral Assignment and all the other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSecurity Documents; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cA) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower Borrower, the Parent Guarantor and any then-current Subsidiary Guarantors from its state their states of incorporation organization, certified by the appropriate governmental officer and similar dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all other jurisdictions for each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for the jurisdiction in which it does business and where the failure to be qualified would have a Material Adverse Effectsuch Subsidiary Guarantor’s Borrowing Base Property is located; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of Borrower, the Parent Guarantor and any then-current Subsidiary Guarantors, certified by an officer of Borrower who is Borrower, Parent Guarantor or such Subsidiary Guarantor, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of Borrower, Parent Guarantor and any then-current Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of Borrower, includingupon which certificate the Lender shall be entitled to rely until informed of any change in writing by Borrower, without limitation, the chief financial officer of BorrowerParent Guarantor or any such Subsidiary Guarantor; (fv) payment Copies, certified by a Secretary or an Assistant Secretary of Borrower, Parent Guarantor or any then-current Subsidiary Guarantor, of the Facility Charge Board of Directors’ resolutions (and reimbursement resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Lender’s current expenses reimbursable pursuant ) authorizing the Advances provided for herein, with respect to this AgreementBorrower, which amounts may and the execution, delivery and performance of the Loan Documents to be deducted from the initial Advanceexecuted and delivered by Borrower, Parent Guarantor and any such Subsidiary Guarantor hereunder; (gvi) Landlord Consents or Bailee AgreementsA written opinion of Borrower’s and Parent Guarantor’s counsel, addressed to the Lender in form and substance as applicable, for the premises where the Financed Equipment will, upon completion Lender may reasonably approve; (vii) The most recent financial statements of transit, be located; provided, that up to $3,750,000 Borrower and Parent Guarantor; (viii) Copies of the initial Advance may be used for the purchase UCC financing statement, judgment, and tax lien searches with respect to Borrower, Parent Guarantor and any then-current Subsidiary Guarantor from their respective states of International Based Financed Equipment without delivering to Lender, prior organization; (ix) Written money transfer instructions addressed to the disbursement Lender and signed by an Authorized Officer; (x) Delivery of such Advance, any Landlord Consents in all Qualification Documents and the satisfaction of all Collateral Inclusion Conditions with respect to the initial Borrowing Base Properties; (xi) Delivery of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement a Compliance Certificate as of such AdvanceJune 30, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, 2013 and (ii) within 90 days a pro forma Compliance Certificate as of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date)September 30, such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance2013; and (jxii) such Such other documents as the Lender or its counsel may have reasonably requestrequested prior to the Agreement Execution Date, the form and substance of which documents shall be reasonably acceptable to the Lender and its counsel. By execution of this Agreement, Lender acknowledges and agrees that Lender has received and reviewed all of the items set forth in this Section 4.1, and all such items are acceptable to Lender and its counsel.

Initial Advance. Borrower The Lenders shall have delivered not be required to Lender each make the initial Advance hereunder unless the General Partner (in its capacity as the general partner of the following, in form Borrower and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):Guarantor) and the Borrower have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, the Guaranty, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Copies of the Certificate certificate of Incorporation limited partnership of the Borrower, together with all amendments, and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing or partnership qualification (if issued), both certified by the appropriate governmental officer of the State of Tennessee, and foreign qualification certificates, certified by the appropriate governmental officer, for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and each jurisdiction where the failure to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) Copies, certified by an officer of the General Partner of the Borrower, of its Partnership Agreement, together with all amendments; (iv) Copies of the formation and organizational documents of the Trust, together with all amendments, and a certificate of incumbency as to each good standing, both certified by the appropriate governmental officer of Borrower who is the State of Maryland, and foreign qualification certificates, including, but not limited to, a Certificate of Trust filed with the Secretary of State of Maryland, certified by the appropriate governmental officer, for each jurisdiction where the failure to so qualify or be licensed (if required) would have a Material Adverse Effect; (v) An incumbency certificate, executed by an officer of the General Partner, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of the Borrower, including, without limitation, upon which certificate the chief financial officer Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (fvi) payment Copies of the Facility Charge articles of incorporation of the General Partner, together with all amendments, and reimbursement a certificate of Lender’s current expenses reimbursable pursuant good standing, both certified by the appropriate governmental officer of the State of Tennessee, and foreign qualification certificates, certified by the appropriate governmental officer, for each jurisdiction where the failure to this Agreement, which amounts may so qualify or be deducted from the initial Advancelicensed (if required) would have a Material Adverse Effect; (gvii) Landlord Consents Copies, certified by the Secretary or Bailee AgreementsAssistant Secretary of the General Partner, of its by-laws, together with all amendments, and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the borrowing provided for herein and the execution, delivery and performance of the Loan Documents by the General Partner to be executed and delivered by it hereunder on behalf of itself and the Borrower and of the Guaranty by the General Partner and Trust in their capacity as applicablethe Guarantors; (viii) An incumbency certificate, for executed by the premises where Secretary or Assistant Secretary of the Financed Equipment willGeneral Partner and Trust, upon completion respectively, which shall identify by name and title and bear the signature of transitthe officers of the General Partner and Trust authorized to sign this Agreement and the Guaranty; (ix) A written opinion of the Borrower, be located; providedGeneral Partner and Trust's counsel, addressed to the Lenders in substantially the form of Exhibit "D" hereto; (x) A certificate, signed by an officer of the General Partner of the Borrower, stating that up to $3,750,000 on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower and the General Partner are true and correct as of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Borrowing Date), such International Based Financed Equipment is relocated to such foreign premises; (hxi) The most recent financial statements of the General Partner and the Borrower and a Consent Letter certificate from each Incumbent Lenderan officer of the General Partner that no material adverse change in the Borrower's or General Partner's financial condition has occurred since the date of such statements; (ixii) a Release Letter from each Incumbent Lender UCC financing statement, judgment, and tax lien searches with respect to the Financed Equipment purchased with Borrower, General Partner and the proceeds of the initial Advance; andTrust from Maryland and Tennessee; (jxiii) Written money transfer instructions, in substantially the form of Exhibit "G" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xiv) A Pricing Certificate prepared in accordance with Section 2.4; (xv) Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be acceptable to the parties and their respective counsel.

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

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

Initial Advance. 4.1.1. The Lenders shall not be required to make the initial Advance hereunder and this Agreement shall not become effective unless the Borrower shall have delivered has furnished to Lender each the Agent with sufficient copies for the Lenders: (i) Copies of the following, in form and substance satisfactory to Lender (the date on which each articles of incorporation of the following shall have been so delivered is referred to herein as Borrower, together with all amendments, and a certificate of status, both certified by the “Effective Date”):appropriate governmental officer in its jurisdiction of incorporation. (aii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed originals by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and all other documents to make borrowings hereunder, upon which certificate the Agent and instruments reasonably required the Lenders shall be entitled to rely until informed of any change in writing by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Borrower. (biv) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced A certificate, signed by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of the Borrower;, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (fv) payment A written opinion of the Facility Charge Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit "E" hereto. (vi) Notes payable to the order of each of the Lenders. (vii) Written money transfer instructions, in substantially the form of Exhibit "G" hereto, addressed to the Agent and reimbursement of Lender’s current expenses reimbursable pursuant signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) Such other documents as any Lender or its counsel may have reasonably requested. 4.1.2. The Lenders shall not be required to this Agreement, which amounts may be deducted from make the initial Advance; (g) Landlord Consents Advance hereunder, unless prior to or Bailee Agreements, as applicable, for concurrently with the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 making of the initial Advance may be used for hereunder, the purchase Credit Agreement, dated as of International Based Financed Equipment without delivering to LenderAugust 8, prior 1995, among the Borrower, the lenders named therein and The First National Bank of Chicago, as agent shall have been terminated and the Borrower shall have paid to the disbursement lenders and the agent thereunder any and all unpaid principal of such Advanceand accrued and unpaid interest on the notes evidencing the obligations thereunder, and any Landlord Consents in respect and all other obligations of the premises Borrower thereunder arising under or in the continental United States where connection with such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestCredit Agreement.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has furnished to Lender each the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the following, in form and substance satisfactory to Lender (the date on which each articles of incorporation of the following shall have been so delivered is referred to herein as Borrower, together with all amendments, and a certificate of good standing, each certified by the “Effective Date”):appropriate governmental officer in its jurisdiction of incorporation. (aii) executed originals Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its 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 and all other documents and instruments reasonably required by Lender to effectuate which the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Borrower is a party. (biii) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced An incumbency certificate, executed by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Secretary or Assistant Secretary of the Certificate Borrower, which shall identify by name and title and bear the signatures of Incorporation the Authorized Officers and any other officers of the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Warrant on behalf Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officer of the Borrower, includingstating 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, without limitationin substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) Evidence of the termination of the Revolving Credit Agreement, dated as of December 21, 2001 by and among the Borrower, the chief financial officer lenders party thereto, and Bank One, NA, as administrative agent thereunder, and evidence of Borrower;the repayment in full of all Debt and other obligations thereunder. (fix) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as any Lender or its counsel may have reasonably requestrequested.

Initial Advance. Borrower The initial Advance hereunder shall have delivered occur no later --------------- than October 30, 1998. No Lender shall be required to make the Term Loans or any initial Revolving Loan or purchase participations in the Letters of Credit, Swing Loans or Alternate Currency Loans hereunder, no Issuing Lender each shall be required to issue the initial Letter of the followingCredit hereunder, in form and substance satisfactory no Swing Loan Lender shall be required to make any Swing Loans hereunder, and no Alternate Currency Lender (the date on which each of the following shall have been so delivered is referred be required to herein as the “Effective Date”): make any Alternate Currency Loan hereunder unless (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender Company has furnished or caused to effectuate be furnished to the transactions contemplated hereby or to create and perfect Agent with sufficient copies for the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Lenders: (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Copies of the Certificate articles of Incorporation incorporation of each Borrower and the Bylawseach Guarantor Subsidiary, as amended through the Closing Datetogether with all amendments, of Borrower; (d) and a certificate of good standing standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation, along with copies, certified as a true up to date copy, dated not more than fifteen (15) days prior to the date of this Agreement, by a duly authorized officer of each of the French Borrowing Subsidiaries, of the constitutional documents of the French Borrowing Subsidiaries, as filed with the Registry of Commerce and Companies and a K-bis record, dated not more than fifteen (15) days prior to the date of this Agreement. (ii) Copies, certified by the Secretary or Assistant Secretary of each Borrower and each Guarantor Subsidiary, of its by-laws, "statuts" or comparable governance documents 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 each Borrower and each Guarantor Subsidiary, which shall identify by name and title and bear the signature of the officers of such Borrower or such Guarantor Subsidiary, as applicable, authorized to sign the Loan Documents and, if applicable, to make borrowings hereunder, upon which certificate the Agent, the Lenders, the Swing Loan Lenders and the Issuing Lenders shall be entitled to rely until informed of any change in writing by the Company. (iv) A certificate, signed by a Financial Officer of the Company, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A certificate, signed by a Financial Officer of the Company, stating that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct in all material respects. (vi) A written opinion of the counsel (a) to the Company and the Guarantor Subsidiaries with respect to U.S. law addressed to each of the Lenders, in substantially the form of Exhibit E --------- hereto, (b) to the Company and the French Borrowing Subsidiaries with respect to the laws of France addressed to each of the Lenders in substantially the form of Exhibit F-1 ----------- hereto, (c) to the Company and the Dutch Borrowing Subsidiaries with respect to the laws of The Netherlands addressed to each of the Lenders in substantially the form of Exhibit F-2 hereto, ----------- (d) to the Company and the German Borrowing Subsidiaries with respect to the laws of Germany addressed to each of the Lenders in substantially the form of Exhibit F-3 hereto, and (e) to the ----------- Company and the UK Borrowing Subsidiaries with respect to Scottish law addressed to each of the Lenders in substantially the form of Exhibit F-4 hereto. ----------- (vii) The Notes payable to the order of each of the Lenders. (viii) Evidence satisfactory to the Agent and the Required Lenders that the Company's directors and shareholders, and, to the extent required under applicable law, the directors and shareholders of any of the Company's Acquisition Subsidiaries (and, to the extent required under applicable law, the directors and shareholders of Schlumberger) shall have approved the Schlumberger Acquisition. (ix) Evidence of regulatory and legal approval, if any, for the Schlumberger Acquisition and the financing described herein, including without limitation any French or European Union regulatory approvals. (x) A Certificate signed by either the chief executive officer or the chief financial officer of the Company that since December 31, 1997, no change, event, development or combination of developments shall have occurred which, individually or in the aggregate has resulted in a Material Adverse Effect on the business acquired pursuant to the Schlumberger Acquisition. (xi) Unqualified audited financial statements for the last three fiscal years with respect to the fuel dispenser, manufacturing, sales and service business units of Schlumberger, certified by Befec Price Waterhouse, including balance sheets, related profit and loss and reconciliation of surplus statements and a statement of cash flows, together with copies of such financial statements which have been translated into English and converted into Dollar Amounts as of and for the periods stated by Befec Price Waterhouse. (xii) An Officer's Certificate from a Financial Officer of the Company with respect to value, solvency, and other appropriate factual information regarding the Company and its state Subsidiaries, including without limitation the Borrowing Subsidiaries, that after giving effect to the Schlumberger Acquisition, the Company and its Subsidiaries, including the Borrowing Subsidiaries, on a consolidated basis, are solvent and will be solvent subsequent to incurring the Indebtedness to be incurred in connection with the Schlumberger Acquisition, will be able to pay their debts and liabilities as they become due, and will not be left with unreasonably small capital with which to engage in their businesses. (xiii) Evidence reasonably satisfactory to the Agent that the Borrowers and each of incorporation their Subsidiaries (a) has made a full and similar certificates from complete assessment of the Year 2000 Issues; (b) has a realistic and achievable program for remediating the Year 2000 Issues, including a timetable and budget of anticipated costs; and (c) has a source of funds as required in such budget. (xiv) Pro Forma opening financial statements ("Pro Forma Opening --------- Statements") giving effect to the Schlumberger Acquisition and projections ("Updated Projections") updating the projections dated as of June 16, 1998 ("Earlier Projections") previously provided to the Agent, together with such information as the Agents and the Required Lenders may reasonably request to confirm the tax, legal, and business assumptions made in such Pro Forma Opening Statements and Updated Projections which Pro Forma Opening Statements and Updated Projections demonstrate, in the reasonable judgment of the Agents and the Required Lenders, together with all other jurisdictions information then available to the Agents and the Required Lenders, that the ability of the Company and its Subsidiaries to repay their debts and satisfy their respective other obligations as and when due and to comply with the financial covenants acceptable to the Agents and Required Lenders has not changed in any material respect from the Earlier Projections. (xv) Such other documents as any Lender or its counsel may have reasonably requested including without limitation those documents set forth on the List of Closing Documents attached hereto as Exhibit G. --------- and (b) (i) There shall be no injunction or temporary restraining order which, in the judgment of the Agent or the Required Lenders, would prohibit the making of the Advance or the consummation of the Schlumberger Acquisition. (ii) There shall be no litigation which it does business and where the failure would reasonably be expected to be qualified would have result in a Material Adverse Effect;. (eiii) The Agent and the Lenders shall be satisfied with the results of the due diligence investigation of the Borrowing Subsidiaries including, without limitation, contingent liabilities and contractual obligations. (iv) All financial, accounting and tax aspects of the Schlumberger Acquisition shall be acceptable to the Agent and the Lenders. (v) The representations and warranties contained in the Acquisition Agreement shall be accurate in all material respects as of the date of the Schlumberger Acquisition; the Acquisition Agreement shall not have been amended or modified by the Company without the prior agreement and consent of the Agent; and the conditions to the consummation of the Schlumberger Acquisition set forth in the Acquisition Agreement, other than the transfer of funds, shall have been satisfied or, with the prior written consent of the Agent, waived. (vi) All obligations of the Company or the Borrowing Subsidiaries under existing loan facilities shall have been prepaid (other than Indebtedness scheduled on Schedule 6.18). ------------- (vii) Liens creating a certificate first priority security interest in the Collateral subject to Liens permitted hereunder in favor of incumbency as to each officer the Agent on behalf of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered Lenders shall have been granted pursuant to the Loan Documents and appropriate financing statements shall have been signed by the Warrant on behalf Borrowers in proper form for filing in the appropriate jurisdictions to perfect such security interests. (viii) No Material Adverse Change shall have occurred since (i) May 31, 1998 in the case of Borrowerthe Company and its Subsidiaries (not including the fuel dispenser, manufacturing, sales and service business units of Schlumberger) and (ii) December 31, 1997 in the case of the fuel dispenser, manufacturing, sales and service business units of Schlumberger. (ix) Each of the Loan Documents shall have been duly executed by the Borrowers and the Subsidiary Guarantors parties thereto. (x) The terms and conditions of the Seller Subordinated Notes, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may subordination provisions, interest rate, maturity, amortization, premiums, fees, blockage periods, standstill periods, covenants, events of default and remedies, shall be located temporarily, so long as (i) prior acceptable to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect Agent and the Lenders. (xi) The terms and conditions of the foreign premises where such International Based Financed Equipment Seller Equity Interests issued by the Company to Schlumberger shall be acceptable to the Agent and the Lenders. (xii) The Seller Senior Subordinated Note shall constitute payment of not less than $170,000,000 of the purchase price for the Schlumberger Acquisition. The Seller Junior Subordinated Note shall constitute payment of not less than $40,000,000 of the purchase price for the Schlumberger Acquisition. The Seller Equity Interests shall constitute payment of not less than $20,000,000 of the purchase price for the Schlumberger Acquisition. Not less than $20,000,000 of the purchase price for the Schlumberger Acquisition will be located upon completion of transit, and paid in additional Seller Subordinated Notes or Seller Equity Interests (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date"Additional Junior Security"), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. Borrower shall have delivered to Lender each The obligation of the followingLender to make the initial --------------- Advance under this Agreement is subject to the satisfaction, in form and substance satisfactory to Lender (the reasonable discretion of the Lender, on or before the date on which each thereof, of the following shall have been so delivered is referred to herein as the “Effective Date”):conditions precedent: (a) executed originals The Lender shall have received the following, all of which must be satisfactory in form and content to the Lender, in its reasonable discretion: (1) The Loan Documents dated as of the date hereof duly executed by the Company and the Guaranty dated as of even date herewith executed by the Guarantor; (2) Certified copies of the Company's articles of incorporation and bylaws and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority: (3) An original resolution of the board of directors of the Company, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Company pursuant to this Agreement; (4) A certificate (in the form of Exhibit "H") of the Company's ----------- corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and each Request for Advance and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender); (5) Financial statements of NAB (and instruments reasonably required its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1996 (the "Statement Date") and related statements of income, changes in stockholders' equity and cash flows for the period ended on the Statement Date and a balance sheet as of September 30, 1997 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens independent certified public accountants of Lender with respect to all Collateral, in all cases in form and substance reasonably recognized standing acceptable to the Lender; (b6) certified copy Certified copies of resolutions NAB's articles of Borrower’s incorporation and bylaws and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that NAB is in good standing with said taxing authority: (7) An original resolution of the board of directors evidencing approval of (i) NAB, certified as of the Loan date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of the Guaranty and all other transactions evidenced instruments or documents to be delivered by the Loan Documents; and (ii) the Warrant and transactions evidenced therebyNAB pursuant to this Agreement; (c8) A certificate (in the form of Exhibit "I") certified copies of NAB's ----------- corporate secretary as to the resolution of the Certificate board of Incorporation directors of NAB authorizing the execution, delivery and performance of the Guaranty and the Bylaws, as amended through incumbency and authenticity of the Closing Date, signatures of Borrower; (d) a certificate the officers of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where NAB executing the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, Guaranty and all other instruments or documents and instruments to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerLender); (f10) payment A tax, lien and judgment search of the Facility Charge appropriate public records for the Company and reimbursement NAB, including a search of Lender’s current expenses reimbursable pursuant to this AgreementUniform Commercial Code financing statements, which amounts may be deducted from search shall not have disclosed the initial Advanceexistence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder; (g11) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion Certificates of transit, be located; provided, that up to $3,750,000 insurance of the initial Advance may be used for Company's errors and omissions insurance policy and blanket bond coverage policy, all in form and content satisfactory to the purchase of International Based Financed Equipment without delivering to Lender, prior to showing compliance by the disbursement of such Advance, any Landlord Consents in respect Company as of the premises in date of this Agreement with the continental United States where related provisions of Section 6.8 hereof and showing Lender as a joint loss payee or containing an endorsement with a direct loss-payee feature on such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisespolicies; (h12) a Consent Letter from each Incumbent Executed financing statements in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Lender; (i13) a Release Letter from each Incumbent Lender with respect Evidence that the Funding Account has been established and pledged to the Financed Equipment purchased with the proceeds of the initial Advance; andLender; (j14) such other documents as Lender may reasonably requestEvidence that the purchase and sale between the Company and Pacific Southwest Bank covering certain Eligible Construction Loans has been consummated.

Initial Advance. (i) Assuming the conditions for the ---------------- effectiveness of this Agreement set forth in Section 4(a) are satisfied, the initial Advance hereunder shall be deemed to be the Advances made under the Existing Working Capital Agreement to the Partnership that are outstanding and assumed by Borrower pursuant to the Reorganization. In addition to the conditions in Section 4(a), the Lenders shall have delivered no obligation to Lender each make the initial Advance under the Working Capital Loan unless the Agent shall have received all of the following, at the Agent's office in Denver, Colorado, duly executed and delivered and in form and substance satisfactory to Lender the Agent and its counsel: (A) This Agreement, executed by Borrower, the date on which each Agent and the Lenders; (B) The Working Capital Notes; (C) Counterparts of the following shall have been so delivered is referred Security Documents, duly executed and acknowledged by Borrower, together with the appropriate financing statements, as may be necessary or advisable under applicable law in order to herein as perfect and maintain, to the “Effective Date”):full extent permitted by applicable law, the first priority liens and security interests created thereby; (aD) Evidence that the Agent has been named as mortgagee/loss payee under all policies of casualty insurance, and as an additional insured under all policies of liability insurance, as required by Section 9(f); (E) A certificate, dated the Loan Date and executed originals by the president or a vice president of Borrower, stating the substance of Subsections 4(b)(ii)(A), (C) and (D); (F) A certificate, dated the Loan Date and executed by the Secretary or assistant Secretary of Borrower, which shall contain the names and signature of the officers of Borrower authorized to execute the Loan Documents on behalf of Borrower, and which shall certify to the correctness and completeness of the articles of incorporation and bylaws of Borrower, and the resolutions duly adopted by the Board of Directors of Borrower authorizing the execution of the Loan Documents and all the consummation of the transactions contemplated herein and therein; (G) Certificates from the Delaware Secretary of State as to the good standing of Borrower and from the Colorado Secretary of State, Borrower's principal place of business, as to Borrower's qualification to do business in such state; and (H) All other documents and instruments assurances which the Agent reasonably required by Lender to effectuate requires or which it may reasonably request in connection with the transactions contemplated hereby by this Agreement, and such documents shall be certified, when appropriate, by proper authorities. (ii) The Lenders shall have no obligation to make any Advances hereunder unless the following shall be true and correct on and as of the date of such Advance: (A) All representations and warranties contained in Section 8 and in the Security Documents shall be true on the Loan Date as if then given, and Borrower shall have performed or observed all terms, agreements, conditions and obligations hereunder and under the Security Documents to create and perfect be performed or observed on or prior to the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderLoan Date; (bB) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) All legal matters incident to the Working Capital Loan shall be satisfactory to counsel to the Agent, and the Agent shall have received on the Loan Date favorable opinions addressed to the Agent and other transactions evidenced by the Loan Documents; Lenders of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, and ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., co-counsel for Borrower, substantially in the form set forth in Exhibit D, together with the certificate provided --------- for in such Exhibit, which opinions collectively shall cover the matters set forth in Sections 8(a)(i), (ii) and (iii), (b), (c), (d), (e), (r) and (s), and such other matters as the Warrant and transactions evidenced therebyAgent or its counsel may reasonably request; (cC) certified copies No Event of Default or Unmatured Event of Default shall have occurred and be continuing or would result from the making of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial requested Advance; and (jD) such other documents Since December 31, 1995, there has been no material adverse change in the business, financial position or results of operations of the Partnership, as Lender may reasonably requestassigned to and assumed by Borrower pursuant to the Reorganization.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents (other than the Warrant, which shall be an original), Account Control Agreements, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) a legal opinion of ▇▇▇▇▇▇▇▇’s counsel in form and substance reasonably acceptable to Agent; (c) certified copy of resolutions of Borrower▇▇▇▇▇▇▇▇’s board of directors and, with respect to enGene Inc., shareholders evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; Documents and (ii) the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation Incorporation, the Bylaws and the Bylawsother organizational documents, as amended through the Closing Date, of Borrower; (de) a certificate of good standing (or equivalent) for Borrower from its state jurisdiction of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Due Diligence Fee, Facility Charge and reimbursement of LenderAgent’s and the Lenders’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion all certificates of transit, be located; provided, that up to $3,750,000 insurance and copies of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premiseseach insurance policy required hereunder; (h) a Consent Letter evidence of ▇▇▇▇▇▇▇▇’s receipt of at least Seven Million Five Hundred Thousand Dollars ($7,500,000.00) in unrestricted (including, not subject to any redemption, clawback, escrow or similar encumbrance or restriction) net cash proceeds from each Incumbent Lenderone or more bona fide equity financings, from November 11, 2021 and the Closing Date, subject to verification by Agent (including supporting documentation requested by Agent), the receipt of which Agent hereby awknowledges; (i) a Release Letter from each Incumbent Lender with respect evidence that (i) all indebtedness owing to, and the Liens securing Indebtedness owed by Borrower to, [***] will be terminated, (ii) the Liens securing Indebtedness owed by Borrower to BDC on any Intellectual Property will be terminated and (iii) the Financed Equipment purchased documents and/or filings evidencing the perfection of the Liens to be terminated, including without limitation any financing statements and/or control agreements, have or will, concurrently with the proceeds funding of the initial AdvanceLoan, be terminated; and (j) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) Subject to Section 4.4, duly executed originals copies of the Loan Documents (other than the Warrant, which shall be an original) and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified a legal opinion of Borrower’s counsel in form and substance reasonably acceptable to Agent; (c) a copy of resolutions of Borrower’s board of directors Board evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby, certified by an officer of Borrower; (cd) certified copies of the Certificate Charter of Incorporation Borrower, certified by the Secretary of State of the applicable jurisdiction of organization and the Bylawsother Organizational Documents, as amended through the Closing Date, of Borrower, certified by an officer of Borrower; (de) a certificate certificates of good standing for Borrower from its state the applicable jurisdiction of incorporation organization and similar certificates from all other jurisdictions jurisdiction in which it Borrower does business and where the failure to be qualified would could have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Due Diligence Fee, Initial Facility Charge and reimbursement of LenderAgent’s and Lenders’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreementsa duly executed payoff letter from each holder of Existing Indebtedness, as applicablein form satisfactory to Agent, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, together with evidence that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one Liens securing the Existing Indebtedness have or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, terminated and (ii) within 90 days the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have been or will be, promptly following the Effective Date (initial Advance, released or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesotherwise terminated; (h) a Consent Letter from all certificates of insurance, endorsements, and copies of each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect insurance policy required pursuant to the Financed Equipment purchased with the proceeds of the initial AdvanceSection 6.2; and (ja) such other documents as Lender Agent may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals of the Loan Documents this Agreement, the Warrant, the Mortgage, the Note, Collateral Information Certificate, the ACH Authorization and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) an Account Control Agreement with respect to G▇▇▇▇ Energy Inc.’s money market account and operating account at J▇ ▇▇▇▇▇▇ Chase; (c) the Disclosure Letter; (d) certified copy of resolutions of each Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (ce) certified copy of resolutions of at least two-thirds of the holders of G▇▇▇▇ Energy Inc.’s Series C Preferred Stock and Series B Preferred Stock voting together as a class evidencing approval of the incurrence of indebtedness under the Loan Documents and issuance of the Warrant; (f) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of each Borrower; (dg) a certificate of good standing as of a recent date for each Borrower from its state of incorporation Delaware and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (fh) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (gi) Landlord Consents or Bailee AgreementsLender shall be reasonably satisfied that this Agreement and the Mortgage with respect to the E▇▇▇▇▇ Property will create upon recording (A) first priority, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up perfected Lien (subject only to $3,750,000 Permitted Liens) on at least 80% of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect total value of the premises proved E▇▇▇▇▇ Property evaluated in the continental United States where such International Based Financed Equipment may Initial Reserve Report; (j) Lender shall be located temporarily, so long as reasonably satisfied with the environmental condition of the E▇▇▇▇▇ Property of the Borrower; (k) Lender shall have received an opinion of (i) prior Fulbright & J▇▇▇▇▇▇▇ L.L.P., special counsel to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitBorrower, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect S▇▇▇▇▇▇ M▇▇▇▇▇▇▇ H▇▇▇▇▇ LLP, local counsel to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advancein Kansas; and (jl) such other documents as Lender may reasonably request.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has furnished to Lender each the Agent: (i) Copies of the following, in form and substance satisfactory to Lender (the date on which each articles or certificate of incorporation of the following shall have been so delivered is referred to herein as Borrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the “Effective Date”):appropriate governmental officer in its jurisdiction of incorporation. (aii) executed originals Copies, certified by the Secretary or Assistant Secretary of the Borrower and each Guarantor, of their by-laws and of their Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;each Guarantor is a party. (biii) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced An incumbency certificate, executed by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Secretary or Assistant Secretary of the Certificate Borrower and each Guarantor, which shall identify by name and title and bear the signatures of Incorporation the Authorized Officers and any other officers of the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is such Guarantor authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents to which the Borrower and each Guarantor is a party, upon which certificate the Agent and the Warrant on behalf Lenders shall be entitled to rely until informed of any change in writing by the Borrower or a Guarantor. (iv) A certificate, signed by the chief financial officer of the Borrower, includingstating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's and Guarantors' counsel, without limitationaddressed 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 Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) Information satisfactory to the Agent and the Required Lenders regarding the Borrower's Year 2000 Program. (ix) The Collateral Documents, fully executed by all parties thereto. (x) The insurance certificate described in Section 5.20. (xi) A list of all existing insurance policies and contracts included in the current calculation of Net Present Value of Renewals, certified as true and correct by the chief financial officer of Borrower;. (fxii) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as any Lender or its counsel may have reasonably requestrequested.

Initial Advance. Borrower shall have delivered Lender’s obligation to Lender each of make the followinginitial Warehousing Advance, is subject to the satisfaction, in form and substance satisfactory to Lender (the date on which each sole discretion of Lender, of the following shall have been so delivered is referred to herein as the “Effective Date”):conditions precedent: (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Warehousing Note, the Sublimit Note and this Agreement duly executed originals by Borrower. (2) Borrower’s articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Delaware, Borrower’s bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of Borrower, or a certificate of Borrower stating that there has been no change in either Borrower’s articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution of the board of directors of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents Documents, each Warehousing Advance Request and all other agreements, instruments or documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant by Borrower under this Agreement. (4) A certificate as to the Loan Documents incumbency and authenticity of the signatures of the officers of Borrower executing this Agreement and the Warrant on behalf 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) A favorable written opinion of counsel to Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment addressed to Lender and dated as of the Facility Charge and reimbursement date of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of covering such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents matters as Lender may reasonably request. (7) 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. (8) 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. (9) Receipt by Lender of any fees due on the date of this Agreement.

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

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder, unless (a) the Borrower shall, prior to or concurrently with such initial Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of the Loan Documents Documents, including the Notes payable to the order of each of the Lenders, this Agreement, the Disclosure Letter and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSubsidiary Guaranty; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) Certificates of good standing for the Loan Borrower and other transactions evidenced each Subsidiary Guarantor, from the State of Maryland for the Borrower and the states of organization of each Subsidiary Guarantor, certified by the Loan Documents; appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Effective Date, and (ii) foreign qualification certificates for each Subsidiary Guarantor owning an Unencumbered Pool Property, certified by the Warrant appropriate governmental officer and transactions evidenced therebydated not more than sixty (60) days prior to the Agreement Effective Date, for the jurisdiction in which such Unencumbered Pool Property is located; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation regulations, if appropriate) of the Borrower and the BylawsSubsidiary Guarantors, certified by an officer of the Borrower or such Subsidiary Guarantor, as amended through the Closing Dateappropriate, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by officers of the Borrower or the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for any change in writing by the Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effector any such Subsidiary Guarantor; (e) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency as the Borrower or the applicable Subsidiary Guarantor, of the Board of Directors’ resolutions authorizing the Advances provided for herein, with respect to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantBorrower, and all other documents the execution, delivery and instruments to be delivered pursuant to performance of the Loan Documents to be executed and delivered by the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerBorrower and each Subsidiary Guarantor hereunder; (f) payment A written opinion of the Facility Charge Borrower’s and reimbursement Subsidiary Guarantors’ counsel, addressed to the Lenders in substantially the form of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts Exhibit F hereto or such other form as the Administrative Agent may be deducted from the initial Advancereasonably approve; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an officer of the Borrower, stating that on the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as Borrowing Date (i) prior to the disbursement of such Advanceno Default or Unmatured Default has occurred and is continuing, one or more Bailee Agreements, as applicable, are delivered in respect (ii) all representations and warranties of the foreign premises where such International Based Financed Equipment will be located upon completion of transitBorrower are true and correct, (iii) neither Borrower nor any Subsidiary Guarantor has suffered any material adverse changes, and (iiiv) within 90 days except as specifically as disclosed in the Disclosure Letter, no action, suit, investigation or proceeding, pending or threatened, exists in any court or before any arbitrator or governmental authority that purports to materially and adversely affect the Borrower, any Subsidiary Guarantor or any transaction contemplated hereby, or that could have a material adverse effect on the Borrower, or any Subsidiary Guarantor or any transaction contemplated hereby or on the ability of the Effective Date (Borrower, or any subsequent Advance Date with respect Subsidiary Guarantor to any International Based Financed Equipment not financed on perform its obligations under the Effective Date)Loan Documents, provided that such International Based Financed Equipment certificate is relocated to such foreign premisesin fact true and correct; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the Borrower; (i) a Release Letter from each Incumbent Lender UCC financing statement searches with respect to the Financed Equipment purchased Borrower and each Subsidiary Guarantor from its state of organization and principal place of business; (j) Written money transfer instructions addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (l) A pro forma compliance certificate pursuant to Section 6.1(v); (m) Evidence satisfactory to the Administrative Agent of payment in full of all amounts due to any lenders under the Existing Agreement which are not continuing as Lenders hereunder; (n) A certificate, in substantially the form of Exhibit J attached hereto, signed by an officer of the Borrower, certifying the Unencumbered Pool Value; and (jo) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel. Upon satisfaction of the foregoing conditions precedent and the funding of the initial Advance, the Administrative Agent shall execute and deliver to Borrower a release of any security interests created pursuant to the “Mortgages”, “Collateral Assignments” or the “Account Pledge Agreement” (as such terms are defined in the Existing Agreement) and terminations of any related UCC financing statements.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all Fees then due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, this Agreement, the Guaranties, the Environmental Indemnity and all other documents and instruments reasonably required by Lender to effectuate of the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSecurity Documents; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for GPLP and Borrower from its state their respective states of incorporation organization, certified by the appropriate governmental officer and similar dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for GPLP and Borrower, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of GPLP or Borrower to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) Copies of the formation documents (including code of regulations, if appropriate) of GPLP and Borrower, certified by an officer of GPLP or Borrower, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of GPLP or the Parent Entities, 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 Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by GPLP or Borrower; (v) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency the Parent Entities, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and GPLP hereunder; (vi) A written opinion of Borrower’s and GPLP’s counsel, addressed to the Lenders in substantially the form of Exhibit F hereto or such other form as the Administrative Agent may reasonably approve; (vii) A written opinion from counsel in Minnesota, in form and substance satisfactory to Administrative Agent, as to the enforceability of the Mortgage; (viii) A certificate, signed by an Authorized Officer of GPLP and Borrower, stating that on the Borrowing Date no Default or Unmatured Default has occurred and is continuing, there has been no Material Adverse Effect, and that all representations and warranties of the Borrower are true and correct in all material respects as of the Borrowing Date provided that such certificate is in fact true and correct; (ix) The most recent financial statements of GPLP; (x) UCC financing statement, judgment, and tax lien searches with respect to Borrower from its state of organization and the state in which the Collateral Asset is located; (xi) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xii) Evidence that all upfront fees due to each officer of Borrower who the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial Advance hereunder; (xiii) A certificate from an Authorized Officer certifying that there is authorized no event of default under the GPLP Revolver; (xiv) The initial Appraisal of the Collateral Asset; (xv) A survey for the Collateral Asset certified as set forth in Schedule 5 attached hereto to execute the Loan DocumentsAdministrative Agent and in a form satisfactory to counsel for the Administrative Agent; (xvi) A title policy with respect to the Collateral Asset complying with the requirements set forth in Schedule 6 attached hereto, showing no exceptions to title other than those permitted under the WarrantMortgage, except such as may be approved by the Administrative Agent, naming the Administrative Agent for the benefit of the Lenders as the insured under such policy and containing such endorsements as may be available in the applicable jurisdiction and as the Administrative Agent may require. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of any endorsements, and all charges for mortgage recording tax, if any, have been paid; (xvii) If any portion of any buildings included in the Collateral Asset is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other documents applicable agency, (i) a policy of flood insurance which (A) covers any parcel of improved real property which is encumbered by the Mortgage and instruments (B) is written in an amount satisfactory to the Administrative Agent or the maximum limit of coverage made available with respect to the particular type of property under the Act, whichever is less, and (ii) confirmation that the Owner has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board of Governors of the Federal Reserve System. To the extent the Collateral Asset is not located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other agency, the certification of the survey of the Collateral Asset to be delivered pursuant to the Loan Documents and the Warrant on behalf clause (xiv) above shall include confirmation of Borrower, including, without limitation, the chief financial officer of Borrowersuch fact; (fxviii) payment Copies of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender all recorded documents with respect to the Financed Equipment purchased Collateral Asset referred to, or listed as exceptions to title in, the title policy referred to in Section 4.1(xvi) and a copy, certified by such parties as the Administrative Agent may deem appropriate, of all other documents materially affecting the Collateral Asset, including without limitation copies of any leases with tenants thereof; (xix) The results of a recent search by a Person satisfactory to the Administrative Agent, of the Uniform Commercial Code, judgment and tax lien filings which may have been filed with respect to personal property of Borrower used in connection with the proceeds Collateral Asset and the results of such search shall be satisfactory to the Administrative Agent; (xx) Evidence in form and substance reasonably satisfactory to it that all of the initial Advancerequirements for insurance as set forth in Schedule 7 attached hereto shall have been satisfied; (xxi) The Administrative Agent shall have received a current rent roll and current operating statement for the Collateral Asset; (xxii) The most recent engineer’s report in Borrower’s possession on the condition of the improvements upon the Collateral Asset; (xxiii) A current Phase I report and certification (or Phase II report and certification, if required) for the Collateral Asset in form and substance reasonably satisfactory to the Administrative Agent; (xxiv) A copy of each lease with a Major Tenant at the Collateral Asset; (xxv) From each Major Tenant a Subordination, Non-Disturbance and Attornment Agreement for execution by Administrative Agent on behalf of the Lenders, provided that the Subordination, Non-Disturbance and Attornment Agreement with BH S&B Retail, LLC will not be required to be delivered on the Agreement Execution Date but must be delivered not later than thirty (30) days thereafter; (xxvi) A current estoppel certificate from each Major Tenant and estoppel certificates from other tenants at the Collateral Asset representing, in the aggregate with such Major Tenants that are not also Anchor Tenants, at least 70% of the portion of the Collateral Asset which is not leased to Anchor Tenants, excluding any portions of such area leased to temporary or seasonal tenants, in each case in form and substance satisfactory to the Administrative Agent, provided that the estoppel certificate from BH S&B Retail, LLC will not be required to be delivered on the Agreement Execution Date but must be delivered not later than thirty (30) days thereafter; (xxvii) A collateral assignment of interest rate protection product with respect to the Cash Flow Hedge executed by Borrower in favor of the Administrative Agent for the benefit of the Lenders together with a consent to such collateral assignment from the provider of the Cash Flow Hedge, provided that delivery of such collateral assignment and consent may be deferred for up to five (5) business days beyond the Agreement Execution Date; and (jxxviii) such Such other documents as Lender the Administrative Agent or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): : (a) duly executed originals copies of the Loan Documents (other than the Warrant, which shall be an original), and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; Agent; (b) certified subject to Schedule 4.5, duly executed Account Control Agreement(s) with respect to each Deposit Account and account holding Investment Property maintained by Borrower or any other Loan Party; (c) (i) a customary legal opinion of Borrower’s U.S. counsel in form and substance reasonably acceptable to Agent and (ii) a customary legal opinion of Agent’s U.K. counsel in form and substance reasonably acceptable to Agent; (d) copy of resolutions of each Borrower’s board Board of directors Directors (and shareholder, in respect of each of COMPASS Pathfinder Holdings and COMPASS Pathfinder Limited), certified by an officer of such Borrower, evidencing approval of (i) approval of the Loan and other transactions evidenced by the Loan Documents; and , (ii) authorizing a specified person or persons to execute the Warrant Loan Documents to which it is a party on its behalf, (iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and transactions evidenced thereby; notices (cincluding, if relevant, any Advance Request or other relevant notice) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party, and (iv) acknowledging that the Board of Directors are acting for a proper purpose and that the Loan Documents are in the best interests of that Borrower and for its commercial benefit; (e) certified copies of the Certificate of Incorporation constitutional documents and (as applicable) the Bylaws, Bylaws as amended through the Closing Date, of Borrower; ; (df) a certificate of good standing for Borrower COMPASS Pathways from its state jurisdiction of incorporation organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; ; (g) Landlord Consents with respect to COMPASS Pathways only, certified copies, dated as of a recent date and obtained by Agent, of searches for financing statements filed in the central filing office of the State of Delaware; (h) filed in the central filing office of the District of Columbia or Bailee AgreementsDelaware, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, accompanied by written evidence (including any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (iUCC termination statements) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.that

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has furnished to Lender each the Agent with sufficient copies for the Lenders: (i) Copies of the following, in form and substance satisfactory to Lender (the date on which each articles or certificate of incorporation of the following shall have been so delivered is referred to herein as Borrower, each Subsidiary of the “Effective Date”):Borrower and the Parent together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (aii) executed originals Copies, certified by the Secretary or Assistant Secretary of the Borrower, each Subsidiary of Borrower and the Parent, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower, each Subsidiary of the Borrower and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Parent is a party. (biii) certified copy An incumbency certificate, executed by the Secretary or Assistant Secretary of resolutions the Borrower, each Subsidiary of Borrower and the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower’s board , each Subsidiary of directors evidencing approval of (i) Borrower and the Parent authorized to sign the Loan Documents to which the Borrower, each Subsidiary of Borrower and other transactions evidenced the Parent is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby;Borrower. (civ) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing and/or qualification to do business for the Borrower, each Subsidiary of Borrower from its state and Parent issued for all jurisdictions wherein said qualification is necessary as a result of incorporation and similar certificates from all other jurisdictions in which it does said parties owning assets or doing business and where the failure to be qualified would have a Material Adverse Effect;therein. (ev) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan DocumentsA certificate, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, signed by the chief financial officer of the Borrower;, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (fvi) payment A written opinion of the Facility Charge and reimbursement Borrower's counsel, addressed to the Lenders in substantially the form of Lender’s current expenses reimbursable Exhibit A. (vii) Any Notes requested by a Lender pursuant to this Agreement, which amounts may be deducted from Section 2.13 payable to the initial Advance;order of each such requesting Lender. (gviii) Landlord Consents or Bailee AgreementsWritten money transfer instructions, as applicablein substantially the form of Exhibit D, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior addressed to the disbursement of Agent and signed by an Authorized Officer, together with such Advance, any Landlord Consents in respect of other related money transfer authorizations as the premises in the continental United States where such International Based Financed Equipment Agent may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;have reasonably requested. (hix) a Consent Letter from each Incumbent Lender;The executed Kable Security Agreement. (ix) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; andThe executed Fulfillment Security Agreement. (jxi) such other documents as Lender may reasonably requestThe executed Export Security Agreement. (xii) The executed Canada Security Agreement. (xiii) The Executed International Security Agreement.

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

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder, and the Issuing Bank shall not be required to issue the initial Facility Letter of Credit hereunder, unless the Borrower has paid to the Agent the fees set forth in the letter agreement dated July 31, 1995 between the Agent and the Borrower, and from which payment the Agent shall have delivered paid to Lender each of the followingLenders the fees provided to be paid to them in accordance with the Agent's "offer letter" dated August 23, in form 1995, and substance satisfactory the Borrower has furnished to Lender (the date on which each of Agent with sufficient copies for the following shall have been so delivered is referred to herein as the “Effective Date”):Lenders: (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Copies of the Certificate certificate of Incorporation incorporation of the Borrower and the Bylawseach Guarantor, as amended through the Closing Datetogether with all amendments, of Borrower; (d) and a certificate of good standing for Borrower from its state standing, all certified by the appropriate governmental officer in the jurisdiction of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;incorporation. (eii) a certificate Copies, certified by the Secretary or Assistant Secretary of incumbency as to the Borrower and each officer Guarantor, of Borrower who is authorized to execute 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) authorizing the execution of the Loan Documents. (iii) Incumbency certificates, executed by the WarrantSecretary or Assistant Secretary of the Borrower and each Guarantor, which shall identify by name and all other documents title and instruments bear the signature of the officers of the such corporation authorized to be delivered pursuant to sign the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; Guaranty (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (iiif applicable) within 90 days to make borrowings hereunder and to request, apply for and execute Facility Letter of the Effective Date (or any subsequent Advance Date Credit Reimbursement Agreements with respect to Facility Letters of Credit hereunder, upon which certificates the Agent, the Lenders and the Issuing Bank shall be entitled to rely until informed of any International Based Financed Equipment not financed change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officer, certifying that on the Effective Date), such International Based Financed Equipment initial Borrowing Date or initial Issuance Date no Default or Unmatured Default has occurred and is relocated to such foreign premises;continuing. (hv) a Consent Letter from each Incumbent Lender;A written opinion of Ka▇▇, Scholer, Fierman, Ha▇▇ & Handler, counsel to the Borrower and Guarantors, addressed to the Agent and Lenders in substantially the form of Exhibit "C" hereto. (ivi) a Release Letter from each Incumbent Lender with respect A written opinion of St▇▇▇▇ ▇▇▇▇, Director-Legal of the Borrower, addressed to the Financed Equipment purchased Agent and the Lenders in substantially the form of Exhibit "D' hereto. (vii) A written opinion of Lord, Bissell & Brook, Illinois counsel to the Borrower and Guarantors, addressed to the Agent and the Lenders in substantially the form of Exhibit "E" hereto. (viii) Notes payable to the order of each of the Lenders. (ix) Written money transfer instructions, in substantially the form of Exhibit "F" hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (x) The Guaranty duly executed by the Guarantors. (xi) A Contribution Agreement duly executed by the Guarantors in the form of Exhibit "G" hereto (the "Contribution Agreement"). (xii) A Subordination Agreement duly executed by the Non-Borrowing Subsidiaries in the form of Exhibit "H" hereto (the "Subordination Agreement"). (xiii) Evidence satisfactory to the Agent (A) of payment in full (which payment may be made from the proceeds of the initial Advance; andAdvance hereunder) of all obligations of the Borrower to, and termination of the Borrower's financing arrangements with, GECC, and (B) that all Liens securing such obligations and financing arrangements shall be discharged promptly, but in no event later than 90 days, following the payment of such obligations. (jxiv) such Such other documents as any Lender or Issuing Bank or their respective counsel may have reasonably requestrequested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) Borrower shall, prior to or concurrently with such Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, this Agreement, the Subsidiary Guaranty, the Parent Guaranty, the Collateral Assignment and all the other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSecurity Documents; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower, the Parent Guarantor and each Subsidiary Guarantor, from the State of Delaware for Borrower from its state and the states of incorporation organization of the Parent Guarantor and similar each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of such Subsidiary Guarantor to so qualify or be qualified would licensed (if required) is reasonably expected to have a Material Adverse Effect; (eiii) Copies of the formation documents (including code of regulations, if appropriate) of Borrower, the Parent Guarantor and the Subsidiary Guarantors, certified by an officer of Borrower, Parent Guarantor or such Subsidiary Guarantor, as appropriate, together with all amendments thereto, provided that a certificate of incumbency as to each officer no change from Borrower may be delivered if no changes have occurred in such documents since their delivery under the Original Credit Agreement; (iv) Incumbency certificates, executed by officers of Borrower who is Borrower, Parent Guarantor and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of Borrower, includingupon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower, without limitationParent Guarantor or any such Subsidiary Guarantor and provided further that a certificate of no change from Borrower may be delivered if no changes have occurred in such certificates since their delivery under the Original Credit Agreement; (v) Copies, certified by a Secretary or an Assistant Secretary of Borrower, Parent Guarantor and each Subsidiary Guarantor, of the chief Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Advances provided for herein, with respect to Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by Borrower, Parent Guarantor and each Subsidiary Guarantor hereunder; (vi) A written opinion of Borrower’s, Parent Guarantor’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in form and substance as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial officer statements of Borrower; (fix) payment Copies of the Facility Charge UCC financing statement, judgment, and reimbursement tax lien searches with respect to Borrower, Parent Guarantor and each Subsidiary Guarantor from their respective states of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advanceorganization; (gx) Landlord Consents or Bailee AgreementsWritten money transfer instructions, as applicablein substantially the form of Exhibit E hereto, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior addressed to the disbursement of Administrative Agent and signed by an Authorized Officer, together with such Advance, any Landlord Consents in respect of other related money transfer authorizations as the premises in the continental United States where such International Based Financed Equipment Administrative Agent may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premiseshave reasonably requested; (hxi) a Consent Letter from Evidence that all upfront fees due to each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to of the Financed Equipment purchased with Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (xii) Delivery of all Eligible Collateral Asset Documents and the satisfaction of all Collateral Inclusion Conditions with respect to the Collateral Assets; and (jxiii) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel. Administrative Agent’s execution of this Agreement and delivery of a fully executed copy to Borrower shall evidence the Administrative Agent’s acknowledgement that either Borrower has satisfied each such condition or such condition has been waived.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the representations and warranties contained in Article V are true and correct as of such date, (b) the Administrative Agent has received duly executed originals of this Agreement from the Borrower, the Lenders, and the Administrative Agent, and (c) the Borrower shall have delivered has furnished to Lender each the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the followingarticles or certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of due existence, each certified by the appropriate governmental officer in its jurisdiction of organization. SIDLEY A▇▇▇▇▇ ▇▇▇▇▇ & W▇▇▇ LLP (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its articles or certificate of incorporation (as also certified by the appropriate governmental officer referenced in clause (i) above) and its by-laws, in each case together with all amendments thereto, and its Board of Directors’ resolutions authorizing the execution of and its performance under the Loan Documents to which it is a party. (iii) Incumbency certificates, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which it is a party and to request Loans hereunder, upon which certificates the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A compliance certificate, in substantially the form of Exhibit B, signed by the chief financial officer, treasurer or vice president of finance of the Borrower, setting forth the calculations necessary to determine the Borrower’s compliance with certain covenants set forth in this Agreement on the Closing Date and stating that on the Closing Date (a) no Default or Unmatured Default has occurred and is continuing, (b) all of the representations and warranties in Article V are true and correct as of such date, and (c) no Material Adverse Change has occurred since December 31, 2002. Such certificate shall also demonstrate that the Borrower’s Consolidated Net Worth equals or exceeds $575,000,000 on the Closing Date. (v) A written opinion of the Borrower’s counsel, in form and substance satisfactory to Lender (the date on which each Administrative Agent and addressed to the Lenders, in substantially the form of the following shall have been so delivered is referred to herein as the “Effective Date”):Exhibit A. (avi) executed originals Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of the Loan Documents and all each such requesting Lender. (vii) Such other documents and instruments as any Lender or its counsel may have reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, requested including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed each other document identified on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds list of the initial Advance; and (j) such other closing documents attached hereto as Lender may reasonably request.Exhibit E.

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

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

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

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

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

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

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

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

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

Initial Advance. Banks shall not be required to make the initial Advance hereunder, and the Issuing Bank shall not be required to issue the initial Facility Letter of Credit hereunder, unless Borrower shall have delivered has paid to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): Administrative Agent (a) executed originals the fees for the account of Banks set forth in the letter of even date herewith from Borrower to Administrative Agent and Arranger and (b) the fees for the account of Administrative Agent and Arranger set forth in the letter agreement dated July 16, 1999 herewith among Administrative Agent, Arranger and Borrower, and Borrower has furnished to Administrative Agent with sufficient copies for Banks: (i) Copies of the certificate of incorporation of Borrower and each Guarantor, together with all amendments, and a certificate of good standing, all certified by the appropriate governmental officer in the jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and each Guarantor, of each such corporation's by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Guaranties. (biii) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced Incumbency certificates, executed by the Loan Documents; Secretary or Assistant Secretary of Borrower and (ii) each Guarantor, which shall identify by name and title and bear the Warrant and transactions evidenced thereby; (c) certified copies signature of the Certificate officers of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is such corporation authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant on behalf Guaranties (as applicable) and (if applicable) to make borrowings hereunder and to request, apply for and execute Facility Letter of Credit Reimbursement Agreements with respect to Facility Letters of Credit hereunder, upon which certificates Administrative Agent, Banks and the Issuing Bank shall be entitled to rely until informed of any change in writing by Borrower or the applicable Guarantor. (iv) A written opinion of Haligman Lottner Rubin & Fishman, P.C., counsel to Borrower and ▇▇▇▇▇▇▇▇▇▇, addressed ▇▇ Administrative Agent and Banks in substantially the form of Exhibit E hereto. (v) A written opinion of General Counsel of Borrower, including, without limitation, addressed to Administrative Agent and Banks in substantially the chief financial officer form of Borrower;Exhibit F hereto. (fvi) Notes payable to the order of each of Banks. (vii) Written money transfer instructions, in form acceptable to Administrative Agent, addressed to Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as Administrative Agent may have reasonably requested. (viii) Guaranties duly executed by Guarantors. (ix) Evidence satisfactory to Administrative Agent of payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, in full (which amounts payment may be deducted made from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; andAdvance hereunder) of all obligations of Borrower and Guarantors under the Original Credit Agreement (including without limitation principal, accrued and unpaid interest and fees, and amounts (if any) payable under Section 3.4 of the Original Credit Agreement). (jx) such A contribution agreement ("Contribution Agreement") among Guarantors in the form attached hereto as Exhibit G. (xi) Such other documents as Lender any Bank or Issuing Bank or their respective counsel may have reasonably requestrequested.

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

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