Common use of Conditions to Initial Loan Clause in Contracts

Conditions to Initial Loan. At or prior to the making of the initial Loan hereunder to each Borrower, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (c) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; and (d) the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed and delivered by each Borrower.

Conditions to Initial Loan. At The agreement of Lender to enter into this Agreement is subject to the satisfaction of the following conditions: a. This Agreement, the Note, the Security Agreement, the Deed of Trust and the Collateral Assignment of Contracts shall have been duly executed by Borrower and delivered to Lender and the security interest granted by the Borrower to Lender under the Security Documents shall constitute, to the extent permitted by law, a first priority perfected security interest in all of the assets of the Borrower other than the Excluded Assets; b. Lender shall have received such other documents, financing statements, instruments, certificates, opinions and agreements as Lender shall reasonably request in connection with the transactions contemplated by this Agreement; c. Lender shall have received a loan certificate signed by the Manager of Borrower, substantially in the form of Exhibit E attached hereto, including a certificate of incumbency with respect to each authorized signatory of Borrower, together with appropriate attachments which shall include, without limitation, the following (i) a copy of the Articles of Organization of Borrower certified to be true, complete and correct by the State Corporation Commission for the Commonwealth of Virginia, (ii) a true, complete and correct copy of the Operating Agreement and (iii) certificates of good standing from each jurisdiction in which Borrower does business; (i) Lender shall have received executed or prior conformed copies of the Related Documents and any amendments thereto as of the date hereof, the terms and conditions of which shall be in all respects satisfactory to Lender, (ii) the Related Documents shall be in full force and effect and no term or condition thereof shall have been amended, modified or waived after the execution thereof, (iii) Borrower shall not have failed in any respect to perform any obligation or covenant required by the Related Documents to be performed or complied with by it on or before the date hereof (other than such failures of which Lender has actual knowledge), and (iv) Lender shall have received a Manager's Certificate from Borrower in form and substance satisfactory to Lender to the effect set forth in clauses (i), (ii) and (iii) above; e. The Benchmark Acquisition FCC Consent shall have been obtained and shall have become a Final Order; f. Borrower shall deliver to Lender a Manager's Certificate stating that (i) the Benchmark Acquisition has been duly approved, (ii) all actions necessary by it to consummate the Benchmark Acquisition have been taken (other than the payment of the purchase price which shall not exceed $14,500,000 and the conveyance of the appropriate assets) and (iii) Borrower will proceed to consummate the Benchmark Acquisition immediately upon the making of the initial Loan hereunder on the Closing Date. The Benchmark Acquisition shall become effective in accordance with the Benchmark Acquisition Documents without any variation therefrom (other than immaterial variations), except as disclosed to each Borrower, Lender; g. Borrower shall have delivered copies of any environmental audit reports delivered in connection with the following conditions precedent Benchmark Acquisition and all other environmental information and reports (other than immaterial environmental information and reports) received in connection therewith to Lender; h. The assets of the Benchmark Stations shall also have been satisfied:be free and clear of all Liens (other than Permitted Liens) and all assets and liabilities assumed by Borrower pursuant to the Benchmark Acquisition Documents and the transactions contemplated thereby shall be acceptable to Lender; (ai) No event which would constitute an Event of Default or Default (after giving effect to the making of the Loan on the Closing Date) shall have occurred and be continuing, (ii) the representations and warranties in Section 4 shall be true, correct and complete in all material respects, (iii) since April 29, 1996, no Material Adverse Effect shall have occurred, (iv) no litigation, inquiry or other action and no injunction or restraining order shall be pending or threatened with respect to the making of the Loan hereunder or the transactions contemplated hereby, and (v) Borrower shall have delivered to Lender a Manager's Certificate to such effect, in form and substance reasonably satisfactory to Lender; j. Borrower shall have delivered to Lender a Compliance Certificate, dated as of the Closing Date and calculated to give effect to the funding of the Loan under this Agreement, demonstrating compliance with the covenants set forth in this Agreement as of the Closing Date; and k. Lender shall have received originally executed copies of the following (favorable written opinions of each of the counsel referred to be properly executed in the Benchmark Acquisition Documents, dated as of the Closing Date, and completed) and the same each such opinion of counsel shall have been approved as state that Lender is entitled to form and substance by the Lender:rely thereon. (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; and the l. Lender shall have received the originally executed copies of one or more favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (c) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (opinions, dated as of the date no earlier than 30 days prior hereof, of XxXxxxx Xxxx, counsel for Borrower, in form and substance reasonably satisfactory to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andLender and its counsel. (d) the m. Borrower shall have certified to Lender shall be satisfied that the Loans Loan will be for a Permitted Use. Lender agrees to act reasonably and the use of proceeds thereof comply diligently in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed and delivered by each Borrowerexercising Lender's rights under this Section 3.1.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall have received deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the favorable written opinion Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of counsel for such Borrower the security interests granted to it hereunder in the form Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Equipment is located; (v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vi) a certificate of the Secretary or an Assistant Secretary of the Borrower ("Secretary's Certificate") certifying (A) that attached hereto to the Secretary's Certificate is a true, complete, and accurate copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and that such resolutions have not been amended or modified since the date of such certification and are in full force and effect; (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (C) that attached to the Secretary's Certificate is a true and correct copy of the Articles or Certificate of Incorporation of the Company, as Exhibit B amended, which Articles or Certificate of Incorporation have not been further modified, repealed or rescinded and are in full force and effect; (D) that attached to the Secretary's Certificate of the Borrower is a true and correct copy of the Bylaws, as amended, which Bylaws of the Company have not been further modified, repealed or rescinded and are in full force and effect; and (E) that attached to the Secretary's Certificate is a valid Certificate of Good Standing issued by the Secretary of the State of the Borrower's state of incorporation; and (vii) such other agreements and instruments as the Lender deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement or the other Loan Documents or thereby or (ii) which affects or could affect the business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens.

Conditions to Initial Loan. At or prior The obligation of the Lenders to the making of make the initial Loan hereunder is subject to each Borrower, the satisfaction of the following conditions precedent shall also have been satisfiedprior to or concurrent with such initial Loan: (a) the Lender Agent shall have received the following (following, each dated the date of the initial Loan or as of an earlier date acceptable to be properly executed and completed) and the same shall have been approved as to Agent, in form and substance by satisfactory to the LenderAgent and its counsel: (i) this Agreement signed the Notes, each duly executed by such the Borrower; (ii) a Note signed each Blocked Account Agreement, duly executed by such Borrowerthe Borrower and the Blocked Account Bank party thereto; (iii) acknowledgment copies of Uniform Commercial Code financing statements (executed or certified, naming the Agent as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note secured party and the other Loan Documents by such Borrower; andBorrower as debtor) and duly authorized release or termination statements, duly filed in all jurisdictions that the Agent deems necessary or desirable to perfect and protect the Liens created hereunder; (iv) an incumbency certificate containing completed requests for information, dated on or before the namedate of the initial Loan, title listing all effective financing statements filed in the jurisdictions referred to in clause (iii) above and genuine signatures in all other jurisdictions that the Agent deems necessary or desirable to confirm the priority of the Liens created hereunder, that name the Borrower as debtor, together with copies of such Borrower’s authorized representativesfinancing statements; (v) a copy completed perfection certificate, substantially in the form of such Exhibit I, signed by a Responsible Officer of the Borrower’s Prospectus; (bvi) legal an initial Borrowing Base Certificate, duly executed by a Responsible Officer; (vii) (A) unaudited Financial Statements of the Borrower for the nine-month period ended September 30, 2005, certified by a Responsible Officer, and (B) a certificate executed by a Responsible Officer certifying that, from September 30, 2005 until the Closing Date, no change, event, occurrence or development or event involving a prospective change in the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Borrower has occurred which has had or could reasonably be expected to have a Material Adverse Effect, and that all information provided by or on behalf of the Borrower to the Agent hereunder or in connection herewith is true and correct in all material respects; (viii) an opinion of counsel for the Borrower covering such matters incident to the execution and delivery transactions contemplated by this Agreement as the Agent may reasonably require, which such counsel is hereby requested by the Borrower to provide; (ix) certified copies of all policies of insurance required by this Agreement and the other Loan Documents, together with loss payee endorsements for all such policies naming the Agent as lender loss payee and an additional insured; (x) copies of the Governing Documents by a of the Borrower and a copy of the resolutions of the Board of Directors (or similar evidence of authorization) of the Borrower authorizing the execution, delivery and performance of this Agreement, the other Loan Documents to which the Borrower is or is to be a party, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that such copies of the Governing Documents and resolutions (or similar evidence of authorization) relating to the Borrower are true, complete and accurate copies thereof, have not been amended or modified since the date of such certificate and are in full force and effect and (B) the incumbency, names and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (xi) a certified copy of a certificate of the Secretary of State of the state of incorporation of the Borrower, dated within fifteen days of the Closing Date, listing the certificate of incorporation of the Borrower and each amendment thereto on file in such official's office and certifying that (A) such amendments are the only amendments to such certificate of incorporation on file in that office, (B) the Borrower has paid all franchise taxes to the date of such certificate and (C) the Borrower is in good standing in that jurisdiction; (xii) a good standing certificate from the Secretary of State of each state in which the Borrower is qualified as a foreign corporation, each dated within fifteen days of the Closing Date; (xiii) a Collateral Access Agreement for each parcel of Property specified in Schedule 6.1(b) and with respect to any Collateral in the possession of any Person other than the Borrower (in each case other than with respect to which the Agent has established a reserve as provided in the definition of "Eligible Inventory"), duly executed by each Person in possession of such Collateral or with a Lien on or other interest in such parcel of Property; (xiv) the Fee Letter, duly executed by the Borrower; (xv) the repayment in full of all loans and other obligations outstanding under the Original Loan Agreement, which repayment may be from the proceeds of the initial Revolving Credit Loans made hereunder or the IPO; (xvi) the Business Plan; (xvii) evidence satisfactory to the Agent that the IPO has been consummated substantially in accordance with the Registration Statement and that the net proceeds of the IPO have been used in a manner described in the Registration Statement, to repay the Borrower's obligations under the Original Loan Agreement and the internal revenue bonds issued by the Borrower and to redeem the Borrower's preferred stock (and the Agent and the Lenders agree that, notwithstanding any covenants herein, the use of such net proceeds of the IPO in accordance with the Registration Statement shall not constitute a violation hereof or Event of Default hereunder); and (xviii) such other agreements, instruments, documents and evidence as the Agent deems necessary in its reasonable discretion in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower, threatened litigation, proceeding, inquiry or other action (i) seeking an injunction or other restraining order, damages or other relief with respect to the transactions contemplated hereby shall be satisfactory to by this Agreement or the Lender and its counsel; and other Loan Documents or (ii) which affects or could affect the Lender shall have received business, operations, assets, liabilities or condition (financial or otherwise) of the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry or other action could not reasonably be expected to have a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower;Material Adverse Effect. (c) the Lender The Borrower shall have received a good standing certificate paid (or the equivalent in the case of each Cayman Borroweri) for such Borrower (dated as all reasonable legal, audit and background investigation fees of the date no earlier than 30 days prior to Agent in connection with the date of this Agreement) from the offices negotiation, preparation, execution and delivery of the secretary of state of Loan Documents and (ii) the states of their respective organization or of fees payable under the applicable office Fee Letter and all other fees referred to in this Agreement that are required to be paid on the case of the Cayman Borrowers; andClosing Date. (d) Except for the Lender filing of the financing and termination statements under the Code specified in Section 5.1(a)(iii), no consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, the Notes or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or the continuing operations of the Borrower following the consummation of such transactions. (e) The Agent and its counsel shall have performed (i) a review reasonably satisfactory to the Agent of all of the material contracts and other assets (including, without limitation, leases of operating facilities) of the Borrower, the financial condition of the Borrower, including all of its tax, litigation, environmental and other potential contingent liabilities, the corporate and capital structure of the Borrower and the cash management and management information systems of the Borrower, (ii) a pre-closing audit and collateral review and (iii) reviews and investigations of such other matters as the Agent and its counsel reasonably deem appropriate, in each case with results satisfactory to the Agent. (f) The Borrower shall be satisfied in compliance with all Requirements of Law and its material contracts, other than such noncompliance that could not reasonably be expected to have a Material Adverse Effect. (g) The Liens in favor of the Agent shall have been duly perfected and shall constitute first priority Liens, and the Collateral shall be free and clear of all Liens other than Liens in favor of the Agent and Permitted Liens. (h) After giving effect to all Revolving Credit Loans and CapEx Loans to be made on the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation UClosing Date, the Lender difference between (i) the lesser of (A) (I) the Borrowing Base plus (II) 80% of the cost of the Equipment financed with the proceeds of CapEx Loans made on the Closing Date (excluding the cost of any software, warranties or other intangible assets related thereto) and (B) the Maximum Amount of the Facility and (ii) the aggregate outstanding amount of such Loans shall have received a copy of FR Form U-1 duly executed and delivered by each Borrowerexceed $10,000,000.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall have received deem necessary or desirable (to be completed by the favorable written opinion Lender); (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of counsel for such Borrower the security interests granted to it hereunder in the form Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Equipment is located; (v) -certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vi) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents to which the Borrower is a party, and the transactions contemplated hereby and thereby, attached hereto to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, that such resolutions have not been amended or modified since the date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (vii) a copy of the Borrower's audited financial statements for the fiscal year ended March 3l, 1997 and a copy of the Borrower's internally-prepared financial statements for the quarter ended June 30, 1997; and (viii) such other agreements and instruments as Exhibit B the Lender deems necessary in its commercially reasonable judgment in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement or the other Loan Documents to which the Borrower is a party or (ii)which affects or could affect the business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not reasonably be expected to have a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower;Material Adverse Effect. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens, except with respect to Permitted Liens.

Conditions to Initial Loan. At or prior to the making of the initial Loan hereunder to each Borrower, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Lender: (i) this Agreement signed by such Borrower;: (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s 's Note and the other Loan Documents by such Borrower; and; (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s 's authorized representatives;; and (v) a copy of such Borrower’s 's Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (c) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; and; (d) the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed and delivered by each Borrower; and (e) the Lender shall have received the closing fees as set forth in Section 2.1(b).

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdiction that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of premises in Vienna, Virginia where the Equipment is located; (v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vi) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, that such resolutions have received not been amended or modified since the favorable written date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (vii) the opinion of counsel for the Borrower covering such matters incident to the transactions contemplated by this Agreement as the Lender may reasonably require; and (viii) such other agreements and instruments as the Lender deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower in after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the form attached hereto as Exhibit B transactions contemplated by this Agreement or the other Loan Documents or thereby or (ii) which affects or could affect the business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Collateral and the Additional Collateral granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed and delivered by each Borrowerperfected and, with respect to the Equipment related to the initial Loan, shall constitute first priority liens.

Conditions to Initial Loan. At or prior The obligation of TBCC to make the ----------------------------- initial Loan is subject to the making satisfaction of the initial Loan hereunder to each Borrower, the following conditions precedent prior to or concurrent with such initial Loan, and Borrower shall also have been satisfiedcause all such conditions to be satisfied by the Closing Deadline set forth in the Schedule: (a) Except for the Lender filing of termination statements under the Code by the existing lender to Borrower whose loans are being repaid with the Loan proceeds, no consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection, with the execution, delivery, performance, validity or enforceability of this Agreement, or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or the continuing operations of the Borrower following the consummation of such transactions. (b) TBCC and its counsel shall have performed (i) a review satisfactory to TBCC of all of the Material Contracts and other assets of the Borrower, the financial condition of the Borrower, including all of its tax, litigation, environmental and other potential contingent liabilities, and the corporate and capital structure of the Borrower and (ii) a pre-closing audit and collateral review, in each case with results satisfactory to TBCC. (c) TBCC shall have received the following (following, each dated the date of the initial Loan or as of an earlier date acceptable to be properly executed and completed) and the same shall have been approved as to TBCC, in form and substance by the Lender: satisfactory to TBCC and its counsel: (i) this a Depository Account Agreement signed (as TBCC shall designate), duly executed by such Borrower; the Borrower and its bank on TBCC's standard form; (ii) acknowledgment copies of Uniform Commercial Code financing statements (naming TBCC as secured party and the Borrower as debtor), duly filed in all jurisdictions that TBCC deems necessary or desirable to perfect and protect the Liens created hereunder, and evidence that all other filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of TBCC, a Note signed by such Borrower;perfected first priority Lien on the Collateral; TBCC LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- -2- (iii) copies (executed or certified, as may be appropriate) the opinion of all legal documents or proceedings taken in connection with counsel for the execution and delivery of this Agreement, Borrower covering such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery transactions contemplated by this Agreement as TBCC may specify in its discretion; (iv) certified copies of all policies of insurance required by this Agreement and the other Loan Documents by a Borrower Documents, together with loss payee endorsements for all such policies naming TBCC as lender loss payee and to the transactions contemplated hereby shall be satisfactory to the Lender and its counselan additional insured; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (cv) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as copies of the date no earlier than 30 days prior to the date Borrower's articles or certificate of this Agreement) from the offices of incorporation, certified as true, correct and complete by the secretary of state of the states Borrower's state of their respective organization or incorporation within 45 days of the applicable office in the case date hereof; (vi) copies of the Cayman Borrowers; and (d) bylaws of the Lender shall be satisfied that the Loans Borrower and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and delivered by performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that such copies of the bylaws and resolutions are true, complete and accurate copies thereof, have not been amended or modified since the date of such certificate and are in full force and effect and (B) the incumbency, names and true signatures of the officers of the Borrower; (vii) a good standing certificate from the Secretary of State of Borrower's state of incorporation and each Borrowerstate in which the Borrower is qualified as a foreign corporation, each dated within ten days of the date hereof; (viii) the additional documents and agreements, if any, listed in the Schedule; and (ix) such other agreements and instruments as TBCC deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby.

Conditions to Initial Loan. At or prior The obligation of TBCC to make the initial -------------------------- Loan is subject to the making satisfaction of the initial Loan hereunder to each Borrower, the following conditions precedent prior to or concurrent with such initial Loan, and Borrower shall also have been satisfiedcause all such conditions to be satisfied by the Closing Deadline set forth in the Schedule: (a) Except for the Lender filling of termination statements under the Code by the existing lender to Borrower whose loans are being repaid with the Loan proceeds, no consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection, with the execution, delivery, performance, validity or enforceability of this Agreement, or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or the continuing operations of the Borrower following the consummation of such transactions. (b) TBCC and its counsel shall have performed (i) a review satisfactory to TBCC of all of the Material Contracts and other assets of the Borrower, the financial condition of the Borrower, including all of its tax, litigation, environmental and other potential contingent liabilities, and the corporate and capital structure of the Borrower and (ii) a pre-closing audit and collateral review, in each case with results satisfactory to TBCC. (c) TBCC shall have received the following (following, each dated the date of the initial Loan or as of an earlier date acceptable to be properly executed and completed) and the same shall have been approved as to TBCC, in form and substance by the Lender: satisfactory to TBCC and its counsel: (i) this a Depository Account Agreement signed (as TBCC shall designate), duly executed by such Borrower; the Borrower and its bank on TBCC's standard form; (ii) acknowledgment copies of Uniform Commercial Code financing statements (naming TBCC as secured party and the Borrower as debtor), duly filed in all jurisdictions that TBCC deems necessary or desirable to perfect and protect the Liens created hereunder, and evidence that all other filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of TBCC, a Note signed by such Borrower; perfected first priority Lien on the Collateral; (iii) copies (executed or certified, as may be appropriate) the opinion of all legal documents or proceedings taken in connection with counsel for the execution and delivery of this Agreement, Borrower covering such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery transactions contemplated by this Agreement as TBCC may specify in its discretion; (iv) certified copies of all policies of insurance required by this Agreement and the other Loan Documents by a Borrower Documents, together with loss payee endorsements for all such policies naming TBCC as lender loss payee and to the transactions contemplated hereby shall be satisfactory to the Lender and its counselan additional insured; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (cv) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as copies of the date no earlier than 30 days prior to the date Borrower's articles or certificate of this Agreement) from the offices of incorporation, certified as true, correct and complete by the secretary of state of the states Borrower's state of their respective organization or incorporation within 45 days of the applicable office in the case date hereof; (vi) copies of the Cayman Borrowers; and (d) bylaws of the Lender shall be satisfied that the Loans Borrower and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and delivered by performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that such copies of the bylaws and resolutions are true, complete and accurate copies thereof, have not been amended or modified since the date of such certificate and are in full force and effect and (B) the incumbency, names and true signatures of the officers of the Borrower; (vii) a good standing certificate from the Secretary of State of Borrower's state of incorporation and each Borrowerstate in which the Borrower is qualified as a foreign corporation, each dated within ten days of the date hereof; (viii) the additional documents and agreements, if any, listed in the Schedule, and (ix) such other agreements and instruments as TBCC deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby.

Conditions to Initial Loan. At or prior The obligation of TBCC to make the initial -------------------------- Loan is subject to the making satisfaction of the initial Loan hereunder to each Borrower, the following conditions precedent prior to or concurrent with such initial Loan, and Borrower shall also have been satisfiedcause all such conditions to be satisfied by the Closing Deadline set forth in the Schedule: (a) Except for the Lender filing of termination statements under the Uniform Commercial Code by the existing lender to Borrower whose loans are being repaid with the Loan proceeds, no consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection, with the execution, delivery, performance, validity or enforceability of this Agreement, or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or the continuing operations of the Borrower following the consummation of such transactions. (b) TBCC and its counsel shall have performed (i) a review satisfactory to TBCC of all of the Material Contracts and other assets of the Borrower, the financial condition of the Borrower, including all of its tax, litigation, environmental and other potential contingent liabilities, and the corporate and capital structure of the Borrower and (ii) a pre-closing audit and collateral review, in each case with results satisfactory to TBCC. (c) TBCC shall have received the following (following, each dated the date of the initial Loan or as of an earlier date acceptable to be properly executed and completed) and the same shall have been approved as to TBCC, in form and substance by the Lender: satisfactory to TBCC and its counsel: (i) this a Depository Account Agreement signed (as TBCC shall designate), duly executed by such Borrower; the Borrower and its bank on TBCC's standard form; (ii) acknowledgment copies of Uniform Commercial Code financing statements (naming TBCC as secured party and the Borrower as debtor), duly filed in all jurisdictions that TBCC deems necessary or desirable to perfect and protect the Liens created hereunder, and evidence that all other filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of TBCC, a Note signed by such Borrower; perfected first priority Lien on the Collateral; (iii) copies (executed or certified, as may be appropriate) the opinion of all legal documents or proceedings taken in connection with counsel for the execution and delivery of this Agreement, Borrower covering such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery transactions contemplated by this Agreement as TBCC may specify in its * discretion; (iv) certified copies of all policies of insurance required by this Agreement and the other Loan Documents by a Borrower Documents, together with loss payee endorsements for all such policies naming TBCC as lender loss payee and to the transactions contemplated hereby shall be satisfactory to the Lender and its counselan additional insured; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (cv) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as copies of the date no earlier than 30 days prior to the date Borrower's articles or certificate of this Agreement) from the offices of incorporation, certified as true, correct and complete by the secretary of state of the states Borrower's state of their respective organization or incorporation within 45 days of the applicable office in the case date hereof; (vi) copies of the Cayman Borrowers; and (d) bylaws of the Lender shall be satisfied that the Loans Borrower and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and delivered by performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that such copies of the bylaws and resolutions are true, complete and accurate copies thereof, have not been amended or modified since the date of such certificate and are in full force and effect and (B) the incumbency, names and true signatures of the officers of the Borrower; (vii) a good standing certificate from the Secretary of State of Borrower's state of incorporation and each Borrower.state in which the Borrower is qualified as a foreign corporation, each dated within ten days of the date hereof; (viii) the additional documents and agreements, if any, listed in the Schedule; and (ix) such other agreements and instruments as TBCC deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby. * reasonable

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by satisfactory to the LenderLender and its counsel: (i) this Agreement signed completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower and performed by such BorrowerLender as the Lender shall deem necessary or desirable; (ii) a Note signed Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Equipment related to such Borrowerinitial Loan; (iii) copies (a Note duly executed or certified, as may be appropriate) by the Borrower evidencing the amount of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; andLoan; (iv) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representativesadditional insured as its interests appear; (v) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, that such Borrower’s Prospectusresolutions have not been amended or modified since the date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (vi) the opinion of counsel for the Borrower covering such matters incident to the transactions contemplated by this Agreement as the Lender may reasonably require; and (vii) such other agreements and instruments as the Lender deems necessary in its good faith business judgment in connection with the transactions contemplated hereby. (b) legal matters incident There shall be no pending or, to the execution and delivery knowledge of the Borrower after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement and or the other Loan Documents by a Borrower and or thereby or (ii) which affects or is reasonably likely to affect the transactions contemplated hereby shall be satisfactory to business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action is reasonably likely to not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the such date no earlier than 30 days prior to the date of as set forth in this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; and. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by satisfactory to the LenderLender and its counsel: (i) this Agreement signed by such Borrowercompleted requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) a Note signed Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Equipment related to such Borrowerinitial Loan; (iii) copies (a Note duly executed or certified, as may be appropriate) by the Borrower evidencing the amount of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; andLoan; (iv) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representativesadditional insured; (v) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, that such Borrower’s Prospectusresolutions have not been amended or modified since the date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (vi) the opinion of counsel for the Borrower covering such matters incident to the transactions contemplated by this Agreement as the Lender may reasonably require; and (vii) such other agreements and instruments as the Lender deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby. (b) legal matters incident There shall be no pending or, to the execution and delivery knowledge of the Borrower after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement and or the other Loan Documents by a Borrower and to or thereby or (ii) which affects or could affect the transactions contemplated hereby shall be satisfactory to business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens.

Conditions to Initial Loan. At or prior The obligation to the making of TBCC to make the initial Loan hereunder is subject to each Borrower, the satisfaction of the following conditions precedent prior to or concurrent with such initial Loan, and Borrower shall also have been satisfiedcause all such conditions to be satisfied by the Closing Deadline set forth in the Schedule: (a) Except for the Lender filing of termination statements under the Code by the existing lender to Borrower whose loans are being repaid with the Loan proceeds, no consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection, with the execution, delivery, performance, validity or enforceability of this Agreement, or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or the continuing operations of the Borrower following the consummation of such transactions. (b) TBCC and its counsel shall have performed (i) a review satisfactory to TBCC of all of the Material Contracts and other assets of the Borrower, the financial condition of the Borrower, including all of its tax, litigation, environmental and other potential contingent liabilities, and the corporate and capital structure of the Borrower and (ii) a pre-closing audit and collateral review, in each case with results satisfactory to TBCC. (c) TBCC shall have received the following (following, each dated the date of the initial Loan or as of an earlier date acceptable to be properly executed and completed) and the same shall have been approved as to TBCC, in form and substance by the Lender: satisfactory to TBCC and its counsel; (i) this a Depository Account Agreement signed (as TBCC shall designate), duly executed by such Borrower; the Borrower and its bank on TBCC's standard form; (ii) acknowledgement copies of Uniform Commercial Code financing statements (naming TBCC as secured party and the Borrower as debtor), duly filed in all jurisdictions that TBCC deems necessary or desirable to perfect and protect the Lines created hereunder, and evidence that all other filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of TBCC, a Note signed by such Borrower; perfected first priority Line on the Collateral; (iii) copies (executed or certified, as may be appropriate) the opinion of all legal documents or proceedings taken in connection with counsel for the execution and delivery of this Agreement, Borrower covering such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery transactions contemplated by this Agreement as TBCC may specify in its discretion; (iv) * all policies of insurance required by this Agreement and the other Loan Documents by a Borrower Documents, together with loss payee endorsements for all such policies naming TBCC as lender loss payee and to the transactions contemplated hereby shall be satisfactory to the Lender and its counselan additional insured; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (cv) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as copies of the date no earlier than 30 days prior to the date Borrower's articles or certificate of this Agreement) from the offices of incorporation, certified as true, correct and complete by the secretary of state of the states Borrower's state of their respective organization or incorporation within 45 days of the applicable office in the case date hereof; (vi) copies of the Cayman Borrowers; and (d) bylaws of the Lender shall be satisfied that the Loans Borrower and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and delivered by performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that such copies of the bylaws and resolutions are true, complete and accurate copies thereof, have not been amended or modified since the date of such certificate and are in full force and effect and (B) the incumbency, names and true signatures of the officers of the Borrower**; (vii) a good standing certificate from the Secretary of State of Borrower's state of incorporation and each Borrower.state in which the Borrower is qualified as a foreign corporation, each dated within ten days of the date hereof; (viii) the additional documents and agreements, if any, listed in the Schedule; and (ix) such other agreements and instruments as TBCC deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby. * AN INSURANCE CERTIFICATE WITH RESPECT TO (AND, ON TBCC'S REQUEST, COPIES OF) ** AUTHORIZED TO EXECUTE THE LOAN DOCUMENTS ON BEHALF OF THE BORROWER

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such initial Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Equipment is located; (v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vi) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, that such resolutions have received not been amended or modified since the favorable written date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (vii) the opinion of counsel for the Borrower covering such matters incident to the transactions contemplated by this Agreement as the Lender may reasonably require; and (viii) such other agreements and instruments as the Lender deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower in after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the form attached hereto as Exhibit B transactions contemplated by this Agreement or the other Loan Documents or thereby or (ii) which affects or could affect the business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Equipment is located, provided that if such Collateral Access Agreement is obtained prior to the first draw under the loan, then this condition shall be deemed satisfied; (v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vi) a certificate of the Secretary or an Assistant Secretary of the Borrower ("Secretary's Certificate") certifying (A) that attached to the Secretary's Certificate is a true, complete, and accurate copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and that such resolutions have received not been amended or modified since the favorable written date of such certification and are in full force and effect; (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (C) that attached to the Secretary's Certificate is a true and correct copy of the Articles or Certificate of Incorporation of the Company, as amended, which Articles or Certificate of Incorporation have not been further modified, repealed or rescinded and are in full force and effect; (D) that attached to the Secretary's Certificate of the Borrower is a true and correct copy of the Bylaws, as amended, which Bylaws of the Company have not been further modified repealed or rescinded and are in full force and effect; and (E) that attached to the Secretary's Certificate of the Borrower is a valid Certificate of Good Standing issued by the Secretary of the State of the Borrower's state of incorporation; (vii) the opinion of counsel for the Borrower covering such matters incident to the transactions contemplated by this Agreement as the Lender may reasonably require; and (viii) such other agreements and instruments as the Lender deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby, provided such additional agreements and instruments do not impose any additional financial covenants on Borrower. (b) There shall be no pending or, to the knowledge of the Borrower after due inquiry, threatened litigation in writing, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the form attached hereto as Exhibit B transactions contemplated by this Agreement or the other Loan Documents or thereby or (ii) which affects or could affect the business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment at of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the Loans granted in favor of the Lender under this Agreement shall be satisfied that the Loans upon filing UCC-1 Financing Statements be duly perfected and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed and delivered by each Borrowerconstitute first priority liens.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by satisfactory to the LenderLender and its counsel: (i) this Agreement signed by such Borrowercompleted requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) a Note signed Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Equipment related to such Borrower;initial Loan: (iii) copies (a Note duly executed or certified, as may be appropriate) by the Borrower evidencing the amount of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; andLoan; (iv) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representativesadditional insured; (v) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, that such Borrower’s Prospectusresolutions have not been amended or modified since the date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (vi) an agreement executed by the landlord for the premises where the Equipment will be located covering such matters incident to the transactions contemplated by this Agreement as the Lender may reasonably require: (vii) the opinion of' counsel for the Borrower covering such matters incident to the transactions contemplated by this Agreement as the Lender may reasonably require; and (viii) such other agreements and instruments as the Lender deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby. (b) legal matters incident There shall be no pending or, to the execution and delivery knowledge of the Borrower after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement and or the other Loan Documents by a Borrower and to or thereby or (ii) which affects or could affect the transactions contemplated hereby shall be satisfactory to business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Equipment is located; (v) certificates of insurance required under Section 5.4 of this Security Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vi) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery and performance of this Security Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete and accurate, that such resolutions have received not been amended or modified since the favorable written date of such certification and are in full force and effect and (B) the incumbency, names and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (vii) the opinion of counsel for the Borrower covering such matters incident to the transactions contemplated by this Security Agreement as the Lender may reasonably require; and (viii) such other agreements and instruments as the Lender deems necessary in its reasonable discretion in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower in after reasonable inquiry, threatened litigation, proceeding or other action (i) seeking an injunction or other restraining order, damages or other relief with respect to the form attached hereto as Exhibit B transactions contemplated by this Security Agreement or the other Loan Documents or thereby or (ii) which affects or could affect the business, prospects, operations, assets, liabilities or condition (financial or otherwise) of the Borrower, except, in the case of clause (ii), where such litigation, proceeding or other action could not be expected to have a Domestic Borrower and in Material Adverse Effect on the form attached hereto as Exhibit C in the case of a Cayman Borrower;. (c) the Lender The Borrower shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior paid all reasonable fees and expenses required to be paid by it to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andLender. (d) The security interests granted in favor of the Lender under this Security Agreement in the Equipment related to the initial Loan shall, upon the proper completion of all required filings of financing statements, have been duly perfected and shall constitute first priority liens (to the extent such security interests can be satisfied perfected by the filing of Uniform Commercial Code financing statements (Form UCC-1)). (e) Since October 31, 1996, there shall have been no change, event, occurrence or development or event involving a prospective change which has had or could reasonably be expected to have a Material Adverse Effect, and that all information provided by or on behalf of the Loans Borrower to the Lender hereunder or in connection herewith is true and the use of proceeds thereof comply correct in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed and delivered by each Borrowerrespects.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by satisfactory to the LenderLender and its counsel: (i) this Agreement signed by such Borrowercompleted requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) a Note signed Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Equipment related such Borrowerinitial Loan; (iii) copies (a Note duly executed or certified, as may be appropriate) by the Borrower evidencing the amount of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; andLoan; (iv) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representativesadditional insured; (v) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, that such Borrower’s Prospectusresolutions have not been amended or modified since the date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (vi) the opinion of counsel for the Borrower covering such matters incident to the transactions contemplated by this Agreement as the Lender may reasonably require; and (vii) such other agreements and instruments as the Lender deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby. (b) legal matters incident There shall be no pending or, to the execution and delivery knowledge of the Borrower, after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement and or the other Loan Documents by a Borrower and to or thereby or (ii) which affects or could affect the transactions contemplated hereby shall be satisfactory to business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B Borrower, except in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date reasonably acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by reasonably satisfactory to the LenderLender and its counsel: (i) this Agreement signed by such Borrowercompleted requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem reasonably necessary or desirable; (ii) a Note signed Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems reasonably necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender reasonably deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Equipment related to such Borrowerinitial Loan; (iii) copies (a Note duly executed or certified, as may be appropriate) by the Borrower evidencing the amount of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; andLoan; (iv) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representativesadditional insured; (v) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, that such Borrower’s Prospectusresolutions have not been amended or modified since the date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (vi) such other agreements and instruments as the Lender deems necessary in its good faith business judgment in connection with the transactions contemplated hereby. (b) legal matters incident There shall be no pending or, to the execution and delivery knowledge of the Borrower after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement and or the other Loan Documents by a Borrower and to or thereby or (ii) which affects or could affect the transactions contemplated hereby shall be satisfactory to business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in good faith business judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender under this Agreement shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required have been duly perfected by Regulation U, the Lender and shall have received a copy of FR Form U-1 duly executed and delivered by each Borrowerconstitute first priority liens.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC- 1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Equipment is located; (v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vi) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A)that the copy of the resolutions is true, complete, and accurate, that such resolutions have received not been amended or modified since the favorable written date of such certification and are in full force and effect and (B)the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (vii) the opinion of counsel for the Borrower covering such matters incident to the transactions contemplated by this Agreement as the Lender may reasonably require; and (viii) such other agreements and instruments as the Lender may reasonably request in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower in after due inquiry, threatened litigation, proceeding, inquiry, or other action (i)seeking an injunction or other restraining order, damages, or other relief with respect to the form attached hereto as Exhibit B transactions contemplated by this Agreement or the other Loan Documents or thereby or (ii)which affects or could affect the business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except, in the case of clause(ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be reasonably satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall have received deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the favorable written opinion Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of counsel for such Borrower the security interests granted to it hereunder in the form Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Equipment is located; (v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vi) a certificate of the Secretary or an Assistant Secretary of the Borrower ("Secretary's Certificate") certifying (A) that attached hereto to the Secretary's Certificate is a true, complete, and accurate copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and that such resolutions have not been amended or modified since the date of such certification and are in full force and effect; (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (C) that attached to the Secretary's Certificate is a true and correct copy of the Articles or Certificate of Incorporation of the Company, as Exhibit B amended, which Articles or Certificate of Incorporation have not been further modified, repealed or rescinded and are in full force and effect; (D) that attached to the Secretary's Certificate of the Borrower is a true and correct copy of the Bylaws, as amended, which Bylaws of the Company have not been further modified, repealed or rescinded and are in full force and effect; and (E) that attached to the Secretary's Certificate as of the date thereof is a valid Certificate of Good Standing issued by the Secretary of the State of the Borrower's state of incorporation; (vii) such other agreements and instruments as the Lender deems reasonably necessary in its sole and absolute discretion in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement or the other Loan Documents or thereby or (ii) which affects or could affect the business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall have first priority over all other liens, except for Permitted Liens.

Conditions to Initial Loan. At or prior The obligation of the Banks to undertake the Commitment and to make the initial Loans hereunder shall be subject to the making prior or contemporaneous satisfaction of the initial Loan hereunder to each Borrower, of the following conditions precedent shall also have been satisfiedprecedent: (a) The Agent, the Lender Issuing Bank and the Banks shall have received each of the following (each to be properly executed and completed) and the same shall have been approved as to following, in form and substance by satisfactory to the LenderAgent and the Banks: (i) this Agreement signed by such BorrowerThis duly executed Agreement; (ii) a A duly executed Note signed by to the order of each Bank in the amount of such BorrowerBank's pro rata share of the Commitment; (iii) A loan certificate from each Co- Borrower signed by an Authorized Representative of each Co-Borrower in substantially the form of Exhibit E attached hereto, including a certificate of incumbency with respect to each Authorized Representative of such Co-Borrower, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Certificate of Incorporation of such Co-Borrower certified to be true, complete and correct by the Secretary of State for the jurisdiction of its incorporation, (B) a true, complete and correct copy of the By-Laws of such Co-Borrower, (C) a true, complete and correct copy of the resolutions of such Co- Borrower authorizing the borrowing hereunder and the execution, delivery and performance by such Co-Borrower of the Loan Documents, (D) certificates of good standing from each jurisdiction in which such Co- Borrower is qualified to do business, and (E) copies of employment contracts for key management level employees of each Borrower, certified to be true, complete and correct by an Authorized Representative of such Co- Borrower; (iv) A loan certificate from each Material Subsidiary by an Authorized Representative of such Material Subsidiary in substantially the form of Exhibit F attached hereto, including a certificate of incumbency with respect to each Authorized Representative of such Material Subsidiary, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Certificate of Incorporation of such Material Subsidiary certified to be true, complete and correct by the Secretary of State for the jurisdiction of its incorporation, (B) a true, complete and correct copy of the By-Laws of such Material Subsidiary, (C) a true, complete and correct copy of the resolutions of such Material Subsidiary authorizing the execution, delivery and performance of each Loan Document to which it is a party, (D) certificates of good standing from each jurisdiction in which such Material Subsidiary is qualified to do business, and (E) copies of employment contracts for key management level employees of such Material Subsidiary, certified to be true, complete and correct by an Authorized Representative of such Material Subsidiary. (v) The Security Agreement duly executed by each Co-Borrower; (vi) The Trademark Security Agreement, duly executed by Housecall, Housecall, Inc. and Housecall Infusion Alternatives, Inc.; (vii) The Assignment of Partnership Interests duly executed by Housecall and Housecall Management, Inc.; (viii) The Subsidiary Security Agreement duly executed by the Material Subsidiaries; (ix) Assignment of Membership Interests duly executed by Housecall with the certificates evidencing the membership interests pledged thereunder thereto; (x) The Subsidiary Guaranty duly executed by the Material Subsidiaries; (xi) The Stock Pledge Agreement duly executed by the Co-Borrowers and the Subsidiary Pledge Agreement duly executed by the Material Subsidiaries; (xii) The stock certificates evidencing all Capital Stock of the Subsidiaries of Housecall and related stock powers duly endorsed in blank; (xiii) The Mortgage duly executed by Medical Support Services of Tennessee, Inc. encumbering each parcel of real property listed in Schedule 5.12(b) together with delivery to Agent of: (x) title insurance commitments (the "Title Insurance Commitments") issued by a title company acceptable to Agent in such form and amounts as are acceptable to Agent insuring that such Mortgage is a valid first priority Lien on the real property subject only to such exceptions to title as shall be acceptable to Agent in its sole discretion and containing such endorsements and affirmative insurance as Agent may reasonably require and which are obtainable at commercially reasonable rates in the applicable jurisdiction, and true copies of each document, instrument or certificate required by the terms of such policy and/or Mortgage, to be, or have been filed, recorded, executed or certifieddelivered in connection therewith; and (y) duly executed UCC-1 Financing Statements under the applicable Uniform Commercial Code, as may or other filings under Applicable Law, to be appropriatefiled in connection with such Mortgage in form and substance satisfactory to Agent to perfect the Lien created by the Mortgage; (xiv) Proof of payment of all legal documents title insurance premiums, documentary stamp or proceedings taken intangible taxes, recording fees and mortgage taxes payable in connection with the recording of any of the Loan Documents or the issuance of the Title Insurance Commitments (whether due on the Agreement Date or in the future) including such sums, if any, due in connection with any future Loans; (xv) Copies of all existing environmental reviews and audits pertaining to the real property encumbered by the Mortgage, and copies of other information pertaining to actual or potential environmental claims as Agent may require; (xvi) Lien search results with respect to each Co-Borrower and each Material Subsidiary from all appropriate jurisdictions and filing offices; (xvii) Original Uniform Commercial Code financing statements signed by each Co-Borrower and each Material Subsidiary as debtor and naming the Agent as secured party to be filed in all appropriate jurisdictions, in such form as shall be satisfactory to the Agent; (xviii) The opinion of (a) Xxxxxxxxxx & Xxxx, counsel to the Co-Borrowers and the Material Subsidiaries, in form and substance satisfactory to the Agent, (b) local counsel for the following jurisdictions in form and substance satisfactory to the Agent: Florida, Tennessee, Alabama, Kentucky and North 51 Carolina, and (c) Paul, Hastings, Xxxxxxxx & Xxxxxx, counsel to the Agent; (xix) The duly executed Request for Advance for the initial Loans; (xx) Copies of certificates of insurance, loss payee endorsements, and the related insurance policies covering the assets of each Co-Borrower and otherwise meeting the requirements of SECTION 6.10 hereof; (xxi) Copies of any pay-off letters, termination statements, cancelled mortgages and the like required by the Agent in connection with the removal of any Liens (other than Permitted Encumbrances) against the assets of each Co-Borrower or Material Subsidiary; (xxii) Payment of all fees and expenses payable to the Agent and the Banks in connection with the execution and delivery of this Agreement, such Borrower’s Note including, without limitation, fees and expenses of counsel to the Agent; (xxiii) Copies of the Subordinated Notes and the other Loan Documents letter agreement referenced in SECTION 7.15 duly executed by such BorrowerHousecall and WCAS Capital Partners II, L.P.; and (ivxxiv) All such other documents as the Agent may reasonably request, certified by an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (c) the Lender shall have received a good standing certificate (appropriate governmental official or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; and (d) the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and an Authorized Representative if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed and delivered by each Borrowerso requested.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by satisfactory to the LenderLender and its counsel: (i) this Agreement signed by such Borrowercompleted requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) a Note signed Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable and except as permitted by the Side Agreement, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Equipment related to such Borrowerinitial Loan; (iii) copies (a Note duly executed or certified, as may be appropriate) by the Borrower evidencing the amount of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; andLoan; (iv) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representativesadditional insured; (v) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, that such Borrower’s Prospectus;resolutions have not been amended or modified since the date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; and (vi) such other agreements and instruments as the Lender deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby. (b) legal matters incident There shall be no pending or, to the execution and delivery knowledge of the Borrower after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement and or the other Loan Documents by a Borrower and to or thereby or (ii) which affects or could affect the transactions contemplated hereby shall be satisfactory to business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be reasonably satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall have received deem reasonably necessary; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the favorable written opinion Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary to perfect and protect the priority of counsel for such Borrower the security interests granted to it hereunder in the form Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (v) a certificate of the Secretary or an Assistant Secretary of the Borrower (“Secretary’s Certificate”) certifying (A) that attached hereto to the Secretary’s Certificate is a true, complete, and accurate copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and that such resolutions have not been amended or modified since the date of such certification and are in full force and effect; (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (C) that attached to the Secretary's Certificate is a true and correct copy of the Articles or Certificate of Incorporation of the Company, as Exhibit B amended, which Articles or Certificate of Incorporation have not been further modified, repealed or rescinded and are in full force and effect; (D) that attached to the Secretary's Certificate of the Borrower is a true and correct copy of the Bylaws, as amended, which Bylaws of the Company have not been further modified, repealed or rescinded and are in full force and effect; and (E) that attached to the Secretary's Certificate is a valid Certificate of Good Standing issued by the Secretary of the State of the Borrower’s state of incorporation; and (vi) such other agreements and instruments as the Lender deems necessary in its reasonable discretion in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement or the other Loan Documents or thereby or (ii) which affects or is reasonably likely to affect the business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could reasonably not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in reasonable judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens subject to Permitted Liens.

Conditions to Initial Loan. At or prior The obligation of TBCC to the making of make the initial Loan hereunder is subject to each Borrower, the satisfaction of the following conditions precedent prior to or concurrent with such initial Loan, and Borrower shall also have been satisfiedcause all such conditions to be satisfied by the Closing Deadline set forth in the Schedule: (a) Except for the Lender filing of termination statements under the Uniform Commercial Code by the existing lender to Borrower whose loans are being repaid with the Loan proceeds and the documents and actions relating to the Liens of TBCC created hereunder, as provided for in Section 1.8(c) below, no consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or the continuing operations of the Borrower following the consummation of such transactions. (b) TBCC and its counsel shall have performed (i) a review satisfactory to TBCC of all of the Material Contracts and other assets of the Borrower, the financial condition of the Borrower, including all of its tax, litigation, environmental and other potential contingent liabilities, and the corporate and capital structure of the Borrower and (ii) a pre-closing audit and collateral review, in each case with results satisfactory to TBCC. (c) TBCC shall have received the following (following, each dated the date of the initial Loan or as of an earlier date acceptable to be properly executed and completed) and the same shall have been approved as to TBCC, in form and substance by the Lender: satisfactory to TBCC and its counsel: (i) this Agreement signed a Blocked Account Agreement, duly executed by such Borrower; the Borrower and its bank on TBCC's standard form; (ii) a Note signed by such Borrower; acknowledgment copies of Uniform Commercial Code financing statements (iii) copies (executed or certified, naming TBCC as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note secured party and the Borrower as debtor), duly filed in all jurisdictions that TBCC deems necessary or desirable to perfect and protect the Liens created hereunder, and evidence that all other Loan Documents filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of TBCC, a perfected first priority Lien on the Collateral (except for Excluded Collateral). For purposes hereof, "Excluded Collateral" shall mean (i) any deposit account held by the Borrower or any Guarantor at a depository institution office located in a jurisdiction where TBCC's security interest in such Borrower; and deposit account cannot be perfected by providing notice thereof to such depository institution (ivprovided, however, that with respect to any such deposit account Borrower shall, at TBCC's request, provide TBCC with duly executed agreements and instruments (all in form and substance satisfactory to TBCC) an incumbency certificate containing necessary or, in the nameopinion of TBCC, title desirable to perfect and genuine signatures maintain in favor of TBCC a first priority security interest in such deposit account), and (ii) specialized molds and demonstration equipment owned by Xylog Corporation and located in jurisdictions other than California and New Jersey (provided that (a) the aggregate book value of such Borrower’s authorized representatives; (v) a copy of specialized molds and demonstration equipment at all such Borrower’s Prospectus; locations other than California and New Jersey shall not at any time exceed $350,000, and (b) legal matters incident to the execution aggregate book value of such specialized molds and delivery demonstration equipment at any single location outside of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby California or New Jersey shall be satisfactory to the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrowernot at any time exceed $50,000).; (c) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; and (d) the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed and delivered by each Borrower.

Conditions to Initial Loan. At or prior The obligation of the Banks to undertake the Commitment and to make the initial Loans hereunder shall be subject to the making prior or contemporaneous satisfaction of the initial Loan hereunder to each Borrower, of the following conditions precedent shall also have been satisfiedprecedent: (a) The Agent, the Lender Issuing Bank and the Banks shall have received each of the following (each to be properly executed and completed) and the same shall have been approved as to following, in form and substance by satisfactory to the LenderAgent and the Banks: (i) this Agreement signed by such BorrowerThis duly executed Agreement; (ii) a A duly executed Revolving Loan Note signed by to the order of each Bank in the amount of such BorrowerBank's pro rata share of the Revolving Loan Commitment; (iii) A duly executed Term Note to the order of each Bank in the amount of such Bank's pro rata share of the Term Loan Commitment. (iv) A loan certificate from each Co-Borrower signed by an Authorized Representative of each Co- Borrower setting forth the changes, if any, from the loan certificate information provided to the Agent in connection with the closing of the Prior Credit Agreement; (v) A loan certificate from each Material Subsidiary setting forth the changes, if any, from the loan certificate information provided to the Agent in connection with the closing of the Prior Credit Agreement; (vi) A loan certificate from each New Subsidiary signed by an Authorized Representative of such New Subsidiary in substantially the form of Exhibit E attached hereto, including a certificate of incumbency with respect to each Authorized Representative of such New Subsidiary, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Certificate of Incorporation of such New Subsidiary certified to be true, complete and correct by the Secretary of State for the jurisdiction of its incorporation, (B) a true, complete and correct copy of the By-Laws of such New Subsidiary, (C) a true, complete and correct copy of the resolutions of such New Subsidiary authorizing the execution, delivery and performance of each Loan Document to which it is a party, (D) certificates of good standing from each jurisdiction in which such New Subsidiary is qualified to do business, and (E) copies of employment contracts for key management level employees of such New Subsidiary, certified to be true, complete and correct by an Authorized Representative of such New Subsidiary. (vii) A Supplement to the Subsidiary Security Agreement duly executed by each of the New Subsidiaries; (viii) A Supplement to the Subsidiary Guaranty duly executed by each of the New Subsidiaries; (ix) An Assignment of Partnership Interests duly executed by HFI Acquisition Corp. and HFI Management, Inc.; (x) A Supplement to the Subsidiary Pledge Agreement duly executed by HFI Acquisition Corp. and Healthfirst, Inc. and a supplement or certifiedamendment to the Stock Pledge Agreement duly executed by Housecall; (xi) The stock certificates evidencing all Capital Stock of HFI Acquisition Corp., as may HFI Management, Inc., Healthfirst, Computer Masters of Kentucky, Inc. and Health Care Resources, Inc. and related stock powers duly endorsed in blank; (xii) The New Mortgage duly executed by Healthfirst and duly executed UCC-1 Financing Statements under the applicable Uniform Commercial Code, or other filings under Applicable Law, to be appropriatefiled in connection with such New Mortgage in form and substance satisfactory to Agent to perfect the Lien created by the New Mortgage; (xiii) Copies of all legal documents or proceedings taken executed in connection with the Pending Transactions certified as true, correct and complete by an Authorized Representative of Housecall; (xiv) Original Uniform Commercial Code financing statements signed by each New Subsidiary as debtor and naming the Agent as secured party to be filed in all appropriate jurisdictions, in such form as shall be satisfactory to the Agent; (xv) The opinion of (a) Xxxxxxxxxx Xxxxxxxx LLP, counsel to the Co-Borrowers and the Material Subsidiaries, in form and substance satisfactory to the Agent, (b) local counsel for Tennessee and Kentucky in form and substance satisfactory to the Agent, and (c) Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, counsel to the Agent; (xvi) Letters to the Agent permitting the Banks to rely upon the opinion issued to Housecall by counsel for Healthfirst and by counsel for HFI Management, Inc. and HFI Home Care Management L.P. in connection with Housecall's acquisition of the Healthfirst Group; (xvii) An Assignment of Representations, Warranties and Covenants duly executed by the Housecall and HFI Acquisition Corp. in such form as shall be satisfactory to the Agent; (xviii) The duly executed Request for Advance for the initial Loans; (xix) Copies of certificates of insurance, loss payee endorsements, and the related insurance policies covering the assets of each Co-Borrower and otherwise meeting the requirements of Section 6.10 hereof; (xx) Payment of all fees and expenses payable to the Agent and the Banks in connection with the execution and delivery of this Agreement, such Borrower’s Note including, 47 without limitation, fees described in the Fee Letters and fees and expenses of counsel to the other Loan Documents by such BorrowerAgent; and (ivxxi) All such other documents as the Agent may reasonably request, certified by an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (c) the Lender shall have received a good standing certificate (appropriate governmental official or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; and (d) the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and an Authorized Representative if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed and delivered by each Borrowerso requested.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Equipment is located; (v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vi) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, that such resolutions have received not been amended or modified since the favorable written date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (vii) the opinion of counsel for the Borrower covering such matters incident to the transactions contemplated by this Agreement as the Lender may reasonably require; and (viii) such other agreements and instruments as the Lender deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower in after due inquiry (but without the form attached hereto as Exhibit B search of any docket or court or agency records), threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement or the other Loan Documents or thereby or (ii) which affects or could affect the business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens.

Conditions to Initial Loan. At The obligation of each Lender to make the initial Loan are subject to satisfaction of each of the following conditions (in addition to satisfaction of each of the conditions set forth in Section 4.01 as of the Closing Date): (a) The Administrative Agent shall have received a favorable written opinion or opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of special counsel for the Borrower and the Guarantors and covering such other matters relating to the Borrower, the Guarantors, this Credit Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (b) The Acquisition Documents shall have been, or shall be simultaneously with the incurrence of the Loans, completed to the satisfaction of the Administrative Agent and the Acquisition and related transactions shall have been consummated substantially in accordance with the terms of the Acquisition Documents. The Acquisition Documents shall not have been altered, amended or otherwise modified or supplemented or any material condition thereof waived without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by an officer of the Borrower as true and complete, of each Acquisition Document as originally executed and delivered, together with all exhibits and schedules thereto. (c) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03. (d) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the making of Effective Date, and, to the initial Loan hereunder to each Borrowerextent invoiced, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each reimbursement or payment of all out-of-pocket expenses required to be properly executed and completed) and the same shall have been approved as to form and substance reimbursed or paid by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (c) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; and (d) the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed and delivered by each Borrowerhereunder.

Conditions to Initial Loan. At or prior The obligation of Lender to the making of make the initial Loan hereunder is subject to each Borrower, satisfaction of the following conditions precedent shall also have been satisfiedprecedent: (a) Lender’s receipt of the Lender following, each of which shall have received the following be originals, facsimile or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail), followed promptly by originals unless otherwise specified, each to be properly executed and completedby a Responsible Officer of the signing Loan Party or Lender, as applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and the same shall have been approved as to each in form and substance by the reasonably satisfactory to Lender: (i) executed counterparts of this Agreement signed by such Borrowersufficient in number for distribution to Lender and the Borrowers; (ii) a Promissory Note signed executed by such Borrowerthe Borrowers in favor of Lender; (iii) copies such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Lender may reasonably require evidencing (executed or certified, as may be appropriateA) the authority of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other each Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident Party to the execution and delivery of enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as Lender may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (v) favorable written opinion of Xxxxxxx Xxxxx Xxxxx and Xxxxxxxx LLP, counsel to the Loan Parties dated the Closing Date and addressed to Lender, in form and substance reasonably satisfactory to Lender, as to such matters concerning the Loan Parties and the Loan Documents as Lender may reasonably request; (vi) a certificate signed by a Borrower Responsible Officer of the Parent certifying (A) that the conditions specified in Section 4.02 have been satisfied, (B) that there has been no event or circumstance since November 29, 2014 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) to the Solvency of the Loan Parties as of the Closing Date after giving effect to the transactions contemplated hereby, and (D) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a duly completed Compliance Certificate as of the last day of the Fiscal Quarter of the Parent and its Subsidiaries most recently ended prior to the Closing Date, signed by a Responsible Officer of the Parent; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents in favor of Lender, including a copy of the certificate of insurance in the form of XXXXX Certificate 23 or its equivalent, have been obtained and are in effect; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) the Intercreditor Agreement, duly executed by the ABL Lenders and the Loan Parties; (xi) the Representations and Warranties of Officers, duly executed by the Loan Parties; (xii) all other Loan Documents, each duly executed by the applicable Loan Parties; (xiii) results of searches or other evidence reasonably satisfactory to Lender (in each case dated as of a date reasonably satisfactory to Lender) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances; (xiv) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by Lender to be filed, registered or recorded to create or perfect the first priority Liens (subject as to priority only to Permitted Encumbrances which are non-consensual Permitted Encumbrances, permitted purchase money Liens, the interests of lessors under Capital Leases or Liens on ABL Loan Priority Collateral securing obligations under the ABL Loan Documents to the extent set forth in the Intercreditor Agreement) intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of Lender;and (xv) such other assurances, certificates, documents, or consents as Lender reasonably may require including, but not limited to the following: (A) a verification of information; (B) an instruction in respect of pay proceeds; (C) form in respect of insurance coverage; and (D) Florida document stamp tax acknowledgment. (b) Lender shall be reasonably satisfied that any financial statements delivered to it fairly present the business and financial condition of the Loan Parties and that there has been no Material Adverse Effect since November 29, 2014; (c) Lender shall have received (i) updated projected monthly Consolidated balance sheets, income statements, statements of cash flows and availability of Borrowers and Guarantors for the period through the end of the 2015 Fiscal Year, (ii) updated projected annual Consolidated balance sheets, income statements, statements of cash flows and availability of Borrowers and Guarantors through the end of the 2019 Fiscal Year, in each case as to the projections described in clauses (i) and (ii) with the assumptions set forth in all of such projections in form and substance reasonably satisfactory to Lender, and an opening pro forma balance sheet for Borrowers and Guarantors, (iii) third party appraisals of the inventory, in form and containing assumptions and appraisal methods satisfactory to Lender and the Parent by an appraiser acceptable to Lender on which Lender is permitted to rely, with results reasonably satisfactory to Lender (it being understood that the Borrowers shall not be obligated to reimburse Lender for the cost of any such inventory appraisal conducted prior to the Closing Date in connection with this facility), and (iv) field examinations of the business and collateral of Borrowers and Guarantors in accordance with Lender’s customary procedures and practices, with results reasonably satisfactory to Lender (it being understood that the Borrowers shall not be obligated to reimburse Lender for the cost of any such field examinations conducted prior to the Closing Date in connection with this facility), and (v) updates of customary legal due diligence, with results reasonably satisfactory to Lender; (d) there shall be no material pending or to any Borrower’s actual knowledge, threatened, litigation, proceeding, bankruptcy or insolvency, injunction, order or claims with respect to any Loan Party, the credit facility evidenced by this Agreement or the ABL Credit Agreement; (e) there shall not have occurred any (i) default of any Material Contract or of any agreements evidencing any debt of any Loan Party, (ii) default under any of the ABL Loan Documents or (iii) any Default or Event of Default under any of the Loan Documents; (f) there shall be no material misstatements in or omissions from the materials previously furnished to Lender by Borrowers and Guarantors and Lender has not become aware of any material information or other matter that is inconsistent in a material and adverse manner with any previous due diligence, information or matter (including any financial information). (g) the consummation of the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; and the not violate any applicable Law or any Organization Document. (h) Lender shall have received reasonably satisfactory confirmation that the favorable written opinion of counsel for such Borrower Documentation Fee (as set forth in the form attached hereto as Schedule 1 to Exhibit B in of the case of a Domestic Borrower and in Commitment Letter) required to be paid pursuant to the form attached hereto as Exhibit C in Commitment Letter will be paid by the case of a Cayman Borrower;Borrowers concurrently with the initial Loan. (ci) the Lender shall have received a good standing certificate (or reasonably satisfactory confirmation that all fees, charges and disbursements of counsel to Lender to the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days extent invoiced prior to or on the date Closing Date, plus such additional amounts of this Agreementsuch fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and Lender) from will be paid by the offices of Borrowers concurrently with the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andinitial Loan. (dj) the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy all documentation and other information requested by Lender as required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act. (k) no material changes in governmental regulations or policies affecting any Loan Party or Lender shall have occurred prior to the Closing Date. (l) the ABL Credit Agreement shall have been consummated (or consummated substantially concurrently with the consummation of FR Form U-1 duly executed the facility evidenced by this Agreement) on terms and delivered by each Borrowerconditions and pursuant to documentation reasonably satisfactory to Lender. (m) the Closing Date shall have occurred on or before February 28, 2015 or such other date as to which the Parent and Lender may agree. Lender shall notify the Parent of the Closing Date, and such notice shall be conclusive and binding on the Loan Parties.

Conditions to Initial Loan. At or prior The obligation of TBCC to the making of make the initial Loan hereunder is subject to each Borrower, the satisfaction of the following conditions precedent shall also have been satisfiedprior to or concurrent with such initial Loan: (a) Except for the Lender filing of termination statements under the Code by the existing lender to Borrower whose loans are being repaid with the Loan proceeds, no consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection, with the execution, delivery, performance, validity or enforceability of this Agreement, or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or the continuing operations of the Borrower following the consummation of such transactions. (b) TBCC and its counsel shall have performed (i) a review satisfactory to TBCC of all of the Material Contracts and other assets of the Borrower, the financial condition of the Borrower, including all of its tax, litigation, environmental and other potential contingent liabilities, and the corporate and capital structure of the Borrower and (ii) a pre-closing audit and collateral review, in each case with results satisfactory to TBCC. (c) TBCC shall have received the following (following, each dated the date of the initial Loan or as of an earlier date acceptable to be properly executed and completed) and the same shall have been approved as to TBCC, in form and substance by the Lender: satisfactory to TBCC and its counsel: (i) this Agreement signed by acknowledgment copies of Uniform Commercial Code financing statements (naming TBCC as secured party and the Borrower as debtor), duly filed in all jurisdictions that TBCC deems necessary or desirable to perfect and protect the Liens created hereunder, and Official Uniform Commercial Code searches in such Borrower; jurisdictions, showing such financing statements of record; (ii) a Note signed by the opinion of counsel for the Borrower covering such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery transactions contemplated by this Agreement as TBCC may specify in its discretion; (iii) certified copies of all policies of insurance required by this Agreement and the other Loan Documents by a Borrower Documents, together with loss payee endorsements for all such policies naming TBCC as lender loss payee and to the transactions contemplated hereby shall be satisfactory to the Lender and its counselan additional insured; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (c) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; and (d) the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed and delivered by each Borrower.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such initial Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Equipment is located; (v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vi) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, that such resolutions have received not been amended or modified since the favorable written date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (vii) the opinion of counsel for the Borrower covering such matters incident to the transactions contemplated by this Agreement as the Lender may reasonably require; and (viii) such other agreements and instruments as the Lender deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower in after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the form attached hereto as Exhibit B transactions contemplated by this Agreement or the other Loan Documents or thereby or (ii) which affects or could affect the business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens.

Conditions to Initial Loan. At or prior The obligation of the Lenders to the making of make the initial Loan hereunder is subject to each Borrower, the satisfaction of the following conditions precedent shall also have been satisfiedprior to or concurrent with such initial Loan: (a) the Lender Agent shall have received the following (following, each dated the date of the initial Loan or as of an earlier date acceptable to be properly executed and completed) and the same shall have been approved as to Agent, in form and substance by satisfactory to the LenderAgent and its counsel: (i) this Agreement signed the Notes, each duly executed by such the Borrower; (ii) a Note signed each Blocked Account Agreement, duly executed by such Borrowerthe Borrower and the Blocked Account Bank party thereto; (iii) acknowledgment copies of Uniform Commercial Code financing statements (executed or certified, naming the Agent as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note secured party and the other Loan Documents by such Borrower; andBorrower as debtor) and duly authorized release or termination statements, duly filed in all jurisdictions that the Agent deems necessary or desirable to perfect and protect the Liens created hereunder; (iv) an incumbency certificate containing completed requests for information, dated on or before the namedate of the initial Loan, title listing all effective financing statements filed in the jurisdictions referred to in clause (iii) above and genuine signatures in all other jurisdictions that the Agent deems necessary or desirable to confirm the priority of the Liens created hereunder, that name the Borrower as debtor, together with copies of such Borrower’s authorized representativesfinancing statements; (v) a copy completed perfection certificate, substantially in the form of such Exhibit H, signed by a Responsible Officer of the Borrower’s Prospectus; (bvi) legal an initial Borrowing Base Certificate, duly executed by a Responsible Officer; (vii) (A) the audited Financial Statements for the fiscal year ended December 31, 2003, certified by the Auditors, and unaudited Financial Statements of the Borrower for the eleven-month period ended November 30, 2004, certified by a Responsible Officer, and (B) a certificate executed by a Responsible Officer certifying that, from November 30, 2004 until the Closing Date, no change, event, occurrence or development or event involving a prospective change in the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Borrower has occurred which has had or could reasonably be expected to have a Material Adverse Effect, and that all information provided by or on behalf of the Borrower to the Agent hereunder or in connection herewith is true and correct in all respects; (viii) an opinion of counsel for the Borrower covering such matters incident to the execution and delivery transactions contemplated by this Agreement as the Agent may reasonably require, which such counsel is hereby requested by the Borrower to provide; (ix) certified copies of all policies of insurance required by this Agreement and the other Loan Documents Documents, together with loss payee endorsement for all such policies naming the Agent as lender loss payee and an additional insured; (x) a copy of the Business Plan for the period commencing January 1, 2005, accompanied by a certificate executed by a Responsible Officer of the Borrower certifying to the Agent that the Business Plan has been prepared in good faith based upon the assumptions contained therein and all information available at the time of preparation thereof and, as of the date of such certificate, such Chief Financial Officer is not aware of any information contained in the Business Plan which is false or misleading or of any omission of information which causes the Business Plan to be false or misleading; (xi) copies of the Governing Documents of the Borrower and a copy of the resolutions of the Board of Directors (or similar evidence of authorization) of the Borrower authorizing the execution, delivery and performance of this Agreement, the other Loan Documents to which the Borrower is or is to be a party, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that such copies of the Governing Documents and resolutions (or similar evidence of authorization) relating to the Borrower are true, complete and accurate copies thereof, have not been amended or modified since the date of such certificate and are in full force and effect and (B) the incumbency, names and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (xii) a certified copy of a certificate of the Secretary of State of the state of incorporation of the Borrower, dated within two days of the Closing Date, listing the certificate of incorporation of the Borrower and each amendment thereto on file in such official’s office and certifying that (A) such amendments are the only amendments to such certificate of incorporation on file in that office, (B) the Borrower has paid all franchise taxes to the date of such certificate and (C) the Borrower is in good standing in that jurisdiction; (xiii) a good standing certificate from the Secretary of State of each state in which the Borrower is qualified as a foreign corporation, each dated within ten days of the Closing Date; (xiv) a Collateral Access Agreement for each parcel of Property specified in Schedule 6.1 (b) and with respect to any Collateral in the possession of any Person other than the Borrower (in each case other than with respect to which the Agent has established a reserve as provided in the definition of “Eligible Inventory”), duly executed by each Person in possession of such Collateral or with a Lien on or other interest in such parcel of Property; (xv) the letter agreement as to the payment of a certain fee payable to the Agent, duly executed by the Borrower; and (xvi) such other agreements, instruments, documents and evidence as the Agent deems necessary in its reasonable discretion in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower after due inquiry, threatened litigation, proceeding, inquiry or other action (i) seeking an injunction or other restraining order, damages or other relief with respect to the transactions contemplated hereby shall be satisfactory to by this Agreement or the Lender and its counsel; and other Loan Documents or (ii) which affects or could affect the Lender shall have received business, prospects, operations, assets, liabilities or condition (financial or otherwise) of the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry or other action could not reasonably be expected to have a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower;Material Adverse Effect. (c) the Lender The Borrower shall have received a good standing certificate paid (or the equivalent in the case of each Cayman Borroweri) for such Borrower (dated as all reasonable legal, audit and background investigation fees of the date no earlier than 30 days prior to Agent in connection with the date of this Agreement) from the offices negotiation, preparation, execution and delivery of the secretary of state of Loan Documents and (ii) the states of their respective organization or of closing fee payable under Section 4.3 and all other fees referred to in this Agreement (including, without limitation, under Section 5.1 (a)(xv)) that are required to be paid on the applicable office in the case of the Cayman Borrowers; andClosing Date. (d) Except for the Lender filing of the financing and termination statements under the Code specified in Section 5.1 (a)(iii), no consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, the Notes or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or the continuing operations of the Borrower following the consummation of such transactions. (e) No change, occurrence, event or development or event involving a prospective change that could reasonably be expected to have a Material Adverse Effect shall have occurred and be continuing. (f) The Agent and its counsel shall have performed (i) a review satisfactory to the Agent of all of the material contracts and other assets (including, without limitation, leases of operating facilities) of the Borrower, the financial condition of the Borrower, including all of its tax, litigation, environmental and other potential contingent liabilities, the corporate and capital structure of the Borrower and the cash management and management information systems of the Borrower, (ii) a pre-closing audit and collateral review and (iii) reviews and investigations of such other matters as the Agent and its counsel deem appropriate, in each case with results satisfactory to the Agent. (g) The Borrower shall be satisfied in compliance with all Requirements of Law and its material contracts, other than such noncompliance that could not reasonably be expected to have a Material Adverse Effect. (h) The Liens in favor of the Loans Agent shall have been duly perfected and shall constitute first priority Liens, and the use Collateral shall be free and clear of proceeds thereof comply all Liens other than Liens in favor of the Agent and Permitted Liens. (i) After giving effect to all respect with Regulation U, and if required by Regulation URevolving Credit Loans to be made on the Closing Date, the Lender difference between (i) the lesser of (A) the Borrowing Base and (B) the Maximum Amount of the Facility and (ii) the aggregate outstanding amount of such Revolving Credit Loans shall have received a copy of FR Form U-1 duly executed and delivered by each Borrowerexceed $ 10,000,000.

Conditions to Initial Loan. At or prior The obligation of TBCC to make the initial -------------------------- Loan is subject to the making satisfaction of the initial Loan hereunder to each Borrower, the following conditions precedent prior to or concurrent with such initial Loan, and Borrower shall also have been satisfiedcause all such conditions to be satisfied by the Closing Deadline set forth in the Schedule: (a) Except for the Lender filing of termination statements under the Code by the existing lender to Borrower whose loans are being repaid with the Loan proceeds, no consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection, with the execution, delivery, performance, validity or enforceability of this Agreement, or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or the continuing operations of the Borrower following the consummation of such transactions. (b) TBCC and its counsel shall have performed (i) a review satisfactory to TBCC of all of the Material Contracts and other assets of the Borrower, the financial condition of the Borrower, including all of its tax, litigation, environmental and other potential contingent liabilities, and the corporate and capital structure of the Borrower and (ii) a pre-closing audit and collateral review, in each case with results satisfactory to TBCC. (c) TBCC shall have received the following (following, each dated the date of the initial Loan or as of an earlier date acceptable to be properly executed and completed) and the same shall have been approved as to TBCC, in form and substance by the Lender: satisfactory to TBCC and its counsel: (i) this a Depository Account Agreement signed (as TBCC shall designate), duly executed by such Borrower; the Borrower and its bank on TBCC's standard form; (ii) acknowledgment copies of Uniform Commercial Code financing statements (naming TBCC as secured party and the Borrower as debtor), duly filed in all jurisdictions that TBCC deems necessary or desirable to perfect and protect the Liens created hereunder, and evidence that all other filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of TBCC, a Note signed by such Borrower; perfected first priority Lien on the Collateral; (iii) copies (executed or certified, as may be appropriate) the opinion of all legal documents or proceedings taken in connection with counsel for the execution and delivery of this Agreement, Borrower covering such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery transactions contemplated by this Agreement as TBCC may specify in its discretion; (iv) certified copies of all policies of insurance required by this Agreement and the other Loan Documents by a Borrower Documents, together with loss payee endorsements for all such policies naming TBCC as lender loss payee and to the transactions contemplated hereby shall be satisfactory to the Lender and its counselan additional insured; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (cv) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as copies of the date no earlier than 30 days prior to the date Borrower's articles or certificate of this Agreement) from the offices of incorporation, certified as true, correct and complete by the secretary of state of the states Borrower's state of their respective organization or incorporation within 45 days of the applicable office in the case date hereof; (vi) copies of the Cayman Borrowers; and (d) bylaws of the Lender shall be satisfied that the Loans Borrower and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and delivered by performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that such copies of the bylaws and resolutions are true, complete and accurate copies thereof, have not been amended or modified since the date of such certificate and are in full force and effect and (B) the incumbency, names and true signatures of the officers of the Borrower; (vii) a good standing certificate from the Secretary of State of Borrower's state of incorporation and each Borrowerstate in which the Borrower is qualified as a foreign corporation, each dated within ten days of the date hereof; (viii) the additional documents and agreements, if any, listed in the Schedule; and (ix) such other agreements and instruments as TBCC deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall have received deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the favorable written opinion Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of counsel for such Borrower the security interests granted to it hereunder in the Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Equipment is located; (v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vi) a certificate of the Secretary or an Assistant Secretary of the Borrower ("Secretary's Certificate") certifying (A) that attached to the Secretary's Certificate is a true, complete, and accurate copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and that such resolutions have not been amended or modified since the date of such certification and are in full force and effect; (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (C) that attached to the Secretary's Certificate is a true and correct copy of the Articles or Certificate of Incorporation of the Company, as amended, which Articles or Certificate of Incorporation have not been further modified, repealed or rescinded and are in full force and effect; (D) that attached to the Secretary's Certificate of the Borrower is a true and correct copy of the Bylaws, as amended, which Bylaws of the Company have not been further modified, repealed or rescinded and are in full force and effect; and (E) that attached to the Secretary's Certificate is a valid Certificate of Good Standing issued by the Secretary of the State of the Borrower's state of incorporation; (vii) a Stock Subscription Warrant (the "Warrant") in form attached hereto and substance satisfactory to Lender in their sole discretion being issued to TBCC Funding Trust II for 33,600 shares of the Borrowers unregistered Common Stock at an exercise price per share equal to $3.00 per share; and (viii) such other agreements and instruments as Exhibit B the Lender deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement or the other Loan Documents or thereby or (ii) which affects or could affect the business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens.

Conditions to Initial Loan. At or prior (s). The obligation of each Bank to make the initial Credit Loan to be made by it hereunder shall be subject to the making fulfillment (to the satisfaction of the initial Loan hereunder to each Borrower, Agent) of the following conditions precedent shall also have been satisfiedprecedent: (a) the Lender Each Borrower shall have received the following (each to be properly executed and completeddelivered to each Bank its Tranche A Note and its Tranche B Note. (b) and Each of the same Grantors shall have been approved as to form and substance by the Lenderhave: (i) this Agreement signed by such Borrowerexecuted and delivered to the Agent the Borrower Security Agreement; (ii) a Note signed by such Borrowerduly filed appropriate Uniform Commercial Code financing statements in order to enable the Agent to perfect and preserve its security interest in the Collateral; (iii) delivered to the Agent acknowledgment copies thereof evidencing such filings; (executed iv) delivered to the Agent: (A) copies of certificates of the issuing companies with respect to policies of insurance owned by the Operators covering or certifiedin any manner relating to the Collateral naming the Borrower, in its capacity as such, as additional insured as its interests may appear; and (B) evidence of the Borrowers' and the Operators' liability insurance policies; (v) executed and delivered to the Agent, the Borrower Mortgages to be appropriateexecuted by it, in proper form for recording, and delivered to the Agent such mortgagee title insurance policies, or commitments to issue such policies, issued by such title insurance companies, in such amounts and with only such exceptions, all as shall be required by and satisfactory to the Agent; and (vi) otherwise duly complied with all of the terms and conditions of the Security Documents to be executed by it. (c) The Collateral covered by the Security Documents shall be the Eligible Healthcare Assets set forth on Schedule 2.10 (the "Initial Collateral"). In the event that the Appraised Value of the Initial Collateral is less than $262,500,000 additional Collateral consisting of Additional Eligible Healthcare Assets shall be pledged to the Agent (the "Additional Collateral") such that after giving effect to such pledge, the Appraised Value of all legal documents Collateral pledged to the Agent pursuant to the Security Documents shall not be less than $262,500,000. (d) The Agent shall have received documentation in form and substance satisfactory to it that (i) Explorer Holdings, L.P. has purchased, or proceedings taken shall concurrently purchase, for $100,000,000 (the "Equity Contribution") Series C Preferred Stock of Omega, substantially on the terms set forth in connection with the execution and delivery of this Investment Agreement, such Borrower’s Note and the Senior Notes shall either have been, or shall concurrently be, paid in full or funds sufficient to pay the Senior Notes in full shall concurrently be deposited in escrow (in a manner and pursuant to documentation reasonably satisfactory to the Agent) and then utilized to repay the Senior Notes; and (ii) the Additional Equity Contribution shall be available to repay, at least five days prior to the required payment date, or earlier as required by the Equity Contribution Documents, the Debentures; it being expressly agreed that the Tranche B Credit Loans shall not be available for this purpose and that the Borrowers shall utilize the Additional Equity Contribution for such repayment in the event that the Borrowers do not have other Loan sources available (except as provided in subsection 2.6(d) hereof). (e) The Agent and the Banks shall have received general releases from each Borrower in their favor and in form and substance satisfactory to the Agent and the Banks. (f) The Agent shall have conducted, at the Borrowers' expense, an Appraisal of all Eligible Healthcare Assets comprising the Initial Collateral and the Additional Collateral and the results thereof shall be satisfactory to the Agent and the Banks. (i) The Borrowers shall have paid to the Agent, for the benefit of the Banks, the Origination Fee. (h) The Borrowers shall have paid to the Agent, the Agency Fee and the Arrangement Fee. (i) Counsel to the Borrowers shall have delivered its opinion to, and in form and substance satisfactory to, the Agent. (j) The Agent shall have received complete copies of the Financial Statements and the Projections, each certified as such in a certificate executed by an executive officer of Omega. (k) The Agent shall have received copies of the following: (i) All of the consents, approvals and waivers referred to on Schedule 3.2 hereto (except only those which, as stated on Schedule 3.2, shall not be delivered); (ii) All of the Mortgages and the Leases covered by the Borrower Mortgages and such agreements and Leases covered by the other Security Documents as shall be specifically requested by such the Agent; (iii) The certificates of incorporation or the articles or certificates of organization of each Borrower, certified by the Secretary of State of their respective states of incorporation or organization; (iv) The by-laws, operating agreements or regulations or other similar documents of each Borrower, certified by their respective secretaries ; (v) An incumbency certificate (with specimen signatures) with respect to each Borrower; and (ivvi) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (c) the Lender shall have received a good Good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated certificates as of the date no earlier dates not more than 30 sixty (60) days prior to the date of this Agreement) the initial Loan, with respect to each Borrower, from the offices Secretary of the secretary of state of the states State of their respective states of incorporation or organization or and each state in which each of the applicable office in the case of the Cayman Borrowersthem is qualified to do business; and (dvii) All corporate action taken by each of the Lender Borrowers to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party and the transactions contemplated thereby, certified by their respective secretaries. (i) Each of the Borrowers shall have complied and shall then be in compliance with all of the terms, covenants and conditions of this Agreement; (ii) After giving effect to the initial Loan, there shall exist no Default or Event of Default hereunder; and (iii) The representations and warranties contained in Article 3 hereof shall be satisfied that true and correct on the Loans date hereof; and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender Agent shall have received a copy of FR Form U-1 duly executed and delivered by each BorrowerCompliance Certificate dated the date hereof certifying, inter alia, that the conditions set forth in this subsection 4.1(l) are satisfied on such date. (m) All legal matters incident to the initial Loans shall be satisfactory to counsel to the Agent.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by satisfactory to the LenderLender and its counsel: (i) this Agreement signed by such Borrowercompleted requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) a Note signed Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Equipment related to such Borrowerinitial Loan; (iii) copies (a Note duly executed or certified, as may be appropriate) by the Borrower evidencing the amount of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; andLoan; (iv) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representativesadditional insured; (v) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, and that such resolutions have not been amended or modified since the date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (vi) evidence satisfactory to Lender that Borrower has received at least $2,400,000 cash in the form of a loan or an equity investment from one or more shareholders of the Borrower’s Prospectus; (vii) such other agreements and instruments as the Lender deems necessary in its good faith discretion in connection with the transactions contemplated hereby. (b) legal matters incident There shall be no pending or, to the execution and delivery knowledge of the Borrower after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement and or the other Loan Documents by a Borrower and to or thereby or (ii) which affects or could affect the transactions contemplated hereby shall be satisfactory to business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender under this Agreement shall be satisfied that the Loans have been duly perfected and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the shall constitute first priority liens. (e) Lender shall have received completed a copy of FR Form U-1 duly executed and delivered by each Borrowersatisfactory due diligence discussion with America On-Line.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall have received deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the favorable written opinion Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of counsel for such Borrower the security interests granted to it hereunder in the Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Equipment is located; (v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vi) a certificate of the Secretary or an Assistant Secretary of each Borrower ("Secretary's Certificate") certifying (A) that attached to the Secretary's Certificate is a true, complete, and accurate copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and that such resolutions have not been amended or modified since the date of such certification and are in full force and effect; (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (C) that attached to the Secretary's Certificate is a true and correct copy of the Articles or Certificate of Incorporation of the Company, as amended, which Articles or Certificate of Incorporation have not been further modified, repealed or rescinded and are in full force and effect; (D) that attached to the Secretary's Certificate of the Borrower is a true and correct copy of the Bylaws, as amended, which Bylaws of the Company have not been further modified, repealed or rescinded and are in full force and effect; and (E) that attached to the Secretary's Certificate is a valid Certificate of Good Standing issued by the Secretary of the State of the Borrower's state of incorporation and a valid Certificate of Good Standing from the Secretary of the State of the state of Borrower's principal place of business, if different from the Borrower's state of incorporation; (vii) a Stock Subscription Warrant (the "Warrant") in form and substance reasonably satisfactory to Lender and Borrower, being issued to TBCC Funding Trust II for seventeen thousand five hundred eighty-eight (17,588) shares of Common Stock of Incara Pharmaceuticals Corporation at an exercise price per share equal to $1.99 (the "Exercise Price"); (viii) satisfaction of any conditions set forth in Exhibit A attached hereto hereto; (ix) determination by the Lender, as Exhibit B reasonably determined in Lender's sole discretion, that no material adverse change has occurred in the financial condition, operations or prospects of the Borrower prior to funding. The Lender reserves the right to rescind any unused portion of its commitment in the event of a material adverse change in the financial condition, operation, senior management or prospects of the Borrower; and (x) such other agreements and instruments as the Lender deems necessary in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement or the other Loan Documents or thereby or (ii) which affects or could affect the business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto judgment of the Lender, as Exhibit C determined in the case of a Cayman Borrower;Lender's good faith business judgment. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens.

Conditions to Initial Loan. At or prior The obligation of TBCC to the making of make the initial Loan hereunder is subject to each Borrower, the satisfaction of the following conditions precedent prior to or concurrent with such initial Loan, and Borrower shall also have been satisfiedcause all such conditions to be satisfied by the Closing Deadline set forth in the Schedule: (a) Except for the Lender filing of termination statements under the Uniform Commercial Code by the existing lender to Borrower whose loans are being repaid with the Loan proceeds and the documents and actions relating to the Liens of TBCC created hereunder, as provided for in Section 1.8(c) below, no consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or the continuing operations of the Borrower following the consummation of such transactions. (b) TBCC and its counsel shall have performed (i) a review satisfactory to TBCC of all of the Material Contracts and other assets of the Borrower, the financial condition of the Borrower, including all of its tax, litigation, environmental and other potential contingent liabilities, and the corporate and capital structure of the Borrower and (ii) a pre-closing audit and collateral review, in each case with results satisfactory to TBCC. (c) TBCC shall have received the following (following, each dated the date of the initial Loan or as of an earlier date acceptable to be properly executed and completed) and the same shall have been approved as to TBCC, in form and substance by the Lender: satisfactory to TBCC and its counsel: (i) this Agreement signed (except to the extent otherwise provided by such Borrower; the Streamlined Facility Agreement) a Blocked Account Agreement, duly executed by the Borrower and its bank on TBCC's standard form; (ii) acknowledgment copies of Uniform Commercial Code financing statements (naming TBCC as secured party and the Borrower as debtor), duly filed in all jurisdictions that TBCC deems necessary or desirable to perfect and protect the Liens created hereunder, and evidence that all other filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of TBCC, a Note signed by such Borrower; perfected first priority Lien on the Collateral; (iii) copies (executed or certified, as may be appropriate) the opinion of all legal documents or proceedings taken in connection with counsel for the execution and delivery of this Agreement, Borrower covering such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery transactions contemplated by this Agreement as TBCC may specify in its discretion; (iv) certified copies of all policies of insurance required by this Agreement and the other Loan Documents by a Borrower Documents, together with loss payee endorsements for all such policies naming TBCC as lender loss payee and to the transactions contemplated hereby shall be satisfactory to the Lender and its counselan additional insured; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (cv) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as copies of the date no earlier than 30 days prior to the date Borrower's articles or certificate of this Agreement) from the offices of incorporation, certified as true, correct and complete by the secretary of state of the states Borrower's state of their respective organization or incorporation within 45 days of the applicable office in the case date hereof; (vi) copies of the Cayman Borrowers; and (d) bylaws of the Lender shall be satisfied that the Loans Borrower and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and delivered by performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that such copies of the bylaws and resolutions are true, complete and accurate copies thereof, have not been amended or modified since the date of such certificate and are in full force and effect and (B) the incumbency, names and true signatures of the officers of the Borrower; (vii) a good standing certificate from the Secretary of State of Borrower's state of incorporation and each Borrowerstate in which the Borrower is qualified as a foreign corporation, each dated within ten days of the date hereof; (viii) the additional documents and agreements, if any, listed in the Schedule; and (ix) such other agreements and instruments as TBCC deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby.

Conditions to Initial Loan. At or prior The obligation of Lender to the making make its initial Loan is subject to its receipt of each of the initial Loan hereunder following, in form and substance reasonably satisfactory to each Borrower, the following conditions precedent shall also have been satisfiedLender: (a) a certificate of the Lender shall have received Secretary or an Assistant Secretary of Borrower, dated the following (each to be properly executed and completed) and requested date for the same shall have been approved as to making of such Loan in form and substance by the reasonably satisfactory to Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution a duly executed Revolving Note for Lender and delivery a duly executed copy of this Agreement and each of the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman BorrowerDocuments; (c) a completed copy of the Questionnaire; (d) a share certificate or share certificates representing the Pledged Shares, together with a stock power or stock powers (undated and duly executed in blank) for the Pledged Shares; (e) an opinion of Davis, Graham, & Sxxxxx, and such opinion dated the requested date for the making of such Loans addressing such matters as Lender reasonably requests; (f) a copy of any Governmental Approval and other third-party consents or approvals required by Borrower to execute, deliver and perform the Loan Documents to which it is a party; (g) payment of all fees, disbursements and expenses of Lender, payable at the closing based on invoices presented at least two Business Days prior to closing; (h) results of a recent search by a Person satisfactory to Lender of the Uniform Commercial Code, judgment and tax lien filings which may have been filed with respect to personal property of Borrower, and the results of such search shall be satisfactory to Lender; (i) (i) such UCC-1 financing statements and other documents as Lender may request, the filing or recordation of which is necessary or appropriate in Lender’s reasonable determination to create or perfect a security interest in the Collateral under Applicable Law, and (ii) evidence of the filing or recordation of the same in such offices as Lender shall have received specified; (j) evidence of filing or recordation at the United States Patent and Trademark Office and certain foreign patent offices, as applicable; provided that, Borrower shall provide Lender with evidence that it has filed a good standing certificate notice of security interest for the following patent applications: (or x) P10514577-5 (filed in Brazil) and (y) MX/a/2007/002300 (filed in Mexico) (together, the equivalent in “Foreign Filings”) within 15 Business Days from the case of each Cayman Borrower) for such date hereof, and Borrower (dated may not request any Loans hereunder after the initial Loan requested as of the date no earlier than 30 days prior hereof until it has provided Lender with evidence of such Foreign Filings; provided further, the foregoing requirement may be waived by Lender, in its sole discretion; (k) evidence in form and substance satisfactory to the date of this Agreement) from the offices it that all of the secretary requirements of state of the states of their respective organization or of the applicable office in the case of the Cayman BorrowersSection 12(a) hereof shall have been satisfied; and (dl) the such instruments and other documents as Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation Umay request, the Lender shall have received possession of which is necessary or appropriate in Lender’s determination to create or perfect a copy of FR Form U-1 duly executed and delivered by each Borrowersecurity interest in the Collateral under Applicable Law.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall have received deem reasonably necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the favorable written opinion Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems reasonably necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems reasonably necessary or desirable to perfect and protect the priority of counsel for such Borrower the security interests granted to it hereunder in the form Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Equipment is located; (v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vi) a certificate of the Secretary or an Assistant Secretary of the Borrower ("Secretary's Certificate") certifying (A) that attached hereto to the Secretary's Certificate is a true, complete, and accurate copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and that such resolutions have not been amended or modified since the date of such certification and are in full force and effect; (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (C) that attached to the Secretary's Certificate is a true and correct copy of the Articles or Certificate of Incorporation of the Company, as Exhibit B amended, which Articles or Certificate of Incorporation have not been further modified, repealed or rescinded and are in full force and effect; (D) that attached to the Secretary's Certificate of the Borrower is a true and correct copy of the Bylaws, as amended, which Bylaws of the Company have not been further modified, repealed or rescinded and are in full force and effect; and (E) that attached to the Secretary's Certificate is a valid Certificate of Good Standing issued by the Secretary of the State of the Borrower's state of incorporation; and (vii) such other agreements and instruments as the Lender deems necessary in its good faith business judgment in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the best of Borrower's knowledge after due inquiry, threatened in writing litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement or the other Loan Documents or thereby or (ii) which affects or could affect the business, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens.

Conditions to Initial Loan. At or prior The Obligation of the Lender to make the Initial Loan hereunder is subject to the making satisfaction of the initial Loan hereunder to each Borrowerfollowing conditions: (i) On the date of execution of this Agreement, the following conditions precedent Lender shall also have been satisfiedreceived: (a) an original of this Agreement (including all Exhibits and Annexes thereto), the Disclosure Letter and the Pledge Agreement, duly-executed by each party hereto and thereto; (b) 100% of the outstanding Capital Stock of Holdings, together with stock powers duly executed in blank, in each case pursuant to the Pledge Agreement; (c) an incumbency certificate of each Obligor and of Holdings, executed by the Secretary or an Assistant Secretary thereof, which shall identify by name and title and bear the signature of the officers of such Obligor authorized to sign the Loan Documents and (in the case of the Borrower) to make borrowings hereunder, upon which certificate the Lender shall be entitled to rely until informed of any change in writing by such Obligor; (d) a copy of the Certificate of Incorporation of each of the Obligors and of Holdings, together with all amendments thereto, certified by the appropriate governmental officer in its jurisdiction of incorporation; (e) a copy of the By-Laws of each of the Obligors and of Holdings, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of such Obligor; (f) a copy, certified by the Secretary or an Assistant Secretary of such Obligor or Holdings (as applicable), of each Obligor's and Holding's resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Lender) authorizing the execution, delivery and performance of the Loan Documents to be executed by it and the transactions contemplated thereby; and (ii) On the Initial Funding Date the Lender shall have received: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such BorrowerNote; and (ivb) an incumbency certificate containing the nameHoldings Note, title duly endorsed in blank. (c) certificates of good standing for each of the Obligors certified by the appropriate governmental officer in its jurisdiction of incorporation and genuine signatures in the State of such Borrower’s authorized representativesNew Jersey; (vd) a copy written opinion of such Borrower’s Prospectus; (b) legal matters incident counsel to the execution Obligors and delivery Holdings, dated as of this Agreement and the other Loan Documents by a Borrower and Initial Funding Date, addressed to the Lender, with respect to matters customary in transactions of the type contemplated hereby shall be by this Agreement, in form and substance reasonably satisfactory to the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (c) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; and (d) the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed and delivered by each Borrower.

Conditions to Initial Loan. At The Commitment of each Lender to make its initial Loan on or after the date hereof is subject to the conditions that, on or prior to the making date of the initial Loan hereunder to each Borrower, the following conditions precedent shall also have been satisfiedsuch Loan: (a) the Lender The Agent shall have received the following (each to be properly a counterpart of this Agreement executed and completed) and the same shall have been approved as to form and substance by the Agent, the Borrower and each Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus;. (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; and the Lender The Agent shall have received evidence satisfactory to it that all fees, accrued interest and other amounts due to Xxxxxxx Xxxxx under the favorable written opinion Three-Year Revolving Credit Agreement, dated as of counsel for such Borrower in May 1, 2002, among the form attached hereto Borrower, the lenders party thereto and Citibank, N.A., as Exhibit B in administrative agent, shall have been paid, repaid or prepaid (as appropriate), or will be paid, repaid or prepaid (as appropriate), on the case date of a Domestic Borrower and in the form attached hereto as Exhibit C in first Borrowing hereunder with the case proceeds of a Cayman Borrower;Loans. (c) the Lender The Agent shall have received a good standing certificate (or evidence satisfactory to it of the equivalent in effectiveness of the case of each Cayman Borrower) for such Borrower (Three-Year Amended and Restated Credit Facility and the $45,000,000 Revolving Credit Agreement, dated as of the date no earlier than 30 days hereof, among TXU, the lenders party thereto and Credit Lyonnais New York Branch, as agent. (d) The Agent shall have received favorable written legal opinions of (i) (A) Xxxxxx Xxxx & Priest LLP, special New York counsel to the Borrower, and (B) Hunton & Xxxxxxxx LLP, counsel to the Borrower, and (ii) King & Spalding LLP, in each case dated the date hereof, addressed to the Agent and the Lenders and in form and substance satisfactory to the Agent. (e) The Agent shall have received (i) a copy of the certificate of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the State of Texas, and a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that attached thereto is a true and complete copy of the bylaws of the Borrower as in effect on the date hereof and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the Board of Directors authorizing the execution and delivery by the Borrower of this Agreement, the Borrowings to be made by the Borrower hereunder and the performance by the Borrower of all of its obligations hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) from that the offices certificate of incorporation referred to in clause (i) above has not been amended since the date of the secretary last amendment thereto shown on the certificate of state good standing furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the states Borrower; (iii) a certificate of their respective organization or another officer of the applicable office in Borrower as to the case incumbency and specimen signature of the Cayman BorrowersSecretary or Assistant Secretary executing the certificate pursuant to (ii) above; andand (iv) a certificate of a Responsible Officer of the Borrower stating that (A) no action, consent or approval of, registration or filing with or other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by the Borrower of this Agreement, except those as have been duly obtained and as are (1) in full force and effect, (2) sufficient for their purpose and (3) not subject to any pending or, to the knowledge of such person, threatened appeal or other proceeding seeking reconsideration or review thereof, (B) the representations and warranties set forth in Article III hereof are true and correct in all material respects on and as of the date hereof, and (C) no Event of Default or Default has occurred and is continuing on the date hereof. (df) the Lender shall be satisfied that the Loans The Lenders and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender Agent shall have received a copy payment of FR Form U-1 duly executed all fees and delivered by each Borrowerreimbursement of all expenses for which invoices have been presented as and when due on or prior to the date of the initial Borrowing pursuant to the terms of this Agreement. (g) The Agent shall have received such other approvals, opinions, certificates, instruments and documents as the Agent or any of the Lenders may have reasonably requested, in form satisfactory to the Agent and the requesting Lender (if applicable).

Conditions to Initial Loan. At or prior The obligation of TBCC to the making of make the initial Loan hereunder is subject to each Borrower, the satisfaction of the following conditions precedent prior to or concurrent with such initial Loan, and Borrower shall also have been satisfiedcause all such conditions to be satisfied by the Closing Deadline set forth in the Schedule: (a) Except for the Lender filing of termination statements under the Code by the existing lender to Borrower whose loans are being repaid with the Loan proceeds and the documents and actions relating to the Liens of TBCC created hereunder, as provided for in Section 1.8(c) below, no consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection, with the execution, delivery, performance, validity or enforceability of this Agreement, or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or the continuing operations of the Borrower following the consummation of such transactions. (b) TBCC and its counsel shall have performed (i) a review satisfactory to TBCC of all of the Material Contracts and other assets of the Borrower, the financial condition of the Borrower, including all of its tax, litigation, environmental and other potential contingent liabilities, and the corporate and capital structure of the Borrower and (ii) a pre-closing audit and collateral review, in each case with results satisfactory to TBCC. (c) TBCC shall have received the following (following, each dated the date of the initial Loan or as of an earlier date acceptable to be properly executed and completed) and the same shall have been approved as to TBCC, in form and substance by the Lender: satisfactory to TBCC and its counsel: (i) this a Blocked Account Agreement signed , duly executed by such Borrower; the Borrower and its bank on TBCC's standard form; (ii) acknowledgment copies of Uniform Commercial Code financing statements (naming TBCC as secured party and the Borrower as debtor), duly filed in all jurisdictions that TBCC deems necessary or desirable to perfect and protect the Liens created hereunder, and evidence that all other filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of TBCC, a Note signed by such Borrower; perfected first priority Lien on the Collateral; (iii) copies (executed or certified, as may be appropriate) the opinion of all legal documents or proceedings taken in connection with counsel for the execution and delivery of this Agreement, Borrower covering such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery transactions contemplated by this Agreement as TBCC may specify in its discretion; (iv) certified copies of all policies of insurance required by this Agreement and the other Loan Documents by a Borrower Documents, together with loss payee endorsements for all such policies naming TBCC as lender loss payee and to the transactions contemplated hereby shall be satisfactory to the Lender and its counselan additional insured; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (cv) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as copies of the date no earlier than 30 days prior to the date Borrower's articles or certificate of this Agreement) from the offices of incorporation, certified as true, correct and complete by the secretary of state of the states Borrower's state of their respective organization or incorporation within 45 days of the applicable office in the case date hereof; (vi) copies of the Cayman Borrowers; and (d) bylaws of the Lender shall be satisfied that the Loans Borrower and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and delivered by performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that such copies of the bylaws and resolutions are true, complete and accurate copies thereof, have not been amended or modified since the date of such certificate and are in full force and effect and (B) the incumbency, names and true signatures of the officers of the Borrower; (vii) a good standing certificate from the Secretary of State of Borrower's state of incorporation and each Borrowerstate in which the Borrower is qualified as a foreign corporation, each dated within ten days of the date hereof; (viii) the additional documents and agreements, if any, listed in the Schedule; and (ix) such other agreements and instruments as TBCC deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby.

Conditions to Initial Loan. At or prior The obligation of TBCC to make the initial -------------------------- Loan is subject to the making satisfaction of the initial Loan hereunder to each Borrower, the following conditions precedent prior to or concurrent with such initial Loan, and Borrower shall also have been satisfiedcause all such conditions to be satisfied by the Closing Deadline set forth in the Schedule: (a) Except for the Lender filing of termination statements under the Code by the existing lender to Borrower whose loans are being repaid with the Loan proceeds, no consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection, with the execution, delivery, performance, validity or enforceability of this Agreement, or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or the continuing operations of the Borrower following the consummation of such transactions. (b) TBCC and its counsel shall have performed (i) a review satisfactory to TBCC of all of the Material Contracts and other assets of the Borrower, the financial condition of the Borrower, including all of its tax, litigation, environmental and other potential contingent liabilities, and the corporate and capital structure of the Borrower and (ii) a pre-closing audit and collateral review, in each case with results satisfactory to TBCC. (c) TBCC shall have received the following (following, each dated the date of the initial Loan or as of an earlier date acceptable to be properly executed and completed) and the same shall have been approved as to TBCC, in form and substance by the Lender: satisfactory to TBCC and its counsel: (i) this a Depository Account Agreement signed (as TBCC shall designate), duly executed by such Borrower; the Borrower and its bank on TBCC's standard form; (ii) a Note signed by such Borrower; acknowledgment copies of Uniform Commercial Code financing statements (iii) copies (executed or certified, naming TBCC as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note secured party and the Borrower as debtor), duly filed in all jurisdictions that TBCC deems necessary or desirable to perfect and protect the Liens created hereunder, and evidence that all other Loan Documents by such Borrower; and (iv) an incumbency certificate containing filings, registrations and recordings have been made in the nameappropriate governmental offices, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the all other Loan Documents by a Borrower and to the transactions contemplated hereby action has been taken, which shall be satisfactory necessary to create, in favor of TBCC, a perfected first priority Lien on the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman BorrowerCollateral; (c) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; and (d) the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed and delivered by each Borrower.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrowerdeem necessary or desirable; (cii) Uniform Commercial Code financing statement (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) a leasehold mortgage or an assignment of leases and rentals in connection with a lease dated March 1, 1999 between Borrower and The Pear Avenue Group, as lessor in such form as Lender shall have received deem necessary or desirable in its sole discretion and a good standing Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Equipment is located; (v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such Policies naming the Lender as lender loss payee and as an additional insured; (vi) a certificate of the Secretary or an Assistant Secretary of the Borrower ("Secretary's Certificate") certifying (A) that attached to the Secretary's Certificate is a true, complete, and accurate copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date execution, delivery, and performance of this Agreement) from , the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; and (d) the Lender shall be satisfied that the Loans other Loan Documents, and the use of proceeds thereof comply in all respect with Regulation Utransactions contemplated hereby and thereby, and if required by Regulation U, that such resolutions have not been amended or modified since the Lender shall have received a copy of FR Form U-1 duly executed and delivered by each Borrower.date

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall have received deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the favorable written opinion Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of counsel for such Borrower the security interests granted to it hereunder in the form Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Equipment is located; (v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vi) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached hereto to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, that such resolutions have not been amended or modified since the date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; and (vii) such other agreements and instruments as Exhibit B the Lender deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement or the other Loan Documents or thereby or (ii) which affects or could affect the business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens.

Conditions to Initial Loan. At The Commitment of each Lender to make its initial Loan on or after the date hereof is subject to the conditions that, on or prior to the making date of the initial Loan hereunder to each Borrower, the following conditions precedent shall also have been satisfiedsuch Loan: (a) the Lender The Agent shall have received the following (each to be properly a counterpart of this Agreement executed and completed) and the same shall have been approved as to form and substance by the Agent, the Borrower and each Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus;. (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; and the Lender The Agent shall have received evidence satisfactory to it that all fees, accrued interest and other amounts due to Credit Lyonnais under the favorable written opinion Three-Year Revolving Credit Agreement, dated as of counsel for such Borrower in May 1, 2002, among the form attached hereto Borrower, the lenders party thereto and Citibank, N.A., as Exhibit B in administrative agent, shall have been paid, repaid or prepaid (as appropriate), or will be paid, repaid or prepaid (as appropriate), on the case date of a Domestic Borrower and in the form attached hereto as Exhibit C in first Borrowing hereunder with the case proceeds of a Cayman Borrower;Loans. (c) the Lender The Agent shall have received a good standing certificate (or evidence satisfactory to it of the equivalent in effectiveness of the case Three-Year Amended and Restated Credit Facility and of each Cayman Borrower) for such Borrower (the $55,000,000 Revolving Credit Agreement, dated as of the date no earlier than 30 days hereof, among TXU, the lenders party thereto and Xxxxxxx Xxxxx Capital Corporation, as agent. (d) The Agent shall have received favorable written legal opinions of (i) (A) Xxxxxx Xxxx & Priest LLP, special New York counsel to the Borrower, and (B) Hunton & Xxxxxxxx LLP, counsel to the Borrower, and (ii) King & Spalding LLP, in each case dated the date hereof, addressed to the Agent and the Lenders and in form and substance satisfactory to the Agent. (e) The Agent shall have received (i) a copy of the certificate of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the State of Texas, and a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that attached thereto is a true and complete copy of the bylaws of the Borrower as in effect on the date hereof and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the Board of Directors authorizing the execution and delivery by the Borrower of this Agreement, the Borrowings to be made by the Borrower hereunder and the performance by the Borrower of all of its obligations hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) from that the offices certificate of incorporation referred to in clause (i) above has not been amended since the date of the secretary last amendment thereto shown on the certificate of state good standing furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the states Borrower; (iii) a certificate of their respective organization or another officer of the applicable office in Borrower as to the case incumbency and specimen signature of the Cayman BorrowersSecretary or Assistant Secretary executing the certificate pursuant to (ii) above; andand (iv) a certificate of a Responsible Officer of the Borrower stating that (A) no action, consent or approval of, registration or filing with or other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by the Borrower of this Agreement, except those as have been duly obtained and as are (1) in full force and effect, (2) sufficient for their purpose and (3) not subject to any pending or, to the knowledge of such person, threatened appeal or other proceeding seeking reconsideration or review thereof, (B) the representations and warranties set forth in Article III hereof are true and correct in all material respects on and as of the date hereof, and (C) no Event of Default or Default has occurred and is continuing on the date hereof. (df) the Lender shall be satisfied that the Loans The Lenders and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender Agent shall have received a copy payment of FR Form U-1 duly executed all fees and delivered by each Borrowerreimbursement of all expenses for which invoices have been presented as and when due on or prior to the date of the initial Borrowing pursuant to the terms of this Agreement. (g) The Agent shall have received such other approvals, opinions, certificates, instruments and documents as the Agent or any of the Lenders may have reasonably requested, in form satisfactory to the Agent and the requesting Lender (if applicable).

Conditions to Initial Loan. At or prior The obligation of TBCC to make the -------------------------- initial Loan is subject to the making satisfaction of the initial Loan hereunder to each Borrower, the following conditions precedent prior to or concurrent with such initial Loan, and Borrower shall also have been satisfiedcause all such conditions to be satisfied by the Closing Deadline set forth in the Schedule: (a) Except for the Lender filing of termination statements under the Code by the existing lender to Borrower whose loans are being repaid with the Loan proceeds, no consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection, with the execution, delivery, performance, validity or enforceability of this Agreement, or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or the continuing operations of the Borrower following the consummation of such transactions. (b) TBCC and its counsel shall have performed (i) a review satisfactory to TBCC of all of the Material Contracts and other assets of the Borrower, the financial condition of the Borrower, including all of its tax, litigation, environmental and other potential contingent liabilities, and the corporate and capital structure of the Borrower and (ii) a pre-closing audit and collateral review, in each case with results satisfactory to TBCC. (c) TBCC shall have received the following (following, each dated the date of the initial Loan or as of an earlier date acceptable to be properly executed and completed) and the same shall have been approved as to TBCC, in form and substance by the Lender: satisfactory to TBCC and its counsel: (i) this a Depository Account Agreement signed (as TBCC shall designate), duly executed by such Borrower; the Borrower and its bank on TBCC's standard form; (ii) acknowledgment copies of Uniform Commercial Code financing statements (naming TBCC as secured party and the Borrower as debtor), duly filed in all jurisdictions that TBCC deems necessary or desirable to perfect and protect the Liens created hereunder, and evidence that all other filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of TBCC, a Note signed by such Borrower; perfected first priority Lien on the Collateral; (iii) copies (executed or certified, as may be appropriate) the opinion of all legal documents or proceedings taken in connection with counsel for the execution and delivery of this Agreement, Borrower covering such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery transactions contemplated by this Agreement as TBCC may specify in its discretion; (iv) certified copies of all policies of insurance required by this Agreement and the other Loan Documents by a Borrower Documents, together with loss payee endorsements ft)r all such policies naming TBCC as lender loss payee and to the transactions contemplated hereby shall be satisfactory to the Lender and its counselan additional insured; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (cv) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as copies of the date no earlier than 30 days prior to the date Borrower's' articles or certificate of this Agreement) from the offices of incorporation, certified as true, correct and complete by the secretary of state of the states Borrower's state of their respective organization or incorporation within 45 days of the applicable office in the case date hereof; (vi) copies of the Cayman Borrowers; and (d) bylaws of the Lender shall be satisfied that the Loans Borrower and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and delivered by performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that such copies of the bylaws and resolutions are true, complete and accurate copies thereof, have not been amended or modified since the date of such certificate and are in full force and effect and (B) the incumbency, names and true signatures of the officers of the Borrower; (vii) a good standing certificate from the Secretary of State of Borrower's state of incorporation and each Borrowerstate in which the Borrower is qualified as a foreign corporation, each dated within ten days of the date hereof; (viii) the additional documents and agreements, if any, listed in the Schedule; and (ix) such other agreements and instruments as TBCC deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by satisfactory to the LenderLender and its counsel: (i) this Agreement signed by such Borrowercompleted requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) a Note signed Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Equipment related to such Borrowerinitial Loan; (iii) copies (a Note duly executed or certified, as may be appropriate) by the Borrower evidencing the amount of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; andLoan; (iv) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representativesadditional insured; (v) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, that such Borrower’s Prospectusresolutions have not been amended or modified since the date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (vi) such other agreements and instruments as the Lender deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby. (b) legal matters incident There shall be no pending or, to the execution and delivery knowledge of the Borrower after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement and or the other Loan Documents by a Borrower and to or thereby or (ii) which affects or could affect the transactions contemplated hereby shall be satisfactory to business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Equipment is located; (v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vi) a certificate of the Secretary or an Assistant Secretary of the Borrower ("Secretary's Certificate") certifying (A) that attached to the Secretary's Certificate is a true, complete, and accurate copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and that such resolutions have received not been amended or modified since the favorable written date of such certification and are in full force and effect; (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (C) that attached to the Secretary's Certificate is a true and correct copy of the Articles or Certificate of Incorporation of the Company, as amended, which Articles or Certificate of Incorporation have not been further modified, repealed or rescinded and are in full force and effect; (D) that attached to the Secretary's Certificate of the Borrower is a true and correct copy of the Bylaws, as amended, which Bylaws of the Company have not been further modified, repealed or rescinded and are in full force and effect; and (E) that attached to the Secretary's Certificate is a valid Certificate of Good Standing issued by the Secretary of the State of the Borrower's state of incorporation; (vii) the opinion of counsel for the Borrower covering such matters incident to the transactions contemplated by this Agreement as the Lender may reasonably require; and (viii) such other agreements and instruments as the Lender may reasonably request. (b) There shall be no pending or, to the knowledge of the Borrower in after reasonable inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the form attached hereto as Exhibit B transactions contemplated by this Agreement or the other Loan Documents or thereby or (ii) which affects or could affect the business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in good faith judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens.

Conditions to Initial Loan. At or prior The obligation of TBCC to the making of make the initial Loan hereunder is subject to each Borrower, the satisfaction of the following conditions precedent shall also have been satisfiedprior to or concurrent with such initial Loan: (a) Except for the Lender filing of termination statements under the Code by the existing lender to Borrower whose loans are being repaid with the Loan proceeds, if any, no consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection, with the execution, delivery, performance, validity or enforceability of this Agreement, or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or the continuing operations of the Borrower following the consummation of such transactions, except for compliance by Borrower with the disclosure requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "SEC Disclosure Requirements"). (b) TBCC and its counsel shall have performed (i) a review satisfactory to TBCC of all of the Material Contracts and other assets of the Borrower, the financial condition of the Borrower, including all of its tax, litigation, environmental and other potential contingent liabilities, and the corporate and capital structure of the Borrower and (ii) a pre-closing audit and collateral review, in each case with results satisfactory to TBCC. (c) TBCC shall have received the following (following, each dated the date of the initial Loan or as of an earlier date acceptable to be properly executed and completed) and the same shall have been approved as to TBCC, in form and substance by the Lender: satisfactory to TBCC and its counsel: (i) this Agreement signed a Depository Account Agreement, duly executed by such Borrower; the Borrower and its Bank on TBCC's standard form; (ii) a Note signed by acknowledgment copies of Uniform Commercial Code financing statements (naming TBCC as secured party and the Borrower as debtor), duly filed in all jurisdictions that TBCC deems necessary or desirable to perfect and protect the Liens created hereunder, and Official Uniform Commercial Code searches in such Borrower; jurisdictions, showing such financing statements of record; (iii) copies (executed or certified, as may be appropriate) the opinion of all legal documents or proceedings taken in connection with counsel for the execution and delivery of this Agreement, Borrower covering such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery transactions contemplated by this Agreement as TBCC may specify in its discretion; (iv) certified copies of all policies of insurance required by this Agreement and the other Loan Documents by a Borrower Documents, together with loss payee endorsements for all such policies naming TBCC as lender loss payee and to the transactions contemplated hereby shall be satisfactory to the Lender and its counselan additional insured; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (c) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; and (d) the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed and delivered by each Borrower.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be reasonably satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall have received deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the favorable written opinion Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of counsel for such Borrower the security interests granted to it hereunder in the form Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Equipment is located; (v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vi) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached hereto to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, that such resolutions have not been amended or modified since the date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; and (vii) such other agreements and instruments as Exhibit B the Lender reasonably deems necessary in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement or the other Loan Documents or thereby or (ii) which affects or could reasonably be expected to affect the business, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in good faith business judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens.

Conditions to Initial Loan. At or prior The obligation of TBCC to the making of make the initial Loan hereunder is subject to each Borrower, the satisfaction of the following conditions precedent prior to or concurrent with such initial Loan, and Borrower shall also have been satisfiedcause all such conditions to be satisfied by the Closing Deadline set forth in the Schedule: (a) Except for the Lender filing of termination statements under the Uniform Commercial Code by the existing lender to Borrower whose loans are being repaid with the Loan proceeds and the documents and actions relating to the Liens of TBCC created hereunder, as provided for in Section 1.8(c) below, no consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or the continuing operations of the Borrower following the consummation of such transactions. (b) TBCC and its counsel shall have performed (i) a review satisfactory to TBCC of all of the Material Contracts and other assets of the Borrower, the financial condition of the Borrower, including all of its tax, litigation, environmental and other potential contingent liabilities, and the corporate and capital structure of the Borrower and (ii) a pre-closing audit and collateral review, in each case with results satisfactory to TBCC. (c) TBCC shall have received the following (following, each dated the date of the initial Loan or as of an earlier date acceptable to be properly executed and completed) and the same shall have been approved as to TBCC, in form and substance by the Lender: satisfactory to TBCC and its counsel: (i) this Agreement signed a Blocked Account Agreement, duly executed by such Borrower; the Borrower and its bank on TBCC's standard form; (ii) acknowledgment copies of Uniform Commercial Code financing statements (naming TBCC as secured party and the Borrower as debtor), duly filed in all jurisdictions that TBCC deems necessary or desirable to perfect and protect the Liens created hereunder, and evidence that all other filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of TBCC, a Note signed by such Borrower; perfected first priority Lien on the Collateral; (iii) copies (executed or certified, as may be appropriate) the opinion of all legal documents or proceedings taken in connection with counsel for the execution and delivery of this Agreement, Borrower covering such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery transactions contemplated by this Agreement as TBCC may specify in its discretion; (iv) certified copies of all policies of insurance required by this Agreement and the other Loan Documents by a Borrower Documents, together with loss payee endorsements for all such policies naming TBCC as lender loss payee and to the transactions contemplated hereby shall be satisfactory to the Lender and its counselan additional insured; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (cv) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as copies of the date no earlier than 30 days prior to the date Borrower's articles or certificate of this Agreement) from the offices of incorporation, certified as true, correct and complete by the secretary of state of the states Borrower's state of their respective organization or incorporation within 45 days of the applicable office in the case date hereof; (vi) copies of the Cayman Borrowers; and (d) bylaws of the Lender shall be satisfied that the Loans Borrower and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and delivered by performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that such copies of the bylaws and resolutions are true, complete and accurate copies thereof, have not been amended or modified since the date of such certificate and are in full force and effect and (B) the incumbency, names and true signatures of the officers of the Borrower; (vii) a good standing certificate from the Secretary of State of Borrower's state of incorporation and each Borrowerstate in which the Borrower is qualified as a foreign corporation, each dated within ten days of the date hereof; (viii) the additional documents and agreements, if any, listed in the Schedule; and (ix) such other agreements and instruments as TBCC deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Equipment is located; (v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vi) a certificate of the Secretary or an Assistant Secretary of the Borrower ("Secretary's Certificate") certifying (A) that attached to the Secretary's Certificate is a true, complete, and accurate copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and that such resolutions have received not been amended or modified since the favorable written date of such certification and are in full force and effect; (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (C) that attached to the Secretary's Certificate is a true and correct copy of the Articles or Certificate of Incorporation of the Company, as amended, which Articles or Certificate of Incorporation have not been further modified, repealed or rescinded and are in full force and effect; (D) that attached to the Secretary's Certificate of the Borrower is a true and correct copy of the Bylaws, as amended, which Bylaws of the Company have not been further modified, repealed or rescinded and are in full force and effect; and (E) that attached to the Secretary's Certificate is a valid Certificate of Good Standing issued by the Secretary of the State of the Borrower's state of incorporation; (vii) the opinion of counsel for the Borrower covering such matters incident to the transactions contemplated by this Agreement as the Lender may reasonably require; and (viii) such other agreements and instruments as the Lender deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower in after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the form attached hereto as Exhibit B transactions contemplated by this Agreement or the other Loan Documents or thereby or (ii) which affects or could affect the business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Equipment related to the initial Loan granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each Borrowershall constitute first priority liens, subject only to Permitted Liens.

Conditions to Initial Loan. At or The obligation of TBCC to make the initial -------------------------- Loan is subject to the satisfaction of the following conditions prior to or concurrent with such initial Loan, and Borrower shall cause all such conditions to be satisfied by the making Closing Deadline set forth in the Schedule. (a) Except for the filing of termination statements under the Uniform Commercial Code by the existing lender to Borrower whose loans are being repaid with the Loan proceeds, no consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection, with the execution, delivery, performance, validity or enforceability of this Agreement, or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or the continuing operations of the Borrower following the consummation of such transactions. (b) TBCC and its counsel shall have performed (i) a review satisfactory to TBCC of all the Material Contracts and other assets of the Borrower, the financial condition of the Borrower, including all of its tax, litigation, environmental and other potential contingent liabilities, and the corporate and capital structure of the Borrower and (ii) a pre-closing audit and collateral review, in each case with results satisfactory to TBCC. (c) TBCC shall have received the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each BorrowerTBCC, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: satisfactory to TBCC and its counsel: (i) this a Depository Account Agreement signed duly executed by such Borrower; the Borrower and its Bank on TBCC's standard form; (ii) a Note signed by acknowledgment copies of Uniform Commercial Code financing statements (naming TBCC as secured party and the Borrower as debtor), duly filed in all jurisdictions that TBCC deems necessary or desirable to perfect and protect the Liens created hereunder, and Official Uniform Commercial Code searches in such Borrower; jurisdictions, showing such financing statements of record; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such the Borrower in the form attached hereto as Exhibit B in A; (iv) certified copies of all policies of insurance required by this Agreement and the case of a Domestic Borrower other Loan Documents, together with loss payee endorsements for all such policies naming TBCC as lender loss payee and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; an additional insured; (cv) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as Copies of the date no earlier than 30 days prior to the date Borrower's articles or certificate of this Agreement) from the offices of incorporation, certified as true, correct and complete by the secretary of state of the states Borrower's state of their respective organization or incorporation within 45 days of the applicable office in the case date hereof; (vi) copies of the Cayman Borrowers; and (d) bylaws of the Lender shall be satisfied that the Loans Borrower and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and delivered by performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that such copies of the bylaws and resolutions are true, complete and accurate copies thereof, have not been amended or modified since the date of such certificate and are in full force and effect and (B) the incumbency, names and true signatures of the officers of the Borrower; (vii) a good standing certificate from the Secretary of State of Borrower's state of incorporation and each Borrower.state in which the Borrower is qualified as a foreign corporation, each dated within ten days of the date hereof; (viii) such other agreements and instruments as TBCC reasonably deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby. TBCC LOAN AND SECURITY AGREEMENT

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be reasonably satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Collateral; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) an Intellectual Property Security Agreement duly executed by the Borrower specifically identifying and granting to the Lender a security interest in all of the Borrower's intellectual property; (v) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the Collateral is located; (vi) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vii) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, that such resolutions have received not been amended or modified since the favorable written date of such certification and are in full force and effect and (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (viii) the opinion of counsel for the Borrower covering such Borrower matters incident to the transactions contemplated by this Agreement as the Lender may reasonably require; and (ix) such other agreements and instruments as the Lender deems necessary in its sole and absolute discretion in connection with the form attached hereto as Exhibit B transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower,threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the transactions contemplated by this Agreement or the other Loan Documents or thereby or (ii) which affects or could affect the business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the date no earlier than 30 days prior to the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andsuch date. (d) The security interests in the Collateral granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed perfected and delivered by each shall constitute first priority liens to the fullest extent permissible under Borrower's existing agreements.

Conditions to Initial Loan. At or prior The obligation of Lender to the making of make the initial Loan hereunder is subject to each Borrower, the satisfaction of the following conditions precedent shall also have been satisfiedprior to or concurrent with such initial Loan: (a) the Lender shall have received the following (following, each dated the date of the initial Loan or as of an earlier date acceptable to be properly executed and completed) and the same shall have been approved as to Lender, in form and substance by the Lendersatisfactory to Lender and its counsel: (i) this Agreement signed duly executed by such Borrower; (ii) a the Note signed duly executed by such Borrower; (iii) copies (the Pledge Agreement duly executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such by Borrower’s Note and the other Loan Documents by such Borrower; and; (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representativesexecuted Reg U-1 Form; (v) a copy an opinion of in-house counsel for Borrower covering such Borrower’s Prospectus; (b) legal matters incident to the execution transactions contemplated by this Agreement as Lender may reasonably require, which such counsel is hereby requested by Borrower to provide; (vi) a Secretary’s Certificate of Borrower attaching the organizational documents of Borrower, a current good standing certificate from the State of California, a copy of the resolutions of the board of directors authorizing the execution, delivery and delivery performance of this Agreement and the other Loan Documents Documents, and the incumbency, names and true signatures of the officers of Borrower authorized to sign the Loan Documents; (vii) evidence of the opening by Borrower of the Borrower’s Account with Citibank; (viii) evidence that the Pledged Account contains Collateral with a fair market value in excess of $25,000,000; (ix) an initial Borrowing Base Certificate; and (x) such other agreements, instruments, documents and evidence as Lender deems necessary in its discretion in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of Borrower and after due inquiry, threatened litigation, proceeding, inquiry or other action (i) seeking an injunction or other restraining order, damages or other relief with respect to the transactions contemplated hereby shall be satisfactory to by this Agreement or the Lender and its counsel; and other Loan Documents or (ii) which affects or could affect the Lender shall have received the favorable written opinion business, prospects, operations, assets, liabilities or condition (financial or otherwise) of counsel for such Borrower in the form attached hereto as Exhibit B Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry or other action could not reasonably be expected to have a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower;Material Adverse Effect. (c) the Lender Borrower shall have received a good standing certificate (or paid all reasonable fees and expenses of Lender in connection with the equivalent in the case of each Cayman Borrower) for such Borrower (dated as negotiation, preparation, execution and delivery of the date no earlier than 30 days prior Loan Documents (including expenses of counsel to Lender), not to exceed $15,000 through the date of this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andClosing Date. (d) the Lender shall be satisfied that the Loans and the use The Liens in favor of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy been duly perfected and shall constitute first priority Liens, and the Collateral shall be free and clear of FR Form U-1 duly executed and delivered by each Borrowerall Liens other than Permitted Liens.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searches for the Borrower as the Lender shall deem necessary or desirable; (ii) Uniform Commercial Code financing statements (Form UCC-1) duly executed by the Borrower (naming the Lender as secured party and the Borrower as debtor and in form acceptance for filing in all jurisdictions that the Lender deems necessary or desirable to perfect the security interests granted to it hereunder) and, if applicable, termination statements or other releases duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the priority of the security interests granted to it hereunder in the Equipment related to such initial Loan; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of premises in Vienna, Virginia where the Equipment is located; (v) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (vi) a copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that the copy of the resolutions is true, complete, and accurate, that such resolutions have received not been amended or modified since the favorable written date of such certification and are in full force and effect and (B) the Incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (vii) the opinion of counsel for the Borrower covering such matters incident to the transactions contemplated by this Agreement as the Lender may reasonably require; and (viii) such other agreements and instruments as the Lender deems necessary in its good faith business judgment in connection with the transactions contemplated hereby. (b) There shall be no pending or, to the knowledge of the Borrower in after due inquiry, threatened litigation, proceeding, inquiry, or other action (i) seeking an injunction or other restraining order, damages, or other relief with respect to the form attached hereto as Exhibit B transactions contemplated by this Agreement or the other Loan Documents or thereby or (ii) which affects or could affect the business, prospects, operations, assets, liabilities, or condition (financial or otherwise) of the Borrower, except, in the case of clause (ii), where such litigation, proceeding, inquiry, or other action could not be expected to have a Domestic Borrower and Material Adverse Effect in the form attached hereto as Exhibit C in judgment of the case of a Cayman Borrower;Lender. (c) The Borrower shall have paid all fees and expenses required to be paid by it to the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as of the such date no earlier than 30 days prior to the date of (fees and expenses in connection closing this Agreement) from the offices of the secretary of state of the states of their respective organization or of the applicable office in the case of the Cayman Borrowers; andtransaction are capped at $57,000). (d) The security interests in the Collateral and the Additional Collateral granted in favor of the Lender shall be satisfied that the Loans and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received a copy of FR Form U-1 been duly executed and delivered by each Borrowerperfected and, with respect to the Equipment related to the initial Loan, shall constitute first priority liens.

Conditions to Initial Loan. At or prior The obligation of TBCC to the making of make the initial Loan hereunder is subject to each Borrower, the satisfaction of the following conditions precedent prior to or concurrent with such initial Loan, and Borrower shall also have been satisfiedcause all such conditions to be satisfied by the Closing Deadline set forth in the Schedule: (a) Except for the Lender filing of termination statements under the Uniform Commercial Code by the existing lender to Borrower whose loans are being repaid with the Loan proceeds and the documents and actions relating to the Liens of TBCC created hereunder, as provided for in Section 1.8(c) below, no consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or the continuing operations of the Borrower following the consummation of such transactions. (b) TBCC and its counsel shall have performed (i) a review satisfactory to TBCC of all of the Material Contracts and other assets of the Borrower, the financial condition of the Borrower, including all of its tax, litigation, environmental and other potential contingent liabilities, and the corporate and capital structure of the Borrower and (ii) a pre-closing audit and collateral review, in each case with results satisfactory to TBCC. (c) TBCC shall have received the following (following, each dated the date of the initial Loan or as of an earlier date acceptable to be properly executed and completed) and the same shall have been approved as to TBCC, in form and substance by the Lender: satisfactory to TBCC and its counsel: (i) this a Blocked Account Agreement signed , duly executed by such Borrower; the Borrower and its bank on TBCC's standard form; (ii) acknowledgment copies of Uniform Commercial Code financing statements (naming TBCC as secured party and the Borrower as debtor), duly filed in all jurisdictions that TBCC deems necessary or desirable to perfect and protect the Liens created hereunder, and evidence that all other filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of TBCC, a Note signed by such Borrower; perfected first priority Lien on the Collateral*; (iii) copies (executed or certified, as may be appropriate) the opinion of all legal documents or proceedings taken in connection with counsel for the execution and delivery of this Agreement, Borrower covering such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery transactions contemplated by this Agreement as TBCC may specify in its discretion; (iv) certified copies of all policies of insurance required by this Agreement and the other Loan Documents by a Borrower Documents, together with loss payee endorsements for all such policies naming TBCC as lender loss payee and to the transactions contemplated hereby shall be satisfactory to the Lender and its counselan additional insured; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (cv) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as copies of the date no earlier than 30 days prior to the date Borrower's articles or certificate of this Agreement) from the offices of incorporation, certified as true, correct and complete by the secretary of state of the states Borrower's state of their respective organization or incorporation within 45 days of the applicable office in the case date hereof; (vi) copies of the Cayman Borrowers; and (d) bylaws of the Lender shall be satisfied that the Loans Borrower and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and delivered by performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that such copies of the bylaws and resolutions are true, complete and accurate copies thereof, have not been amended or modified since the date of such certificate and are in full force and effect and (B) the incumbency, names and true signatures of the officers of the Borrower**; (vii) a good standing certificate from the Secretary of State of Borrower's state of incorporation and each Borrowerstate in which the Borrower is qualified as a foreign corporation, each dated within ten days of the date hereof; (viii) the additional documents and agreements, if any, listed in the Schedule; and (ix) such other agreements and instruments as TBCC deems necessary in its*** discretion in connection with the transactions contemplated hereby.

Conditions to Initial Loan. At or prior The obligation of TBCC to the making of make the initial Loan hereunder is subject to each Borrower, the satisfaction of the following conditions precedent prior to or concurrent with such initial Loan, and Borrower shall also have been satisfiedcause all such conditions to be satisfied by the Closing Deadline set forth in the Schedule: (a) Except for the Lender filing of termination statements under the Code by the existing lender to Borrower whose loans are being repaid with the Loan proceeds, no consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection, with the execution, delivery, performance, validity or enforceability of this Agreement, or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or the continuing operations of the Borrower following the consummation of such transactions. (b) TBCC and its counsel shall have performed (i) a review satisfactory to TBCC of all of the Material Contracts and other assets of the Borrower, the financial condition of the Borrower, including all of its tax, litigation, environmental and other potential contingent liabilities, and the corporate and capital structure of the Borrower and (ii) a pre-closing audit and collateral review, in each case with results satisfactory to TBCC. (c) TBCC shall have received the following (following, each dated the date of the initial Loan or as of an earlier date acceptable to be properly executed and completed) and the same shall have been approved as to TBCC, in form and substance by the Lender: satisfactory to TBCC and its counsel: (i) this a Depository Account Agreement signed (as TBCC shall designate), duly executed by such Borrower; the Borrower and its bank on TBCC's standard form; (ii) acknowledgment copies of Uniform Commercial Code financing statements (naming TBCC as secured party and the Borrower as debtor), duly filed in all jurisdictions that TBCC deems necessary or desirable to perfect and protect the Liens created hereunder, and evidence that all other filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of TBCC, a Note signed by such Borrower; perfected first priority Lien on the Collateral; (iii) copies (executed or certified, as may be appropriate) the opinion of all legal documents or proceedings taken in connection with counsel for the execution and delivery of this Agreement, Borrower covering such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery transactions contemplated by this Agreement as TBCC may specify in its discretion; (iv) certified copies of all policies of insurance required by this Agreement and the other Loan Documents by a Borrower Documents, together with loss payee endorsements for all such policies naming TBCC as lender loss payee and to the transactions contemplated hereby shall be satisfactory to the Lender and its counselan additional insured; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (cv) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as copies of the date no earlier than 30 days prior to the date Borrower's articles or certificate of this Agreement) from the offices of incorporation, certified as true, correct and complete by the secretary of state of the states Borrower's state of their respective organization or incorporation within 45 days of the applicable office in the case date hereof; (vi) copies of the Cayman Borrowers; and (d) bylaws of the Lender shall be satisfied that the Loans Borrower and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender shall have received a copy of FR Form U-1 duly executed the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and delivered by performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that such copies of the bylaws and resolutions are true, complete and accurate copies thereof, have not been amended or modified since the date of such certificate and are in full force and effect and (B) the incumbency, names and true signatures of the officers of the Borrower; (vii) a good standing certificate from the Secretary of State of Borrower's state of incorporation and each Borrowerstate in which the Borrower is qualified as a foreign corporation, each dated within ten days of the date hereof; (viii) the additional documents and agreements, if any, listed in the Schedule; and (ix) such other agreements and instruments as TBCC deems necessary in its sole and absolute discretion in connection with the transactions contemplated hereby.

Conditions to Initial Loan. At or prior (a) The obligation of the Lender to make the initial Loan is subject to the making Lender's receipt of the following, on or before the Closing Date, each dated the date of the initial Loan hereunder or as of an earlier date acceptable to each Borrowerthe Lender, the following conditions precedent shall also have been satisfied: (a) the Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to in form and substance by the Lender: (i) this Agreement signed by such Borrower; (ii) a Note signed by such Borrower; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; : (i) completed requests for information (Form UCC-11) listing all effective Uniform Commercial Code financing statements naming the Borrower as debtor and all tax lien, judgment, and litigation searche for the Borrower as the Lender shall deem necessary or desirable; (ii) acknowledgment copies of Uniform Commercial Code financi statements (naming the Lender as secured party and the Borrower as debtor), duly filed in all jurisdictions that the Lender deems necessary or desirable to perfect and protect the security interests created hereunder, and evidence that all other filings, registrations and recordings have received been made in the favorable written appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of the Lender, a perfected first priority Lien on the Collateral (subject to Permitted Liens), to the extent a perfected first priority Lien on the Collateral can be created by filing a Uniform Commercial Code financing statement or taking the other Required Actions described in Section 5.9 below; (iii) a Note duly executed by the Borrower evidencing the amount of such Loan; (iv) an Intellectual Property Security Agreement, in form and substance satisfactory to the Lender and its counsel, duly executed by the Borrower, specifically identifying and granting to the Lender a security interest in all of the Borrower's intellectual property ; (v) if requested by the Lender, a Collateral Access Agreement duly executed by the lessor or mortgagee, as the case may be, of each premises where the equipment Collateral is located; (vi) a Notice of Security Interest, in form and substance satisfactory to the Lender and its counsel, to each financial institution at which any deposit accounts of Borrower are maintained except a notice of security interest will not be required or sent to financial institutions in the U.K., provided that such financial institutions do not contain at any time balances for the Borrower in excess of the equivalent of $40,000 U.S. dollars; (vii) the warrants described in the Commitment Letter, if any; (viii) certificates of insurance required under Section 5.4 of this Agreement together with loss payee endorsements for all such policies naming the Lender as lender loss payee and as an additional insured; (ix) a certificate of the Secretary or an Assistant Secretary of the Borrower ("Secretary's Certificate") certifying (A) that attached to the Secretary's Certificate is a true, complete, and accurate copy of the resolutions of the Board of Directors of the Borrower (or a unanimous consent of directors in lieu thereof) authorizing the execution, delivery, and performance of this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and that such resolutions have not been amended or modified since the date of such certification and are in full force and effect; (B) the incumbency, names, and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party; (C) that attached to the Secretary's Certificate is a true and correct copy of the Articles or Certificate of Incorporation of the Company, as amended, which Articles or Certificate of Incorporation have not been further modified, repealed or rescinded and are in full force and effect; (D) that attached to the Secretary's Certificate of the Borrower is a true and correct copy of the Bylaws, as amended, which Bylaws of the Company have not been further modified, repealed or rescinded and are in full force and effect; and (E) that attached to the Secretary's Certificate is a valid Certificate of Good Standing issued by the Secretary of the State of the Borrower's state of incorporation; (xi) the opinion of counsel for the Borrower covering such Borrower in matters incident to the form attached hereto transactions contemplated by this Agreement as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman BorrowerLender may reasonably require; (cxii) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as evidence of the date no earlier than 30 days prior to consent or authorization of, filing with or other act by or in respect of any governmental agency or authority or any other Person required in connection with the date execution, delivery, performance, validity or enforceability of this Agreement) from , or the offices other Loan Documents or the consummation of the secretary of state of the states of their respective organization transactions contemplated hereby or of the applicable office in the case of the Cayman Borrowersthereby; and (dxiii) such other documents, agreements and instruments as the Lender shall be satisfied that deems necessary in its reasonable discretion in connection with the Loans and transactions contemplated hereby. (b) The security interests in the use Collateral granted in favor of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender under this Agreement shall have received been duly perfected and shall constitute first priority liens, except for Permitted Liens , to the extent a copy of FR Form U-1 duly executed and delivered perfected first priority lien can be created by each Borrowerfiling a Uniform Commercial Code financing statement or taking the other Required Actions described in Section 5.9 below.

Conditions to Initial Loan. At The Commitment of each Lender to make its initial Loan on or after the date hereof is subject to the conditions that, on or prior to the making date of the initial Loan hereunder to each Borrower, the following conditions precedent shall also have been satisfiedsuch Loan: (a) the Lender The Agent shall have received evidence satisfactory to it that the following commitments of the lenders under the 2001 Agreement have been terminated and that all fees, accrued interest and other amounts outstanding under the 2001 Agreement have been paid, repaid or prepaid (as appropriate), or will be paid, repaid or prepaid (as appropriate), on the date of the first Borrowing hereunder with the proceeds of Loans. (b) The Agent shall have received favorable written legal opinions of (i) (A) Xxxxxx Xxxx & Priest LLP, special New York counsel to the Borrower, and (B) Hunton & Xxxxxxxx, counsel to the Borrower, and (ii) King & Spalding, special New York counsel to the Agent, in each case dated the date hereof, addressed to be properly executed and completed) the Agent and the same shall have been approved as to Lenders and in form and substance by satisfactory to the Lender:Agent. (c) The Agent shall have received (i) this Agreement signed a copy of the certificate of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the State of Texas, and a certificate as to the good standing of the Borrower as of a recent date from such Borrower; Secretary of State; (ii) a Note signed by such Borrower; certificate of the Secretary or an Assistant Secretary of the Borrower certifying (iiiA) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution that attached thereto is a true and delivery of this Agreement, such Borrower’s Note and the other Loan Documents by such Borrower; and (iv) an incumbency certificate containing the name, title and genuine signatures of such Borrower’s authorized representatives; (v) a complete copy of such Borrower’s Prospectus; (b) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents by a Borrower and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel; and the Lender shall have received the favorable written opinion of counsel for such Borrower in the form attached hereto as Exhibit B in the case of a Domestic Borrower and in the form attached hereto as Exhibit C in the case of a Cayman Borrower; (c) the Lender shall have received a good standing certificate (or the equivalent in the case of each Cayman Borrower) for such Borrower (dated as bylaws of the Borrower as in effect on the date no earlier than 30 days hereof and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the Board of Directors authorizing the execution and delivery by the Borrower of this Agreement, the Borrowings to be made by the Borrower hereunder and the performance by the Borrower of all of its obligations hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) from that the offices certificate of incorporation referred to in clause (i) above has not been amended since the date of the secretary last amendment thereto shown on the certificate of state good standing furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the states Borrower; (iii) a certificate of their respective organization or another officer of the applicable office in Borrower as to the case incumbency and specimen signature of the Cayman BorrowersSecretary or Assistant Secretary executing the certificate pursuant to (ii) above; andand (iv) a certificate of a Responsible Officer of the Borrower stating that (A) no action, consent or approval of, registration or filing with or other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by the Borrower of this Agreement, except those as have been duly obtained and as are (1) in full force and effect, (2) sufficient for their purpose and (3) not subject to any pending or, to the knowledge of such person, threatened appeal or other proceeding seeking reconsideration or review thereof, (B) the representations and warranties set forth in Article III hereof are true and correct in all material respects on and as of the date hereof, and (C) no Event of Default or Default has occurred and is continuing on the date hereof. (d) The Lenders, the Lender shall be satisfied that the Loans Agent and the use of proceeds thereof comply in all respect with Regulation U, and if required by Regulation U, the Lender Joint Lead Arrangers shall have received a copy payment of FR Form U-1 duly executed all fees and delivered by each Borrowerreimbursement of all expenses for which invoices have been presented as and when due on or prior to the date of the initial Borrowing pursuant to the terms of this Agreement or the Letter Agreement. (e) The Agent shall have received such other approvals, opinions, certificates, instruments and documents as the Agent or any of the Lenders may have reasonably requested, in form satisfactory to the Agent, the Joint Lead Arrangers and the requesting Lender (if applicable).