This loan agreement is made this _________ day of _________, by and between _________, a nonprofit corporation organized and existing under and by virtue of the laws of the Commonwealth of Pennsylvania, with an address at _________(the "Borrower"), and The Pennsylvania Industrial Development Authority ("PIDA"), a public body corporate and politic, organized and existing under and by virtue of the laws of the Commonwealth of Pennsylvania, having its principal place of business at Room 481 Forum Building, Harrisburg, Pennsylvania 17120.

Article I.

Background

Section 1.01. The Borrower, to facilitate the financial transactions referred to herein, has acquired or is acquiring as of the date hereof legal title to a tract of land in _________ County, Pennsylvania (hereinafter called the "Premises") upon which the Borrower proposes to establish an industrial development project as defined in the Pennsylvania Industrial Development Authority Act, as amended, 73 P.S. §§301 et seq. (the "Act") (the "Project") to be purchased or leased, occupied and controlled by _________(the "Industrial Occupant"), a corporation organized and existing under the laws of _________[and qualified to do business in Pennsylvania], pursuant to an Installment Sale [Lease] Agreement, effective as of _________, between the Borrower and the Industrial Occupant (the "Premises Agreement").

Section 1.02. The Borrower has filed with PIDA an application for financing for the Project (as amended through the date hereof, the "Application") and accepted from PIDA a commitment letter dated _________(as amended, the "Commitment") for a loan in a principal amount not to exceed $_____(the "Loan") to be used exclusively to defray a portion not to exceed _____% (such maximum percentage, the "Participation Percentage") of the "cost of establishing an industrial development project" as defined in the Act (the "Cost").

Section 1.03. PIDA is willing to make the Loan upon the terms and subject to the conditions hereinafter set forth.

Now, therefore, the parties hereto, in consideration of the mutual promises herein contained, and intending to be legally bound hereby, covenant and agree as follows:

Article II.

The Loan

Section 2.01. The Loan. Subject to the conditions set forth herein, PIDA agrees to make the Loan to the Borrower for the purpose of defraying a portion of the Cost.

Article III.

The Note

Section 3.01. The Note. The Loan shall be evidenced by a note (the "Note") of even date herewith given by Borrower to PIDA in a principal amount equal to the principal amount referred to in Section 1.02 hereof.

Article IV.

Loan Security

Section 4.01. The Mortgage. Payment of the Note and satisfaction of all obligations of the Borrower hereunder and under the Note and of the Industrial Occupant under a Consent, Subordination and Assumption Agreement effective as of even date herewith from the Industrial Occupant to PIDA (the "Assumption Agreement") shall be secured by a mortgage (the "Mortgage") effective as of even date herewith given by Borrower to PIDA. The Mortgage shall constitute not less than a _________ lien upon the Premises[, subordinate only to a $_____ mortgage, dated _________, on the Premises given to _________(the "First Mortgage")].

Section 4.02. Additional Security. The following shall constitute additional collateral security for the payment of the Note and satisfaction by the Borrower of all of the Borrower's obligations hereunder and under the Mortgage and/or the obligations of the Industrial Occupant under the Assumption Agreement:

(a) the Assumption Agreement given by the Industrial Occupant to PIDA; [and]

(b) an Assignment by Borrower to PIDA of Borrower's rights under the Premises Agreement (the "Assignment"), agreed to by the Industrial Occupant[.][; and]

[(c) Guaranty and Surety Agreement(s) by _________(the "Guarantor(s)") guaranteeing payment by the Industrial Occupant of its obligations under the Assumption Agreement (such agreements collectively, the "Guaranties").][; and

(d) other collateral security (list specifically).]

This Agreement, the Note, the Mortgage, the Premises Agreement, the Assignment, the Assumption Agreement, [the Guaranties,] the opinions of counsel hereinafter referred to, and all other agreements, instruments and documents to be delivered hereunder shall collectively be termed the "Loan Documents."

Article V.

Representations and Warranties of Borrower

To induce PIDA to enter into this Agreement and to make the Loan, the Borrower represents and warrants that:

All of the representations and warranties of the Borrower set forth herein are expressed as of the date hereof, unless a specific date prior to the date hereof is given as the date as of which such representation or warranty is expressed, and shall survive and continue until the Loan is paid in full and all of the Borrower's obligations hereunder have been satisfied.

Article VI.

Borrowing Procedures and Agreements

The following provisions shall be applicable with respect to all disbursements of the Loan, whether made concurrently with Closing hereunder or subsequent thereto:

(a) evidence satisfactory to PIDA that, at the time of such disbursement, (i) there are no mechanics' or materialmen's liens or claims filed against the Premises, (ii) no financing statements have been filed under the Uniform Commercial Code as then in effect in the Commonwealth with respect to fixtures or building systems (including, but not limited to, heating, plumbing, electrical, air conditioning, sprinkler, fire alarm and elevator systems) not directly employed in the industrial activities of the Industrial Occupant, (iii) there are no liens or encumbrances filed or recorded with respect to the Premises which would have priority over the lien in favor of PIDA created by the Mortgage other than those specifically permitted by the Mortgage or hereunder, (iv) the Industrial Occupant has filed all tax returns and reports required to be filed by it with the Commonwealth through the date hereof and is current in the payment of all monies due to the Commonwealth from it, whether as taxes or otherwise, unless the obligation to file such return or pay such tax is the subject of a pending administrative or judicial appeal or proceeding with respect to which the Industrial Occupant has posted or caused to be posted a bond or other security satisfactory to PIDA in an amount which is at least equal to the sum which is the subject of the appeal or proceeding, together with all interest, costs, and charges relating thereto, and (v) the insurance relating to the Project required by the Mortgage is in effect;

(b) a certificate of the Borrower executed by its President or Vice President dated as of the disbursement date certifying that all representations and warranties made herein with regard to the Borrower were true and correct as of the date hereof and shall remain true and correct as of the date of such certificate, unless some date other than the date hereof is expressly set forth as of the date as of which such representation and warranty is expressed, in which event such representation and warranty was true and correct as of the effective date thereof; and

(c) a certificate of the Industrial Occupant executed by an authorized officer dated as of the disbursement date that: (i) all representations and warranties made in the Assumption Agreement were true and correct as of the date hereof and shall remain true and correct as of the date of such certificate, unless some date other than the date hereof is expressly set forth as of the date as of which such representation and warranty is expressed, in which event such representation and warranty was true and correct as of the effective date thereof and (ii) the Premises and the Project are in compliance in all material respects with all environmental, building, subdivision, zoning and all other ordinances and regulations applicable to the Premises and the Project respectively, together with copies of all subdivision, building, zoning, use and other permits required for the Premises and the Project unless PIDA shall permit the omission of such copies.

Article VII.

Covenants of the Borrower

Until the Loan has been entirely repaid and all of its obligations to PIDA in connection therewith and herewith have been satisfied, the Borrower hereby covenants that:

Article VIII.

Mandatory Prepayments

Section 8.01. Repayment of Excess Loan Amounts. If, upon final determination by the PIDA Engineer of the Cost of the Project, excluding Costs attributable to any portion of the Project determined by the PIDA Engineer to be materially not in compliance with the PIDA Engineering Guidelines supplied to the Borrower in connection with the Project (which determination shall be conclusive), the amount of the Loan previously disbursed to the Borrower exceeds the Cost (as so determined) multiplied by the Participation Percentage, the entire amount of such excess shall be repaid to PIDA by or on behalf of the Borrower within thirty (30) days of notice thereof to the Borrower and the Industrial Occupant.

Section 8.02. Payments of Premises Rentals. Whether or not PIDA consents to such lease or sublease, if any portion of the Premises is leased or subleased to any party not substantially related to the Industrial Occupant, Borrower shall pay or cause to be paid to PIDA, as a prepayment on the Loan, on the first anniversary of the commencement of the lease or sublease and annually thereafter, fifty percent (50%) of (i) the gross annual rentals or subrentals less only (ii) the proportionate amount of taxes, insurance and utilities allocable to the portion of the Premises so leased or subleased. If PIDA shall not have consented in advance to such lease or sublease, acceptance by PIDA of such prepayment shall be without prejudice to any right PIDA may have to declare an Event of Default hereunder.

Article IX.

Events of Default

Section 9.01. Events of Default. The following shall each constitute an event of default hereunder (an "Event of Default"):

(a) there shall not have been paid when due any amount payable by any person under any of the Loan Documents (including, without limitation, any installment of principal or interest under the Note or any prepayment under Article VIII hereof), and such failure shall continue for a period of thirty (30) days;

(b) any representation, warranty or statement made by any person herein or in the Application or in any of the Loan Documents or in any certificate or financial or other statement furnished pursuant to the provisions of any of the Loan Documents or the Application (except for any representation, warranty or statement expressly made effective as of a date prior to the date when made or furnished), shall have been false or misleading in any material respect as of the time made or furnished or as of the date hereof, whichever is later; any representation, warranty or statement expressly made effective as of a date prior to the date when made or furnished shall have been false or misleading in any material respect as of the effective date thereof;

(c) the Borrower, the Industrial Occupant or any of the Guarantors shall (i) become insolvent, (ii) admit its inability to pay its debts as they come due, (iii) make an assignment to the benefit of its creditors, (iv) be adjudicated bankrupt or insolvent, (v) voluntarily initiate proceedings under any bankruptcy or reorganization law either now or hereafter in effect, (vi) become the subject of any involuntary proceedings under any bankruptcy or reorganization law either now or hereafter in effect that shall not have been discharged within sixty (60) days of the initiation thereof, or (vii) seek to take advantage of any moratorium law either now or hereafter in effect;

(d) a receiver, liquidator or trustee shall be appointed for either the Borrower, the Industrial Occupant or any of the Guarantors and shall not have been discharged within sixty (60) days;

(e) the Premises or any interest therein are sold, leased, sub-leased, mortgaged, liened, encumbered, or otherwise conveyed without the prior written consent of PIDA, which consent will not unreasonably be withheld, provided that (i) the beneficial owner and occupant of the Premises remain substantially related to each other, (ii) the Project remains in substantial use for a PIDA-Eligible purpose (as defined in the Assumption Agreement), (iii) the beneficial owner and occupant remain financially responsible, and (iv) the security for the Loan is not impaired;

(f) any building, subdivision, use, zoning, environmental or other permit material to the construction of the Project or the use thereof as contemplated in the Application shall be effectively revoked, rescinded, suspended or materially adversely affected or the use of the Project as contemplated in the Application shall have been effectively enjoined or prohibited;

(g) there shall have occurred and be continuing, after giving effect to any applicable notice and cure periods, an Event of Default as defined in, any of the Loan Documents by any party subject thereto; or

(h) a failure to comply by any party subject thereto with any covenant of this Agreement or any of the Loan Documents, including, but not limited to, the failure to provide job information, insurance information, and annual financial statements required by PIDA under those instruments, shall occur and be continuing after written notice of such failure has been given to such party, with a copy to Borrower, for thirty (30) days or, if such failure shall not be capable of being cured within thirty (30) days, and curative action shall have been initiated within such 30 day period and pursued diligently thereafter, for such time period after notice of such failure has been given to such party, with a copy to Borrower, as shall, in the good faith judgment of PIDA, which shall be conclusive, be required for such cure.

Section 9.02. Remedies Upon Event of Default. Immediately and without further notice to any person (including, without limitation, the Borrower or the Industrial Occupant), upon the occurrence of an Event of Default hereunder other than (i) an Event of Default arising solely from a breach by the Industrial Occupant of Section 4.03 "Operations and Number of Jobs" of the Assumption Agreement, pertaining to job creation or retention, or (ii) an Event of Default arising solely from the internal operations of the Borrower over which the Industrial Occupant has no control, during which the Industrial Occupant and any Guarantor have paid all amounts required to be paid by them and performed all acts required to be performed by them under each of the Loan Documents, PIDA may exercise any one or more of the following remedies:

(a) declare the Note and all liabilities of the Borrower thereunder to be immediately due and payable, and the same shall thereupon become and be due and payable;

(b) raise the rate of interest on the Loan as provided in the Note;

(c) foreclose on the Mortgage;

(d) bring an action (which may be by confession of judgment to the extent permitted by the particular instrument) against the Borrower under the Note and/or the Mortgage, against the Industrial Occupant under the Assumption Agreement and/or the Premises Agreement, as assigned to PIDA by the Assignment, and/or against any Guarantor under the particular Guaranty executed by such Guarantor;

(e) bring an action of ejectment to recover possession of the Premises; and/or

(f) exercise any other remedy available to it under any of the Loan Documents or applicable law.

Except as expressly required by the particular Loan Document pursuant to which such remedies are exercised or by applicable law, PIDA may exercise any of the foregoing remedies without presentment, demand, protest or notice of any kind to any person (including, without limitation, the Borrower or the Industrial Occupant), all of which are hereby expressly and knowingly waived.

Subject solely to the limitation that PIDA is limited to one recovery for the aggregate amounts due and owing under the Loan Documents, PIDA's remedies under the Loan Documents are cumulative and concurrent and may, in PIDA's sole discretion, be exercised, deferred, compromised, settled or discontinued without affecting any other remedy available to PIDA under any of the Loan Documents or under applicable law.

Notwithstanding anything to the contrary herein contained, so long as the Industrial Occupant and any Guarantor shall keep and perform all the provisions, covenants and conditions to be assumed or performed by the Industrial Occupant or such Guarantor respectively under the Loan Documents, including the payment of all amounts due thereunder and performance of all obligations set forth therein, PIDA shall not terminate, impair or otherwise adversely affect the rights of the Industrial Occupant thereunder. It is further agreed that PIDA shall use its best efforts to supply the Industrial Occupant with a copy of each notice required to be supplied to Borrower hereunder, but failure to so supply copies of such notices shall not adversely affect any right of PIDA hereunder.

Section 9.03. Remedies for Event of Default Arising from Internal Operations of Borrower. Upon the occurrence of an Event of Default arising solely from the internal operations of the Borrower over which the Industrial Occupant has no control, during which the Industrial Occupant and any Guarantor have paid all amounts required to be paid by them and performed all acts required to be performed by them under each of the Loan Documents, PIDA may (i) suspend or revoke the certification of the Borrower as an Industrial Development Agency under the Act, or (ii) initiate or participate or intervene in any action or legal proceeding (including, without limitation, any action or proceeding under the U.S. Bankruptcy Code) to (A) compel compliance with the terms of the Loan Documents, (B) to appoint a trustee or receiver for Borrower or to dissolve, reorganize or liquidate Borrower, or (C) otherwise to protect the interests of PIDA and/or the Industrial Occupant.

Section 9.04. Remedies for Event of Default Arising From Failure to Create or Preserve Jobs. Upon the occurrence of an Event of Default arising solely from a breach by the Industrial Occupant of Section 4.03 "Operations and Number of Jobs" of the Assumption Agreement, PIDA may, in compliance with such regulations and statements of policy, if any, as are then in effect, raise the rate of interest on the Loan as permitted under the Note.

Article X.

Miscellaneous

Section 10.01. Obligations Unconditional. The obligations to PIDA under this Agreement and each of the Loan Documents shall be absolute and unconditional without defense or set-off by reason of any default by the contractors under the contracts relating to the Project or by PIDA under this Agreement, any of the Loan Documents, or under any other agreement between the Borrower or the Industrial Occupant and PIDA, or for any other reason, including without limitation failure to complete the Project, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the Project, commercial frustration of purpose, or failure of PIDA to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement, it being the intention of the parties that the payments required under each of the Loan Documents will be paid in full when due without any delay or diminution whatsoever. Payments and additional sums required to be paid to PIDA under any of the Loan Documents shall be received by PIDA as net sums and the Borrower agrees to pay or cause to be paid all charges against or which might diminish such net sums. The provisions of this Section shall not impair the ability of the Borrower or any other persons to bring an independent action against PIDA with respect to any cause of action such person may have against PIDA.

Section 10.02. Provisions Complementary. The provisions of this Agreement shall be in addition to those of any other Loan Document. All of such provisions shall be construed as complementary to each other. Nothing contained herein shall prevent PIDA from enforcing any and all of such provisions in accordance with their respective terms.

Section 10.03. Rights and Remedies. The terms of all Loan Documents shall be liberally construed in favor of PIDA to effectuate the purposes hereof. No delay or failure on the part of PIDA in exercising any right, power or privilege under any of the Loan Documents shall affect such right, power or privilege; nor shall any single or partial exercise thereof or any abandonment, waiver, or discontinuance of steps to enforce such a right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The rights and remedies of PIDA under any of the Loan Documents are cumulative and concurrent and not exclusive of any rights or remedies which PIDA might otherwise have. PIDA shall have the right at all times to enforce the provisions of each of the Loan Documents and all related documentation in strict accordance with the terms hereof and thereof, notwithstanding any conduct or custom on the part of PIDA in refraining from so doing at any time or times. The failure of PIDA at any time or times to enforce PIDA's rights under such provisions, strictly in accordance with the same, shall not be construed as having created a custom in any way or manner contrary to specific provisions of such Loan Documents or any such documentation, or as having in any way or manner modified or waived the same.

Section 10.04. Writing Required. Any permit, consent or approval of any kind or character on the part of PIDA under any of the Loan Documents, and any waiver of any provision or condition thereof, must be in writing and executed by PIDA and shall be effective only to the extent specifically set forth in such writing.

Section 10.05. Duration of Covenants. All covenants and agreements of the Borrower, the Industrial Occupant, or any of the Guarantors in any of the Loan Documents or otherwise made in writing in connection herewith shall survive and continue until the Loan is entirely paid and all of the Borrower's obligations hereunder have been entirely satisfied, unless a longer term is expressly provided for, in which event such longer term shall apply.

Section 10.06. Pennsylvania Law to Govern. Each of the Loan Documents shall be deemed to be contracts made under the laws of the Commonwealth of Pennsylvania and, for all purposes, shall be construed in accordance with the laws of such Commonwealth.

Section 10.07. Counterparts. Each of the Loan Documents may be executed in as many counterparts as may be deemed necessary and convenient and each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. All signatures need not appear on the same copy of any Loan Document.

Section 10.08. Complete Agreement. The Loan Documents, [together with the Loss Sharing Agreement between PIDA and the Borrower effective as of June 8, 1980 (the "Loss Sharing Agreement")], constitute the entire agreement between PIDA and the Borrower with respect to the Project and the Loan. The Loan Documents supersede and replace all prior agreements related to the subject matter thereof [(except for the Loss Sharing Agreement)] including, without limitation, the Commitment, except to the extent such prior agreements are expressly incorporated by reference or otherwise referred to. This Agreement, the Premises Agreement, the Assignment, and the Assumption Agreement may be modified or amended only by a written instrument duly executed by PIDA, the Borrower, and the Industrial Occupant. Each of the remaining Loan Documents may be modified only by a written instrument duly executed by PIDA and the remaining parties to the particular Loan Document.

Section 10.09. Setoff. The Borrower agrees that the Commonwealth of Pennsylvania may set off the amount of any state tax liability or other debt of the Borrower or its respective subsidiaries that is owed to the Commonwealth and not being contested on appeal against any payments due the Borrower under this or any other contract with the Commonwealth.

Section 10.10. Borrower Responsibility. Included in and made a part of this Agreement is Exhibit 10.10, a clause pertaining to Borrower Responsibility.

Section 10.11. Borrower Integrity. The Borrower represents, warrants and covenants that it currently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its obligations hereunder. Included in and made a part of this Agreement is Exhibit 10.11, a clause pertaining to Borrower Integrity.

Section 10.12. Successors and Assigns. This Agreement and each of the Loan Documents shall inure to the benefit of, and shall be binding upon, the respective successors and assigns of PIDA and the Borrower. Although PIDA has no present intention to convey, pledge or otherwise assign its rights under the Loan Documents, it may nevertheless do so in whole or in part without notice to any person (including, without limitation, the Borrower and the Industrial Occupant). The Borrower has no right to assign any of its rights or obligations hereunder or under any of the Loan Documents without the prior written consent of PIDA, and any such assignment without the prior written consent of PIDA shall be void.

The Borrower and PIDA intend that no person (other than Industrial Occupant) shall have any claim or interest under this Agreement or right of action hereunder.

Section 10.13. Notices. Notices required hereunder, or any correspondence concerning this Agreement shall be directed to the following addresses and shall be deemed properly given (a) if delivered by hand, (b) if sent by certified mail, return receipt requested, postage prepaid, or by recognized overnight courier service (including, without limitation, Federal Express or United Parcel Service overnight service), charges prepaid; or (c) if sent by facsimile, with a copy sent by first class U.S. Mail, postage prepaid.

c/o Department of Commerce

480 Forum Building

Harrisburg, Pennsylvania 17120

FAX: (717) 234-4560

_________

_________

_________

_________

Notices and communications hereunder shall be deemed sufficiently given when dispatched pursuant to the foregoing provisions. Notices and communications delivered by hand shall be effective upon receipt; notices and communications sent by fax, with a copy by first class U.S. Mail, shall be effective upon dispatch; notices and communications sent by recognized overnight courier service shall be effective on the business day following dispatch; and notices sent by certified mail shall be effective on the third business day following dispatch. The parties hereto may, by a notice given hereunder, designate any further or different addresses to which any subsequent notice or communication hereunder shall be sent.

Section 10.14. Severability. If any provision hereof or of the Loan Documents is found by a court of competent jurisdiction to be prohibited or unenforceable in any jurisdiction, it shall be ineffective as to such jurisdiction only to the extent of such prohibition or unenforceability, and such prohibition or unenforceability shall not invalidate the balance of such provision as to such jurisdiction to the extent it is not prohibited or unenforceable, nor invalidate such provision in any other jurisdiction, nor invalidate the other provisions of the Loan Documents, all of which shall be liberally construed in favor of PIDA in order to effect the provisions of this Agreement. Notwithstanding anything to the contrary herein contained, the total liability of the Borrower for payment of interest pursuant hereto shall not exceed the maximum amount, if any, of such interest permitted by applicable law to be contracted for, charged or received, and if any payments by the Borrower to PIDA include interest in excess of such a maximum amount, PIDA shall apply such excess to the reduction of the unpaid principal amount due pursuant hereto, or if none is due, such excess shall be refunded to the Borrower; provided that, to the extent permitted by applicable law, in the event the interest is not collected, is applied to principal or is refunded pursuant to this sentence and interest thereafter payable pursuant hereto shall be less than such maximum amount, then such interest thereafter so payable shall be increased up to such maximum amount to the extent necessary to recover the amount of interest, if any, theretofore uncollected, applied to principal or refunded pursuant to this sentence. Any such application or refund shall not cure or waive any Event of Default. In determining whether or not any interest payable under the Loan Documents exceeds the highest rate permitted by law, any nonprincipal payment (except payments specifically stated to be "interest") shall be deemed, to the extent permitted by applicable law, to be an expense, fee, premium or penalty rather than interest.

Section 10.15. Consent to Jurisdiction. The Borrower hereby irrevocably (a) agrees that any suit, action or other legal proceeding arising out of or relating to this Agreement or the Loan Documents may be brought in any federal or state court located in or whose district includes Harrisburg, Pennsylvania or the county wherein the Project is located and consents to the jurisdiction of such court in any such suit, action or proceeding, and (b) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. The Borrower hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by mailing of copies of such process to the Borrower at its address provided under or pursuant to Section 10.13. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. All mailings under this section shall be by certified or registered mail, return receipt requested. Nothing in this section shall affect the right of PIDA to serve legal process in any other manner permitted by law or affect the right of PIDA to bring any suit, action or proceeding against the Borrower or Borrower's property in the courts of any other jurisdiction.

Section 10.16. Defined Terms. In each of the Loan Documents, unless otherwise indicated, (i) defined terms may be used in the singular or the plural and the use of any gender includes all genders, (ii) the words, "hereof", "herein", "hereto", "hereby" and "hereunder" refer to the particular Loan Document in which they occur in such document's entirety, (iii) the term, the "Loan Documents", and the words, "thereof", "therein", "thereto", "thereby" and "thereunder" refer to all the Loan Documents, taken together as a whole, (iv) all references to particular Articles, Sections or Paragraphs are references to the particular Article, Section or Paragraph of the particular Loan Document in which such references occur.

Section 10.17. Incorporation by Reference. All exhibits to this Agreement and the terms of all Loan Documents shall be incorporated herein by reference as though expressly set forth herein.

Section 10.18. Descriptive Headings. Descriptive headings of the several Articles and Sections of each of the Loan Documents are intended for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

Section 10.19. Further Assurances. The Borrower, from time to time, shall execute such further instruments as PIDA may reasonably request to further confirm and assure the interests and rights created or intended to be created in favor of PIDA hereunder or under the Loan Documents.

Section 10.20. PIDA Project Inspections Solely for PIDA's Benefit. It is understood and agreed that PIDA, its agents, servants, invitees and employees, may inspect the plans and specifications for the Project and enter the Premises and conduct such tests, surveys, examinations and inspections (collectively, "Project Inspections") as it shall, from time to time, deem appropriate. The Borrower hereby acknowledges and agrees (i) that such Project Inspections are solely for the protection and benefit of PIDA; (ii) that PIDA, its agents, servants, invitees and employees including, without limitation, the PIDA Engineer carry no responsibility whatsoever for the design or construction of the Project, its quality or the compliance or lack of compliance with the plans and specifications; (iii) that any engineering report issued by the PIDA Engineer as to the quantity and quality of work is for the benefit of PIDA only; and (iv) that the engineering certifications by the PIDA Engineer are not certifications of compliance by the contractor with the building specifications or of the quality of the work, nor are they intended as construction supervision.

In witness whereof, the parties hereto have duly executed this Agreement as of the day and year first above written.

Exhibit A.

Nondiscrimination Clause

During the term of this contract, Borrower agrees as follows:

Exhibit B.

Borrower Responsibility Provisions

1. "Borrower" means the individual or entity that has entered into this Agreement with the Commonwealth.

2. Borrower certifies that it is not currently under suspension or debarment by the Commonwealth, any other state, or the federal government.

3. If Borrower enters into any subcontracts under this contract with subcontractors who are currently suspended or debarred by the Commonwealth or federal government or who become suspended or debarred by the Commonwealth or federal government during the term of this contract or any extensions or renewals thereof, the Commonwealth shall have the right to require the Borrower to terminate such subcontracts.

4. The Borrower agrees that it shall be responsible for reimbursing the Commonwealth for all necessary and reasonable costs and expenses incurred by the Office of the Inspector General relating to an investigation of the Borrower's compliance with the terms of this or any other agreement between the Borrower and the Commonwealth which results in the suspension or debarment of the Borrower.

Exhibit C.

Borrower Integrity Provisions

1. Definitions.

(1) ownership of more than a 5% interest in any business; or

(2) holding a position as an officer, director, trustee, partner, employee, or the like, or holding any position of management.

2. The Borrower shall maintain the highest standards of integrity in the performance of this Agreement and shall take no action in violation of state or federal laws, regulations, or other requirements that govern contracting with the Commonwealth.

3. The Borrower shall not disclose to others any confidential information gained by virtue of this Agreement.

4. The Borrower shall not, in connection with this or any other agreement with the Commonwealth, directly or indirectly offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for the decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty by any officer or employee of the Commonwealth.

5. The Borrower shall not, in connection with this or any other agreement with the Commonwealth, directly or indirectly, offer, give, or agree or promise to give to anyone any gratuity for the benefit of or at the direction or request of any officer or employee of the Commonwealth.

6. Except with the consent of the Commonwealth, neither the Borrower nor anyone in privity with him shall accept or agree to accept from, or give or agree to give to, any person, any gratuity from any person in connection with the performance of work under this Agreement except as provided therein.

7. Except with the consent of the Commonwealth, the Borrower shall not have a financial interest in any other Borrower, subcontractor, or supplier providing services, labor, or material on this project.

8. The Borrower, upon being informed that any violation of these provisions has occurred or may occur, shall immediately notify the Commonwealth in writing.

9. The Borrower, by execution of this Agreement and by the submission of any bills or invoices for payment or requests for disbursement pursuant thereto, certifies and represents that he has not violated any of these provisions.

10. The Borrower, upon the inquiry or request of the Inspector General of the Commonwealth or any of that official's agents or representatives, shall provide, or if appropriate, make promptly available for inspection or copying, any information of any type or form deemed relevant by the Inspector General to the Borrower's integrity or responsibility, as those terms are defined by the Commonwealth's statutes, regulations, or management directives. Such information may include, but shall not be limited to, the Borrower's business or financial records, documents or files of any type or form which refer to or concern this agreement. Such information shall be retained by the Borrower for a period of three years beyond the termination of the contract unless provided by law.

11. For violation of any of the above provisions, the Commonwealth may terminate this and any other agreement with the Borrower, claim liquidated damages in an amount equal to the value of anything received in breach of these provisions, claim damages for all expenses incurred in obtaining another Borrower to complete performance hereunder, and debar and suspend the Borrower from doing business with the Commonwealth. These rights and remedies are cumulative, and the use or nonuse of any one shall not preclude the use of all or any other. These rights and remedies are in addition to those the Commonwealth may have under law, statute, regulation, or otherwise.