Common use of Equipment Loan Clause in Contracts

Equipment Loan. Subject to the terms and conditions hereof, the Bank agrees to make one or more equipment loans to the Borrower in an amount not to exceed (a) Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) in the aggregate (the “Equipment Loan Commitment”, and the equipment loans made pursuant thereto being referred to herein as the “Equipment Loan”) and (b) with respect to each Equipment Loan (other than the Equipment Loan to be made on the date hereof to refinance indebtedness of the Borrower to RBS Asset Finance, Inc.), 100% of the purchase price of the Equipment being purchased with the proceeds of such Equipment Loan as demonstrated by an invoice delivered to the Bank in accordance with Section 1.7, at such times as the Borrower may from time to time request during the period from and including the date hereof to but not including the Equipment Loan Commitment Termination Date, at which time the commitment of the Bank to make Equipment Loans shall expire. Any portion of the Equipment Loan Commitment not advanced on the Equipment Loan Commitment Termination Date shall thereupon expire. Principal amounts repaid on the Equipment Loans may not be borrowed again. The Equipment Loans shall be made against and evidenced by a single promissory note of the Borrower in the form (with appropriate insertions) attached hereto as Exhibit C (the “Equipment Note”). The Equipment Note shall be dated the date of issuance thereof and be expressed to bear interest as set forth in Section 0 hereof. The Equipment Note, and the Equipment Loans evidenced thereby, shall mature in equal monthly principal installments based upon the straight line five-year amortization of the aggregate principal balance of the Equipment Loans as of the Equipment Loan Commitment Termination Date, commencing on April 30, 2011, and continuing on the last day of each month thereafter, with a final installment in the amount of all principal not sooner paid due and payable on the Equipment Loan Final Maturity Date. Without regard to the principal amount of the Equipment Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of the Equipment Note shall be the sum of all Equipment Loans made hereunder less all payments of principal thereof actually received by the Bank.

Equipment Loan. Subject to the terms and conditions hereof, the Bank agrees to shall make one or more equipment loans additional extensions of credit to Equipment Loan Borrower under the Borrower Equipment Loan in an aggregate amount not to exceed the maximum principal amount of the Equipment Loan to finance capital equipment expenditures, subject to the following terms and conditions: (i) Subject to the satisfaction of the conditions precedent set forth in subsection (iii) below, Bank shall make advances of principal under the Equipment Loan (each, an “Equipment Loan Advance”) to Equipment Loan Borrower from time to time until September 28, 2026 (the “Availability Period”); provided, however, that the principal amount of all outstanding Equipment Loan Advances shall not exceed the maximum principal amount of the Equipment Loan. The Equipment Loan shall be a revolving credit facility. Subject to all applicable provisions in this Agreement, each Term Note, and any and all other agreements between Equipment Loan Borrower and Bank related to the Equipment Loan, the Equipment Loan Borrower may borrow, pay, prepay and reborrow under the Equipment Loan at any time during the Availability Period, and any amount of principal that has been repaid under any Term Note may be reborrowed as an additional Equipment Loan Advance after such repayment. Equipment Loan Borrower may request Equipment Loan Advances not more than once per calendar quarter to reimburse Equipment Loan Borrower for equipment purchased in the preceding one hundred twenty (120) day period (or prior to such one hundred twenty (120) day period to the extent approved by PNC); and the preceding three hundred (300) day period for the initial Equipment Loan Advance after the date hereof; provided, however, that Equipment Loan Borrower may not request any Equipment Loan Advance in an amount less than $500,000.00. (ii) Each Equipment Loan Advance shall be evidenced by a separate term note (each, as modified, amended, renewed, restated or replaced from time to time, a “Term Note”) in the amount of each respective Equipment Loan Advance, made by all Equipment Loan Borrowers (jointly and severally as co-borrowers) payable to Bank in accordance with the terms thereof. Each Term Note shall (a) Two Million Five Hundred Thousand and 00/100 Dollars bear interest at a variable rate equal to 2.75% above the greater of ($2,500,000.00I) the Variable Loan Rate (as defined in the aggregate applicable Term Note), or (II) 0.00% (collectively, the “Equipment Loan CommitmentRate”), and the equipment loans made pursuant thereto being referred to herein as the “Equipment Loan”) and (b) be repaid in monthly payments of principal (calculated using an amortization period equal to the term of such Equipment Loan Advance) plus accrued and unpaid interest, and (c) mature on that date which is up to five (5) years after the date of the applicable Equipment Loan Advance memorialized thereby. (iii) Prior to the end of the Availability Period, Equipment Loan Borrower shall give Bank written notice (or telephonic notice promptly confirmed in writing) of each requested Equipment Loan Advance not less than ten (10) business days prior to the making of each Equipment Loan Advance requested. Each notice shall be irrevocable and shall specify the principal amount of such Equipment Loan Advance (provided, however, that no Equipment Loan Advance shall exceed one hundred percent (100%) of the cost of the Equipment Collateral financed thereby, as determined by Bank), as well as the proposed date of the closing of such Equipment Loan Advance. Upon the satisfaction of the following conditions, Bank will make the proceeds of each Equipment Loan Advance available to Equipment Loan Borrower on the date specified in the applicable notice by crediting an account maintained by Equipment Loan Borrower with Bank or, at Equipment Loan Borrower’s option, by delivering a wire transfer of such amount to an account designated by Equipment Loan Borrower to Bank: (1) no Event of Default, and no event that, with the giving of notice or the passage of time or both would constitute an Event of Default, shall have occurred and be continuing under the Transaction Documents; (2) Equipment Loan Borrower shall have delivered to Bank such information as Bank may reasonably request with respect to each Equipment Loan (other than the Equipment Loan to be made on the date hereof to refinance indebtedness of the Borrower to RBS Asset Finance, Inc.), 100% of the purchase price of the Equipment being purchased Collateral financed with the proceeds of such Equipment Loan as demonstrated by an invoice Advance, in form and substance satisfactory to Bank; and (3) Equipment Loan Borrower shall have executed and delivered to Bank, or caused to be executed and delivered to Bank) (A) the Term Note evidencing such Equipment Loan Advance, (B) a modification, supplement and/or joinder to the Security Agreement executed and delivered by the applicable Equipment Loan Borrower granting a security interest to Bank in accordance with Section 1.7, at such times as the Borrower may from time to time request during the period from and including the date hereof to but not including the Equipment Loan Commitment Termination DateCollateral financed thereby, at which time the commitment and (C) such other documents and/or instruments as Bank shall reasonably require, all in form and substance satisfactory to Bank. In amplification of the foregoing, Equipment Loan Borrower authorizes (both prospectively and retroactively) Bank to make Equipment Loans shall expire. Any portion of file financing statements, and any continuations and amendments thereof, with respect to the Equipment Loan Commitment not advanced on Collateral financed with the proceeds of each Equipment Loan Commitment Termination Date shall thereupon expire. Principal amounts repaid on the Equipment Loans may not be borrowed again. The Equipment Loans shall be made against and evidenced by a single promissory note of the Borrower in the form (with appropriate insertions) attached hereto as Exhibit C (the “Equipment Note”). The Equipment Note shall be dated the date of issuance thereof and be expressed to bear interest as set forth in Section 0 hereof. The Equipment NoteAdvance, and the Equipment Loans evidenced thereby, shall mature in equal monthly principal installments based upon the straight line five-year amortization of the aggregate principal balance of the Equipment Loans as of the without Equipment Loan Commitment Termination Date, commencing on April 30, 2011, Borrower’s signature and continuing on the last day of each month thereafter, with a final installment in the amount of all principal not sooner paid due and payable on the at Equipment Loan Final Maturity Date. Without regard to the principal amount of the Equipment Note stated on its face, the actual principal amount at any time outstanding Borrower’s sole cost and owing by the Borrower on account of the Equipment Note shall be the sum of all Equipment Loans made hereunder less all payments of principal thereof actually received by the Bankexpense.

Equipment Loan. (a) Subject to the terms and conditions hereof, the Bank agrees shall lend to make one or more Borrower an equipment loans to the Borrower in an amount not to exceed draw loan (a) Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) in the aggregate (the “Equipment Loan Commitment”, and the equipment loans made pursuant thereto being referred to herein as the “Equipment Loan”) on September 28, 2018 in an aggregate amount of One Million Four Hundred Twenty-Nine Thousand Two Hundred Fifty and No/100 Dollars (b) with respect to each Equipment Loan (other than $1,429,250.00). So long as no Event of Default has occurred, Borrower may obtain advances under the Equipment Loan to be made on until the date hereof to refinance indebtedness of the Borrower to RBS Asset Finance, Inc.), 100% of the purchase price of the Equipment being purchased with the proceeds of such Equipment Loan as demonstrated by an invoice delivered to the Bank in accordance with Section 1.7, at such times as the Borrower may from time to time request during the period from and including the date hereof to but not including the Equipment Loan Commitment Termination Term-Out Date, at which time the commitment of the Bank Borrower’s right to make Equipment Loans shall expire. Any portion of obtain advances under the Equipment Loan Commitment not advanced on shall terminate and the unpaid principal balance, together with all accrued but unpaid interest and reimbursable expenses, shall be payable in accordance with the terms of that certain Equipment Loan Commitment Termination Date shall thereupon expire. Principal amounts repaid on the Equipment Loans may not be borrowed again. The Equipment Loans shall be made against and evidenced Note issued by a single promissory note of the Borrower in the form (with appropriate insertions) attached hereto to Bank dated September 28, 2018, as Exhibit C amended, modified or restated from time to time (the “Equipment Loan Note”). The Equipment Note shall be dated the date of issuance thereof and be expressed to bear interest as set forth in Section 0 hereof. The Equipment Note, and the Equipment Loans evidenced thereby, shall mature in equal monthly principal installments based upon the straight line five-year amortization of the aggregate principal balance of the Equipment Loans as term of the Equipment Loan Commitment Termination shall expire on March 28, 2025 (the “Equipment Loan Maturity Date”), commencing on April 30, 2011, and continuing on the last day of each month thereafter, with a final installment in the amount of all principal not sooner paid due and payable on unless the Equipment Loan Final Maturity Date. Without regard is sooner paid pursuant to the principal amount terms hereof. (b) The proceeds of the Equipment Note stated on its face, Loan will be used to fund equipment needs for the actual Project. (c) Borrower shall have the right to prepay the principal amount at any time outstanding and owing by the Borrower on account of the Equipment Note shall be Loan in accordance with the sum provisions and prepayment penalties set forth in the Equipment Loan Note. Early principal payments will not, unless agreed to by Bank in writing, relieve Borrower of all Equipment Loans made hereunder less all Borrower’s obligation to continue to make regular monthly payments of principal thereof actually received required by the Equipment Loan Note. Rather, early payments will reduce the principal balance due and may result in Borrower’s making fewer payments. Borrower agrees not to send Bank payments marked “paid in full”, “without recourse” or similar language. If Borrower sends such a payment, Bank may accept it without losing any of Bank’s rights under the Equipment Loan Note, and Borrower will remain obligated to pay any further amount owed to Bank. (c) Section 2.6 is hereby added to the Loan Agreement as follows:

Equipment Loan. Subject to the terms and conditions hereof, the Bank agrees to shall make one or more equipment loans additional extensions of credit to Equipment Loan Borrower under the Borrower Equipment Loan in an aggregate amount not to exceed the maximum principal amount of the Equipment Loan to finance capital equipment expenditures, subject to the following terms and conditions: (i) Subject to the satisfaction of the conditions precedent set forth in subsection (iii) below, Bank shall make advances of principal under the Equipment Loan (each, an “Equipment Loan Advance”) to Equipment Loan Borrower from time to time until that date which is three (3) years after the date hereof (the “Availability Period”); provided, however, that the principal amount of all outstanding Equipment Loan Advances shall not exceed the maximum principal amount of the Equipment Loan. The Equipment Loan shall be a revolving credit facility. Subject to all applicable provisions in this Agreement, each Term Note, and any and all other agreements between Equipment Loan Borrower and Bank related to the Equipment Loan, the Equipment Loan Borrower may borrow, pay, prepay and reborrow under the Equipment Loan at any time during the Availability Period, and any amount of principal that has been repaid under any Term Note may be reborrowed as an additional Equipment Loan Advance after such repayment. Equipment Loan Borrower may request Equipment Loan Advances not more than once per calendar quarter to reimburse Equipment Loan Borrower for equipment purchased in the preceding one hundred twenty (120) day period (or prior to such one hundred twenty (120) day period to the extent approved by PNC and Ares); and the preceding three hundred (300) day period for the initial Equipment Loan Advance after the date hereof; provided, however, that Equipment Loan Borrower may not request any Equipment Loan Advance in an amount less than $500,000.00. (ii) Each Equipment Loan Advance shall be evidenced by a separate term note (each, as modified, amended, renewed, restated or replaced from time to time, a “Term Note”) in the amount of each respective Equipment Loan Advance, made by all Equipment Loan Borrowers (jointly and severally as co-borrowers) payable to Bank in accordance with the terms thereof. Each Term Note shall (a) Two Million Five Hundred Thousand and 00/100 Dollars bear interest at a fixed rate per annum equal to Bank’s three ($2,500,000.003) in year cost of funds as of the aggregate date of such Equipment Loan Advance plus three percent (3.00%) (the “Equipment Loan CommitmentRate”), and the equipment loans made pursuant thereto being referred to herein as the “Equipment Loan”) and (b) be repaid in monthly level payments of principal plus interest (calculated using (I) the Equipment Loan Rate, and (II) a three (3) year amortization schedule), and (c) mature on that date which is three (3) years after the date of the applicable Equipment Loan Advance memorialized thereby. (iii) Prior to the end of the Availability Period, Equipment Loan Borrower shall give Bank written notice (or telephonic notice promptly confirmed in writing) of each requested Equipment Loan Advance not less than ten (10) business days prior to the making of each Equipment Loan Advance requested. Each notice shall be irrevocable and shall specify the principal amount of such Equipment Loan Advance (provided, however, that no Equipment Loan Advance shall exceed ninety percent (90%) of the cost of the Equipment Collateral financed thereby, as determined by Bank), as well as the proposed date of the closing of such Equipment Loan Advance. Upon the satisfaction of the following conditions, Bank will make the proceeds of each Equipment Loan Advance available to Equipment Loan Borrower on the date specified in the applicable notice by crediting an account maintained by Equipment Loan Borrower with Bank or, at Equipment Loan Borrower’s option, by delivering a wire transfer of such amount to an account designated by Equipment Loan Borrower to Bank: (1) no Event of Default, and no event that, with the giving of notice or the passage of time or both would constitute an Event of Default, shall have occurred and be continuing under the Transaction Documents; (2) Equipment Loan Borrower shall have delivered to Bank such information as Bank may reasonably request with respect to each Equipment Loan (other than the Equipment Loan to be made on the date hereof to refinance indebtedness of the Borrower to RBS Asset Finance, Inc.), 100% of the purchase price of the Equipment being purchased Collateral financed with the proceeds of such Equipment Loan as demonstrated by an invoice Advance, in form and substance satisfactory to Bank; and (3) Equipment Loan Borrower shall have executed and delivered to Bank, or caused to be executed and delivered to Bank) (A) the Term Note evidencing such Equipment Loan Advance, (B) a modification, supplement and/or joinder to the Security Agreement executed and delivered by the applicable Equipment Loan Borrower granting a security interest to Bank in accordance with Section 1.7, at such times as the Borrower may from time to time request during the period from and including the date hereof to but not including the Equipment Loan Commitment Termination DateCollateral financed thereby, at which time (C) a modification, supplement and/or joinder to the commitment Master Mortgagee Agreement (as defined in the Master Covenant Agreement) reflecting the Equipment Collateral financed thereby, and (D) such other documents and/or instruments as Bank shall reasonably require, all in form and substance satisfactory to Bank. In amplification of the foregoing, Equipment Loan Borrower authorizes (both prospectively and retroactively) Bank to make Equipment Loans shall expire. Any portion of file financing statements, and any continuations and amendments thereof, with respect to the Equipment Loan Commitment not advanced on Collateral financed with the proceeds of each Equipment Loan Commitment Termination Date shall thereupon expire. Principal amounts repaid on the Equipment Loans may not be borrowed again. The Equipment Loans shall be made against and evidenced by a single promissory note of the Borrower in the form (with appropriate insertions) attached hereto as Exhibit C (the “Equipment Note”). The Equipment Note shall be dated the date of issuance thereof and be expressed to bear interest as set forth in Section 0 hereof. The Equipment NoteAdvance, and the Equipment Loans evidenced thereby, shall mature in equal monthly principal installments based upon the straight line five-year amortization of the aggregate principal balance of the Equipment Loans as of the without Equipment Loan Commitment Termination Date, commencing on April 30, 2011, Borrower’s signature and continuing on the last day of each month thereafter, with a final installment in the amount of all principal not sooner paid due and payable on the at Equipment Loan Final Maturity Date. Without regard to the principal amount of the Equipment Note stated on its face, the actual principal amount at any time outstanding Borrower’s sole cost and owing by the Borrower on account of the Equipment Note shall be the sum of all Equipment Loans made hereunder less all payments of principal thereof actually received by the Bankexpense.

Equipment Loan. Subject to the terms and conditions hereofof this Agreement, each Lender, severally and not jointly, shall, from time to time, make available advances to the Borrowers to finance any such Borrower’s purchase of Equipment for use in such Borrower’s business (each, an “Equipment Loan” and collectively, the Bank agrees “Equipment Loans”). All such Equipment Loans shall be in such amounts as are requested by Borrower, but in no event shall any Equipment Loan exceed 80% of the net invoice cost (excluding taxes, shipping, delivery, handling, installation, overhead and other so called “soft” costs) of the Equipment then to make one or more equipment loans to be purchased by Borrower and the Borrower in an total amount of all Equipment Loans outstanding hereunder shall not to exceed (a) Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) exceed, in the aggregate aggregate, the Maximum Equipment Loan Amount. Once repaid an Equipment Loan may not be reborrowed. Advances consisting of Equipment Loans shall be accumulated from the Restatement Date through the one (1) year anniversary of the Restatement Date (the “Borrowing Period”). At the end of the Borrowing Period, no additional Equipment Loan Commitment”, Loans shall be made and the equipment loans sum of all Equipment Loans made pursuant thereto being referred to herein as during the “Borrowing Period shall amortize on the basis of a sixty (60) month schedule. The Equipment Loan”) and (b) Loans shall be, with respect to each Equipment Loan (other than principal, payable in equal monthly installments based upon the Equipment Loan to be made amortization schedule set forth above, commencing on January 1, 2016 and on the date hereof to refinance indebtedness first (1st) day of each month thereafter with the balance payable upon the expiration of the Borrower Term, subject to RBS Asset Finance, Inc.), 100% acceleration upon the occurrence of the purchase price an Event of the Equipment being purchased with the proceeds Default under this Agreement or termination of such Equipment Loan as demonstrated by an invoice delivered to the Bank in accordance with Section 1.7, at such times as the Borrower may from time to time request during the period from and including the date hereof to but not including the Equipment Loan Commitment Termination Date, at which time the commitment of the Bank to make Equipment Loans shall expire. Any portion of the Equipment Loan Commitment not advanced on the Equipment Loan Commitment Termination Date shall thereupon expire. Principal amounts repaid on the Equipment Loans may not be borrowed againthis Agreement. The Equipment Loans shall be made against and evidenced by a single one or more secured promissory note of the Borrower in the form notes (with appropriate insertions) attached hereto as Exhibit C (collectively, the “Equipment Note”). The Equipment Note Loans may consist of Domestic Rate Loans or Eurodollar Rate Loans, or a combination thereof, as Borrower may request. In the event that Borrower desires to obtain or continue a Eurodollar Rate Loan or to convert a Domestic Rate Loan to a Eurodollar Rate Loan, Borrower shall be dated comply with the date of issuance thereof and be expressed to bear interest as notification requirements set forth in Section 0 hereof. The Equipment Note, Sections 2.2(c) and (d) and the Equipment Loans evidenced thereby, provisions of Sections 2.2(c) through (g) shall mature in equal monthly principal installments based upon the straight line five-year amortization of the aggregate principal balance of the Equipment Loans as of the Equipment Loan Commitment Termination Date, commencing on April 30, 2011, and continuing on the last day of each month thereafter, with a final installment in the amount of all principal not sooner paid due and payable on the Equipment Loan Final Maturity Date. Without regard to the principal amount of the Equipment Note stated on its face, the actual principal amount at any time outstanding and owing by the Borrower on account of the Equipment Note shall be the sum of all Equipment Loans made hereunder less all payments of principal thereof actually received by the Bankapply.