Common use of Documents Required for the Closing Clause in Contracts

Documents Required for the Closing. The Borrowers shall have delivered to the Lender, prior to the initial disbursement of the Loan (the "Closing"), the following: (a) The Revolving Note duly executed by the Borrowers; (b) Copies of the Mortgages, which shall have been duly executed by all proper parties and recorded at the appropriate recording office, with all recording fees therefor paid; (c) The Financial Statements; (d) A copy of the Security Agreement and/or the financing statements and other instruments required thereunder, which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (e) A copy of the Trust Indenture, which shall have been executed by all proper parties; (f) A copy of the Pledge Agreement and other instruments required thereunder, which shall have been executed by all proper parties; (g) A copy of the Patent Collateral Assignment which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (h) A copy of the Trademark Security Agreement which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (i) Evidence that the Note Purchase Agreements have been executed and delivered and the proceeds delivered to SpecTran; (j) A copy, certified as of the date of the Closing, of votes of the boards of directors of each Borrower and shareholders (except for SpecTran) of each Borrower, authorizing the execution, delivery, and performance of this Agreement, the Revolving Note, the Collateral Documents and each other document to be delivered pursuant hereto;

Documents Required for the Closing. The Borrowers Borrower shall have delivered to the Lender, Agent prior to the initial disbursement of the Loan (the "Closing"), Loans the following: (aA) The Revolving Note Evidence satisfactory to the Agent and the Banks that the Horizon Acquisition has been closed pursuant to the terms of the Stock Purchase Agreement and that the Borrower is the lawful owner and holder of all of the shares of Horizon; (B) This Agreement, duly executed by the BorrowersBorrower, the Guarantors, the Agent and the Banks; (bC) Copies of The Notes; (D) Stock Pledge Agreements (collectively, the Mortgages"Stock Pledge Agreements") in the form attached hereto as Exhibit E, which shall have been including Schedule I thereto, duly executed by all proper parties the Borrower and recorded at Southern Health Systems, Inc., respectively, together with certificates representing the appropriate recording officeshares pledged thereby, with all recording fees therefor paidduly endorsed in blank, and stock powers duly endorsed in blank; (cE) The Financial StatementsDuly executed Guaranty and Suretyship Agreements (collectively the "Guaranty and Suretyship Agreements") of the Guarantors, in the form attached hereto as Exhibit F; (dF) The Financing Statements required by Section IV; (G) A copy of the Security Agreement and/or the financing statements and other instruments required thereunder, which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (e) A copy resolutions of the Trust Indenture, which shall have been executed by all proper parties; (f) A copy Borrower's board of the Pledge Agreement and other instruments required thereunder, which shall have been executed by all proper parties; (g) A copy of the Patent Collateral Assignment which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (h) A copy of the Trademark Security Agreement which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (i) Evidence that the Note Purchase Agreements have been executed and delivered and the proceeds delivered to SpecTran; (j) A copydirectors, certified by the corporate secretary or assistant secretary of Borrower as of the date of the Closing, of votes of the boards of directors of each Borrower and shareholders (except for SpecTran) of each Borrower, authorizing the execution, delivery, delivery and performance of this Agreement, the Revolving NoteNotes, the Collateral Documents Documents, and each other document to be delivered pursuant hereto; (H) A copy of resolutions of each Guarantor's board of directors, certified as of the date of Closing by the secretary of each of such corporations, authorizing the execution, delivery and performance of any documents to be delivered by such corporation pursuant to this Agreement, including without limitation any of the Collateral Documents. (I) A copy, certified as of the most recent date practicable, by the applicable Secretaries of State of Borrower's and each Guarantor's Charter, together with a certificate dated the date of the Closing of each corporate secretary to the effect that such certificates of incorporation have not been amended since the date of the aforesaid Secretary of State certifications; (J) A copy of Borrower's by-laws certified by Borrower's secretary as of the date of the Closing; (K) A copy of the by-laws of each Guarantor certified by each Guarantor's secretary as of the date of Closing; (L) A certificate dated the date of the Closing of Borrower's corporate secretary as to the incumbency and signatures of the officers of Borrower executing this Agreement, the Notes, the Collateral Documents, and each other document to be delivered pursuant hereto; (M) A certificate dated the date of the Closing of each Guarantor's corporate secretary as to the incumbency and signatures of the officers of each of such corporation executing any document to be delivered pursuant hereto, including without limitation any of the Collateral Documents. (N) Certificates, as of the most recent dates practicable, of the Delaware Secretary of State and the Secretary of State of each state in which a Borrower is qualified as a foreign corporation as to the good standing of such Borrower; (O) Certificates, as of the most recent date practicable, of the Secretaries of State in each state where each Guarantor is organized as to the good standing of each such Subsidiary; (P) A written opinion of Messrs. Armstrong, Allen, Prewitt, Gentry, Xxxxxxxx & Xxxxxx, PLLC, the Borrower's counsel, dated the date of the Closing and addressed individually to each Bank, in the form attached hereto as Exhibit G and otherwise satisfactory to the Banks. (Q) A certificate, dated the date of the Closing, signed by the president, vice president, chief financial officer, or corporate controller of the Borrower and to the effect that: (1) The representations and warranties set forth within Section V are true as of the date of the Closing; (2) No Event of Default or Unmatured Default has occurred as of such date; (3) All of the Collateral Documents are and shall remain in full force and effect. (R) Copies of all Material Supplier Agreements, said agreements to be in form and substance satisfactory to Banks and containing such inventory buy-back arrangements as may be acceptable to the Banks. (S) Copies of all documents evidencing the terms and conditions of any debt specified as Subordinated Indebtedness on Exhibit D in form and substance satisfactory to Banks; (T) A fully executed Intercreditor Agreement between the Banks, the Agent and the holders of the existing Subordinated Indebtedness in such form as may be required by the Banks. (U) A fully executed Subordination Agreement between Genzyme Corporation and the Agent on behalf of the Banks subordinating the lien of Genzyme Corporation against the accounts of Nova Factor, Inc. to those liens on such accounts granted hereunder by Nova Factor, Inc. in favor of the Agent for the benefit of the Banks to secure the Obligations. (V) A Federal Reserve Form (or Forms) U-1, duly completed and executed by the Borrower and each Pledgor.

Documents Required for the Closing. The Borrowers Debtor shall have delivered or ---------------------------------- caused to be delivered to Bank, at the Lender, prior to the initial disbursement of the Loan (the "Closing")signing hereof, the following, in form and substance satisfactory to Bank, executed by the applicable parties and otherwise subject as follows: (a) The Revolving Note duly executed by the BorrowersNotes; (b) Copies of All necessary releases, satisfactions, assignments, subordinations and termination statements to cause the Mortgages, which shall have been duly executed by all proper parties and recorded at security interests granted therein to be first priority security interests in the appropriate recording office, with all recording fees therefor paidCollateral (subject only to Permitted Liens); (c) The Financial StatementsPledge Agreement required by Section 8.08 hereof, pursuant to which Debtor shall pledge (i) one hundred percent (100%) of the capital stock of its wholly-owned Subsidiary, Affinity, (ii) one hundred percent (100%) of the capital stock of its wholly-owned Subsidiary, EuroBioPharm, and (iii) sixty-six percent (66%) of the capital stock of its wholly-owned Subsidiary, EPIC, Ltd., together with all appropriate stock powers and certificates required to be delivered in connection therewith; (d) A copy of the Security Agreement and/or the The financing statements and other instruments required thereunderby Section 6.07 hereof, which shall have been duly executed by all proper parties and filed at necessary to perfect the appropriate filing office, with all filing fees therefor paidsecurity interests in the Collateral; (e) A copy Copies of the Trust Indentureresolutions of the board of directors and shareholders of Debtor (certified as of the Effective Date by the corporate secretary or assistant secretary of Debtor) authorizing the execution, which shall have been executed by all proper partiesdelivery and performance of this Agreement, the Notes and each other Loan Document to be delivered to Bank pursuant hereto; (f) A copy Copies (certified by the Secretary of State of the Pledge Agreement state of incorporation and other instruments required thereunder, which shall have been executed by all proper parties; (gauthorized officers of Debtor) A copy of the Patent Collateral Assignment which shall have been duly executed by all proper parties and filed at the appropriate filing officearticles of incorporation or constituent documents, with all filing fees therefor paid; (h) A copy as amended as of the Trademark Security Agreement which shall have been duly executed Effective Date, and any fictitious name registrations, for Debtor, together with a copy (certified by all proper parties the secretary or assistant secretary of Debtor) of the by-laws for Debtor and filed at the appropriate filing office, with all filing fees therefor paid; a certificate (i) Evidence that the Note Purchase Agreements have been executed and delivered and the proceeds delivered to SpecTran; (j) A copy, certified dated as of the date of the Closing, of votes of the boards of directors of each Borrower and shareholders (except for SpecTran) of each Borrowerof such officer to the effect that the foregoing documents have not been amended since the date of the aforesaid certifications; (g) A certificate (dated the Effective Date) of the secretary or assistant secretary of Debtor as to the incumbency and signatures of the officers thereof who are executing this Agreement on the behalf of Debtor and as to the Designated Officers of Debtor; (h) Certificates of good standing and subsistence with respect to Debtor as of the most recent date practicable prior to the Effective Date, authorizing the execution, delivery, and performance of this Agreement, the Revolving Note, the Collateral Documents and from each other document state in which it is organized or qualified (or to be delivered pursuant heretoqualified) to transact business; (i) Evidence of the insurance coverages required by this Agreement together with evidence of payment of all premiums which are due and payable as of the Effective Date; (j) Uniform Commercial Code, Judgment, Suits and Tax Lien Searches satisfactory to Bank regarding Debtor; (k) Written opinions of Debtor's legal counsel dated the Effective Date and addressed to Bank, in form and substance satisfactory to Bank regarding such legal matters as Bank shall request relating to the subject matter hereof; (l) The Collateral Assignment and Security Agreements, assigning the rights of Debtor in and to the Bio-Pharm GmbH Note and Euro Bio-Pharm, Ltd. Note; (m) The originally executed Bio-Pharm GmbH Note and Euro Bio-Pharm Ltd. Note; and (n) Such other undertakings, instruments and documents as Bank shall require.

Documents Required for the Closing. The Borrowers Prior to or concurrently with the Closing, the following instruments, documents, and things duly executed by all proper Persons, and all in form and substance acceptable to Bank, shall have been delivered to the LenderBank: (A) This Agreement; (B) The Note; (C) The Mortgage, prior to the initial disbursement of the Loan (the "Closing"), together with the following: (a1) Evidence that the Mortgage has been (or will be) duly recorded in all filing or recording offices that Bank may deem necessary or desirable, and that all filing and recording taxes and fees have been paid, (2) The Revolving Note fully-paid Title Insurance Policy, in an amount not less than the Loan Amount, insuring the Mortgage to be a valid first Lien on the Mortgaged Property, free and clear of all Liens (including, but not limited to, mechanics’ and materialmen’s Liens), excepting only Permitted Liens and other Liens approved by Bank in its discretion, and providing for such other affirmative insurance (to the extent available) and such coinsurance and direct access reinsurance as Bank may deem reasonably necessary or desirable, (3) Such consents and agreements of lessors, lessees, and other Third Parties, and such estoppel letters and other confirmations, as Bank may deem necessary or desirable in its reasonable discretion; (4) Evidence that all other action that Bank may deem necessary or desirable in its reasonable discretion in order to create and perfect a valid first Lien on the Mortgaged Property has been taken; (D) The Assignment of Rents and Leases, together with evidence that the Assignment of Rents and Leases has been (or will be) duly executed by recorded in all filing or recording offices that Bank may deem necessary or desirable, and that all filing and recording taxes and fees have been paid; (E) The Assignments of Management Agreement, together with a copy of the management agreements the subject thereof (which management agreements and property managers thereunder are subject to the review and approval of Bank); (F) Closing Certificates of Borrowers; (bG) Copies of the MortgagesFinancing Statements naming Borrowers as debtors and Bank as secured party, which shall together with evidence that each such Financing Statement has been duly recorded in all filing or recording offices that Bank may deem necessary or desirable, and that all filing and recording taxes and fees have been duly executed by all proper parties and recorded at the appropriate recording office, with all recording fees therefor paid; (cH) The Financial Statements;With respect to each Borrower, a certificate of an officer or other representative acceptable to Bank dated as of the date of this Agreement, certifying as to the incumbency and signatures of the representatives of such Borrower signing each Loan Document to which such Borrower is a party, together with the following documents attached thereto: (d1) A copy of the Security Agreement and/or resolutions of such Borrower’s Governing Body authorizing the financing statements execution, delivery and other instruments required thereunder, performance of each Loan Document to which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paidsuch Borrower is a party; (e) A copy of the Trust Indenture, which shall have been executed by all proper parties; (f) A copy of the Pledge Agreement and other instruments required thereunder, which shall have been executed by all proper parties; (g) A copy of the Patent Collateral Assignment which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (h) A copy of the Trademark Security Agreement which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (i) Evidence that the Note Purchase Agreements have been executed and delivered and the proceeds delivered to SpecTran; (j2) A copy, certified as of the most recent date practicable by the secretary of state (or similar Governmental Authority) of the Closingstate, province, or other Jurisdiction where such Borrower is organized, of votes such Borrower’s Organizational Documents filed with such secretary of state (or similar Governmental Authority); and (3) A copy of such Borrower’s other Organizational Documents; (I) A certificate, as of the boards most recent date practicable, of directors the secretary of state (or similar appropriate Governmental Authority) and department of revenue or taxation (or similar appropriate Governmental Authority) of the Jurisdiction in which each Borrower is organized as to the existence and good standing of such Borrower within such Jurisdiction, and a certificate, as of the most recent date practicable, of the secretary of state (or similar appropriate Governmental Authority) of each state where any of the Collateral is located as to the qualification and good standing of each Borrower as a foreign entity doing business in each such state; (J) Written opinions of counsel to Borrowers, addressed to Bank and shareholders dated as of the date of Closing; (except for SpecTranK) The Financial Statements of Borrowers; (L) UCC-11 reports showing no Liens superior to Bank’s Lien on the Mortgaged Property and the other Collateral; (M) Evidence satisfactory to Bank that Borrowers have obtained all insurance policies as required under the Loan Documents, together with evidence satisfactory to Bank that all premiums therefor have been paid and that all such policies are in full force and effect; (N) An ALTA form survey of each parcel of the Mortgaged Property, prepared by an approved surveyor and either (i) evidence satisfactory to Bank that none of the Mortgaged Property is located in a flood hazard area, or (ii) flood insurance policies satisfactory to Bank; (O) An appraisal of each Project, made at Borrowers’ expense, which must be by an M.A.I. appraiser engaged and approved by Bank, and must be in form and substance satisfactory to Bank, and reflecting a loan to value ratio (in the aggregate) of not more than 67% (provided Bank and Borrower acknowledge and agree that neither the Jefferson Commons Group Two nor the Jefferson Commons Group Two Advance shall be included in such computation until such time as such Advance is due to be made and the appraisal with respect thereto shall have been received and approved by Bank (which shall be a condition of the Jefferson Commons Group Two Advance); (P) Copies of the purchase closing statement for each BorrowerProject, authorizing reflecting a loan to cost ratio (in the executionaggregate) of not more than 65%; (Q) An environmental/hazardous substances survey and report with respect to each Project, deliveryand, if applicable, reports and performance certifications in such form and from such Person(s) as Bank may require setting forth with such particularity as may be required by Bank: (i) the plans for removal of this Agreementany and all Hazardous Substances, Petroleum Products and Solid Wastes located on the Mortgaged Property, if any, including an appropriate verification that such removal will be accomplished in accordance with applicable Law; (ii) the qualifications of those Persons engaged to so remove the Hazardous Substances, Petroleum Products and Solid Wastes; and (iii) upon completion of the removal of the Hazardous Substances, Petroleum Products and Solid Wastes, certification that the Hazardous Substances, Petroleum Products and Solid Wastes have in fact been removed; (R) Copies of the Ground Leases, together with the Ground Lessor’s Consent; (S) Copies of all Assigned Leases of the Projects in effect at the time of Closing, together with the HMA Lease Guaranties and any other applicable lease guaranties); (T) Copies of the Plaza A Assignment Documents, the Revolving NotePlaza B Assignment Documents, the Collateral Central Wing Annex Assignment Documents and each other document the Jefferson Commons Purchase Documents; (U) The form of lease to be delivered pursuant heretoutilized in connection with the leasing of the Projects; (V) Except as may be waived by Bank in its discretion, estoppel certificates and subordination, attornment and non-disturbance agreements with respect to all Assigned Leases of the Projects in effect at the time of Closing; and (W) All other items required to be provided to Bank and not otherwise set forth above.

Documents Required for the Closing. The Borrowers Company shall have delivered to the Lender, prior to the initial disbursement of the Loan (the "Closing"), Note Purchaser the following: (a) The Revolving Note Notes having the characteristics described in Article III hereof, duly executed by the BorrowersCompany; (b) Copies of the MortgagesSecurity Agreement and the Security Agreement - Intellectual Property, which shall have been each duly executed by all proper parties and recorded at the appropriate recording office, with all recording fees therefor paidCompany; (c) The Financial the Financing Statements; (d) A copy of the Security Agreement and/or the financing statements and other instruments required thereunderSenior Subordination Agreement, which shall have been duly executed by all proper the parties and filed at the appropriate filing office, with all filing fees therefor paidthereto; (e) A copy of the Trust IndentureJunior Subordination Agreement, which shall have been duly executed by all proper partiesthe parties thereto; (f) A copy of the Pledge Agreement and other instruments required thereunderManagement Fee Subordination Agreement, which shall have been duly executed by all proper partiesthe parties thereto; (g) A copy a certificate dated the Closing Date, signed by a Responsible Officer of the Patent Collateral Assignment which shall Company in form and substance satisfactory to the Note Purchaser and its counsel, certifying that the conditions specified in Sections 5.2 and 5.3 have been duly executed by all proper parties fulfilled and filed at the appropriate filing office, with all filing fees therefor paidthat no Default or Event of Default hereunder has occurred as of such date; (h) A copy a certificate dated the Closing Date, signed by the secretary or an assistant secretary of the Trademark Security Agreement Company in form and substance satisfactory to the Note Purchaser and its counsel, (i) certifying resolutions duly adopted by the Board of Directors of the Company authorizing the execution of this Agreement, the Notes, the other Note Documents to which shall have been duly executed it is a party, the Equity Documents and all of the other transactions to be consummated pursuant thereto, (ii) certifying the names and incumbency of the officers of the Company who are empowered to execute the foregoing documents for and on behalf of the Company, (iii) certifying the authenticity of copies of the Articles or Certificate of Incorporation and Bylaws of the Company, and (iv) certifying the continued good standing of the Company, as evidenced by reasonably current Certificates of Good Standing, in the State of Minnesota and all proper parties and filed at the appropriate filing office, with all filing fees therefor paidother jurisdictions in which it is qualified to conduct business; (i) Evidence that a written opinion of the law firm of Xxxxxxxxxx & Xxxxx, P.A., legal counsel for the Company, dated as of the Closing Date and addressed to the Note Purchase Agreements have been executed Purchaser acceptable to the Note Purchaser and delivered and the proceeds delivered to SpecTranits legal counsel; (j) A copy, certified as a copy of the date Senior Credit Agreement and all other documents evidencing or securing the Senior Debt; (k) copies of all other documentation evidencing material Indebtedness of any Related Party including the Junior Subordinated Note Purchase Agreement; (l) the Equity Documents, duly executed by the parties thereto; (m) a reasonably current lien and judgment search (at both state and county levels in each jurisdiction where any of the ClosingRelated Parties is qualified to conduct business or owns material assets) confirming, except for Permitted Liens, the absence of votes any judicial liens, security interests, tax liens or similar such liens affecting any of the boards Collateral; (n) documents, in form acceptable to the Note Purchaser, evidencing the obtaining of directors all releases, consents or approvals to the transactions listed on Schedule 4.5 hereto; (o) a certificate executed by a Responsible Officer of each Borrower the Company, certifying that (i) the proceeds from the sale of the Notes have been applied in the manner specified in Section 4.14; and shareholders (except for SpecTranii) the conditions set forth in Sections 5.6 and 5.7 have been satisfied; (p) a complete and accurate summary of the sources and uses (including a description in reasonable detail of the transaction fees and expenses to be paid by the Company and other Related Parties) of each Borrowerall debt and equity funds provided at the Closing; (q) wire transfer instructions to Note Purchaser regarding the payment of the purchase price of the Notes; (r) a solvency certificate executed by a Responsible Officer of the Company in a form acceptable to the Note Purchaser; (s) true and correct copies of the Environmental Audits, together with a letter authorizing the execution, delivery, Note Purchaser to rely thereon; (t) proof of adequate property and performance liability insurance coverage (consisting of duly issued policies of insurance or binders) on all of the properties and business operations of the Company which certificates shall be on XXXXX Form 27 and shall name the Note Purchaser as a loss payee with respect to property insurance and as an additional insured with respect to liability insurance; (u) copies of any appraisals of fixed or other assets constituting Collateral delivered to Agent or any of the Senior Creditors; (v) pay-off letter or comparable documents from the holders of the Existing Subordinated Debt in form and substance satisfactory to the Note Purchaser; (w) acknowledgement from the Spell Group that it has read the definition of “Change of Control” and understands that a Change of Control would constitute an Event of Default under this Agreement; (x) a copy of the Borrowing Base Certificate (as defined in the Senior Credit Agreement) delivered to the Senior Creditors on the Closing Date; (y) evidence of the dissolution of Mid-States Plastics, Inc. and the Revolving Notedistribution of its assets to the Company and evidence of the merger of Extrusion Technologies, Inc. with and into the Collateral Documents Company; (z) such additional financial information as the Note Purchaser may reasonably require, including a current fiscal year operating budget and each the most recent auditor’s management letter; and (aa) such other document instruments, documents, certificates and opinions and other evidence as the Note Purchaser may reasonably request, including personal and/or professional references, in form and substance satisfactory to it and its counsel, with respect to the transactions to be delivered consummated pursuant hereto;.

Documents Required for the Closing. The Borrowers Company shall have delivered to the Lender, prior to the initial disbursement of the Loan (the "Closing"), Note Purchaser the following: (a) The Revolving Note Notes having the characteristics described in Article III hereof, duly executed by the BorrowersCompany; (b) Copies of the MortgagesSecurity Agreement and the Security Agreement - Intellectual Property, which shall have been each duly executed by all proper parties and recorded at the appropriate recording office, with all recording fees therefor paidCompany; (c) The Financial the Financing Statements; (d) A copy of the Security Agreement and/or the financing statements and other instruments required thereunderSenior Subordination Agreement, which shall have been duly executed by all proper the parties and filed at the appropriate filing office, with all filing fees therefor paidthereto; (e) A copy of the Trust IndentureJunior Subordination Agreement, which shall have been duly executed by all proper partiesthe parties thereto; (f) A copy of the Pledge Agreement and other instruments required thereunderManagement Fee Subordination Agreement, which shall have been duly executed by all proper partiesthe parties thereto; (g) A copy a certificate dated the Closing Date, signed by a Responsible Officer of the Patent Collateral Assignment which shall Company in form and substance satisfactory to the Note Purchaser and its counsel, certifying that the conditions specified in Sections 5.2 and 5.3 have been duly executed by all proper parties fulfilled and filed at the appropriate filing office, with all filing fees therefor paidthat no Default or Event of Default hereunder has occurred as of such date; (h) A copy a certificate dated the Closing Date, signed by the secretary or an assistant secretary of the Trademark Security Agreement Company in form and substance satisfactory to the Note Purchaser and its counsel, (i) certifying resolutions duly adopted by the Board of Directors of the Company authorizing the execution of this Agreement, the Notes, the other Note Documents to which shall have been duly executed it is a party, the Equity Documents and all of the other transactions to be consummated pursuant thereto, (ii) certifying the names and incumbency of the officers of the Company who are empowered to execute the foregoing documents for and on behalf of the Company, (iii) certifying the authenticity of copies of the Articles or Certificate of Incorporation and Bylaws of the Company, and (iv) certifying the continued good standing of the Company, as evidenced by reasonably current Certificates of Good Standing, in the State of Minnesota and all proper parties and filed at the appropriate filing office, with all filing fees therefor paidother jurisdictions in which it is qualified to conduct business; (i) Evidence that a written opinion of the law firm of Xxxxxxxxxx & Xxxxx, P.A., legal counsel for the Company, dated as of the Closing Date and addressed to the Note Purchase Agreements have been executed Purchaser acceptable to the Note Purchaser and delivered and the proceeds delivered to SpecTranits legal counsel; (j) A copy, certified as a copy of the date Senior Credit Agreement and all other documents evidencing or securing the Senior Debt; (k) copies of all other documentation evidencing material Indebtedness of any Related Party including the Senior Subordinated Note Purchase Agreement; (l) the Equity Documents, duly executed by the parties thereto; (m) a reasonably current lien and judgment search (at both state and county levels in each jurisdiction where any of the ClosingRelated Parties is qualified to conduct business or owns material assets) confirming, except for Permitted Liens, the absence of votes any judicial liens, security interests, tax liens or similar such liens affecting any of the boards Collateral; (n) documents, in form acceptable to the Note Purchaser, evidencing the obtaining of directors all releases, consents or approvals to the transactions listed on Schedule 4.5 hereto; (o) a certificate executed by a Responsible Officer of each Borrower the Company, certifying that (i) the proceeds from the sale of the Notes have been applied in the manner specified in Section 4.14; and shareholders (except for SpecTranii) the conditions set forth in Sections 5.6 and 5.7 have been satisfied; (p) a complete and accurate summary of the sources and uses (including a description in reasonable detail of the transaction fees and expenses to be paid by the Company and other Related Parties) of each Borrowerall debt and equity funds provided at the Closing; (q) wire transfer instructions to Note Purchaser regarding the payment of the purchase price of the Notes; (r) a solvency certificate executed by a Responsible Officer of the Company in a form acceptable to the Note Purchaser; (s) true and correct copies of the Environmental Audits, together with a letter authorizing the execution, delivery, Note Purchaser to rely thereon; (t) proof of adequate property and performance liability insurance coverage (consisting of duly issued policies of insurance or binders) on all of the properties and business operations of the Company which certificates shall be on XXXXX Form 27 and shall name the Note Purchaser as a loss payee with respect to property insurance and as an additional insured with respect to liability insurance; (u) copies of any appraisals of fixed or other assets constituting Collateral delivered to Agent or any of the Senior Creditors; (v) pay-off letter or comparable documents from the holders of the Existing Subordinated Debt in form and substance satisfactory to the Note Purchaser; (w) acknowledgement from the Spell Group that it has read the definition of “Change of Control” and understands that a Change of Control would constitute an Event of Default under this Agreement; (x) a copy of the Borrowing Base Certificate (as defined in the Senior Credit Agreement) delivered to the Senior Creditors on the Closing Date; (y) evidence of the dissolution of Mid-States Plastics, Inc. and the Revolving Notedistribution of its assets to the Company and evidence of the merger of Extrusion Technologies, Inc. with and into the Collateral Documents Company; (z) such additional financial information as the Note Purchaser may reasonably require, including a current fiscal year operating budget and each the most recent auditor’s management letter; and (aa) such other document instruments, documents, certificates and opinions and other evidence as the Note Purchaser may reasonably request, including personal and/or professional references, in form and substance satisfactory to it and its counsel, with respect to the transactions to be delivered consummated pursuant hereto;.

Documents Required for the Closing. The Borrowers shall have duly delivered to the Lender, prior to Bank the initial disbursement of following on the Loan (the "Closing"), the followingClosing Date: (aA) The Revolving Note This Agreement, the Note, the Pledge Agreement, stock powers, stock certificates, the Collateral Documents and the other Loan Documents duly executed by the Borrowerson behalf of each Borrower; (bB) Copies Payment of the Mortgages, which shall have been duly executed by all proper parties and recorded at the appropriate recording office, with all recording fees therefor paidExpenses; (c) The Financial Statements; (dC) A copy of the Security Agreement and/or the financing statements and other instruments required thereunder, which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; certified (e) A copy of the Trust Indenture, which shall have been executed by all proper parties; (f) A copy of the Pledge Agreement and other instruments required thereunder, which shall have been executed by all proper parties; (g) A copy of the Patent Collateral Assignment which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (h) A copy of the Trademark Security Agreement which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (i) Evidence that the Note Purchase Agreements have been executed and delivered and the proceeds delivered to SpecTran; (j) A copy, certified as of the date of the Closing, ) copy of votes resolutions of the boards board of directors of each Borrower and shareholders (except for SpecTran) of each Borrower, authorizing the execution, delivery, delivery and performance of this Agreement, the Revolving NoteNotes, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to herein; (D) A certified (as of the date of the Closing) copy of each Borrower's by-laws; (E) A certificate (dated the date of the Closing) of each Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of each Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant heretohereto or thereto; (F) A copy, certified as of the most recent date practicable by the appropriate Secretary of State, of each Borrower's articles or certificate of incorporation, together with a certificate (dated the date of the Closing) of each Borrower's corporate secretary or assistant secretary to the effect that such articles or certificate of incorporation have not been amended since the date of the aforesaid certification; (G) Certificates, as of the most recent dates practicable, of the Secretary of State of the states listed on Schedule 3.01(G) hereto with respect to the Borrowers listed thereon, and the department of revenue or taxation of each of the foregoing states, as to the qualification as a foreign corporation, existence and good standing of each Borrower; (H) Written opinions of counsel to Borrowers, dated the date of the Closing and addressed to the Bank, in form and substance satisfactory to Bank and its counsel; (I) A certificate, dated the date of the Closing, signed on behalf of each Borrower by the president of each Borrower to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement are true, complete and correct as of the date of the Closing as though made on and as of the date of Closing; (2) No Event of Default or Potential Default has occurred and is continuing as of the date of the Closing; (3) There exists no material default in any of Borrowers' obligations or in their compliance with applicable Law, and no default or event which with the passage of time or the giving of notice, or both, would constitute a default under Borrowers' current or prospective obligations; (4) All consents and approvals necessary for Borrowers' execution, delivery and performance of the Loan Documents and the consummation of the transactions contemplated herein; and (5) No material adverse change has occurred in the Borrowers' operations, business, prospects or financial condition since April 30, 1998. (J) Searches referred to in Section 4.10 hereof. (K) All documents, agreements and arrangements required by Bank with respect to the Collateral including, but not limited to, all Lockboxes, the Lockbox Agreements, and all Financing Statements. (L) Certificates or Binders of Insurance in form and substance satisfactory to Bank and evidencing Borrowers' maintenance of insurance policies as required by this Agreement. (M) Evidence satisfactory to the Bank that USVI directly or indirectly through wholly-owned subsidiaries owns all of the issued and outstanding stock of all other Borrowers and the Borrowers constitute all of the Affiliates involved in USVI's business; and (N) Amendment to the Mortgage and the other Mortgage Documents duly executed by the appropriate Borrowers, together with title insurance, in form and substance (and in amounts), and issued by an insurer, satisfactory to Bank.

Documents Required for the Closing. The Borrowers Borrower shall have delivered to the Lender, Lender prior to or at the initial disbursement of the Loan (the "Closing"), Closing the following: (aA) The Revolving Loan Agreement duly executed by the Borrower; (B) The Note duly executed by the BorrowersBorrower; (bC) The Deed of Trust duly executed by the Borrower, which shall be in proper form for filing in the office of the Clerk of Brooke County, West Virginia; (D) The UCC Financing Statements (duly executed by the Borrower to the extent Borrower is required by Lender to execute them), which shall be in proper form for filing in the office of the Clerk of Brooke County, West Virginia and of the Secretary of State of Delaware; (E) Copies of the Mortgagesresolutions of the board of directors of the Borrower authorizing the execution, delivery and, performance of this Loan Agreement and the Other Loan Documents certified as of the Closing date the form of which shall have been duly executed by all proper parties is attached hereto as Exhibit H. (F) Copies of the Restated Certificate of Incorporation and recorded at by-laws of the appropriate recording office, with all recording fees therefor paidBorrower certified as of the Closing date; (cG) The Financial StatementsA certificate from the Secretary or an Assistant Secretary of the Borrower dated as of the Closing date as to the incumbency and signatures of the officers of the Borrower signing the Loan Documents; (dH) A copy Certificates, as of the Security Agreement and/or most recent dates practicable, from the financing statements Secretary of State of Delaware and other instruments required thereunderthe Secretary of State of West Virginia certifying, which shall have been duly executed by all proper parties respectively, as to the subsistence of the Borrower and filed at the appropriate filing office, with all filing fees therefor paidits qualification to do business as a foreign corporation; (eI) A copy certificate, dated the date of the Trust IndentureClosing, which shall have been executed signed by all proper parties;the president or a vice president of the Borrower and to the effect that: (f1) A copy The representations and warranties set forth in Section 5.01 of the Pledge Agreement and other instruments required thereunder, which shall have been executed by all proper parties; (g) A copy of the Patent Collateral Assignment which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (h) A copy of the Trademark Security Agreement which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (i) Evidence that the Note Purchase Agreements have been executed and delivered and the proceeds delivered to SpecTran; (j) A copy, certified are true as of the date of the Closing; and (2) No Event of Default and no event which, with the giving of votes notice or passage of time or both, would be an Event of Default, has occurred as of such date. (J) A legal description and current ALTA survey of the boards Mortgaged Premises from a registered land surveyor of directors the jurisdiction in which the Mortgaged Premises is located, satisfactory in form and content to the Lender and the insurer referred to in (K), clearly depicting the existing buildings, encroachments, easements, right of each Borrower ways, roads, alleys, ways, rivers, creeks, streams, paths, setbacks, and shareholders other matters revealed by inspection and survey of the property, if any, and clearly indicating all monuments and other control relied upon by such surveyor, as well as any portion of the property which may be covered by water; (except for SpecTranK) A mortgagee title insurance policy with environmental endorsement issued by an ALTA approved title insurance company reasonably satisfactory to Lender covering the Mortgaged Premises in an amount not less than the amount of each the Loan which said title insurance shall insure a valid first lien in favor of the Lender on the Mortgaged Premises covered by the Deed of Trust, subject only to those exceptions acceptable to the Lender and its counsel; (L) An appraisal of the Mortgaged Premises and Equipment as of a recent date from a certified commercial appraiser reasonably acceptable to the Lender setting forth the fair market value of the Mortgaged Premises and Equipment and otherwise in form and substance satisfactory to the Lender; (M) Opinions dated as of the Closing date from Xxxxxxx X. Xxxxxx, Esq., General Counsel to the Borrower, authorizing and Xxxxxxx Xxxxxx Law Offices, special counsel to the executionBorrower, deliveryaddressed to the Lender and in form and substance satisfactory to the Lender and its counsel to the effect as set forth in Exhibit I to the Loan Agreement; (N) The Estoppel Certificate executed by WeBco International, and performance of this Agreement, LLC; and (O) Evidence reasonably acceptable to the Revolving Note, Lender that the Collateral Documents and each other document to be delivered pursuant hereto;insurance policies required by section 6.01(C) are in effect at the Closing date.

Documents Required for the Closing. The Borrowers Borrower shall have delivered to the Lender, Agent prior to the initial disbursement of the Loan (the "Closing"), Loans the following: (a) The Revolving Note duly executed by the BorrowersNote; (b) Copies of The Amended and Restated Stock Pledge Agreement (the Mortgages"Stock Pledge Agreement") in the form attached hereto as Exhibit 3.1(b), which shall have been including Schedule I thereto, duly executed by all proper parties the Borrower, together with, to the extent not already in the possession of the Agent, the certificates representing the shares of the Subsidiaries pledged thereby, duly endorsed in blank, and recorded at the appropriate recording office, with all recording fees therefor paidstock powers duly endorsed in blank; (c) The Financial StatementsAmended and Restated Guaranty and Suretyship Agreement in the form attached hereto as Exhibit 3.1(c), duly executed by each Guarantor; (d) A copy of the Security Agreement and/or the financing statements and other instruments The Financing Statements required thereunder, which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paidSection 4.5; (e) A copy Copies of the Trust Indenture, which shall have been executed by all proper parties; (f) A copy resolutions of the Pledge Agreement and other instruments required thereunder, which shall have been executed by all proper parties; (g) A copy board of directors of the Patent Collateral Assignment which shall have been duly executed by all proper parties Borrower and filed at the appropriate filing officeeach Subsidiary, with all filing fees therefor paid; (h) A copy of the Trademark Security Agreement which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (i) Evidence that the Note Purchase Agreements have been executed and delivered and the proceeds delivered to SpecTran; (j) A copyrespectively, certified by the corporate secretary or assistant secretary of each as of the date of the Closing, of votes of the boards of directors of each Borrower and shareholders (except for SpecTran) of each Borrower, authorizing the execution, delivery, delivery and performance of this AgreementAgreement and, as applicable, the Revolving NoteNotes, the Collateral Documents Loan Documents, and each other document to be delivered pursuant hereto; (f) A copy, certified as of the most recent date practicable, by the applicable Secretaries of State of Borrower's and each Subsidiary's Charter, together with a certificate dated the date of the Closing of Borrower's corporate secretary to the effect that such certificates of incorporation have not been amended since the date of the aforesaid Secretary of State certifications; (g) A copy of Borrower's by-laws certified by Borrower's secretary as of the date of the Closing; (h) A copy of the by-laws of each Subsidiary certified by each Subsidiary's secretary as of the date of Closing; (i) A certificate dated the date of the Closing of the corporate secretary of each of the Borrower and each Subsidiary as to the incumbency and signatures of their respective officers executing this Agreement, the Notes, the Collateral Documents, and each other document to be delivered pursuant hereto; (j) Certificates, as of the most recent dates practicable, of the Tennessee Secretary of State and the Secretary of State of each state in which Borrower is qualified as a foreign corporation as to the good standing of Borrower; (k) Certificates, as of the most recent date practicable, of the Secretaries of State in each state where each Subsidiary is organized as to the good standing of each such Subsidiary; (l) A written opinion of Borrower's counsel, dated the date of the Closing and addressed individually to each Bank, in the form attached hereto as Exhibit 3.1(k) and otherwise satisfactory to the Banks. (m) A certificate, dated the date of the Closing, signed by the president, vice president, chief financial officer, or corporate controller of the Borrower and to the effect that: (i) The representations and warranties set forth within Section 5 are true as of the date of the Closing; (ii) No Event of Default or Unmatured Default has occurred as of such date; (iii) All of the Collateral Documents are in full force and effect. (n) A Federal Reserve Form (or Forms) U-1, duly completed and executed by the Borrower.

Documents Required for the Closing. The Borrowers Borrower shall have duly authorized, executed and delivered or caused to be duly authorized, executed and delivered to the LenderLender on March 2, prior to the initial disbursement of the Loan 2001, (the "Closing"), the following: (a) The Revolving Amended and Restated Equipment Note duly executed by in the Borrowers;form attached hereto as Exhibit 2.04(A); --------------- (b) Copies The Amended and Restated Revolving Credit Note in the form attached hereto as Exhibit 2.04(B); --------------- (c) The Amended and Restated Term Note in the form attached hereto as Exhibit 2.04 (C); ---------------- (d) A duly executed Guaranty by each of the Mortgages, which shall have been duly executed by all proper parties and recorded at the appropriate recording office, with all recording fees therefor paidGuarantors; (ce) The UCC financing statements and other instruments required by Section 4.0; (f) The Financial Statements; (d) A copy of the Security Agreement and/or the financing statements and other instruments required thereunder, which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (e) A copy of the Trust Indenture, which shall have been executed by all proper parties; (f) A copy of the Pledge Agreement and other instruments required thereunder, which shall have been executed by all proper parties; (g) A copy of the Patent Collateral Assignment which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (h) A copy of the Trademark Security Agreement which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (i) Evidence that the Note Purchase Agreements have been executed and delivered and the proceeds delivered to SpecTran; (j) A copy, certified as of the date of the Closing, of votes resolutions of the boards board of directors of each the Borrower and shareholders (except for SpecTran) of each BorrowerGuarantor, authorizing the execution, delivery, and performance of this Agreement, the Revolving NoteNotes, the Collateral Documents Documents, and each other document to be delivered pursuant hereto; (h) A copy, certified as of the date of the Closing, of the bylaws of the Borrower and each Guarantor; (i) A certificate, dated the date of the Closing, of a corporate officer of the Borrower and each Guarantor as to the incumbency and signatures of the officers of the Borrower and each Guarantor, as applicable, signing this Agreement, the Notes, the Collateral Documents, and each other document to be delivered pursuant hereto; (j) A copy, certified as of the most recent date practicable by the Secretary of the Commonwealth of Massachusetts, of the Articles of organization of the Borrower and each Guarantor, and all amendments thereto, together with a certificate (dated the date of the Closing) of the corporate clerk or assistant clerk of the Borrower and each Guarantor to the effect that such Articles of Organization have not been further amended since the date of the aforesaid certification of the Secretary of the Commonwealth of Massachusetts; (k) A certificate of good standing dated as of the most recent date practicable, issued by the Secretary of the Commonwealth of Massachusetts as to the legal existence, Articles of Organization and good legal standing of the Borrower and each Guarantor; (l) [INTENTIONALLY LEFT BLANK] (m) A written opinion of the law firm of Bingham Dana LLP, legal counsel for the Borrower and the Guarantors, dated the date of xxx Xxxxxxx and addressed to the Lender, in form satisfactory to the Lender, and attached hereto as Exhibit 3.01(M); --------------- (n) A duly executed Borrowing Base Certificate as of a date not earlier than February 28, 2001, acceptable to the Lender and certifying a Borrowing Base in an amount sufficient to support the initial $1,250,000.00 outstanding principal amount of the Revolving Credit Loans. (o) A warrant, in the form of Exhibit 3.01(O), to purchase 100,000 shares of the Borrower's common stock (the "Warrant"); --------------- (p) A Registration Rights Agreement in the form of Exhibit 3.01(P) regarding the registration of the common stock issuable ---------------- upon the exercise of the Warrant; (q) A Tax Sharing Agreement among the Borrower, the Guarantor and the other Subsidiaries in the form of Exhibit 3.01(Q); --------------- (r) A certificate, dated the date of the closing, of a corporate officer of the Borrower certifying attached to the certificate is the true and correct copy of the Amended and Restated Credit Agreement by and among PrimeSource Surgical, Inc., Bimeco, Inc., Medical Companies Alliance, Inc., Douglas Medical, Inc. and Citizens Bank of Massachusetts (assignee of State Street Bank xxx Xxxst Company), as amended as of the date of the closing; (s) [INTENTIONALLY LEFT BLANK] (t) An executed Landlord's Consent and Waiver and Lease Assignment; and (u) Such other documents and the completion of such other matters as counsel to the Lender may deem necessary or appropriate.

Documents Required for the Closing. The Borrowers Prior to or concurrently with the Closing, the following instruments and documents, duly executed by all proper Persons and in form and substance satisfactory to Agent and Collateral Agent, shall have been delivered to the Lender, prior to the initial disbursement Agent: (A) This Agreement; (B) The Notes; (C) The Intercreditor Agreement and copies of the Prudential Loan Documents; (D) The Pledge Agreement, together with the "Closing")original stock certificates, stock powers and other items required to be delivered thereunder; (E) The Mortgages, together with the following: (a1) The Revolving Note duly executed by Evidence that the Borrowers; (b) Copies of the Mortgages, which shall Mortgages have been duly executed by recorded in all proper parties filing or recording offices that Collateral Agent may deem necessary or desirable in order to create a valid Lien on the Mortgaged Property in favor of Collateral Agent subject to no other Liens, and recorded at the appropriate that all filing and recording office, with all recording taxes and fees therefor have been paid; (c2) The Financial StatementsTitle Insurance Policies, with the Required Endorsements and in an amount acceptable to Collateral Agent, issued, coinsured and reinsured by the Title Insurance Companies, insuring the Mortgages to be a valid Lien on the Mortgaged Property, free and clear of all Liens (including, but not limited to, mechanics’ and materialmen’s Liens), excepting only Permitted Liens and other Liens approved by Collateral Agent in its discretion, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as Collateral Agent may deem necessary or desirable; (d3) A copy Such consents and agreements of the Security Agreement and/or the financing statements lessors, lessees, and other instruments required thereunderThird Parties, which shall and such estoppel letters and other confirmations, as Collateral Agent may deem necessary or desirable; (4) Evidence that all other action that Collateral Agent may deem necessary or desirable in order to create a valid Lien on the Mortgaged Property has been taken; (F) The Closing Certificates; (G) The Financing Statements, together with evidence that such Financing Statements have been duly executed by all proper parties and filed at the appropriate filing office, with recorded in all filing or recording offices that Collateral Agent may deem necessary or desirable in order to perfect Collateral Agent’s Lien on the Collateral, and that all filing and recording taxes and fees therefor have been paid; (eH) A copy With respect to each Borrower Party (other than a Borrower Party that is an individual), a certificate of the Trust Indenture, which shall have been executed by all proper parties; (f) A copy of the Pledge Agreement and an officer or other instruments required thereunder, which shall have been executed by all proper parties; (g) A copy of the Patent Collateral Assignment which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (h) A copy of the Trademark Security Agreement which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (i) Evidence that the Note Purchase Agreements have been executed and delivered and the proceeds delivered representative acceptable to SpecTran; (j) A copy, certified Agent dated as of the date of the Closing, of votes of the boards of directors of each Borrower and shareholders (except for SpecTran) of each Borrower, authorizing the execution, delivery, and performance of this Agreement, certifying as to the Revolving Noteincumbency and signatures of the representative(s) of such Borrower Party signing, as applicable, this Agreement and each of the Collateral Documents other Loan Documents, and each other document to be delivered pursuant hereto, together with the following documents attached thereto: (1) A copy of the resolutions of such applicable Person’s Governing Body authorizing the execution, delivery and performance of this Agreement, each of the Loan Documents, and each other document to be delivered pursuant hereto, as applicable; (2) A copy, certified as of the most recent date practicable by the secretary of state (or similar Governmental Authority) of the state, province, or other Jurisdiction where such Person is organized, of such Person’s Organizational Documents filed with such secretary of state (or similar Governmental Authority); (3) A copy of such Person’s other Organizational Documents; (I) A certificate, as of the most recent date practicable, of the secretary of state (or similar appropriate Governmental Authority) and department of revenue or taxation (or similar appropriate Governmental Authority) of each Jurisdiction in which each Borrower Party (other than a Borrower Party that is an individual) is organized as to the existence and good standing of each such Person within such Jurisdiction, and a certificate, as of the most recent date practicable, of the secretary of state (or similar appropriate Governmental Authority) of each state where any of the Collateral is located as to the qualification and good standing of Borrower Party as a foreign entity doing business in each such state; (J) A written opinion of counsel to Borrowers, dated as of the date of Closing and addressed to Lender Parties, in form and substance acceptable to Agent; (K) The Most Recent Financial Statements and the Closing Balance Sheet, each in form and substance acceptable to Agent; (L) Certificates, in form and substance satisfactory to Agent, attesting to the Solvency of Borrowers and after giving effect to the transactions contemplated hereby; (M) UCC-11 reports showing no Liens superior to the Collateral Agent’s Lien, except for the Permitted Liens; (N) An ALTA form survey of each parcel of Mortgaged Property, each such survey to be in form and substance reasonably satisfactory to Collateral Agent, certified to Collateral Agent and the applicable Title Insurance Company and prepared by a land surveyor duly registered and licensed in the state in which the applicable Mortgaged Property is located and acceptable to Collateral Agent, showing all buildings and other improvements, the location of any easements, rights of way, building set back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to Collateral Agent, and either (i) evidence satisfactory to Collateral Agent that none of the Mortgaged Property is located in a flood hazard area, or (ii) a flood insurance policy satisfactory to Collateral Agent; (O) An appraisal of the Equipment and Mortgaged Property to be owned by the Borrower Consolidated Group after the Closing, made at Borrower’s expense, which must be by an appraiser engaged and approved by Agent, and in form and substance satisfactory to Agent, and reflecting a value of the Collateral satisfactory to Agent; (P) An environmental/hazardous substances survey and report with respect to the Mortgaged Property, as approved by Collateral Agent; (Q) Except as may be waived by Collateral Agent, copies of any Assigned Leases then in effect, together with any guaranties of such Assigned Leases and estoppel certificates and subordination, attornment and non-disturbance agreements with respect thereto, all in form and substance acceptable to Collateral Agent; (R) Copies of the Air Products APA Documents, and evidence of the closing of the purchase and sale the subject thereof; (S) Evidence satisfactory to Collateral Agent that Borrowers have obtained all insurance policies as required under this Agreement or any of the other Loan Documents, together with evidence satisfactory to Collateral Agent that all premiums therefore have been paid and that all such policies are in full force and effect; and (T) Receipt and approval by Agent and Collateral Agent of all other items reasonably required to be provided to Agent and Collateral Agent, and not otherwise set forth above.

Documents Required for the Closing. The Borrowers Prior to or concurrently with the Closing, the following instruments, documents, and things duly executed by all proper Persons, and all in form and substance acceptable to Bank, shall have been delivered to the Lender, prior Bank: (A) This Agreement; (B) The Note; (C) The Mortgage (with respect to the initial disbursement of the Loan (the "Closing"Initial Projects), together with the following: (a1) Evidence that the Mortgage has been (or will be) duly recorded in all filing or recording offices that Bank may deem necessary or desirable, and that all filing and recording taxes and fees have been paid, (2) The Revolving Note fully-paid Title Insurance Policy, in an amount not less than the Loan Amount, insuring the Mortgage to be a valid first Lien on the Mortgaged Property described therein, free and clear of all Liens (including, but not limited to, mechanics’ and materialmen’s Liens), excepting only Permitted Liens and other Liens approved by Bank in its discretion, and providing for such other affirmative insurance (to the extent available) and such coinsurance and direct access reinsurance as Bank may deem reasonably necessary or desirable, (3) Such consents and agreements of lessors, lessees, and other Third Parties, and such estoppel letters and other confirmations, as Bank may deem necessary or desirable in its reasonable discretion; (4) Evidence that all other action that Bank may deem necessary or desirable in its reasonable discretion in order to create and perfect a valid first Lien on such Mortgaged Property has been taken; (D) The Assignment of Rents and Leases with respect to the Initial Projects, together with evidence that the Assignment of Rents and Leases has been (or will be) duly executed by recorded in all filing or recording offices that Bank may deem necessary or desirable, and that all filing and recording taxes and fees have been paid; (E) The Assignments of Management Agreement with respect to the Initial Projects, together with a copy of the management agreements the subject thereof (which management agreements and property managers thereunder are subject to the review and approval of Bank); (F) The Financial Reporting Agreement of CHS; (G) Closing Certificates of Borrowers; (bH) Copies of Financing Statements with respect to the MortgagesInitial Projects, which shall naming Borrowers (other than Solomons Island Borrower) as debtors and Bank as secured party, together with evidence that each such Financing Statements have been duly executed by recorded in all proper parties filing or recording offices that Bank may deem necessary or desirable, and recorded at the appropriate that all filing and recording office, with all recording taxes and fees therefor have been paid; (cI) The Financial Statements;With respect to each Borrower, a certificate of an officer or other representative acceptable to Bank dated as of the date of this Agreement, certifying as to the incumbency and signatures of the representatives of such Borrower signing each Loan Document to which such Borrower is a party, together with the following documents attached thereto: (d1) A copy of the Security Agreement and/or resolutions of such Borrower’s Governing Body authorizing the financing statements execution, delivery and other instruments required thereunder, performance of each Loan Document to which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paidsuch Borrower is a party; (e) A copy of the Trust Indenture, which shall have been executed by all proper parties; (f) A copy of the Pledge Agreement and other instruments required thereunder, which shall have been executed by all proper parties; (g) A copy of the Patent Collateral Assignment which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (h) A copy of the Trademark Security Agreement which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (i) Evidence that the Note Purchase Agreements have been executed and delivered and the proceeds delivered to SpecTran; (j2) A copy, certified as of the most recent date practicable by the secretary of state (or similar Governmental Authority) of the Closingstate, province, or other Jurisdiction where such Borrower is organized, of votes such Borrower’s Organizational Documents filed with such secretary of state (or similar Governmental Authority); and (3) A copy of such Borrower’s other Organizational Documents; (J) A certificate, as of the boards most recent date practicable, of directors the secretary of state (or similar appropriate Governmental Authority) and department of revenue or taxation (or similar appropriate Governmental Authority) of the Jurisdiction in which each Borrower is organized as to the existence and good standing of such Borrower within such Jurisdiction, and a certificate, as of the most recent date practicable, of the secretary of state (or similar appropriate Governmental Authority) of each state where any of the Collateral is located as to the qualification and good standing of each Borrower as a foreign entity doing business in each such state; (K) Written opinions of counsel to Borrowers, addressed to Bank and shareholders dated as of the date of Closing; (except for SpecTranL) The Financial Statements of Borrowers; (M) UCC-11 reports showing no Liens superior to Bank’s Lien on the Mortgaged Property and the other Collateral; (N) Evidence satisfactory to Bank that Borrowers have obtained all insurance policies as required under the Loan Documents, together with evidence satisfactory to Bank that all premiums therefor have been paid and that all such policies are in full force and effect; (O) An ALTA form survey of each Initial Project, prepared by an approved surveyor, and either (i) evidence satisfactory to Bank that no part of such Projects is located in a flood hazard area, or (ii) flood insurance policies satisfactory to Bank; (P) An appraisal of each Initial Project, made at Borrowers’ expense, which must be by an M.A.I. appraiser engaged and approved by Bank, and must be in form and substance satisfactory to Bank, and reflecting a loan to value ratio (in the aggregate) of each Borrower, authorizing not more than 65% (provided Bank and Borrower acknowledge and agree that neither the execution, delivery, and performance of this Agreement, Solomons Island Project nor the Revolving Note, Solomons Island Advance shall be included in such computation until such time as the Collateral Documents and each other document Solomons Island Advance is due to be delivered pursuant heretomade and the appraisal with respect thereto shall have been received and approved by Bank (which shall be a condition of the Solomons Island Advance); (Q) Copies of the purchase closing statement for each Project, reflecting a loan to cost ratio (in the aggregate) of not more than 65%; (R) An environmental/hazardous substances survey and report with respect to each Initial Project, and, if applicable, reports and certifications in such form and from such Person(s) as Bank may require setting forth with such particularity as may be required by Bank: (i) the plans for removal of any and all Hazardous Substances, Petroleum Products and Solid Wastes, if any, located on the Mortgaged Property comprising the Initial Projects, including an appropriate verification that such removal will be accomplished in accordance with applicable Law; (ii) the qualifications of those Persons engaged to so remove the Hazardous Substances, Petroleum Products and Solid Wastes; and (iii) upon completion of the removal of the Hazardous Substances, Petroleum Products and Solid Wastes, certification that the Hazardous Substances, Petroleum Products and Solid Wastes have in fact been removed; (S) Copies of the Ground Leases (other than the Solomons Island Building Ground Sublease and the Solomons Island Parking Ground Sublease), together with the Ground Lessor’s Consents (other than the Solomons Island Building Ground Lessor’s Consent and the Solomons Island Parking Ground Lessor’s Consent); (T) Copies of all Assigned Leases of the Initial Projects in effect at the time of Closing, together with the applicable CHS Lease Guaranties with respect thereto and any other applicable lease guaranties;

Documents Required for the Closing. The Borrowers shall have delivered or caused to the be delivered to Lender, prior to at the initial disbursement of the Loan (the "Closing")Closing and execution hereof, the following, in form and substance satisfactory to Lender: (a) The Revolving Note duly executed by the BorrowersNote; (b) Copies of All necessary releases, satisfactions, discharges, assignments and termination statements to cause the Mortgages, which shall have been duly executed by all proper parties and recorded at security interests granted herein to be first priority security interests (subject to Permitted Exceptions) in the appropriate recording office, with all recording fees therefor paidCollateral; (c) The Financial Statementsfinancing statements required by Section 5.6 hereof, or otherwise necessary to perfect the security interests in the Collateral; (d) A copy Any financial statements required under the terms of the Security this Agreement and/or the financing statements in form and other instruments required thereunder, which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paidsubstance satisfactory to Lender; (e) A copy Copies of the Trust Indenture, which shall have been executed by all proper parties; (f) A copy resolutions of the Pledge Agreement and other instruments required thereunder, which shall have been executed by all proper parties; (g) A copy of the Patent Collateral Assignment which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (h) A copy of the Trademark Security Agreement which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (i) Evidence that the Note Purchase Agreements have been executed and delivered and the proceeds delivered to SpecTran; (j) A copy, certified as of the date of the Closing, of votes of the boards board of directors and shareholders of each Borrower and shareholders (except for SpecTran) of each Borrower, authorizing the execution, delivery, delivery and performance of this Agreement, the Revolving Note, the Collateral Documents and each other document Loan Document to be delivered to Lender pursuant hereto; (f) Copies (certified by the Secretary of State of the state of incorporation, and by authorized officers of each Borrower), of the certificate of incorporation of each Borrower, together with a copy (certified by the secretary or assistant secretary or other authorized officer of each Borrower) of the by-laws of each Borrower, and a certificate (dated as of the Closing Date) of each such officer to the effect that the foregoing documents have not been amended and remain in full force and effect; (g) The Guaranty, executed by Guarantor and documents as to the Guarantor corresponding to the deliveries for Borrowers under Sections 4.1(e), (f), (h) and (i); (h) A certificate of an authorized officer of each Borrower as to the incumbency and signatures of the officers who are executing this Agreement on behalf of each Borrower; (i) Certificates of good standing with respect to each Borrower as of the most recent date practicable from each state in which each Borrower is organized or qualified to transact business; (j) Evidence of the insurance coverages required under the terms of this Agreement together with evidence of payment of all premiums which are due and payable as of the date hereof; (k) An initial Periodic Recap duly completed and executed by the each Borrower; (l) UCC, Judgment, Tax Lien and Title Searches satisfactory to Lender regarding each Borrower and all Collateral in each jurisdiction in which Collateral is situate; (m) Written opinions of counsel to the Borrowers, and addressed to Lender, in form and substance reasonably satisfactory to Lender regarding such legal matters as Lender shall reasonably request relating to the subject matter hereof; (n) A certificate of each Borrower and its officers attesting that all Collateral has been and will be assigned to Lender for full and adequate consideration, in good faith and without fraud or fraudulent intent; (o) All other Loan Documents executed by the applicable obligors along with all deliveries required under the terms of such Loan Documents; (p) Documents confirming establishment of an operating account with Bank; and (q) Such other undertakings, instruments and documents as Lender shall reasonably require.

Documents Required for the Closing. The Borrowers shall have duly delivered to the Lender, prior to Bank the initial disbursement of following on the Loan (the "Closing"), the followingClosing Date: (aA) The Revolving Note This Agreement, the Notes, the Subordination Agreement, the Collateral Documents and the other Loan Documents duly executed by the Borrowerson behalf of each Borrower; (bB) Copies Payment of the Mortgages, which shall have been duly executed by all proper parties and recorded at the appropriate recording office, with all recording fees therefor paidExpenses; (c) The Financial Statements; (dC) A copy of the Security Agreement and/or the financing statements and other instruments required thereunder, which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; certified (e) A copy of the Trust Indenture, which shall have been executed by all proper parties; (f) A copy of the Pledge Agreement and other instruments required thereunder, which shall have been executed by all proper parties; (g) A copy of the Patent Collateral Assignment which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (h) A copy of the Trademark Security Agreement which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (i) Evidence that the Note Purchase Agreements have been executed and delivered and the proceeds delivered to SpecTran; (j) A copy, certified as of the date of the Closing, ) copy of votes resolutions of the boards board of directors of each Borrower and shareholders (except for SpecTran) of each Borrower, authorizing the execution, delivery, delivery and performance of this Agreement, the Revolving NoteNotes, the Collateral Documents and each other document and instrument to be delivered pursuant hereto and any other instrument, agreement or document referred to herein; (D) A certified (as of the date of the Closing) copy of each Borrower's by-laws; (E) A certificate (dated the date of the Closing) of each Borrower's corporate secretary or assistant secretary as to the incumbency and specimen signatures of the officers of each Borrower executing this Agreement, the Notes, the Collateral Documents and each other document to be delivered pursuant hereto or thereto; (F) A copy, certified as of the most recent date practicable by the appropriate Secretary of State, of each Borrower's articles or certificate of incorporation, together with a certificate (dated the date of the Closing) of each Borrower's corporate secretary or assistant secretary to the effect that such articles or certificate of incorporation have not been amended since the date of the aforesaid certification; (G) Certificates, as of the most recent dates practicable, of the Secretary of State of the states listed on Schedule 3.01(G) hereto with respect to the Borrowers listed thereon, and the department of revenue or taxation of each of the foregoing states, as to the qualification as a foreign corporation, subsistence and good standing of each Borrower; (H) Written opinions of counsel to Borrowers, dated the date of the Closing and addressed to the Bank, in form and substance satisfactory to Bank and its counsel; (I) A certificate, dated the date of the Closing, signed on behalf of each Borrower by the president of each Borrower to the effect that: (1) The representations and warranties set forth in Section 5 of this Agreement are true, complete and correct as of the date of the Closing as though made on and as of the date of Closing; (2) No Event of Default or Potential Default has occurred and is continuing as of the date of the Closing; (3) There exists no material default in any of Borrowers' obligations or in their compliance with applicable Law, and no default or event which with the passage of time or the giving of notice, or both, would constitute a default under Borrowers' current or prospective obligations; (4) All consents and approvals necessary for Borrowers' execution, delivery and performance of the Loan Documents and the consummation of the transactions contemplated herein; and (5) No material adverse change has occurred in the Borrowers' operations, business, prospects or financial condition since October 31, 1996. (J) Searches referred to in Section 4.07 hereof. (K) A copy of the Penney Agreement shall have been delivered to Lender and shall have been certified by Borrowers as being true and correct and in full force and effect and there shall be in full force and effect an irrevocable instruction by Borrowers to Penney (in the form of Exhibit D hereto) which provides that all payments by Penney of Accounts owed by Penney to Borrowers will be made by Penney directly to the Lockboxes or to the Cash Collateral Account (the "Penney Instruction"). (L) All documents, agreements and arrangements required by Bank with respect to the Collateral including, but not limited to, all Lockboxes, Lockbox Agreements, an Assignment to Bank by Fleet of the Existing Lockbox Agreements and Existing Lockboxes, consented to and acknowledged by Xxxxx Fargo, a payoff letter from Fleet, releases and terminations of all existing Liens on the Collateral which are not Permitted Liens, and all Financing Statements. (M) Duly executed Landlord's Waivers if obtained under Section 4.10 herein, in form and substance satisfactory to Bank. (N) Certificates or Binders of Insurance in form and substance satisfactory to Bank and evidencing Borrowers' maintenance of insurance policies as required by this Agreement. (O) Evidence satisfactory to the Bank that USVI directly or indirectly through wholly-owned subsidiaries owns all of the issued and outstanding stock of all other Borrowers and the Borrowers constitute all of the Affiliates involved in USVI's business. (P) The Mortgages and the other Mortgage Documents duly executed by the appropriate Borrowers, together with title insurance, in form and substance (and in amounts), and issued by an insurer, satisfactory to Bank; (Q) Appraisals of the Mortgaged Property, in form and substance (and in amounts) satisfactory to Bank; (R) Phase I audits of the Mortgaged Property, in form and substance satisfactory to the Bank, together with evidence satisfactory to the Bank that all recommendations set forth therein have been followed and satisfied; and (S) The Subordination Agreement duly executed by the Borrowers and the holders of the Subordinated Indebtedness covered thereby.

Documents Required for the Closing. The Borrowers Prior to or concurrently with the Closing, the following instruments, documents, and things duly executed by all proper Persons, and all in form and substance acceptable to Bank, shall have been delivered to the LenderBank: (A) This Agreement; (B) The Claremont Note; (C) The Claremont Mortgage, prior to the initial disbursement of the Loan (the "Closing"), together with the following: (a1) The Revolving Note Evidence that the Claremont Mortgage has been (or will be) duly executed recorded in all filing or recording offices that Bank may deem necessary or desirable, and that all filing and recording taxes and fees have been paid, (2) A fully-paid Title Insurance Policy with respect to the Claremont Mortgage, in an amount not less than the maximum Indebtedness secured by the BorrowersClaremont Mortgage, insuring the Claremont Mortgage to be a valid first Lien on the Mortgaged Property the subject of the Claremont Mortgage (the "Claremont Mortgaged Property"), free and clear of all Liens (including, but not limited to, mechanics' and materialmen's Liens), excepting only Permitted Liens and other Liens approved by Bank in its discretion, and providing for such other affirmative insurance (to the extent available) and such coinsurance and direct access reinsurance as Bank may deem reasonably necessary or desirable, (3) Such consents and agreements of lessors, lessees, and other Third Parties, and such estoppel letters and other confirmations, as Bank may deem necessary or desirable in its reasonable discretion; (b4) Copies Evidence that all other action that Bank may deem necessary or desirable in its reasonable discretion in order to create and perfect a valid first Lien on the Claremont Mortgaged Property has been taken; (D) The Claremont Assignment of Rents and Leases, together with evidence that the MortgagesClaremont Assignment of Rents and Leases has been (or will be) duly recorded in all filing or recording offices that Bank may deem necessary or desirable, which shall and that all filing and recording taxes and fees have been duly executed by all proper parties and recorded at the appropriate recording office, with all recording fees therefor paid; (cE) The Financial StatementsClaremont Assignment of Management Agreement, together with a copy of the management agreement the subject thereof (which management agreement and property manager are subject to the review and approval of Bank); (dF) The Claremont Carveout Guaranty; (G) A Financial Reporting Agreement from Pomona Valley Hospital Medical Center; (H) Closing Certificates of Claremont Borrower and the Carveout Guarantors; (I) Financing Statements naming Claremont Borrower as debtor and Bank as secured party, together with evidence that each such Financing Statement has been duly recorded in all filing or recording offices that Bank may deem necessary or desirable, and that all filing and recording taxes and fees have been paid; (J) With respect to each of Claremont Borrower and each Carveout Guarantor, a certificate of an officer or other representative acceptable to Bank dated as of the date of this Agreement, certifying as to the incumbency and signatures of the representatives of such Borrower Party signing each Loan Document to which such Borrower Party is a party, together with the following documents attached thereto: (1) A copy of the Security Agreement and/or resolutions of such Borrower Party's Governing Body authorizing the financing statements execution, delivery and other instruments required thereunder, performance of each Loan Document to which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paidsuch Borrower Party is a party; (e) A copy of the Trust Indenture, which shall have been executed by all proper parties; (f) A copy of the Pledge Agreement and other instruments required thereunder, which shall have been executed by all proper parties; (g) A copy of the Patent Collateral Assignment which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (h) A copy of the Trademark Security Agreement which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (i) Evidence that the Note Purchase Agreements have been executed and delivered and the proceeds delivered to SpecTran; (j2) A copy, certified as of the most recent date practicable by the secretary of state (or similar Governmental Authority) of the Closingstate, province, or other Jurisdiction where such Borrower Party is organized, of votes such Borrower Party's Organizational Documents filed with such secretary of state (or similar Governmental Authority); and (3) A copy of such Borrower Party's other Organizational Documents; (K) A certificate, as of the boards most recent date practicable, of directors the secretary of state (or similar appropriate Governmental Authority) and department of revenue or taxation (or similar appropriate Governmental Authority) of the Jurisdiction in which each of Claremont Borrower and shareholders each Carveout Guarantor is organized as to the existence and good standing of such Borrower Party within such Jurisdiction, and a certificate, as of the most recent date practicable, of the secretary of state (except for SpecTranor similar appropriate Governmental Authority) of each state where any of the Collateral owned by Claremont Borrower is located as to the qualification and good standing of Claremont Borrower as a foreign entity doing business in each such state; (L) Written opinions of counsel to Claremont Borrower and the Carveout Guarantors, addressed to Bank and dated as of the date of Closing; (M) The Financial Statements of Claremont Borrower and the Carveout Guarantors; (N) UCC-11 reports showing no Liens superior to Bank’s Lien on the Claremont Mortgaged Property and the other Collateral owned by Claremont Borrower; (O) Evidence satisfactory to Bank that Claremont Borrower has obtained all insurance policies as required under the Loan Documents, authorizing together with evidence satisfactory to Bank that all premiums therefor have been paid and that all such policies are in full force and effect; (P) An ALTA form survey of the executionClaremont Mortgaged Property, deliveryprepared by an approved surveyor and either (i) evidence satisfactory to Bank that none of the Claremont Mortgaged Property is located in a flood hazard area, or (ii) flood insurance policies satisfactory to Bank; (Q) An appraisal of the Claremont Project, made at Claremont Borrower's expense, which must be by an M.A.I. appraiser engaged and approved by Bank, and performance must be in form and substance satisfactory to Bank, and reflecting a loan to value ratio with respect to the Claremont Project Loan and the Claremont Project of this Agreement, not more than 65% (excluding from such computation the Revolving Note, the Collateral Documents and each other document Advances contemplated to be delivered pursuant heretomade under paragraph 2.2(C) above (viz., $445,662.00); (R) Copies of the purchase closing statement for the Claremont Project, reflecting a loan to cost ratio with respect to the Claremont Project Loan and the Claremont Project of not more than 65%; (S) An environmental/hazardous substances survey and report with respect to the Claremont Project, and, if applicable, reports and certifications in such form and from such Person(s) as Bank may require setting forth with such particularity as may be required by Bank: (i) the plans for removal of any and all Hazardous Substances, Petroleum Products and Solid Wastes located on the Claremont Mortgaged Property, if any, including an appropriate verification that such removal will be accomplished in accordance with applicable Law; (ii) the qualifications of those Persons engaged to so remove the Hazardous Substances, Petroleum Products and Solid Wastes; and (iii) upon completion of the removal of the Hazardous Substances, Petroleum Products and Solid Wastes, certification that the Hazardous Substances, Petroleum Products and Solid Wastes have in fact been removed; (T) Copies of all Assigned Leases of the Claremont Project in effect at the time of Closing (together with any applicable lease guaranties), and the Claremont Assignment Documents; (U) The form of lease to be utilized in connection with the leasing of the Claremont Project; (V) Except as may be waived by Bank in its discretion, estoppel certificates and subordination, attornment and non-disturbance agreements with respect to all Assigned Leases of the Claremont Project in effect at the time of Closing; and (W) All other items required to be provided to Bank and not otherwise set forth above.

Documents Required for the Closing. The Borrowers shall Loan Parties have delivered to the Lender, prior to the initial disbursement of the Loan (the "Closing"), Purchaser the following, duly executed as appropriate: (a) The Revolving this Note duly executed by the BorrowersPurchase Agreement; (b) Copies of the Mortgages, which shall have been duly executed by all proper parties and recorded at the appropriate recording office, with all recording fees therefor paidNote; (c) The Financial Statementsthe Warrant; (d) A copy of the Security Agreement and/or the financing statements and other instruments required thereunder, which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paidAgreements; (e) A copy of the Trust Indenture, which shall have been executed by all proper partiesGuaranties; (f) A copy of the Pledge Agreement and other instruments required thereunder, which shall have been executed by all proper partiesIntercreditor Agreement; (g) A copy a certificate dated as of the Patent Collateral Assignment which shall have been duly executed Closing Date, signed by all proper parties an officer of the Company and filed at an officer of CEDS certifying that the appropriate filing office, with all filing fees therefor paidconditions specified in Sections 5.01 through 5.03 are true and correct; (h) A copy a certificate dated as of the Trademark Security Agreement which shall Closing Date from each of the Company and CEDS, signed by the Secretary of such company and in form and substance satisfactory to the Purchaser and its counsel, (i) certifying that resolutions have been duly executed adopted by such company's Board of Directors (and to the extent necessary, its shareholders) authorizing the execution of this Agreement and the Ancillary Agreements, the issuance of the Securities, and all proper parties of the other transactions to be consummated pursuant hereto, (ii) certifying as to the names of the members of its Board of Directors and filed at the appropriate filing officenames and incumbency of its officers who are empowered to execute the foregoing documents for and on behalf of such company, with all filing fees therefor paid(iii) certifying the authenticity of attached copies of the charter documents and Bylaws of such company, and (iv) certifying the continued good standing of such company in its State of incorporation, as evidenced by a reasonably current Certificate of Good Standing; (i) Evidence that a favorable opinion of the Note Purchase Agreements have been executed Company's and delivered CEDS's legal counsel as to matters and in form reasonably acceptable to the proceeds delivered to SpecTranPurchaser; (j) A UCC-1 financing statements; (k) a solvency certificate, in form reasonably acceptable to the Purchaser; (l) current searches from the offices of the Secretaries of State of those states in which any Loan Parties conduct operations, showing that no federal or state tax liens have been filed and remain in effect against any Loan Party and that no financing statements have been filed and remain in effect against any Loan Party other than financing statements set forth on the Disclosure Schedule with respect to Section 3.10 above; (m) all environmental reports and documents regarding the Loan Parties which are requested by the Purchaser; (n) documents, in form reasonably acceptable to the Purchaser, evidencing the obtaining of all necessary releases, consents or approvals requested by the Purchaser for the transactions contemplated by this Agreement; (o) receipt by the Purchaser and by the Purchaser's counsel (as the case may be) of payment of the fee referred to in Section 2.03 and the expenses referred to in Section 10.02; (p) a copy, certified by the Company and CEDS as true and correct, of the date executed Acquisition Documents; (q) a copy, certified by the Company and CEDS as true and correct, of the ClosingSenior Credit Agreement and the closing documents related thereto; (r) three year pro forma projections for the Company and its Subsidiaries with the first year of such projections being on a monthly basis; (s) all SBA forms necessary for the transaction, of votes of the boards of directors of each Borrower and shareholders (except for SpecTran) of each Borrower, authorizing the execution, delivery, and performance of this Agreementincluding without limitation, the Revolving NoteSize Status Declaration on SBA Form 480 and the Assurance of Compliance for Nondiscrimination on SBA Form 652, executed by the Collateral Documents Company and each CEDS; and (t) such other document documents, certificates, instruments or opinions as the Purchaser or their legal counsel may reasonably request, in form reasonably satisfactory to be delivered pursuant hereto;the Purchaser.

Documents Required for the Closing. The Borrowers Prior to or concurrently with the Closing, the following instruments, documents, and things duly executed by all proper Persons, and all in form and substance acceptable to Bank, shall have been delivered to the LenderBank: (A) This Agreement; (B) The Note; (C) The Mortgage, prior to the initial disbursement of the Loan (the "Closing"), together with the following: (a1) Evidence that the Mortgage has been (or will be) duly recorded in all filing or recording offices that Bank may deem necessary or desirable, and that all filing and recording taxes and fees have been paid, (2) The Revolving Note duly executed fully-paid Title Insurance Policy, in an amount not less than the amount of the Note, insuring the Mortgage to be a valid first Lien on the Mortgaged Property, free and clear of all Liens (including, but not limited to, mechanics’ and materialmen’s Liens), excepting only Permitted Liens and other Liens approved by Bank in its discretion, and providing for such other affirmative insurance (to the Borrowersextent available) and such coinsurance and direct access reinsurance as Bank may deem reasonably necessary or desirable, (3) Such consents and agreements of lessors, lessees, and other Third Parties, and such estoppel letters and other confirmations, as Bank may deem necessary or desirable in its reasonable discretion; (b4) Copies Evidence that all other action that Bank may deem necessary or desirable in its reasonable discretion in order to create and perfect a valid first Lien on the Mortgaged Property has been taken; (D) The Assignment of Management Agreement, together with a copy of the Mortgagesmanagement agreement the subject thereof (which management agreement and property manager thereunder are subject to the review and approval of Bank); (E) Closing Certificates of Borrower and Carveout Guarantor; (F) Financing Statements naming Borrower as debtor and Bank as secured party, which shall together with evidence that each such Financing Statements have been duly executed by recorded in all proper parties filing or recording offices that Bank may deem necessary or desirable, and recorded at the appropriate that all filing and recording office, with all recording taxes and fees therefor have been paid; (cG) The Financial Statements;With respect to each Borrower Party, a certificate of an officer or other representative acceptable to Bank dated as of the date of this Agreement, certifying as to the incumbency and signatures of the representatives of such Borrower Party signing each Loan Document to which such Borrower Party is a party, together with the following documents attached thereto: (d1) A copy of the Security Agreement and/or resolutions of such Borrower Party’s Governing Body authorizing the financing statements execution, delivery and other instruments required thereunder, performance of each Loan Document to which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paidsuch Borrower Party is a party; (e) A copy of the Trust Indenture, which shall have been executed by all proper parties; (f) A copy of the Pledge Agreement and other instruments required thereunder, which shall have been executed by all proper parties; (g) A copy of the Patent Collateral Assignment which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (h) A copy of the Trademark Security Agreement which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (i) Evidence that the Note Purchase Agreements have been executed and delivered and the proceeds delivered to SpecTran; (j2) A copy, certified as of the most recent date practicable by the secretary of state (or similar Governmental Authority) of the Closingstate, province, or other Jurisdiction where such Borrower is organized, of votes such Borrower Party’s Organizational Documents filed with such secretary of state (or similar Governmental Authority); and (3) A copy of such Borrower Party’s other Organizational Documents; (H) A certificate, as of the boards most recent date practicable, of directors the secretary of state (or similar appropriate Governmental Authority) and department of revenue or taxation (or similar appropriate Governmental Authority) of the Jurisdiction in which each Borrower Party is organized as to the existence and good standing of such Borrower Party within such Jurisdiction, and a certificate, as of the most recent date practicable, of the secretary of state (or similar appropriate Governmental Authority) of each state where any of the Collateral is located as to the qualification and good standing of each Borrower as a foreign entity doing business in each such state; (I) Written opinions of counsel to Borrower Parties, addressed to Bank and shareholders dated as of the date of Closing; (except for SpecTranJ) The Financial Statements of each BorrowerBorrower Parties; (K) UCC-11 reports showing no Liens superior to Bank’s Lien on the Mortgaged Property and the other Collateral; (L) Evidence satisfactory to Bank that Borrower has obtained all insurance policies as required under the Loan Documents, authorizing together with evidence satisfactory to Bank that all premiums therefor have been paid and that all such policies are in full force and effect; (M) An ALTA form survey of the executionProject, deliveryprepared by an approved surveyor, and performance either (i) evidence satisfactory to Bank that no part of this Agreementthe Project is located in a flood hazard area, or (ii) a flood insurance policy satisfactory to Bank; (N) An appraisal of the Revolving NoteProject, made at Borrower’s expense, which must be by an M.A.I. appraiser engaged and approved by Bank, and must be in form and substance satisfactory to Bank, and reflecting a loan to value ratio of not more than 60%; (O) A copy of the Collateral Documents purchase closing statement for the Project, reflecting a loan to cost ratio of not more than 60%; (P) An environmental/hazardous substances survey and each other document report with respect to the Project, and, if applicable, reports and certifications in such form and from such Person(s) as Bank may require setting forth with such particularity as may be required by Bank: (i) the plans for removal of any and all Hazardous Substances, Petroleum Products and Solid Wastes, if any, located on the Mortgaged Property, including an appropriate verification that such removal will be accomplished in accordance with applicable Law; (ii) the qualifications of those Persons engaged to so remove the Hazardous Substances, Petroleum Products and Solid Wastes; and (iii) upon completion of the removal of the Hazardous Substances, Petroleum Products and Solid Wastes, certification that the Hazardous Substances, Petroleum Products and Solid Wastes have in fact been removed; (Q) A copy of the Ground Lease, together with the Ground Lessor’s Consent; (R) Copies of all Assigned Leases of the Project in effect at the time of Closing, together with any applicable lease guaranties, together with the deposit with Bank of the Rent Abatement Funds into the Rent Abatement Reserve Account; (S) Copies of the Assignment Documents; (T) The form of lease to be delivered pursuant heretoutilized in connection with the leasing of the Project; (U) Except as may be waived by Bank in its discretion, estoppel certificates and subordination, attornment and non-disturbance agreements with respect to the Assigned Leases in effect at the time of Closing; and (V) All other items required to be provided to Bank and not otherwise set forth above.

Documents Required for the Closing. The Borrowers Delivery of the following to Bank shall have delivered be conditions precedent to the Lender, prior to the initial disbursement of the Loan (the "Closing"), the following: (a) The Revolving Note duly executed by the BorrowersNotes; (b) Copies of the MortgagesThe Guaranty Agreement, which shall have been duly executed by all proper parties and recorded at the appropriate recording office, with all recording fees therefor paideach Guarantor of Borrower; (c) The Financial StatementsFinancing Statements required by Section 4; (d) A copy Copies of the Security Agreement and/or the financing statements and other instruments required thereunder, which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (e) A copy resolutions of the Trust Indenture, which shall have been executed by all proper parties; (f) A copy board of directors of the Pledge Agreement Borrower and other instruments required thereundereach Guarantor, which shall have been executed by all proper parties; (g) A copy of the Patent Collateral Assignment which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (h) A copy of the Trademark Security Agreement which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (i) Evidence that the Note Purchase Agreements have been executed and delivered and the proceeds delivered to SpecTran; (j) A copyrespectively, certified by the corporate secretary or assistant secretary of each as of the date of the Closing, of votes of the boards of directors of each Borrower and shareholders (except for SpecTran) of each Borrower, authorizing the execution, delivery, delivery and performance of this AgreementAgreement and, as applicable, the Revolving NoteNotes, the Collateral Documents Loan Documents, and each other document to be delivered pursuant hereto; (e) A copy of Borrower’s by-laws and articles of incorporation certified by Borrower’s secretary as of the date of the Closing; (f) Payoff letters in form and substance acceptable to Bank with respect to any indebtedness to be paid with the proceeds of the Term Loan (the “Payoff Letters”); (g) A copy of the by-laws and charter or articles of incorporation of each Guarantor certified by each Guarantor’s secretary as of the date of Closing; (h) A certificate dated the date of the Closing of the corporate secretary of each of the Borrower and each Guarantor as to the incumbency and signatures of their respective officers executing this Agreement, the Notes and each other document to be delivered pursuant hereto; (i) A written opinion of Borrower’s counsel, dated the date of the Closing and addressed individually to Bank, in the form attached hereto as Exhibit D and otherwise satisfactory to the Bank;

Documents Required for the Closing. The Borrowers shall Borrower will have delivered or caused to be delivered to the Lender, prior to the initial disbursement of the Loan Loans (the "Closing"), the following: (a) The Revolving Note Notes duly executed by the BorrowersBorrower; (b) Copies of the Mortgages, which shall have been The Guaranty duly executed by all proper parties and recorded at the appropriate recording office, with all recording fees therefor paidGuarantor; (c) The Security Agreement between the Lender and the Guarantor of even date, duly executed by the Guarantor; (d) The Subordination Agreement (Liens) between the Lender and Gintaris Subatis, of even date, duly executed by Gintaris Subatis; (e) The Subordination Agreement (Debt) between the Lender and Gintaris Subatis, of even date, duly executed by Gintaris Subatis; (f) The Financial Statements; (dg) A copy of The Collateral Documents duly executed by the Security Agreement and/or the Borrower; (h) The financing statements and other instruments required thereunder, which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (e) A copy of the Trust Indenture, which shall have been executed by all proper parties; (f) A copy of the Pledge Agreement and other instruments required thereunder, which shall have been executed by all proper parties; (g) A copy of the Patent Collateral Assignment which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (h) A copy of the Trademark Security Agreement which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paidArticle 4; (i) Evidence that A copy, certified as of the Note Purchase Agreements have been executed date of the Closing, of votes and resolutions of the board of directors of the Borrower, authorizing the execution, delivery, and performance of this Agreement, the Notes, the Collateral Documents, and each other document to be delivered and the proceeds delivered to SpecTranpursuant hereto; (j) A copy, certified as of the date of the Closing, of votes and resolutions of the boards board of directors of each Borrower and shareholders (except for SpecTran) of each Borrowerthe Guarantor, authorizing the execution, delivery, and performance of the Guaranty and each other document to be delivered by the Guarantor; (k) A copy, certified as of the date of the Closing, of the bylaws and/or memorandum of association for each of the Borrower and the Guarantor; (l) A certificate (dated the date of the Closing) of the clerk or secretary of the Borrower as to the incumbency and signatures of the officers of the Borrower signing this Agreement, the Revolving NoteNotes, the Collateral Documents Documents, and each other document to be delivered pursuant hereto; (m) A certificate (dated the date of the Closing) of the clerk or secretary of the Guarantor as to the incumbency and signatures of the officers of the Guarantor signing the Guaranty and each other document to be delivered by the Guarantor; (n) A copy, certified as of the most recent date practicable by the Secretary of the Commonwealth of Massachusetts, of the Articles of Organization of the Borrower, and all amendments thereto, together with a certificate (dated the date of the Closing) of the clerk of the Borrower to the effect that such Articles of Organization have not been further amended since the date of the aforesaid certification of the Secretary of the Commonwealth of Massachusetts; (o) A copy, certified as of the most recent date practicable by the Province of Nova Scotia, of the Articles of Association of the Guarantor, and all amendments thereto, together with a certificate (dated the date of the Closing) of the secretary of the Guarantor to the effect that such Articles of Association have not been further amended since the date of the aforesaid certification of the Province of Nova Scotia; (p) A certificate dated as of the most recent date practicable, issued by the Secretary of the Commonwealth of Massachusetts as to the legal existence, Articles of Organization and good legal standing of the Borrower; (q) A certificate of Industry Canada dated as of the most recent date practicable, issued by the Province of Nova Scotia as to the legal existence, Articles of Association and good legal standing of the Guarantor; (r) Certificates, as of the most recent dates practicable, of the Secretary of the Commonwealth of Massachusetts and of the secretary of state of each state in which the Borrower is qualified as a foreign corporation and, if applicable, of the department of revenue or taxation of each of the foregoing states, as to the good standing of the Borrower; (s) Certificates, as of the most recent dates practicable, of appropriate authority of each state, province or country in which the Guarantor is qualified as a foreign corporation and, if applicable, of the department of revenue or taxation of each of the foregoing states, as to the good standing of the Guarantor; (t) A written opinion of Xxxx and Xxxx LLP, legal counsel for the Borrower, dated the date of the Closing and addressed to the Lender, in form satisfactory to the Lender; and (u) A written opinion of legal counsel for the Guarantor, dated the date of the Closing and addressed to the Lender, in form satisfactory to the Lender.

Documents Required for the Closing. The Borrowers Prior to or concurrently with the Closing, the following instruments, documents and things, duly executed by all proper Persons shall have been delivered to the LenderBank: (A) This Agreement; (B) The Notes; (C) The Mortgages, prior to the initial disbursement of the Loan (the "Closing"), together with the following: (a1) The Revolving Note Evidence that the Mortgages have been duly executed recorded in all filing or recording offices that Bank may deem necessary or desirable in order to create a valid Lien on the Mortgaged Property in favor of Bank and that all filing and recording taxes and fees have been paid, (2) A Title Insurance Policy with respect to each parcel of Mortgaged Property, each with the Required Endorsements and in an amount acceptable to Bank, issued, conisured and reinsured by the Borrowersapplicable Title Insurance Company, insuring the applicable Mortgage to be a valid first Lien on the applicable Mortgaged Property, free and clear of all Liens (including, but not limited to, mechanics' and materialmen's Liens), excepting only Permitted Liens and other Liens approved by Bank in its discretion, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as Bank may deem necessary or desirable, (3) Such consents and agreements of lessors, lessees, and other Third Parties, and such estoppel letters and other confirmations, as Bank may deem necessary or desirable; provided, however, that any such lessors, lessees, and other Third Parties are obligated to provide such consents, agreements and/or estoppels pursuant to an agreement entered into with the Borrower Parties, (4) Evidence of the insurance required by the terms of this Agreement, and (5) Evidence that all other action that Bank may deem necessary or desirable in order to create a valid first Lien on the applicable Mortgaged Property has been taken; (bD) Copies The Assignments of Rents, together with evidence that the Mortgages, which shall Assignments of Rents have been duly executed by recorded in all proper parties filing or recording offices that Bank may deem necessary or desirable in order to create a valid Lien on the Collateral described therein in favor of Bank and recorded at the appropriate that all filing and recording office, with all recording taxes and fees therefor have been paid; (cE) The Pledge Agreement - Equity Interests, together with all documents and instruments required to be executed and delivered thereunder; (F) The Pledge Agreement - Lease Payment Accounts, together with all documents and instruments required to be executed and delivered thereunder; (G) The Cash Management Agreement; (H) The Financial StatementsReporting Agreement; (dI) A copy of The Closing Certificates; (J) The Financing Statements, together with evidence that the Security Agreement and/or the financing statements and other instruments required thereunder, which shall Financing Statements have been duly executed by all proper parties and filed at the appropriate filing office, with recorded in all filing or recording offices that Bank may deem necessary or desirable in order to create a valid first Lien on the Collateral described therein in favor of Bank, and that all filing and recording taxes and fees therefor have been paid; (eK) A copy With respect to each Borrower Party and Pledgor, a certificate of the Trust Indenture, which shall have been executed by all proper parties; (f) A copy of the Pledge Agreement and an officer or other instruments required thereunder, which shall have been executed by all proper parties; (g) A copy of the Patent Collateral Assignment which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (h) A copy of the Trademark Security Agreement which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paid; (i) Evidence that the Note Purchase Agreements have been executed and delivered and the proceeds delivered representative acceptable to SpecTran; (j) A copy, certified Bank dated as of the date of the Closing, of votes of the boards of directors of each Borrower and shareholders (except for SpecTran) of each Borrower, authorizing the execution, delivery, and performance of this Agreement, certifying as to the Revolving Noteincumbency and signatures of the representative(s) of such Person signing, as applicable, this Agreement and each of the Collateral Documents other Loan Documents, and each other document to be delivered pursuant hereto, together with the following documents attached thereto: (1) A copy of the resolutions of such applicable Person's Governing Body authorizing the execution, delivery and performance of this Agreement, each of the Loan Documents, and each other document to be delivered pursuant hereto, as applicable; (2) A copy, certified as of the most recent date practicable by the secretary of state (or similar Governmental Authority) of the state, province, or other Jurisdiction where such Person is organized, of such Person's Organizational Documents filed with such secretary of state (or similar Governmental Authority); (3) A copy of such Person's other Organizational Documents; (L) A certificate, as of the most recent date practicable, of the secretary of state (or similar appropriate Governmental Authority) and department of revenue or taxation (or similar appropriate Governmental Authority) of each Jurisdiction in which each Borrower Party and Pledgor is organized as to the existence and good standing of each such Person within such Jurisdiction, and a certificate, as of the most recent date practicable, of the secretary of state (or similar appropriate Governmental Authority) of each state where any of the Collateral is located as to the qualification and good standing of Borrower Party as a foreign entity doing business in each such state; (M) A written opinion of counsel to Borrower Parties and Pledgors, dated as of the date of Closing and addressed to Bank, in form and substance acceptable to Bank; (N) Letters and certificates, in form and substance satisfactory to Bank, attesting to the Solvency of Borrower Parties an Pledgors after giving effect to the transactions contemplated hereby, from its chief financial officer; (O) UCC-11 reports showing no Liens superior to the Liens granted by Borrower Parties and Pledgors under the Security Documents; (P) Evidence satisfactory to Bank that Borrower Parties have obtained all insurance policies as required under this Agreement and/or any of the other Loan Documents, together with evidence satisfactory to Bank that all premiums therefor have been paid and that all such policies are in full force and effect; (Q) An American Land Title Association form survey of each parcel of the Mortgaged Property prepared by an approved surveyor and in accordance with the requirements of Bank, and either (i) evidence satisfactory to Bank that none of the Mortgaged Property is located in a flood hazard area, or (ii) a flood insurance policy satisfactory to Bank with respect to each parcel of the Mortgaged Property located in a flood hazard area; (R) Appraisals of the Mortgaged Property, made at Borrower's expense, which must be by an M.A.I. appraiser engaged and approved by Bank, and must be in form and substance satisfactory to Bank and meeting the requirements as set forth in the Commitment Letter; (S) Environmental/hazardous substances surveys and reports as required by the Commitment Letter and as approved by Bank, and reports and certifications in such form and from such Person(s) as Bank may require setting forth with such particularity as may be required by Bank: (i) the plans for removal of any and all Hazardous Substances, Petroleum Products, and Solid Wastes located on the applicable parcel of Mortgaged Property, if any, including an appropriate verification that such removal will be accomplished in accordance with applicable Law, (ii) the qualifications of those Persons engaged to so remove the Hazardous Substances, Petroleum Products, and Solid Wastes, and (iii) upon completion of the removal of the Hazardous Substances, Petroleum Products, and Solid Wastes, certification that the Hazardous Substances, Petroleum Products, and Solid Wastes have in fact been removed; (T) A certificate of compliance with applicable restrictive or protective covenants, and certifications by appropriate Governmental Authorities (or other Persons acceptable to Bank) satisfactory to Bank, and in forms acceptable to Bank, reflecting that the Improvements and the use of the Land and the Improvements conform with all Laws, including, without limitation, applicable zoning regulations; (U) A copy of the Cxxx XX II Purchase Agreement, the Cxxx XX IV Purchase Agreement, and all documents and instruments delivered by or for the benefit of Borrower Parties and Pledgors in connection with the closing of the Purchase under and as defined in the Cxxx XX II Purchase Agreement and the Cxxx XX IV Purchase Agreement; (V) A copy of the Wawa Leases, in form and substance and containing terms and conditions acceptable to Bank, together with an estoppel letter and subordination, non-disturbance and attornment agreement with respect thereto, as required by Bank; (W) Receipt by Bank of the Loan Fee; and (X) Receipt and approval by Bank of all items required to be provided to Bank pursuant to the Commitment Letter, and not otherwise set forth above.

Documents Required for the Closing. The Borrowers Company shall have delivered ---------------------------------- to the Lender, prior to the initial disbursement of the Loan (the "Closing"), Xxxxxxxxx the following, duly executed as appropriate: (a) The Revolving this Note duly executed by the BorrowersPurchase Agreement; (b) Copies of the Mortgages, which shall have been duly executed by all proper parties and recorded at the appropriate recording office, with all recording fees therefor paidNote; (c) The Financial Statementsthe Warrant Agreement and the Warrant; (d) A copy of a Subordination Agreement with the Security Agreement and/or the financing statements Senior Lenders, in form and other instruments required thereunder, which shall have been duly executed by all proper parties and filed at the appropriate filing office, with all filing fees therefor paidsubstance acceptable to Xxxxxxxxx; (e) A copy of the Trust Indenture, which shall have been executed by all proper partiesCo-Sale Agreement; (f) A copy of the Pledge Agreement and other instruments required thereunder, which shall have been executed by all proper partiesOfficers' Certificate referred to in Section 5.05; (g) A copy a favorable opinion of the Patent Collateral Assignment which shall have been duly executed by all proper parties and filed at Companies' legal counsel as to the appropriate filing office, with all filing fees therefor paidmatters referred to on Exhibit D; (h) A copy a copy, certified by the Company as true and correct of the Trademark Security executed Purchase Agreement which shall have been duly executed by (including all proper parties exhibits and filed at schedules) and the appropriate filing office, with all filing fees therefor paidclosing documents related thereto; (i) Evidence for each of the Companies, a Secretary's Certificate dated the Closing Date, signed by its secretary and in form and substance satisfactory to Xxxxxxxxx and its counsel, (i) certifying that the Note Purchase Agreements resolutions have been executed duly adopted by its Board of Directors (and delivered to the extent necessary, its shareholders) authorizing the execution of this Agreement or the Ancillary Agreements, the issuance of the Securities (in the case of the Company), and all of the other transactions to be consummated pursuant hereto, (ii) certifying as to the names of the members of its Board of Directors and the proceeds delivered names and incumbency of its officers who are empowered to SpecTranexecute the foregoing documents for and on behalf of it, (iii) certifying the authenticity of attached copies of its Articles of Incorporation and Bylaws and (iv) certifying as to its continued good standing in the jurisdiction of its incorporation, as evidenced by a reasonably current Certificate of Good Standing; (j) A all environmental reports and documents regarding the Companies which are requested by Xxxxxxxxx, including Phase I Environmental Assessment Reports for all real property owned or leased by the Companies; (k) a copy, certified by the Company as true and correct, of the date Senior Credit Agreement and the closing documents related thereto; (l) copies of all other documentation evidencing material indebtedness of any of the Closing, of votes Companies for borrowed money; (m) certificate(s) evidencing adequate property and liability insurance coverage on all of the boards properties and business operations of directors the Companies; (n) a reasonably current search against each of the Companies for (i) liens or security interests of record in each Borrower state where it maintains its principal executive office or owns material assets, and shareholders (except ii) judgments of record in the state and federal courts sitting in the county where it has its principal executive office; (o) documents, in form reasonably acceptable to Xxxxxxxxx, evidencing the obtaining of all necessary releases, consents or approvals for SpecTranthe transactions contemplated by this Agreement and the Purchase Agreement; (p) evidence satisfactory to Xxxxxxxxx as to the uses of the proceeds of the Note; (q) receipt by Xxxxxxxxx and by Xxxxxxxxx'x counsel (as appropriate) of each Borrowerpayment of the fee referred to in Section 2.03 and the expenses referred to in Section 10.02; (r) copies of the collective bargaining agreements and employment, authorizing the executionseverance, deliverydeferred compensation or bonus agreements of officers referred to in Section 3.18; and (s) such other documents, and performance of this Agreementcertificates, the Revolving Noteinstruments or opinions as Xxxxxxxxx or its legal counsel may reasonably request, the Collateral Documents and each other document in form reasonably satisfactory to be delivered pursuant hereto;Xxxxxxxxx.