3. Purpose of loan(s)

Debtor agrees that the proceeds of the Loan(s) will be used for the following purpose(s) and no other:

4. Opinion of counsel

4.1 Debtor, if a corporation or partnership, shall cause to be delivered to Bank an unqualified written opinion of its counsel addressed to Bank, in form and substance satisfactory to Bank, that:

(a) Debtor is a validly organized, duly existing corporation or partnership under the laws of the state of its incorporation or organization, and that it is duly empowered to conduct its business operations where it does so;

(b) Debtor has been duly authorized to execute and deliver this Agreement and make the Loan(s) contemplated hereunder; and

(c) This Agreement, the Note(s) and all documents executed and delivered in connection herewith are valid, legal and binding obligations of Debtor, fully enforceable in accordance with their respective terms.

4.2 In all cases Debtor shall cause to be delivered to Bank a written opinion of its counsel addressed to Bank, in form and substance satisfactory to Bank, confirming the accuracy of the Representations and Warranties by Debtor in Paragraph 10 below.

5. Security agreement

As security for the prompt payment when due of all amounts due under the Note(s), including any renewals, extensions and/or modifications thereof, together with all other existing and future liabilities and obligations of Debtor to Bank, whether absolute or contingent, direct or indirect, of any nature whatsoever and out of whatever transactions arising, including the costs of Bank incurred in connection with this Agreement (hereinafter collectively referred to as the "Obligations"), Debtor hereby grants to Bank a lien and security interest in and to all property of Debtor which at any time Bank shall have or have the right to have in its possession, or which is in transit to it, including, without limitation, any balance or share belonging to Debtor or any of them of any deposit, agency, trust, escrow or other account or accounts with Bank and any other amounts which may be owing from time to time by Bank to Debtor or any of them, which matured or unmatured. Said lien and security interest shall be independent of any right of set-off which Bank may have.

6. Security

As additional security for the Obligations, Debtor agrees to execute and deliver to Bank such assignments, pledge and/or security agreements (the "Security Agreement(s)"), in the standard form(s) used by Bank from time to time, as are agreed to between Debtor and Bank, or as are required by Bank in its sole discretion, and Debtor agrees to be bound by its/their terms. The Security Agreement(s), whether one or more and to the extent not inconsistent with the terms hereof, are hereby incorporated herein as though set forth in full as an integral part hereof. Debtor agrees to execute such additional and substitution Security Agreement(s) as Bank shall, in its sole discretion, from time to time, request.