Common use of Representations, Warranties and Covenants Clause in Contracts

Representations, Warranties and Covenants. Borrower represents, warrants and covenants to the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateral.

Representations, Warranties and Covenants. Borrower Except as disclosed in that certain Phase I Environmental Site Assessment Update dated February 18, 2003 prepared by URS Corporation (a copy of which has been provided to Beneficiary by Grantor), Grantor represents, warrants warrants, covenants and covenants agrees as follows: (a) To Grantor’s knowledge, neither Grantor nor the Property or any occupant thereof is in material violation of or subject to any existing, pending or threatened investigation or inquiry by any governmental authority pertaining to any Environmental Law. Grantor shall not cause or permit the Property to be in violation in any material respect of, or do anything which would subject the Property to any remedial obligations under, any Environmental Law, and shall promptly notify Beneficiary in writing of any existing, pending or threatened investigation or inquiry of which Grantor has knowledge by any governmental authority in connection with any Environmental Law. In addition, Grantor shall provide Beneficiary with copies of any and all material written communications with any governmental authority in connection with any violation of any Environmental Law, concurrently with Grantor’s giving or promptly after Grantor’s receiving of same. (b) To Grantor’s knowledge, no material release, spill, discharge, leak, disposal or emission (individually a “Release” and collectively, “Releases”) of a Hazardous Material, Hazardous Substance or Hazardous Waste, including gasoline, petroleum products, explosives, toxic substances, solid wastes and radioactive materials in any material amount (collectively, “Hazardous Substances”) has occurred, nor are there any visible signs of, any Release(s) at, upon, under or within the Property. During the term of this Deed of Trust, to the Bank that now extent required by any Environmental Laws, Grantor shall remove or remediate any Release at the Property promptly upon discovery at its sole cost and until all Obligations are paid in full as follows: The Loan proceeds shall expense. (c) To Grantor’s knowledge, the Property has never been used by the previous owners and/or operators nor has it or will it be used only by Grantor during the term of this Deed of Trust to refine, produce, store, handle, transfer, process, transport, generate, manufacture, heat, treat, recycle or dispose of Hazardous Substances, except for a such quantities as are handled in accordance with applicable manufacturers’ instructions and Environmental Laws and in proper storage containers as are necessary for the operation of the commercial business purpose and not for any personal, family of Grantor or household purpose. Borrower is an entity or a sole proprietor its tenants (“Permitted Substances”). (d) The Property: (i) duly organized is being and existing has been operated by Grantor in compliance in all material respects with all Environmental Laws, and all permits required thereunder have been obtained and complied with in good standing under the laws of the jurisdiction in which it was formed, all material respects; and (ii) duty qualified does not have any Hazardous Substances present excepting Permitted Substances. (e) Grantor will, and authorized to do business will cause its tenants to, operate the Property in every jurisdiction in which failure material compliance with all Environmental Laws and, other than Permitted Substances, will not place or permit to be so qualified might have a material adverse effect placed any Hazardous Substances on its business or assets and the Property. (iiif) has During Grantor’s period of ownership of the power and authority to own each of its assets Real Estate, and to use them Grantor’s knowledge prior thereto, no lien has been attached to or threatened to be imposed upon the Property, and, to Grantor’s knowledge, there is no basis for the imposition of any such lien based on any governmental action under Environmental Laws. In the event that any environmental lien is filed against the Property, Grantor shall, within thirty (30) days from the date that Grantor is given notice of such lien (or within such shorter period of time as contemplated now or is appropriate in the future. The execution and delivery event that steps have commenced to have the Bank of this Note Property sold), either: (i) are in furtherance of Borrower's purposes pay the claim and within its power and authorityremove the lien from the Property; or (ii) do not violate (A) any law or judgment or order or court furnish a cash deposit, bond or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests reasonably satisfactory in form and number substance to Beneficiary in an amount sufficient to discharge the claim out of copies and by accountants satisfactory to which the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collaterallien arises.

Representations, Warranties and Covenants. Borrower represents, Lessee represents and warrants to and covenants to with Lessor that: (a) Lessee has the Bank that now form of business organization indicated above, Xxxxxx's chief executive office and until all Obligations are paid in full address for purpose of notices hereunder is as follows: The Loan proceeds shall be used only for a business purpose listed above, and not for any personal, family or household purpose. Borrower Lessee is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction state listed in which it was formed, (ii) duty the caption of the Lease and is duly qualified and authorized to do business in every jurisdiction in which failure wherever necessary to be so qualified might have a material adverse effect carry on its present business or assets and (iii) has the power operations and authority to own each its property, and Lessee shall not change its form or state of organization without Lessor's prior written consent and shall immediately notify Lessor of any change of Lessee's organizational identification number issued by its assets and to use them as contemplated now state of organization or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authoritychief executive office or notice address; (iib) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have this Lease has been duly authorized by all necessary corporateaction on the part of Lessee; (c) this Lease has been duly executed and delivered by authorized representative of Lessee; (d) Lessee has not and will not, partnership directly or limited liability company indirectly, create, incur or partnership actions. Borrower conducts its business permit to exist any lien, encumbrance, mortgage, pledge, attachment or security interest on or with respect to the Equipment or this Lease (except those of persons claiming by, through or under Lessor); (e) the Equipment will be used solely in the conduct of Xxxxxx's business, and operations not for personal, family or household use, and will remain in the ownership of its assets location shown on the applicable Lease schedule unless Lessor otherwise agrees in compliance with each applicable statutewriting and Xxxxxx has completed all notifications, regulation filings, recordings and other lawactions as Lessor may reasonably request to protect Lessor's interest in the Equipment; and (f) there are no pending or threatened actions or proceedings before any court or administrative agency which materially adversely affect Lessee's financial condition or operations, includingand all credit, without limitationfinancial and other information provided by Lessee or at Lessee's direction is, environmental lawsand all such information hereafter furnished will be, true, correct and complete in all material respects. All approvalsThe Equipment shall be attached to tractors operated only by appropriately licensed drivers to be selected, employed, controlled and paid by Xxxxxx and who shall be conclusively presumed to be the agents of Lessee. Such Equipment shall be operated in a safe and reasonable manner so as to prevent loss or damage to such Equipment or other property and injury to third parties. Lessee will, at its sole expense: (a) supply and replace all parts and tires for such Equipment and all gasoline, oil, grease and other items required in the operation of such Equipment; and (b) prior to any operation of such Equipment, obtain all permits and licenses, including without limitationall renewals thereof, permits licenseswhich are required for the lawful use and operation of such Equipment (other than titles, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principlesregistration plates, and to be correct, complete and in accordance with Borrower's records. Promptly upon licenses for the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralstate indicated thereon).

Representations, Warranties and Covenants. Borrower represents, warrants SECTION 2.1 warranties and covenants to the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for covenants: A. Lessee is a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) unified school district duly organized and validly existing and in good standing under the Constitution and laws of the jurisdiction in which it was formedState of Wyoming, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the with full power and authority legal right to own each of enter into this Agreement and perform its assets obligations hereunder. Xxxxxx's actions in making and to use them as contemplated now or in the future. The execution and delivery to the Bank of performing this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) Agreement have been duly authorized by resolution of its governing body or other appropriate official approval (a copy of such authorization being attached hereto as Exhibit A) and will not violate or conflict with any law or governmental rule or regulation, or any mortgage, agreement, instrument or other document by which Lessee or its properties are bound. Lessee further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to ensure the enforceability of the Agreement and Lessee has complied with all public bidding and other statutory requirements as may be applicable to Lessee in the authorization, execution, delivery and performance of this Agreement. Xxxxxx has caused to be executed and delivered an opinion of its counsel, a copy of which is attached hereto as Exhibit B; B. Lessee has obtained all necessary corporatelicenses, partnership or limited liability company or partnership actions. Borrower conducts its business permits and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitationif any, permits licensesrequired by all governing bodies or agencies having jurisdiction over the acquisition, registrationsinstallation and operation of the Equipment; C. During the Term of this Agreement, and notices (the "Approvals") Lessee will do or cause to be done all things necessary to the conduct of Borrower's business preserve and for Borrower's due issuance of this Note have been duly obtained and are keep in full force and effect without default its legal existence; D. During the Term of this Agreement, the Equipment will be used by BorrowerLessee only for the purpose of performing one or more essential governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or business of any person or entity other than the Lessee; E. The Equipment will have a useful life in the hands of the Lessee that is substantially in excess of the Initial Term and all Renewal Terms; F. The Equipment is, and during the Initial Term and all Renewal Terms will remain personal property and when subjected to use by the Lessee under this Agreement, will not be or become a fixture; G. By all proper action Lessee has appropriated moneys sufficient to pay all Rental Payments payable during the Initial Term. Until During the Obligations are paid in fullInitial Term and any Renewal Terms, Borrower shall Lessee will annually provide Lessor with current financial statements, budgets, proof of appropriation for the ensuing Fiscal Year, and such other financial information relating to the Bank upon requests in form ability of Lessee to continue this Agreement as may be reasonably required by Lessor or its assignee; H. The execution and number delivery of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principlesthis Agreement, and compliance with the provisions hereof, will not conflict with or constitute on the part of Lessee a violation of, breach of, or default under any constitutional provision, statute, resolution, bond indenture or other financing agreement or any other agreement or instrument to which Lessee is a party or by which Lessee is bound, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Lessee or any of its activities or properties; I. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or threatened against or affecting Lessee, wherein an unfavorable decision, ruling or finding would materially and adversely affect the transactions contemplated hereunder or which in any way would adversely affect the validity or enforceability of this Agreement; J. Lessee has, by resolution, designated the lease obligation contemplated by this Agreement as a "qualified tax-exempt obligation," as such term is used in Section 265(b)(3) of the Code; K. During the Term of this Agreement, Lessee will do or cause to be correct, complete and in accordance with Borrower's records. Promptly upon done all things necessary so as not to affect the request exclusion of the Bank interest component of the Rental Payments (shown in Exhibit E) from time to timethe gross income of the recipients thereof from federal income taxation. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateral.* * * * * * * * * *

Representations, Warranties and Covenants. The Borrower representshereby represents and warrants to, warrants and covenants to and agrees with, the Bank that now Administrative Agent and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. Lenders that: A. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes Amendment and within its power and authority; (ii) do not violate (A) the Loan Documents to which any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute Loan Party is a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) party have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business requisite action on the part of such Loan Party. B. The representations and operations warranties of the Loan Parties contained in the Credit Agreement and the ownership other Loan Documents are true and correct in all material respects on and as of its assets the date of this Amendment as though made at and as of such date, except to the extent (a) such representations and warranties are made with reference to an earlier date, in compliance with which case each applicable statutesuch representation and warranty shall be true and correct in all material respects as of such date only and (b) inaccuracies resulting from transactions prior to the date hereof which were expressly permitted under the Loan Documents, regulation as applicable. C. Both before and other lawafter giving effect to this Amendment, includingno Default or Event of Default shall have occurred and be continuing. D. As of the Amendment Closing Date (as defined below), without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrationsno Loan Party has any grounds, and notices hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim arising under or with respect to), in any case based upon acts or omissions of the "Approvals") necessary to Administrative Agent or any Lender, the conduct effectiveness, genuineness, validity, collectibility or enforceability of Borrower's business the Credit Agreement or any of the other Loan Documents, the Obligations, the Liens securing any of the Obligations, or any of the terms or conditions of any Loan Document. E. Each of the Loan Documents constitutes the legal, valid and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end binding obligation of each fiscal year of BorrowerLoan Party signatory thereto, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared enforceable against it in accordance with generality accepted accounting its respective terms, except as the enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles to present fairly the results of Borrower's operations and cash flows and its financial position equity, whether in conformity with such principlesany action at law or proceeding in equity, and subject to be correct, complete and in accordance with Borrower's records. Promptly upon the request availability of the Bank from time remedy of specific performance or of any other equitable remedy or relief to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralenforce any right thereunder.

Representations, Warranties and Covenants. Borrower 16.1 CCC represents, warrants and covenants to covenants, as of the Bank that now Effective Date of this Airport Development Agreement (and until all Obligations are paid shall represent, warrant and covenant, mutatis mutandis, as may be applicable, in full as follows: The Loan proceeds shall be used only for the Construction Contract and throughout the term of the Construction Agreement), that:‌ (a) CCC is a business purpose and not for any personalCrown corporation duly organized, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and validly existing and in good standing under the laws of Canada. The business or activity that CCC is presently engaged in and which it proposes to undertake for the jurisdiction in purposes of this Airport Development Agreement is consistent with the purposes for which it was formedcreated; (b) CCC has all requisite power, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power capacity and authority to own each enter into, incur, execute, deliver and perform its obligations under this Airport Development Agreement. The execution, delivery and performance by CCC of the Airport Development Agreement and the transactions contemplated thereby have been duly and validly authorized by all necessary action of CCC. The Airport Development Agreement has been duly executed and delivered on behalf of CCC; (c) no authorization, approval or consent of, and no filing or registration with, any governmental or regulatory authority or agency of Canada under any Canadian Law is required on the part of CCC for the execution or delivery by CCC of, or for the performance and incurrence by CCC of any of its assets obligations and liabilities under, this Airport Development Agreement, except for the approval to use them as contemplated now or enter into any Transaction Documents to which CCC is a party will be required by the CCC Board of Directors, the Minister for International Trade and the concurrence of the Minister of Finance, in accordance with the future. The execution and delivery guidelines issued to CCC by the Cabinet of Canada entitled “1999 Risk Management Guidelines for Capital Projects”; (d) CCC has not within ten (10) years prior to the Bank Effective Date been or be convicted by a Court or tribunal of competent jurisdiction of a criminal offence concerning unethical business practices, including bid rigging, criminal fraud, money laundering, tax evasion, and corruption of foreign officials; and (e) CCC shall not, during the term of the Construction Agreement, be convicted by a Court or tribunal of competent jurisdiction of a criminal offence concerning unethical business practices, including bid rigging, criminal fraud, money laundering, tax evasion, and corruption of foreign officials. 16.2 CCC will deliver to Bermuda a certificate executed by Aecon Concessions wherein Aecon Concessions certifies that as of the Effective Date of this Note Airport Development Agreement:‌ (ia) are Aecon Concessions is a division of Aecon Construction, a corporation duly organized, validly existing and in furtherance good standing under the laws of Borrower's purposes Canada and within its has the requisite power and authority; (ii) do not violate (A) any law or judgment or order or court or capacity to perform its third party obligations under this Airport Development Agreement and all other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrowerinstruments and agreements required to be executed and delivered by Aecon Concessions pursuant to this Airport Development Agreement; (b) the third party obligations of Aecon Concessions contained in this Airport Development Agreement and all documents, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); instruments and (iii) agreements required to be executed and delivered by Aecon Concessions pursuant to this Airport Development Agreement have been duly authorized by all necessary corporatecorporate action of Aecon Concessions, partnership or limited liability company or partnership actions. Borrower conducts its business with the exception of the execution and operations delivery of the Transaction Documents and all other documents, instruments and agreements required to be executed and delivered by Aecon Concessions pursuant to the Transaction Documents, and the ownership completion of the transactions contemplated by the Transaction Documents, all of which shall be subject to due and valid authorization by all necessary corporate action of Aecon Concessions; (c) no authorization, approval or consent of, and no filing or registration with, any governmental or regulatory authority or agency of Canada under any Canadian Law is required on the part of Aecon Concessions concerning the performance and incurrence by Aecon Concessions of any of its assets obligations and liabilities set out in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvalsthis Airport Development Agreement; and, (d) Aecon Construction has not within ten (10) years prior to the Effective Date been convicted by a Court or tribunal of competent jurisdiction of a criminal offence concerning unethical business practices, including without limitationbid rigging, permits licensescriminal fraud, registrationsmoney laundering, tax evasion, and notices (corruption of foreign officials. 16.3 Bermuda represents, warrants and covenants as of the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance Effective Date of this Note Airport Development Agreement (and shall represent, warrant and covenant, mutatis mutandis, in the Project Agreement and throughout the term of the Core Project Documents), that:‌ (a) as provided in, and subject to, the Entrustment Letter, Bermuda has the power and capacity to enter into, incur, execute, deliver and perform its obligations under this Airport Development Agreement and all other documents, instruments and agreements required to be executed and delivered by Bermuda pursuant to this Airport Development Agreement; (b) the execution and delivery of this Airport Development Agreement and all documents, instruments and agreements required to be executed and delivered by Bermuda pursuant to this Airport Development Agreement, and the completion of the transactions contemplated by this Airport Development Agreement, have been duly obtained authorized by all necessary action on the part of Bermuda, and are in full force this Airport Development Agreement has been duly executed and effect without default delivered by Borrower. Until the Obligations are paid in fullBermuda and constitutes a legal, Borrower shall provide to the Bank upon requests in form valid and number binding obligation of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared Bermuda enforceable in accordance with generality accepted accounting principles to present fairly its terms; (c) at its sole risk and cost, Bermuda shall satisfy, comply with, undertake and perform all of the results of Borrower's operations and cash flows and its financial position requirements that are imposed on Bermuda in conformity with such principlesthe Entrustment Letter; and, (d) no other authorization, approval or consent of, and to be correctno filing or registration with, complete and in accordance with Borrower's records. Promptly upon the request Government of the Bank from time United Kingdom is required on the part of Bermuda for the execution or delivery by Bermuda of, or for the performance and incurrence by Bermuda of any of its obligations and liabilities under, this Airport Development Agreement or the Core Project Documents or to time. Borrowers shall supply all additional information requested and shall permit implement the Bank and its agents to (A) visit and inspect each of Borrower's premises and the CollateralProject as contemplated herein.

Representations, Warranties and Covenants. Borrower Seller hereby represents, warrants and covenants to the Bank that now and until all Obligations are paid in full with Buyer as follows: The Loan proceeds : (a) From and after the Effective Date hereof, Seller shall be used only not enter into any contracts, agreements, encumbrances, liens, or other documents or instruments for a business purpose and not for any personalor regarding the sale, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws transfer, disposition, assignment, conveyance, encumbrance, lien, pledge of the jurisdiction Property, or any part thereof or any interest therein, or which may result in which it was formedany lien or encumbrance with regard to the Property, or any part thereof, or an interest therein, without the prior written consent of Buyer. (iib) duty qualified and The person(s) executing this Agreement on behalf of Seller is fully authorized to do business in every jurisdiction in which failure so by Seller, and any and all actions required to make this Agreement and the performance thereof legally binding obligations of Seller, have been duly and legally taken. No further consent, authorization or approval of any person or entity is required for Seller to enter into or perform this transaction. (c) From and after the Effective Date hereof, Seller will not cause, permit, suffer, or allow any change, modification, or alteration to be so qualified might have made to the Property, or any part or portion thereof, or its physical condition without the prior written consent of Buyer. (d) To Seller's actual current knowledge, there are no leases relating to the Property, or any portion thereof. (e) To Seller's actual current knowledge, there are no actions, suits or proceedings of any kind or nature whatsoever, legal or equitable, to which Seller is a material adverse effect on its business party, affecting the Property, or assets and any portion thereof, or relating to or arising out of the ownership of the Property, in any court or before or by any federal, state, county or municipal department, commission, board, bureau, or agency or other governmental instrumentality. (iiif) has To Seller's actual current knowledge, the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance Agreement and the consummation of Borrower's purposes the transaction contemplated herein shall not and within its power and authority; (ii) do not violate (A) constitute a violation or breach by Seller of any law or judgment or order or court provision of any agreements or other governmental authority instrument to which Seller is a party or of any arbitrator or (B) Borrower's governing documents, constitute to which Seller may be subject although not a default under any agreement binding on Borrowerparty, or result in or constitute a lien on violation or breach of any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporatejudgment, partnership order, writ, injunction or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateraldecree issued against Seller.

Representations, Warranties and Covenants. The Borrower representsfurther agrees, warrants undertakes and covenants confirms to the Bank that now and until all Obligations USFB on a continuing basis that: (a) The Borrower is/are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing residents of India and in good standing under the laws of India and has the jurisdiction in which it was formedlegal right and full power and all authorisations to enter into the Facility Documents and the provide Security, and perform all transactions contemplated therein. (iib) duty qualified The Borrower have the full power, authority and authorized legal right to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or own his / her assets and carry on his / her business. (iiic) has No suit, litigation, proceeding, investigation, corporate action, creditor’s process etc. by an authority or any other person is ongoing or pending or threatened against the power and authority to own each of its assets and to use them as contemplated now Borrower or in respect of their assets. (d) The Borrower is not a defaulter/wilful defaulter or facing any proceedings for declaring as defaulter/wilful defaulter and if any lender initiates or threatens any action for declaring him/her as wilful defaulter USFB shall have right to take appropriate proceedings against him/her. (e) The “Know Your Customer” (“KYC”) requirements of USFB have been and shall be fulfilled and all other terms and conditions as may be prescribed by Reserve Bank of India (“RBI”) or by USFB from time to time have been and shall be complied with. (f) All information provided by the futureBorrower are true, accurate and complete and all projections provided by the Borrower have been prepared on the basis of latest information and on the basis of reasonable assumptions. (g) As and when required by USFB, the Borrower shall furnish full particulars of all the assets of the Borrower and the Security and shall allow USFB or any agent authorised by USFB to inspect such assets as provided as Security and of all records and will produce such evidence as USFB may require as to the cost and the value of such assets. The execution Borrower shall bear the cost and delivery charges or other remuneration payable to any such person, firm or company incidental to such valuation, and USFB shall be at the liberty to debit the amount thereof from the Borrower’s account. (h) Except to the extent disclosed to Bank in writing he/she is not a Director or relative of this Note a Director or Senior Official of USFB or any other bank and no Director or Employee of USFB or any other bank or their relative have any substantial interest in the activities carried out by him/her. (i) are He/ she shall not, during subsistence of the Facility, induct or appoint in furtherance his/her business any person who is a Director or Employee of Borrower's purposes and within its power and authority; USFB or their relative. (iij) do He/ she is not violate (A) served with any law notice for breach or judgment or order or court or other governmental authority or infringement of any arbitrator law. Except to the extent disclosed to USFB, no civil or criminal (Bincluding, but not limited to, any insolvency or bankruptcy) Borrower's governing documentsproceedings is/are initiated or pending or threatened against the Borrower or his/her assets, constitute a including in relation to the Security. (k) Rents, taxes, payments in respect of the Security shall be paid promptly. (l) He/ she shall abide by all terms and conditions as specified in Facility Documents including without limitation general and special covenants mentioned herein. (m) The events of default as mentioned hereto (if any) shall be treated as an event of default under the Facility in addition to the events of defaults mentioned in other Facility Documents. (n) The conditions precedent as mentioned hereto (if any) shall be conditions precedent to the Facility in addition to the conditions precedent (if any) as mentioned in the Facility Documents. (o) He/ she shall adhere to and comply with all the additional conditions as mentioned hereto (if any) in addition to the terms and conditions contained in the Facility Documents. (p) In case any agreement binding on Borrowerof the activities carried out by the Borrower is barred under the environmental law either through an amendment or legislation, the Borrower shall notify the same to USFB immediately and stop the activity forthwith. (q) He/ she shall comply with the provisions of Child Labour (Prohibition and Regulation) Act, 1986 and all its subsequent amendments. (r) He/ she shall conform to the guidelines of International Finance Corporation, or result such other financial institution that offers investment/advisory/asset-management services to encourage private-sector development in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralless developed countries.

Representations, Warranties and Covenants. Borrower SECTION 13.1 Seller hereby represents, warrants and covenants to the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for : (a) Seller is a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) limited liability company duly organized and validly existing and in good standing under the laws of the jurisdiction in which it was formed, State of Delaware. (iib) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) Seller has the all requisite power and authority to own each of its assets carry on the business to be conducted by it under this Agreement and to use them as contemplated now or in the future. enter into and perform its obligations under this Agreement. (c) The execution and delivery to the Bank of this Note (i) are in furtherance Agreement and the performance of BorrowerSeller's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) obligations hereunder have been duly authorized by all necessary corporate, partnership action on the part of Seller and do not and will not conflict with or result in a breach of Seller's certificate of formation or limited liability company agreement or partnership actions. Borrower conducts its business and operations and the ownership any indenture, mortgage, other agreement or instrument or any statute or rule, regulation, order, judgment or decree of any judicial or administrative body to which Seller is a party or by which Seller or any of its assets properties is bound or subject. (d) This Agreement is the valid and binding obligation of Seller, enforceable with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect that affect creditors' rights generally or by general principles of equity. (e) Seller is in compliance with each the material provisions of all laws which are applicable statuteto it or its operations, regulation and other law, non-compliance with which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement including, without limitation, environmental laws. All approvalsEnvironmental Laws. (f) There are no enforcement, clean-up, removal, mitigation or other governmental or regulatory actions, claims or proceedings, including but not limited to any proceedings relating to damage, contribution, cost recovery, compensation, loss or injury, pending or to Seller's knowledge threatened, under any Environmental Law affecting the Facility or the Site, which would reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement. SECTION 13.2 Xxxxxxxx hereby represents, warrants and covenants as follows: (a) Xxxxxxxx is a corporation duly organized and validly existing under the laws of the State of Delaware; (b) Xxxxxxxx has all requisite power and authority to carry on the business to be conducted by it under this Agreement and to enter into and perform its obligations under this Agreement; (c) The execution and delivery of this Agreement and the performance of Xxxxxxxx' obligations hereunder have been duly authorized by all necessary action on the part of Xxxxxxxx and do not and will not conflict with or result in a breach of Xxxxxxxx' charter documents or by-laws or any indenture, mortgage, other agreement or instrument of any statute or rule, regulation, order, judgment or decree of any judicial or administrative body to which Xxxxxxxx is a party or by which Xxxxxxxx or any of its Affiliates is bound or subject; and (d) This Agreement is the valid and binding obligation of Xxxxxxxx, enforceable with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect that affect creditors' rights generally or by general principles of equity. (e) Xxxxxxxx is in compliance with the material provisions of all laws which are applicable to it or its operations, non-compliance with which could reasonably be expected to have a material adverse effect on the ability of Xxxxxxxx to perform its obligations under this Agreement including, without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the CollateralEnvironmental Laws.

Representations, Warranties and Covenants. Borrower Except as disclosed in that certain Phase I Environmental Site Assessment Update dated February 18, 2003 prepared by URS Corporation (a copy of which has been provided to Beneficiary by Grantor), Grantor represents, warrants warrants, covenants and covenants agrees as follows: (a) To Grantor’s knowledge, neither Grantor nor the Property or any occupant thereof is in material violation of or subject to any existing, pending or threatened investigation or inquiry by any governmental authority pertaining to any Environmental Law. Grantor shall not cause or permit the Property to be in violation in any material respect of, or do anything which would subject the Property to any remedial obligations under, any Environmental Law, and shall promptly notify Beneficiary in writing of any existing, pending or threatened investigation or inquiry of which Grantor has knowledge by any governmental authority in connection with any Environmental Law. In addition, Grantor shall provide Beneficiary with copies of any and all material written communications with any governmental authority in connection with any violation of any Environmental Law, concurrently with Grantor’s giving or promptly after Grantor’s receiving of same. (b) To Grantor’s knowledge, no material release, spill, discharge, leak, disposal or emission (individually a “Release” and collectively, “Releases”) of a Hazardous Material (as defined in the Credit Agreement), including gasoline, petroleum products, explosives, toxic substances, solid wastes and radioactive materials in any material amount (collectively, “Hazardous Substances”) has occurred, nor are there any visible signs of, any Release(s) at, upon, under or within the Property. During the term of this Deed of Trust, to the Bank that now extent required by any Environmental Laws, Grantor shall remove or remediate any Release at the Property promptly upon discovery at its sole cost and until all Obligations are paid in full as follows: The Loan proceeds shall expense. (c) To Grantor’s knowledge, the Property has never been used by the previous owners and/or operators nor has it or will it be used only by Grantor during the term of this Deed of Trust to refine, produce, store, handle, transfer, process, transport, generate, manufacture, heat, treat, recycle or dispose of Hazardous Substances, except for a such quantities as are handled in accordance with applicable manufacturers’ instructions and Environmental Laws and in proper storage containers as are necessary for the operation of the commercial business purpose and not for any personal, family of Grantor or household purpose. Borrower is an entity or a sole proprietor its tenants (“Permitted Substances”). (d) The Property: (i) duly organized is being and existing has been operated by Grantor in compliance in all material respects with all Environmental Laws, and all permits required thereunder have been obtained and complied with in good standing under the laws of the jurisdiction in which it was formed, all material respects; and (ii) duty qualified does not have any Hazardous Substances present excepting Permitted Substances. (e) Grantor will, and authorized to do business will cause its tenants to, operate the Property in every jurisdiction in which failure material compliance with all Environmental Laws and, other than Permitted Substances, will not place or permit to be so qualified might have a material adverse effect placed any Hazardous Substances on its business or assets and the Property. (iiif) has During Grantor’s period of ownership of the power and authority to own each of its assets Real Estate, and to use them Grantor’s knowledge prior thereto, no lien has been attached to or threatened to be imposed upon the Property, and, to Grantor’s knowledge, there is no basis for the imposition of any such lien based on any governmental action under Environmental Laws. In the event that any environmental lien is filed against the Property, Grantor shall, within thirty (30) days from the date that Grantor is given notice of such lien (or within such shorter period of time as contemplated now or is appropriate in the future. The execution and delivery event that steps have commenced to have the Bank of this Note Property sold), either: (i) are in furtherance of Borrower's purposes pay the claim and within its power and authorityremove the lien from the Property; or (ii) do not violate (A) any law or judgment or order or court furnish a cash deposit, bond or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests reasonably satisfactory in form and number substance to Beneficiary in an amount sufficient to discharge the claim out of copies and by accountants satisfactory to which the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collaterallien arises.

Representations, Warranties and Covenants. Borrower As a material inducement to Lessor entering into this Agreement with Lessee, Lessee represents, warrants warrants, and covenants to the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for : (1) If Lessee is a business purpose and not for any personalcorporation, family or household purpose. Borrower is an entity or a sole proprietor (i) limited liability company, Lessee is duly organized and validly existing and is in good standing under the laws of the jurisdiction in which it was formedstate of its incorporation, (ii) duty and is duly qualified and authorized licensed to do business as a foreign corporation and is in every jurisdiction good standing in which failure those jurisdictions where such qualifications are necessary to be so qualified might have a material adverse effect authorize Lessee to carry on its present business or assets and (iii) has the power operations, and authority to own each its properties or to perform its obligations thereunder; (2) If Lessee is a partnership, Lessee is duly organized and validly existing under the partnership laws of its assets state of domicile and is duly authorized in any foreign jurisdiction where such qualification is necessary to authorize Lessee to carry on its present business and operations and to use them own its properties and to perform its obligations thereunder; (3) Lessee has full power, authority, and legal right to execute, deliver, and carry out as contemplated now or in Lessee the future. The execution terms and delivery to the Bank provisions of this Note (i) are Agreement, and any other necessary documents in furtherance of Borrower's purposes and within its power and authorityconnection with this transaction; (ii4) do not violate (A) any law or judgment or order or court or If Lessee is a corporation, Lessee's execution, delivery, and performance of this Agreement and the other governmental authority or documents and agreements referred to herein, and the performance of any arbitrator or (B) Borrower's governing documents, constitute a default its obligations under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) this Agreement have all been duly authorized by all necessary corporatecorporate action, partnership do not require the approval or limited liability company consent of stockholders, or partnership actions. Borrower conducts its business of any trustee or holders of any indebtedness or obligation of Lessee and operations and the ownership of its assets in compliance with each applicable statutewill not violate any law, governmental rule, regulation and or order binding upon Lessee or any provision of any indenture, mortgage, contract, or other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrationsagreement to which Lessee is a party or by which it is bound or to which it is subject, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request will not violate any provision of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each Certificate or Articles of Borrower's premises and the Collateral.Incorporation, Bylaws, or any preferred stock agreement of Lessee;

Representations, Warranties and Covenants. 5.1 The Borrower represents, represents and warrants and covenants to the Bank that now and until all Obligations are paid in full Lender as follows: The (a) the proceeds of the Loan proceeds shall will be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor solely to (i) purchase equity and equity-linked securities of Issuer, and (ii) pay related expenses and as otherwise expressly approved by the Lender; and (b) the Borrower (i) is duly organized and or formed, validly existing and in good standing under the laws of the jurisdiction in which it was formedof its organization, (ii) duty has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (A) own or lease its assets and carry on its business and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (iii) is duly qualified and authorized to do is licensed and, as applicable, in good standing under the laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business in every jurisdiction in which requires such qualification or license, except where the failure to so qualify or be so qualified might have licensed would not result in a material adverse effect on its business or assets the Borrower. 5.2 The Borrower agrees with the Lender and (iii) has warrants that, from and after the power date hereof and authority to own each until all of its assets and to use them as contemplated now or in the future. The execution and delivery Obligations of the Borrower to the Bank of this Note Lender have been paid in full, except as otherwise expressly consented to, in each instance, by the Lender in writing, the Borrower shall: (a) (i) are preserve, renew and maintain in furtherance full force and effect its legal existence and good standing under the laws of Borrower's purposes the jurisdiction of its organization; and within its power and authority; (ii) do not violate (A) any law take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result desirable in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership normal conduct of its assets in compliance with each applicable statutebusiness; (b) if requested by the Lender, regulation and other law, including, without limitation, environmental laws. All approvalskeep all property of the Borrower, including without limitation, permits licensesall Collateral securing the Obligations of the Borrower to the Lender, registrationsinsured against risks of loss or damage by fire (including so-called extended coverage), theft and such other casualties as is customary in the industry of the Borrower; (c) pay and discharge as the same shall become due and payable, all of the Borrower’s obligations and liabilities, including all lawful claims which, if unpaid, would by law become a lien upon its property, and notices all indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such indebtedness; and (the "Approvals"d) necessary on or prior to the conduct of Borrower's business and for Borrower's due issuance date that is 45 days after the date of this Note Agreement, deliver to the Lender such fully-executed and effective documents, agreements and instruments, as reasonably requested by and in form and substance reasonably satisfactory to the Lender, to fully perfect the security interest in the Collateral granted to the Lender pursuant hereto to secure payment of all the Obligations of the Borrower, and such other certificates, documents, instruments or agreements as the Lender may reasonably require in connection with any of the foregoing. 5.3 The Borrower agrees with the Lender and warrants that, from and after the date hereof and until all of the Obligations of the Borrower to the Lender have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, except as otherwise expressly consented to, in each instance, by the Lender in writing, the Borrower shall provide not: (a) make any dividends or distributions in respect of the equity interests in the Borrower; (b) other than any indebtedness incurred under the Other Lender Loan Agreements, incur any indebtedness that is pari passu or senior to the Bank upon requests indebtedness evidenced by or incurred under this Agreement or (c) dispose of any Securities unless the net proceeds thereof are used to repay the Loan in form accordance with Section 2 hereof. 5.4 The Borrower agrees with the Lender and number warrants that, from and after the date hereof and until all of copies and by accountants satisfactory the Obligations of the Borrower to the BankLender have been paid in full, except as otherwise expressly consented to, in each instance, by the Lender in writing, the Borrower’s business shall consist solely of holding, voting, selling and taking other actions with respect to the securities of the Issuer, and will not incur expenses other than audit, legal, accounting and other expenses the Borrower’s Manager deems necessary in connection with holding, voting, selling and taking other actions with respect to the securities of the Issuer. 5.5 The Borrower covenants and agrees that it shall not permit the fair market value of the Collateral to be less than $7,000,000 at any time, based on the volume weighted public trading price of Collateral over the previous 10 trading days, as reasonably calculated by the Lender. 5.6 Borrower shall, within 90 thirty (30) days after the end of each fiscal year quarter of Borrower, statements cause to be furnished to the Lender (a) a statement of income assets and cash flows liabilities of Borrower and (b) calculations setting forth the compliance with the financial position and balance sheet covenants set forth in subsection 5.5 hereof, in each case in respect of the most recently completed fiscal quarter, which shall be certified to the Lender by the Managers of Borrower as to the fiscal year end, each in reasonable detail being true and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested correct and shall permit contain a statement that no Event of Default then exists, or, if an Event of Default then exists, a description of such Event of Default. 5.7 Within thirty (30) Business Days after the Bank date of this Agreement, Borrower shall deliver to Lender (a) 166,167 freely tradable warrants of Issuer with a strike price of $11.50 a share and its agents (b) any certificates representing the Securities, accompanied by stock powers in form and substance acceptable to (A) visit and inspect each of Borrower's premises and the CollateralLender duly executed in blank.

Representations, Warranties and Covenants. (a) The Borrower representsand each other Loan Party hereby represents and warrants that this Agreement and the Credit Agreement as amended hereby (collectively, the “Amendment Documents”) constitute legal, valid and binding obligations of the Borrower and the other Loan Parties enforceable against the Borrower and the other Loan Parties in accordance with their terms. (b) The Borrower and each other Loan Party hereby represents and warrants and covenants to the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized its execution, delivery and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank performance of this Note (i) are in furtherance of Borrower's purposes Agreement and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) Credit Agreement have been duly authorized by all necessary corporate, partnership proper corporate or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership action, do not violate any provision of its assets in compliance with each applicable statuteorganizational documents, regulation and other will not violate any law, includingregulation, without limitationcourt order or writ applicable to it, environmental laws. All approvalsand will not require the approval or consent of any governmental agency, or of any other third party under the terms of any contract or agreement to which it or any of its Affiliates is bound (which has not been previously obtained), including without limitation, permits licensesthe Note Indenture and the Bonding Agreement and (ii) after giving effect to the amendments contemplated by Section 1 of this Agreement, registrationsall Obligations will constitute, and notices if the full amount of the Revolving Commitment were utilized by the Borrower all Obligations arising with respect thereto would constitute, “Permitted Debt” under and as defined in Section 4.09 of the Note Indenture. (the "Approvals"c) necessary The Borrower and each other Loan Party hereby represents and warrants that, both before and after giving effect to the conduct of Borrower's business and for Borrower's due issuance provisions of this Note Agreement, (i) no Default or Event of Default has occurred and is continuing or will have been duly obtained occurred and are be continuing and (ii) all of the representations and warranties of the Borrower and each other Loan Party contained in full force the Credit Agreement and effect without default by Borrower. Until the Obligations are paid in fulleach other Loan Document (other than representations and warranties which, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results their express terms, are made only as of Borrower's operations and cash flows and its financial position in conformity with such principlesan earlier specified date) are, and will be, true and correct as of the date of its execution and delivery hereof or thereof in all material respects as though made on and as of such date. (d) The Borrower hereby agrees to be correctpay the Amendment Fee to the Administrative Agent for the benefit of the Consenting Lenders, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested Borrower’s execution and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateraldelivery hereof.

Representations, Warranties and Covenants. Borrower represents3.1 As agent for each Underlying Customer and on its own behalf, warrants the Client represent and covenants warrant to the Bank that now and until all Obligations are paid in full BCS as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction in which it was formeddate of the Terms of this Section come into effect and as of the date of each Transaction, that: (iia) duty qualified the Client and authorized its Underlying Customer each have all necessary authority, powers, consents, licenses and authorizations and have taken all necessary action to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets enable the Client lawfully enter into and (iii) has perform the power Terms of this Section, the Terms of Business and authority to own each of its assets Transaction and to use them as contemplated now or grant the security interests and powers referred to in the future. The execution and delivery to the Bank Terms of this Note Section and the Terms of Business; (ib) are in furtherance the person(s) entering into the Terms of Borrower's purposes this Section and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default each Transaction under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) it have been duly authorized by all necessary corporateto do so; (c) the Terms of this Section, partnership or limited liability company or partnership actions. Borrower conducts its business the Terms of Business and operations each Transaction and the ownership obligations created under each of them are binding upon, and are enforceable against, the Client and its assets Underlying Customer in compliance accordance with each their terms and do not and will not violate the terms of any regulation, order, charge or agreement by which the Client or its Underlying Customer is bound; (d) the Client and its Underlying Customer (individually and collectively) are permitted under its constitution and any applicable statute, law or regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrationsare financially able to sustain any loss which may result from Transactions, and notices that entering into Transactions is a suitable investment vehicle for the Underlying Customer; (e) the "Approvals"relevant Underlying Customer owns, with full title guarantee, all investments, collateral deposited with, transferred to BCS or charged in BCS favor, by the Client acting as agent for the Underlying Customer and such investments, collateral are free from any prior mortgage, charge, lien or other encumbrance whatsoever and neither the Client acting as agent for the relevant Underlying Customer, nor the Underlying Customer itself, will further pledge or charge such investments, collateral or grant any lien over them while it is pledged or charged to BCS except with BCS prior written consent; and (f) any information which the Client provides or has provided to BCS in respect of the Client or its Underlying Customer is accurate and not misleading in any material respect. 3.2 The Client, as agent for each Underlying Customer and on its own behalf, covenants to BCS that the Client will: (a) ensure at all times that the Client and its Underlying Customer obtain and comply with the terms of and do all that is necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are maintain in full force and effect without default by Borrower. Until all authority, powers, consents, licenses and authorizations referred to above; (b) execute as agent for an Underlying Customer where the Obligations Client is duly authorized to do so; (c) immediately notify BCS if the Client ceases to act for any Underlying Customer or if the basis upon which the Client acts on behalf of an Underlying Customer alters to an extent which would affect the Terms of Business or any Transaction made thereunder; and immediately notify BCS in writing if at any time any of the warranties, representations or undertakings in this Section are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and become or are found to be correct, complete and incorrect or misleading in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralany respect.

Representations, Warranties and Covenants. Borrower (a) Client hereby represents, warrants and covenants to the Bank that now Bank, which representations, warranties and until all Obligations are paid in full as follows: The Loan proceeds covenants shall be used only for deemed to be continuing and to be reaffirmed on any day that a business purpose and not for any personalLoan is outstanding, family or household purpose. Borrower is an entity or a sole proprietor that: (i) duly organized This Agreement is, and existing each Loan will be, legally and validly entered into, does not, and will not, violate any statute, regulation, rule, order or judgment binding on any Lender, or any provision of any Lender’s plan or governing documents, or any agreement binding on any Lender or affecting its property, and is enforceable against each Lender in good standing under the laws of the jurisdiction in which it was formedaccordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws, or by equitable principles relating to or limiting creditors’ rights generally; (ii) duty qualified The person executing this Agreement and all Authorized Persons acting on behalf of Client has and have been duly and properly authorized to do business in every jurisdiction in which failure so and the Client has been duly and properly authorized to be so qualified might have a material adverse effect act on its business behalf of or assets and with respect to the Lenders; (iii) has the power Each Lender is lending Securities as principal for its own account and authority to own each of will not transfer, assign or encumber its assets and to use them as contemplated now interest in, or rights with respect to, any Loans; (iv) All Securities in the futureAccount are free and clear of all liens, claims, security interests and encumbrances and no such Security has been sold. The execution Client shall promptly deliver to Bank Written Instructions identifying any and delivery all Securities which are no longer subject to the Bank of representations, warranties and covenants contained in this Note sub-paragraph (d); (v) On the commencement date for any Loan, Lender represents and warrants that: (i) are in furtherance Lender is familiar with the provisions of Borrower's purposes and within its power and authorityRule 144 under the Securities Act of 1933 (the “Securities Act”); (ii) do Lender is not, and within the preceding three months has not violate (A) any law or judgment or order or court or other governmental authority or been, an “affiliate” of the issuer of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result Securities as that term is used in a lien on any assets of Borrower (other than the security interest granted hereunder)Rule 144; and (iii) have been duly authorized any Securities transferred to Bank by Lender are not “restricted securities” within the meaning of Rule 144 or otherwise subject to any legal, regulatory or contractual restrictions on transfer; and (iv) Lender is not an “insider” of issuer. For purposes of this agreement “insider” shall mean directors, officers and principal stockholders as set forth in Section 16(a)(1) under the Securities Exchange Act of 1934, as amended; and (vi) If at any time Lender becomes aware of, or believes that, there are Securities in the Program which Bank should not lend on such Lender’s behalf, Lender agrees to promptly notify Bank and identify such Securities. (b) Bank hereby represents, warrants, and covenants to Client and Lender, which representations, warranties, and covenants shall be deemed to be continuing and to be reaffirmed on any day that a Loan is outstanding, that: (i) This Agreement is legally and validly entered into, does not and will not violate any statute, regulation, rule order or judgment binding on Bank, and Bank has taken all necessary corporateaction to authorize execution, partnership delivery, and performance of this Agreement, including obtaining all required authorizations of any governmental or limited liability company or partnership actions. Borrower conducts its business and operations regulatory body and the ownership execution, delivery and performance by Bank of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrationsthis Agreement does not, and notices will not, violate any law applicable to Bank; and (the "Approvals"ii) necessary to the conduct This Agreement constitutes a legal, valid and binding obligation of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared enforceable against Bank in accordance with generality accepted accounting its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws, or by equitable principles relating to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralor limiting creditors’ rights generally.

Representations, Warranties and Covenants. Borrower represents1. AuEx represents and warrants to LSV that: (a) The TSP is accurately described in Exhibit “A-1” and “A-2 attached hereto, warrants AuEx is the lessee thereof and covenants is in exclusive possession thereof; and the Property is free and clear of all liens, claims, and encumbrances, (b) As to each of the Claims, subject to the Bank that now and until all Obligations are paid in full as followsparamount tile of the United States of America: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) the Claims were properly located and monumented, free and clear of any conflicting claims of which AuEx is aware, (ii) location notices and certificates and required maps were properly posted, recorded and filed for each of the Claims; (iii) all filings and recordings required to maintain the Claims in good standing through the Effective Date of this Agreement, including evidence of timely payment of required claim maintenance fees, have been timely and properly made in the appropriate governmental offices; and (iv) all required annual claim maintenance fees, BLM fees and other payments necessary to maintain the Claims through the assessment year ending September 1, 2010, have been timely and properly made. (c) All operations and activities conducted by or on behalf of AuEx on the Claims have been conducted in compliance with applicable federal, state and local laws, rules and regulations, including without limitation Environmental Laws. (d) AuEx is duly organized and incorporated, validly existing and in good standing under the laws of the jurisdiction in which it was formedState of Nevada, (ii) duty and is qualified and authorized to do business and in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) good standing under the laws of the State of Nevada. AuEx has the requisite corporate power and authority capacity to own each carry on business as presently conducted, to enter into this Agreement, and to perform all of its assets and to use them as contemplated now obligations hereunder. (e) There are no outstanding agreements, leases or options (whether oral or written) which contemplate the acquisition of the Claims or any interest therein by any other person or entity. (f) AuEx is the sole lessee of a 100% interest in the future. TSP. (g) The execution and delivery to the Bank entering into of this Note (i) are in furtherance Agreement and the performance by AuEx of Borrower's purposes and within its power and authority; (ii) do obligations hereunder will not violate (A) or conflict with any applicable law or judgment any order, decree or order or notice of any court or other governmental authority or of any arbitrator or (B) Borrower's governing documentsagency, constitute a default under any agreement binding on Borrowernor conflict with, or result in a lien breach of; or accelerate the performance required by any contract or other commitment to which AuEx is a party or by which it is bound. (h) All requisite corporate action on any assets the part of Borrower (AuEx, and on the part of its officers, directors, and shareholders, necessary for the execution, delivery, and performance by it of this Agreement and all other than the security interest granted hereunder); and (iii) agreements contemplated hereby, have been duly authorized taken. This Agreement and all agreements and instruments contemplated hereby are, and when executed and delivered by all necessary corporateit (assuming valid execution and delivery by the other party), partnership will be, legal, valid, and binding obligations of it enforceable against it in accordance with their respective terms. Notwithstanding the foregoing, no representation is made as to the availability of equitable remedies for the enforcement of this Agreement or any other agreement contemplated hereby. Additionally, this representation is limited liability company or partnership actions. Borrower conducts its business by applicable bankruptcy, insolvency, moratorium, and operations other similar laws affecting generally the rights and remedies of creditors and secured parties. (i) To the ownership best of its assets knowledge, information and belief; there are no adverse environmental conditions at the Property that could result in compliance a violation of or liability under any federal, state or local laws, rules or regulations concerning protection of the environment or human health and safety (“Environmental Laws”). In conducting activities on the Property, AuEx has complied with each all applicable statute, regulation Environmental Laws as they relate to the Property and other law, including, without limitation, environmental lawsthere have been no breaches of or liabilities caused or permitted to arise by AuEx under any Environmental Laws. All approvalsAuEx has not received notification from any person, including without limitation, any govermnental authority, of any potential breach or alleged breach of any applicable Enviromnental Laws relating to the Property or of any inspection or possible inspection or investigation by any governmental authority under any applicable Environmental Laws relating to the Property. AuEx has not received any notification of and has no knowledge of the presence of any contaminants (including hazardous substances or materials, dangerous goods, chemicals or toxic wastes) in the soil or water in, on or under the Property and AuEx has not been the subject of any claims or incurred any expenses in respect of the presence of any contaminants in the soil or water in, on or under the Property. (j) To the best of knowledge of AuEx, there is no circumstance that would prevent any and all governmental licenses and permits licensesrequired to carry out exploration, registrationsdevelopment, mining, processing and reclamation operations on the Property from being obtained, as and when necessary. (k) AuEx has obtained all consents required under any agreements to which it is a party and all required consents and approvals from governmental agencies and any stock exchange, as necessary for it to execute, deliver and perform its obligations under this Agreement. (l) There are no actions, suits or proceedings pending or, to the knowledge of AuEx, threatened against or affecting the Property, including any actions, suits, or proceedings being prosecuted by any federal, state or local department, commission, board, bureau, agency, or instrumentality. To the knowledge of AuEx, it is not subject to any order, writ, injunction, judgment or decree of any court or any federal, state or local department, commission, board, bureau, agency, or instrumentality which relates to the Property. (m) AuEx will assist LBSV in making applications for required exploration permits or other required approvals from regulatory authorities required in order to conduct exploration on the Property. 2. LBSV represents and warrants to AuEx that: (a) LBSV is duly incorporated under the laws of Nevada and is in good standing. LBSV has the requisite corporate power and capacity to carry on business as presently conducted, to enter into this Agreement, and notices to perform all of its obligations hereunder. (the "Approvals"b) necessary to the conduct of Borrower's business and for Borrower's due issuance The entering into of this Note Agreement and the performance by LBSV of its obligations hereunder will not violate or conflict with any applicable law or any order, decree or notice of any court or other governmental agency, nor conflict with, or result in a breach of, or accelerate the performance required by any contract or other commitment to which LBSV is a party or by which it is bound. (c) All requisite corporate action on the part of LBSV, and on the part of its officers, directors and shareholders, necessary for the execution, delivery and performance by it of this Agreement and all other agreements contemplated hereby, have been duly obtained taken. This Agreement and are all agreements and instruments contemplated hereby are, and when executed and delivered by it (assuming valid execution and delivery by the other party), will be legal, valid and binding obligations of its enforceable against it in full force and effect without default by Borroweraccordance with their respective terms. Until Notwithstanding the Obligations are paid in fullforegoing, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower no representation is made as to the fiscal year endavailability of equitable remedies for the enforcement of this Agreement. Additionally, each in reasonable detail and certified this representation is limited by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principlesapplicable bankruptcy, insolvency, moratorium, and other similar laws affecting generally the rights and remedies of creditors and secured parties. (d) LBSV has obtained all consents required under any agreement to which it is a party and all required consents and approvals from governmental agencies and any stock exchange, as necessary for it to execute, deliver and perform its obligations under this Agreement. (e) In the event that LBSV requests that AuEx assist in specified exploration and development activities to be correct, complete and in accordance with Borrower's records. Promptly upon conducted on or for the request benefit of the Bank from time to time. Borrowers Property, the provisions contained in Exhibit C shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralapply.

Representations, Warranties and Covenants. Borrower Client hereby represents, warrants and covenants to the Bank that now Bank, which representations, warranties and until all Obligations are paid in full as follows: The Loan proceeds covenants shall be used only deemed to be continuing and to be reaffirmed on any day that a Loan is outstanding, that: (a) This Agreement is, and each Loan will be, legally and validly entered into, does not, and will not, violate any statute, regulation, rule, order or judgment binding on Lender, or any provision of any Lender’s plan or governing documents, or any agreement binding on any Lender or affecting its property, and is enforceable against each Lender in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws, or by equitable principles relating to or limiting creditors’ rights generally; (b) The person executing this Agreement and all Authorized Persons acting on behalf of Client has and have been duly and properly authorized to do so and the Client has been duly and properly authorized to act on behalf of or with respect to the Lenders; (c) Each Lender is lending Securities as principal for a business purpose its own account and will not transfer, assign or encumber its interest in, or rights with respect to, any Loans; (d) All Securities in the Account are free and clear of all liens, claims, security interests and encumbrances and no such Security has been sold. Client shall promptly deliver to Bank Written Instructions identifying any and all Securities which are no longer subject to the representations, warranties and covenants contained in this sub-paragraph (d); (e) on the commencement date for any personalLoan, family or household purpose. Borrower is an entity or a sole proprietor Lender represents and warrants that: (i) duly organized and existing and in good standing Lender is familiar with the provisions of Rule 144 under the laws Securities Act of 1933 (the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority“Securities Act”); (ii) do Lender is not, and within the preceding three months has not violate (A) any law or judgment or order or court or other governmental authority or been, an “affiliate” of the issuer of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result Securities as that term is used in a lien on any assets of Borrower (other than the security interest granted hereunder)Rule 144; and (iii) have been duly authorized any Securities transferred to Bank by all necessary corporateLender are not “restricted securities” within the meaning of Rule 144 or otherwise subject to any legal, partnership regulatory or limited liability company or partnership actionscontractual restrictions on transfer; and (iv) Lender is not an “insider” of issuer. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance For purposes of this Note have been duly obtained agreement “insider” shall mean directors, officers and principal stockholders as set forth in Section 16(a)(1) under the Securities Exchange Act of 1934, as amended; (f) Client agrees to identify for Bank those persons who exercise investment discretion or render investment advice with respect to securities of Lender which are available for the Program who (or whose affiliates) are Borrowers under the Program and Bank shall refrain from lending the securities of Lender to any Borrower so identified; and (g) If at any time Lxxxxx becomes aware of, or believes that, there are Securities in full force and effect without default by Borrower. Until the Obligations are paid in fullProgram which Bank should not lend on such Lxxxxx’s behalf, Borrower shall provide Lxxxxx agrees to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the promptly notify Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralidentify such Securities.

Representations, Warranties and Covenants. Borrower 12.1 Seller’s Representations, Warranties and Covenants Seller represents, warrants and covenants to the Bank Buyer that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower of the date of execution of this Agreement: (a) Seller is an entity or a sole proprietor (i) duly organized and validly existing and in good standing as a Limited Liability Corporation under the laws of the jurisdiction in which it was formedState of California, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the lawful power to engage in the business it presently conducts and contemplates conducting in this Agreement and Seller is duly qualified in each jurisdiction wherein the nature of the business transacted by it makes such qualification necessary; (b) Seller has the legal power and authority to own each of its assets make and carry out this Agreement and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within perform its power and authorityobligations hereunder; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) all such actions have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts proceedings on its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices part; (the "Approvals"c) necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have This Agreement has been duly obtained and are in full force validly executed and effect without default delivered by Borrower. Until Seller and, as of the Obligations are paid in fullEffective Date, Borrower shall provide to the Bank upon requests in form constitutes a legal, valid and number binding obligation of copies and by accountants satisfactory to the BankSeller, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared enforceable in accordance with generality accepted accounting its terms against Seller, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally or by general principles of equity; (d) There are no actions, suits, proceedings or investigations pending or, to present fairly the results knowledge of Borrower's operations Seller, threatened in writing against Seller, at law or in equity before any Governmental Authority, which individually or in the aggregate are reasonably likely to have a materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Seller, or to result in any impairment of Seller’s ability to perform its obligations under this Agreement; (e) Seller will deliver to Buyer at the Delivery Point the Adjusted Delivered Energy free and cash flows clear of all liens, security interests, claims and encumbrances or any interest therein, or thereto, by any Person. (f) Prior to conveyance to Buyer, Seller holds and will hold throughout the Term, the rights to all Environmental Attributes, which it has conveyed and has committed to convey to Buyer hereunder; and (g) The execution, delivery and performance of this Agreement by Seller will not conflict with its financial position in conformity with such principlesgoverning documents, and any applicable laws, or any covenant, agreement, understanding, decree or order to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralwhich Seller is a party or by which it is bound or affected.

Representations, Warranties and Covenants. The Borrower representshereby represents and warrants to, warrants and covenants to and agrees with, the Bank that now Administrative Agent and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. Lenders that: A. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes Amendment and within its power and authority; (ii) do not violate (A) the Loan Documents to which any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute Loan Party is a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) party have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business requisite action on the part of such Loan Party. B. The representations and operations warranties of the Loan Parties contained in the Credit Agreement and the ownership other Loan Documents are true and correct in all material respects on and as of its assets the date of this Amendment as though made at and as of such date, except to the extent (a) such representations and warranties are made with reference to an earlier date, in compliance which case each such representation and warranty shall be true and correct in all material respects as of such date only and (b) inaccuracies resulting from transactions prior to the date hereof which were expressly permitted under the Loan Documents, as applicable. C. Both before and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. D. As of the Amendment Closing Date, no Loan Party has any grounds, and hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim arising under or with respect to), in any case based upon acts or omissions of the Administrative Agent or any Lender, the effectiveness, genuineness, validity, collectibility or enforceability of the Credit Agreement or any of the other Loan Documents, the Obligations, the Liens securing any of the Obligations, or any of the terms or conditions of any Loan Document. No Loan Party possesses (and hereby forever waives, remises, releases, discharges and holds harmless each applicable statuteLender, regulation the Administrative Agent, and their respective affiliates, stockholders, directors, officers, employees, attorneys, agents and representatives and each of their respective heirs, executors, administrators, successors and assigns (collectively, the “Indemnified Parties”) from and against, and agrees not to allege or pursue) any action, cause of action, suit, debt, claim, counterclaim, cross-claim, demand, defense, offset, opposition, demand and other right of action whatsoever, whether in law, equity or otherwise (which it, all those claiming by, through or under it, or its successors or assigns, have or may have) against the Indemnified Parties, or any of them, by reason of, any matter, cause or thing whatsoever, with respect to events or omissions occurring or arising on or prior to the date hereof and relating to the Credit Agreement or any of the other Loan Documents (including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary with respect to the conduct payment, performance, validity or enforceability of Borrower's business the Obligations, the Liens securing any of the Obligations, or any or all of the terms or conditions of any Loan Document) or any transaction relating thereto. E. Each of the Loan Documents constitutes the legal, valid and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end binding obligation of each fiscal year of BorrowerLoan Party signatory thereto, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared enforceable against it in accordance with generality accepted accounting its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles to present fairly the results of Borrower's operations and cash flows and its financial position equity, whether in conformity with such principlesany action at law or proceeding in equity, and subject to be correct, complete and in accordance with Borrower's records. Promptly upon the request availability of the Bank from time remedy of specific performance or of any other equitable remedy or relief to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralenforce any right thereunder.

Representations, Warranties and Covenants. Borrower a. Nextel hereby represents, warrants and covenants that Nextel has the full power and authority to enter into and perform its obligations under this Agreement (including to grant the rights and licenses provided for herein), without any restrictions that would impair its ability to perform its obligations under this Agreement, except that such representation, warranty and covenant is made by Boost Mobile with respect to the license grant made by Boost Mobile hereunder. b. Company hereby represents, warrants and covenants to the Bank that now Nextel and until all Obligations are paid in full as followsits parents, subsidiaries and Affiliates that: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) Company has the full power and authority to own each of enter into and perform its assets and obligations under this Agreement, without any restrictions that would impair its ability to use them as contemplated now or in the future. The execution and delivery to the Bank of perform its obligations under this Note (i) are in furtherance of Borrower's purposes and within its power and authorityAgreement; (ii) Company’s activities in connection with this Agreement do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, and will not constitute a default under or breach of any agreement binding on Borroweror order of any court or governmental agency by which Company is bound and Company has not and will not enter into any agreement that is inconsistent with its obligations under this Agreement; (iii) Company has all rights, titles, licenses, intellectual property, permissions and approvals necessary in connection with its performance under this Agreement to grant the rights granted hereunder; (iv) neither the Digital Items nor their use, distribution, sale or license do or will infringe, violate or misappropriate any patent, copyright, trademark, trade secret rights, rights of privacy, rights of publicity or any other property or proprietary rights of any third party; (v) the Digital Items and their use, distribution, sale and license does and shall continue to comply with all applicable foreign, federal, state, and local laws, rules and regulations, including but not limited to those relating to privacy and consumer protection; (vi) Company will not breach any privacy or consumer protection right in carrying out its obligations under this Agreement; (vii) the Digital Items do not and will not contain any viruses, worms, Trojan horses, time bombs, keys or other software routines that may allow access to or negatively impact the operation of any Digital Item, the Systems and/or the products and services of Nextel or an Affiliate of Nextel, including, but not limited to Devices, or result in a lien on damage interfere with, intercept, or Nextel — Confidential — Not for Distribution Digital Item License and Distribution Agreement expropriate any assets of Borrower Nextel System data or any User Data; (other than viii) Company shall comply with the security interest granted hereunder)Content Standards; and (iiiix) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business the Digital Items will be free from any material defects and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared will perform in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateraltheir specifications.

Representations, Warranties and Covenants. The Borrower representshereby confirms that each of the representations, warrants warranties and covenants set forth in the Existing Loan Agreement are true and correct as of the date first written above with the same effect as though each had been made as of such date, except to the Bank extent that now any of such representations, warranties or covenants expressly relate to earlier dates. Except as expressly amended by the terms of this Amendment, all terms and until all Obligations are paid conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect and the Borrower hereby ratifies its obligations thereunder. The Borrower confirms that as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing of the date hereof its obligations under the laws of the jurisdiction in which it was formedExisting Loan Agreement, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of amended by this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documentsAmendment, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and Loan Documents are in full force and effect without default by Borrowerand are hereby ratified. Until The Borrower represents and warrants that (i) no Default or Event of Default has occurred, (ii) it has the Obligations are paid in fullpower and is duly authorized to execute and deliver this Amendment, Borrower shall provide to (iii) this Amendment has been duly authorized, executed and delivered and constitutes the Bank upon requests in form legal, valid and number binding obligation of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared it enforceable against it in accordance with generality accepted accounting principles its terms, (iv) it is and will continue to present fairly be duly authorized to perform its obligations under this Amendment and the results other Loan Documents, (v) the execution, delivery and performance by it of Borrower's operations this Amendment does not and cash flows and its financial position in conformity with such principleswill not require any consent or approval, which has not already been obtained, from any Governmental Authority, shareholder or any other Person, and (vi) the execution, delivery and performance by it of this Amendment shall not result in the breach of, or constitute a default under, any material agreement or instrument to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralwhich it is a party.

Representations, Warranties and Covenants. The Borrower hereby represents, warrants and covenants to the Bank that now Lender that: (a) this Note when executed and until all Obligations are paid delivered by the Borrower shall constitute a valid and binding obligation of the Borrower, enforceable in full as follows: The Loan proceeds shall be used accordance with its terms, subject only for a business purpose to laws of general application relating to bankruptcy, insolvency and not for any personal, family or household purpose. the relief of debtors; (b) the Borrower is an entity not in violation or a sole proprietor (i) duly organized and existing and in good standing under the laws default of the jurisdiction in any mortgage, indenture, agreement, instrument or contract to which it was formedis a party or by which it is bound, (ii) duty qualified and authorized except where such violation or default would not reasonably be expected to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on (x) the ability of the Borrower to perform its business obligations hereunder or assets (y) the validity or enforceability of this Note; (c) the execution, delivery and (iii) has performance by the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank Borrower of this Note (i) are and the consummation of the transactions contemplated hereby, will not result in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law such violation or judgment default or order or court or other governmental authority or an event that results in the creation of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on Lien upon any assets of the Borrower (other than the security interest granted hereunderLiens in favor of the Lender created under this Note); (d) there are no issued or outstanding equity interests of the LLC other than the Interest and the Borrower shall not cause or permit the LLC to issue or sell any equity interests other than the Interest; and (iiie) have been duly authorized by the Interest is free of all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations Liens (other than the Liens in favor of the Lender created under this Note) and the ownership Borrower shall not cause or permit the incurrence of its assets any Liens on or with respect to the Interest (other than the Liens in compliance with each applicable statutefavor the Lender created under this Note). The term “Lien”, regulation and as used in this Note, means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other lawsecurity interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, includingany easement, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrationsright of way or other encumbrance on title to real property, and notices (any financing lease having substantially the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and same economic effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request any of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralforegoing).

Representations, Warranties and Covenants. Borrower represents1.1 Owner represents and warrants to GOLD STANDARD, warrants and covenants that to the Bank that now best of Owner's knowledge and until belief: a. They own the entire right, title and interest to the property described in Exhibit A attached hereto (collectively referred to herein as the ("Property"), located in Elko County, Nevada, and containing 400.032 net mineral acres, more or less; b. That the Property is free and clear of all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose liens, clouds, encumbrances and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized adverse claims of third parties; c. That Owner has good and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power valid right and authority to own each make and deliver this Agreement; d. That the Property is not burdened with any royalties, overriding royalties or payments on production; e. That the Property is not subject to any prior agreement, encumbrances, burden or restriction created by any act or instrument of its assets Owner; and f. Owner or others with Owner's permission have conducted mining or industrial operations or activities upon the Property prior to the date of this Agreement, such as exploration, but to the best knowledge and information of Owner has not conducted other surface and underground disturbances (including, but not limited to, underground workings, waste dumps, and tailings). For the term of this Agreement, Owner hereby irrevocably assigns to use them as contemplated now GOLD STANDARD any and all rights of indemnity, if any, which Owner may have or in hold, from or against any third parties for any damages arising from such activities, if any, conducted by such third parties. 1.2 GOLD STANDARD covenants that GOLD STANDARD shall indemnify and hold harmless Owner from all liability, including attorney's fees and costs, arising out of GOLD STANDARD's exploration and other activities upon the futureProperty hereunder, including but not limited to environmental and reclamation liabilities under existing and future laws and regulations. The execution and delivery to indemnity set for the Bank herein shall survive termination or expiration of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the CollateralAgreement.

Representations, Warranties and Covenants. Borrower represents1.1 Owner represents and warrants to GOLD STANDARD, warrants and covenants that to the Bank that now best of Owner's knowledge and until belief: a. They own the entire right, title and interest to the property described in Exhibit A attached hereto (collectively referred to herein as the ("Property"), located in Elko County, Nevada, and containing 720.05 net mineral acres, more or less; b. That the Property is free and clear of all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose liens, clouds, encumbrances and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized adverse claims of third parties; c. That Owner has good and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power valid right and authority to own each make and deliver this Agreement; d. That the Property is not burdened with any royalties, overriding royalties or payments on production; e. That the Property is not subject to any prior agreement, encumbrances, burden or restriction created by any act or instrument of its assets Owner; and f. Owner or others with Owner's permission have conducted mining or industrial operations or activities upon the Property prior to the date of this Agreement, such as exploration, but to the best knowledge and information of Owner has not conducted other surface and underground disturbances (including, but not limited to, underground workings, waste dumps, and tailings). For the term of this Agreement, Owner hereby irrevocably assigns to use them as contemplated now GOLD STANDARD any and all rights of indemnity, if any, which Owner may have or in hold, from or against any third parties for any damages arising from such activities, if any, conducted by such third parties. 1.2 GOLD STANDARD covenants that GOLD STANDARD shall indemnify and hold harmless Owner from all liability, including attorney's fees and costs, arising out of GOLD STANDARD's exploration and other activities upon the futureProperty hereunder, including but not limited to environmental and reclamation liabilities under existing and future laws and regulations. The execution and delivery to indemnity set for the Bank herein shall survive termination or expiration of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the CollateralAgreement.

Representations, Warranties and Covenants. Borrower represents1.1 Owner represents and warrants to GOLD STANDARD, warrants and covenants that to the Bank that now best of Owner's knowledge and until belief: a. They own the entire right, title and interest to the property described in Exhibit A attached hereto (collectively referred to herein as the ("Property"), located in Elko County, Nevada, and containing 1,722.495 net mineral acres, more or less; b. That the Property is free and clear of all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose liens, clouds, encumbrances and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized adverse claims of third parties; c. That Owner has good and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power valid right and authority to own each make and deliver this Agreement; d. That the Property is not burdened with any royalties, overriding royalties or payments on production; e. That the Property is not subject to any prior agreement, encumbrances, burden or restriction created by any act or instrument of its assets Owner; and f. Owner or others with Owner's permission have conducted mining or industrial operations or activities upon the Property prior to the date of this Agreement, such as exploration, but to the best knowledge and information of Owner has not conducted other surface and underground disturbances (including, but not limited to, underground workings, waste dumps, and tailings). For the term of this Agreement, Owner hereby irrevocably assigns to use them as contemplated now GOLD STANDARD any and all rights of indemnity, if any, which Owner may have or in hold, from or against any third parties for any damages arising from such activities, if any, conducted by such third parties. 1.2 GOLD STANDARD covenants that GOLD STANDARD shall indemnify and hold harmless Owner from all liability, including attorney's fees and costs, arising out of GOLD STANDARD's exploration and other activities upon the futureProperty hereunder, including but not limited to environmental and reclamation liabilities under existing and future laws and regulations. The execution and delivery to indemnity set for the Bank herein shall survive termination or expiration of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the CollateralAgreement.

Representations, Warranties and Covenants. Borrower 25.1. On a continuing basis, a Client represents, warrants warrants, covenants and covenants undertakes to the Bank Company, both in respect of himself and any other person for whom the Client acts as an agent, that: ▪ The Client is authorized and has the capacity to enter into this Agreement and any Transactions which may arise under them; ▪ The Client is over 18 years old and is aware of the local laws and regulations of his country of residence in regard to being allowed to enter into this Agreement; ▪ All the information he provides in the account registration form/KYC as well as in any other documentation is complete, true and accurate. For any change or amendment in the above-mentioned information, including change of address, the client remains responsible to notify the Company; ▪ The Client confirmed that now he has obtained the necessary approvals from the relevant regulatory/legal and until all Obligations are paid in full as follows: compliance authorities to make use of the services provided pursuant to this Agreement; ▪ The Loan proceeds Client has read and fully understood the entire contents of the Agreement with which he fully accepts and agrees; ▪ The Client acknowledges that the Company shall not be used only for a business purpose and not obliged to inform the Client on an individual basis for any personaldevelopments or changes on existing laws, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized directives, regulations, information and existing and in good standing under policies from any competent authority, but the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery Client should refer to the Bank of Website to obtain all these data and information as well as to any other documents that the Company may from time to time publish; ▪ The Client agrees to direct advertising through cold calling by phone, or personal representation or by email or any other electronic means used by the Company; ▪ There are no restrictions, conditions or restraints by Central Banks or any governmental, regulatory or supervisory bodies, regulating Client’s activities, which could prevent or otherwise inhibit the Client entering into, or performing in accordance with this Note (i) are Agreement and/or under any transaction which may arise under them; ▪ Client’s performance under any transaction in furtherance of Borrower's purposes accordance with this Agreement does not violate any agreement and/or contract with third parties; ▪ This Agreement, each enforceable against the Client in accordance with their terms and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or the terms of any Applicable Regulations; ▪ There are no pending or, to the best of the Client’s knowledge, any legal proceedings before any court, arbitration court, governmental body, agency or official or any arbitrator that purports to draw into question, or (B) Borrower's governing documentsis likely to affect, constitute a default the legality, validity or enforceability against him of this Agreement and any transaction which may arise under them or the Clients ability to perform his obligations under this Agreement and/or under any agreement binding on Borrowertransaction which may arise under them in any material respect; ▪ The Client is not entering into any transaction unless he has a full understanding of all of the terms, or result conditions and risks thereof, and he is capable of understanding and willing to accept (financial and otherwise) those risks; ▪ Any information that the Client provides to the Company will not be misleading and will be true and accurate in a lien on any assets of Borrower (other than all material respects. The Client will inform the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations Company if his position changes and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary information provided to the conduct Company becomes misleading or does not materially represent his capacity and ability to trade with the Company; ▪ By entering into this Agreement, the Client acknowledges and understand that, when participating in the Company’s promotions, he will be bound by the terms and conditions of Borrower's business and for Borrower's due issuance such promotions applicable at the time on the country of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request residence of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each Client; ▪ No Event of Borrower's premises and the Collateral.Default has occurred or is continuing;

Representations, Warranties and Covenants. Each Borrower represents, warrants and covenants to Investment Manager and Lender that: (a) the Bank that now execution, delivery and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. performance by such Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) Agreement have been duly authorized by all necessary corporatecorporate action and this Agreement is a legal, partnership or limited liability company or partnership actions. valid and binding obligation of such Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, enforceable against such Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally and general principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request equity; (b) each of the Bank representations and warranties contained in the Credit Agreement is true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date and except as set forth on the replacement Disclosure Schedules attached hereto; (c) after giving effect to this Agreement, no Event of Default currently exists or shall result from time the consummation of the transactions contemplated hereby; and (d) neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby or referenced herein does or shall contravene, result in a breach of, or violate (i) any provision of such Borrower’s Certificate of Incorporation or Bylaws, (ii) any law or regulation, or any order or decree of any court or government instrumentality, or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to time. Borrowers shall supply all additional information requested and shall permit the Bank and which such Borrower is a party or by which such Borrower or any of its agents to (A) visit and inspect each of Borrower's premises and the Collateralproperty is bound.

Representations, Warranties and Covenants. Borrower Debtor hereby represents, warrants and covenants to the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for : (a) Debtor is a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) corporation duly organized and existing and in good standing incorporated under the laws of the State of Delaware. Debtor's U.S. tax identification number and its organizational identification number assigned by the State of Delaware, if any, are set forth below its signature hereto. Debtor will not change its form or jurisdiction of organization without giving at least 15 days' prior written notice thereof to Secured Party and taking, at Debtor's sole expense, all actions requested by Secured Party to maintain and preserve Secured Party's security interest in which it was formedthe Collateral as a valid, enforceable, perfected, first priority security interest, including, but not limited to, filing financing statements specified by Secured Party. (iib) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) Debtor has the full power and authority to own each enter into this Agreement, grant to the Secured Party a valid security interest in the Collateral and perform all of its assets and to use them as contemplated now or in the futureobligations under this Agreement. The execution, delivery and performance by Debtor of this Agreement do not contravene Debtor's constating documents, or violate any provision of any statute, law, rule, regulation, judgment, order or decree and will not conflict with, or constitute a breach or default under, any indenture, loan agreement, contract or other agreement or instrument to which Debtor is a party or by which Debtor or any of its property is bound. (c) No authorization, consent or approval or other action by, and no notice to or other filing with, any governmental authority or regulatory body is required for the grant by Debtor of the security interest granted hereby, the due execution and delivery by Debtor of this Agreement or the performance by Debtor of any of its obligations hereunder, except filing of a financing statement in the office of the Secretary of State of the State of Delaware. (d) This Agreement has been duly executed and delivered by Debtor and is Debtor's legal, valid and binding obligation, enforceable against Debtor in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to or affecting the enforceability of rights of creditors generally and to general equitable principles that may limit the right to obtain equitable remedies. This Agreement creates in Secured Party's favor a valid and, upon the filing of an appropriate financing statement in the office of the Secretary of State of the State of Delaware, perfected (to the Bank extent perfection is obtained by the filing of such financing statement) lien on and security interest in the Collateral, enforceable against Debtor and all third parties and superior in right to all other existing security interests, liens, encumbrances or charges, existing or future. Upon such filing, no filing or recording of any other financing statement or other instrument and no recording, filing or indexing of this Note Agreement is necessary in order to preserve and protect Secured Party's security interest in the Collateral as a legal, valid and enforceable, perfected (to such extent) security interest in the Collateral, except filing of appropriate continuation statements with respect to financing statements. (e) Except for the security interest granted hereby, Debtor is, and as to any Collateral acquired by Debtor after the date hereof will be, the owner and holder of all the Collateral free and clear of any security interest, lien, charge, encumbrance or other adverse claim, and Debtor will defend all of the Collateral, whether now owned or hereafter acquired, against all claims and demands of all persons at any time claiming the same or any interest therein, and will take all steps to maintain the security interest of the Secured Party as a valid and fully perfected lien of first priority. (f) Debtor's principal place of business and chief executive office is at the address set forth below Debtor's signature below. The Debtor has never changed its name nor has it been the surviving entity in a merger or acquired the assets of any other business prior to the date hereof. Debtor has not utilized any trade names in the conduct of its business. Debtor will not change its name or the location of its principal place of business or chief executive office without giving at least fifteen (15) days' prior written notice to the Secured Party of any such proposed change or utilization and taking, at Debtor's sole expense, all actions requested by Secured Party to maintain and preserve Secured Party's security interest in the Collateral as a valid, enforceable, perfected, first priority security interest including, but not limited to, filing financing statements specified by Secured Party. (g) No financing statement covering any of the Collateral or any proceeds thereof is on file in any public office in any jurisdiction, other than financing statements in favor of the Secured Party. Debtor authorizes the Secured Party to prepare and file financing statements without the signature of the Debtor where permitted by law and, if Debtor's signature shall be required, Debtor irrevocably appoints the Secured Party as Debtor's agent for the purpose of signing and filing such financing statements. Debtor further authorizes description of the Collateral on financing statements and other public filings using generic terms such as "all assets" and "all personal property". Debtor promises to pay to the Secured Party all fees and expenses incurred in filing financing statements and any continuation statements or amendments thereto, which fees and expenses shall become a part of the Obligations secured by this Agreement. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement and may be filed by the Secured Party in accordance with the provisions of this Section. (h) On the request of the Secured Party from time to time, Debtor shall duly endorse and deliver to the Secured Party all instruments or documents, the possession of which is necessary to perfect the Secured Party's interest in any of the Collateral hereunder and take, at Debtor's sole expense, all actions requested by Secured Party to maintain and preserve Secured Party's security interest in the Collateral as a valid, enforceable, perfected, first priority security interest. (i) are Except for sales of inventory and expenditures made in furtherance the ordinary course of BorrowerDebtor's purposes and within its power and authority; (ii) do business prior to an Event of Default hereunder, Debtor will not violate (A) sell, assign or offer to sell or assign or otherwise transfer the Collateral, either in whole or in part, or any law interest therein without the prior written consent of the Secured Party. Debtor will not, without the prior written consent of the Secured Party, create or judgment or order or court permit to exist any security interest, lien, charge, encumbrance or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien adverse claim on any assets of Borrower (the Collateral, other than the security interest granted hereunder); in favour of the Secured Party created by this Agreement. (j) Debtor will fully and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business punctually perform any duty required of it in connection with the Collateral and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvalswill not take any action, including without limitationthe amendment of any contract or the waiver of any contract rights, permits licenseswhich will impair, registrations, and notices (the "Approvals") necessary damage or destroy Secured Party's rights with respect to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until Collateral or hereunder or the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralvalue thereof.

Representations, Warranties and Covenants. Borrower represents, A. Lessee represents and warrants and covenants to the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor that: (i) duly Lessee is a corporation organized and existing and in good standing under the laws Laws of the jurisdiction in which it was formed, (ii) duty qualified Delaware and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the corporate power and authority to own each of carry on its assets business as presently conducted and to use them as contemplated now perform its obligations under this Agreement and is the holder of all necessary licenses issued by all governmental authorities having jurisdiction to authorize or permit Lessee to engage in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; air transportation; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have This Agreement has been duly authorized by all necessary corporatecorporate action on the part of Lessee, partnership and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Lessee with any terms and provisions hereof will contravene any law applicable to Lessee or limited liability company result in any breach of, or partnership actionsconstitute any default under or result in the creation of any lien, charge or encumbrance upon any property of Lessee under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, corporate charter, by-law, or other agreement or instrument to which Lessee is a party or by which Lessee or its properties or assets may be bound or affected; (iii) The execution and delivery by Lessee of this Agreement, and any of the transactions by Lessee contemplated hereby, have received, and Lessee has complied with, every necessary consent, approval, order, or authorization of, or registration with, or the giving or prior notice to, any government authority having jurisdiction with respect to the execution and delivery of this Agreement or the validity and enforceability hereof or the satisfaction of all monetary and other obligations hereunder. (iv) This Agreement has been duly entered into and delivered by Lessee and constitutes the valid, legal and binding obligation of Lessee, enforceable in accordance with its terms. (v) It is not necessary under the laws of the United States and/or Hawaii in order to ensure the validity, effectiveness and enforceability of this Agreement or to protect the property rights of Lessor in the Aircraft that this Agreement or any other instrument relating thereto be filed, registered or recorded or that any other action be taken, except for recording in the FAA Aircraft Registry in Oklahoma City, and a notice filing with the Secretary of State of Hawaii and that under the laws of the United States and Hawaii, the property rights of Lessor in the Aircraft will have priority in all respects over the claims of all creditors of Lessee; (vi) There are no suits or legal proceedings pending or threatened against Lessee which, if adversely determined, would have a material adverse effect upon its financial condition or business or its ability to perform its obligations hereunder, other than as heretofore disclosed in writing by Lessee to Lessor. B. Lessee hereby covenants with Lessor that from the Delivery Date and during the Term hereof it will: (i) duly pay and discharge all Taxes, assessments and governmental charges upon it or against its properties prior to the date on which penalties are attached thereto, unless and to the extent only that the same be contested in good faith and by appropriate proceedings by Lessee. Borrower conducts In particular, Lessee shall pay all airport charges in respect of the Aircraft according as the same may be incurred; (ii) remain in and continue to operate substantially the same line of business as presently engaged in, preserve its corporate existence, conduct its business in an orderly efficient and operations customary manner, satisfy its debts and the ownership obligations as they fall due and keep and maintain all of its assets properties in compliance good working order and condition; (iii) maintain insurance in respect of its liabilities and properties in accordance with good airline practice; (iv) comply with all laws and regulations for the time being in force in the State of Hawaii and in any country, to, from, in or over which the Aircraft is flown; (v) within sixty (60) days following the end of each applicable statutequarter, regulation furnish to Lessor an unaudited balance sheet of Lessee prepared by it as of the period ended, together with the related profit and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices loss statement for such period; (the "Approvals"vi) necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 one hundred twenty (120) days after the end close of each fiscal year of BorrowerLessee, statements furnish Lessor an audited balance sheet, and profit and loss statement of income Lessee (and cash flows an unaudited balance sheet); and (vii) at its own expense from time to time do and perform such other and further acts and execute and deliver any and all other further instruments as may be required by Law or reasonably requested by Lessor to establish, maintain and protect the respective rights and remedies of Lessor and to carry out and give effect to the intents and purposes of this Agreement and the financial position and balance sheet parties hereto provided, however, Lessee will be reimbursed for actual costs associated with any transfer of Borrower as to Lessor's interest in the fiscal year endAircraft. C. To the extent permitted by law, each in reasonable detail and certified by an officer or member of Borrower to have been prepared Lessee hereby agrees, in accordance with generality accepted accounting principles to present fairly the results Section 1110 of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request Title 11 of the Bank United States Code, or any superseding statutes, as amended from time to time. Borrowers shall supply , that the title of Lessor to the Aircraft, and any right of Lessor to take possession of such Aircraft in compliance with the provisions of this Lease will not be affected by the provisions of Section 362 or 363 of such Title 11, or other analogous part of any superseding statutes, as amended from time to time. D. The Lessor represents and warrants to the Lessee that: (i) The Lessor is a limited liability company formed under the laws of Illinois and has the power to own its assets and carry on its business as it is now being conducted. (ii) The Lessor has the power to enter into and perform, and has taken all additional information requested necessary action to authorize the entry into, performance and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises delivery of, this Agreement and the Collateraltransactions contemplated by this Agreement. (iii) This Agreement constitutes the Lessor's legal, valid and binding obligation, enforceable against Lessor in accordance with its terms. (iv) The entry into and performance by the Lessor of, and the transactions contemplated by, this Agreement do not and will not: (a) conflict with any laws binding on the Lessor; (b) conflict with the constitutional documents of the Lessor; or (c) conflict with any document which is binding upon the Lessor or any of its assets. (v) So far as concerns the obligations of the Lessor, all authorizations, consents, registrations and notifications required under the laws of the State of Illinois, in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, this Agreement by the Lessor have been (or will on or before Delivery have been) obtained or effected (as appropriate) and are (or will on their being obtained or effected be) in full force and effect. (vi) On the Delivery Date, the Lessor shall have the right to lease the Aircraft to the Lessee under this Agreement. E. The representations and warranties in Sections A and D above will survive the execution of this Agreement. The representations and warranties contained in Sections A and D above will be deemed to be repeated by the Lessee and Lessor on delivery and on each subsequent Rent Date as if made with reference to the facts and circumstances then existing.

Representations, Warranties and Covenants. Borrower represents, warrants and covenants to the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateral.

Representations, Warranties and Covenants. Borrower represents, Each of the Guarantors represents and warrants (which representations and covenants to the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds warranties shall be used only for a business purpose and not for deemed to have been renewed at the time of the making, conversion or continuation of any personalLoan or issuance, family amendment, renewal or household purpose. Borrower extension of any Letter of Credit) that: (A) It is an entity or a sole proprietor (i) duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it was formedof its organization, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the all requisite power and authority to own each of carry on its assets and business as now conducted and, except where the failure to use them as contemplated now do so, individually or in the future. The execution aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and delivery is in good standing in, every jurisdiction where such qualification is required. (B) It (to the Bank extent applicable) has the requisite power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder. This Guaranty has been duly executed and delivered by such Guarantor and constitutes a legal, valid and binding obligation of this Note such Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (C) The transactions herein (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) require any law consent or judgment approval of, registration or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrowerfiling with, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) action by or before, any Governmental Authority, except such as have been duly authorized by all necessary corporate, partnership obtained or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained made and are in full force and effect without default by Borrower. Until and except where the Obligations are paid failure to obtain such consent or approval or make such registration or filing, individually or in fullthe aggregate, Borrower shall provide could not reasonably be expected to result in a Material Adverse Effect, (ii) will not violate (x) in any material respect any order of any Governmental Authority or any applicable law or regulation or (y) the charter, by-laws or other organizational documents of such Guarantor, (c) except to the Bank extent that they may prohibit payments required to be made on the Permitted Convertible Notes, will not violate or result in a default under any material indenture, agreement or other instrument binding upon requests in form and number such Guarantor or any of copies and its assets, or give rise to a right thereunder to require any payment to be made by accountants satisfactory such Guarantor (other than to the Bank, within 90 days after extent solely arising as a result of the end of each fiscal year of Borrower, statements of income and cash flows failure by the Administrative Agent and the financial position Lenders to exercise their applicable rights thereunder) and balance sheet (d) will not result in the creation or imposition of Borrower as any Lien on any asset of such Guarantor, except Liens created under the Credit Agreement and the Pledge Agreements. In addition to the fiscal year endforegoing, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers Guarantors covenants that, so long as any Lender has any Commitment outstanding under the Credit Agreement or any amount payable under the Credit Agreement or any other Guaranteed Obligations shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises remain unpaid, it will, and, if necessary, will enable Holdings and the CollateralBorrower to, fully comply with those covenants and agreements of Holdings or the Borrower applicable to such Guarantor set forth in the Credit Agreement.

Representations, Warranties and Covenants. Borrower represents11.1 Generator Representations, warrants Warranties and Covenants. Generator makes the following representations, warranties and covenants to as the Bank that now basis for the benefits and until all Obligations are paid obligations contained in full as follows: The Loan proceeds shall be used only for this Agreement: 11.1.1 Generator is a business purpose and not for any personalcorporation duly organized, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and validly existing and in good standing under the laws of the jurisdiction in which State of Delaware, that it was formed, (ii) duty is qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets the State of Alabama and (iii) that it has the power and authority to own each of its assets properties, to carry on its business as now being conducted and to use them as enter into this Agreement and carry out the transactions contemplated now or in the future. hereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement. 11.1.2 The execution execution, delivery and delivery to the Bank performance by Generator of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have Agreement has been duly authorized by all necessary corporatecompany action, partnership and does not and shall not require any consent or limited liability company approval of Generator's Board of Directors or partnership actions. Borrower conducts its business members, other than those which have been obtained. 11.1.3 The execution and operations delivery of this Agreement, the consummation of the transactions contemplated hereby and the ownership fulfillment of and compliance with the provisions of this Agreement, do not and shall not conflict with or constitute a breach of or a default under, any of the terms, conditions or provisions of any Legal Requirement, or any partnership agreement, deed of trust, mortgage, loan agreement, other evidence of indebtedness or any other agreement or instrument to which Generator is a party or by which it or any of its assets property is bound, or result in compliance with each applicable statutea breach of or a default under any of the foregoing. 11.1.4 This Agreement is the legal, regulation valid and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, binding obligation of the Generator and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared is enforceable in accordance with generality accepted accounting principles its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws relating to present fairly or affecting the results enforcement of Borrower's operations and cash flows and its financial position in conformity with such creditors' rights generally or by general equitable principles, and regardless of whether such enforceability is considered in a proceeding in equity or at law. 11.1.5 There is no pending or, to be correctthe knowledge of Generator, complete and threatened action or proceeding affecting Generator before any Governmental Authority which purports to affect the legality, validity or enforceability of this Agreement as in accordance with Borrower's records. Promptly upon effect on the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateraldate hereof.

Representations, Warranties and Covenants. Borrower represents, Lessee hereby represents and warrants to and covenants to the Bank with Lessor (provided that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower if Lessee is an entity individual or a sole proprietor proprietorship, the representations, warranties and covenants relating to corporate status shall not apply) that, as of the date hereof and for so long as any Obligations shall remain outstanding: (ia) Lessee is duly organized and is existing and in good standing under the laws of its jurisdiction of organization and is duly qualified and in good standing in those jurisdictions where the jurisdiction conduct of its business or the ownership of its properties requires qualification; (b) Lessee has the power and authority to enter into and perform the Lease and any other document or instrument delivered in which connection herewith and to incur the Obligations; (c) Lessee's chief executive office is located at the address set forth above; (d) Lessee does not utilize, and has not in the last five years utilized, any trade names in the conduct of its business except as set forth on Schedule 1 hereto; (e) Lessee has not changed its name, been the surviving entity in a merger, acquired any business; or changed the location of its chief executive office within the previous five years, except as set forth on Schedule 2 hereto; (f) Neither the execution, delivery or performance by Lessee of the Lease nor compliance by it was formedwith the terms and provisions hereof, nor the consummation of the transactions contemplated herein, (i) will contravene any applicable provision of any law, statute, rule or regulation, or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) duty qualified will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in any lien upon any property, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other material agreement or instrument to which Lessee is a party or by which it or any of its property or assets are bound or to which it may be subject or (iii) will violate any provision of its Certificate of Incorporation or By-Laws, or other governance documents. (g) The Lease and authorized any document or instrument delivered in connection herewith and the transactions contemplated hereby or thereby are duly authorized, executed and delivered, and the Lease and such other documents and instruments constitute valid and legally binding obligations of Lessee and are enforceable against Lessee in accordance with their respective terms; (h) No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or any subdivision thereof, is required to do business authorize or required in every jurisdiction in connection with (i) the execution, delivery and performance of the Lease or (ii) the legality, validity, binding effect or enforceability of the Lease. (i) Lessee has filed all federal, state and local tax returns and other reports it is required to file, has paid or made adequate provision for payment of all such taxes, assessments and other governmental charges, shall pay or deposit Page 3 Initial JP / KR ------- promptly when due all sales, use, excise, personal property, income, withholding, corporate, franchise and other taxes, assessments and governmental charges upon or relating to the manufacture, purchase, ownership, maintenance, modification, delivery, installation, possession, condition, use, acceptance, rejection, operation or return of the Equipment and, upon request by Lessor, Lessee will submit to Lessor proof satisfactory to Lessor that such payments and/or deposits have been made; (j) There are no pending or threatened actions or proceedings before any court or administrative agency, an unfavorable resolution of which failure to be so qualified might could have a material adverse effect on its business Lessee's financial condition or assets and operations; (iiik) has No representation, warranty or statement by Lessee contained in the power and authority Lease or in any certificate or other document furnished or to own each be furnished by Lessee pursuant to the Lease contains or at the time of its assets delivery shall contain any untrue statement of material fact, or omits, or shall omit at the time of delivery, to state a material fact necessary to make it not misleading; (l) All financial statements delivered and to use them as contemplated now or be delivered by Lessee to Lessor in connection with the future. The execution and delivery to of the Bank of this Note (i) Lease are true and correct in furtherance of Borrower's purposes all material respects and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality generally accepted accounting principles, and at all times since the date of the most recent financial statements, there has been no material change in Lessee's financial affairs or business operations. Lessee shall furnish Lessor: (i) within 120 days after the last day of each fiscal year of Lessee, a financial statement including a balance sheet, income statement, statement of retained earnings and statement of cash flows, each prepared in accordance with generally accepted accounting principles consistently applied with a report signed by an independent certified public accountant satisfactory to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly Lessor; (i) upon the request of Lessor, within 45 days after the Bank close of each quarter of each fiscal year of Lessee, financial statements similar to those described in the immediately preceding clause, prepared by Lessee and certified by the chief financial officer of Lessee; (iii) promptly upon the request of Lessor, such tax returns or financial statements regarding any guarantor of the Obligations or any Affiliate of Lessee as Lessor may reasonably request from time to time. Borrowers shall supply all ; (iv) promptly upon request of Lessor, in form satisfactory to Lessor, such other and additional information requested as Lessor may reasonably request from time to time, and; (v) promptly inform Lessor of any Defaults (defined below) or any events or changes in the financial condition of Lessee occurring since the date of the last financial statements of Lessee delivered to Lessor which, individually or cumulatively, when viewed in light of prior financial statements, may result in a material adverse change in the financial condition of Lessee; (m) Lessee shall permit Lessor, through its authorized attorneys, accountants and representatives, to inspect and examine the Equipment and the books, accounts, records, ledgers and assets of every kind and description of Lessee with respect thereto at all reasonable times; provided, however, that the failure of Lessor to inspect the Equipment or to inform Lessee of any noncompliance shall not relieve Lessee of any of its Obligations hereunder; and; (n) The Equipment is personal property and not a fixture under the law of the jurisdiction in which the Equipment is located even though the Equipment may hereafter become attached or affixed to real property; (o) Each site where Equipment is located, if not owned by Lessee, is leased by Lessee pursuant to a valid lease or rental agreement which permits the possession, use and operation of the Equipment at such location; (p) Lessee shall provide Lessor with disclaimers and waivers from landlords, mortgagees and other persons holding any interest or claim in and to any premises where Equipment is located, acceptable in all respects to Lessor, which may be necessary or advisable in the reasonable discretion of Lessor to confirm that the rights of Lessor in the Equipment are and will remain valid and superior against all other parties; (q) The Equipment is in the possession of Lessee at the location(s) specified in the applicable Lease Schedule, and shall not be removed from such location without the prior written consent of Lessor, which consent shall in any event be conditioned upon Lessee having completed all notifications, filings, recordings, and other actions in such new location as Lessor may require to protect and perfect Lessor's interests in the Collateral; (r) Lessee shall not, without the prior written consent of Lessor, sell, offer to sell, lease, rent, hire or in any other manner dispose, transfer or surrender use and possession of any Equipment; (s) Lessee will not, directly or indirectly, create, incur or permit to exist any lien, encumbrance, mortgage, pledge, attachment or security interest on or with respect to the Bank Equipment other than in connection with the execution and its agents delivery of the Lease; (t) Lessee shall permit each item of Equipment to (A) visit and inspect each of Borrower's premises be used only within the continental United States by qualified personnel solely for business purposes and the Collateralpurpose for which it was designed and, at its sole expense, shall service, repair, overhaul and maintain each item of Equipment in the same condition as when received, ordinary wear and tear excepted, in good operating order, consistent with prudent industry practice (but, in no event less than the same extent to which Lessee maintains other similar equipment in the prudent management of its assets and properties) and in compliance with all applicable laws, ordinances, regulations, and conditions of all insurance policies required to be maintained by Lessee under the Lease and all manuals, orders, recommendations, instructions and other written requirements as to the repair and maintenance of such item of Equipment issued at any time by the vendor and/or manufacturer thereof; (u) If any item of Equipment does not comply with the requirements of the Lease, Lessee shall bring such Equipment into compliance with the provisions hereof; and Lessee shall not use any Equipment, nor allow the same to be used, for any unlawful purpose; (v) Lessee acknowledges that Lessor has not selected, manufactured or supplied the Equipment to Lessee and has acquired any Equipment subject hereto solely in connection with this Lease and Lessee has received and approved the terms of any purchase order or agreement with respect to the Equipment; and (w) Lessee has all permits, licenses and other authorizations which are required with respect to its business under Environmental Laws (as defined below) and is in compliance with all terms and conditions of such permits, licenses and other authorizations, including all limitations, restrictions, standards, prohibitions, requirements, obligations, schedules and timetables. The Lessee is not presently in violation of any Environmental Laws. "Environmental Laws" shall mean any Federal, state or local law relating to releases or threatened releases of Hazardous Substances; the manufacture, handling, transport, use, treatment, storage or disposal of Hazardous Substances or materials containing Hazardous Substances; or otherwise relating to pollution of the environment or the protection of human health. "Hazardous Substances" shall mean substances or materials which contain substances defined in or regulated as toxic or hazardous materials, chemicals, substances, waste or pollutants under any present or future Federal statutes and their state counterparts, as well as any implementing regulations as amended from time to time and as interpreted by administering agencies.

Representations, Warranties and Covenants. Borrower represents, (a) The Investor hereby represents and warrants and covenants to the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor that: (i) the Investor is a limited liability company, duly organized and formed, validly existing and in good standing under the laws Laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) State of Delaware. The Investor has the requisite power and authority to own each of own, lease and operate its assets and properties and to use them carry on its business as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; conducted; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or the execution, delivery and performance of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) this Letter Agreement have been duly authorized by all necessary corporate, partnership action and do not contravene or violate any provision of the Investor’s limited liability company agreement or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other any law, includingregulation, without limitationrule, environmental laws. All decree, order, judgment or contractual restriction binding on the Investor or its assets; (iii) all consents, approvals, including without limitationauthorizations, permits licensesof, registrationsfilings with and notifications to, any governmental authority necessary for the due execution, delivery and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance performance of this Note Letter Agreement by the Investor have been obtained or made and all conditions thereof have been duly obtained complied with, and are no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in full force connection with the execution, delivery or performance of this Letter Agreement; (iv) this Letter Agreement constitutes a legal, valid and effect without default by Borrower. Until binding obligation of the Obligations are paid in full, Borrower shall provide to Investor enforceable against the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared Investor in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principlesterms, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents subject to (A) visit the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and inspect each (B) general equitable principles (whether considered in a proceeding in equity or at law); and (v) the Investor has the financial capacity to pay and perform its obligations under this Letter Agreement, and all funds necessary for the Investor to fulfill the Merger Agreement Obligations under this Letter Agreement shall be available to the Investor for so long as this Letter Agreement shall remain in effect in accordance with Section 8 hereof. (b) The Investor hereby covenants and agrees with the Company that for so long as this Letter Agreement shall remain in effect in accordance with Section 8 hereof, the Investor will at all times maintain Availability (as hereinafter defined) in an amount equal to or greater than $4,000,000 As used herein, the term “Availability” shall mean the sum of Borrower's premises (i) the aggregate amount of the following unrestricted and unencumbered items held in the CollateralUnited States of America: cash, cash equivalents, and marketable and liquid investments, plus (ii) amounts available to be drawn by the Investor under one or more lines of credit, the proceeds of which draw are permitted to be used for the purpose of satisfying the Investors Merger Agreement Obligations.

Representations, Warranties and Covenants. Borrower The Company hereby represents, warrants and covenants to the Bank that now Holder hereof that: (a) during the period this Warrant is outstanding, the Company will reserve from its authorized and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for unissued Common Stock a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each sufficient number of its assets and duly authorized but unissued shares of Common Stock to use them as contemplated now or in provide for the future. The execution and delivery to the Bank issuance of shares of Common Stock issuable upon exercise of this Note Warrant in full; (ib) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have Warrant shall constitute full authority to the Company's officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the shares of Warrant Stock issuable upon exercise of this Warrant; (c) the Company has all requisite legal and corporate power to execute and deliver this Warrant, to sell and issue the Warrant Stock hereunder and to carry out and perform its obligations under the terms of this Warrant; and (d) all corporate action on the part of the Company, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Warrant by the Company, the authorization, sale, issuance and delivery of the Warrant Stock and the performance of the Company's obligations hereunder has been duly obtained taken and are shall remain in full force and effect without default by Borrower. Until effect; and (e) the Obligations are Warrant Stock, when issued in compliance with the provisions of this Warrant, will be duly and validly authorized, issued, fully paid in fulland nonassessable, Borrower shall provide and free of all taxes, liens or encumbrances with respect to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principlesissue thereof, and to will be correct, complete issued in compliance with all applicable federal and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralstate securities laws.

Representations, Warranties and Covenants. Borrower represents, Each of the Grantors represents and warrants (which representations and covenants to the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds warranties shall be used only for deemed to have been renewed at the time of the making, conversion or continuation of any Loan or issuance of any Letter of Credit) that: (a) It is a business purpose and not for any personalcorporation, family limited liability company, partnership or household purpose. Borrower is an other commercial entity duly incorporated or a sole proprietor (i) duly organized and formed, validly existing and in good standing under the laws of the its jurisdiction of incorporation or formation and has all requisite authority to conduct its business as a foreign Person in each jurisdiction in which it was formedits business is conducted, (ii) duty qualified and authorized to do business in every jurisdiction in which except where the failure to be so qualified might have such requisite authority would not have a material adverse effect on its business or assets and Material Adverse Effect. (iiib) It has the power and authority and legal right to own each of its assets execute and deliver this Subordination Agreement and to use them as contemplated now or in the futureperform its obligations hereunder. The execution and delivery to the Bank by it of this Note (i) are in furtherance Subordination Agreement and the performance by it of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) obligations hereunder have been duly authorized by all necessary corporateproper proceedings, partnership and this Subordination Agreement constitutes a legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). (c) Neither the execution and delivery by it of this Subordination Agreement, nor the consummation by it of the transactions herein contemplated, nor compliance by it with the terms and provisions hereof, will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it or its certificate or articles of incorporation or by-laws, limited liability company or partnership actions. Borrower conducts agreement (as applicable) or the provisions of any indenture, instrument or material agreement to which it is a party or is subject, or by which it, or its business and operations and property, is bound, or conflict with or constitute a default thereunder, or result in the ownership creation or imposition of any Lien in, of or on its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary property pursuant to the conduct terms of Borrower's business any such indenture, instrument or material agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority that has not been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, is required to authorize, or is required in connection with the execution, delivery and for Borrower's due issuance performance by it of this Note have been duly obtained and are in full force and effect without default by BorrowerSubordination Agreement. Until the Obligations are paid in full, Borrower shall provide In addition to the Bank upon requests in form and number foregoing, each of copies and by accountants satisfactory the Grantors covenants that, so long as any Lender has any Commitment outstanding under the Credit Agreement or any amount payable under the Credit Agreement or any other Obligations shall remain unpaid, it will, and, if necessary, will enable the Company to (to the Bankextent practicable), within 90 days after the end of each fiscal year of Borrower, statements of income fully comply with those covenants and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request agreements of the Bank from time Company applicable to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the CollateralGrantors set forth in the Credit Agreement.

Representations, Warranties and Covenants. Borrower (a) The Issuer hereby represents, warrants and covenants to the Bank that now and until all Obligations are paid in full Collateral Manager as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor : (i) The Issuer has been duly organized incorporated and is validly incorporated under the laws of the Cayman Islands, has the full power and authority as a limited liability company to own its assets and the securities proposed to be owned by it and included in the Collateral and to transact the business in which it is presently engaged and is duly qualified under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires, or the performance of its obligations under this Agreement or any other Transaction Document or the Securities would require, such qualification, except for failures to be so qualified, authorized or licensed that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Issuer or the ability of the Issuer to perform its obligations under, or on the validity or enforceability of, this Agreement and the Indenture. (ii) The Issuer has full power and authority as a limited liability company to execute, issue (with respect to the Securities only), deliver and perform all obligations required under the Securities and the Transaction Documents to which it is a party and has taken all action necessary to authorize the Securities and Transaction Documents on the terms and conditions hereof and thereof and the execution, delivery and performance of the Securities and the Transaction Documents and the performance of all obligations imposed upon it hereunder and thereunder. No consent of any other person including, without limitation, creditors of the Issuer, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Issuer in connection with the Securities and the Transaction Documents or the execution, delivery, performance, validity or enforceability of the Securities or Transaction Documents or the obligations imposed upon it hereunder or thereunder except as has been made or obtained. This Agreement constitutes, and each instrument or document required hereunder, when executed and delivered hereunder, shall constitute, the legally valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, subject, as to enforcement, to (a) the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Issuer and (b) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity). (iii) The execution, delivery and performance of the Transaction Documents, the Securities and the documents and instruments required hereunder shall not violate any provision of any existing law or regulation binding on or applicable to the Issuer, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on or applicable to the Issuer, or the Issuer Charter of, or any securities issued by, the Issuer or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Issuer is a party or by which the Issuer or any of its assets is or may be bound, the violation of which would have a material adverse effect on the business, operations, assets or financial condition of the Issuer, and shall not result in or require the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking (other than the lien of the Indenture). Without limiting the generality of the foregoing, the Issuer hereby represents and warrants to the Collateral Manager that the execution and delivery of the Securities and the Transaction Documents, and the performance by the respective parties thereto of the transactions contemplated thereunder does not conflict with any provision of law of the Cayman Islands or any provisions of the Issuer Charter. (iv) Neither the Issuer nor the pool of Collateral is required to be registered as an “investment company” under the Investment Company Act. (v) True and complete copies of each Transaction Document have been or, no later than the Closing Date, will be delivered to the Collateral Manager. The Issuer agrees to deliver a true and complete copy of each and every amendment to each Transaction Document to the Collateral Manager as promptly as practicable after its adoption or execution. (vi) The assets of the Issuer do not and will not at any time constitute the assets of any plan subject to the fiduciary responsibility part of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of any plan within the meaning of Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended. (b) The Collateral Manager hereby represents, warrants and covenants to the Issuer as follows: (i) The Collateral Manager is a limited liability company, duly organized, validly existing and in good standing under the laws of the jurisdiction State of Delaware and has full power and authority as a limited liability company to own its assets and to transact the business in which it was formedis currently engaged and is duly qualified as a limited liability company and is in good standing under the laws of each jurisdiction where the conduct of its business requires, (ii) duty qualified or the performance of this Agreement and authorized to do business in every jurisdiction the Indenture would require such qualification, except for those jurisdictions in which the failure to be so qualified might qualified, authorized or licensed would not have a material adverse effect on the business, operations, assets or financial condition of the Collateral Manager or on the ability of the Collateral Manager to perform its business obligations hereunder, or assets on the validity or enforceability of this Agreement and the provisions of the Indenture applicable to the Collateral Manager. (ii) The Collateral Manager is not and is not required to become a registered investment adviser under the United States Investment Advisers Act of 1940, as amended (the “Advisers Act”). (iii) The Collateral Manager has the full power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business to execute, deliver and operations perform this Agreement and all obligations required hereunder and under the provisions of the Indenture applicable to the Collateral Manager and has taken all necessary action to authorize this Agreement on the terms and conditions hereof and the ownership execution, delivery and performance of its assets in compliance with each this Agreement and all obligations required hereunder and under the terms of the Indenture applicable statute, regulation and to the Collateral Manager. No consent of any other lawperson, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrationscreditors of the Collateral Manager, and notices (no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the "Approvals") necessary Collateral Manager in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement or the obligations required hereunder or under the terms of the Indenture, applicable to the conduct Collateral Manager except as has been made or obtained and that no representation is made herein with respect to the requirements of Borrower's business and for Borrower's due issuance of this Note have state securities laws or regulations. This Agreement has been duly obtained authorized, executed and are in full force delivered by the Collateral Manager and effect without default by Borrower. Until this Agreement constitutes the Obligations are paid in full, Borrower shall provide to valid and legally binding obligations of the Bank upon requests in form and number of copies and by accountants satisfactory to Collateral Manager enforceable against the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared Collateral Manager in accordance with generality accepted accounting its terms, subject, as to enforcement, to (a) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Collateral Manager and (b) general equitable principles (regardless of whether enforceability of such principles is considered in a proceeding at law or in equity). (iv) The execution, delivery and performance of this Agreement and the terms of the Indenture applicable to present fairly the results Collateral Manager and the documents and instruments required hereunder do not violate any provision of Borrower's operations and cash flows and any existing law or regulation binding the Collateral Manager (except that no representation is made herein with respect to the requirements of state securities laws or regulations), or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Collateral Manager, or the constituting documents of, or any securities issued by the Collateral Manager or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Collateral Manager is a party or by which the Collateral Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial position in conformity with such principlescondition of the Collateral Manager, and shall not result in or require the creation or imposition of any lien on any of its property, assets or revenues pursuant to be correctthe provisions of any such mortgage, complete and in accordance with Borrower's records. Promptly indenture, lease, contract or other agreement, instrument or undertaking. (v) There is no charge, investigation, action, suit or proceeding before or by any court pending or, to the best knowledge of the Collateral Manager, threatened that, if determined adversely to the Collateral Manager, would have a material adverse effect upon the request performance by the Collateral Manager of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to duties under this Agreement. (vi) The (A) visit sections relating to the Collateral Manager entitled “The Collateral Manager” contained in the Offering Circular and inspect (B) information relating to the Collateral Manager contained in the marketing materials prepared in connection with the offering of the Securities and approved by the Collateral Manager (such sections and information referred to in clauses (A) and (B) above, collectively, the “Collateral Manager Information”) do not purport to provide the scope of disclosure required to be included in a prospectus with respect to a registrant in connection with the offer and sale of securities of such registrant registered under the Securities Act. Within such scope of disclosure, however, (i) as of the date of the Offering Circular, the Collateral Manager Information therein and (ii) as of the date of the marketing materials referred to in clause (B) above, the Collateral Manager Information therein, in each case, accurately restates the information provided by the Collateral Manager and is true in all material respects and does not omit to state any material fact necessary in order to make the statements therein, in light of Borrower's premises the circumstances under which they were made, not misleading. (vii) The Collateral Manager hereby agrees and consents to the Collateralterms set forth in Section 15.1 of the Indenture applicable to the Collateral Manager and shall perform any provisions of the Indenture made expressly applicable to the Collateral Manager by the Indenture as required by Section 15.1 of the Indenture. (viii) Neither the Collateral Manager nor any of its Affiliates is in violation of any federal or state securities law (including the Advisers Act) or regulation promulgated thereunder and there is no charge, investigation, action, suit or proceeding before or by any court or regulatory agency pending or, to the best knowledge of the Collateral Manager, threatened that, in any case, would have an adverse effect upon the ability of the Collateral Manager to perform its duties under this Agreement or the Indenture. (c) The Collateral Manager makes no representation, express or implied, with respect to the Issuer or the disclosure with respect to the Issuer.

Representations, Warranties and Covenants. 5.1 The Borrower represents, represents and warrants and covenants to the Bank that now and until all Obligations are paid in full Lender as follows: The (a) the proceeds of the Loan proceeds shall will be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor solely to (i) purchase equity and equity-linked securities of Issuer, and (ii) pay related expenses and as otherwise expressly approved by the Lender; and (b) the Borrower (i) is duly organized and or formed, validly existing and in good standing under the laws of the jurisdiction in which it was formedof its organization, (ii) duty has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (A) own or lease its assets and carry on its business and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (iii) is duly qualified and authorized to do is licensed and, as applicable, in good standing under the laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business in every jurisdiction in which requires such qualification or license, except where the failure to so qualify or be so qualified might have licensed would not result in a material adverse effect on its business or assets the Borrower. 5.2 The Borrower agrees with the Lender and (iii) has warrants that, from and after the power date hereof and authority to own each until all of its assets and to use them as contemplated now or in the future. The execution and delivery Obligations of the Borrower to the Bank of this Note Lender have been paid in full, except as otherwise expressly consented to, in each instance, by the Lender in writing, the Borrower shall: (a) (i) are preserve, renew and maintain in furtherance full force and effect its legal existence and good standing under the laws of Borrower's purposes the jurisdiction of its organization; and within its power and authority; (ii) do not violate (A) any law take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result desirable in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership normal conduct of its assets in compliance with each applicable statutebusiness; (b) if requested by the Lender, regulation and other law, including, without limitation, environmental laws. All approvalskeep all property of the Borrower, including without limitation, permits licensesall Collateral securing the Obligations of the Borrower to the Lender, registrationsinsured against risks of loss or damage by fire (including so-called extended coverage), theft and such other casualties as is customary in the industry of the Borrower; (c) pay and discharge as the same shall become due and payable, all of the Borrower’s obligations and liabilities, including all lawful claims which, if unpaid, would by law become a lien upon its property, and notices all indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such indebtedness; and (the "Approvals"d) necessary on or prior to the conduct of Borrower's business and for Borrower's due issuance date that is 45 days after the date of this Note Agreement, deliver to the Lender such fully-executed and effective documents, agreements and instruments, as reasonably requested by and in form and substance reasonably satisfactory to the Lender, to fully perfect the security interest in the Collateral granted to the Lender pursuant hereto to secure payment of all the Obligations of the Borrower, and such other certificates, documents, instruments or agreements as the Lender may reasonably require in connection with any of the foregoing. 5.3 The Borrower agrees with the Lender and warrants that, from and after the date hereof and until all of the Obligations of the Borrower to the Lender have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, except as otherwise expressly consented to, in each instance, by the Lender in writing, the Borrower shall provide not: (a) make any dividends or distributions in respect of the equity interests in the Borrower; (b) other than any indebtedness incurred under the Other Lender Loan Agreements, incur any indebtedness that is pari passu or senior to the Bank upon requests indebtedness evidenced by or incurred under this Agreement or (c) dispose of any Securities unless the net proceeds thereof are used to repay the Loan in form accordance with Section 2 hereof. 5.4 The Borrower agrees with the Lender and number warrants that, from and after the date hereof and until all of copies and by accountants satisfactory the Obligations of the Borrower to the BankLender have been paid in full, except as otherwise expressly consented to, in each instance, by the Lender in writing, the Borrower’s business shall consist solely of holding, voting, selling and taking other actions with respect to the securities of the Issuer, and will not incur expenses other than audit, legal, accounting and other expenses the Borrower’s Manager deems necessary in connection with holding, voting, selling and taking other actions with respect to the securities of the Issuer. 5.5 The Borrower covenants and agrees that it shall not permit the fair market value of the Collateral to be less than $1,400,000 at any time, based on the volume weighted public trading price of Collateral over the previous 10 trading days, as reasonably calculated by the Lender. 5.6 Borrower shall, within 90 thirty (30) days after the end of each fiscal year quarter of Borrower, statements cause to be furnished to the Lender (a) a statement of income assets and cash flows liabilities of Borrower and (b) calculations setting forth the compliance with the financial position and balance sheet covenants set forth in subsection 5.5 hereof, in each case in respect of the most recently completed fiscal quarter, which shall be certified to the Lender by the Managers of Borrower as to the fiscal year end, each in reasonable detail being true and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested correct and shall permit contain a statement that no Event of Default then exists, or, if an Event of Default then exists, a description of such Event of Default. 5.7 Within thirty (30) Business Days after the Bank date of this Agreement, Borrower shall deliver to Lender (a) 33,333 freely tradable warrants of Issuer with a strike price of $11.50 a share and its agents (b) any certificates representing the Securities, accompanied by stock powers in form and substance acceptable to (A) visit and inspect each of Borrower's premises and the CollateralLender duly executed in blank.

Representations, Warranties and Covenants. Borrower represents, Seller hereby represents and warrants and covenants as of the date hereof to the Bank that now and until all Obligations are paid in full Buyer as follows: The Loan proceeds shall be used only for : 7.1. Seller is a business purpose limited liability company duly formed and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and validly existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) State of Delaware. Seller has the full power and authority to own each of its assets enter into this Agreement, to perform this Agreement and to use them as consummate the transactions contemplated now or in the futurehereby. The execution execution, delivery and delivery to the Bank performance of this Note (i) are Agreement and all documents contemplated hereby by Seller have been duly and validly authorized by all necessary action on the part of Seller and all required consents and approvals have been duly obtained and will not result in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or a breach of any arbitrator of the terms or (B) Borrower's governing documentsprovisions of, or constitute a default under any indenture, agreement or instrument to which Seller is a party. This Agreement is a legal, valid and binding on Borrowerobligation of Seller, enforceable against Seller in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally. 7.2. Seller has good and marketable title to the Property, subject to the conditions of title. There are no outstanding rights of first refusal, rights of reverter or option relating to the Property or any interest therein. To Seller's knowledge, there are no unrecorded or undisclosed documents or other matters which affect title to the Property. Subject to the Lease, Seller has enjoyed the continuous and uninterrupted quiet possession, use and operation of the Property, without material complaint or objection by any person. 7.3. Except as set forth in the Due Diligence Items, there are no pending or, to the Manager's Knowledge (as defined below), threatened actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or result other proceedings affecting or with respect to the Property, or by or against Seller. 7.4. Except as set forth in the Due Diligence Items, Seller has received no written notice from any governmental authority of any material violation of any law, statute, ordinance, regulation, or administrative or judicial order or holding, whether or not appearing in public records, with respect to the Property, which violation has not, to the Manager's Knowledge, been corrected in accordance with the notice or applicable law, statute, ordinance, regulation or order. 7.5. Except as set forth in the Due Diligence Items, Seller has received no written notice from any governmental authority of any condemnation proceeding relating to the Property. 7.6. Except as set forth in the Due Diligence Items, Seller has not received written notice from any Governmental Authority that (A) the Property is in violation of any federal, state and local laws, ordinances, regulations, administrative and judicial decrees, judgments, orders and directives applicable to the Property with respect to hazardous or toxic substances, industrial hygiene, the protection of human health, public or worker safety, occupational health, wildlife or the environment (collectively, "Environmental Laws"), which violation has not, to the Manager's Knowledge, been corrected in all material respects in accordance with the notice or applicable law, statute, ordinance, regulation, decree, judgment, directive or order, or (B) past or current tenants of all or any portion of the Property or any other person or entity have owned, used, generated, produced, manufactured, treated, stored, transported, handled, installed, released, discharged or disposed of any substance that is designated, defined, classified, or regulated as a lien hazardous substance, toxic substance, hazardous waste, pollutant or contaminant (including petroleum hydrocarbons, PCBs, asbestos, explosives, corrosives, toxic materials, flammable materials, infectious materials, radioactive materials, carcinogenic materials and reproductive toxicants) on any assets or beneath the Property or on or in the air, surface or ground water associated with the Property in violation of Borrower (other applicable Environmental Laws. 7.7. Other than the security interest granted hereunder); Lease, there are no leases, licenses or occupancy agreements in effect at the Property. Neither Seller nor the Tenant is in breach or default of any obligation under the Lease and-Seller has not received notice from the Tenant alleging that Seller is in breach or default of any obligation under the Lease. Seller has delivered to Buyer an accurate and (iii) complete copy of the Lease. All leasing commissions and fees, and tenant improvement allowances due with respect to the current term of the Lease have either been paid in full or, if currently owed, will be satisfied before or at Closing. . No brokerage commissions or fees, tenant improvement allowances, free rent, or other concessions will become due in connection with the exercise of any renewal or expansion option by the Tenant under the terms of the Lease as of the date of the execution of this Agreement. 7.8. True, correct, and complete copies of all documents in Seller's possession or control, relating to the Property and containing information material to its condition, usefulness, or value, have been duly authorized delivered by all necessary corporateSeller to Buyer. 7.9. Seller is not a "foreign person" within the meaning of Section 1445(f) of the Internal Revenue Code of 1986, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices as amended (the "ApprovalsCode") necessary ). 7.10. Xxxxxxx Xxxxxxx is the asset manager of the Seller, and all material circumstances relating to the conduct Property would, in the ordinary course of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time Seller, come to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralhis attention.

Representations, Warranties and Covenants. Borrower represents, Seller hereby represents and warrants and covenants to Purchaser the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds following (which shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under survive the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have Amendment): 5.1 this Amendment has been duly authorized authorized, executed and delivered by all necessary corporateaction on the part of Seller and, partnership or limited liability company or partnership actions. Borrower conducts if necessary, its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrationsmembers, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are is in full force and effect without default by Borrower. Until as of the Obligations are paid in fulldate hereof, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position agreements and balance sheet obligations of Borrower as to Seller contained herein constitute the fiscal year endlegal, each in reasonable detail valid and certified by an officer or member binding obligations of Borrower to have been prepared Seller, enforceable against Seller in accordance with generality accepted accounting principles to present fairly their terms, except as enforceability is limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles; 5.2 the results execution, delivery and performance of Borrower's operations and cash flows and its financial position in conformity with such principlesthis Amendment (a) are all within Seller’s limited liability company powers, and to be correct(b) are not in contravention of law or the terms of Seller’s certificate of formation, complete operating agreement or other organizational documentation; 5.3 neither the execution and in accordance with Borrower's records. Promptly upon delivery of this Amendment, nor the request consummation of the Bank from time transactions contemplated hereby, nor compliance with the provisions hereof (i) has violated or shall violate any applicable laws or regulations or any order or decree of any court or Governmental Authority in any respect; and (ii) does or shall conflict with or result in the breach of, or constitute a default in any respect under any material mortgage, deed of trust, security agreement, agreement or instrument to time. Borrowers shall supply which Seller is a party or may be bound (including without limitation the Indenture); 5.4 no action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other third party (including without limitation the Trustee) that has not been obtained, is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Amendment; 5.5 all additional information requested of the representations and shall permit warranties set forth in the Bank and its agents to (A) visit and inspect each of Borrower's premises Purchase Agreement and the Collateralother Transaction Documents, as amended hereby, are true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date; and 5.6 after giving effect to the this Amendment, no Event of Termination exists or has occurred and is continuing.

Representations, Warranties and Covenants. The Borrower hereby represents, warrants warrants, covenants and covenants to agrees with the Bank that now and until all Obligations are paid in full Lender as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the full power and authority to own each of its assets execute and deliver this Note and the other Documents and to use them as contemplated now or in incur and perform the future. The execution obligations provided for herein and delivery to the Bank therein, all of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) which have been duly authorized by all proper and necessary corporate, partnership action. No consent or limited liability company approval of any governmental authority or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary third party is or will be required as a condition to the conduct of Borrower's business and for Borrower's due issuance enforceability of this Note and the other Documents, other than those that have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in fulleffect, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position Borrower is and balance sheet will be in compliance in all material respects with all laws and regulatory requirements to which it is subject. Each of this Note and the other Documents has been duly authorized, executed and delivered by the Borrower as to and is enforceable against the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies (whether in a proceeding at law or in equity). There is no law, rule, regulation or order or other document pertaining to present fairly the Borrower and no provision of any agreement, mortgage, indenture or contract binding on the Borrower or affecting its property, which would conflict with, be breached by, be in default or in any way prevent, the execution, delivery or carrying out of the terms of this Note and the other Documents (except for such conflicts, breaches or defaults which could not have a materially adverse effect on the financial condition of the Borrower). No part of any report, registration statement or other filing heretofore or hereafter made by the Borrower with the Securities and Exchange Commission (the "COMMISSION") did or will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. There has been no material adverse change in the financial condition or results of Borrower's operations and cash flows of the Borrower and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon subsidiaries since the request date of the Bank from time to timelast quarterly or annual report filed by the Borrower with the Commission. Borrowers The Borrower will not sell or otherwise dispose of all or substantially all of its, or any of its subsidiaries, assets (in any one transaction or series of related transactions) nor shall supply all additional information requested and shall permit the Bank and its agents to Borrower merge or consolidate with or into any other person (Aother than the merger of any subsidiary of the Borrower into the Borrower) visit and inspect each without the prior written consent of Borrower's premises the Lender and the CollateralOther Lender.

Representations, Warranties and Covenants. Borrower representsIn order to induce Secured Party to enter into the Loan Agreement, warrants in addition to the representations, warranties and covenants of Debtor set forth in the Loan Agreement which are incorporated herein by this reference, Debtor and Equity Pledgor represent, warrant and covenant to the Bank Secured Party that now on the Closing (as defined in the Loan Agreement) until the indefeasible payment, performance and until all Obligations are paid satisfaction in full as follows: The Loan proceeds shall be used only for a business purpose of the Obligations and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing all of Debtor's obligations under the laws Note: 7.1 Each of the jurisdiction in which it was formed, (ii) duty qualified Debtor and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) Equity Pledgor has the power and authority and the legal right to own each of its assets execute, deliver and perform this Agreement and to use them as grant the lien on the Collateral contemplated now or hereby in favor of the future. Secured Party. 7.2 The execution execution, delivery and delivery to the Bank performance of this Note (i) are in furtherance Agreement by Debtor and Equity Pledgor and the granting of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a the lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have Collateral contemplated hereby has been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business action and operations does not and the ownership of its assets in compliance with each will not (i) violate any applicable statute, regulation and other law, includingrule or regulation or any provision relating to Debtor and Equity Pledgor, without limitation(ii) conflict with, environmental laws. All approvalsresult in a breach of, including without limitationor constitute a default under any provision of Debtor's organizational documents, permits licensesindenture, registrationsmortgage or other agreement or instrument to which Debtor or Equity Pledgor is a party or by which it or any of their respective properties or assets are bound or subject or any license, judgment, order or decree of any governmental authority having jurisdiction over Debtor or Equity Pledgor or their respective activities, properties or assets or (iii) result in or require the creation or imposition of any lien upon or with respect to any properties or assets now or hereafter owned by Debtor or Equity Pledgor (other than the liens created hereunder). 7.3 This Agreement has been duly executed and notices delivered by each of Debtor and Equity Pledgor and constitutes a legal, valid and binding obligation of each of Debtor and Equity Pledgor enforceable against Debtor in accordance with its terms. 7.4 No consent or authorization of, filing with, or other act by or in respect of, any arbitrator or governmental authority and no consent of any other Person is required (i) for the "Approvals"execution, delivery and performance of this Agreement by Debtor and Equity Pledgor, (ii) necessary for the pledge by each of Debtor and Equity Pledgor of the Collateral to the conduct Secured Party pursuant to this Agreement, or (iii) for the exercise by the Secured Party of Borrower's business and the rights provided for Borrower's due issuance in this Agreement or the remedies in respect of the Collateral pursuant to this Note Agreement, except such as (A) have been duly obtained obtained, made or taken and are in full force and effect without default by Borrower. Until or (B) may be required under federal or state securities laws in connection with any sale of the Obligations Pacific Internet Shares or the Pledged Interests. 7.5 There are paid in fullno actions, Borrower shall provide suits, proceedings or investigations pending or, to the Bank upon requests in form best knowledge of each of Debtor and number Equity Pledgor, threatened, against or affecting Debtor and Equity Pledgor or the Collateral that are likely to have a material adverse effect on the validity or enforceability of copies this Agreement, or on the validity or priority of the liens and security interests granted by accountants satisfactory Debtor and Equity Pledgor as provided for herein, before or by any court, arbitrator or governmental authority. 7.6 Except as provided by this Agreement, until the fulfillment by Debtor of all Obligations to the Banksatisfaction of the Secured Party, within 90 days after in its sole and absolute discretion, each of Debtor and Equity Pledgor is and shall continue to be the end sole and complete, legal and beneficial, owner of each fiscal year of Borrower, statements of income and cash flows the Pacific Internet Shares and the financial position and balance sheet Pledged Interests, as applicable, free from any security interests, liens or encumbrances. Neither Debtor nor Equity Pledgor shall surrender or loose possession of Borrower as (other than to the fiscal year endSecured Party), each sell or otherwise dispose of or transfer any of the Collateral or the Certificates evidencing such Collateral, if any, or any right or interest therein. 7.7 This Agreement creates a first priority security interest which is enforceable against the Collateral and the Secured Party has a first priority perfected security interest (to the fullest extent perfection can be obtained by filing, notification to third parties, possession or control), securing the payment and performance of the Obligations. Each of Debtor and Equity Pledgor shall, at its own expense, do and perform all acts that may be necessary and appropriate to maintain, preserve and protect the Collateral and the first priority security interest of the Secured Party in reasonable detail such Collateral. 7.8 Other than financing statements in favor of the Secured Party, no effective financing statement naming Debtor or Equity Pledgor as debtor, assignor, grantor, mortgagor, pledgor or the like and certified by an officer covering all or member any part of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results Collateral, or which will or may cover all or any part of Borrower's operations and cash flows and its financial position in conformity with such principlesthe Collateral, and is or is expected to be correct, complete and on file in accordance with Borrower's records. Promptly upon the request any filing or recording office in any jurisdiction. 7.9 Debtor is in default of any of its obligations arising out of the Bank from Pacific Internet Shares. No Person has any right to terminate, or any right to foreclose upon, any or all of the Collateral, other than the Secured Party under this Agreement. 7.10 Neither Debtor nor Equity Pledgor has conducted or engaged in any business at any time under any name other than that first set forth above. 7.11 Neither Debtor nor Equity Pledgor (if Equity Pledgor is an entity) will change its jurisdiction of organization without giving the Secured Party 30 days prior written notice thereof. 7.12 Each of Debtor and Equity Pledgor shall, at its own expense, appear in and fully defend any action, suit or proceeding which may affect its title to time. Borrowers or right or interest in, or the right or interest of the Secured Party in, any of the Collateral pledged by them hereunder. 7.13 Neither Debtor nor Equity Pledgor (if Equity Pledgor is an entity) will perform, authorize, enter into or allow any change in its capital structure. 7.14 In the event that, during the term of this Agreement, subscription warrants or other rights or options shall supply all additional information requested be issued in connection with the Pacific Internet Shares or he Pledged Interests, such rights, warrants and options shall permit be the Bank and its agents to (A) visit and inspect each property of Borrower's premises Debtor and the CollateralEquity Pledgor, as applicable and, if exercised by Debtor or Equity Pledgor, as applicable, all new stock or other securities so acquired by Debtor and the Equity Pledgor, as applicable shall be delivered directly by the applicable issuer to the Secured Party, to be held under the terms of this Agreement in the same manner as the Pacific Internet Shares or the Pledged Interests, as applicable and references to Pacific Internet Shares or the Pledged Interests, as applicable in this Agreement shall include such new stock or other securities. 7.15 Neither Debtor nor Equity Pledgor (if Equity Pledgor is an entity) shall perform, authorize or enter into any transaction for its termination, dissolution or winding up, any act or failure to act constituting its termination, dissolution or winding up of, or its merger or consolidation with any entity or entities any sale or group of sales of substantially all of its without the prior written consent of the Secured Party.

Representations, Warranties and Covenants. Borrower (a) The Issuer hereby represents, warrants and covenants to the Bank that now and until all Obligations are paid in full Collateral Manager as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor : (i) The Issuer has been duly organized and is validly incorporated under the laws of the Cayman Islands, has the full power and authority as a limited liability company to own its assets and the securities proposed to be owned by it and included in the Collateral and to transact the business in which it is presently engaged and is duly qualified under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires, or the performance of its obligations under this Agreement or any other Transaction Document or the Securities would require, such qualification, except for failures to be so qualified, authorized or licensed that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Issuer or the ability of the Issuer to perform its obligations under, or on the validity or enforceability of, this Agreement and the Indenture. (ii) The Issuer has full power and authority as a limited liability company to execute, issue (with respect to the Securities only), deliver and perform all obligations required under the Securities and the Transaction Documents to which it is a party and has taken all action necessary to authorize the Securities and Transaction Documents on the terms and conditions hereof and thereof and the execution, delivery and performance of the Securities and the Transaction Documents and the performance of all obligations imposed upon it hereunder and thereunder. No consent of any other person including, without limitation, creditors of the Issuer, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Issuer in connection with the Securities and the Transaction Documents or the execution, delivery, performance, validity or enforceability of the Securities or Transaction Documents or the obligations imposed upon it hereunder or thereunder except as has been made or obtained. This Agreement constitutes, and each instrument or document required hereunder, when executed and delivered hereunder, shall constitute, the legally valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, subject, as to enforcement, to (a) the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Issuer and (b) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity). (iii) The execution, delivery and performance of the Transaction Documents, the Securities and the documents and instruments required hereunder shall not violate any provision of any existing law or regulation binding on or applicable to the Issuer, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on or applicable to the Issuer, or the Issuer Charter of, or any securities issued by, the Issuer or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Issuer is a party or by which the Issuer or any of its assets is or may be bound, the violation of which would have a material adverse effect on the business, operations, assets or financial condition of the Issuer, and shall not result in or require the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking (other than the lien of the Indenture). Without limiting the generality of the foregoing, the Issuer hereby represents and warrants to the Collateral Manager that the execution and delivery of the Securities and the Transaction Documents, and the performance by the respective parties thereto of the transactions contemplated thereunder does not conflict with any provision of law of the Cayman Islands or any provisions of the Issuer Charter. (iv) Neither the Issuer nor the pool of Collateral is required to be registered as an “investment company” under the Investment Company Act. (v) True and complete copies of each Transaction Document have been or, no later than the Closing Date, will be delivered to the Collateral Manager. The Issuer agrees to deliver a true and complete copy of each and every amendment to each Transaction Document to the Collateral Manager as promptly as practicable after its adoption or execution. (vi) The assets of the Issuer do not and will not at any time constitute the assets of any plan subject to the fiduciary responsibility part of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of any plan within the meaning of Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended. (b) The Collateral Manager hereby represents, warrants and covenants to the Issuer as follows: (i) The Collateral Manager is a limited liability company, duly organized, validly existing and in good standing under the laws of the jurisdiction State of Delaware and has full power and authority as a limited liability company to own its assets and to transact the business in which it was formedis currently engaged and is duly qualified as a limited liability company and is in good standing under the laws of each jurisdiction where the conduct of its business requires, (ii) duty qualified or the performance of this Agreement and authorized to do business in every jurisdiction the Indenture would require such qualification, except for those jurisdictions in which the failure to be so qualified might qualified, authorized or licensed would not have a material adverse effect on the business, operations, assets or financial condition of the Collateral Manager or on the ability of the Collateral Manager to perform its business obligations hereunder, or assets on the validity or enforceability of this Agreement and the provisions of the Indenture applicable to the Collateral Manager. (ii) The Collateral Manager is not and is not required to become a registered investment adviser under the United States Investment Advisers Act of 1940, as amended (the “Advisers Act”). (iii) The Collateral Manager has the full power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business to execute, deliver and operations perform this Agreement and all obligations required hereunder and under the provisions of the Indenture applicable to the Collateral Manager and has taken all necessary action to authorize this Agreement on the terms and conditions hereof and the ownership execution, delivery and performance of its assets in compliance with each this Agreement and all obligations required hereunder and under the terms of the Indenture applicable statute, regulation and to the Collateral Manager. No consent of any other lawperson, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrationscreditors of the Collateral Manager, and notices (no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the "Approvals") necessary Collateral Manager in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement or the obligations required hereunder or under the terms of the Indenture, applicable to the conduct Collateral Manager except as has been made or obtained and that no representation is made herein with respect to the requirements of Borrower's business and for Borrower's due issuance of this Note have state securities laws or regulations. This Agreement has been duly obtained authorized, executed and are in full force delivered by the Collateral Manager and effect without default by Borrower. Until this Agreement constitutes the Obligations are paid in full, Borrower shall provide to valid and legally binding obligations of the Bank upon requests in form and number of copies and by accountants satisfactory to Collateral Manager enforceable against the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared Collateral Manager in accordance with generality accepted accounting its terms, subject, as to enforcement, to (a) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Collateral Manager and (b) general equitable principles (regardless of whether enforceability of such principles is considered in a proceeding at law or in equity). (iv) The execution, delivery and performance of this Agreement and the terms of the Indenture applicable to present fairly the results Collateral Manager and the documents and instruments required hereunder do not violate any provision of Borrower's operations and cash flows and any existing law or regulation binding the Collateral Manager (except that no representation is made herein with respect to the requirements of state securities laws or regulations), or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Collateral Manager, or the constituting documents of, or any securities issued by the Collateral Manager or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Collateral Manager is a party or by which the Collateral Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial position in conformity with such principlescondition of the Collateral Manager, and shall not result in or require the creation or imposition of any lien on any of its property, assets or revenues pursuant to be correctthe provisions of any such mortgage, complete and in accordance with Borrower's records. Promptly indenture, lease, contract or other agreement, instrument or undertaking. (v) There is no charge, investigation, action, suit or proceeding before or by any court pending or, to the best knowledge of the Collateral Manager, threatened that, if determined adversely to the Collateral Manager, would have a material adverse effect upon the request performance by the Collateral Manager of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to duties under this Agreement. (vi) The (A) visit sections relating to the Collateral Manager entitled “The Collateral Manager” contained in the Offering Circular and inspect (B) information relating to the Collateral Manager contained in the marketing materials prepared in connection with the offering of the Securities and approved by the Collateral Manager (such sections and information referred to in clauses (A) and (B) above, collectively, the “Collateral Manager Information”) do not purport to provide the scope of disclosure required to be included in a prospectus with respect to a registrant in connection with the offer and sale of securities of such registrant registered under the Securities Act. Within such scope of disclosure, however, (i) as of the date of the Offering Circular, the Collateral Manager Information therein and (ii) as of the date of the marketing materials referred to in clause (B) above, the Collateral Manager Information therein, in each case, accurately restates the information provided by the Collateral Manager and is true in all material respects and does not omit to state any material fact necessary in order to make the statements therein, in light of Borrower's premises the circumstances under which they were made, not misleading. (vii) The Collateral Manager hereby agrees and consents to the Collateralterms set forth in Section 15.1 of the Indenture applicable to the Collateral Manager and shall perform any provisions of the Indenture made expressly applicable to the Collateral Manager by the Indenture as required by Section 15.1 of the Indenture. (viii) Neither the Collateral Manager nor any of its Affiliates is in violation of any federal or state securities law (including the Advisers Act) or regulation promulgated thereunder and there is no charge, investigation, action, suit or proceeding before or by any court or regulatory agency pending or, to the best knowledge of the Collateral Manager, threatened that, in any case, would have an adverse effect upon the ability of the Collateral Manager to perform its duties under this Agreement or the Indenture. (c) The Collateral Manager makes no representation, express or implied, with respect to the Issuer or the disclosure with respect to the Issuer.

Representations, Warranties and Covenants. To induce Lender to enter into this Agreement, Borrower represents, warrants and covenants as follows (it being understood that (i) each such representation and warranty will be deemed remade as of the date on which each Loan is made and each Credit Accommodation is provided and shall not be affected by any knowledge of, or any investigation by, Lender, and (ii) the accuracy of each such representation, warranty and covenant will be a condition to the Bank that now each Loan and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose Credit Accommodation): Existence and not for any personal, family or household purposeAuthority. Borrower is an entity or a sole proprietor (i) duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty of its incorporation or formation. Borrower is qualified and authorized licensed to do business in every jurisdiction all jurisdictions in which any failure to be do so qualified might would have a material adverse effect on Borrower. The execution, delivery and performance by Borrower of this Agreement and all of the other Loan Documents have been duly and validly authorized, do not violate Borrower's articles or certificate of incorporation, by-laws or other organizational documents, or any law or any agreement or instrument or any court order which is binding upon Borrower or its property, do not constitute grounds for acceleration of any indebtedness or obligation under any agreement or instrument which is binding upon Borrower or its property, and do not require the consent of any Person. This Agreement and such other Loan Documents have been duly executed and delivered by, and are enforceable against, Borrower, and all other Obligors who have signed them, in accordance with their respective terms. Sections 9(g) and 9(h) of Schedule A set forth the ownership of Borrower and the names and ownership of Borrower's Subsidiaries as of the date of this Agreement. Name; Trade Names and Styles. The name of Borrower set forth in the heading to this Agreement is its correct and complete legal name as of the date hereof. Listed in Sections 9(a), 9(b) and 9(c) of Schedule A are all prior names of Borrower and all of Borrower's present and prior trade names. Borrower shall give Lender at least thirty days' prior written notice before changing its name or doing business under any other name. Borrower has complied with all laws relating to the conduct of business under a fictitious business name. Borrower represents and warrants that (i) each trade name does not refer to another corporation or assets other legal entity; (ii) all Accounts invoiced under any such trade names are owned exclusively by Borrower and are subject to the security interest of Lender and the other terms of this Agreement and (iii) all schedules of Accounts, including any sales made or services rendered using any trade name shall show Borrower's name as assignor. Title to Collateral; Permitted Liens. Borrower has good and marketable title to the power Collateral. The Collateral now is and authority will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Lender now has, and will continue to own have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form and substance acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of its assets any such third party. Borrower will keep in full force and to use them as contemplated effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the futurefuture may be located. The execution Accounts and Chattel Paper. As of each date reported by Borrower, all Accounts which Borrower has reported to Lender as being Eligible Accounts comply in all respects with the criteria for eligibility established by Lender and in effect at such time. All Accounts and Chattel Paper are genuine and in all respects what they purport to be, arise out of a completed, bona fide and unconditional and non-contingent sale and delivery to of goods or rendition of services by Borrower in the Bank ordinary course of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request terms and conditions of all purchase orders, contracts or other documents relating thereto, each Account Debtor thereunder had the Bank from capacity to contract at the time any contract or other document giving rise to time. Borrowers shall supply all additional information requested such Accounts and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises Chattel Paper were executed, and the Collateraltransactions giving rise to such Accounts and Chattel Paper comply with all applicable laws and governmental rules and regulations. Intentionally Omitted.

Representations, Warranties and Covenants. Borrower represents, warrants and covenants to (a) If the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or not a sole proprietor natural person, (ia) the Borrower has been duly organized and is validly existing and in good standing under the laws of the its jurisdiction in which it was formedof its organization, (iib) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) the Borrower has the requisite power and authority to own each enter into and perform this Agreement and the Note, (c) the execution, delivery and performance of its assets the Agreement and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporaterequisite action by the Borrower and (d) the execution, partnership or limited liability company or partnership actions. Borrower conducts its business delivery and operations performance of this Agreement and the ownership Note by the Borrower do not conflict with or result in a violation of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business articles, or by-laws or any other organizational document or document or agreement governing the activities of the Borrower. This Agreement and for Borrower's due issuance of this the Note have been duly obtained executed and delivered by the Borrower and are legal, valid and binding obligations of the Borrower enforceable against the Borrower in full force accordance with their respective terms. The Borrower is not a party to any agreement, instrument, order, writ, judgment or decree, and effect without default by the assets and/or properties of the Borrower are not subject to any of the foregoing, with respect to which the entering into of this Agreement and the Note, and the Borrower's borrowing hereunder, constitutes a violation or default. Until No approval, authorization or other action by, or filing with, any governmental authority is required in connection with the Obligations are paid in fullexecution, delivery or performance of this Agreement or the Note. (b) The Borrower shall provide furnish to the Bank Lender, immediately upon requests in form becoming aware of the existence of any condition or event which constitutes, or with the passage of time would constitute, an Event of Default, written notice specifying the nature and number period of copies existence thereof and by accountants satisfactory the action which the Borrower is taking or proposes to take with respect thereto. (c) Upon reasonable prior notice to the BankBorrower, within 90 days the Lender may visit and inspect the properties of the Borrower and examine its books of account and records. In addition, the Lender may discuss with the Borrower and its independent auditors such matters as may be desirable. The Lender shall exercise such rights at such reasonable times as the Lender may desire. (d) The Borrower shall deliver or cause to be delivered to the Lender as soon as available after the end close of each fiscal year the balance sheet of the Borrower as of the end of such fiscal year and all related financial statements of Borrower, . Such delivery shall constitute Borrower's certification that such financial statements of income and cash flows and present fairly the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers Borrower. (e) If the Borrower is a legal entity, the Borrower shall supply not merge or consolidate with or into, or sell substantially all additional information requested its assets to, any other person without the prior written consent of the Lender except that the Borrower may merge into (i) any directly and shall permit wholly owned subsidiary of the Bank and Borrower or (ii) its agents to sole equityholder (Aif applicable) visit and inspect each of Borrowerwithout such Lender's premises and the Collateralconsent.

Representations, Warranties and Covenants. Borrower Except as disclosed in that certain Phase I Environmental Site Assessment Update dated February 18, 2003, prepared by URS Corporation (a copy of which has been provided by Grantor to Beneficiary), Grantor represents, warrants warrants, covenants and covenants agrees as follows: (a) To Grantor’s knowledge, neither Grantor nor the Property or any occupant thereof is in material violation of or subject to any existing, pending or threatened investigation or inquiry by any governmental authority pertaining to any Environmental Law. Grantor shall not cause or permit the Property to be in violation in any material respect of, or do anything which would subject the Property to any remedial obligations under, any Environmental Law, and shall promptly notify Beneficiary in writing of any existing, pending or threatened investigation or inquiry of which Xxxxxxx has knowledge by any governmental authority in connection with any Environmental Law. In addition, Grantor shall provide Beneficiary with copies of any and all material written communications with any governmental authority in connection with any violation of any Environmental Law, concurrently with Grantor’s giving or promptly after Xxxxxxx’s receiving of same. (b) To Grantor’s knowledge, no material release, spill, discharge, leak, disposal or emission (individually a “Release” and collectively, “Releases”) of a Hazardous Material, Hazardous Substance or Hazardous Waste, including gasoline, petroleum products, explosives, toxic substances, solid wastes and radioactive materials in any material amount (collectively, “Hazardous Substances”) has occurred, nor are there any visible signs of, any Release(s) at, upon, under or within the Property. During the term of this Deed of Trust, to the Bank that now extent required by any Environmental Laws, Grantor shall remove or remediate any Release at the Property promptly upon discovery at its sole cost and until all Obligations are paid in full as follows: The Loan proceeds shall expense. (c) To Grantor’s knowledge, the Property has never been used by the previous owners and/or operators nor has it or will it be used only by Grantor during the term of this Deed of Trust to refine, produce, store, handle, transfer, process, transport, generate, manufacture, heat, treat, recycle or dispose of Hazardous Substances, except for a such quantities as are handled in accordance with applicable manufacturers’ instructions and Environmental Laws and in proper storage containers as are necessary for the operation of the commercial business purpose and not for any personal, family of Grantor or household purpose. Borrower is an entity or a sole proprietor its tenants (“Permitted Substances”). (d) The Property: (i) duly organized is being and existing has been operated by Grantor in material compliance in all material respects with all Environmental Laws, and all permits required thereunder have been obtained and complied with in good standing under the laws of the jurisdiction in which it was formed, all material respects; and (ii) duty qualified does not have any Hazardous Substances present excepting Permitted Substances. (e) Grantor will, and authorized to do business will cause its tenants to, operate the Property in every jurisdiction in which failure compliance with all Environmental Laws and, other than Permitted Substances, will not place or permit to be so qualified might have a material adverse effect placed any Hazardous Substances on its business or assets and the Property. (iiif) has During Xxxxxxx’s period of ownership of the power and authority to own each of its assets Real Estate, and to use them Grantor’s knowledge prior thereto, no lien has been attached to or threatened to be imposed upon the Property, and, to Grantor’s knowledge, there is no basis for the imposition of any such lien based on any governmental action under Environmental Laws. In the event that any environmental lien is filed against the Property, Grantor shall, within thirty (30) days from the date that Grantor is given notice of such lien (or within such shorter period of time as contemplated now or is appropriate in the future. The execution and delivery event that steps have commenced to have the Bank of this Note Property sold), either: (i) are in furtherance of Borrower's purposes pay the claim and within its power and authorityremove the lien from the Property; or (ii) do not violate (A) any law or judgment or order or court furnish a cash deposit, bond or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests reasonably satisfactory in form and number substance to Beneficiary in an amount sufficient to discharge the claim out of copies and by accountants satisfactory to which the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collaterallien arises.

Representations, Warranties and Covenants. Borrower Except as disclosed in that certain Phase I Environmental Site Assessment prepared by URS Corporation (a copy of which has been provided by Mortgagor to Mortgagee), Mortgagor represents, warrants warrants, covenants and covenants agrees as follows: (a) To Mortgagor’s knowledge, neither Mortgagor nor the Property or any occupant thereof is in material violation of or subject to any existing, pending or threatened investigation or inquiry by any governmental authority pertaining to any Environmental Law. Mortgagor shall not cause or permit the Property to be in violation in any material respect of, or do anything which would subject the Property to any remedial obligations under, any Environmental Law, and shall promptly notify Mortgagee in writing of any existing, pending or threatened investigation or inquiry of which Mortgagor has knowledge by any governmental authority in connection with any Environmental Law. In addition, Mortgagor shall provide Mortgagee with copies of any and all material written communications with any governmental authority in connection with any violation of any Environmental Law, concurrently with Mortgagor’s giving or promptly after Mortgagor’s receiving of same. (b) To Mortgagor’s knowledge, no material release, spill, discharge, leak, disposal or emission (individually, a “Release” and, collectively, “Releases”) of a Hazardous Material (as defined in the Credit Agreement), including gasoline, petroleum products, explosives, toxic substances, solid wastes and radioactive materials in any material amount (collectively, “Hazardous Substances”) has occurred, nor are there any visible signs of, any Release(s) at, upon, under or within the Property. During the term of this Mortgage, to the Bank that now extent required by any Environmental Laws, Mortgagor shall remove or remediate any Release at the Property promptly upon discovery at its sole cost and until all Obligations are paid in full as follows: The Loan proceeds shall expense. (c) To Mortgagor’s knowledge, the Property has never been used by the previous owners and/or operators nor has it or will it be used only by Mortgagor during the term of this Mortgage to refine, produce, store, handle, transfer, process, transport, generate, manufacture, heat, treat, recycle or dispose of Hazardous Substances, except for a such quantities as are handled in accordance with applicable manufacturers’ instructions and Environmental Laws and in proper storage containers as are necessary for the operation of the commercial business purpose and not for any personal, family of Mortgagor or household purpose. Borrower is an entity or a sole proprietor its tenants (“Permitted Substances”). (d) The Property: (i) duly organized is being and existing has been operated by Mortgagor in compliance in all material respects with all Environmental Laws, and all permits required thereunder have been obtained and complied with in good standing under the laws of the jurisdiction in which it was formed, all material respects; and (ii) duty qualified does not have any Hazardous Substances present excepting Permitted Substances. (e) Mortgagor will, and authorized to do business will cause its tenants to, operate the Property in every jurisdiction in which failure material compliance with all Environmental Laws and, other than Permitted Substances, will not place or permit to be so qualified might have a material adverse effect placed any Hazardous Substances on its business or assets and the Property. (iiif) has During Mortgagor’s period of ownership of the power and authority to own each of its assets Real Estate, and to use them Mortgagor’s knowledge prior thereto, no lien has been attached to or threatened to be imposed upon the Property, and, to Mortgagor’s knowledge, there is no basis for the imposition of any such lien based on any governmental action under Environmental Laws. In the event that any environmental lien is filed against the Property, Mortgagor shall, within thirty (30) days from the date that Mortgagor is given notice of such lien (or within such shorter period of time as contemplated now or is appropriate in the future. The execution and delivery event that steps have commenced to have the Bank of this Note Property sold), either: (i) are in furtherance of Borrower's purposes pay the claim and within its power and authorityremove the lien from the Property; or (ii) do not violate (A) any law or judgment or order or court furnish a cash deposit, bond or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests reasonably satisfactory in form and number substance to Mortgagee in an amount sufficient to discharge the claim out of copies and by accountants satisfactory to which the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collaterallien arises.

Representations, Warranties and Covenants. Borrower Except as disclosed in that certain Phase I Environmental Site Assessment Update dated February 18, 2003, prepared by URS Corporation (a copy of which has been provided by Mortgagor to Mortgagee), Mortgagor represents, warrants warrants, covenants and covenants agrees as follows: (a) To Mortgagor’s knowledge, neither Mortgagor nor the Property or any occupant thereof is in material violation of or subject to any existing, pending or threatened investigation or inquiry by any governmental authority pertaining to any Environmental Law. Mortgagor shall not cause or permit the Property to be in violation in any material respect of, or do anything which would subject the Property to any remedial obligations under, any Environmental Law, and shall promptly notify Mortgagee in writing of any existing, pending or threatened investigation or inquiry of which Mortgagor has knowledge by any governmental authority in connection with any Environmental Law. In addition, Mortgagor shall provide Mortgagee with copies of any and all material written communications with any governmental authority in connection with any violation of any Environmental Law, concurrently with Mortgagor’s giving or promptly after Mortgagor’s receiving of same. (b) To Mortgagor’s knowledge, no material release, spill, discharge, leak, disposal or emission (individually a “Release” and collectively, “Releases”) of a Hazardous Material (as defined in the Credit Agreement), including gasoline, petroleum products, explosives, toxic substances, solid wastes and radioactive materials in any material amount (collectively, “Hazardous Substances”) has occurred, nor are there any visible signs of, any Release(s) at, upon, under or within the Property. During the term of this Mortgage, to the Bank that now extent required by any Environmental Laws, Mortgagor shall remove or remediate any Release at the Property promptly upon discovery at its sole cost and until all Obligations are paid in full as follows: The Loan proceeds shall expense. (c) To Mortgagor’s knowledge, the Property has never been used by the previous owners and/or operators nor has it or will it be used only by Mortgagor during the term of this Mortgage to refine, produce, store, handle, transfer, process, transport, generate, manufacture, heat, treat, recycle or dispose of Hazardous Substances, except for a such quantities as are handled in accordance with applicable manufacturers’ instructions and Environmental Laws and in proper storage containers as are necessary for the operation of the commercial business purpose and not for any personal, family of Mortgagor or household purpose. Borrower is an entity or a sole proprietor its tenants (“Permitted Substances”). (d) The Property: (i) duly organized is being and existing has been operated by Mortgagor in compliance in all material respects with all Environmental Laws, and all permits required thereunder have been obtained and complied with in good standing under the laws of the jurisdiction in which it was formed, all material respects; and (ii) duty qualified does not have any Hazardous Substances present excepting Permitted Substances. (e) Mortgagor will, and authorized to do business will cause its tenants to, operate the Property in every jurisdiction in which failure material compliance with all Environmental Laws and, other than Permitted Substances, will not place or permit to be so qualified might have a material adverse effect placed any Hazardous Substances on its business or assets and the Property. (iiif) has During Mortgagor’s period of ownership of the power and authority to own each of its assets Real Estate, and to use them Mortgagor’s knowledge prior thereto, no lien has been attached to or threatened to be imposed upon the Property, and, to Mortgagor’s knowledge, there is no basis for the imposition of any such lien based on any governmental action under Environmental Laws. In the event that any environmental lien is filed against the Property, Mortgagor shall, within thirty (30) days from the date that Mortgagor is given notice of such lien (or within such shorter period of time as contemplated now or is appropriate in the future. The execution and delivery event that steps have commenced to have the Bank of this Note Property sold), either: (i) are in furtherance of Borrower's purposes pay the claim and within its power and authorityremove the lien from the Property; or (ii) do not violate (A) any law or judgment or order or court furnish a cash deposit, bond or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests reasonably satisfactory in form and number substance to Mortgagee in an amount sufficient to discharge the claim out of copies and by accountants satisfactory to which the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collaterallien arises.

Representations, Warranties and Covenants. Borrower representsIn addition to the continuing representations, warrants warranties and covenants heretofore or hereafter made by Borrowers or Guarantors to Agent and Lenders pursuant to the Bank that now other Financing Agreements, Borrowers and until all Obligations Guarantors hereby represent, warrant and covenant with and to Agent and Lenders as follows (which representations, warranties and covenants are paid in full as follows: The Loan proceeds continuing and shall survive the execution and delivery hereof and shall be used only for incorporated into and made a business purpose and not for any personalpart of the Financing Agreements): (a) As of the filing of the Certificate of Merger with respect to the Mergers with the Ohio Secretary of State, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized the Mergers are valid and existing effective in accordance with the Merger Agreements and in good standing under the laws corporation statutes of the jurisdiction in which it was formedState of Ohio and Huffy shall be the surviving corporation pursuant to the Mergers, (ii) duty qualified all actions and authorized to do business in every jurisdiction in which failure to be so qualified might proceedings required by the Merger Agreements, applicable law and regulation have a material adverse effect on its business or assets been taken and the transactions required thereunder have been duly and validly taken and consummated, and (iii) no court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the power and authority to own each of its assets and to use them as contemplated now or transactions described in the future. Merger Agreements and no government action or proceeding has been threatened or commenced seeking any injunction, restraining order or other order which seeks to void or otherwise modify the transactions described in the Merger Agreements. (b) The execution Mergers and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) other arrangements contemplated herein do not violate (A) any law or judgment regulation or any order or decree of any court or other governmental authority instrumentality in any respect and do not and will not conflict with or of any arbitrator result in the breach of, or (B) Borrower's governing documents, constitute a default under in any agreement binding on Borrowerrespect under, any agreement, document or instrument to which any Borrowers or Guarantors is a party or may be bound, or result in a lien on the creation or imposition of any assets lien, charge or encumbrance upon any of the property of any Borrower or Guarantor or violate any provision of the Certificate of Incorporation or By-Laws of any Borrower or Guarantor. (other than c) Borrowers and Guarantors have delivered, or caused to be delivered, to Agent, true, correct and complete copies of the security interest granted hereunder); Merger Agreements, PROVIDED THAT, Agent shall have received the Certificate of Merger indicating that it has been filed with and accepted by the Ohio Secretary of State. (iiid) have This Amendment has been duly authorized authorized, executed and delivered by all necessary corporateBorrowers and Guarantors, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership agreements and obligations of its assets in compliance with each applicable statuteBorrowers and Guarantors contained herein constitute legal, regulation valid and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrationsbinding obligations of Borrowers and Guarantors, and notices (the "Approvals") necessary to the conduct of Borrower's business are enforceable against Borrowers and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared Guarantors in accordance with generality accepted accounting principles their respective terms. (e) No Event of Default exists on the date of this Amendment (after giving effect to present fairly the results of Borrower's operations and cash flows and its financial position amendments to the Loan Agreement provided in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralthis Amendment).

Representations, Warranties and Covenants. Borrower Except as disclosed in the Phase I environmental report prepared by URS Corporation, Mortgagor represents, warrants warrants, covenants and covenants agrees as follows: (a) To Mortgagor's knowledge, neither Mortgagor nor the Property or any occupant thereof is in violation of or subject to any existing, pending or threatened investigation or inquiry by any governmental authority pertaining to any Environmental Law. Mortgagor shall not cause or permit the Property to be in violation in any material respect of, or do anything which would subject the Property to any remedial obligations under, any Environmental Law, and shall promptly notify Mortgagee in writing of any existing, pending or threatened investigation or inquiry of which Mortgagor has knowledge by any governmental authority in connection with any Environmental Law. In addition, Mortgagor shall provide Mortgagee with copies of any and all material written communications with any governmental authority in connection with any violation of any Environmental Law, concurrently with Mortgagor's giving or promptly after Mortgagor's receiving of same. (b) There are no visible signs of any release, spill, discharge, leak, disposal or emission (individually a "Release" and collectively, "Releases") of any Hazardous Material, Hazardous Substance or Hazardous Waste, including gasoline, petroleum products, explosives, toxic substances, solid wastes and radioactive materials (collectively, "Hazardous Substances") at, upon, under or within the Property. During the term of this Mortgage, to the Bank that now extent required by any Environmental Laws, Mortgagor shall remove or remediate any Release at the Property promptly upon discovery at its sole cost and until all Obligations are paid in full as follows: The Loan proceeds shall expense. (c) To Mortgagor's knowledge, the Property has never been used by the previous owners and/or operators nor has or will be used only by Mortgagor during the term of this Mortgage to refine, produce, store, handle, transfer, process, transport, generate, manufacture, heat, treat, recycle or dispose of Hazardous Substances, except for a such quantities as are handled in accordance with applicable manufacturers' instructions and Environmental Laws and in proper storage containers as are necessary for the operation of the commercial business purpose and not for any personal, family of Mortgagor or household purpose. Borrower is an entity or a sole proprietor its tenants ("Permitted Substances"). (d) The Property: (i) duly organized is being and existing has been operated by Mortgagor in compliance in all material respects with all Environmental Laws, and all permits required thereunder have been obtained and complied with in good standing under the laws of the jurisdiction in which it was formed, all material respects; and (ii) duty qualified does not have any Hazardous Substances present excepting Permitted Substances. (e) Mortgagor will and authorized will cause its tenants to do business operate the Property in every jurisdiction compliance in which failure all material respects with all Environmental Laws and, other than Permitted Substances, will not place or permit to be so qualified might have a material adverse effect placed any Hazardous Substances on its business or assets and the Property. (iiif) has During Mortgagor's period of ownership of the power and authority to own each of its assets Real Estate, and to use them Mortgagor's knowledge prior thereto, no lien has been attached to or threatened to be imposed upon the Property, and, to Mortgagor's knowledge, there is no basis for the imposition of any such lien based on any governmental action under Environmental Laws. In the event that any environmental lien is filed against the Property, Mortgagor shall, within (30) days from the date that Mortgagor is given notice of such lien (or within such shorter period of time as contemplated now or is appropriate in the future. The execution and delivery event that steps have commenced to have the Bank of this Note Property sold), either: (i) are in furtherance of Borrower's purposes pay the claim and within its power and authorityremove the lien from the Property; or (ii) do not violate (A) any law or judgment or order or court furnish a cash deposit, bond or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests reasonably satisfactory in form and number substance to Mortgagee in an amount sufficient to discharge the claim out of copies and by accountants satisfactory to which the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collaterallien arises.

Representations, Warranties and Covenants. Borrower (a) The Issuer hereby represents, warrants and covenants to the Bank that now and until all Obligations are paid in full Collateral Manager as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor : (i) The Issuer has been duly organized incorporated and is validly incorporated under the laws of the Cayman Islands, has the full power and authority as a limited liability company to own its assets and the securities proposed to be owned by it and included in the Collateral and to transact the business in which it is presently engaged and is duly qualified under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires, or the performance of its obligations under this Agreement or any other Transaction Document or the Securities would require, such qualification, except for failures to be so qualified, authorized or licensed that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Issuer or the ability of the Issuer to perform its obligations under, or on the validity or enforceability of, this Agreement and the Indenture. (ii) The Issuer has full power and authority as a limited liability company to execute, issue (with respect to the Securities only), deliver and perform all obligations required under the Securities and the Transaction Documents to which it is a party and has taken all action necessary to authorize the Securities and Transaction Documents on the terms and conditions hereof and thereof and the execution, delivery and performance of the Securities and the Transaction Documents and the performance of all obligations imposed upon it hereunder and thereunder. No consent of any other person including, without limitation, creditors of the Issuer, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Issuer in connection with the Securities and the Transaction Documents or the execution, delivery, performance, validity or enforceability of the Securities or Transaction Documents or the obligations imposed upon it hereunder or thereunder except as has been made or obtained. This Agreement constitutes, and each instrument or document required hereunder, when executed and delivered hereunder, shall constitute, the legally valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, subject, as to enforcement, to (a) the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Issuer and (b) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity). (iii) The execution, delivery and performance of the Transaction Documents, the Securities and the documents and instruments required hereunder shall not violate any provision of any existing law or regulation binding on or applicable to the Issuer, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on or applicable to the Issuer, or the Issuer Charter of, or any securities issued by, the Issuer or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Issuer is a party or by which the Issuer or any of its assets is or may be bound, the violation of which would have a material adverse effect on the business, operations, assets or financial condition of the Issuer, and shall not result in or require the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking (other than the lien of the Indenture). Without limiting the generality of the foregoing, the Issuer hereby represents and warrants to the Collateral Manager that the execution and delivery of the Securities and the Transaction Documents, and the performance by the respective parties thereto of the transactions contemplated thereunder does not conflict with any provision of law of the Cayman Islands or any provisions of the Issuer Charter. (iv) Neither the Issuer nor the pool of Collateral is required to be registered as an “investment company” under the Investment Company Act. (v) True and complete copies of each Transaction Document have been or, no later than the Closing Date, will be delivered to the Collateral Manager. The Issuer agrees to deliver a true and complete copy of each and every amendment to each Transaction Document to the Collateral Manager as promptly as practicable after its adoption or execution. (vi) The assets of the Issuer do not and will not at any time constitute the assets of any plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or of any plan within the meaning of Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended. (b) The Collateral Manager hereby represents, warrants and covenants to the Issuer as follows: (i) The Collateral Manager is a limited liability company, duly organized, validly existing and in good standing under the laws of the jurisdiction State of Delaware and has full power and authority as a limited liability company to own its assets and to transact the business in which it was formedis currently engaged and is duly qualified as a limited liability company and is in good standing under the laws of each jurisdiction where the conduct of its business requires, (ii) duty qualified or the performance of this Agreement and authorized to do business in every jurisdiction the Indenture would require such qualification, except for those jurisdictions in which the failure to be so qualified might qualified, authorized or licensed would not have a material adverse effect on the business, operations, assets or financial condition of the Collateral Manager or on the ability of the Collateral Manager to perform its business obligations hereunder, or assets on the validity or enforceability of this Agreement and the provisions of the Indenture applicable to the Collateral Manager. (ii) The Collateral Manager is not and is not required to become a registered investment adviser under the United States Investment Advisers Act of 1940, as amended (the “Advisers Act”). (iii) The Collateral Manager has the full power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business to execute, deliver and operations perform this Agreement and all obligations required hereunder and under the provisions of the Indenture applicable to the Collateral Manager and has taken all necessary action to authorize this Agreement on the terms and conditions hereof and the ownership execution, delivery and performance of its assets in compliance with each this Agreement and all obligations required hereunder and under the terms of the Indenture applicable statute, regulation and to the Collateral Manager. No consent of any other lawperson, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrationscreditors of the Collateral Manager, and notices (no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the "Approvals") necessary Collateral Manager in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement or the obligations required hereunder or under the terms of the Indenture, applicable to the conduct Collateral Manager except as has been made or obtained and that no representation is made herein with respect to the requirements of Borrower's business and for Borrower's due issuance of this Note have state securities laws or regulations. This Agreement has been duly obtained authorized, executed and are in full force delivered by the Collateral Manager and effect without default by Borrower. Until this Agreement constitutes the Obligations are paid in full, Borrower shall provide to valid and legally binding obligations of the Bank upon requests in form and number of copies and by accountants satisfactory to Collateral Manager enforceable against the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared Collateral Manager in accordance with generality accepted accounting its terms, subject, as to enforcement, to (a) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Collateral Manager and (b) general equitable principles (regardless of whether enforceability of such principles is considered in a proceeding at law or in equity). (iv) The execution, delivery and performance of this Agreement and the terms of the Indenture applicable to present fairly the results Collateral Manager and the documents and instruments required hereunder do not violate any provision of Borrower's operations and cash flows and any existing law or regulation binding the Collateral Manager (except that no representation is made herein with respect to the requirements of state securities laws or regulations), or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Collateral Manager, or the constituting documents of, or any securities issued by the Collateral Manager or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Collateral Manager is a party or by which the Collateral Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial position in conformity with such principlescondition of the Collateral Manager, and shall not result in or require the creation or imposition of any lien on any of its property, assets or revenues pursuant to be correctthe provisions of any such mortgage, complete and in accordance with Borrower's records. Promptly indenture, lease, contract or other agreement, instrument or undertaking. (v) There is no charge, investigation, action, suit or proceeding before or by any court pending or, to the best knowledge of the Collateral Manager, threatened that, if determined adversely to the Collateral Manager, would have a material adverse effect upon the request performance by the Collateral Manager of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to duties under this Agreement. (vi) The (A) visit sections relating to the Collateral Manager entitled “The Collateral Manager” contained in the Offering Circular and inspect (B) information relating to the Collateral Manager contained in the marketing materials prepared in connection with the offering of the Securities and approved by the Collateral Manager (such sections and information referred to in clauses (A) and (B) above, collectively, the “Collateral Manager Information”) do not purport to provide the scope of disclosure required to be included in a prospectus with respect to a registrant in connection with the offer and sale of securities of such registrant registered under the Securities Act. Within such scope of disclosure, however, (i) as of the date of the Offering Circular, the Collateral Manager Information therein and (ii) as of the date of the marketing materials referred to in clause (B) above, the Collateral Manager Information therein, in each case, accurately restates the information provided by the Collateral Manager and is true in all material respects and does not omit to state any material fact necessary in order to make the statements therein, in light of Borrower's premises the circumstances under which they were made, not misleading. (vii) The Collateral Manager hereby agrees and consents to the Collateralterms set forth in Section 15.1 of the Indenture applicable to the Collateral Manager and shall perform any provisions of the Indenture made expressly applicable to the Collateral Manager by the Indenture as required by Section 15.1 of the Indenture. (viii) Neither the Collateral Manager nor any of its Affiliates is in violation of any federal or state securities law (including the Advisers Act) or regulation promulgated thereunder and there is no charge, investigation, action, suit or proceeding before or by any court or regulatory agency pending or, to the best knowledge of the Collateral Manager, threatened that, in any case, would have an adverse effect upon the ability of the Collateral Manager to perform its duties under this Agreement or the Indenture. (c) The Collateral Manager makes no representation, express or implied, with respect to the Issuer or the disclosure with respect to the Issuer.

Representations, Warranties and Covenants. Borrower represents, warrants and covenants as follows: (1) Except as set forth in Schedule 3(b)(1), Borrower has (or will have at the time it acquires rights in Collateral hereafter arising) and will maintain so long as the Security Interests may remain outstanding, absolute title to each item of Collateral and all proceeds thereof, free and clear of all interests, liens, attachments, encumbrances and security interests except the Bank Security Interests and as provided herein and except as Lender may otherwise agree in writing. Borrower will defend the Collateral against all claims or demands of all persons (other than Lender) claiming the Collateral or any interest therein. Borrower will not sell or otherwise dispose of the Collateral or any interest therein, except the sale of inventory in the ordinary course of Borrower's business, without Lender's prior written consent. Notwithstanding the foregoing, prior to an Event of Default Borrower may sell up to $25,000 worth of equipment per fiscal year for fair market value, provided that now and until all Obligations the proceeds are paid to Lender. Borrower's interest in full as follows: the Collateral is freely transferable to any person, without condition, limitation, jurisdiction or restriction of governmental authority, or any other qualification whatsoever. (2) Borrower does business solely under its own name and trade names (if any) set forth below. The Loan proceeds shall be used only for a place(s) of business purpose and not for any personalchief executive office of Borrower are located at the address(es) set forth below, family or household purposeand all tangible Collateral is located at such address(es). Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws All of the jurisdiction in which it was formed, (ii) duty qualified and authorized Borrower's records relating to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) the Collateral are kept at its chief executive office. Borrower will not permit any tangible Collateral or any records pertaining to Collateral to be located in any state or area in which, in the event of such location, a financing statement covering such Collateral would be required to be, but has not in fact been, filed in order to perfect the power and authority to own each Security interests. Borrower will not change its name, identity or corporate structure or the location of its assets place of business, without prior written notice to Lender. (3) None of the Collateral is or will become a fixture on real estate, unless a sufficient fixture filing is in effect with respect thereto. (4) Each account and other right to payment and each instrument, document, chattel paper and other agreement constituting or evidencing Collateral is (or, in the case of all future Collateral, will be when arising or issued) the valid genuine and legally enforceable obligation, subject to no defense, setoff or counterclaim, of the account debtor or other obligor named therein or in Borrower's records pertaining thereto as being obligated to pay such obligation. Borrower will not modify, amend, subordinate, cancel or terminate the obligation of any such account debtor or other obligor, without Lender's prior written consent. (5) Borrower will keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts. (6) Borrower will promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interests. (7) Borrower will keep all Collateral free and clear of all security interests, liens and encumbrances except the Security Interests and as provided herein and except other security interests approved in writing by Lender. (8) Borrower will at all reasonable times permit Lender or its representatives to examine or inspect any Collateral, or any evidence of Collateral, wherever located. (9) Borrower will promptly notify Lender of any loss of or material damage to any Collateral or of any substantial adverse change, known to Borrower, in any Collateral or the prospect of payment thereof. (10) Upon request by Lender, whether such request is made before or after the occurrence of any Event of Default, Borrower will promptly deliver to Lender a pledge of all instruments, documents and chattel papers constituting Collateral, duly endorsed or assigned by Borrower. (11) Borrower will at all times keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (for Collateral consisting of motor vehicles) and such other risks and in such amounts as Lender may reasonably request, with any loss payable to Lender to the extent of its interest. (12) Borrower will use and keep the Collateral, and will require that others use and keep the Collateral, only for lawful purposes, without violation of any federal, state or local law, statute or ordinance. (13) Borrower from time to time will execute and deliver or endorse any and all instruments, documents, conveyances, assignments, security agreements, financing statements and other agreements and writings which Lender may reasonably request in order to secure, protect, perfect or enforce the Security Interests or the rights of Lender under this Agreement (but any failure to request or assure that Borrower executes, delivers or endorses any such item shall not affect or impair the validity, sufficiency or enforceability of this Agreement and the Security Interests, regardless of whether any such item was or was not executed, delivered or endorsed in a similar context or on a prior occasion). Without limitation, Borrower agrees to use them as contemplated now its best efforts to obtain whatever consents and assignments Lender requests from licensors of the Borrower to protect Lender's right to market inventory collateral without unreasonable restrictions following the occurrence of an Event of Default. (14) The proper places to file financing statements to perfect the Security Interests are the Secretary of State, Minnesota; the Day County Recorder, South Dakota; Xxxxx County Recorder, South Dakota; Xxxxxxx County Recorder, South Dakota; Xxxxxxxx County Recorder, South Dakota; Xxxxxxx Mix County Recorder, South Dakota; Grant County Recorder, South Dakota; the Secretary of State, New York; the Secretary of State, Illinois; and the Secretary of State, Georgia. When the financing statements heretofore signed by Borrower are filed there, Lender will have valid and perfected security interests in the Collateral, subject to no prior security interest, assignment, lien or encumbrance (except interests, if any, specifically approved by Lender in writing). If Borrower at any time fails to perform or observe any of the foregoing agreements, and if such failure shall continue for a period of ten calendar days after Lender gives Borrower written notice thereof (or in the future. The execution case of the agreements contained in subsections (7) and delivery to (11) above, immediately upon the Bank occurrence of this Note (i) are such failure, without notice or lapse of time), Lender may, but need not, perform or observe such agreement on behalf and in furtherance of Borrower's purposes the name, place and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets stead of Borrower (or, at Lender's option, in the name of Lender) and may, but need not, take any and all other than the security interest granted hereunder); and actions which Lender may reasonably deem necessary to cure or correct such failure (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvalsthe payment of taxes, including without limitationthe satisfaction of security interests, permits licensesliens or encumbrances, registrationsthe performance of obligations owed to account debtors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and notices (the "Approvals") necessary to the conduct endorsement of Borrower's business instruments); and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide thereupon pay to Lender on demand the Bank upon requests amount of all monies expended and all costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by Lender in form and number connection with or as a result of copies and the performance or observance of such agreements or the taking of such action by accountants satisfactory Lender, together with interest thereon from the date expended or incurred at the highest lawful rate then applicable to any of the Bank, within 90 days after Obligations. To facilitate the end performance or observance by Lender of each fiscal year such agreements of Borrower, statements Borrower hereby irrevocably appoints Lender, or the delegate of income and cash flows and Lender, acting alone, as the financial position and balance sheet attorney in fact of Borrower as to with the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly right (but not the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank duty) from time to time. Borrowers shall supply time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of Borrower any and all additional information requested instruments, documents, assignments, security agreements, financing statements, applications for insurance and shall permit the Bank other agreements and its agents writings required to be obtained, executed, delivered or endorsed by Borrower under this subparagraph (A) visit and inspect each of Borrower's premises and the Collateralb).

Representations, Warranties and Covenants. a. Each Client represents, warrants and covenants as follows: (1) this Agreement constitutes the legal, valid and binding obligation of Client, enforceable against it in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or similar laws, or by equitable principles relating to or limiting Creditors' rights generally; (2) the execution, delivery and performance by Client of this Agreement, execution of each Borrowing Agreement by PWI on behalf of Client, and PWI's entering into Loans under Borrowing Agreements on behalf of Client, have been duly and validly authorized by Client, and Loans made in accordance with the terms hereof will comply with all laws and regulations, including those of securities regulatory and self-regulatory organizations, applicable to Client; (3) Client owns, and will own at the time that any Loan is outstanding, all Available Securities free and clear of any lien or encumbrance, and no Available Securities have been, or will at the time of any Loan have been, sold; (4) Client has made its own determination as to the tax treatment of any dividends, remuneration or other funds received hereunder; (5) Client and any party serving as an investment adviser to Client have approved the lending of the Available Securities, have determined that each of the Eligible Borrowers, the Eligible Collateral and the Investment Guidelines (as the same may be amended pursuant to the terms hereof) are appropriate for Loans by Client hereunder and have directed PWI to comply with the same, and have determined that lending the Available Securities in accordance with the terms hereof is an appropriate activity for Client, consistent with its investment objectives and policies; (6) the Available Securities are not "plan assets" within the meaning of ERISA, or if the Available Securities are such plan assets, a Loan of the Available Securities to an Eligible Borrower would not constitute a prohibited transaction for purposes of ERISA; and (7) no Loan of the Available Securities will violate any statute, regulation, rule, order, judgment or agreement binding on Client or any of its assets. b. PWI represents, warrants and covenants to the Bank that now and until all Obligations are paid in full each Client as follows: The Loan proceeds shall : (1) this Agreement constitutes a legal, valid and binding obligation of PWI, enforceable against it in accordance with its terms except as enforcement may be used only for a business purpose limited by bankruptcy, insolvency or similar laws, or by equitable principles relating to or limiting creditors' rights generally; (2) the execution, delivery and not for any personalperformance by PWI of this Agreement and of each Borrowing Agreement, family or household purpose. Borrower is an entity or a sole proprietor and PWI's entering into Loans under Borrowing Agreements on behalf of Client, have been duly and validly authorized by PWI, and Loans made in accordance with the terms hereof will comply with all laws and regulations relating to the lending of securities and applicable to PWI as lending agent; and (i3) duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) PWI has the power to execute and authority deliver this Agreement, to own each of its assets enter into the transactions contemplated hereby and to use them perform its obligations hereunder, and it has taken all necessary action to authorize such execution, delivery and performance. c. Each of the above representations and warranties shall be deemed made and repeated for all purposes at and as contemplated now or in of all times when any Loan entered into under the future. The execution Borrowing Agreement is outstanding. d. Each Client and delivery to PWI agree that, under the Bank terms of this Note (i) are in furtherance of BorrowerAgreement, Client and its investment adviser, if any, retain ultimate authority with respect to lending Client's purposes securities and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary directed PWI to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared lend Available Securities in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations terms hereof. Each Client and cash flows and its financial position in conformity with such principlesPWI further agree that PWI is not, and shall not be considered to be correctbe, complete and in accordance with Borrower's records. Promptly upon the request solely by virtue of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralrole hereunder, an investment adviser for Client.

Representations, Warranties and Covenants. Borrower represents, Each of the Parties hereby severally represents and warrants and covenants to the Bank that now and until all Obligations are paid in full other Parties, as the case may be, as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor : (a) Such Party (i) if an entity, is duly organized formed, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to enter into, deliver, and perform its obligations under, this Agreement and the other Transaction Documents, and to consummate the transactions contemplated hereby and thereby, and (ii) if an individual, has all legal capacity and authority to enter into, deliver, and perform its obligations under, this Agreement and the other Transaction Documents, and to consummate the transactions contemplated hereby and thereby. With respect to each Party which is an entity, the execution, delivery and performance of this Agreement and the other Transaction Documents the transactions contemplated hereby and thereby have been duly authorized by the Board or its Board of Managers, as applicable. (b) This Agreement and the other Transaction Documents have been duly authorized by all necessary action and does not contravene any provision of any Party’s Organizational and Governing Documents or any law, regulation, rule, decree, order, judgment or contractual restriction binding on such Party or any of its assets. (c) All consents, approvals, authorizations, permits of, filings with and notifications to, any Person necessary for the due execution, delivery and performance of this Agreement and the other Transaction Documents by such Party have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Person is required in connection with the execution, delivery or performance of this Agreement and the other Transaction Documents by such Party. (d) This Agreement and the other Transaction Documents constitute a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law). (e) When the CCNI Shares are issued by CCNI as contemplated by this Agreement, such CCNI Shares will be duly and validly issued free and clear of any lien, security interest, mortgage, pledge, encumbrance, charge, claim or restriction of any kind whatsoever (other than restrictions imposed by applicable securities law), and no liability for any capital contributions or for any obligations to CCNI will attach thereto. (f) CCNI is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on State of its business incorporation or assets and (iii) has the formation with all requisite power and authority to own each its properties and to carry on its business as such business is now conducted. (g) The execution, delivery and performance of this Agreement by such Party does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Party is a party or any judgment, order or decree to which such Party is subject. (h) CCNI is not in default under or in violation of any provision of its assets Organizational and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the CollateralGoverning Documents.

Representations, Warranties and Covenants. Borrower The Debtor hereby represents, warrants warrants, and covenants to that: (a) A true and complete schedule setting forth all federal and state registrations of marks owned by the Bank that now Debtor, together with a summary description and until all Obligations are paid full information in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws respect of the jurisdiction in which it was formedfiling or issuance thereof and expiration dates, is set forth on Schedule A; (iib) duty qualified Each of the marks and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business registrations of marks is valid and enforceable, and the Debtor is not presently aware of any past, present, or assets and (iii) has prospective claim by any third party that any of the power and authority to own each marks is invalid or unenforceable or that the use of its assets and to use them as contemplated now or in any marks violates the future. The execution and delivery to the Bank rights of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority third person, or of any arbitrator or basis for any such claims except as set forth on Schedule A; (Bc) Borrower's governing documentsExcept as set forth on Schedule B attached hereto, constitute a default under the Debtor is the sole and exclusive owner of the entire and unencumbered right, title, and interest in and to each of the marks, and xxxx registrations, free and clear of any agreement binding on Borrowerliens, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); charges, and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other lawencumbrances, including, without limitation, environmental laws. All approvalspledges, including without limitationassignments, permits licenses, registrationsshop rights, and notices covenants by the Debtor not to xxx third persons; (d) The Debtor has used and will continue to use proper statutory notice in connection with its use of each of the "Approvals"registered marks; (e) The Debtor has used and will continue to use consistent standards of high quality (which may be consistent with the Debtor's past practices) in the sale and delivery of products and services sold or delivered under or in connection with the marks, including, without limitation and to the extent applicable, in the operation and maintenance of its merchandising operations, and will continue to maintain the validity of the marks; (f) Except for the filing of a financing statement with the Clerk of the Commonwealth of Massachusetts and filings with the United States Patent and Trademark Office necessary to perfect the conduct security interests created hereunder with respect to domestic trademarks, no authorization, approval, or other action by, and no notice to or filing with, any U.S. governmental authority or regulatory body is required either for the grant by the Debtor of Borrower's business and the security interest hereunder or for Borrower's due issuance the execution, delivery, or performance of this Note have been duly obtained Agreement by the Debtor or for the perfection of or the exercise by the Agent of its rights hereunder in and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests Collateral in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the CollateralUnited States.

Representations, Warranties and Covenants. Borrower representsThis Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warrants warranties and covenants made by the Company: (a) The Company has all necessary authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Bank that now Company and until all Obligations are is the valid and binding obligation of the Company, enforceable in accordance with its terms. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the teams hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personalaccordance with the terms hereof will not, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under violate or contravene the laws of Company's Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the jurisdiction in which it was formedCompany, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documentsviolate, constitute a default under any agreement binding on Borrower, contravene or result in a lien on breach of default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets of Borrower (other than the security interest granted hereunder); and are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity except for such consents or approvals as have been duly authorized by all necessary corporateobtained as of the date hereof. (d) So long as this Warrant has not terminated or any shares of Preferred Stock issued upon exercise of this Warrant are outstanding, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation Holder shall be entitled to receive such financial and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (information as the "Approvals") necessary Holder would be entitled to receive under the Stock Purchase Agreement applicable to the conduct Preferred Stock issuable hereunder without regard or limitation with respect to minimum holdings of Borrower's business Preferred Stock. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 30,000,000 shares of Common Stock, par value $0.0001 per share, of which 4,137,208 shares are issued and outstanding and 23,589,151 shares have been reserved for Borrower's due issuance upon conversion of Preferred Stock (including 400,000 shares reserved for issuance upon conversion of shares of Series E-1 Voting Convertible Preferred Stock issuable upon exercise of this Note have been duly obtained Warrant with respect to Preferred Stock or for issuance upon exercise of this Warrant with respect to Common Stock) and are in full force and effect without default by Borrower. Until the Obligations are paid in full(ii) 21,164,763 shares of Preferred Stock, Borrower shall provide to the Bank upon requests in form and number par value $0.001 per share, of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to which (A) visit 875,000 shares have been designated as Series A Voting Convertible Preferred Stock, all of which shares are issued and inspect each outstanding, (B) 625,000 shares have been designated as Series B Voting Convertible Preferred Stock, all of Borrower's premises which shares are issued and outstanding, (C) 2,850,000 shares have been designated as Series C-1 Voting Convertible Preferred Stock, all of which shares are issued and outstanding, (D) 1,148,100 shares have been designated as Series C-2 Non Voting Convertible Preferred Stock, all of which shares are issued and outstanding, (E) 6,222,220 shares have been designated as Series D Voting Convertible Preferred Shock, all of which shares are issued or outstanding, (F) 7,111,110 shares have been designated as Series E Voting Convertible Preferred Stock, of which 4,444,445 shares are issued and outstanding, and (G) 2,333,334 shares have been designated as Series E-1 Voting Convertible Preferred Stock, of which 1,333,334 shares are issued and outstanding and 400,000 shares have been reserved for issuance upon exercise of this Warrant Attached hereto as EXHIBIT B is a capitalization table summarizing the Collateralcapitalization of the Company. Once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. Borrower Owner represents, warrants and covenants convenants to Lender that: (a) Owner is and shall remain the sole owner of the Collateral; (b) Neither Owner, nor, to the Bank that now and until all Obligations are paid in full best of Owner's knowledge, has any other party used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substance, or hazardous material or transported any such material across the property except as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing allowed by and in good standing under the laws of the jurisdiction in which it was formedaccordance with applicable federal, (ii) duty qualified state and authorized to do business in every jurisdiction in which failure local law and regulation. Owner shall not commit or permit such actions to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or taken in the future. The execution and delivery to the Bank of this Note term "Hazardous Materials" shall mean any substance, material, or waste which is or becomes regulated by any governmental authority including, but not limited to, (i) are in furtherance of Borrower's purposes and within its power and authoritypetroleum; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder)asbestos; and (iii) have been duly authorized by all necessary corporatepolychlorinated biphenyls; (iv) those substances, partnership materials or limited liability company wastes designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act or partnership actionslisted pursuant to Section 307 of the Clean Water Act or any amendments or replacements of these statutes; (v) those substances, materials or wastes defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act of any amendments or replacements to that statute; or (vi) those substances, materials or wastes defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, or any amendments or replacements to that statue. Borrower conducts its business and operations and the ownership of its assets Owner is in compliance in all respects with each all applicable statutefederal, regulation state and other lawlocal laws and regulations, including, without limitation, environmental laws. All approvalsthose relating to "Hazardous Materials", including without limitation, permits licenses, registrationsas defined herein, and notices other environmental matters (the "ApprovalsEnvironmental Laws") necessary to and neither the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer federal government nor any other governmental or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and quasi governmental entity has filed a lien on the Collateral., nor are there any pending or threatened governmental, judicial or administrative actions with respect to environmental matters, which involve the Collateral; (

Representations, Warranties and Covenants. Borrower Except as disclosed in that certain Phase I Environmental Site Assessment, prepared by URS Corporation (a copy of which has been provided by Mortgagor to Mortgagee), Mortgagor represents, warrants warrants, covenants and covenants agrees as follows: (a) To Mortgagor’s knowledge, neither Mortgagor nor the Property or any occupant thereof is in material violation of or subject to any existing, pending or threatened investigation or inquiry by any governmental authority pertaining to any Environmental Law. Mortgagor shall not cause or permit the Property to be in violation in any material respect of, or do anything which would subject the Property to any remedial obligations under, any Environmental Law, and shall promptly notify Mortgagee in writing of any existing, pending or threatened investigation or inquiry of which Mortgagor has knowledge by any governmental authority in connection with any Environmental Law. In addition, Mortgagor shall provide Mortgagee with copies of any and all material written communications with any governmental authority in connection with any violation of any Environmental Law, concurrently with Mortgagor’s giving or promptly after Mortgagor’s receiving of same. (b) To Mortgagor’s knowledge, no material release, spill, discharge, leak, disposal or emission (individually a “Release” and collectively, “Releases”) of a Hazardous Material, Hazardous Substance or Hazardous Waste, including gasoline, petroleum products, explosives, toxic substances, solid wastes and radioactive materials in any material amount (collectively, “Hazardous Substances”) has occurred, nor are there any visible signs of, any Release(s) at, upon, under or within the Property. During the term of this Mortgage, to the Bank that now extent required by any Environmental Laws, Mortgagor shall remove or remediate any Release at the Property promptly upon discovery at its sole cost and until all Obligations are paid in full as follows: The Loan proceeds shall expense. (c) To Mortgagor’s knowledge, the Property has never been used by the previous owners and/or operators nor has it or will it be used only by Mortgagor during the term of this Mortgage to refine, produce, store, handle, transfer, process, transport, generate, manufacture, heat, treat, recycle or dispose of Hazardous Substances, except for a such quantities as are handled in accordance with applicable manufacturers’ instructions and Environmental Laws and in proper storage containers as are necessary for the operation of the commercial business purpose and not for any personal, family of Mortgagor or household purpose. Borrower is an entity or a sole proprietor its tenants (“Permitted Substances”). (d) The Property: (i) duly organized is being and existing has been operated by Mortgagor in compliance in all material respects with all Environmental Laws, and all permits required thereunder have been obtained and complied with in good standing under the laws of the jurisdiction in which it was formed, all material respects; and (ii) duty qualified does not have any Hazardous Substances present excepting Permitted Substances. (e) Mortgagor will, and authorized to do business will cause its tenants to, operate the Property in every jurisdiction in which failure material compliance with all Environmental Laws and, other than Permitted Substances, will not place or permit to be so qualified might have a material adverse effect placed any Hazardous Substances on its business or assets and the Property. (iiif) has During Mortgagor’s period of ownership of the power and authority to own each of its assets Real Estate, and to use them Mortgagor’s knowledge prior thereto, no lien has been attached to or threatened to be imposed upon the Property, and, to Mortgagor’s knowledge, there is no basis for the imposition of any such lien based on any governmental action under Environmental Laws. In the event that any environmental lien is filed against the Property, Mortgagor shall, within thirty (30) days from the date that Mortgagor is given notice of such lien (or within such shorter period of time as contemplated now or is appropriate in the future. The execution and delivery event that steps have commenced to have the Bank of this Note Property sold), either: (i) are in furtherance of Borrower's purposes pay the claim and within its power and authorityremove the lien from the Property; or (ii) do not violate (A) any law or judgment or order or court furnish a cash deposit, bond or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests reasonably satisfactory in form and number substance to Mortgagee in an amount sufficient to discharge the claim out of copies and by accountants satisfactory to which the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collaterallien arises.

Representations, Warranties and Covenants. (a) The --------- ----------------------------------------- Borrower represents, represents and warrants and covenants to the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor Lender that: (i) It has been duly organized and is validly existing and as a limited liability company in good standing under the laws of the jurisdiction State of Delaware. (ii) It or the Guarantor is duly licensed as a "Licensee" or is otherwise qualified in each state in which it was formedor such affiliate transacts business and is not in default of such state's applicable laws, (ii) duty qualified rules and authorized regulations. It has the requisite power and authority and legal right to do business own and xxxxx x xxxx on all of its right, title and interest in every jurisdiction and to the Collateral, and to execute and deliver, engage in which failure to be so qualified might have a material adverse effect on its business or assets the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement, each Program Agreement, and the Secured Notes. (iii) At all times after the Custodian has received a Mortgage Loan from the power Borrower and authority to own each until payment in full of its assets the Loan, the Borrower will not knowingly and to use them as contemplated now intentionally commit any act in violation of applicable laws or regulations promulgated with respect thereto. (iv) Each of the Borrower and the Guarantor is solvent and is not in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any mortgage, borrowing agreement binding on Borroweror other instrument or agreement pertaining to indebtedness for borrowed money, and the execution, delivery and performance by the Borrower of this Agreement, the Secured Notes and the Program Agreements do not conflict with any term or provision of the certificate of formation or operating agreement of the Borrower or any law, rule, regulation, order, judgment, writ, injunction or decree applicable to the Borrower of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Borrower and will not result in a lien on any assets violation of any such mortgage, instrument or agreement. (v) All financial statements or certificates of the Borrower (or the Guarantor shed to the Lender are true and complete and do not omit to disclose any material liabilities or other than facts relevant to the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership Borrower's or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental lawssuch Guarantor's condition. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, such financial statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles GAAP. No financial statement or other financial information as of a date later than that supplied to present fairly the results Lender, has been furnished by the Borrower or the Guarantor to another lender of the Borrower or the Guarantor that has not been furnished to the Lender. (vi) Except for those held by its affiliate, Wilshire Credit Corporation, no consent, approval, authorization or order of, registration or filing with, or notice to any governmental authority or court is required under applicable law in connection with the execution, delivery and performance by the Borrower of this Agreement, the Secured Notes and the Program Agreements. (vii) There is no action, proceeding or investigation pending with respect to which the Borrower has received service of process or, to the best of the Borrower's operations knowledge threatened against it before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, the Secured Notes or any Program Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, the Secured Notes or any Program Agreement, or (C) which might materially and cash flows adversely affect the validity of the Mortgage Loans or the performance by it of its obligations under, or the validity or enforceability of, this Agreement, the Secured Notes or any Program Agreement. (viii) There has been no material adverse change in the business, operations, financial condition, properties or prospects of the Borrower or the Guarantor since the date set forth in the financial statements supplied to the Lender. (ix) This Agreement, the Secured Notes and its financial position the Program Agreements have been (or, in conformity with such principlesthe case of Program Agreements not yet executed, will be) duly authorized, executed and delivered by the Borrower, all requisite corporate action having been taken, and to be correcteach is valid, complete binding and enforceable against the Borrower in accordance with its except as such enforcement may be affected by bankruptcy, by other insolvency laws, or by general principles of equity. (b) With respect to every Mortgage Loan pledged to the Lender, the Borrower represents and warrants to the Lender that: (i) Such Mortgage Loan and all documents listed in Section 2 of the Custodial Agreement are complete and authentic and all signatures thereon are genuine. (ii) Such Mortgage Loan arose from a bona fide loan, complying with all applicable State and Federal laws and regulations, to persons having legal capacity to contract and is not subject to any defense, set off or counterclaim. (iii) Except for payment defaults permitted by clause 8 below, no default has occurred in any provisions of such Mortgage Loan. (iv) To the best of the Borrower's records. Promptly upon knowledge, any property subject to any security interest given in connection with such Mortgage Loan is not subject to any other encumbrances other than in the case of Second Lien Mortgages, the security interest of the party having the first mortgage lien on such property. (v) The Borrower pledging such Mortgage Loan hereunder holds good and indefeasible title to, and is the sole owner of, such Mortgage Loan subject to no liens, charges, mortgages, participations, encumbrances or rights of others or other liens released simultaneously with such pledge. (vi) Each Mortgage Loan conforms to the description thereof as set forth on the related Mortgage Loan Schedule delivered to the Custodian and the Lender. (vii) All disclosures required by the Real Estate Settlement Procedures Act, by Regulation X promulgated thereunder and by Regulation Z of the Board of Governors of the Federal Reserve System promulgated pursuant to the statute commonly known as the Truth-in-Lending Act and the Notice of the Right of Rescission required by said statute and regulation have been properly made and given. (viii) Such Mortgage is not 31 or more days delinquent as of the last payment due date for such Mortgage Loan; except that in the aggregate up to 1% of the First Lien Mortgage Loans hereunder may be not 61 or more days delinquent as of the last payment due date for such First Lien Mortgage Loans. (ix) Such Mortgage Loan was originated in accordance with the underwriting guidelines set forth in the Wilshire Mortgage Corporation Seller Guide as of the date of origination and referred to in the Purchase Agreements. (x) Each representation and warranty made by the related Correspondent in the related Purchase Agreement was true and correct as of its date. (c) The Borrower covenants with the Lender that during the term of this facility (i) the Guarantor will continue to maintain, for it and its affiliates, insurance coverage with respect to employee dishonesty, forgery or alteration, theft, disappearance and destruction, robbery and safe burglary, property (other than money and securities) and computer fraud in an amount which is consistent with industry practice, (ii) the Borrower will establish and maintain a lock-box account with Bank of America (Oregon) for the benefit of the Custodian under the Custodial Agreement into which the obligors on the Pledged Mortgage Loans will be instructed to remit their payments and the Borrower will remit, or cause to be remitted, from such account no later than the first Business Day after the Business Day on which payments on the Mortgage Loans are received and identified by the Servicer, all principal payments and such portion of the interest payments on such Mortgage Loans in an amount sufficient to make the monthly payments of interest required by Section 1(a)(iii) hereunder, and (iii) the Borrower and the Guarantor will, at the request of the Bank from time Lender, employ a third party contract underwriter to time. Borrowers reunderwrite up to 20% of the Mortgage Loans financed under this Program during any month; provided, that (x) such third -------- party contract underwriter shall supply all additional information requested initially be Xxxxx & Associates and any successor thereto appointed by the Borrower shall be a third party contract underwriter acceptable to any credit rating agency or monoline insurance company, (y) the cost of such third party contract underwriter's services shall be for the account of the Borrower and shall permit not exceed $5,000 in any month, and (z) any such reunderwriting shall be done during regular business hours with reasonable frequency and in such a manner as to be the Bank and its agents least disruptive as possible to (A) visit and inspect each of Borrower's premises the Borrower and the CollateralGuarantor.

Representations, Warranties and Covenants. Borrower Debtor represents, warrants and covenants to Secured Party that: (a) Debtor shall defend the Bank that Collateral against all claims and demands of all persons at any time claiming any interest therein; (b) Debtor has the right and is duly authorized to enter into and perform its obligations under this Agreement; Debtor's execution and performance of this Agreement does not and will not conflict with the provisions of any statute, regulation, ordinance, rule of law, contract or other agreement which may now or hereafter be binding on Debtor, not including any federal Law applicable or related to cannabis; (c) No action or proceeding is pending against Debtor which might result in any material or adverse change in its financial condition or materially affect the Collateral; (d) Debtor has not violated and until all Obligations shall not violate any applicable federal, state, county or municipal statute, regulation or ordinance which may materially and adversely affect its ownership of the Collateral or cause the Collateral to be subject to forfeiture or seizure, not including any federal Law applicable or related to cannabis; (e) This Agreement and the obligations described in this Agreement are paid in full as follows: The Loan proceeds shall be used only executed and incurred for a business purpose and not for any personalconsumer purposes; (f) Debtor has all requisite power to own and operate its properties and to carry on its business as now being conducted, family or household purpose. Borrower is an entity or and has all necessary licenses, permits, and franchises necessary to conduct its business, except a sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have any license, permit, or franchise would not result in a material adverse effect on its business with respect to Debtor; and (g) No consent, license, or assets and (iii) has authorization of, or filing with, or notice to, any person or entity other than any applicable governmental or regulatory agency, is necessary or required in connection with the power and authority to own each of its assets and to use them as contemplated now execution, delivery, performance, validity, or in the future. The execution and delivery to the Bank enforceability of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations Agreement and the ownership of its assets in compliance with each applicable statutetransactions contemplated hereunder, regulation and other lawexcept as already obtained (any such consents, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrationsauthorizations, and filings or notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are remaining in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer effect) or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and obtained in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collaterala timely manner.

Representations, Warranties and Covenants. (a) The Borrower representsand each other Loan Party hereby represents and warrants that this Agreement and the Credit Agreement as amended hereby (collectively, the “Amendment Documents”) constitute legal, valid and binding obligations of the Borrower and the other Loan Parties enforceable against the Borrower and the other Loan Parties in accordance with their terms. (b) The Borrower and each other Loan Party hereby represents and warrants and covenants to the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized its execution, delivery and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank performance of this Note (i) are in furtherance of Borrower's purposes Agreement and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) Credit Agreement have been duly authorized by all necessary corporate, partnership proper corporate or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership action, do not violate any provision of its assets in compliance with each applicable statuteorganizational documents, regulation and other will not violate any law, includingregulation, without limitationcourt order or writ applicable to it, environmental laws. All approvalsand will not require the approval or consent of any governmental agency, or of any other third party under the terms of any contract or agreement to which it or any of its Affiliates is bound (which has not been previously obtained), including without limitation, permits licensesthe Note Indenture and the Bonding Agreement and (ii) after giving effect to the amendments contemplated by Section 1 of this Agreement, registrationsall Obligations will constitute, and notices if the full amount of the Revolving Commitment were utilized by the Borrower all Obligations arising with respect thereto would constitute, “Permitted Debt” under and as defined in Section 4.09 of the Note Indenture. (the "Approvals"c) necessary The Borrower and each other Loan Party hereby represents and warrants that, both before and after giving effect to the conduct of Borrower's business and for Borrower's due issuance provisions of this Note Agreement, (i) no Default or Event of Default has occurred and is continuing or will have been duly obtained occurred and are be continuing and (ii) all of the representations and warranties of the Borrower and each other Loan Party contained in full force the Credit Agreement and effect without default by Borrower. Until the Obligations are paid in fulleach other Loan Document (other than representations and warranties which, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles their express terms, are made only as of an earlier specified date) are, and will be, true and correct as of the date of its execution and delivery hereof or thereof in all material respects as though made on and as of such date. (d) The Borrower hereby agrees to present fairly pay the Amendment Fees to the Administrative Agent, for the benefit of the Lenders and for the Administrative Agent’s own account, upon the Borrower’s execution and delivery of this Agreement. (e) As of the Effective Date, except to the extent set forth in Schedule 1 hereto, the Borrower and the Subsidiary Guarantors are the sole and lawful owners of each Designated Vessel and hold valid legal title to the whole of such Designated Vessels. (f) Except as set forth in Schedule 2 hereto or in the financial statements previously delivered pursuant to Section 5.1(f) of the Credit Agreement, no claims, litigation, arbitration proceedings or governmental proceedings are pending or, to the knowledge of the Loan Parties, overtly threatened against or, to the knowledge of the Loan Parties, are affecting Holdings, the Borrower, or any of the Borrower’s Subsidiaries, or any of their respective properties, assets or revenues, the results of which could reasonably be expected to have a Material Adverse Effect. (g) As of the Effective Date, except as disclosed in Schedule 3 hereto, none of Holdings, the Borrower or any of the Borrower's ’s Subsidiaries maintains or contributes to any employee welfare benefit plan within the meaning of Section 3(1) of ERISA which provides benefits to employees after termination of employment other than as required by Section 601 of ERISA. (h) Except as disclosed in Schedule 4 hereto, the ongoing operations of Holdings, the Borrower and cash flows each of the Borrower’s Subsidiaries have complied and currently comply in all respects with all Environmental Laws, except to the extent that such noncompliance could not reasonably be expected to have a Material Adverse Effect. (i) As of the Effective Date, a complete and correct disclosure of each Subsidiary of Holdings in existence as of the Closing Date is set forth in Schedule 5-A hereto, together with the names, jurisdictions of organization, the percentage of shares of such Persons owned by Holdings, the Borrower and each Subsidiary of the Borrower as of the Effective Date. (j) As of the Effective Date, the names and ownership percentages (stated both on an outstanding and fully-diluted basis) of each legal, record owner of each class of the issued and outstanding shares of Capital Stock of Holdings and the Borrower, and each Subsidiary of the Borrower, and of all issued and outstanding warrants, options, stock appreciation rights and other convertible interests with respect to Holdings, the Borrower’s, or such Subsidiary’s Capital Stock, are completely and accurately set forth in Schedule 5-B hereto. (k) As of the Effective Date, the financial statements delivered pursuant to Section 5.1 (f) of the Credit Agreement contain a complete and accurate disclosure in all material respects of (i) all Debt of Holdings and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request Subsidiaries outstanding as of the Bank from time to time. Borrowers shall supply respective dates of such financial statements and (ii) all additional information requested material loss contingencies and shall permit the Bank other material contingent obligations of Holdings and its agents Subsidiaries as of such dates, except for Guaranties disclosed on Schedule 6 hereto. (1) As of the Effective Date, except to (Athe extent set forth in Schedule 7 hereto and except as otherwise permitted by Section 6.2(b) visit and inspect each of Borrower's premises the Credit Agreement, Holdings, the Borrower and the CollateralSubsidiary Guarantors have made no Investments.

Representations, Warranties and Covenants. To induce the Agent Bank and the Banks to enter into this Agreement, the Borrower represents, and each Existing Subsidiary represents and warrants and covenants to the Agent Bank that now and until all Obligations are paid in full as follows: : A. The Borrower and each Existing Subsidiary has full power, authority, and capacity to enter into this Agreement, and this Agreement constitutes the legal, valid and binding obligations of the Borrower and each Existing Subsidiary, enforceable against it in accordance with its terms. B. Upon execution and delivery of this Agreement and after giving effect thereto, no Event of Default under any of the Loan proceeds shall be used only for a business purpose Documents and not for any personalother documents, family certificates or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing instruments under the laws Loan Agreement or any other of the jurisdiction in Loan Documents shall exist which it was formedcontinues unwaived by the Agent Bank, (ii) duty qualified and no event which with the passage of time, the giving of notice or both would constitute an Event of Default, exists as of the date hereof. C. The person executing this Agreement on behalf of the Borrower and each Existing Subsidiary is duly authorized to do business so. D. The representations and warranties made by the Borrower and each Existing Subsidiary in every jurisdiction any of the Loan Documents are hereby true and correct in all material respects as of the date hereof. E. There are no pending or, to the knowledge of the Borrower threatened, any action, suit, proceeding or arbitration or, to the knowledge of the Borrower, any governmental investigation pending or threatened, against or affecting the Borrower or the Existing Subsidiaries or any property of the Borrower or the Existing Subsidiaries seeking damages in excess of $1,000,000 in the aggregate, which failure has not been disclosed by the Borrower pursuant to Section 6.9 of the Loan Agreement or which prior to (a) the making of the last preceding Revolving Credit Loan or (b) the issuing of the most recent Letter of Credit or the most recent extension of the stated maturity date of any Letter of Credit, prior to the execution of this Agreement, if determined adversely, would have a Material Adverse Effect. Further, there has occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, which, in either event, in the opinion of the Banks, could reasonably be expected to have a Material Adverse Effect on the financial condition of the Borrower and the Existing Subsidiaries on a consolidated basis. No injunction or other restraining order has been issued and no hearing to cause an injunction or other restraining order to be so qualified might have a material adverse effect on its business issued is pending or assets and (iii) has noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request consummation of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit Loan Agreement or the Bank and its agents to (A) visit and inspect each making of Borrower's premises and the CollateralRevolving Credit Loans, the making of the Term Loans, the issuing or extension of the respective stated expiration dates of the Letters of Credit under the Loan Agreement .

Representations, Warranties and Covenants. Borrower To induce the Agent and the Lenders to enter into this Waiver and Agreement, each Credit Party represents, warrants and covenants to the Bank that now Agent and until all Obligations are paid in full the Lenders as follows: The Loan proceeds , which representations, warranties and covenants shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under survive the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery hereof: 5.1 as of the Zyon Closing Date and the date hereof, Zyon UK: (a) is not a Material Subsidiary; (b) the business or operating assets related to Zyon UK are located in Qualified Jurisdictions; (c) the business of Zyon UK is related to the Bank of this Note Business; (id) are all operating permits, approvals and consents required to complete the Zyon Acquisition were received prior to the Zyon Closing Date; (e) Zyon UK does not have any environmental liabilities or outstanding litigation that would cause a Material Adverse Effect; (f) Zyon UK has good and marketable title in furtherance of Borrower's purposes fee simple to the Owned Properties and within good and merchantable title to all the tangible and intangible personal property reflected as assets in its power books and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or records in each case free and clear of any arbitrator Liens other than Permitted Liens; (g) no Default or Event of Default occurred as a result of the Zyon Acquisition; and (Bh) Borrower's governing documents, constitute a default under any agreement binding on Borrower, the Zyon Acquisition did not cause or result in a lien Material Adverse Effect; 5.2 on any assets or before April 15, 2020, the Borrower shall deliver, or caused to be delivered, to the Agent evidence of Borrower (other than all legal and environmental due diligence completed for the security interest granted hereunder); Zyon Acquisition and (iii) have been duly authorized by copies of all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and due diligence materials for the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, Zyon Acquisition including without limitation, permits licensesthe purchase and sale agreement, registrationsfinancial information, any fairness opinions, and notices appraisals (if applicable); 5.3 at its cost and expense, upon request of the "Approvals") necessary Agent, shall execute and deliver or cause to be executed and delivered to the conduct Agent such instruments and do and cause to be done such further acts as may be necessary or proper in the reasonable opinion of Borrower's business the Agent to carry out more effectually the provisions and for Borrower's due issuance purposes of the Credit Documents as a result of the Zyon Acquisition; 5.4 on or before April 15, 2020: (a) the Borrower shall have entered into the Definitive Documentation with Artemis, which shall be in form and substance satisfactory to the Agent and the Lenders in their sole discretion, including the amount of the total sale proceeds; and (b) the Agent and the Lenders shall have received a final draft of the ATB Term Sheet, which shall be in form and substance satisfactory to the Agent and the Lenders in their sole discretion, and the failure of either (a) or (b) of this Note have Section 5.4 to occur shall constitute an immediate Event of Default; 5.5 all necessary action has been taken to authorize the execution, delivery and performance of this Waiver and Agreement. This Waiver and Agreement has been duly obtained executed and delivered by each Credit Party and constitutes legal, valid and binding obligations of each Credit Party enforceable against it in accordance with its terms; 5.6 the execution and delivery by each Credit Party and the performance by it of its obligations under this Waiver and Agreement will not conflict with or result in a breach of any of the terms or conditions of its constating documents or by-laws, any Applicable Law or any contractual restriction binding on or affecting it or its Assets; 5.7 each of the representations and warranties contained in Article 5 of the Credit Agreement and in any other Credit Document are true and correct on the date hereof as if they were made on such date except for any representation and warranty which is stated to be made only as of a certain date (and then as of such date); 5.8 except for the Existing Defaults, no Default or Event of Default exists under the Credit Agreement, either before or after giving effect to this Waiver and Agreement; 5.9 the Credit Agreement and each of the other Credit Documents to which any Credit Party is a party remains in full force and effect without default by Borrower. Until the Obligations are paid in fulleffect, Borrower shall provide to the Bank upon requests in form unamended, and number of copies and by accountants satisfactory to the Bankis enforceable against such Credit Party, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principlesterms, and to be correctthe security interests, complete assignments, mortgages, charges, hypothecations and pledges granted by any Credit Party in accordance with Borrower's records. Promptly upon the request favour of the Bank Agent continue to secure all debts, liabilities and obligations at any time or from time to time. Borrowers shall supply all additional information requested time due or accruing due and shall permit owing by such Credit Party to the Bank and its agents to (A) visit and inspect each of Borrower's premises Agent and the CollateralLenders pursuant to the Credit Agreement; and 5.10 this Waiver and Agreement constitutes a "Credit Document" for purposes of the Credit Agreement.

Representations, Warranties and Covenants. (a) The ----------------------------------------- Borrower represents, represents and warrants and covenants to the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor Lender that: (i) it has been duly organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction State of Delaware. (ii) It or an affiliate, as applicable, is duly licensed as a "Licensee" or is otherwise qualified in each state in which it was formedor such affiliate transacts business and is not in default of such state's applicable laws, (ii) duty qualified rules and authorized regulations. It has the requisite power and authority and legal right to do business own and xxxxx x xxxx on all of its right, title and interest in every jurisdiction and to the Collateral, and to execute and deliver, engage in which failure to be so qualified might have a material adverse effect on its business or assets the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement, each Program Agreement, and the Secured Notes. (iii) At all times after the Custodian has received a Mortgage Loan from the power Borrower and authority to own until payment in full of each Loan, the Borrower will not knowingly and intentionally commit any act in violation of its assets applicable laws or regulations promulgated with respect thereto. (iv) Each of the Borrower and to use them WFSG as contemplated now or guarantor (the "Guarantor") under the guarantee in the future. The execution form of Exhibit E hereto (the --------- "Guarantee") is solvent and delivery to the Bank of this Note (i) are is not in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any mortgage, borrowing ---------- agreement binding on Borroweror other instrument or agreement pertaining to indebtedness for borrowed money, and the execution, delivery and performance by the Borrower of this Agreement, the Secured Notes and the Program Agreements do not conflict with any term or provision of the certificate of formation or operating agreement of the Borrower or any law, rule, regulation, order, judgment, writ, injunction or decree applicable to the Borrower of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Borrower and will not result in a lien on any assets violation of any such mortgage, instrument or agreement. (v) All financial statements or certificates of the Borrower (or the Guarantor furnished to the Lender are true and complete and do not omit to disclose any material liabilities or other than facts relevant to the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership Borrower's or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental lawssuch Guarantor's condition. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, such financial statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles GAAP. No financial statement or other financial information as of a date later than that supplied to present fairly the results Lender, has been furnished by the Borrower or the Guarantor to another lender of the Borrower or the Guarantor that has not been furnished to the Lender. (vi) Except for those held by its affiliates, no consent, approval, authorization or order of, registration or filing with, or notice to any governmental authority or court is required under applicable law in connection with the execution, delivery and performance by the Borrower of this Agreement, the Secured Notes and the Program Agreements. (vii) There is no action, proceeding or investigation pending with respect to which the Borrower has received service of process or, to the best of the Borrower's operations knowledge threatened against it before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, the Secured Notes or any Program Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, the Secured Notes or any Program Agreement, or (C) which might materially and cash flows adversely affect the validity of the Mortgage Loans or the performance by it of its obligations under, or the validity or enforceability of, this Agreement, the Secured Notes or any Program Agreement. (viii) There has been no material adverse change in the business, operations, financial condition, properties or prospects of the Borrower or the Guarantor since the date set forth in the financial statements supplied to the Lender. (ix) This Agreement, the Secured Notes and its financial position the Program Agreements have been (or, in conformity with such principlesthe case of Program Agreements not yet executed, will be) duly authorized, executed and delivered by the Borrower, all requisite corporate action having been taken, and to be correcteach is valid, complete binding and enforceable against the Borrower in accordance with its terms except as such enforcement may be affected by bankruptcy, by other insolvency laws, or by general principles of equity. (b) With respect to every Mortgage Loan pledged to the Lender, the Borrower represents and warrants to the Lender that: (i) Such Mortgage Loan and all documents listed in Section 2 of the Custodial Agreement are complete and authentic and all signatures thereon are genuine. (ii) Such Mortgage Loan arose from a bona fide loan, complying with all applicable State and Federal laws and regulations, to persons having legal capacity to contract and is not subject to any defense, set off or counterclaim. (iii) Except for payment defaults permitted by clause (viii) below, no default has occurred in any provisions of such Mortgage Loan. (iv) To the best of the Borrower's records. Promptly upon knowledge, any property subject to any security interest given in connection with such Mortgage Loan is not subject to any other encumbrances other than in the case of Second Lien Mortgages, the security interest of the party having the first mortgage lien on such property. (v) The Borrower pledging such Mortgage Loan hereunder holds good and indefeasible title to, and is the sole owner of, such Mortgage Loan subject to no liens, charges, mortgages, participations, encumbrances or rights of others or other liens released simultaneously with such pledge. (vi) Each Mortgage Loan conforms to the description thereof as set forth on the related Mortgage Loan Schedule delivered to the Custodian and the Lender. (vii) All disclosures required by the Real Estate Settlement Procedures Act, by Regulation X promulgated thereunder and by Regulation Z of the Board of Governors of the Federal Reserve System promulgated pursuant to the statute commonly known as the Truth-in-Lending Act and the Notice of the Right of Rescission required by said statute and regulation have been properly made and given. (viii) Such Mortgage Loan is not 31 or more days delinquent as of the last payment due date for such Mortgage Loan; provided, that in -------- the aggregate up to 5% of the First Lien Mortgage Loans hereunder may be 31 to 60 days delinquent as of the last payment due date for such First Lien Mortgage Loans. (ix) Such Mortgage Loan was originated in accordance with the underwriting guidelines set forth in the Wilshire Funding Corporation Seller Guide as of the date of origination and referred to in the Purchase Agreements. (x) Each representation and warranty made by the related Correspondent in the related Purchase Agreement was true and correct as of its date. (c) The Borrower covenants with the Lender that during the term of this facility (i) the Guarantor will continue to maintain, for it and its affiliates, insurance coverage with respect to employee dishonesty, forgery or alteration, theft, disappearance and destruction, robbery and safe burglary, property (other than money and securities) and computer fraud in an amount which is consistent with industry practice, (ii) the Borrower will establish and maintain a lock-box account with Bank of America (Oregon) for the benefit of the Custodian under the Custodial Agreement into which the obligors on the Pledged Mortgage Loans will be instructed to remit their payments and the Borrower will remit, or cause to be remitted, from such account no later than the first business day after the business day on which payments on the Mortgage Loans are received and identified by the Servicer, all principal payments and such portion of the interest payments on such Mortgage Loans in an amount sufficient to make the monthly payments of interest required by Section 1(a)(iii) hereunder, and (iii) the Borrower and the Guarantor will, at the request of the Bank from time Lender, employ a third party contract underwriter to time. Borrowers reunderwrite up to 20% of the Mortgage Loans financed under this Warehouse Agreement during any month; provided, that (x) such third party contract -------- underwriter shall supply all additional information requested be acceptable to any credit rating agency or monoline insurance company, (y) the cost of such third party contract underwriter's services shall be for the account of the Borrower and shall permit not exceed $5,000 in any month, and (z) any such reunderwriting shall be done during regular business hours with reasonable frequency and in such a manner as to be the Bank and its agents least disruptive as possible to (A) visit and inspect each of Borrower's premises the Borrower and the CollateralGuarantor.

Representations, Warranties and Covenants. Borrower representsThe parties hereto represent, warrants warrant and covenants covenant, solely as to themselves, as follows: 3.1 As of the date hereof, Seller has no claims against the Company pursuant to the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not Notes for any personalamounts outstanding or any default thereunder. Seller is not aware of any default or any events which may give rise to an event of default pursuant to the Notes. 3.2 Seller agrees not to convert any portion of the Notes prior to Closing. 3.3 As of the date hereof, family the Company has no claims against Seller pursuant to the Notes or household purposeotherwise. Borrower The Company is not aware of any default by Seller or any events which may give rise to an entity or a sole proprietor (i) duly organized and existing and in good standing event of default under the laws Notes. The Company hereby releases, acquits and forever discharges Seller from any and all actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever arising under the Notes, which the Company ever had, now has or may have against Seller. 3.4 The Company hereby represents and warrants to Seller as of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) date hereof that the Company has the all requisite corporate power and authority to own each enter into and perform this Agreement and the transactions contemplated hereby. The Company further represents and warrants that this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its assets terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application. 3.5 The Company hereby represents and warrants it has performed all agreements and satisfied all conditions required to use them be performed or satisfied prior to the date hereof under the Original Transaction Documents and all other documents executed pursuant to the Note Purchase Agreements when and as contemplated now or required. 3.6 The Company hereby represents that no Event of Default (as defined in the future. Note) has occurred, is likely to occur or is threatened, and no event has occurred which constitutes or would constitute an Event of Default with notice or the passage of time or both, as of the date hereof. 3.7 The execution execution, delivery and delivery to the Bank performance of this Note (i) are Agreement and compliance therewith by Purchaser and Seller, and the purchase and sale of the Notes, will not result in furtherance a violation of Borrower's purposes and within its power and authority; (ii) do will not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrowerconflict with, or result in a lien on breach of, any of the terms of, or constitute a default under, any provision of state or Federal law to which Purchaser or Seller is subject, or any mortgage, indenture, agreement, instrument, judgment, decree, order, rule or regulation or other restriction to which the Purchaser or Seller is a party or by which it is bound, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership Purchaser or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary Seller pursuant to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with any such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralterm.

Representations, Warranties and Covenants. Borrower a. Nextel hereby represents, warrants and covenants that Nextel has the full power and authority to enter into and perform its obligations under this Agreement (including to grant the rights and licenses provided for herein), without any restrictions that would impair its ability to perform its obligations under this Agreement, except that such representation, warranty and covenant is made by Boost Mobile with respect to the license grant made by Boost Mobile hereunder. b. Company hereby represents, warrants and covenants to the Bank that now Nextel and until all Obligations are paid in full as followsits parents, subsidiaries and Affiliates that: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) Company has the full power and authority to own each of enter into and perform its assets and obligations under this Agreement, without any restrictions that would impair its ability to use them as contemplated now or in the future. The execution and delivery to the Bank of perform its obligations under this Note (i) are in furtherance of Borrower's purposes and within its power and authorityAgreement; (ii) Company’s activities in connection with this Agreement do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, and will not constitute a default under or breach of any agreement binding on Borroweror order of any court or governmental agency by which Company is bound and Company has not and will not enter into any agreement that is inconsistent with its obligations under this Agreement; (iii) Company has all rights, titles, licenses, intellectual property, permissions and approvals necessary in connection with its performance under this Agreement to grant the rights granted hereunder; (iv) neither the Digital Items nor their use, distribution, sale or license do or will infringe, violate or misappropriate any patent, copyright, trademark, trade secret rights, rights of privacy, rights of publicity or any other property or proprietary rights of any third party; (v) the Digital Items and their use, distribution, sale and license does and shall continue to comply with all applicable foreign, federal, state, and local laws, rules and regulations, including but not limited to those relating to privacy and consumer protection; (vi) Company will not breach any privacy or consumer protection right in carrying out its obligations under this Agreement; (vii) the Digital Items do not and will not contain any viruses, worms, Trojan horses, time bombs, keys or other software routines that may allow access to or negatively impact the operation of any Digital Item, the Systems and/or the products and services of Nextel or an Affiliate of Nextel, including, but not limited to Devices, or result in a lien on damage interfere with, intercept, or expropriate any assets of Borrower Nextel System data or any User Data; (other than viii) Company shall comply with the security interest granted hereunder)Content Standards; and (iiiix) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business the Digital Items will be free from any material defects and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared will perform in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateraltheir specifications.

Representations, Warranties and Covenants. (a) The Borrower representsand each other Loan Party hereby represents and warrants that this Agreement and the Credit Agreement as amended hereby (collectively, the “Amendment Documents”) constitute legal, valid and binding obligations of the Borrower and the other Loan Parties enforceable against the Borrower and the other Loan Parties in accordance with their terms. (b) The Borrower and each other Loan Party hereby represents and warrants and covenants to the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized its execution, delivery and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank performance of this Note (i) are in furtherance of Borrower's purposes Agreement and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) Credit Agreement have been duly authorized by all necessary corporate, partnership proper corporate or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership action, do not violate any provision of its assets in compliance with each applicable statuteorganizational documents, regulation and other will not violate any law, includingregulation, without limitationcourt order or writ applicable to it, environmental laws. All approvalsand will not require the approval or consent of any governmental agency, or of any other third party under the terms of any contract or agreement to which it or any of its Affiliates is bound (which has not been previously obtained), including without limitation, permits licensesthe Note Indenture and the Bonding Agreement and (ii) after giving effect to the amendments contemplated by Sections 1 and 2 of this Agreement, registrationsall Obligations will constitute, and notices if the full amount of the Revolving Commitment were utilized by the Borrower all Obligations arising with respect thereto would constitute, “Permitted Debt” under and as defined in Section 4.09 of the Note Indenture. (the "Approvals"c) necessary The Borrower and each other Loan Party hereby represents and warrants that, both before and after giving effect to the conduct of Borrower's business and for Borrower's due issuance provisions of this Note Agreement, (i) no Default or Event of Default has occurred and is continuing or will have been duly obtained occurred and are be continuing and (ii) all of the representations and warranties of the Borrower and each other Loan Party contained in full force the Credit Agreement and effect without default by Borrower. Until the Obligations are paid in fulleach other Loan Document (other than representations and warranties which, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results their express terms, are made only as of Borrower's operations and cash flows and its financial position in conformity with such principlesan earlier specified date) are, and will be, true and correct as of the date of its execution and delivery hereof or thereof in all material respects as though made on and as of such date. (d) The Borrower hereby agrees to be correctpay the Amendment Fee to the Administrative Agent for the benefit of the Consenting Lenders, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested Borrower’s execution and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateraldelivery hereof.

Representations, Warranties and Covenants. Borrower Client hereby represents, warrants and covenants to the Bank that now Bank, which representations and until all Obligations are paid in full as follows: The Loan proceeds warranties and covenants shall be used only deemed to be continuing and to be reaffirmed on any day that a Loan is outstanding, that: (a) This Agreement is, and each Loan will be, legally and validly entered into, does not, and will not, violate any statute, regulation, rule, order or judgment binding on Lender, or any provision of any Lender's constituent or governing document, or any agreement binding on any Lender or affecting its property, and is enforceable against each Lender in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws, or by equitable principles relating to or limiting creditors' rights generally; (b) The person executing this Agreement and all Authorized Persons acting on behalf of Client has and have been duly and properly authorized to do so and the Client has been duly and properly authorized to act on behalf of or with respect to the Lenders; (c) Each Lender is lending Securities as principal for a business purpose its own account and will not transfer, assign or encumber its interest in, or rights with respect to, any Loans; (d) All Securities in the Account are free and clear of all liens, claims, security interests and encumbrances and no such Security has been sold. Client shall promptly deliver to Bank Written Instructions identifying any and all Securities which are no longer subject to the representations contained in this sub-paragraph; (e) On the commencement date for any personalLoan, family or household purpose. Borrower is an entity or a sole proprietor Lender represents and warrants that: (i) duly organized and existing and in good standing Lender is familiar with the provisions of Rule 144 under the laws Securities Act of 1933 (the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority"Securities Act"); (ii) do Lender is not, and within the preceding three months has not violate (A) any law or judgment or order or court or other governmental authority or been, an "affiliate" of the issuer of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result Securities as that term is used in a lien on any assets of Borrower (other than the security interest granted hereunder)Rule 144; and (iii) have been duly authorized any Securities transferred to Bank by all necessary corporateLender are not "restricted securities" within the meaning of Rule 144 or otherwise subject to any legal, partnership regulatory or limited liability company or partnership actionscontractual restrictions on transfer; and (iv) Lender is not an "insider" of issuer. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance For purposes of this Note have been duly obtained agreement "insider" shall mean directors, officers and principal stockholders as set forth in Section 16(a)(1) under the Securities Exchange Act of 1934, as amended; and (f) If at any time Lender becomes aware of, or believes that, there are Securities in full force and effect without default by Borrower. Until the Obligations are paid in fullProgram which Bank should not lend on Lender's behalf, Borrower shall provide Lender agrees to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the promptly notify Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralidentify such Securities.

Representations, Warranties and Covenants. Borrower represents6.1 The MDI Parties represent, warrants warrant and covenants covenant to EUCODIS as of the Bank that now Effective Date and until all Obligations are paid in full at the Closing as follows: The Loan proceeds shall be used only for : (a) MDI is a business purpose corporation duly and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and validly existing and in good standing under the laws of the jurisdiction State of Utah. MDI Oncology is a corporation wholly-owned by MDI which is duly and validly existing and in which it was formedgood standing under the laws of the State of Delaware, (ii) duty qualified and authorized to do does not conduct business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) any other jurisdiction. Each of the MDI Parties has the all requisite power and authority to own its assets, including the Purchased Assets, and to carry on its business as presently conducted. (b) Each of the MDI Parties has all requisite power and authority to execute and deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. (c) All acts (corporate or otherwise) required to be taken by or on the part of, and all approvals required to be obtained by, each of the MDI Parties necessary to enter into this Agreement, consummate the transactions contemplated by this Agreement and perform its assets obligations under this Agreement have been duly and properly taken by such MDI Party. (d) This Agreement has been duly and validly executed and delivered by the MDI Parties, and constitutes the legal, valid and binding obligation of the MDI Parties enforceable against the MDI Parties in accordance with its terms, subject to applicable bankruptcy, moratorium, reorganization, insolvency and similar laws of general application relating to or affecting the rights and remedies of creditors generally and to use them as contemplated now general equitable principles (regardless of whether a proceesings is brought in equity or in at law). (e) The Purchased Assets do not constitute all or substantially all of the future. assets of MDI. (f) The execution and delivery to the Bank of this Note Agreement by each of the MDI Parties, the consummation by it of the transactions contemplated by this Agreement, and the performance by it of its obligations under this Agreement does not, and will not at all relevant times (i) are in furtherance violate or conflict with any provision of Borrower's purposes and within its power and authority; respective Certificate of Incorporation or By-Laws, or (ii) do not violate (A) result in a violation by such MDI Party of any law to which it or judgment any of its properties or order assets are subject. (g) The execution and delivery of this Agreement by each of the MDI Parties, the consummation by it of the transactions contemplated by this Agreement, and the performance by it of its obligations under this Agreement does not, and will not at all relevant times violate, or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrowerconflict with, or result in a lien on breach of any assets provision of, or constitute a default (or give rise to any right of Borrower (other than termination, cancellation or acceleration) under, any of the security interest granted hereunder); and (iii) have been duly authorized terms, conditions or provisions of any agreement lease, instrument, obligation, understanding or arrangement to which such MDI Party is a party or by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership which any of its properties or assets is subject. (h) Except as set forth in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices Exhibit 6.1(h) (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateral.extent that Exhibit 6.1

Representations, Warranties and Covenants. Borrower Client hereby represents, warrants and covenants to the Bank that now Bank, which representations, warranties and until all Obligations are paid in full as follows: The Loan proceeds covenants shall be used only deemed to be continuing and to be reaffirmed on any day that a Loan is outstanding, that: (a) This Agreement is, and each Loan will be, legally and validly entered into, does not, and will not, violate any statute, regulation, rule, order or judgment binding on Lender, or any provision of any Lender’s plan or governing documents, or any agreement binding on any Lender or affecting its property, and is enforceable against each Lender in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws, or by equitable principles relating to or limiting creditors’ rights generally; (b) The person executing this Agreement and all Authorized Persons acting on behalf of Client has and have been duly and properly authorized to do so and the Client has been duly and properly authorized to act on behalf of or with respect to the Lenders; (c) Each Lender is lending Securities as principal for a business purpose its own account and will not transfer, assign or encumber its interest in, or rights with respect to, any Loans; (d) All Securities in the Account are free and clear of all liens, claims, security interests and encumbrances and no such Security has been sold. Client shall promptly deliver to Bank Written Instructions identifying any and all Securities which are no longer subject to the representations, warranties and covenants contained in this sub-paragraph (d); (e) on the commencement date for any personalLoan, family or household purpose. Borrower is an entity or a sole proprietor Lender represents and warrants that: (i) duly organized and existing and in good standing Lender is familiar with the provisions of Rule 144 under the laws Securities Act of 1933 (the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority“Securities Act”); (ii) do Lender is not, and within the preceding three months has not violate (A) any law or judgment or order or court or other governmental authority or been, an “affiliate” of the issuer of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result Securities as that term is used in a lien on any assets of Borrower (other than the security interest granted hereunder)Rule 144; and (iii) have been duly authorized any Securities transferred to Bank by all necessary corporateLender are not “restricted securities” within the meaning of Rule 144 or otherwise subject to any legal, partnership regulatory or limited liability company or partnership actionscontractual restrictions on transfer; and (iv) Lender is not an “insider” of issuer. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance For purposes of this Note have been duly obtained agreement “insider” shall mean directors, officers and principal stockholders as set forth in Section 16(a)(1) under the Securities Exchange Act of 1934, as amended; (f) Client agrees to identify for Bank those persons who exercise investment discretion or render investment advice with respect to securities of Lender which are available for the Program who (or whose affiliates) are Borrowers under the Program and Bank shall refrain from lending the securities of Lender to any Borrower so identified; and (g) If at any time Lender becomes aware of, or believes that, there are Securities in full force and effect without default by Borrower. Until the Obligations are paid in fullProgram which Bank should not lend on such Lender’s behalf, Borrower shall provide Lender agrees to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the promptly notify Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralidentify such Securities.

Representations, Warranties and Covenants. To induce the Agent Bank and the Banks to enter into this Agreement, the Borrower represents, and each Subsidiary represents and warrants and covenants to the Agent Bank that now and until all Obligations are paid in full as follows: : A. The Borrower and each Subsidiary has full power, authority, and capacity to enter into this Agreement, and this Agreement constitutes the legal, valid and binding obligations of the Borrower and each Subsidiary, enforceable against it in accordance with its terms. B. Upon execution and delivery of this Agreement and after giving effect thereto, no Event of Default under any of the Loan proceeds shall be used only for a business purpose Documents and not for any personalother documents, family certificates or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing instruments under the laws Loan Agreement or any other of the jurisdiction in Loan Documents shall exist which it was formedcontinues unwaived by the Agent Bank, (ii) duty qualified and no event which with the passage of time, the giving of notice or both would constitute an Event of Default, exists as of the date hereof. C. The person executing this Agreement on behalf of the Borrower and each Subsidiary is duly authorized to do business so. D. The representations and warranties made by the Borrower and each Subsidiary in every jurisdiction any of the Loan Documents are hereby true and correct in all material respects as of the date hereof. E. Other than the Litigation, there are no pending or, to the knowledge of the Borrower threatened, any action, suit, proceeding or arbitration or, to the knowledge of the Borrower, any governmental investigation pending or threatened, against or affecting the Borrower or the Subsidiaries or any property of the Borrower or the Subsidiaries seeking damages in excess of $1,000,000 in the aggregate, which failure has not been disclosed by the Borrower pursuant to Section 6.9 of the Loan Agreement or which prior to (a) the making of the last preceding Revolving Credit Loan or (b) the issuing of the most recent Letter of Credit or the most recent extension of the stated maturity date of any Letter of Credit, prior to the execution of this Amendment, if determined adversely, would have a Material Adverse Effect. Further, there has occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, which, in either event, in the opinion of the Banks, could reasonably be expected to have a Material Adverse Effect on the financial condition of the Borrower and the Subsidiaries on a consolidated basis. No injunction or other restraining order has been issued and no hearing to cause an injunction or other restraining order to be so qualified might have a material adverse effect on its business issued is pending or assets and (iii) has noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request consummation of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit Loan Agreement or the Bank and its agents to (A) visit and inspect each making of Borrower's premises and the CollateralRevolving Credit Loans, the making of the Class B Term Loans, the issuing or extension of the respective stated expiration dates of the Letters of Credit under the Loan Agreement.

Representations, Warranties and Covenants. Borrower represents, Seller hereby represents and warrants and covenants to Purchaser the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds following (which shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under survive the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have Amendment): 5.1 this Amendment has been duly authorized authorized, executed and delivered by all necessary corporateaction on the part of Seller and, partnership or limited liability company or partnership actions. Borrower conducts if necessary, its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrationsmembers, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are is in full force and effect without default by Borrower. Until as of the Obligations are paid in fulldate hereof, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position agreements and balance sheet obligations of Borrower as to Seller contained herein constitute the fiscal year endlegal, each in reasonable detail valid and certified by an officer or member binding obligations of Borrower to have been prepared Seller, enforceable against Seller in accordance with generality accepted accounting principles to present fairly their terms, except as enforceability is limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles; 5.2 the results execution, delivery and performance of Borrower's operations and cash flows and its financial position in conformity with such principlesthis Amendment (a) are all within Seller’s limited liability company powers, and to be correct(b) are not in contravention of law or the terms of Seller’s certificate of formation, complete operating agreement or other organizational documentation; 5.3 neither the execution and in accordance with Borrower's records. Promptly upon delivery of this Amendment, nor the request consummation of the Bank from time transactions contemplated hereby, nor compliance with the provisions hereof (a) has violated or shall violate any applicable laws or regulations or any order or decree of any court or Governmental Authority in any respect; and (b) does or shall conflict with or result in the breach of, or constitute a default in any respect under any material mortgage, deed of trust, security agreement, agreement or instrument to time. Borrowers shall supply which Seller is a party or may be bound (including without limitation the Indenture); 5.4 no action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other third party (including without limitation the Trustee) that has not been obtained, is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Amendment; 5.5 all additional information requested of the representations and shall permit warranties set forth in the Bank and its agents to (A) visit and inspect each of Borrower's premises Purchase Agreement and the Collateralother Transaction Documents, as amended hereby, are true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date; and 5.6 after giving effect to the this Amendment, no Event of Termination exists or has occurred and is continuing.

Representations, Warranties and Covenants. Borrower representsrepresents and warrants to, warrants and covenants to agrees with, Lender on the Bank that now date hereof and until all Obligations are paid in full on each date on which the Series D Warrant is exercised as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. : (a) Borrower is an entity or a sole proprietor (i) duly organized and Delaware corporation validly existing and in good standing under the laws of the jurisdiction State of Delaware (provided, however, that Borrower expects to reincorporate under the laws of the State of Illinois effective on December 31, 2010 at 11:59 p.m. and shall be, on each date on which the Series D Warrant is exercised after such time, an Illinois corporation validly existing and in which it was formed, good standing under the laws of the State of Illinois); (iib) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) Borrower has the all necessary power and authority to own each of execute, deliver and perform its assets obligations under this Agreement and the Equity Agreements and to use them as consummate the transactions contemplated now or in hereby and thereby; (c) this Agreement and the future. The execution Equity Agreements have been duly executed and delivered by Borrower; (d) the execution, delivery to the Bank and performance of this Note (i) are in furtherance Agreement and the Equity Agreements and the consummation of Borrower's purposes the transactions contemplated hereby and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) thereby have been duly authorized by all necessary corporateaction of Borrower and do not violate or conflict with, partnership or, with or limited liability company without the giving of notice, the passage of time or partnership actions. both, constitute a default under, or result in any Lien, in or on property of Borrower conducts under, any provision of Borrower’s charter or articles of incorporation or by-laws, any law, rule, regulation, order, writ, injunction or decree of any court, administrative agency or any other governmental authority applicable to Borrower or any of its business and operations properties or any agreement or other document or instrument to which Borrower is a party or by which Borrower or any of its property is bound; (e) this Agreement and the ownership Equity Agreements constitute the legal, valid and binding obligations of its assets Borrower, enforceable against Borrower in compliance accordance with each applicable statutetheir terms; (f) no notices, regulation reports or other filings are required to be made by Borrower with, and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licensesno consents, registrations, approvals, permits, licenses, orders or authorizations are required to be obtained by Borrower from, any Governmental Authority or any other Person in connection with the execution, delivery and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance performance of this Note have been duly obtained Agreement or the Equity Agreements, or the consummation of the transactions contemplated hereby or thereby; and are (g) no Person acting on Borrower’s behalf has any claim for a brokerage commission, finder’s fee or other like payment in full force connection with this Agreement or the Equity Agreements or the transactions contemplated by this Agreement or the Equity Agreements. Lender represents and effect without default by Borrower. Until the Obligations are paid in fullwarrants to, and agrees with, Borrower that, on the date hereof and on each date on which the Series D Warrant is exercised, Lender is and shall provide to be an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D promulgated under the Bank upon requests Securities Act of 1933, as amended, unless Lender has provided Borrower with a Representation Notice under Section 10(1) of the Series D Warrant. The representations, warranties and agreements made in form this Agreement, or in any document delivered pursuant hereto, shall survive the execution and number delivery of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows this Agreement and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request consummation of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit transactions described herein, including the Bank and its agents to (A) visit and inspect each exercise of Borrower's premises and one or both of the CollateralWarrants or the repayment of the Amended 2010 Term Note.

Representations, Warranties and Covenants. Borrower Raven represents, warrants and covenants to the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for : (a) Raven is a business purpose and not for any personallimited liability company duly organized, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and validly existing and in good standing under the laws of the jurisdiction State of Delaware. It has all power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. (b) Raven has all requisite power and authority to execute, deliver and perform this Agreement and to carry out the provisions hereof. The execution, delivery and performance by Raven of this Agreement have been duly authorized by all necessary action on the part of Raven, and this Agreement has been duly executed and delivered by Raven and constitutes the legal, valid and binding obligation of Raven, enforceable against Raven in which it was formedaccordance with its terms, except as the same may be limited by (i) applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights and (ii) duty qualified and authorized general principles of equity. (c) There are no actions, suits, investigations or proceedings pending or, to do business in every jurisdiction in its knowledge, threatened against Raven before any Governmental Authority which failure question the validity or enforceability of this Agreement or any action taken or to be so qualified might taken pursuant hereto, or which, if adversely determined, would materially impair Raven's ability to perform its obligations under this Agreement. (d) Neither Raven nor any of its properties or assets are subject to any contract or agreement, any provision of its certificate of formation or its limited liability company agreement, or other restriction, any law or any order, rule, ruling, certificate, license, regulation, judgment, injunction or demand of any country, state, territory or political subdivision thereof or of any court, agency, board, commission, governmental instrumentality or other tribunal or governmental authority which would have a material adverse effect on its business or assets and (iii) has the power and authority ability to own each of perform its assets and to use them as contemplated now or in the futureobligations under this Agreement. The valid and binding execution and delivery to the Bank of, and compliance with, this Agreement will not contravene any provision of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or presently effective law, rule, regulation, decree, ruling, judgment, order or court injunction applicable to or other governmental authority or binding upon Raven, the contravention of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement of which would materially impair the valid and binding on Borrowernature of, or result in a lien on its ability to perform, any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporateits obligations under this Agreement, partnership or conflict with or contravene its certificate of formation or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralagreement.

Representations, Warranties and Covenants. To induce Lender to enter into this Agreement, Borrower represents, warrants and covenants as follows (it being understood that (i) each such representation and warranty will be deemed remade as of the date on which each Loan is made and each Credit Accommodation is provided and shall not be affected by any knowledge of, or any investigation by, Lender, and (ii) the accuracy of each such representation, warranty and covenant will be a condition to the Bank that now each Loan and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose Credit Accommodation): Existence and not for any personal, family or household purposeAuthority. Borrower is an entity or a sole proprietor (i) duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty of its incorporation or formation. Borrower is qualified and authorized licensed to do business in every jurisdiction all jurisdictions in which any failure to be do so qualified might would have a material adverse effect on Borrower. The execution, delivery and performance by Borrower of this Agreement and all of the other Loan Documents have been duly and validly authorized, do not violate Borrower's articles or certificate of incorporation, by-laws or other organizational documents, or any law or any agreement or instrument or any court order which is binding upon Borrower or its property, do not constitute grounds for acceleration of any indebtedness or obligation under any agreement or instrument which is binding upon Borrower or its property, and do not require the consent of any Person. This Agreement and such other Loan Documents have been duly executed and delivered by, and are enforceable against, Borrower, and all other Obligors who have signed them, in accordance with their respective terms. Sections 9(g) and 9(h) of Schedule A set forth the ownership of Borrower and the names and ownership of Borrower's Subsidiaries as of the date of this Agreement. Name; Trade Names and Styles. The name of Borrower set forth in the heading to this Agreement is its correct and complete legal name as of the date hereof. Listed in Sections 9(a), 9(b) and 9(c) of Schedule A are all prior names of Borrower and all of Borrower's present and prior trade names. Borrower shall give Lender at least 30 days' prior written notice before changing its name or doing business under any other name. Borrower has complied with all laws relating to the conduct of business under a fictitious business name. Borrower represents and warrants that (i) each trade name does not refer to another corporation or assets other legal entity; (ii) all Accounts invoiced under any such trade names are owned exclusively by Borrower and are subject to the security interest of Lender and the other terms of this Agreement and (iii) all schedules of Accounts, including any sales made or services rendered using any trade name shall show Borrower's name as assignor. Title to Collateral; Permitted Liens. Borrower has good and marketable title to the power Collateral. The Collateral now is and authority will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Lender now has, and will continue to own have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Lender and the Collateral against all claims of others. None of the Collateral which is Equipment is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrower has delivered to Lender a landlord's waiver in form and substance satisfactory to Lender, Borrower is not a lessee or sublessee under any real property lease or sublease pursuant to which the lessor or sublessor may obtain any rights in any of the Collateral, and no such lease or sublease now prohibits, restrains, impairs or conditions, or will prohibit, restrain, impair or condition, Borrower's right to remove any Collateral from the premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Lender, cause each such third party to execute and deliver to Lender, in form acceptable to Lender, such waivers and subordinations as Lender shall specify, so as to ensure that Lender's rights in the Collateral are, and will continue to be, superior to the rights of its assets any such third party. Borrower will keep in full force and to use them as contemplated effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to future may be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collaterallocated.

Representations, Warranties and Covenants. Borrower 4.1 RREEF Fund represents, warrants and covenants to the Bank that now and until all Obligations are paid in full ACCP as follows: : (a) The Loan proceeds shall be used only for RREEF Fund is registered as an investment company under the Investment Company Act of 1940. It is a business purpose duly formed and not for any personalvalidly existing corporation, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction in which it was formedMaryland law, (ii) duty qualified and authorized to do business in every jurisdiction in which failure is not required to be so registered as a foreign corporation in any jurisdiction. All RREEF Fund shares are registered and qualified might have a for sale to the extent required by applicable federal and state law. The RREEF Fund has complied in all material adverse effect on its business or assets respects with all applicable federal and state securities laws, as well as applicable investment policies and restrictions. (iiib) It has the full power and authority to own each carry on its business as it is presently being conducted and to enter into this Agreement and the Merger contemplated hereby. (c) It is not in violation, and the execution, delivery and performance of this Agreement and the transactions contemplated hereby will not result in a violation, of its assets Articles of Incorporation or Bylaws, both as currently in effect, or of any material agreement, indenture, instrument, contract, lease or other undertaking to which RREEF Fund is a party or by which it is bound. (d) The execution, delivery and performance of this Agreement will have been duly authorized prior to use them as contemplated now or the Effective Time by all necessary action on the part of RREEF Fund's Board of Directors, and, subject to the approval of its shareholders, this Agreement will constitute a valid and binding obligation of RREEF Fund. (e) All information pertaining to RREEF Fund and included in the future. The execution Registration Statement (as defined in Section 5.5), or supplied by RREEF Fund for inclusion in the Registration Statement, on the effective date of the Registration Statement and delivery up to and including the Effective Time, will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements are made, not misleading. (f) Immediately prior to the Bank Effective Time, RREEF Fund will have good, marketable and unencumbered title to its cash, securities and other assets. (g) No consent, approval, authorization or order of this Note any court or governmental authority is required for the consummation by RREEF Fund of the transactions contemplated by the Agreement, except such as may be required under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), the 1940 Act, and rules and regulations thereunder, or state securities laws. (h) No material litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to RREEF Fund's knowledge, threatened against RREEF Fund or any of its properties or assets. RREEF Fund is not a party to or subject to the provisions of any order, injunction, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated. (i) are All reports and registration statements filed with the SEC regarding the RREEF Fund (i) were prepared in furtherance of Borrower's purposes all material respects in accordance with applicable federal and within its power state securities laws and authority; (ii) do as of their respective dates, such filings did not violate contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (Aj) All financial statements (whether audited or unaudited) of the RREEF Fund made available or furnished to ACCP in connection with its due diligence investigation of the RREEF Fund present fairly, in all material respects, the respective financial position and results of operations of the RREEF Fund on the dates and for the periods to which they relate, and have been prepared in accordance with consistently applied generally accepted accounting principles, subject only, in the case of unaudited financial statements, to year end adjustments and appropriate footnote disclosure, and there are no known material liabilities (contingent or otherwise) of the RREEF Fund as of such respective dates not disclosed therein. (k) The RREEF Fund has made a valid election to be taxed as a regulated, investment company under Subchapter M of the Code, and such Fund has complied in all material respects with all applicable provisions of federal, state and local law necessary to preserve and retain such Fund's election and status as a regulated investment company. (l) The RREEF Fund has timely filed (including pursuant to permissible extensions) all federal and state tax returns such fund is required to file for returns which are due up to the Effective Time. The RREEF Fund has timely paid all taxes which such fund was required to pay. All such tax returns are in all material respects true, correct and complete and present fairly and accurately in all material respects the information required to be shown therein. None of such returns have been examined by any law or judgment or order or court taxing or other governmental authority having jurisdiction, and to RREEF's knowledge, no such examination of any tax return is in progress, nor has any notice of such examination been received. (m) The RREEF Fund has materially complied with all recordkeeping, information reporting and withholding requirements imposed by any federal, state or local law, such as requirements relating to shareholder information reporting, backup withholding, withholding of tax on non-resident aliens and foreign corporations and other such similar withholding and information requirements. (n) No material adverse change has occurred in the financial condition of the RREEF Fund since October 31, 1996. (o) The books of the RREEF Fund reflecting the purchase and sale of such fund's shares are correct and complete in all material respects. The issued and outstanding shares of the RREEF Fund have been duly and validly issued, are fully paid and non-assessable, and have not been issued in violation of and are not subject to any preemptive right. There are no shares of the RREEF Fund outstanding other than the shares of the single class of the RREEF Fund reflected in such Fund's transfer agency records, nor are there any rights of any kind to acquire such shares outstanding. 4.2 ACCP represents, warrants and covenants to RREEF Fund as follows: (a) ACCP is registered as an investment company under the Investment Company Act of 1940. It is a duly formed and validly existing corporation, in good standing under Maryland law, and is not required to be registered as a foreign corporation in any jurisdiction. All ACRE Fund shares are or will be prior to the Effective Time, registered and qualified for sale to the extent required by applicable federal and state law. The ACRE Fund has complied in all material respects with all applicable federal and state securities laws, as well as applicable investment policies and restrictions. (b) ACCP has full power and authority to enter into this Agreement and the Merger contemplated hereby. (c) ACCP is not in violation, and the execution, delivery and performance of this Agreement and the transactions contemplated hereby will not result in a violation, of any provision of its Articles of Incorporation or Bylaws or of any arbitrator material agreement, indenture, instrument, contract, lease or other undertaking to which ACCP is a party or by which it is bound. (Bd) Borrower's governing documentsThe execution, constitute a default under any agreement binding on Borrower, or result in a lien on any assets delivery and performance of Borrower (other than the security interest granted hereunder); and (iii) have this Agreement has been duly authorized by all necessary corporateaction on the part of the Board of Directors of ACCP and this Agreement constitutes a valid and binding obligation of ACCP. (e) The Registration Statement, partnership or limited liability company or partnership actions. Borrower conducts on its business effective date and operations up to and including the Effective Time, will (i) conform in all material respects to the applicable requirements of the 1933 Act, the 1934 Act, and the ownership 1940 Act and the rules and regulations of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrationsthe Commission thereunder, and notices (the "Approvals"ii) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the conduct statements therein, in light of Borrower's business the circumstances under which such statements were made, not misleading; provided, however, that the representations and for Borrower's due issuance warranties in clause (ii) of this Note have been duly obtained paragraph shall not apply to statements in (or omissions from) the Registration Statement made in reliance upon and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with information furnished by RREEF Fund for use therein. (f) No consent, approval, authorization or order of any court or governmental authority is required for the consummation by ACRE Fund of the transactions contemplated by the Agreement, except such principlesas may be required under the 1933 Act, the 1934 Act, the 1940 Act, and rules and regulations thereunder, or state securities laws. (g) No material litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to be correctACCP's knowledge, complete threatened against ACCP or any of its properties or assets. ACCP is not a party to or subject to the provisions of any order, injunction, decree or judgment of any court or governmental body which materially and in accordance with Borrower's records. Promptly upon adversely affects its business or its ability to consummate the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateraltransactions herein contemplated.

Representations, Warranties and Covenants. Borrower representsCompany represents and warrants, warrants as of the date hereof and as of the date of assignment and sale of each Approved Receivable to Purchaser, and covenants to Purchaser that: (a) All Accounts Receivable are, and as of the Bank that now time of assignment and until all Obligations are paid sale to Purchaser, will be (i) bona fide obligations of Customers arising out of the sale of goods or the rendering of services in full as follows: The Loan proceeds shall be used only for a business purpose the ordinary course of busines*Lmsii, (ii) owned by Company, and not for (iii) without any personalDispute. (b) Company is, family or household purpose. Borrower is an entity or a sole proprietor and will remain during the term of this Agreement, (i) duly organized and existing organized, validly existing, and in good standing under the laws of the jurisdiction in which it was formedof its formation, and (ii) duty qualified and duly authorized to do carry on its business, and to execute, deliver, and perform its obligations under this Agreement. Company's execution, delivery, and performance of this Agreement does not and will not breach any other agreement to which it is a party, and does not require the consent of any third party, other than Chicago Venture Partners, L.P. who is required to release its security interest in the Accounts Receivable. Company is now solvent, and will remain solvent at all times during the term of this Agreement. Company shall not change the general character of its business as conducted on the date hereof. (c) Company shall promptly notify Purchaser of any Dispute. Company shall, upon providing Purchaser with at least 10 days' prior written notice, settle all Disputes at its own expense, including attorneys' fees and costs. Notwithstanding the foregoing, Company shall not settle any such Dispute that might otherwise have an adverse impact on Purchaser or on collection of the full amount of the Accounts Receivable without Purchaser's prior written consent. If any Dispute is not settled by Company within 60 days after maturity of the invoice, or within any shorter period specified by Purchaser, Purchaser in every jurisdiction its sole discretion may pursue collection and/or litigate such Dispute, or may settle or compromise such Dispute in which failure Company's name and for Company's account on such terms as Purchaser deems reasonable. (d) Except as otherwise provided in Section 8(b), the Accounts Receivable are not subject to any prior assignment, claim, defense, counterclaim, right of setoff, discount, lien or security interest, and Company will not make any further sale or assignment thereof or create any security interest or lien therein, nor permit its rights therein to be so qualified might have a reached by attachment, levy, garnishment or other judicial process. Company acknowledges that it has no right to, and shall not, assign, factor, sell, pledge, encumber, or convey all or any part of the Accounts Receivable, or any interest therein. (e) Other than what has been publicly disclosed, there is no material litigation involving Company or pending against Company, or to the knowledge of Company threatened, before any court or governmental authority, agency or arbitration authority which would jeopardize the Company or the Accounts Receivable. To the knowledge of Company, there is no material litigation involving or pending against any of the Customers before any court or governmental authority, agency or arbitration authority which would jeopardize or impair Purchaser's ability to receive payment in full with respect to the Accounts Receivable. Company has no knowledge of any events, occurrences or developments, that, have, or after the passage of time could reasonably be expected to have, individually or in the aggregate, any material adverse effect on or impact upon Company, or any of the Customers, or that might otherwise jeopardize or impair Purchaser's ability to receive payment in full in connection with the Accounts Receivable. (f) Company will at all times keep accurate and complete records and accounts concerning all Accounts Receivable and Company Accounts, and will submit to Purchaser, in form normally maintained by Company as of the date hereof, at such times as Purchaser may require, reconciliations of Accounts Receivable which set forth the total amount due with respect to the Accounts Receivable. Company shall deliver to Purchaser at Purchaser's request, no later than the 15th day of each month during the term of this Agreement, a detailed aging of the Accounts Receivable. Company has maintained, and will continue to maintain, its books and records in accordance with commercially reasonable business practices. (g) Purchaser, or assets and (iii) has the power and authority to own each any of its assets agents, shall have the right to call at Company's place or places of business at intervals to be determined by Purchaser, and without hindrance or delay upon reasonable prior notice, to use them as contemplated now or in inspect, audit, check and make extracts from the future. The execution books, records, journals, orders, receipts, correspondence and delivery other data relating to the Bank Company Accounts and the Accounts Receivable. (h) No notice of this Note the bankruptcy, insolvency or financial embarrassment of any Customer of the Accounts Receivable has been received (upon Company's receipt of any such notice, it will immediately give Purchaser written advice thereof). (i) are in furtherance of Borrower's purposes Company shall defend the title to the Accounts Receivable against all persons and within its power against all claims and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or demands whatsoever and shall keep the Accounts Receivable free and clear of any arbitrator and all liens, claims, charges, rights of setoff, encumbrances, taxes and assessments. Company shall not have the right to terminate, discharge, discount or write off any Accounts Receivable without the prior written consent of Purchaser. (Bj) BorrowerCompany shall not take any action in connection with the Accounts Receivable which would impair the value of the interest or rights of Purchaser thereunder or which would impair the interest or rights of Purchaser arising as the result of this Agreement. (k) Company shall promptly notify Purchaser in writing of any litigation, governmental investigations or criminal prosecutions involving the Accounts Receivable, any of the Customers, any of Company's governing documents, constitute a default under any agreement binding on Borrowerfacilities owned or operated by Company, or result in a lien on any assets of Borrower entities affiliated with Company. (other than the security interest granted hereunder); and (iii1) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary Except to the conduct of Borrowerextent permitted under Section 12(j), any public filing, release or announcement concerning this Agreement or the transactions contemplated hereby shall require Purchaser's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from prior written consent. (m) From time to time, at Company's expense, Company will, subject to existing law, promptly execute and deliver all further instruments, conveyances and documents, and take all further action, that may be necessary or desirable, or that Purchaser may request, in order to perfect and protect the sale, transfers and assignment of the Accounts Receivable or to enable Purchaser to exercise and enforce its rights and remedies hereunder with respect to any Accounts Receivable. Borrowers Company shall supply all additional information requested fully cooperate in correcting any errors or omissions in this Agreement, and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralany other documents executed in connection with this Agreement, if deemed necessary or desirable by Purchaser.

Representations, Warranties and Covenants. Borrower Creditor hereby represents, warrants and covenants to the Bank that now and until all Obligations are paid in full Purchaser as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor : (i) duly organized The Claim is a bona fide outstanding claim against Company, and existing and is an enforceable obligation arising in the ordinary course of business, for goods and/or services rendered to Company by Creditor in good standing under the laws of the jurisdiction faith. The Claim is currently due and owing and is payable in which it was formed, full. (ii) duty qualified [PLEASE COMPLETE] The Claim [__________________ ]is, [ X ]is not secured by any security interest in any property of the Company or an affiliate of the Company or by a guarantee of the Company or of an affiliate of The Company. (b) Creditor did not enter into the transaction giving rise to the Claim in contemplation of any sale or distribution of Company's common stock or other securities. (c) The Claim Amount is the total amount due to Creditor with respect to this Claim, net of any applicable discounts, allowances or other deductions to which Company is lawfully entitled. The documents attached hereto are true, correct and authorized complete copies of all documentation underlying the Claim. (d) The Claim is not reasonably subject to do business in every jurisdiction in which dispute and Company is unconditionally obligated to pay the full Claim Amount without defense, counterclaim or offset. To the knowledge of Creditor, the Company's failure to pay is due solely and exclusively to financial inability. (e) Creditor is the sole owner of the Claim, free and clear of all liens, encumbrances and rights of third parties. Creditor has not previously sold, transferred, encumbered or released any part of the Claim. (f) There has been no modification, compromise, forbearance, or waiver (written or oral) entered into or given with respect to the Claim. There is no action based on the Claim that is currently pending in any court or other legal venue, and no judgments based upon the Claim have been previously entered in any legal proceeding. (g) There are no taxes due, payable or withholdable as an incident of Creditor's Claim; no taxes will be so qualified might have due, payable or withholdable as a material adverse effect on its business or assets result of settlement of the Claim; and Creditor may at all times promptly withhold (iiiif applicable) and pay when due any federal, state, local and/or foreign taxes due as a result of payment of the Purchase Price. (h) Creditor has the all necessary power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance execute, deliver and perform all of Borrower's purposes its obligations under this Agreement, and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documentssell, constitute a default under any agreement binding on Borrowerconvey, or result transfer and assign the Claim to Purchaser. Creditor has such knowledge and experience in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations financial matters that it is able to protect its own interests and evaluate the ownership risks and benefits of entering into this Agreement. Creditor acknowledges and agrees that it has had an opportunity to conduct its assets in compliance own due diligence and consult with each applicable statuteits own legal counsel, regulation and tax, financial and other lawadvisors, and that Creditor is not relying in that regard on Purchaser. Creditor acknowledges that Purchaser is not making any representations or warranties whatsoever, including, without limitation, environmental laws. All approvalsabout the Company. (i) The execution, including without limitation, permits licenses, registrations, delivery and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance performance of this Note have Agreement by Creditor has been duly obtained authorized by all requisite action on the part of Creditor. This Agreement has been duly executed and are in full force delivered by Creditor and effect without default by Borrower. Until constitute the Obligations are paid in fulllegal, Borrower shall provide to the Bank upon requests in form valid and number binding obligation of copies and by accountants satisfactory to the BankCreditor, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared enforceable against Creditor in accordance with generality accepted accounting principles to present fairly its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the results availability of Borrowerequitable remedies. (j) [PLEASE CHECK] Creditor[ X ] is not [ ]is and within the past ninety (90) days [ X ]has not been [ ] has been directly or indirectly through one or more intermediaries in control, controlled by, or under common control with, the Company and is not an affiliate of the Company as defined in Rule 144 promulgated under the Act. Creditor is not in any way affiliated with any of the Company's operations Officers, Directors or ten-percent (10%) shareholders. Creditor is not a broker or dealer in securities. (k) Creditor's claim does not arise out of Promoter or Investor Relations Services. (I) The execution and cash flows delivery of this Agreement by Creditor and the performance of all of its financial position in conformity with obligations hereunder (i) do not and will not violate, conflict with, breach, or constitute a default under, any material contract, agreement or commitment binding upon such principlesCreditor, and (ii) do not and will not conflict with or violate any applicable law, rule, regulation, judgment, order or decree of any court or other government authority having jurisdiction over such Creditor or the Claim. (m) There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of Creditor, threatened against or affecting Creditor or any of its assets before or by any court, arbitrator, governmental or administrative agency, or regulatory authority that adversely affects or challenges the legality, validity or enforceability of, or that could have or reasonably be expected to result in a material adverse effect on this Agreement. (n) Creditor has no present intention to utilize any of the proceeds to be correctreceived from Purchaser to directly or indirectly, complete and provide any consideration to or invest in accordance with Borrower's records. Promptly upon any manner in the request Company or any affiliate of the Bank Company. (o) Creditor will not, directly or indirectly, receive any consideration from or be compensated in any manner by the Company, or any affiliate of the Company, in exchange for or in consideration for selling the Claim. (p) Creditor will immediately advise Purchaser if any of the foregoing cease to be fully true and accurate at any time up to time. Borrowers shall supply all additional information requested and shall permit including the Bank and its agents to (A) visit and inspect each of Borrower's premises and the CollateralApproval Date.

Representations, Warranties and Covenants. Borrower 8.1 The Account Bank represents, warrants and covenants to the Cash Manager, the Guarantor LP and the Bond Trustee at the date hereof, on each date on which an amount is credited to any Guarantor LP Account held with the Account Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for on each Guarantor LP Payment Date, that: (a) it is a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and Schedule I Bank existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty Canada and duly qualified and authorized to do business in every jurisdiction in which failure where the nature of its business requires it to be so qualified might have qualified, except where the failure to qualify would not constitute a material adverse effect on its business or assets Material Adverse Event; (b) the execution, delivery and (iii) has performance by the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Account Bank of this Note (i) Agreement are in furtherance of Borrower's purposes and within its power and authority; the Account Bank’s corporate powers, (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporatecorporate action, partnership and (iii) do not contravene or limited liability company result in a default under or partnership actions. Borrower conducts conflict with (1) the charter or by-laws of the Account Bank, (2) any law, rule or regulation applicable to the Account Bank, or (3) any order, writ, judgment, award, injunction, decree or contractual obligation binding on or affecting the Account Bank or its business property; (c) it is not a non-resident of Canada within the meaning of the Income Tax Act (Canada); (d) it possesses the necessary experience, qualifications, facilities and operations other resources to perform its responsibilities under this Agreement; (e) if regulated, it is in regulatory good standing; (f) it is in material compliance with its internal policies and procedures (including risk management policies), if any, relevant to the execution, delivery and performance of this Agreement; (g) it is in material compliance with all applicable laws, regulations and rules relevant to the execution, delivery and performance of this Agreement; (h) it meets or exceeds the minimum standards, if any, prescribed by the Rating Agencies, and meets or exceeds the Account Bank Ratings; and (i) it shall comply with, and perform its obligations under, the provisions of the Guide, and of the Transaction Documents to which it is a party, in each case applicable to it. 8.2 The Account Bank undertakes to notify the Guarantor LP and the ownership of its assets in compliance with each applicable statuteBond Trustee immediately if, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (at any time during the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance term of this Note have been duly obtained and are Agreement, any of the statements contained in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and Section 8.1 ceases to be correct, complete true. The warranties set out in Section 8.1 shall survive the signing and in accordance with Borrower's records. Promptly upon the request delivery of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralthis Agreement.

Representations, Warranties and Covenants. Borrower representsrepresents and warrants to, warrants and covenants to agrees with, Lender on the Bank that now date hereof and until all Obligations are paid in full on each date on which the Series C Warrant is exercised as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. : (a) Borrower is an entity or a sole proprietor (i) duly organized and Delaware corporation validly existing and in good standing under the laws of the jurisdiction State of Delaware (provided, however, that Borrower expects to reincorporate under the laws of the State of Illinois effective on December 31, 2010 at 11:59 p.m. and shall be, on each date on which the Series C Warrant is exercised after such time, an Illinois corporation validly existing and in which it was formed, good standing under the laws of the State of Illinois); (iib) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) Borrower has the all necessary power and authority to own each of execute, deliver and perform its assets obligations under this Agreement and the Equity Agreements and to use them as consummate the transactions contemplated now or in hereby and thereby; (c) this Agreement and the future. The execution Equity Agreements have been duly executed and delivered by Borrower; (d) the execution, delivery to the Bank and performance of this Note (i) are in furtherance Agreement and the Equity Agreements and the consummation of Borrower's purposes the transactions contemplated hereby and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) thereby have been duly authorized by all necessary corporateaction of Borrower and do not violate or conflict with, partnership or, with or limited liability company without the giving of notice, the passage of time or partnership actions. both, constitute a default under, or result in any Lien, in or on property of Borrower conducts under, any provision of Borrower’s charter or articles of incorporation or by-laws, any law, rule, regulation, order, writ, injunction or decree of any court, administrative agency or any other governmental authority applicable to Borrower or any of its business and operations properties or any agreement or other document or instrument to which Borrower is a party or by which Borrower or any of its property is bound; (e) this Agreement and the ownership Equity Agreements constitute the legal, valid and binding obligations of its assets Borrower, enforceable against Borrower in compliance accordance with each applicable statutetheir terms; (f) no notices, regulation reports or other filings are required to be made by Borrower with, and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licensesno consents, registrations, approvals, permits, licenses, orders or authorizations are required to be obtained by Borrower from, any Governmental Authority or any other Person in connection with the execution, delivery and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance performance of this Note have been duly obtained Agreement or the Equity Agreements, or the consummation of the transactions contemplated hereby or thereby; and are (g) no Person acting on Borrower’s behalf has any claim for a brokerage commission, finder’s fee or other like payment in full force connection with this Agreement or the Equity Agreements or the transactions contemplated by this Agreement or the Equity Agreements. Lender represents and effect without default by Borrower. Until the Obligations are paid in fullwarrants to, and agrees with, Borrower that, on the date hereof and on each date on which the Series C Warrant is exercised, Lender is and shall provide to be an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D promulgated under the Bank upon requests Securities Act of 1933, as amended, unless Lender has provided Borrower with a Representation Notice under Section 10(1) of the Series C Warrant. The representations, warranties and agreements made in form this Agreement, or in any document delivered pursuant hereto, shall survive the execution and number delivery of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows this Agreement and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request consummation of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit transactions described herein, including the Bank and its agents to (A) visit and inspect each exercise of Borrower's premises and one or both of the CollateralWarrants or the repayment of the Tranche A 2009 Note.

Representations, Warranties and Covenants. Borrower represents, warrants 3-1. The warranties and covenants to set forth in the Bank that now Credit Agreement are specifically incorporated herein by reference. The Borrower shall pay when due each Liability (or on demand if so payable) and until all Obligations are paid in full as follows: promptly, punctually, and faithfully shall perform each Liability. (a) The Loan proceeds shall be used only for Perfection Certificate, constitutes a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor listing of (i) duly organized all trade names and existing and in good standing trade styles under which the laws of the jurisdiction in which it was formed, Borrower presently conducts or ever conducted its business; (ii) duty qualified all legal names and authorized to do business in every jurisdiction in legal statuses (such as a corporation or partnership) under which failure to be so qualified might have a material adverse effect on the Borrower ever conducted its business or assets and business; (iii) has all entities and/or persons with whom the power Borrower ever consolidated or merged, or from whom the Borrower ever acquired in a single transaction or in a series of related transactions substantially all of such entity's or person's assets. (b) Except upon not less than twenty-one (21) days prior written notice given the Lender, the Borrower will not undertake or commit to undertake any action such that the results of that action, if undertaken prior to the date of this Agreement, would have been reflected on the Perfection Certificate. 3-3. The Collateral, and authority the books, records, and papers of Borrower pertaining thereto, are kept and maintained solely at the principal executive offices of Borrower stated above, and at those locations which are listed on the Perfection Certificate, which Perfection Certificate includes all service bureaus with which any such records are maintained. Except as provided for in the Credit Agreement, the Collateral will not be removed from said principal executive offices or those locations listed the Perfection Certificate. 3-4. The Borrower authorizes the Lender to own each of its assets verify the Collateral or any portion thereof, including verification with Account Debtors, and/or with the Borrower's computer billing companies, collection agencies, and accountants and to use them as contemplated now sign the name of the Borrower on any notice to the Borrower's Account Debtors or in on any notice relative to the futureverification of the Collateral. 3-5. The execution Borrower shall have and delivery maintain at all times insurance covering such risks, in such amounts, containing such terms, in such forms, for such periods, and written by such companies as may be satisfactory to the Bank Lender. All such insurance shall provide for a minimum of this Note twenty (i20) are days' written notice of cancellation to the Lender and all such insurance which covers the Collateral shall include such endorsement in furtherance favor of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and Lender as the ownership of its assets in compliance with each applicable statute, regulation and other lawLender may specify, including, without limitation, environmental an endorsement which provides that the insurance, to the extent of the Lender's interest therein, shall not be impaired or invalidated, in whole or in part, by reason of any act or neglect of the Borrower or by the failure of the Borrower to comply with any warranty or condition of the policy. In the event of failure by the Borrower to provide and maintain insurance as herein provided, the Lender may, at its option, provide such insurance. The Borrower shall furnish to Lender certificates or other evidence satisfactory to the Lender concerning compliance by the Borrower with the foregoing insurance provisions. The Borrower shall advise the Lender of each claim made by the Borrower under any policy of insurance which covers the Collateral and will permit the Lender, at the Lender's option in each instance, to the exclusion of the Borrower, provided, however, that an Event of Default has occurred and is continuing, to conduct the adjustment of each such claim. Originals of all such policies shall be delivered to and held by the Lender. The Borrower hereby appoints the Lender as the Borrower's attorney exercisable after the occurrence and continuation of an Event of Default to obtain, adjust, settle, and cancel any insurance described in this section and to endorse in favor of the Lender any and all drafts and other instruments with respect to such insurance. The within appointment, being coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Lender. The Lender shall not be liable on account of any exercise pursuant to said power except for any exercise in actual wilful misconduct, bad faith and gross negligence. The Lender may apply any proceeds of such insurance against the Liabilities, whether or not such have matured, in such order of application as the Lender may determine provided, however, if no Event of Default has occurred and is continuing, such insurance proceeds will be readvanced to the Borrower to make repairs and replace the destroyed asset. 3-6. The Borrower promptly shall pay, as they become due and payable, all taxes and unemployment contributions and all other charges of any kind or nature levied, assessed, or claimed against the Borrower or the Collateral by any person or entity whose claim could result in a lien upon assets of the Borrower or by any governmental authority, as provided for in the Credit Agreement; properly shall exercise any trust responsibilities imposed upon the Borrower by reason of withholding from employees' pay; and timely shall make all contributions and other payments as may be required pursuant to any employee benefit plan now or hereafter established by the Borrower. At its option, in the event the Borrower has failed to do so, the Lender may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied against or, assessed upon the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of the Borrower's employee benefit plan as the Lender, in the Lender's discretion, may deem necessary or desirable to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto. Any such amount expended by the Lender shall be added to the Liabilities. 3-7. The Borrower shall not sell, offer to sell, lease, or otherwise transfer or dispose of the Collateral or any part thereof or any interest therein other than dispositions permitted under the Credit Agreement. 3-8. The Borrower shall execute and deliver to the Lender such instruments and shall do all such things from time to time hereafter as the Lender may reasonably request to carry into effect the provisions and intent of this Agreement, to protect and perfect the Lender's security interest in and to the Collateral, and to comply with all applicable statutes and laws, and to facilitate the collection and/or enforcement of Collateral. All approvalsContemporaneous with the execution of this Security Agreement, the Borrower shall execute all such instruments as may be required by the Lender with respect to the perfection of the security interests granted herein, including without limitation, permits licenses, registrations, financing statements in such form as the Lender may determine and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared be filed in accordance with generality accepted accounting principles the provisions of the Uniform Commercial Code in such State or States as the Lender may determine, and applications for notation of the Lender as lienholder, mortgagee, or the like, on such certificates or similar instruments as may have been issued with respect to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request ownership of one or more items of the Bank from time Collateral. A carbon, photographic, or other reproduction of this Agreement or of any financing statement or other instrument executed pursuant to timethis Section shall be sufficient for filing to perfect the security interests granted herein. 3-9. Borrowers Except as permitted pursuant to the Credit Agreement ,the Borrower shall supply all additional information requested (a) keep the Collateral in good order and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateral.repair;

Representations, Warranties and Covenants. Borrower In addition to the continuing representations, warranties and covenants heretofore or hereafter made by Borrowers and Guarantors to Agent and Lenders pursuant to the other Financing Agreements, each of Borrowers and Guarantors, jointly and severally, hereby represents, warrants and covenants to the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets with and to use them Agent and Lenders as contemplated now or in follows (which representations, warranties and covenants are continuing and shall survive the future. The execution and delivery to hereof and shall be incorporated into and made a part of the Bank of this Note Financing Agreements): (ia) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have This Amendment No. 1 has been duly authorized authorized, executed and delivered by all necessary corporate, partnership or limited liability company or partnership actions. corporate action on the part of each Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrationsGuarantor which is a party hereto, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are is in full force and effect without default by Borrower. Until as of the Obligations are paid in fulldate hereof, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position agreements and balance sheet obligations of Borrower as to the fiscal year endBorrowers and Guarantors contained herein constitute legal, each in reasonable detail valid and certified by an officer or member binding obligations of Borrower to have been prepared Borrowers and Guarantors enforceable against them in accordance with generality accepted accounting principles their terms. (b) All of the representations and warranties set forth in the Loan Agreement and the other Financing Agreements, each as amended hereby, are true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to present fairly the results extent any such representation or warranty is made as of Borrower's operations a specified date, in which case such representation or warranty shall have been true and cash flows correct as of such date. (c) No Default or Event of Default shall exist or have occurred and its financial position be continuing on the date hereof. (d) All necessary actions and proceedings required by the Financing Agreements in conformity connection with such principlesthis Amendment No. 1, applicable law or regulation and to be correct, complete the transactions contemplated thereby have been duly and validly taken in accordance with Borrower's records. Promptly upon the request terms thereof, and all required consents thereto under any agreement, document or instrument to which Borrowers and Guarantors are a party, and all applicable consents or approvals of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralgovernmental authorities, have been obtained.

Representations, Warranties and Covenants. Borrower Except as disclosed in that certain Phase I Environmental Site Assessment prepared by URS Corporation (a copy of which has been provided by Mortgagor to Mortgagee), Mortgagor represents, warrants warrants, covenants and covenants agrees as follows: (a) To Mortgagor’s knowledge, neither Mortgagor nor the Property or any occupant thereof is in material violation of or subject to any existing, pending or threatened investigation or inquiry by any governmental authority pertaining to any Environmental Law. Mortgagor shall not cause or permit the Property to be in violation in any material respect of, or do anything which would subject the Property to any remedial obligations under, any Environmental Law, and shall promptly notify Mortgagee in writing of any existing, pending or threatened investigation or inquiry of which Mortgagor has knowledge by any governmental authority in connection with any Environmental Law. In addition, Mortgagor shall provide Mortgagee with copies of any and all material written communications with any governmental authority in connection with any violation of any Environmental Law, concurrently with Mortgagor’s giving or promptly after Mortgagor’s receiving of same. (b) To Mortgagor’s knowledge, no material release, spill, discharge, leak, disposal or emission (individually, a “Release” and, collectively, “Releases”) of a Hazardous Material, Hazardous Substance or Hazardous Waste, including gasoline, petroleum products, explosives, toxic substances, solid wastes and radioactive materials in any material amount (collectively, “Hazardous Substances”) has occurred, nor are there any visible signs of, any Release(s) at, upon, under or within the Property. During the term of this Mortgage, to the Bank that now extent required by any Environmental Laws, Mortgagor shall remove or remediate any Release at the Property promptly upon discovery at its sole cost and until all Obligations are paid in full as follows: The Loan proceeds shall expense. (c) To Mortgagor’s knowledge, the Property has never been used by the previous owners and/or operators nor has it or will it be used only by Mortgagor during the term of this Mortgage to refine, produce, store, handle, transfer, process, transport, generate, manufacture, heat, treat, recycle or dispose of Hazardous Substances, except for a such quantities as are handled in accordance with applicable manufacturers’ instructions and Environmental Laws and in proper storage containers as are necessary for the operation of the commercial business purpose and not for any personal, family of Mortgagor or household purpose. Borrower is an entity or a sole proprietor its tenants (“Permitted Substances”). (d) The Property: (i) duly organized is being and existing has been operated by Mortgagor in compliance in all material respects with all Environmental Laws, and all permits required thereunder have been obtained and complied with in good standing under the laws of the jurisdiction in which it was formed, all material respects; and (ii) duty qualified does not have any Hazardous Substances present excepting Permitted Substances. (e) Mortgagor will, and authorized to do business will cause its tenants to, operate the Property in every jurisdiction in which failure material compliance with all Environmental Laws and, other than Permitted Substances, will not place or permit to be so qualified might have a material adverse effect placed any Hazardous Substances on its business or assets and the Property. (iiif) has During Mortgagor’s period of ownership of the power and authority to own each of its assets Real Estate, and to use them Mortgagor’s knowledge prior thereto, no lien has been attached to or threatened to be imposed upon the Property, and, to Mortgagor’s knowledge, there is no basis for the imposition of any such lien based on any governmental action under Environmental Laws. In the event that any environmental lien is filed against the Property, Mortgagor shall, within thirty (30) days from the date that Mortgagor is given notice of such lien (or within such shorter period of time as contemplated now or is appropriate in the future. The execution and delivery event that steps have commenced to have the Bank of this Note Property sold), either: (i) are in furtherance of Borrower's purposes pay the claim and within its power and authorityremove the lien from the Property; or (ii) do not violate (A) any law or judgment or order or court furnish a cash deposit, bond or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests reasonably satisfactory in form and number substance to Mortgagee in an amount sufficient to discharge the claim out of copies and by accountants satisfactory to which the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collaterallien arises.

Representations, Warranties and Covenants. Borrower represents, Dealer hereby represents covenants and warrants and covenants as follows: 1. Immediately prior to the Bank that now sale and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws transfer of the jurisdiction same to PCI, Dealer was the sole owner of each obligation and contract sold or transferred. The title to the vehicle or collateral described in which it was formedthe contract is not branded, (iiand is free and clear of all liens, claims or other encumbrances. 2. Each contract is genuine, valid and binding, and legally enforceable ( except as such enforcement may be limited by bankruptcy) duty qualified against the obligors thereon in accordance with the terms thereof, and authorized to do fully complies, in form and content, with all applicable state and federal laws, including, but not limited to, truth in lending, regulation Z, and any motor vehicle retail installment act. All contracts were originated by Dealer in the ordinary course of its business with its customers, and Dealer originated all contracts and conducted its business in every jurisdiction in which failure compliance with all applicable state and federal laws. Dealer is fully licensed to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts conduct its business and operations sell the obligation to PCI. Dealer did not increase the price of the vehicle subject to the contract above, or ultimately sell that vehicle for a price higher than the respective prices that would have been sought and charged in a cash transaction. There is no separate agreement for a cash rebate, payment to obligor, or reduction of obligor’s indebtedness that is not set forth in the ownership obligations. 3. Each contract is and shall remain free from all defenses and offsets on the part of its assets in compliance with each applicable statute, regulation and other lawobligor thereunder, including, without limitation, environmental lawsany defenses or offsets relating to the condition, repair, merchantability or fitness for use of any vehicle identified in such contract, and that no representations or warranties have been made to the obligor other than those set forth therein. 4. All approvalsstatements and facts set forth in any contract are true and all payments shown therein as cash or trade-ins being made by the obligor were in fact made by the obligor and the balance shown on each contract is correct. 5. Each contract creates a valid first priority lien or security interest in or on the collateral described therein, including without limitationwas signed by the obligors and guarantors, permits licenses, registrationswho had the legal capacity to sign them, and notices (Dealer has taken all steps required to perfect such lien or security interest in the "Approvals") necessary name of PCI, and upon PCI’s acquisition of each contract, PCI shall be the sole secured party there under and entitled to the conduct benefits of Borrower's business and for Borrower's due issuance such perfected first priority security interest. Dealer will process the title transfer of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide applicable vehicle(s) to the Bank upon requests in form and number name of copies and by accountants satisfactory the obligor(s) stated on the contract, subject to the Banklien of PCI, within 90 days after through the end appropriate agency of each fiscal year the department of Borrowermotor vehicles in a timely manner. Unless clearly stated in the credit application, statements obligor is not an employee of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer Dealer or member of Borrower to have been prepared Dealer’s family. 6. Each contract represents the entire agreement between Dealer and the applicable obligor(s) and no oral agreements are in effect that would affect the validity or enforceability of each contract in accordance with generality its terms. 7. The vehicle identified in any contract is accurately described and based on the information provided to the dealer and has been delivered to and accepted accounting principles to present fairly by the results of Borrower's operations and cash flows and its financial position in conformity with such principlesapplicable obligor(s), and to be correct, complete and in accordance with Borrower's records. Promptly upon the request accompanied by a copy of the Bank contract and related documents. 8. The amount of any down payments shown on a contract as cash or trade-in are actual cash payments or cash equivalents. No obligor has been given or promised any cash payments or rebates, or any other consideration as an inducement to enter into a contract. 9. The purchase price of any vehicle stated on any contract represents the fair retail market value of such vehicle and has not been overstated or inflated in any way. 10. The collateral is insured, including comprehensive and collision under a policy with a deductible not exceeding Five Hundred and No/100 Dollars ($500.00). Dealer shall bear the risk of loss to the collateral prior to PCI’s purchase of the obligation. All premiums for Guaranteed Asset Protection (GAP) insurance will be fully paid. 11. The Dealer is responsible for the acts of all of its employees. 12. The odometer statement provided by Dealer at the time of the sale respecting each vehicle relating to a contract is correct and valid, based on the information provided to the dealer, on all vehicles less than ten (10) years old at the time of sale. 13. The copy of the manufacturer’s invoice provided to PCI on new motor vehicles is true and accurate. 14. No obligor is in default under any contract and all payments (if any) due under each contract at the time of PCI’s acquisition are current, based on information provided to the dealer. 15. Dealer will be responsible for the applicable refunds to PCI of any mechanical service contract (unless the mechanical service contract is administered by PCI), Credit Life and/or Disability Insurance, or GAP insurance, that was financed in the contract as well as any chargeback commissions if the obligor requests cancellation of coverage or when a vehicle is repossessed. 16. Dealer will deliver vehicle to obligor on the date the contract is signed by the obligor. The foregoing representations, covenants and warranties shall be deemed remade each time PCI acquires any obligations from time Dealer with respect to time. Borrowers shall supply all additional information requested such obligations and the related contracts and shall permit survive the Bank execution and its agents to (A) visit delivery of this Agreement and inspect each of Borrower's premises and the Collateralsuch acquisition.

Representations, Warranties and Covenants. Borrower represents, warrants Each of the Guarantors do hereby represent and covenants warrant to and covenant with the Bank that now and until all Obligations are paid in full Secured Creditor as follows: The Loan proceeds shall be used only : 1. Except for a business purpose and not for any personalthe Secured Creditor's ownership interest, family or household purpose. Borrower that the Guarantor is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws absolute owner of the jurisdiction in which it was formed, (ii) duty qualified Collateral free and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets clear of all liens and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than security interest whatsoever except for the security interest granted hereunder)the Secured Creditor by this Security Agreement. 2. That the Guarantor will defend the Collateral against the claims and demands of all persons at any time claiming the same or any interest therein. 3. That by virtue of this Security Agreement and the perfection of said security interest in accordance with the provisions of paragraph 7 hereof, the Secured Creditor has a valid, enforceable, perfected and first security interest in the Collateral. 4. Guarantor has not and shall not grant to any person other than the Secured Creditor a security interest or any other interest or claim in the Collateral. 5. There is not now and will not be filed in the future in any jurisdiction any financing statement listing any person other than the Secured Creditor as a secured party covering any or all of the Collateral. 6. That the Guarantor will not permit any liens or security interests other than the Secured Creditor's security interest, to attach to the Collateral, permit the Collateral to be levied upon under legal process, permit anything to be done that may impair the value of any of the Collateral or the security intended to be afforded by this Security Agreement. 7. That the Guarantor will not sell, transfer or otherwise dispose of any of the Collateral or any interest therein or offer to do so without the prior written consent of the Secured Creditor. 8. That the Guarantor will not use the collateral or permit the Collateral to be used in violation of any statute or ordinance and the Debtor shall further comply with all statutes, regulations and ordinances applicable to the use or its ownership of the Collateral and to its business. 9. That the Guarantor will pay promptly when due all taxes and assessments upon the Collateral or for its use or operation or upon any note or notes or other writing evidencing the Liabilities, or any of them. 10. That at its option, the Secured Creditor may discharge taxes, liens or security interest or encumbrances at any time levied upon or placed on the Collateral, and may pay for the maintenance and preservation of the Collateral; provided, however, the Secured Creditor shall be under no duty or obligation to do so. The Guarantor agrees to immediately reimburse the Secured Creditor on demand for any such payments made or any expenses incurred by the Secured Creditor together with interest at the highest rate permitted by law, pursuant to the foregoing authorization. 11. That the Secured Creditor shall have the right at all times to inspect the Collateral and the books and records of Guarantor and to make inquiries of the officers of Guarantor concerning the status thereof. 12. That the Guarantor shall not be dissolved or be consolidated or merged with any other entity nor shall the Guarantor transfer (iiiother than in the ordinary course of its business as permitted herein) have been duly authorized by all necessary corporatea substantial part of its assets. 13. That the Guarantor will immediately notify the Secured Creditor if the Guarantor suffers or permits any changes in management (including, partnership but not limited to, officers and directors) or limited liability company suffers or partnership actionsexperiences any adverse financial change. 14. Borrower conducts That the Guarantor will maintain the validity of the Collateral. 15. That the Guarantor, at the request of the Secured Creditor, shall furnish to the Secured Creditor such financial statements of and financial information relating to the Guarantor and its business and operations the Collateral, as the Secured Creditor may request and in such form as the ownership Secured Creditor may request from time to time. 16. This Security Agreement is made with full recourse to the Guarantor and pursuant to and upon all the warranties, representations, covenants, and agreements on the part of the Guarantor contained herein. 17. The Secured Creditor shall use reasonable care in the custody and preservation of the Collateral in its assets possession, but need not take any steps to preserve the rights of prior parties. The Secured Creditor shall be deemed to have exercised reasonable care in compliance the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Creditor accords its own property, it being understood that the Secured Creditor shall have no responsibility for taking any necessary steps to preserve rights against any parties with each applicable statuterespect to any Collateral. The Secured Creditor, regulation its directors, officers, and other lawagents shall not be liable or responsible in any manner whatsoever for any loss resulting from any investment made in the Collateral. The Guarantor agrees to indemnify and hold the Secured Creditor, its directors, officers, and other agents harmless from and against any liability, cost, or other expense (including, without limitation, environmental lawsreasonable attorneys' fees) relating to or resulting from any investment in the Collateral, unless proximately caused by the gross negligence or willful misconduct of the Secured Creditor. All approvalsof the foregoing representations, including without limitation, permits licenses, registrations, warranties and notices (covenants shall be true and correct throughout the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance term of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested Security Agreement and shall permit be fulfilled and maintained by the Bank and its agents to (A) visit and inspect each of Borrower's premises and Guarantor throughout the Collateralterm hereof.

Representations, Warranties and Covenants. Borrower representsBorrowers, warrants jointly and severally, represent, warrant and covenant with and to Lender as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of any Revolving Loans by Lender to Borrowers: (a) As of the Bank that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personaldate hereof, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized the Exxxx Merger is valid and existing effective in accordance with the Exxxx Merger Agreements and in good standing under the laws corporation statutes of the jurisdiction in which it was formedState of Delaware and the State of California and CG&Pet is the surviving corporation pursuant to the Exxxx Merger, (ii) duty qualified all actions and authorized to do business in every jurisdiction in which failure to be so qualified might proceedings required by the Exxxx Merger Agreements, applicable law and regulation have a material adverse effect on its business or assets been taken and the transactions required thereunder have been duly and validly taken and consummated, and (iii) no court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits or has prohibited consummation of the power and authority to own each of its assets and to use them as contemplated now or transactions described in the future. Exxxx Merger Agreements and no government action or proceeding has been threatened or commenced seeking any injunction, restraining order or other order which seeks to void or otherwise modify the transactions described in the Exxxx Merger Agreements. (b) The execution Exxxx Merger and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) other arrangements contemplated herein do not violate (A) any law or judgment regulation or any order or decree of any court or other governmental authority instrumentality in any respect and do not and will not conflict with or of any arbitrator result in the breach of, or (B) Borrower's governing documents, constitute a default under in any agreement binding on Borrowerrespect under, any agreement, document or instrument to which any Borrower is a party or may be bound, or result in a lien on the creation or imposition of any assets lien, charge or encumbrance upon any of the property of any Borrower or violate any provision of the Certificate of Incorporation or By-Laws of any Borrower. (c) Borrowers have delivered, or caused to be delivered, to Lender, true, correct and complete copies of the Exxxx Merger Agreements. (d) This Amendment No. 1 and each other than agreement or instrument to be executed and delivered by the security interest granted hereunder); and (iii) Borrowers have been duly authorized authorized, executed and delivered by all necessary corporateaction on the part of the Borrowers and, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statuteif necessary, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrationstheir respective stockholders, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are is in full force and effect without default by Borrower. Until as of the Obligations are paid in fulldate hereof, Borrower shall provide to as the Bank upon requests in form and number of copies and by accountants satisfactory to the Bankcase may be, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position agreements and balance sheet obligations of Borrower as to the fiscal year endBorrowers contained herein and therein constitute legal, each in reasonable detail valid and certified by an officer or member binding obligations of Borrower to have been prepared the Borrowers, respectively, enforceable against them in accordance with generality accepted accounting principles their terms. (e) All of the representations and warranties set forth in the Loan Agreement and the other Financing Agreements, each as amended hereby, are true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to present fairly the results extent any such representation or warranty is made as of Borrower's operations a specified date, in which case such representation or warranty shall have been true and cash flows and its financial position in conformity with correct as of such principlesdate. (f) As of the date hereof, and after giving effect to be correctthe provisions of this Amendment No. 1, complete no Event of Default, and in accordance no condition or event which, with Borrower's records. Promptly upon the request giving of the Bank from time to notice or lapse of time. Borrowers shall supply all additional information requested , or both, would constitute an Event of Default, exists or has occurred and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralis continuing.

Representations, Warranties and Covenants. Borrower 7.1 Seller hereby represents, warrants warrants, and covenants to Purchaser the Bank that now following, which shall also be true and until all Obligations are paid in full correct as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction Closing Date: 7.1.1 Seller is the record owner of legal title and alone is the sole owner of legal and equitable title in which it was formedand to the Property, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) Seller has the requisite power and authority to own each of its assets own, lease, operate, and sell the Property, and to use them as contemplated now or in the future. enter into this Agreement. 7.1.2 The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations Service Contracts and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and Tenant Leases are in full force and effect without default by Borrower. Until the Obligations are paid in fulleffect, Borrower shall provide and to the Bank upon requests in form best of Seller's knowledge, no default, or occurrence which with the passage of time would constitute a default, currently exists under any Service Contract or any Tenant Lease. 7.1.3 The execution, delivery and number performance of copies this Agreement by Seller has been duly and validly authorized by accountants satisfactory to all necessary action on the Bankpart of Seller. 7.1.4 This Agreement has been duly executed and delivered by Seller and constitutes a legal, within 90 days after the end valid and binding obligation of each fiscal year of BorrowerSeller, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared enforceable against Seller in accordance with generality accepted accounting principles the terms of this Agreement. 7.1.5 Seller has and, at the Closing Date, Seller will have and will convey to present fairly Purchaser good and indefeasible title to the results Property, free and clear of Borrowerall conditions, exceptions or reservations, except the Tenant Leases and the Permitted Exceptions. 7.1.6 Seller shall give notice to Purchaser immediately upon (i) Seller's operations and cash flows and its financial position in conformity with receipt of any notice from any governmental authority of a violation of any applicable laws or acquiring knowledge of the receipt of any such principlesnotice by any tenant of any portion of the Property, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request (ii) acquiring knowledge of the Bank from time presence of any Hazardous Material or Substance on the Property in a condition that is resulting or could reasonably be expected to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralresult in any adverse environmental impact, with a full description thereof.

Representations, Warranties and Covenants. Borrower Customer represents, warrants and covenants to the Bank Payee that now and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and existing and the Customer is a corporation in good standing under the laws of the jurisdiction in which it was formed, (ii) duty qualified and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. The execution and delivery to the Bank of this Note (i) are in furtherance of Borrower's purposes and within its power and authorityapplicable state law; (ii) do this IPA is a legal, valid and binding obligation of Customer and enforceable against Customer in accordance with its terms; (iii) the execution, delivery and performance of the IPA will not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute create a default under any law (including any applicable usury law), regulation, judgment, order, instrument, agreement or charter document binding on Borrowerthe Customer's property; (iv) the IPA has been duly authorized, or result executed and delivered by Customer; (v) each signatory on behalf of Customer of this IPA has the authority to bind Customer to this IPA; (vi) any and all information furnished to Payee is and will be true and correct and any financial statements furnished will be prepared in a lien on any assets of Borrower accordance with generally accepted accounting principles (other than the security interest granted hereunderGAAP); (vii) Customer shall comply with all applicable laws, regulations and orders relating to this IPA; (iiiviii) have been duly authorized by Customer shall pay when due all necessary corporateapplicable fees, partnership or limited liability company or partnership actions. Borrower conducts its business taxes and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, governmental charges (including without limitation, permits licensesinterest and penalties) of any nature imposed upon or relating to any item of Licensed Software, registrations, Pre-paid Services or this IPA (other than income taxes) or shall be timely contesting same; and notices (the "Approvals"ix) necessary Customer shall execute a Termination Rights Amendment to the conduct License and Services Agreement in the form as attached to this IPA. Any transfer or assignment of BorrowerCustomer's business obligations under this IPA shall require Payee's prior written consent. A transfer shall include a change in majority ownership or control of Customer. Customer agrees to promptly execute any ancillary documents and for Borrowertake further actions as Payee may reasonably request, including, but not limited to, assignment notifications and certificates of authorization. Customer agrees to provide Payee copies of Customer's due issuance of this Note have been duly obtained publically disclosed balance sheet, income statement and are in full force and effect other financial reports as Payee may reasonably request. Customer agrees that the Software Documents will not be altered, modified, changed or amended by Customer without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of BorrowerPayee's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collateralprior written consent.

Representations, Warranties and Covenants. Borrower Except as disclosed in that certain Phase I Environmental Site Assessment Update dated February 18, 2003 prepared by URS Corporation (a copy of which has been provided by Mortgagor to Mortgagee), Mortgagor represents, warrants warrants, covenants and covenants agrees as follows: (a) To Mortgagor’s knowledge, neither Mortgagor nor the Property or any occupant thereof is in material violation of or subject to any existing, pending or threatened investigation or inquiry by any governmental authority pertaining to any Environmental Law. Mortgagor shall not cause or permit the Property to be in violation in any material respect of, or do anything which would subject the Property to any remedial obligations under, any Environmental Law, and shall promptly notify Mortgagee in writing of any existing, pending or threatened investigation or inquiry of which Mortgagor has knowledge by any governmental authority in connection with any Environmental Law. In addition, Mortgagor shall provide Mortgagee with copies of any and all material written communications with any governmental authority in connection with any violation of any Environmental Law, concurrently with Mortgagor’s giving or promptly after Mortgagor’s receiving of same. (b) To Mortgagor’s knowledge, no material release, spill, discharge, leak, disposal or emission (individually a “Release” and collectively, “Releases”) of a Hazardous Material (as defined in the Credit Agreement), including gasoline, petroleum products, explosives, toxic substances, solid wastes and radioactive materials in any material amount (collectively, “Hazardous Substances”) has occurred, nor are there any visible signs of, any Release(s) at, upon, under or within the Property. During the term of this Mortgage, to the Bank that now extent required by any Environmental Laws, Mortgagor shall remove or remediate any Release at the Property promptly upon discovery at its sole cost and until all Obligations are paid in full as follows: The Loan proceeds shall expense. (c) To Mortgagor’s knowledge, the Property has never been used by the previous owners and/or operators nor has it or will it be used only by Mortgagor during the term of this Mortgage to refine, produce, store, handle, transfer, process, transport, generate, manufacture, heat, treat, recycle or dispose of Hazardous Substances, except for a such quantities as are handled in accordance with applicable manufacturers’ instructions and Environmental Laws and in proper storage containers as are necessary for the operation of the commercial business purpose and not for any personal, family of Mortgagor or household purpose. Borrower is an entity or a sole proprietor its tenants (“Permitted Substances”). (d) The Property: (i) duly organized is being and existing has been operated by Mortgagor in compliance in all material respects with all Environmental Laws, and all permits required thereunder have been obtained and complied with in good standing under the laws of the jurisdiction in which it was formed, all material respects; and (ii) duty qualified does not have any Hazardous Substances present excepting Permitted Substances. (e) Mortgagor will, and authorized to do business will cause its tenants to, operate the Property in every jurisdiction in which failure material compliance with all Environmental Laws and, other than Permitted Substances, will not place or permit to be so qualified might have a material adverse effect placed any Hazardous Substances on its business or assets and the Property. (iiif) has During Mortgagor’s period of ownership of the power and authority to own each of its assets Real Estate, and to use them Mortgagor’s knowledge prior thereto, no lien has been attached to or threatened to be imposed upon the Property, and, to Mortgagor’s knowledge, there is no basis for the imposition of any such lien based on any governmental action under Environmental Laws. In the event that any environmental lien is filed against the Property, Mortgagor shall, within thirty (30) days from the date that Mortgagor is given notice of such lien (or within such shorter period of time as contemplated now or is appropriate in the future. The execution and delivery event that steps have commenced to have the Bank of this Note Property sold), either: (i) are in furtherance of Borrower's purposes pay the claim and within its power and authorityremove the lien from the Property; or (ii) do not violate (A) any law or judgment or order or court furnish a cash deposit, bond or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporate, partnership or limited liability company or partnership actions. Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrations, and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide to the Bank upon requests reasonably satisfactory in form and number substance to Mortgagee in an amount sufficient to discharge the claim out of copies and by accountants satisfactory to which the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generality accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time. Borrowers shall supply all additional information requested and shall permit the Bank and its agents to (A) visit and inspect each of Borrower's premises and the Collaterallien arises.

Representations, Warranties and Covenants. Borrower The Grantor hereby represents, warrants and covenants to and with the Bank that now Borrower and until all Obligations are paid in full as follows: The Loan proceeds shall be used only for the Lender that: (a) It is a business purpose and not for any personalcorporation, family or household purpose. Borrower is an entity or a sole proprietor (i) duly organized and incorporated, validly existing and in good standing under the laws of the jurisdiction state of its incorporation set forth in which it was formedthe preamble hereto, (ii) duty and is duly qualified and authorized to do business business, and is in good standing, in every jurisdiction in which where the nature of its business requires it to be so qualified, except where the failure to be so qualified might have could not reasonably be expected to result in a material Material Adverse Effect. For the purposes of this Pledge Agreement, "Material Adverse Effect" means any event, condition, change or effect that (i) has a materially adverse effect on the business, Properties, capitalization, assets, liabilities, operations or financial condition of the Grantor, (ii) materially impairs the ability of the Grantor to perform its business obligations under this Pledge Agreement, or assets and (iii) has materially impairs the power and authority to own each of its assets and to use them as contemplated now validity or in enforceability of, or materially impairs the future. The execution and delivery rights, remedies or benefits available to the Bank Lender under this Pledge Agreement or any other Document. (b) The execution, delivery and performance by it of this Note Pledge Agreement and the actions contemplated hereby (i) are in furtherance of Borrower's purposes and within its power and authority; corporate powers, (ii) do not violate (A) any law or judgment or order or court or other governmental authority or of any arbitrator or (B) Borrower's governing documents, constitute a default under any agreement binding on Borrower, or result in a lien on any assets of Borrower (other than the security interest granted hereunder); and (iii) have been duly authorized by all necessary corporatecorporate action, partnership (iii) do not contravene (1) its charter or its bylaws, (2) any law, rule or regulation applicable to it, (3) any contractual restriction binding on or affecting it or its Property, or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its Property, and (iv) do not result in or require the creation of any Lien upon or with respect to any of its Properties, other than in favor of the Lender pursuant to the terms hereof. This Pledge Agreement has been duly executed and delivered by it. (c) This Pledge Agreement constitutes the legal, valid and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms, except as limited liability company by bankruptcy, insolvency, moratorium, fraudulent conveyance or partnership actions. Borrower conducts other laws relating to the enforcement of creditors' rights generally and general principles of equity (regardless of whether enforcement is sought at equity or law). (d) No consent, approval, authorization or other action by, and no notice to or of, or declaration or filing with, any governmental or other public body, or any other Person, is required for the due authorization, execution, delivery and performance by the Grantor of this Pledge Agreement or the consummation of the transactions contemplated hereby, except for disclosure filings required by applicable securities laws and such filings or notices as may be necessary to perfect the Lien granted to the Lender pursuant to this Agreement; (e) Except as disclosed on Schedule II hereto, there is no pending or, to its business knowledge, threatened action or proceeding or injunction, writ or restraining order affecting it before any court, Governmental Entity or arbitrator which could reasonably be expected to result in a Material Adverse Effect. (f) No proceeding referred to in paragraph (h) of Exhibit V of the LSA is pending against the Grantor and operations no other event referred to in such paragraph (h) of such Exhibit V has occurred and is continuing with respect to the Grantor, and the ownership property of the Grantor is not subject to any assignment for the benefit of creditors; (g) The Grantor is the sole shareholder of Matria WCH and Matria WCH has no outstanding rights, options, warrants or agreements pursuant to which it may be required to sell any of its assets in compliance with each applicable statutecapital stock interests; (h) Except for the security interest granted to the Borrower and assigned to the Lender, regulation the Grantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities that it is pledging hereunder, (ii) holds the Collateral that it is pledging hereunder free and clear of all Liens, charges, encumbrances and security interests of every kind and nature, and the Pledged Equity is subject to no options to purchase or any similar or other lawrights of any person, (iii) will make no assignment, pledge, hypothecation or transfer of, or create any security interest in, the Collateral that it is pledging hereunder including, without limitation, environmental laws. All approvals, including without limitation, permits licenses, registrationsby virtue of becoming bound by any agreement which restricts in any manner the rights of any present or future holder of any Pledged Equity with respect thereto, and notices (iv) subject to Section 5 below, will cause any and all Pledged Securities and other certificates, instruments or documents evidencing or representing any of the "Approvals"Collateral, whether for value paid by the Grantor or otherwise, to be forthwith deposited with the Lender and pledged or assigned hereunder. (i) The Grantor (i) has good right and legal authority to pledge the Collateral it is pledging hereunder in the manner hereby done or contemplated, (ii) will not amend, modify or supplement any Pledged Equity without the prior written consent of the Borrower and the Lender, nor forgive any indebtedness evidenced by any Pledged Equity, and (iii) will defend its title or interest thereto or therein against any and all attachments, Liens, claims, encumbrances, security interests or other impediments of any nature, however arising, of all persons whomsoever. (j) No consent or approval of any governmental body or regulatory authority or any securities exchange was or is necessary to the conduct validity of Borrower's business the pledge effected hereby; (k) By virtue of the execution and for Borrower's due issuance delivery by the Grantor of this Note have been duly obtained and Pledge Agreement, when the certificates, instruments or other documents representing or evidencing the Collateral are in full force and effect without default by Borrower. Until the Obligations are paid in full, Borrower shall provide delivered to the Bank upon requests in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of Borrower, statements of income and cash flows and the financial position and balance sheet of Borrower as to the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared Lender in accordance with generality accepted accounting principles to present fairly this Pledge Agreement and UCC financing statement in the results of Borrower's operations form attached hereto as Exhibit B are filed in the appropriate jurisdictions, the Lender will obtain a valid and cash flows perfected first Lien upon and its financial position security interest in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon Collateral as security for the request repayment of the Bank from time Obligations, prior to timeall other Liens and encumbrances thereon and security interests therein. (l) The pledge effected hereby is effective to vest in the Lender the rights in the Collateral as set forth herein. (m) All of the Pledged Equity has been duly authorized and validly issued and as at the date hereof, the Initial Pledged Equity constitutes all of the issued and outstanding shares of capital stock of the issuers listed on Schedule I annexed hereto. (n) The Grantor is located in the State of formation set forth in the preamble hereto for the purposes of Section 9-307 of the UCC as in effect in the State of New York. Borrowers All representations, warranties and covenants of the Grantor contained in this Pledge Agreement shall supply all additional information requested survive the execution, delivery and shall permit performance of this Pledge Agreement until the Bank and its agents termination of this Pledge Agreement pursuant to (A) visit and inspect each of Borrower's premises and the CollateralSection 14 hereof.