Common use of SBIC Regulatory Provisions Clause in Contracts

SBIC Regulatory Provisions. (a) As long as any SBIC Holder is a Lender, Borrower shall notify SBIC Holders (a) at least fifteen (15) days prior to taking any action after which the number of record holders of the Borrower would be increased from fewer than fifty (50) to fifty (50) or more, and (b) of any other action or occurrence after which the number of record holders of stock of the Borrower was increased (or would increase) from fewer than fifty (50) to fifty (50) or more, as soon as practicable after the Borrower becomes aware that such other action or occurrence has occurred or is proposed to occur. (b) At the same time Borrower delivers its financial statements to Lenders pursuant to Section 10.4, and at such other times as Agent or any Lender reasonably requests, Borrower shall deliver to each SBIC Holder a written statement certified by an authorized signatory of Borrower describing in reasonable detail the use of the proceeds of the Loans. In addition to any other rights granted hereunder, Borrower and each Guarantor shall grant SBIC Holders and the SBA access to Borrower or such Guarantor's books and records for the purpose of verifying the use of such proceeds and verifying the certifications made in SBA Forms 480 and 652 and for the purpose of determining whether the principal business activity of Borrower or such Guarantor continues to constitute an eligible business activity (within the meaning of the SBIC Regulations). (c) Upon the occurrence of a Regulatory Violation or in the event that any SBIC Holder determines in its sole discretion that a Regulatory Violation has occurred, in addition to any other rights and remedies to which it may be entitled as a holder of the Loan Documents (whether under this Credit Agreement, the Term Note or otherwise), such SBIC Holder shall have the right, to the extent required under the SBIC Regulations, to demand the immediate repayment of the Obligations or repurchase of the Warrants owned by such SBIC Holder at a price equal (a) to the outstanding amount of the Obligations, plus all accrued interest thereon and (b) the fair market value of the Warrants, by delivering written notice of such demand to Borrower and Guarantors. Borrower shall pay the purchase price for such securities by a cashier's or certified check or by wire transfer of immediately available funds to such SBIC Holder demanding repurchase within thirty (30) days after Borrower's receipt of the demand notice, and upon such payment, such SBIC Holder shall deliver the certificates evidencing the securities to be repurchased duly endorsed for transfer or accompanied by duly executed forms of assignment. (d) In the event that any SBIC Holder determines that it has a Regulatory Problem, such SBIC Holder shall have the right to transfer the Obligations and the Warrants without regard to any restrictions on transfer set forth in this Credit Agreement, the Borrower’s Charter Documents or otherwise, and Borrower and each Guarantor shall take all such actions as are reasonably requested by such SBIC Holder in order to (a) effectuate and facilitate any transfer by such SBIC Holder of any securities of Borrower or such Guarantor then held by such SBIC Holder to any Person designated by such SBIC Holder which is an accredited investor, (b) permit such SBIC Holder (or any of its Affiliates) to exchange all or any portion of the equity interests of Borrower or any Guarantor then held by it on a share-for-share basis for shares of a class of nonvoting equity interests of Borrower or such Guarantor, which nonvoting equity interests shall be identical in all respects to the equity interests on such terms as are requested by such SBIC Holder in light of regulatory considerations then prevailing, and (c) amend this Credit Agreement, the Borrower’s Charter Documents and any related agreements and instruments to the extent necessary to effectuate and reflect the foregoing. Such cooperation shall include, without limitation, the making of any required filing with any Governmental Authority including the filing of a certificate or plan of divestiture. (e) Promptly after the end of each calendar year commencing with the calendar year ending December 31, 2010 (but in any event prior to January 31st of each year), Borrower shall deliver to each SBIC Holder a written assessment of the economic impact of such SBIC Holder's investment in Borrower, specifying the full-time equivalent jobs created or retained in connection with the investment, the impact of the investment on the business of Borrower and Guarantors and on taxes paid by Borrower and Guarantors and their employees and such other reasonable information requested by the SBA or such SBIC Holder in connection with the filing of its SBA Form 46B or similar filings or requests.

SBIC Regulatory Provisions. (ai) As long as any SBIC Holder is a Lender, Borrower shall notify SBIC Holders (a) at least fifteen (15) Within 75 days prior to taking any action after which the number of record holders of the Borrower would be increased from fewer than fifty (50) to fifty (50) or more, and (b) of any other action or occurrence after which the number of record holders of stock of the Borrower was increased (or would increase) from fewer than fifty (50) to fifty (50) or more, as soon as practicable after the Borrower becomes aware that such other action or occurrence has occurred or is proposed to occur. (b) At the same time Borrower delivers its financial statements to Lenders pursuant to Section 10.4Closing, and at such other times as Agent or any Lender reasonably requeststhe end of each month thereafter until all of the proceeds of the Financing have been used by the Company and its Subsidiaries, Borrower the Company shall deliver to each SBIC Holder Cass▇▇▇▇▇/▇▇▇se and Chase Capital a written statement certified by an authorized signatory of Borrower the Company's chief executive officer or chief financial officer describing in reasonable detail the use of the proceeds of the LoansFinancing (as hereinafter defined) hereunder by the Company and its Subsidiaries. In addition to any other rights granted hereunder, Borrower and each Guarantor the Company shall grant SBIC Holders gran▇ ▇▇▇▇▇▇▇▇▇/▇▇▇se, Chase Capital and the SBA United States Small Business Administration (the "SBA") access to Borrower or such Guarantorthe Company's books and records for the purpose of verifying the use of such proceeds and verifying the certifications made in SBA Forms 480 and 652 and for the purpose of determining whether the principal business activity of Borrower or such Guarantor continues to constitute an eligible business activity (within the meaning of the SBIC Regulations)proceeds. (cii) Upon the occurrence of a Regulatory Violation (as hereinafter defined) or in the event that any SBIC Holder Cass▇▇▇▇▇/▇▇▇se or Chase Capital determines in its sole discretion reasonable good faith judgment that a Regulatory Violation has occurred, in addition to any other rights and remedies to which it may be entitled as a holder of the Loan Documents (whether under this Credit AgreementPreferred Stock, the Term Note or otherwise), such SBIC Holder Cass▇▇▇▇▇/▇▇▇se and Chase Capital shall each have the right, right to the extent extent, but only to the extent, required under the SBIC Regulations, Regulations to demand the immediate repayment repurchase of all of the Obligations or repurchase outstanding shares of the Warrants Preferred Stock owned by such SBIC Holder it at a price per share equal (a) to the outstanding amount of the Obligations, plus all accrued interest thereon and (b) the fair market value of the Warrants, purchase price paid for such stock hereunder by delivering written notice of such demand to Borrower and Guarantorsthe Company. Borrower The Company shall pay the purchase price for such securities stock by a cashier's or certified check or by wire transfer of immediately available funds to such SBIC Holder demanding repurchase holder within thirty (30) 45 days after Borrowerthe Company's receipt of the demand notice, and upon provided that such payment, such SBIC Holder shall deliver holder had previously delivered to the Company the certificates evidencing the securities Preferred Stock to be repurchased duly endorsed for transfer or accompanied by duly executed forms of assignment. (diii) In For purposes of this paragraph, "Regulatory Violation" means (a) a diversion of the event that any a material portion proceeds of such Financing from the use thereof previously provided to the Purchasers, if such diversion was effected without obtaining the prior written consent of Cass▇▇▇▇▇/▇▇▇se and Chase Capital (which may be withheld in their sole discretion) or (b) a change in the principal business activity of the Company and its Subsidiaries to an ineligible business activity (within the meaning of the SBIC Holder determines that it has a Regulatory ProblemRegulations) if such change occurs within one year after the date of the closing of the Financing hereunder; "SBIC Regulations" means the Small Business Investment Act of 1958 and the regulations issued thereunder as set forth in 13 CFR 107 and 121, such SBIC Holder as amended; and the term "Financing" shall have the right to transfer the Obligations and the Warrants without regard to any restrictions on transfer meaning set forth in this Credit Agreement, the Borrower’s Charter Documents or otherwise, and Borrower and each Guarantor shall take all such actions as are reasonably requested by such SBIC Holder in order to (a) effectuate and facilitate any transfer by such SBIC Holder of any securities of Borrower or such Guarantor then held by such SBIC Holder to any Person designated by such SBIC Holder which is an accredited investor, (b) permit such SBIC Holder (or any of its Affiliates) to exchange all or any portion of the equity interests of Borrower or any Guarantor then held by it on a share-for-share basis for shares of a class of nonvoting equity interests of Borrower or such Guarantor, which nonvoting equity interests shall be identical in all respects to the equity interests on such terms as are requested by such SBIC Holder in light of regulatory considerations then prevailing, and (c) amend this Credit Agreement, the Borrower’s Charter Documents and any related agreements and instruments to the extent necessary to effectuate and reflect the foregoing. Such cooperation shall include, without limitation, the making of any required filing with any Governmental Authority including the filing of a certificate or plan of divestitureRegulations. (e) Promptly after the end of each calendar year commencing with the calendar year ending December 31, 2010 (but in any event prior to January 31st of each year), Borrower shall deliver to each SBIC Holder a written assessment of the economic impact of such SBIC Holder's investment in Borrower, specifying the full-time equivalent jobs created or retained in connection with the investment, the impact of the investment on the business of Borrower and Guarantors and on taxes paid by Borrower and Guarantors and their employees and such other reasonable information requested by the SBA or such SBIC Holder in connection with the filing of its SBA Form 46B or similar filings or requests.

SBIC Regulatory Provisions. (ai) As long as any SBIC Holder is a Lender, Borrower The Company shall notify each holder of Underlying Common Stock which is an SBIC Holders (aan "SBIC Holder") at least fifteen as soon as practicable (15and, in any event, not later than 15 days) days prior to taking any action after which the number of record holders of the Borrower Company's voting stock would be increased from fewer than fifty (50) 50 to fifty (50) 50 or more, and (b) the Company shall notify each SBIC Holder of any other action or occurrence after which the number of record holders of the Company's voting stock of the Borrower was increased (or would increase) from fewer than fifty (50) 50 to fifty (50) 50 or more, as soon as practicable after the Borrower Company becomes aware that such other action or occurrence has occurred or is proposed to occur. Upon the occurrence of any such event or transaction, the Company shall enter into a Plan of Divestiture with each SBIC Holder as required by the SBIC Regulations. (bii) At Within 75 days after the same time Borrower delivers its financial statements to Lenders pursuant to Section 10.4Closing, and at such other times as Agent or any Lender reasonably requests, Borrower the Company shall deliver to each SBIC Holder a written statement certified by an authorized signatory of Borrower the Company's president or chief financial officer describing in reasonable detail the use of the proceeds of the LoansFinancing hereunder by the Company and its Subsidiaries. In addition to any other rights granted hereunder, Borrower and each Guarantor the Company shall grant each SBIC Holders Holder and the SBA United States Small Business Administration (the "SBA") access to Borrower or such Guarantorthe Company's books and records for the purpose of verifying the use of such proceeds and verifying the certifications made in SBA Forms 480 and 652 and for the purpose of determining whether the principal business activity of Borrower or such Guarantor continues to constitute an eligible business activity (within the meaning of the SBIC Regulations)proceeds. (ciii) Upon the occurrence of a Regulatory Violation or in the event that any SBIC Holder determines in its sole discretion reasonable good faith judgment that a Regulatory Violation has occurred, in addition to any other rights and remedies to which it may be entitled as a holder of the Loan Documents Series B Preferred Stock or Underlying Common Stock (whether under this Credit Agreement, the Term Note Certificate of Incorporation or otherwise), such each SBIC Holder shall have the right, to the extent required under the SBIC Regulations, right to demand the immediate repayment repurchase of all of the Obligations or repurchase outstanding shares of the Warrants Series B Preferred Stock and Underlying Common Stock owned by such SBIC Holder at a price per share equal (a) to the outstanding amount of the Obligationspurchase price paid for such stock hereunder, plus all accrued interest thereon and Accrued Dividends (bas defined in the Charter Amendment) the fair market value of the Warrantsthereon, by delivering written notice of such demand to Borrower and Guarantorsthe Company. Borrower The Company shall pay the purchase price for such securities stock by a cashier's or certified check or by wire transfer of immediately available funds to such each SBIC Holder demanding repurchase within thirty (30) 30 days after Borrowerthe Company's receipt of the demand notice, and upon such payment, each such SBIC Holder shall deliver the certificates evidencing the securities Series B Preferred Stock and Underlying Common Stock to be repurchased duly endorsed for transfer or accompanied by duly executed forms of assignment. (d) In the event that any SBIC Holder determines that it has a Regulatory Problem, such SBIC Holder shall have the right to transfer the Obligations and the Warrants without regard to any restrictions on transfer set forth in this Credit Agreement, the Borrower’s Charter Documents or otherwise, and Borrower and each Guarantor shall take all such actions as are reasonably requested by such SBIC Holder in order to (a) effectuate and facilitate any transfer by such SBIC Holder of any securities of Borrower or such Guarantor then held by such SBIC Holder to any Person designated by such SBIC Holder which is an accredited investor, (b) permit such SBIC Holder (or any of its Affiliates) to exchange all or any portion of the equity interests of Borrower or any Guarantor then held by it on a share-for-share basis for shares of a class of nonvoting equity interests of Borrower or such Guarantor, which nonvoting equity interests shall be identical in all respects to the equity interests on such terms as are requested by such SBIC Holder in light of regulatory considerations then prevailing, and (c) amend this Credit Agreement, the Borrower’s Charter Documents and any related agreements and instruments to the extent necessary to effectuate and reflect the foregoing. Such cooperation shall include, without limitation, the making of any required filing with any Governmental Authority including the filing of a certificate or plan of divestiture. (eiv) Promptly after the end of each calendar fiscal year commencing with the calendar year ending December 31, 2010 (but in any event prior to January 31st February 28 of each year), Borrower the Company shall deliver to each SBIC Holder a written assessment of the economic impact of such each SBIC Holder's investment in Borrowerthe Company, specifying the full-time equivalent jobs created or retained in connection with the investment, the impact of the investment on the businesses of the Company in terms of expanded revenue and taxes and other economic benefits resulting from the investment (including, but not limited to, technology development or commercialization, minority business development, urban or rural business development and expansion of Borrower and Guarantors and exports). (v) For purposes of this paragraph, "Regulatory Violation" means, with respect to any SBIC Holder providing Financing under this Agreement, (a) a diversion of the proceeds of such Financing from the reported use thereof on taxes paid by Borrower and Guarantors and their employees and such other reasonable information requested the use of proceeds statement delivered by the SBA or Company at the Closing, if such diversion was effected without obtaining the prior written consent of each SBIC Holder (which may be withheld in connection with its sole discretion) or (b) a change in the filing principal business activity of the Company and its SBA Form 46B or similar filings or requestsSubsidiaries to an ineligible business activity (within the meaning of the SBIC Regulations) if such change occurs within one year after the date of the initial Financing hereunder; "SBIC Regulations" means the Small Business Investment Act of 1958 and the regulations issued thereunder as set forth in 13 CFR Section 107 and Section 121, as amended; and the term "Financing" shall have the meaning set forth in the SBIC Regulations.

SBIC Regulatory Provisions. (a) As long as any SBIC Holder is a Lender, Borrower shall notify SBIC Holders (a) at least fifteen (15) days prior to taking any action after which the number of record holders of the Borrower would be increased from fewer than fifty (50) to fifty (50) or more, and (b) of any other action or occurrence after which the number of record holders of stock of the Borrower was increased (or would increase) from fewer than fifty (50) to fifty (50) or more, as soon as practicable after the Borrower becomes aware that such other action or occurrence has occurred or is proposed to occur. (b) At the same time Borrower the Company delivers its annual financial statements to Lenders pursuant to Section 10.4, the Purchasers hereunder and at such other times as Agent or any Lender the SBIC Holder reasonably requests, Borrower the Company shall deliver to each SBIC Holder a written statement certified by an authorized signatory of Borrower describing Officer's Certificate certifying in reasonable detail the use by the Company and its Subsidiaries of the proceeds of the Loanssale of the Common Stock hereunder. In addition to any other rights granted hereunder, Borrower and each Guarantor the Company shall grant SBIC Holders Holder and the SBA reasonable access to Borrower or such Guarantorthe Company's books and records for the purpose of verifying the use of such proceeds and verifying the certifications made in SBA Forms 480 and 652 and for the purpose of determining whether the principal business activity of Borrower or such Guarantor the Company and its Subsidiaries continues to constitute an eligible business activity (within the meaning of the SBIC Regulations). (cb) Upon the occurrence of a Regulatory Violation or in the event that any the SBIC Holder determines in its sole discretion reasonable good faith judgment that a Regulatory Violation has occurred, in addition to any other rights and remedies to which it may be entitled as a holder of securities of the Loan Documents Company (whether under this Credit Agreement, the Term Note Stockholders Agreement, the Registration Agreement, the Articles of Incorporation or otherwise), such the SBIC Holder shall have the right, right to the extent required under the SBIC Regulations, Regulations to demand the immediate repayment repurchase of all of the Obligations or repurchase outstanding shares of the Warrants capital stock owned by such the SBIC Holder at a price per share equal (a) to the outstanding amount of the Obligationspurchase price paid for such stock, plus all accrued or declared and unpaid dividends and interest thereon and (b) the fair market value of the Warrantsthereon, if any, by delivering written notice of such demand to Borrower and Guarantorsthe Company. Borrower The Company shall pay the purchase price for such securities by a cashier's or certified check or stock by wire transfer of immediately available funds to such the SBIC Holder demanding repurchase within thirty (30) 30 days after Borrowerthe Company's receipt of the demand notice, and upon such payment, such the SBIC Holder shall deliver the certificates or instruments evidencing the securities to be repurchased repurchased, duly endorsed for transfer or accompanied by duly executed forms of assignment. (c) At such time as any SBIC Holder requests, the Company shall deliver to the SBIC Holder a written assessment of the economic impact of the SBIC Holder's investment in the Company, specifying (x) the full-time equivalent jobs created or retained by the SBIC Holder in connection with the transactions contemplated hereby and (y) the impact of the SBIC Holder's investment contemplated hereby on revenues and profits of the Company and its Subsidiaries and on taxes paid by the Company and its employees, to the extent such information is reasonably necessary for the SBIC Holder to comply with the SBIC Regulations (which shall be determined by the SBIC Holder). (d) In the event that any the SBIC Holder determines that it has a Regulatory Problem, such the SBIC Holder shall have the right to transfer the Obligations and the Warrants its securities without regard to any restrictions restriction on transfer set forth in this Credit Agreement, Agreement or any other agreement to which the Borrower’s Charter Documents SBIC Holder is a party (other than the securities laws restrictions); provided that the transferee agrees to become a party to this Agreement or otherwise, and Borrower and each Guarantor such other agreement. The Company shall take all such actions as are reasonably requested by such each SBIC Holder in order to (a) effectuate and facilitate any transfer by such SBIC Holder of any securities of Borrower or such Guarantor Company then held by such SBIC Holder to any Person designated by such SBIC Holder which is an accredited investorHolder, (b) permit such SBIC Holder (or any of its Affiliates) to exchange all or any portion of the equity interests of Borrower or any Guarantor voting security then held by it on a share-for-share basis for shares of a class nonvoting security of nonvoting equity interests of Borrower or such Guarantorthe Company, which nonvoting equity interests security shall be identical in all respects to the equity interests voting security exchanged for it, except that it shall be nonvoting and shall be convertible into a voting security on such terms as are requested by such SBIC Holder in light of regulatory considerations then prevailing, and (c) continue and preserve the respective allocations of the voting interests with respect to the Company arising out of such SBIC Holder's ownership of voting securities and/or provided in the Stockholders Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such SBIC Holder to permit any Person(s) designated by such SBIC Holder to exercise any voting power which is relinquished by the SBIC Holder), and (d) amend this Credit Agreement, the Borrower’s Charter Documents Stockholders Agreement, the Registration Agreement, the Company's Articles of Incorporation, the Company's Bylaws and any related agreements and instruments to the extent necessary to effectuate and reflect the foregoing. Such cooperation shall include, without limitation, the making of any required filing with any Governmental Authority including the filing of a certificate or plan of divestiture. (e) Promptly after the end of each calendar year commencing with the calendar year ending December 31, 2010 (but The parties to this Agreement agree to vote their securities in any event prior to January 31st of each year), Borrower shall deliver to each SBIC Holder a written assessment of the economic impact favor of such SBIC Holder's investment in Borrower, specifying the full-time equivalent jobs created or retained in connection with the investment, the impact of the investment on the business of Borrower amendments and Guarantors and on taxes paid by Borrower and Guarantors and their employees and such other reasonable information requested by the SBA or such SBIC Holder in connection with the filing of its SBA Form 46B or similar filings or requestsactions.

SBIC Regulatory Provisions. (ai) As long as any SBIC Holder The Company shall notify each holder of Series 2 Senior Preferred Stock or Common Stock which is a LenderSmall Business Investment Company (an "SBIC Holder") as soon as practicable (and, Borrower shall notify SBIC Holders (ain any event, not later than 15 ----------- days) at least fifteen (15) days prior to taking any action after which the number of record holders of the Borrower Company's voting stock would be increased from fewer than fifty (50) 50 to fifty (50) 50 or more, and (b) the Company shall notify each SBIC Holder of any other action or occurrence after which the number of record holders of the Company's voting stock of the Borrower was increased (or would increase) from fewer than fifty (50) 50 to fifty (50) 50 or more, as soon as practicable after the Borrower Company becomes aware that such other action or occurrence has occurred or is proposed to occur. (bii) At the same time Borrower the Company delivers its annual audited financial statements to Lenders pursuant to Section 10.4, and hereunder or at such other times as Agent or any Lender reasonably SBIC Holder requests, Borrower the Company shall deliver to each SBIC Holder a written statement certified by an authorized signatory of Borrower the Company's president or chief financial officer describing in reasonable detail the use of the proceeds of the LoansFinancing hereunder by the Company and its Subsidiaries. In addition to any other rights granted hereunder, Borrower and each Guarantor the Company shall grant each SBIC Holders Holder and the SBA United States Small Business Administration (the "SBA") access to Borrower or such Guarantorthe Company's books and records for the --- purpose of verifying the use of such proceeds and verifying the certifications made by the Company in SBA Forms Form 480 and 652 delivered at the Closing and for the purpose of determining whether the principal business activity of Borrower or such Guarantor the Company and its Subsidiaries continues to constitute an eligible business activity (within the meaning of the SBIC Regulations). (ciii) Upon the occurrence of a Regulatory Violation or in the event that any SBIC Holder determines in its sole discretion reasonable good faith judgment that a Regulatory Violation has occurred, and such SBIC Holder has furnished the Company and the Shareholders with a written notice describing in detail such Regulatory Violation then in addition to any other rights and remedies to which it may be entitled as a holder of the Loan Documents Series 2 Senior Preferred Stock or Common Stock (whether under this Credit Agreement, the Term Note Articles of Incorporation or otherwise), such each SBIC Holder shall have the right, to the extent required under the SBIC Regulations, subject to all restrictions in any financing agreements to which the Company is subject or pursuant to which it is bound, and further subject to the full repayment of the Series 1 Senior Preferred Stock and, if applicable, the Series 3 Junior Preferred, to demand the immediate repayment repurchase of all of the Obligations or repurchase outstanding shares of the Warrants Series 2 Senior Preferred Stock and Common Stock owned by such SBIC Holder at a price per share equal (a) to the outstanding amount of the Obligationspurchase price paid for such stock hereunder, plus plus, if applicable, all accrued interest thereon or declared and (b) the fair market value of the Warrantsunpaid dividends thereon, by delivering written notice of such demand to Borrower and Guarantorsthe Company. Borrower The Company shall pay the purchase price for such securities stock by a cashier's or certified check or by wire transfer of immediately available funds to such each SBIC Holder demanding repurchase and repayment within thirty (30) 30 days after Borrowerthe Company's receipt of the demand notice, and upon such payment, each such SBIC Holder shall deliver the certificates evidencing the securities Senior Preferred Stock and Common Stock to be repurchased repurchased, duly endorsed for transfer or accompanied by duly executed forms of assignment. (div) Promptly after the end of each calendar year (but in any event prior to February 28 of each year), the Company shall deliver to the SBIC Holder a written assessment of the economic impact of the SBIC Holder's Financing on the Company, specifying the full-time equivalent jobs created or retained in connection with the investment, the impact of the SBIC Holders' Financing on the businesses of the Company in terms of expanded revenue and taxes and other economic benefits resulting from the investment (including, but not limited to, technology development or commercialization, minority business development, urban or rural business development and expansion of exports). (v) In the event that any SBIC Holder determines that it has a Regulatory Problem, such SBIC Holder shall have the right to transfer the Obligations and the Warrants Series 2 Senior Preferred Stock or Common Stock held by it without regard to any restrictions restriction on transfer set forth in this Credit Agreement or the Shareholders Agreement (provided that the transferee agrees to become a party to this Agreement and the Shareholders Agreement, the Borrower’s Charter Documents or otherwise), and Borrower and each Guarantor the Company shall take all such actions as are reasonably requested by such SBIC Holder in order to (a) effectuate and facilitate any transfer by such SBIC Holder of any securities of Borrower or such Guarantor the Company then held by such SBIC Holder to any Person designated by such SBIC Holder which is an accredited investorHolder, (b) permit such SBIC Holder (or any of its Affiliatesaffiliates) to exchange all or any portion of the equity interests of Borrower or any Guarantor voting security then held by it on a share-for-share basis for shares of a class nonvoting security of nonvoting equity interests of Borrower or such Guarantorthe Company, which nonvoting equity interests security shall be identical in all respects to the equity interests voting security exchanged for it, except that it shall be nonvoting and shall be convertible into a voting security on such terms as are requested by such SBIC Holder in light of regulatory considerations then prevailingprevailing (but in no event shall such conversion right give the SBIC Holder a greater percentage of the Common Stock of the Company, and including greater voting rights or voting percentage of all outstanding Common Stock (after giving effect to the full conversion of all nonvoting common stock into voting common stock), as such SBIC Holder had immediately prior to such exchange, reduced by normal dilution resulting from post exchange share issuances), (c) continue and preserve the respective allocations of the voting interests with respect to the Company arising out of the SBIC's ownership of voting securities and/or provided in the Shareholders Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested by such SBIC Holder to permit any Person(s) designated by such SBIC Holder to exercise any voting power which is relinquished by such SBIC Holder) and (d) amend this Credit Agreement, the Borrower’s Charter Documents Articles of Incorporation, the Bylaws and any related agreements and instruments to the extent necessary to effectuate and reflect the foregoing. Such cooperation shall includeThe Parties, without limitation, the making and each subsequent holder of any required filing with securities held by any Governmental Authority including the filing of a certificate or plan of divestiture. (e) Promptly after the end of each calendar year commencing with the calendar year ending December 31, 2010 (but in any event prior to January 31st of each year), Borrower shall deliver to each SBIC Holder a written assessment of the economic impact Parties, agree to vote their securities in favor of such SBIC Holder's investment in Borrower, specifying the full-time equivalent jobs created or retained in connection with the investment, the impact of the investment on the business of Borrower amendments and Guarantors and on taxes paid by Borrower and Guarantors and their employees and such other reasonable information requested by the SBA or such SBIC Holder in connection with the filing of its SBA Form 46B or similar filings or requestsactions.

SBIC Regulatory Provisions. (ai) As long as any Within 75 days after the Closing and each subsequent Financing hereunder by each holder of a Note or Underlying Common Stock which is an SBIC (an "SBIC Holder") and at the end of each month thereafter until all of the proceeds from the Loan from such SBIC Holder is a Lender, Borrower shall notify SBIC Holders (a) at least fifteen (15) days prior to taking any action after which and the number of record holders exercise of the Borrower would be increased from fewer than fifty (50) to fifty (50) or moreWarrants by such SBIC Holder have been used by the Company and its Subsidiaries, and (b) of any other action or occurrence after which the number of record holders of stock of the Borrower was increased (or would increase) from fewer than fifty (50) to fifty (50) or more, as soon as practicable after the Borrower becomes aware that such other action or occurrence has occurred or is proposed to occur. (b) At the same time Borrower delivers its financial statements to Lenders pursuant to Section 10.4, and at such other times as Agent or any Lender reasonably requests, Borrower Company shall deliver to each SBIC Holder a written statement certified by an authorized signatory of Borrower the Company's president or chief financial officer describing in reasonable detail the use of the proceeds of the LoansLoan from such SBIC Holder reflected by the Notes by the Company and its Subsidiaries. In addition to any other rights granted hereunder, Borrower and each Guarantor the Company shall grant each SBIC Holders Holder and the SBA United States Small Business Administration (the "SBA") access to Borrower or such Guarantorthe Company's books and records for the purpose of verifying the use of such proceeds and verifying the certifications made in SBA Forms 480 and 652 and for the purpose of determining whether the principal business activity of Borrower or such Guarantor continues to constitute an eligible business activity (within the meaning of the SBIC Regulations)proceeds. (cii) Upon the occurrence of a Regulatory Violation or in the event that any SBIC Holder determines in its sole discretion reasonable good faith judgment that a Regulatory Violation has occurred, in addition to any other rights and remedies to which it may be entitled as a holder of the Loan Documents a Note or of Underlying Common Stock (whether under this Credit Agreement, the Term Note Company's Certificate of Incorporation or otherwise), such each SBIC Holder shall have the right, right to the extent required under the SBIC Regulations, Regulations to demand the immediate repayment of the Obligations or Loan from such SBIC Holder and the repurchase of the Warrants all Underlying Common Stock owned by such SBIC Holder at a price equal (a) to the outstanding amount of purchase price paid for such securities hereunder (plus accrued but unpaid interest on the Obligations, plus all accrued interest thereon and (bNote held by such SBIC Holder) the fair market value of the Warrants, by delivering written notice of such demand to Borrower and Guarantorsthe Company. Borrower The Company shall pay the purchase price for such securities stock by a cashier's or certified check or by wire transfer of immediately available funds to such each SBIC Holder demanding repurchase within thirty (30) 30 days after Borrowerthe Company's receipt of the demand notice, and upon such payment, each such SBIC Holder shall deliver the certificates evidencing the securities Underlying Common Stock to be repurchased duly endorsed for transfer or accompanied by duly executed forms of assignment. (diii) In the event that For purposes of this paragraph, "Regulatory Violation" --------------------- means, with respect to any SBIC Holder determines that it has providing Financing under this Agreement, (a) a Regulatory Problemdiversion of the proceeds of such Financing from the reported use thereof on the use of proceeds statement delivered by the Company on SBA Form 1031 delivered at the Closing, if such diversion was effected without obtaining the prior written consent of the SBIC Holder Holders (which may be withheld in their sole discretion) or (b) a change in the principal business activity of the Company and its Subsidiaries to an ineligible business activity (within the meaning of the SBIC Regulations) if such change occurs within one year after the date of the initial Financing hereunder; "SBIC Regulations" means the Small Business ---------------- Investment Act of 1958 and the regulations issued thereunder as set forth in 13 CFR 107 and 121, as amended; and the term "Financing" shall have the right to transfer the Obligations and the Warrants without regard to any restrictions on transfer meaning set --------- forth in this Credit Agreement, the Borrower’s Charter Documents or otherwise, and Borrower and each Guarantor shall take all such actions as are reasonably requested by such SBIC Holder in order to (a) effectuate and facilitate any transfer by such SBIC Holder of any securities of Borrower or such Guarantor then held by such SBIC Holder to any Person designated by such SBIC Holder which is an accredited investor, (b) permit such SBIC Holder (or any of its Affiliates) to exchange all or any portion of the equity interests of Borrower or any Guarantor then held by it on a share-for-share basis for shares of a class of nonvoting equity interests of Borrower or such Guarantor, which nonvoting equity interests shall be identical in all respects to the equity interests on such terms as are requested by such SBIC Holder in light of regulatory considerations then prevailing, and (c) amend this Credit Agreement, the Borrower’s Charter Documents and any related agreements and instruments to the extent necessary to effectuate and reflect the foregoing. Such cooperation shall include, without limitation, the making of any required filing with any Governmental Authority including the filing of a certificate or plan of divestitureRegulations. (e) Promptly after the end of each calendar year commencing with the calendar year ending December 31, 2010 (but in any event prior to January 31st of each year), Borrower shall deliver to each SBIC Holder a written assessment of the economic impact of such SBIC Holder's investment in Borrower, specifying the full-time equivalent jobs created or retained in connection with the investment, the impact of the investment on the business of Borrower and Guarantors and on taxes paid by Borrower and Guarantors and their employees and such other reasonable information requested by the SBA or such SBIC Holder in connection with the filing of its SBA Form 46B or similar filings or requests.

SBIC Regulatory Provisions. (ai) As long as any SBIC Holder is a Lender, Borrower shall notify SBIC Holders (a) at least fifteen (15) Within 75 days prior to taking any action after which the number of record holders Closing and each subsequent Financing hereunder by each holder of the Borrower would be increased from fewer than fifty Note or Underlying Common Stock which is an SBIC (50an "SBIC Holder") to fifty (50) or more, and (b) at the end of any other action or occurrence after which the number of record holders of stock each month thereafter until all of the Borrower was increased (or would increase) proceeds from fewer than fifty (50) to fifty (50) or morethe Loan and the exercise of the Warrants have been used by the Company and its Subsidiaries, as soon as practicable after the Borrower becomes aware that such other action or occurrence has occurred or is proposed to occur. (b) At the same time Borrower delivers its financial statements to Lenders pursuant to Section 10.4, and at such other times as Agent or any Lender reasonably requests, Borrower Company shall deliver to each SBIC Holder a written statement certified by an authorized signatory of Borrower the Company's president or chief financial officer describing in reasonable detail the use of the proceeds of the Loansloan reflected by the Note by the Company and its Subsidiaries. In addition to any other rights granted hereunder, Borrower and each Guarantor the Company shall grant each SBIC Holders Holder and the SBA United States Small Business Administration (the "SBA") access to Borrower or such Guarantorthe Company's books and records for the purpose of verifying the use of such proceeds and verifying the certifications made in SBA Forms 480 and 652 and for the purpose of determining whether the principal business activity of Borrower or such Guarantor continues to constitute an eligible business activity (within the meaning of the SBIC Regulations)proceeds. (cii) Upon the occurrence of a Regulatory Violation or in the event that any SBIC Holder determines in its sole discretion reasonable good faith judgment that a Regulatory Violation has occurred, in addition to any other rights and remedies to which it may be entitled as a holder of the Loan Documents Note or the Underlying Common Stock (whether under this Credit Agreement, the Term Note Certificate of Incorporation or otherwise), such each SBIC Holder shall have the right, right to the extent required under the SBIC Regulations, Regulations to demand the immediate repayment of the Obligations or Loan and repurchase of the Warrants all Underlying Common Stock owned by such SBIC Holder at a price equal (a) to the outstanding amount of purchase price paid for such securities hereunder (plus accrued but unpaid interest on the Obligations, plus all accrued interest thereon and (bNote) the fair market value of the Warrants, by delivering written notice of such demand to Borrower and Guarantorsthe Company. Borrower The Company shall pay the purchase price for such securities stock by a cashier's or certified check or by wire transfer of immediately available funds to such each SBIC Holder demanding repurchase within thirty (30) 30 days after Borrowerthe Company's receipt of the demand notice, and upon such payment, each such SBIC Holder shall deliver the certificates evidencing the securities Underlying Common Stock to be repurchased duly endorsed for transfer or accompanied by duly executed forms of assignment. (diii) In the event that For purposes of this paragraph, "Regulatory Violation" --------------------- means, with respect to any SBIC Holder determines that it has providing Financing under this Agreement, (a) a Regulatory Problemdiversion of the proceeds of such Financing from the reported use thereof on the use of proceeds statement delivered by the Company on SBA Form 1031 delivered at the Closing, if such diversion was effected without obtaining the prior written consent of the SBIC Holder Holders (which may be withheld in their sole discretion) or (b) a change in the principal business activity of the Company and its Subsidiaries to an ineligible business activity (within the meaning of the SBIC Regulations) if such change occurs within one year after the date of the initial Financing hereunder; "SBIC Regulations" means the Small Business ---------------- Investment Act of 1958 and the regulations issued thereunder as set forth in 13 CFR 107 and 121, as amended; and the term "Financing" shall have the right to transfer the Obligations and the Warrants without regard to any restrictions on transfer meaning set --------- forth in this Credit Agreement, the Borrower’s Charter Documents or otherwise, and Borrower and each Guarantor shall take all such actions as are reasonably requested by such SBIC Holder in order to (a) effectuate and facilitate any transfer by such SBIC Holder of any securities of Borrower or such Guarantor then held by such SBIC Holder to any Person designated by such SBIC Holder which is an accredited investor, (b) permit such SBIC Holder (or any of its Affiliates) to exchange all or any portion of the equity interests of Borrower or any Guarantor then held by it on a share-for-share basis for shares of a class of nonvoting equity interests of Borrower or such Guarantor, which nonvoting equity interests shall be identical in all respects to the equity interests on such terms as are requested by such SBIC Holder in light of regulatory considerations then prevailing, and (c) amend this Credit Agreement, the Borrower’s Charter Documents and any related agreements and instruments to the extent necessary to effectuate and reflect the foregoing. Such cooperation shall include, without limitation, the making of any required filing with any Governmental Authority including the filing of a certificate or plan of divestitureRegulations. (e) Promptly after the end of each calendar year commencing with the calendar year ending December 31, 2010 (but in any event prior to January 31st of each year), Borrower shall deliver to each SBIC Holder a written assessment of the economic impact of such SBIC Holder's investment in Borrower, specifying the full-time equivalent jobs created or retained in connection with the investment, the impact of the investment on the business of Borrower and Guarantors and on taxes paid by Borrower and Guarantors and their employees and such other reasonable information requested by the SBA or such SBIC Holder in connection with the filing of its SBA Form 46B or similar filings or requests.

SBIC Regulatory Provisions. (ai) As long as any SBIC Holder is a Lender, Borrower The Company shall notify each holder of Stock which is an SBIC Holders (aan "SBIC Holder") at least fifteen as soon as practicable (15and, in any event, not later than 15 days) days prior to taking any action after which the number of record holders of the Borrower Company's voting stock would be increased from fewer than fifty (50) 50 to fifty (50) 50 or more, and (b) the Company shall notify each SBIC Holder of any other action or occurrence after which the number of record holders of the Company's voting stock of the Borrower was increased (or would increase) from fewer than fifty (50) 50 to fifty (50) 50 or more, as soon as practicable after the Borrower Company becomes aware that such other action or occurrence has occurred or is proposed to occur. Upon the occurrence of any such event or transaction, the Company shall enter into a Plan of Divestiture with each SBIC Holder as required by the SBIC Regulations. (bii) At Within 75 days after the same time Borrower delivers its financial statements to Lenders pursuant to Section 10.4, Closing and each subsequent Financing hereunder by an SBIC Holder and at such other times as Agent or any Lender reasonably requeststhe end of each month thereafter until all of the proceeds from the Financing hereunder have been used by the Company and its Subsidiaries, Borrower the Company shall deliver to each SBIC Holder a written statement certified by an authorized signatory of Borrower the Company's president or chief financial officer describing in reasonable detail the use of the proceeds of the LoansFinancing hereunder by the Company and its Subsidiaries. In addition to any other rights granted hereunder, Borrower and each Guarantor the Company shall grant each SBIC Holders Holder and the SBA United States Small Business Administration (the "SBA") access to Borrower or such Guarantorthe Company's books and records for the purpose of verifying the use of such proceeds and verifying the certifications made in SBA Forms 480 and 652 and for the purpose of determining whether the principal business activity of Borrower or such Guarantor continues to constitute an eligible business activity (within the meaning of the SBIC Regulations)proceeds. (ciii) Upon the occurrence of a Regulatory Violation or in the event that any SBIC Holder determines in its sole discretion reasonable good faith judgment that a Regulatory Violation has occurred, in addition to any other rights and remedies to which it may be entitled as a holder of the Loan Documents Class A Preferred or Underlying Common Stock (whether under this Credit Agreement, the Term Note Certificate of Incorporation or otherwise), such each SBIC Holder shall have the right, to the extent required under the SBIC Regulations, to demand the immediate repayment repurchase of all of the Obligations or repurchase outstanding shares of the Warrants Stock owned by such SBIC Holder at a price per share equal (a) to the outstanding amount purchase price paid for such stock hereunder, plus (in the case of the Obligations, plus Preferred Stock) all accrued interest thereon or declared and (b) the fair market value of the Warrantsunpaid dividends thereon, by delivering written notice of such demand to Borrower and Guarantorsthe Company. Borrower The Company shall pay the purchase price for such securities stock by a cashier's or certified check or by wire transfer of immediately available funds to such each SBIC Holder demanding repurchase within thirty (30) 30 days after Borrowerthe Company's receipt of the demand notice, and upon such payment, each such SBIC Holder shall deliver the certificates evidencing the securities Stock to be repurchased duly endorsed for transfer or accompanied by duly executed forms of assignment. (div) In the event that For purposes of this paragraph, "Regulatory Violation" means, with respect to any SBIC Holder determines that it has providing Financing under this Agreement, (a) a Regulatory Problemdiversion of the proceeds of such Financing from the reported use thereof on SBA Form 1031 delivered at the Closing, if such diversion was effected without obtaining the prior written consent of the SBIC Holder Holders (which may be withheld in their sole discretion) or (b) a change in the principal business activity of the Company and its Subsidiaries to an ineligible business activity (within the meaning of the SBIC Regulations) if such change occurs within one year after the date of the initial Financing hereunder; "SBIC Regulations" means the Small Business Investment Act of 1958 and the regulations issued thereunder as set forth in 13 CFR 107 and 121, as amended; and the term "Financing" shall have the right to transfer the Obligations and the Warrants without regard to any restrictions on transfer meaning set forth in this Credit Agreement, the Borrower’s Charter Documents or otherwise, and Borrower and each Guarantor shall take all such actions as are reasonably requested by such SBIC Holder in order to (a) effectuate and facilitate any transfer by such SBIC Holder of any securities of Borrower or such Guarantor then held by such SBIC Holder to any Person designated by such SBIC Holder which is an accredited investor, (b) permit such SBIC Holder (or any of its Affiliates) to exchange all or any portion of the equity interests of Borrower or any Guarantor then held by it on a share-for-share basis for shares of a class of nonvoting equity interests of Borrower or such Guarantor, which nonvoting equity interests shall be identical in all respects to the equity interests on such terms as are requested by such SBIC Holder in light of regulatory considerations then prevailing, and (c) amend this Credit Agreement, the Borrower’s Charter Documents and any related agreements and instruments to the extent necessary to effectuate and reflect the foregoing. Such cooperation shall include, without limitation, the making of any required filing with any Governmental Authority including the filing of a certificate or plan of divestitureRegulations. (e) Promptly after the end of each calendar year commencing with the calendar year ending December 31, 2010 (but in any event prior to January 31st of each year), Borrower shall deliver to each SBIC Holder a written assessment of the economic impact of such SBIC Holder's investment in Borrower, specifying the full-time equivalent jobs created or retained in connection with the investment, the impact of the investment on the business of Borrower and Guarantors and on taxes paid by Borrower and Guarantors and their employees and such other reasonable information requested by the SBA or such SBIC Holder in connection with the filing of its SBA Form 46B or similar filings or requests.

SBIC Regulatory Provisions. (a) As long as any SBIC Holder is a Lender, Borrower shall notify SBIC Holders Within seventy-five (75) days after the Closing Date and thereafter at the time that the Company delivers its quarterly financial statements to the Purchaser pursuant to Section 3.1 (a) at least fifteen (15) days prior to taking any action after which the number of record holders until all of the Borrower would be increased proceeds from fewer than fifty (50) to fifty (50) or morethe Financing provided hereunder have been used by the Company, and (b) of any other action or occurrence after which the number of record holders of stock of the Borrower was increased (or would increase) from fewer than fifty (50) to fifty (50) or more, as soon as practicable after the Borrower becomes aware that such other action or occurrence has occurred or is proposed to occur. (b) At the same time Borrower delivers its financial statements to Lenders pursuant to Section 10.4, and at such other times as Agent or any Lender reasonably requests, Borrower Company shall deliver to each SBIC Holder a written statement certified by the Purchaser an authorized signatory of Borrower describing Officers' Certificate describing- in reasonable detail the use of the proceeds of the LoansFinancing hereunder by the Company. In addition to any other rights granted hereunder, Borrower and each Guarantor upon reasonable notice from Purchaser the Company shall grant SBIC Holders permit the Purchaser and the SBA access to Borrower or such Guarantorthe Company's books and records for the purpose of verifying the use of such proceeds and verifying the certifications made in SBA Forms 480 and 652 and for the purpose of determining whether the principal business activity of Borrower or such Guarantor continues to constitute an eligible business activity (within the meaning of the SBIC Regulations)proceeds. (cb) Upon the occurrence of a an SBIC Regulatory Violation or in the event that any SBIC Holder the Purchaser determines in its sole discretion reasonable good faith judgment that a SBIC Regulatory Violation has occurred, in addition to any other rights and remedies to which it may be entitled as a holder of the Loan Documents (whether under this Credit AgreementSecurities and any Equity Interests issuable pursuant thereto, the Term Note or otherwise), such SBIC Holder Purchaser shall have the right, right to the extent required under the SBIC Regulations, Regulations to demand the immediate repayment of the Obligations or repurchase of the Warrants owned by such SBIC Holder Securities and all Equity Interests issuable pursuant thereto at a price equal (a) to the outstanding aggregate unpaid principal amount of the ObligationsNote together with any accrued and unpaid interest thereon and any premium due thereon, plus all accrued interest thereon or declared and (b) the fair market value of the Warrantsunpaid dividends thereon, by delivering written notice of such demand to Borrower and Guarantorsthe Company. Borrower The Company shall pay the purchase price for all such securities by a cashier's or certified check or by wire transfer of immediately available funds to such SBIC Holder demanding repurchase the Purchaser within thirty (30) days after Borrowerthe Company's receipt of the demand notice, and upon such payment, such SBIC Holder the Purchaser shall deliver the instruments and certificates evidencing the securities to be repurchased duly endorsed for transfer or accompanied by duly executed forms of assignment. (dc) In The Company shall use the event that any SBIC Holder determines that it has a Regulatory Problemproceeds of the Financing provided hereunder solely for new store openings, such SBIC Holder shall have the right to transfer the Obligations and the Warrants without regard to any restrictions on transfer set forth in this Credit Agreementmarketing, the Borrower’s Charter Documents or otherwisegrowth initiatives, working capital, and Borrower other purposes complying with the SBA Regulations, consistent with representations and each Guarantor shall take all such actions as are reasonably requested warranties made by such SBIC Holder in order to (a) effectuate and facilitate any transfer by such SBIC Holder of any securities of Borrower or such Guarantor then held by such SBIC Holder to any Person designated by such SBIC Holder which is an accredited investor, (b) permit such SBIC Holder (or any of its Affiliates) to exchange all or any portion of the equity interests of Borrower or any Guarantor then held by it on a share-for-share basis for shares of a class of nonvoting equity interests of Borrower or such Guarantor, which nonvoting equity interests shall be identical in all respects Company to the equity interests on such terms as are requested by such SBIC Holder in light of regulatory considerations then prevailing, and (c) amend this Credit Agreement, the Borrower’s Charter Documents and any related agreements and instruments to the extent necessary to effectuate and reflect the foregoing. Such cooperation shall include, without limitation, the making of any required filing with any Governmental Authority including the filing of a certificate or plan of divestiturePurchaser hereunder. (e) Promptly after the end of each calendar year commencing with the calendar year ending December 31, 2010 (but in any event prior to January 31st of each year), Borrower shall deliver to each SBIC Holder a written assessment of the economic impact of such SBIC Holder's investment in Borrower, specifying the full-time equivalent jobs created or retained in connection with the investment, the impact of the investment on the business of Borrower and Guarantors and on taxes paid by Borrower and Guarantors and their employees and such other reasonable information requested by the SBA or such SBIC Holder in connection with the filing of its SBA Form 46B or similar filings or requests.

SBIC Regulatory Provisions. (a) As long as At any SBIC Holder is a Lender, Borrower shall notify SBIC Holders (a) at least fifteen (15) days prior to taking any action after which time the number of record holders of the Borrower would be increased from fewer than fifty (50) to Company has fifty (50) or moremore record holders of the Company's voting stock, and the Company shall notify each SBIC Holder as soon as practicable (band, in any event, not later than fifteen (15) days) prior to taking any action, which action would have the effect of rendering any SBIC Holder (collectively with its Affiliates) the record holder of twenty percent (20%) of more of the Company's voting stock. Further, the Company shall notify each SBIC Holder of any other action or occurrence after which the number any SBIC Holder (collectively with its Affiliates) would own of record holders of stock twenty percent (20%) or more of the Borrower was increased (or would increase) from fewer than fifty (50) to fifty (50) or moreCompany's voting stock), as soon as practicable after the Borrower Company becomes aware that such other action or occurrence has occurred or is proposed to occur. Upon the occurrence of any such event or transaction wherein any SBIC Holder (collectively with its Affiliates) would own of record twenty percent (20%) or more of the Company's voting stock, the Company shall as soon as is practicable facilitate a plan of divestiture with each SBIC Holder set forth in subsection (c) below. (b) At Within seventy-five (75) days after the same time Borrower delivers its financial statements to Lenders pursuant to Section 10.4Closing Date, and at such other times as Agent or any Lender reasonably requests, Borrower the Company shall deliver to each SBIC Holder a written statement certified by an authorized signatory of Borrower the Company's president or chief financial officer describing in reasonable detail the use of the proceeds of the Loanssale of Shares hereunder by the Company. In addition to any other rights granted hereunder, Borrower and each Guarantor the Company shall grant each SBIC Holders Holder and the SBA United States Small Business Administration (the "SBA") reasonable access to Borrower or such Guarantorthe Company's books and records for the purpose of verifying the use of such proceeds proceeds, so long as any SBIC Holder and verifying the certifications made in SBA Forms 480 and 652 and for give the purpose Company at least thirty (30) days prior written notice of determining whether seeking such access to the principal business activity of Borrower or such Guarantor continues to constitute an eligible business activity (within the meaning of the SBIC Regulations)Company's records. (c) Upon the occurrence of a Regulatory Violation (as defined below) or in the event that any SBIC Holder determines in its sole discretion reasonable good faith judgment that a Regulatory Violation has occurred, in addition to any other rights and remedies to which it may be entitled as a holder of the Loan Documents Preferred Stock (whether under this Credit Agreement, the Term Note Certificate of Incorporation or otherwise), such SBIC Holder shall have have, at its option, the right, following rights: (i) if such Regulatory Violation occurs prior to the extent required under Initial Public Offering held by the Company, then that number of shares of Series D Preferred Stock held by the SBIC Holder which such SBIC Holder must divest itself of in order to cure a Regulatory Violation (as reasonably determined by such SBIC Holder) shall be converted to non-voting stock pursuant to the Company's Certificate of Incorporation then in effect; and (ii) if such Regulatory Violation occurs after the Initial Public Offering by the Company, the Company will use best efforts to assist the SBIC Holder in divesting itself of sufficient stock as to bring such SBIC Holder into compliance with the SBIC Regulations, to demand the immediate repayment of the Obligations or repurchase of the Warrants owned by such SBIC Holder at a price equal (a) to the outstanding amount of the Obligations, plus all accrued interest thereon and (b) the fair market value of the Warrants, by delivering written notice of such demand to Borrower and Guarantors. Borrower shall pay the purchase price for such securities by a cashier's or certified check or by wire transfer of immediately available funds to such SBIC Holder demanding repurchase within thirty (30) days after Borrower's receipt of the demand notice, and upon such payment, such SBIC Holder shall deliver the certificates evidencing the securities to be repurchased duly endorsed for transfer or accompanied by duly executed forms of assignment. (d) In the event that any SBIC Holder determines that it has a Regulatory Problem, such SBIC Holder shall have the right to transfer the Obligations and the Warrants without regard to any restrictions on transfer set forth in this Credit Agreement, the Borrower’s Charter Documents or otherwise, and Borrower and each Guarantor shall take all such actions as are reasonably requested by such SBIC Holder in order to (a) effectuate and facilitate any transfer by such SBIC Holder of any securities of Borrower or such Guarantor then held by such SBIC Holder to any Person designated by such SBIC Holder which is an accredited investor, (b) permit such SBIC Holder (or any of its Affiliates) to exchange all or any portion of the equity interests of Borrower or any Guarantor then held by it on a share-for-share basis for shares of a class of nonvoting equity interests of Borrower or such Guarantor, which nonvoting equity interests shall be identical in all respects to the equity interests on such terms as are requested by such SBIC Holder in light of regulatory considerations then prevailing, and (c) amend this Credit Agreement, the Borrower’s Charter Documents and any related agreements and instruments to the extent necessary to effectuate and reflect the foregoing. Such cooperation shall include, without limitation, the making of any required filing with any Governmental Authority including the filing of a certificate or plan of divestiture. (e) Promptly after the end of each calendar fiscal year commencing with the calendar year ending December 31, 2010 (but in any event prior to January 31st February 28 of each year), Borrower the Company shall deliver to each SBIC Holder a written assessment of the economic impact of such each SBIC Holder's investment in Borrowerthe Company, specifying the full-time equivalent jobs created or retained in connection with the investment, the impact of the investment on the businesses of the Company in terms of expanded revenue and taxes and other economic benefits resulting from the investment (including, but not limited to, technology development or commercialization, minority business development, urban or rural business development and expansion of Borrower and Guarantors and on taxes paid by Borrower and Guarantors and their employees and such other reasonable information requested by the SBA or such exports). (e) For purposes of this paragraph, "Regulatory Violation" shall mean, with respect to any SBIC Holder providing Financing under this Agreement, (i) a diversion of the proceeds of such financing from the permitted use thereof set forth in connection with Section 5.5 above, if such diversion was effected without obtaining the filing prior written consent of the SBIC Holders or (ii) a change in the primary business activity of the Company and its SBA Form 46B or similar filings or requestssubsidiaries, if any, to an ineligible business activity (within the meaning of the SBIC Regulations) if such change occurs within one year after the initial sale of the Company's Series D Preferred Stock. "SBIC Regulations" shall mean the Small Business Investment Act of 1958 and the regulations issued thereunder as set forth in 13 CFR 107 and 121, as amended. "Financing" shall have the meaning set forth in the SBIC Regulations, as set forth in 13 CFR 107 and 121.

SBIC Regulatory Provisions. (ai) As long as any SBIC Holder is a Lender, Borrower shall notify SBIC Holders (a) Within 75 days after the date hereof and at least fifteen (15) days prior to taking any action after which the number end of record holders each month thereafter until all of the Borrower would be increased proceeds from fewer than fifty (50) to fifty (50) or more, the Loan and (b) of any other action or occurrence after which the number of record holders of stock exercise of the Borrower was increased (or would increase) from fewer than fifty (50) to fifty (50) or moreWarrants have been used by the Company and its Subsidiaries, as soon as practicable after the Borrower becomes aware that such other action or occurrence has occurred or is proposed to occur. (b) At the same time Borrower delivers its financial statements to Lenders pursuant to Section 10.4, and at such other times as Agent or any Lender reasonably requests, Borrower Company shall deliver to each SBIC Holder Purchaser a written statement certified by an authorized signatory of Borrower the Company's president or chief financial officer describing in reasonable detail the use of the proceeds of the Loansloan reflected by the Note by the Company and its Subsidiaries. In addition to any other rights granted hereunder, Borrower and each Guarantor the Company shall grant SBIC Holders Purchaser and the SBA United States Small Business Administration (the "SBA") access to Borrower or such Guarantorthe Company's books and records for the purpose of verifying the use of such proceeds and verifying the certifications made in SBA Forms 480 and 652 and for the purpose of determining whether the principal business activity of Borrower or such Guarantor continues to constitute an eligible business activity (within the meaning of the SBIC Regulations)proceeds. (cii) Upon the occurrence of a Regulatory Violation or in the event that any SBIC Holder Purchaser determines in its sole discretion reasonable good faith judgment that a Regulatory Violation has occurred, in addition to any other rights and remedies to which it may be entitled as a holder of the Loan Documents Note or the Underlying Common Stock (whether under this Credit Agreement, the Term Note Certificate of Incorporation or otherwise), such SBIC Holder Purchaser shall have the right, right to the extent required under the SBIC Regulations, Regulations to demand the immediate repayment of the Obligations or Loan and repurchase of the Warrants all Underlying Common Stock owned by such SBIC Holder Purchaser at a price equal (a) to the outstanding amount of purchase price paid for such securities hereunder (plus accrued but unpaid interest on the Obligations, plus all accrued interest thereon and (bNote) the fair market value of the Warrants, by delivering written notice of such demand to Borrower and Guarantorsthe Company. Borrower The Company shall pay the purchase price for such securities stock by a cashier's or certified check or by wire transfer of immediately available funds to such SBIC Holder Purchaser demanding repurchase within thirty (30) 30 days after Borrowerthe Company's receipt of the demand notice, and upon such payment, such SBIC Holder Purchaser shall deliver the certificates evidencing the securities Underlying Common Stock to be repurchased duly endorsed for transfer or accompanied by duly executed forms of assignment. (diii) In For purposes of this paragraph, "Regulatory Violation" means, -------------------- with respect to Purchaser providing Financing under this Agreement, (a) a diversion of the event that any proceeds of such Financing from the reported use thereof on the use of proceeds statement delivered by the Company on SBA Form 1031 delivered at the Closing, if such diversion was effected without obtaining the prior written consent of Purchaser (which may be withheld in its sole discretion) or (b) a change in the principal business activity of the Company and its Subsidiaries to an ineligible business activity (within the meaning of the SBIC Holder determines that it has a Regulatory ProblemRegulations) if such change occurs within one year after the date of the initial Financing hereunder; "SBIC Regulations" means the Small business Investment Act of 1958 ----------------- and the regulations issued thereunder as set forth in 13 CFR 107 and 121, such SBIC Holder as amended; and the term "Financing" shall have the right to transfer the Obligations and the Warrants without regard to any restrictions on transfer meaning set forth in this Credit Agreement, the Borrower’s Charter Documents or otherwise, and Borrower and each Guarantor shall take all such actions as are reasonably requested by such SBIC Holder in order to (a) effectuate and facilitate any transfer by such SBIC Holder of any securities of Borrower or such Guarantor then held by such SBIC Holder to any Person designated by such SBIC Holder which is an accredited investor, (b) permit such SBIC Holder (or any of its Affiliates) to exchange all or any portion of the equity interests of Borrower or any Guarantor then held by it on a share-for-share basis for shares of a class of nonvoting equity interests of Borrower or such Guarantor, which nonvoting equity interests shall be identical in all respects to the equity interests on such terms as are requested by such SBIC Holder in light of regulatory considerations then prevailing, and (c) amend this Credit Agreement, the Borrower’s Charter Documents and any related agreements and instruments to the extent necessary to effectuate and reflect the foregoing. Such cooperation shall include, without limitation, the making of any required filing with any Governmental Authority including the filing of a certificate or plan of divestiture--------- Regulations. (e) Promptly after the end of each calendar year commencing with the calendar year ending December 31, 2010 (but in any event prior to January 31st of each year), Borrower shall deliver to each SBIC Holder a written assessment of the economic impact of such SBIC Holder's investment in Borrower, specifying the full-time equivalent jobs created or retained in connection with the investment, the impact of the investment on the business of Borrower and Guarantors and on taxes paid by Borrower and Guarantors and their employees and such other reasonable information requested by the SBA or such SBIC Holder in connection with the filing of its SBA Form 46B or similar filings or requests.