1.6**Closing**. “Closing” shall mean the execution and delivery to the Bank ofall of the documents and instruments required by the terms of this Agreement and the other LoanDocuments and the closing of the transactions contemplated by this Agreement and the other LoanDocuments.1.7**Closing Date**. “Closing Date” shall mean the date on which the Closingtakes place.1.8**Collateral**. “Collateral” shall mean, collectively, the Mortgaged Propertyand any real, personal or mixed property interests of Borrower or any other Obligor (butspecifically excluding the Revolver Collateral and the Excluded Equipment, which shall notconstitute Collateral hereunder and which are not subject to any Encumbrance in favor of the Bank)subject to an Encumbrance in favor of Bank as Security for the Term Loan. The Collateral shallalso secure the Borrower’s Hedging Obligations.1.9**Commitment**. “Commitment” shall mean that certain Commitment Letterentered into by and among the Bank and the Borrowers and Guarantor dated October 6, 2008 concerningthis Term Loan.1.10**Contract Rate**. “Contract Rate” shall mean the interest rate set forth inArticle II of this Agreement.1.11**Covenant Compliance Certificate**. “Covenant Compliance Certificate” shallmean that certain form of covenant compliance certificate set forth herein as Exhibit “A”.1.12**Default**. “Default” shall mean the occurrence of any fact, condition orevent which with the giving of notice or lapse of time or both, would be an Event of Default underthis Agreement.1.13**Default Rate**. “Default Rate” shall mean the interest rate charged aboveand beyond the Contract Rate upon an Event of Default and as further defined in Article II of thisAgreement.1.14**Encumbrances**. “Encumbrances” shall mean, as to any Person, any mortgage,lien, pledge, adverse claim, charge, security interest or other encumbrance in or on, or anyinterest or title of any vendor, lessor, lender to, or other secured party of the Person under anyconditional sale or other title retention agreement or Capital Lease with respect to, any propertyor asset of the Person.1.15**Environmental Laws**. “Environmental Laws” shall mean the FederalComprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601, *et. seq.,*the Federal Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 *et. seq*., the HazardousMaterials Transportation Act, 49 U.S.C. §§ 1801, *et. seq.,*all other federal, state and localenvironmental or health laws applicable to any Obligor or its business, operations or assets now orhereafter enacted, and all rules, regulations and orders adopted or promulgated pursuant theretofrom time to time.1.16**Event of Default**. “Event of Default” shall have the meaning set forth inArticle VIII of this Agreement.1.17**Excluded Equipment**. “Excluded Equipment” shall mean, collectively, theDaewoo Excavator Doosan DX340 Serial No. 5201, the Doosan MEGA 400V Serial No. V1367, and theKomatsu Hydraulic Excavator Model PC308USLC-3 Serial No. 20269.
 
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1.18**Financial Statements**. “Financial Statements” shall mean the consolidatedand consolidating balance sheet, statements of income and retained earnings and statements of cashflow of the Borrower, Guarantor, and their Subsidiaries and Affiliates and all other FinancialStatements of Borrower, Guarantor, and their Subsidiaries and Affiliates, audited by Markum &Kliegman LLP or such other certified public accountant acceptable to Bank, submitted and to besubmitted to the Bank hereunder, and in form and content acceptable to Bank.1.19**GAAP**. “GAAP” shall mean generally accepted accounting principles, as ineffect at the time of application to the provisions hereof, and consistently applied.1.20**Guarantor**. “Guarantor” shall mean Pure Earth, Inc.**,**a Delawarecorporation with a principal office at One Neshaminy Interplex, Suite 201, Trevose, PA 19053,together with its successors and assigns.1.21**Guaranty**. “Guaranty” shall mean any guaranty or agreement to be a suretyor other contingent liability (other than any endorsement for collection or deposit in the ordinarycourse of business), direct or indirect, with respect to any obligation of another Person.1.22**Guaranty Agreement**. “Guaranty Agreement” shall mean the Guaranty, datedthe same date of this Agreement, in form and substance satisfactory to the Bank, by Guarantor asrequired by Article V of this Agreement, together with all amendments, modifications, exhibits andschedules thereto as may be in effect from time to time.1.23**Hazardous Materials**. “Hazardous Materials” shall mean all materials ofany kind which are flammable, explosive, toxic, radioactive or otherwise hazardous to animal orplant life or the environment, including, without limitation, “hazardous wastes,” “hazardoussubstances” and “contaminants,” as such terms are defined by Environmental Laws.1.24**Hedging Contracts**. “Hedging Contracts” shall mean, interest rate swapagreements (including, but not limited to an ISDA master swap agreement), interest rate capagreements and interest rate collar or floor agreements, or any other agreements or arrangementsentered into between the Borrower and the Lender and designed to protect the Borrower againstfluctuations in interest rates or currency exchange rates.1.25**Hedging Obligations**. “Hedging Obligations” shall mean, with respect tothe Borrower, all liabilities of the Borrower to the Lender under Hedging Contracts.1.26**Historical Financial Statements**. “Historical Financial Statements” shallhave the meaning set forth in Article IV of this Agreement.1.27**Indebtedness**. “Indebtedness” shall mean any obligation for borrowedmoney, including, without limitation:(a) any obligation owed for all or any part of the purchase price of property or other assetsor for the cost of property or other assets constructed or of improvements thereto, other thanaccounts payable included in current liabilities and incurred in respect of property purchased inthe ordinary course of business;(b) any capital lease obligation; and(c) any reimbursement obligations and other obligations under any letter of credit, currencyswap agreement, Hedging Contract, or any forward sale or purchase agreement for foreigncurrencies.
 
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1.28**Intercompany Loans**. “Intercompany Loans” shall mean intercompany loans oradvances from Guarantor (or any Subsidiaries thereof) or any Obligor to any of the other Obligorsor Guarantor (or any Subsidiaries thereof).1.29**Judgment**. “Judgment” shall have the meaning set forth in Article VIII ofthis Agreement.1.30**Late Charge**. “Late Charge” shall mean the charge assessed by the Bankfor failure to timely make payments when due and as further defined in Article II of thisAgreement.1.31**Liabilities**. “Liabilities” shall mean all liabilities which, inaccordance with GAAP should be classified as liabilities of the Obligor.1.32**LIBOR Rate**. “LIBOR Rate” means “Index”, as such term is defined underand contemplated by the Note.1.33**LIBOR Rate Loans**. “LIBOR Rate Loans” means the loan(s) for theperiod(s) when the rate of interest applicable to the loan(s) is calculated by reference to theLIBOR Rate.1.34**Loan Documents**. “Loan Documents” shall mean including withoutlimitation, this Agreement, the Note, the Security Agreement, the Mortgages, the GuarantyAgreement, the Hedging Contracts (if any), and all other agreements, amendments, certificates,financing statements, schedules, reports, notices, and exhibits now or hereafter executed ordelivered in connection with any of the foregoing, as may be in effect from time to time and asrequired pursuant to Article V of this Agreement.1.35**Mortgage**. “Mortgage” shall mean a mortgage, assignment of rents andleases and security agreement, given by one or more of the Obligors as mortgagor in favor of theBank, as mortgagee, in form and substance satisfactory to the Bank, pursuant to which the Obligorshall grant to the Bank mortgage liens on the real property set forth therein, as required pursuantto Article V hereof, together with all amendments, modifications, supplements, exhibits andschedules thereto as may be in effect from time to time.1.36**Note**. “Note” shall refer to that certain Term Loan Note dated on orabout the date hereof given by the Borrower in favor of the Bank and shall have the meaning setforth in Article II of this Agreement, and shall include all replacements, supplements,modifications, amendments extensions, and renewals thereof.1.37**Obligations**. “Obligations” shall mean the following obligations of eachObligor:(a) to pay the principal, interest, commitment fees and any other liabilities of such Obligorto the Bank under this Agreement, the Note, the Hedging Contracts, and the other Loan Documents inaccordance with the terms thereof;(b) to satisfy all of the other direct or indirect liabilities of such Obligor to the Bankhereunder, whether now existing or hereafter incurred, whether or not evidenced by any note orother instrument, matured or unmatured, direct, absolute or contingent, joint or several,including any extensions, modifications, renewals and substitutions of the Term Loan and whether arisingout of overdrafts on deposit or other accounts or electronic funds transfers (whether throughautomated clearing houses or otherwise) or out of the Bank’s non-receipt of or inability tocollect funds or otherwise not being made whole in connection with depository transfer check orother similar
 
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arrangements, whether direct or indirect (including those acquired by assignment orparticipation), absolute or contingent, joint or several due or to become due, now existing orhereafter arising;(c) to repay the Bank all amounts advanced by the Bank hereunder on behalf of any Obligor,including, but without limitation, advances for principal or interest payments to prior securedparties, mortgagors or lienors, or for taxes, levies, insurance, rent, wages, repairs to ormaintenance or storage of any collateral; and(d) to reimburse the Bank, on demand, for all of the Bank’s expenses and costs, including thereasonable fees and expenses of its counsel, in connection with the negotiation, preparation,administration, amendment, modification, or enforcement of this Agreement and the Loan Documents;providedthat, Obligors shall not be obligated to pay in excess of $9,000 for thefees and expenses of Bank counsel in connection with the negotiation and preparation of thisAgreement and the Loan Documents.1.38**Obligors**. “Obligors” shall have the meaning specified in the initial andopening paragraph of this Agreement, together with their successors and assigns.1.39**Permitted Indebtedness**. “Permitted Indebtedness” shall mean:(a) the Term Loan and any subsequent Indebtedness owed to the Bank;(b) existing Indebtedness disclosed on the attached Schedule 1.39 entitled “PermittedIndebtedness”;(c) Intercompany Loans;(d) Purchase money indebtedness related to the acquisition of machinery and equipment notexceeding the lesser of cost or fair market value thereof, not exceeding $200,000 per purchase and$500,000 in the aggregate during any fiscal year;(e) Any now existing or hereafter incurred Indebtedness to a Revolver Lender;(f) Indebtedness under Hedging Contracts; and(g) indebtedness which is subject to the prior written approval of the Bank.1.40**Person**. “Person” shall mean any individual, or artificial entityincluding, without limitation, any corporation, partnership, association, joint-stock company,trust, limited liability company, unincorporated organization, joint venture, court or governmentalor political subdivision or agency thereof.1.41**Plan**. “Plan” shall have the meaning given to such term in Article IV ofthis Agreement.
 
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1.42**Related Parties**. “Related Parties” shall mean with respect to anyPerson, such Person’s Affiliates and their respective directors, officers, employees, agents andadvisors of such Person and such Person’s Affiliates.1.43**Revolver Collateral**. “Revolver Collateral” shall mean all of Borrower’s(a) Accounts, (b) Inventory, (c) cash, (d) now owned or hereafter acquired lockbox, blockedaccounts, and any other deposit accounts and deposits maintained with any financial institution(including the Bank), into which proceeds of the Revolver Collateral are or may be deposited, (e)all rights to payments for good sold and/or services rendered that are or become evidenced by anInstrument, (f) Supporting Obligations, payment intangibles and Letter of Credit Rights, (g) creditinsurance with respect to Accounts, (h) all books and records and general intangibles evidencing orcontaining information relating to any of the Revolver Collateral or otherwise necessary or helpfulin the collection thereof or the realization thereon, and (i) all cash and non-cash Proceeds of allof the foregoing. In further clarification of the foregoing, the Reserve Account (as defined insection 6.21 herein) and the money balance contained therein shall not constitute RevolverCollateral. All terms capitalized in this definition shall have the meaning set forth for suchterms in the Uniform Commercial Code.1.44**Revolver Lender**. “Revolver Lender” shall mean any lender advancing loansand other financial accommodations to any Borrower ,which are secured by the Revolver Collateral,or any portion thereof.1.45**Security Agreement**. “Security Agreement” shall mean that certainSecurity Agreement given by the Borrower as grantor in favor of the Bank as secured party inconnection with the Term Loan granting security interest in certain Obligors’ assets to the Bank inform and substance to the Bank together with all amendments, modifications, renewals, extensions,exhibits and schedules thereto as may be in effect from time to time.1.46**Subsidiary**. “Subsidiary” shall mean, as to any designated Person (i) anycorporation, the outstanding shares of which having sufficient voting power (not depending on thehappening of a contingency) to elect at least a majority of the members of its board of directorsas are up for election at any particular time, are at the time directly or indirectly owned, by thedesignated corporation, or (ii) any partnership of which more than 50% of the outstandingpartnership interests having the power to act as a general partner of such partnership(irrespective of whether at the time of any partnership interests other than general partnershipinterest of such partnership shall or might have voting power upon the occurrence of anycontingency) are at the time directly or indirectly owned by such Person, by such Person and one ormore other Subsidiaries of such Person, by one or more other Subsidiaries of such Person.1.47**Taxes**. “Taxes” shall have the meaning set forth in Article II of thisAgreement.1.48**Term Loan**. “Term Loan” shall mean the term loan as evidenced by thisAgreement, the Term Loan Note and other related loan documents executed in connection with the TermLoan Agreement and any and all replacements, amendments, extensions and renewals thereof and asfurther defined in Article II of this Agreement.1.49**Uniform Commercial Code**. “Uniform Commercial Code” shall mean theUniform Commercial Code of New Jersey, as in effect on the date of this Agreement.
 
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**ARTICLE II****CREDIT ACCOMMODATIONS**2.1**Term Loan**. Subject to the terms of this Agreement, the Bank shall makeavailable and/or extend to the Borrower on the Closing Date a term loan (the “Term Loan”) in theamount of Eight Million Dollars ($8,000,000) for the purpose of (a) refinancing existing debt withParke Bank and (b) reimbursing Guarantor for capital expenditures and working capital advances madeby Guarantor to or on behalf of Borrower, subject to the terms and conditions and in reliance uponthe representations and warranties of the Obligors set forth in this Agreement.(a) **Term Loan Note**. The Obligations of the Borrower to repay the aggregateoutstanding principal under the Term Loan and to pay accrued interest thereon together with allrenewals, extensions, amendments and restatements thereof shall be evidenced by that certain TermLoan Note, in form and substance satisfactory to the Bank, to be executed and delivered to the Bankconcurrently with the execution and delivery of this Agreement (the “Note”).(b) **Fees**. On the Closing Date, the Borrower will pay to the Bank a non-refundableloan fee (the “Loan Fee”) in the amount of $40,000.00, irrespective of the total amount advancedhereunder.(c) **Default Rate of Interest: Late Charges**. Upon an Event of Default and during thecontinuance thereof, interest shall accrue on the Obligations at an annual rate at all times equalto the interest rate in effect in the Note plus three percent (3.0%) but not more than the maximumrate allowed by law (the “Default Rate”) and shall continue to accrue until such time theObligations are paid in full. The Default Rate shall continue to apply whether or not judgmentshall be entered on this Note.If any payment (including without limitation any regularly scheduled payment or any paymentfollowing demand) is not paid within ten (10) days after it is due, the Borrower will pay a latecharge (the “Late Charge”) as specified below, regardless of whether the payment due consists ofprincipal and interest, principal only or interest only: the greater of (a) 5.0% of the unpaidportion of the payment due, or (b) $25. The Late Charge shall be in addition to any increase madeto the Default Rate applicable to the outstanding balance hereof as a result of the failure to payfollowing failure to make payments of Obligations when due and payable, as well as in addition toany other applicable fees, charges and costs.2.2**Payments and Computations**. All amounts payable by the Borrower to theBank under this Agreement, the Note or other Loan Documents shall be paid directly to the Bank inimmediately available same day funds at the address of the Bank set forth in the Article X hereofor at such other address of which the Bank shall give notice to the Borrower pursuant to Article Xhereof. The Bank is hereby authorized to charge any account of the Borrower at the Bank for anypayment due by the Borrower under the Agreement and the Note. All payments under the Note shall beapplied first to accrued interest due and payable thereunder then to fees and expenses (includingattorneys’ fees incurred by the Bank), then to outlays made by Bank for expenses such as realestate taxes, and then to the reduction of the outstanding principal balance thereof.
 
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2.3**Requirements of Law**. In the event that after the date hereof, anyadoption of or change in any law, regulation or treaty or in the interpretation or applicationthereof or compliance by theBank with any request or directive (whether or not having the force of law) from any centralbank or other governmental authority, agency or instrumentality:(a) subjects or shall subject the Bank to any tax of any kind whatsoever with respect to thisAgreement, the loans made hereunder, the other Loan Documents or changes the basis of taxation ofpayments to the Bank of principal, commitment fees, interest or any other amount payable hereunder(except for changes in the rate of tax on the overall net income of the Bank);(b) imposes, modifies or holds or shall impose, modify or hold applicable any reserve,special deposit, compulsory loan or similar requirement against assets held by, or deposits orother liabilities in or for the account of, advances or loans by, or other credit extended by, orany other acquisition of funds by, any office of the Bank, which reserve, special deposit,compulsory loan or similar requirement is not otherwise included in determination of the interestrate hereunder;(c) imposes or shall impose on the Bank any other condition; and the result of any of theforegoing is to, directly or indirectly, increase the cost to the Bank of making, renewing ormaintaining advances or extensions of credit or to reduce any amount receivable thereunder then, inany such case, the Borrower shall pay the Bank any additional amounts necessary within ten (10)business days from the date the Bank notifies Borrower in writing of the occurrence of any suchevent, such notice to state, in reasonable detail, the reasons therefor and the additional amountrequired to compensate the Bank for such additional cost or reduced amount receivable. If the Bankbecomes entitled to claim any additional amounts pursuant to this subsection, it shall notify theBorrower of the event by reason of which it has become so entitled. The good faith determinationas to any additional amounts payable pursuant to the foregoing sentence by the Bank shall beconclusive in the absence of manifest error. The provisions hereof shall survive the terminationof this Agreement and payment of the Loan and all other amounts payable hereunder.2.4**No Claims or Defenses**. All payments made to the Bank by the Obligorhereunder, under the Note or under any of the other Loan Documents will be made without setoff,counterclaim or other defense. All such payments will be made free and clear of, and withoutdeduction or withholding for, any present or future taxes, levies, imposts, duties, fees,assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or anypolitical subdivision or taxing authority thereof or therein (but excluding, any tax imposed on ormeasured by the gross or net income of the Bank (including all interest, penalties or similarliabilities related thereto) pursuant to the laws of the United States of America or any politicalsubdivision thereof, or taxing authority of the United States of America or any politicalsubdivision thereof, in which the principal office or applicable lending office of the Bank islocated), and all interest, penalties or similar liabilities with respect thereto (collectively,together with any amounts payable pursuant to the next sentence, “Taxes”). If any Taxes are solevied or imposed, the Obligors agree to pay the full amount of such Taxes, and such additionalamounts as may be necessary so that every payment of all amounts due hereunder, under any Note orunder any other Loan Document, after withholding or deduction for or on account of any Taxes, willnot be less than the amount provided for herein or in such Note. The Obligors will furnish to theBank upon request certified copies of tax receipts evidencing such payment by the Borrower. TheObligors will indemnify and hold harmless the Bank, and reimburse the Bank upon its writtenrequest, for the amount of any Taxes so levied or imposed and paid or withheld by the Bank.
 
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2.5**Right Of Setoff**. In addition to all liens upon and rights of setoffagainst each and every Obligor’s money, securities or other property constituting the Collateralgiven to the Bank by law, the Bank shall have with respect to each and every Obligor’s Obligationsto the Bank under this Agreement, the Note and/or the other Loan Documents and to the extentpermitted by law, a contractual possessory security interest in and a contractual right of setoffagainst, and each and every Obligor herebygrants a security interest in, lien upon and rights to setoff against, and each and everyObligor hereby assigns, conveys, delivers, pledges and transfers to the Bank each and everyObligor’s right, title and interest in and to, each of the Obligor’s deposits, moneys, credits,securities and other property and proceeds thereof constituting Collateral, including withoutlimitation any proceeds of Collateral or returned or unearned premium of insurance with respect tothe Collateral now or hereafter in the possession of or on deposit with, or in transit to, the Bankor any other direct or indirect Subsidiary, or Affiliate of the Bank whether held in a general orspecial account or deposit, whether held jointly with someone else or whether held for safekeepingor otherwise, excluding, however, all IRA, Keogh, escrow and trust accounts and also excluding anyand all deposit accounts (other than the Reserve Account), and any money therein from time to time,and other assets of the Borrower that comprise or are a part of the Revolver Collateral, including,without limitation, the lockbox, the lockbox account and all other deposit accounts that are or mayhereafter be located at the Bank. Every such security interest and right of setoff may be exercisedupon the occurrence of an Event of Default. Notwithstanding anything to the contrary containedherein, Bank specifically waives and disclaims all liens and rights of setoff given to the Bankunder the Loan Documents (including the Hedging Contracts) or by law or otherwise, in the RevolverCollateral.2.6**Bank’s Rights**. Obligors hereby authorize the Bank, upon the occurrence ofan Event of Default, at its sole option and discretion, but, in no event is required to do so or isobligated to: (a) do anything which Borrower is required but fails to do hereunder within areasonable time thereafter, after Bank notifies Borrower of such failure and provides Borrower anopportunity to correct such failure, and in particular Bank may, if Borrower fails to do so afternotice and an opportunity to cure, obtain and pay any premiums payable on any policies of insurancerequired to be obtained or maintained hereunder; (b) direct any insurer to make payment of anyinsurance proceeds including any returned or unearned premiums, directly to the Bank and apply suchmoneys to any Indebtedness or other amount evidenced hereby in such order or fashion as Bank mayelect; and (c) add any amounts paid or incurred by the Bank for costs and expenses in accordancewith the terms of this Agreement to the principal amount of the Obligations evidenced by the Note.2.7**Continuing Liability**. The liabilities of the Borrower under this ArticleII shall continue to be effective or be automatically reinstated, as the case may be, if at anytime payment, in whole or in part, of any of the payments to the Bank is rescinded or mustotherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation orreorganization of any other Borrower or any other Obligor or person, or upon or as a result of theappointment of a custodian, receiver, trustee or other officer with similar powers with respect toany Borrower or any other Obligor or any substantial part of its property, or otherwise, all asthough such payment had not been made.2.8**LIBOR Rate Lending Unlawful**. If the Bank shall reasonably determine (whichdetermination shall, upon notice thereof to the Borrower be conclusive and binding on the Borrower)that the introduction of or any change in or in the interpretation of any law, rule, regulation orguideline, (whether or not having the force of law) makes it unlawful, or any central bank or othergovernmental authority asserts that it is unlawful, for the Bank to make, continue or maintain anyLIBOR Rate Loan as, or to convert any loan into, a LIBOR Rate Loan of a certain duration, theobligations of the Bank to make, continue, maintain or convert into any such LIBOR Rate Loan shall,upon such determination, forthwith be suspended until the Bank shall notify the Borrower that thecircumstances causing such suspension no longer exist, and all LIBOR Rate Loans of such type shallautomatically convert into a loan to which the Substitute Rate (as defined in Section 2.9 hereof)applies at the end of the then current Interest Period with respect thereto or sooner, if requiredby such law or assertion. The Bank shall provide the Borrower with any such law, rule, regulationor guideline that the Bank has reasonably determined makes it unlawful for the Bank to make,continue or maintain any LIBOR Rate Loan.
 
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2.9**Substitute Rate**. If the Bank shall have determined that US dollar deposits in therelevant amount and for the relevant Interest Period are not available to the Bank in the Londoninterbank market; or by reason of circumstances affecting the Bank in the London interbank,adequate means do not exist for ascertaining the LIBOR Rate applicable hereunder to a LIBOR RateLoan of any duration, the LIBOR Rate no longer adequately reflects the Bank’s cost of fundingloans, then, upon notice from the Bank to the Borrower, the obligations of the Bank to make orcontinue any loan as, or to convert any loan into, a LIBOR Rate Loan of such duration shallforthwith be suspended until the Bank shall notify the Borrower that the circumstances causing suchsuspension no longer exist, and during the period of any such suspension, another index of annualinterest rates for non-consumer loans determined pursuant to and in accordance with the Note (the“Substitute Rate”) shall be used.2.10**Indemnities**. The Borrower agrees to reimburse the Bank (without duplication) forany increase in the cost to the Bank, or reduction in the amount of any sum receivable by the Bank,in respect, or as a result of:(a) any conversion or repayment or prepayment of the principal amount of any LIBORRate Loan on a date other than the scheduled last day of the Interest Period applicable thereto;(b) any loans not being made as LIBOR Rate Loan in accordance with the borrowing requestthereof; or(c) any LIBOR Rate Loan not being continued as, or converted into, LIBOR Rate Loans inaccordance with the continuation/conversion notice thereof.(d) any interest costs associated with the timing of applying any principal and interestpayments to the Loan relative to payments made under any Hedging Obligations; and(e)     any amounts owing by the Borrower to Bank under the Hedging Contracts in respect toHedging Obligations.The Bank shall promptly notify the Borrower in writing of the occurrence of any such event, suchnotice to state, in reasonable detail, the reasons therefore and the additional amount requiredfully to compensate the Bank for such increased cost or reduced amount. Such additional amountsshall be payable by the Borrower to the Bank within thirty days of its receipt of such notice, andsuch notice shall, in the absence of manifest error, be conclusive and binding on the Borrower.The Borrower understands, agrees and acknowledges the following: (i) the Bank does not have anyobligation to purchase, sell and/or match funds in connection with the use of LIBOR Rate as a basisfor calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merelyas a reference in determining such rate, and (iii) the Borrower has accepted the LIBOR Rate as areasonable and fair basis for calculating such rate and other funding losses incurred by the Bank.**ARTICLE III****SECURITY**3.1**Security**. The security for repayment of the Term Loan shall includewithout limitation the collateral, guaranties and other documents heretofore, contemporaneously orhereafter executed and delivered to the Bank (“Security Documents”) which shall secure theObligations. **Unless expressly provided to the contrary in documentation for any other loan orloans, it is the express intent of the Bank and the Obligors that all Obligations becross-collateralized and cross-defaulted,such that collateral securing any of the Obligations shall secure repayment of all Obligationsand a default under any Obligation shall be a default under all Obligations**.
 
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**ARTICLE IV****REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS**In order to induce the Bank to execute and deliver this Agreement and to make the Term Loanavailable to the Borrower, each Obligor represents and warrants to the Bank that, as of the datehereof:4.1**Good Standing Of Obligors; Authorization**. The Borrower is a corporationin good standing in the State of New Jersey and Delaware, as applicable, and has the power to ownits properties and to carry on its business as now conducted. The Borrower is duly authorized toexecute and deliver the Loan Agreement and the Loan Documents; all necessary action to authorizethe execution and delivery of the Loan Agreement and Loan Documents has been properly taken and theBorrower is and will continue to be duly authorized to borrow under this Loan Agreement and toperform all other terms and provisions of the Loan Agreement and the Loan Documents.4.2**Compliance with Laws and Other Agreements**. Except as set forth in Section4.18 of this Agreement, each Obligor is in compliance with all laws, rules, regulations, judgments,decrees, orders, agreements and requirements which affect in any material way such Obligor, itsassets or the operation of its business and has not received, and has no knowledge of, any order ornotice of any governmental investigation or of any violation or claim of violation of any law,regulation, judgment, decree, order, agreement, or other governmental requirement.4.3**No Conflict; Governmental Approvals**. The execution, delivery, andperformance of this Agreement and each of the Loan Documents will not (a) conflict with, violate,constitute a default under, or result in a breach of any material provision of any applicable law,rule, regulation, judgment, decree, order, instrument or other agreement, or (b) conflict with orresult in a breach of any provision of the articles or certificate of incorporation or bylaws, orregulations if the Obligor is a corporation, its partnership agreement if the Obligor is apartnership, or its other organizational documents as applicable; or (c) upon receipt of theconsent of Wells Fargo Bank, National Association, result in a default or violation of anyindenture, mortgage, deed of trust, franchise, permit, contract, agreement or other instrument towhich it is a party or by which it is bound. No authorization, permit, consent or approval of orother action by, and no filing, registration or declaration with, any governmental authority orregulatory body is required to be obtained or made by any Obligor for the due execution, deliveryand performance of this Agreement or any of the Loan Documents, (other than filings to perfect thesecurity granted by it) except such as have been duly obtained or made prior to the Closing Dateand are in full force and effect as of the Closing Date (copies of which have been delivered to theBank on or before the Closing Date). The consummation of this Agreement and the other LoanDocuments and the transactions set forth herein will not result on any such default or violation orEvent of Default.4.4**Pending Litigation**. There are no actions, suits, proceedings orgovernmental investigations pending or, to the knowledge of the Obligors, threatened against theObligors, which could result in a material adverse change in its business, assets, operations,condition (financial or otherwise) or results of operations and there is no basis known to theObligors for any suit, proceeding or investigation which could result in such a material adversechange. All pending and threatened material litigation against the Obligors is listed on theattached Schedule 4.4 hereto entitled “Pending and Threatened Litigation”.
 
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4.5**Financial Statements**. The Obligors have delivered or caused to bedelivered to the Bank their most recent 10-Q dated as of June 30, 2008 and their managementprepared Financial Statements dated as of August 31, 2008 (as applicable, the “Historical FinancialStatements”). The Historical Financial Statements are true, complete and accurate in all materialrespects and fairly present the financial condition, assets and liabilities, whether accrued,absolute, contingent or otherwise and the results of the Obligor’s operations for the periodspecified therein. The Historical Financial Statements have been prepared in accordance with GAAPconsistently applied from period to period subject in the case of interim statements to normalyear-end adjustments and to any comments and notes acceptable to the Bank in its sole discretion.Further, no information has been omitted which would make the information previously furnishedmisleading or incorrect in any material respect.4.6**No Material Adverse Change**. Since the date of the most recent HistoricalFinancial Statements, none of the Obligors have suffered any damage, destruction or loss, and noevent or condition has occurred or exists which has resulted or could result in a material adversechange in business, assets, operations, conditions (financial or otherwise), prospects or resultsof operation.4.7**No Indebtedness**. No Obligor has any Indebtedness other than PermittedIndebtedness.4.8**Solvency**. As of the date hereof and after giving effect to thetransactions contemplated by the Loan Documents, (a) the aggregate value of the Borrower’s assetswill exceed its Indebtedness and other liabilities (including contingent, subordinated, unmaturedand unliquidated liabilities), (b) the Borrower will have sufficient cash flow to enable it to payits debts as they mature, and (c) the Borrower will not have unreasonably small capital for thebusiness in which it is engaged as such business is currently conducted and is proposed to beconducted.4.9**No Investments**. No Obligor has any “investment” (as such term is definedunder GAAP), whether by stock purchase, capital contribution, loan, advance, purchase of propertyor otherwise, in any Person, other than as shown in the most recent Financial Statements.4.10**Payment of Taxes**. No Obligor is delinquent in payment of any income,property or other tax, except for any delinquency in the payment of a tax which is contested ingood faith by such Obligor and for which appropriate reserves have been established in accordancewith GAAP. Each Obligor has timely filed all federal, state and other material income tax returnsand reports required by law to have been filed by it, except with respect to certain annual Form5500 filing obligations described in Section 6.13 below.4.11**Assets**. All properties and assets of each Obligor are owned by suchObligor free and clear of all Encumbrances except (a) those for taxes or other government chargeseither not yet delinquent; (b) those not arising in connection with Indebtedness that do notmaterially impair the use or value of the properties or assets of such Obligor in the conduct ofits businesses; (c) Encumbrances whose release and termination is evidenced by such Obligor’sdelivery to the Bank of appropriate documents on the Closing Date; (d) the Loan Documents andEncumbrances otherwise permitted under the Security Agreement and the Mortgages; and/or (e)Encumbrances otherwise expressly permitted under this Agreement and as set forth on the attachedSchedule 4.11 entitled “Permitted Encumbrances”.4.12**Intellectual Property**. The Borrower owns or is licensed to use allpatents, patent rights, trademarks, trade names, service marks, copyrights, intellectual property,technology, know-how and processes necessary for the conduct of its business as currently conductedthat are material to the condition (financial or otherwise), business or operations of theBorrower.
 
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4.13**Guaranties**. No Obligor is obligated under any Guaranty except as givenin connection with this Term Loan and except to the extent disclosed to the Bank and as set forthon the attached Schedule 4.13 entitled “Guaranty Obligations.”4.14**Regulatory Matters/Margin Securities**. No part of the proceeds of theTerm Loan will be used for “purchasing” or “carrying” any “margin stock” within the respectivemeaning of each of the quoted terms under Regulation U of the Board of Governors of the FederalReserve System as now and from time-to-time in effect or for any purpose which violates theprovisions of the regulations of such Board of Governors. The assets of each Obligor do notinclude any “margin” securities within the meanings of Regulation G or U of the Board of Governorsof the Federal Reserve System and each such Obligor does not have any present intention ofacquiring any margin security.4.15**ERISA**. The provisions of each employee benefit plan as defined inSection 3(3) of ERISA (“Plan”) maintained by any Obligor comply in all material respects with allapplicable requirements of ERISA and of the Code, and with all applicable rulings and regulationsissued under the provisions of ERISA and the Code setting forth those requirements. No reportableevent, as defined in Section 4043 of ERISA, has occurred or is reasonably expected to occur withrespect to any Plan; no Plan to which Section 4021 of ERISA applies has been terminated; no Planhas incurred any liability to PBGC as provided in Section 4062, 4063 and 4064 of ERISA; no Plan hasbeen involved in any prohibited transaction within the meaning of Section 406 of ERISA or Section4975 of the Code; and there are no unfunded liabilities with respect to any Plan which are notdisclosed in the Financial Statements.4.16**Valid, Binding and Enforceable Obligations**. Each of the Obligors,respectively has full power and authority to enter into the transactions provided for in thisAgreement and each and every of the other Loan Documents to which it is a party and has been dulyauthorized to do so by appropriate action of its Board of Directors or otherwise as may be requiredby law, charter, other organizational documents or agreements, and the Agreement and the LoanDocuments, when executed and delivered by each of the Obligors respectively, will constitute thelegal, valid, binding and enforceable obligations of the Obligors in accordance with their termsexcept as enforcement of this Agreement and the other Loan Documents may be limited by bankruptcy,insolvency or other laws of general application relating to or affecting the enforcement ofcreditors’ rights and except as enforcement is subject to general equitable principles.4.17**Priority of Liens and Security Interests**.(a) The Mortgage, when properly recorded, will create a valid first priority mortgage lien onthe real property described therein as collateral for all the Obligations, subject only to suchEncumbrances as may be expressly permitted by the Loan Documents.(b) The Security Agreement, upon the filing of financing statements in the appropriategovernmental offices, will create valid first priority perfected security interests in thepersonal property of the Borrower described therein as collateral for all of the Obligations.4.18**Environmental Matters**.(a) Each Obligor has performed all of its obligations under, has obtained all necessaryapprovals, permits, authorizations and other consents (including consent orders and agreements)required by, and is not in material violation of, any Environmental Laws.(b) No Obligor has received any notice, citation, summons, directive, order or othercommunication, written or oral, from, and no Obligor has any knowledge of the filing or givingof any such notice, citation, summons, directive, order or other communication by, anygovernmental or quasi-governmental authority or agency or any other Person concerning thepresence, generation, treatment, storage, transportation, transfer, disposal, release or otherhandling of any Hazardous Materials within, on, from, related to, or affecting any real propertyowned or occupied by such Obligor.
 
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Obligor has disclosed it is negotiating with CumberlandCounty, New Jersey with respect to those areas on the Mortgaged Property which may be used forstorage of non-hazardous soils so as to be consistent with existing State of New Jersey approvals.(c) No real property owned or occupied by such Obligor has ever been used, either by theObligor or any of its predecessors in interest, to generate, treat, store, transport, transfer,dispose of, release or otherwise handle any Hazardous Material in material violation of anyapplicable Environmental Laws.(d) There are no Hazardous Materials within, on or under any real property owned or occupiedby any Obligor in violation of any applicable Environmental Laws.4.19**No Untrue Statements**. Neither this Agreement, the Loan Documents nor anyother document, certificate or statement furnished or to be furnished by any Obligor or by anyother party to the Bank in connection herewith contains, or at the time of delivery will contain,any untrue statement of a material fact or omits or will omit to state a material fact necessary inorder to make the statements contained herein and therein not misleading. There is no fact knownto any of the Obligors which materially adversely affects or might materially adversely affect thebusiness, assets, operations, prospects or condition (financial or otherwise) or results ofoperation of the Borrower which has not otherwise been fully set forth in the Agreement or the LoanDocuments.**ARTICLE V****CONDITIONS PRECEDENT**The Bank’s obligations hereunder are conditioned upon the satisfaction by the Obligors of thefollowing conditions precedent:5.1**Delivery of Documents**. The Obligors shall deliver or cause to bedelivered to the Bank at the Closing the following:(a) this Agreement duly executed by the Borrower and each Obligor;(b) the Note duly executed by the Borrower;(c) the Guaranty Agreement duly executed by the Guarantor;(d) the Security Agreements duly executed by the Borrower, together with such UniformCommercial Code financing statements and other documents as the Bank may reasonably require;(e) the Mortgages duly executed by Borrower and other documents as the Bank may reasonablyrequire;(f) any other documents, agreements, instruments that the Bank may require in connection withthe Term Loan in form and substance satisfactory to the Bank, as it deems appropriate in its solediscretion;
 
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(g) evidence of the Obligors’ compliance with those covenants regarding insurance as arecontained in this Agreement and the other Loan Documents;(h) a certificate of the Secretary or an Assistant Secretary of each of the corporateObligors dated the Closing Date including (i) resolutions duly adopted by each such Obligorauthorizing the transactions under the Loan Documents; (ii) a copy of the bylaws of each suchObligor; (iii) evidence of the incumbency and signature of the officers executing on its behalfany of the Loan Documents and any other document to be delivered pursuant to any such documents,together with evidence of the incumbency of such Secretary or Assistant Secretary; (iv) a copy,certified by the New Jersey and Delaware Secretary of State, as applicable, as of the most recentdate practicable, of each such Obligor’ s Articles and Certificate of Incorporation, together withthe certification of the Secretary or Assistant Secretary of each such Obligor as of the ClosingDate that such Articles and Certificate of Incorporation have not been amended since the date ofthe aforesaid certification by the Secretary of State; and (v) certificates of authority or goodstanding for each such Obligor from its jurisdiction of incorporation and any other jurisdictionwhere such Obligor is qualified to do business;(i) Policies of title insurance issued by a title company satisfactory to the Bank insuringthe Mortgage, as a valid mortgage lien, subject only to exceptions approved by the Bank;(j) Appraisals of real estate and/or personal property satisfactory in form and substance tothe Bank; which real estate appraisals shall be on an “as improved, leased-fee stabilized basis”,subject to a completed third-party review of the completed appraisals, and the cost of which shallbe reimbursed by Borrower at a rate of $375 per hour for the third-party review; and(k) Bank shall have received all fees due and payable, pursuant to the Loan Documents, includingwithout limitation the fee arising under the fee arising under the Commitment, on the Closing Date,including reimbursement or payment of all reasonable out of pocket expenses required to bereimbursed or paid by Borrower hereunder or under any of the other Loan Documents.**ARTICLE VI****AFFIRMATIVE COVENANTS**Each Obligor hereby covenants and agrees that from the date hereof and until satisfaction infull of the Obligations, unless the Bank shall otherwise consent in writing, each such Obligorshall do the following:6.1**Use of Proceeds**. Use the proceeds of the borrowings hereunder only forthe purposes specified in Article II of this Agreement.6.2**Maintain Books and Records/ Conduct of Business**. Keep and maintaincomplete and accurate books and records of its assets, liabilities and operations consistent withsound business practices in accordance with GAAP; upon reasonable prior notice, permitrepresentatives and/or agents of the Bank full and complete access to any or all of the Borrower’sproperties and financial records, to make extracts from and/or audit the Borrower’s books, recordsand financial information and to inspect the Borrower’s facilities and properties. Further,conduct its business only in the ordinary course.6.3**Financial Information**. Provide to the Bank the following financialinformation and other financial reporting at such times as are specified herein:(a) Consolidated and Consolidating annual Financial Statements and Tax Returns of theBorrower and Guarantor, audited by a certified public accountant, in form and subtancesatisfactory to the Bank, shall be provided to the Bank within 120 days of the Borrower’s andGuarantor’s fiscal year-end; and
 
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(b) such other financial information, in form and substance acceptable to the Bank, for theimmediately preceding fiscal year and such other information respecting the operations, financialor otherwise, of the Borrower and Guarantor, as the Bank may from time to time reasonably request.(c) In the event the Borrower or Guarantor fails to comply with this provision, the Bank, atits sole option and discretion, shall have the right to increase the interest rate of the Loan byone-half of one percent (1/2%) for each quarter that the condition is not met. Such increasedinterest rate shall continue until the Borrower and/or Guarantor has complied with the financialreporting provisions set forth herein. The Borrower will not be held responsible for delays incomplying with the requirements of this paragraph if such delays are beyond the control of theBorrower or Guarantor, and a good faith effort has been demonstrated to comply with the Bank’sfinancial reporting requirements.6.4**Inspection**. Make available during normal business hours for inspection bythe Bank or its designated representatives any of its books and records when reasonably requestedby the Bank to do so, and furnish the Bank any information reasonably requested regarding itsoperations, business affairs and financial condition within a reasonable time after the Bank givesnotice of its request therefor. In particular, and without limiting the foregoing, each Obligorshall permit, during normal business hours and upon reasonable prior notice, representatives of theBank to make such periodic inspections of each such Obligor’s books, records and assets as suchrepresentatives deem necessary and proper.6.5**Insurance**. Carry at all times with financially sound and reputableinsurers: (a) all workers’ compensation or similar insurance as may be required under the laws ofany applicable jurisdiction; (b) public liability insurance against claims for personal injury,death or property damage suffered upon, in or about any premises occupied by it or occurring as aresult of the ownership, maintenance or operation by it of any automobile, truck or other vehicleor as a result of the use of products manufactured, constructed or sold by it, or services renderedby it; (c) business interruption insurance covering risk of loss as a result of the cessation forall or any part of one year of any substantial part of the business conducted by it; (d) hazardinsurance against such other hazards as are usually insured against by business entities ofestablished reputation engaged in like businesses and similarly situated, including, withoutlimitation, fire (flood, if applicable) and extended coverage; and (e) such other insurance as theBank may from time to time reasonably require, and pay all premiums on the policies for all suchinsurance when and as they become due and take all other actions necessary to maintain suchpolicies in full force and effect at all times. The insurance specified in Subsections (b), (c)and (d) shall be maintained in such amounts (and with co-insurance and deductibles) as suchinsurance is usually carried by business entities of established reputation engaged in the same orsimilar business and similarly situated. Each Obligor shall from time to time, upon request by theBank, promptly furnish or cause to be furnished to the Bank evidence, in form and substancesatisfactory to the Bank, of the maintenance of all insurance required to be maintained hereby,including, without limitation, such originals or copies as the Bank may request of policies,certificates of insurance, riders and endorsements relating to such insurance and proof of premiumpayments. Each Obligor shall cause each hazard insurance policy to provide, and the insurerissuing each such policy to certify to the Bank, that (x) if such insurance be proposed to becancelled or materially changed for any reason whatsoever, such insurer will promptly notify theBank and such cancellation or change shall not be effective for thirty (30) days after receipt bythe Bank of suchnotice, unless the effect of such change is to extend or increase coverage under the policy;(y) the Bank shall be named as lender loss payee with respect to personal property constitutingCollateral and mortgagee with respect to real property containing a standard mortgagee clause forloss in favor of the Bank; and (z) the Bank will have the right but not the obligation, at itselection, to remedy any default in the payment of premiums within thirty (30) days of notice fromthe insurer of such default. The
 
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foregoing covenants regarding insurance are in addition to, andnot intended to supersede, those covenants regarding insurance set forth in the Security Agreement.In the event and to the extent of any conflict between the provisions of this Agreement and theprovisions of the Security Agreement regarding the insuring of collateral, the provisions of theSecurity Agreement with respect thereto shall govern.6.6**Maintain Property**. Maintain its equipment, real property and otherproperties in good condition and repair (normal wear and tear excepted) other than equipment thatis obsolete or not presently used in the daily operation of the Borrower’s business, and pay anddischarge the cost of repairs thereto or maintenance thereof.6.7**Taxes**. Pay all taxes, assessments, charges and levies imposed upon suchObligor or on any of its property, or which it is required to withhold and pay over, and provideevidence of payment thereto to the Bank if the Bank so requests, except where contested in goodfaith by lawful and appropriate proceedings and where adequate reserves therefor have been setaside on its books; provided, however, that such Obligor shall pay all such taxes, assessments,charges and levies forthwith whenever foreclosure on any lien which attaches or security thereforappears imminent.6.8**Perform Obligations**. Pay all rent or other sums required by every leaseto which each such Obligor is a party as the same becomes due and payable, perform all of itsobligations as tenant or lessee thereunder except where contested in good faith by lawful andappropriate proceedings and where adequate reserves therefor have been set aside; and keep all suchleases at all times in full force and effect during the terms thereof.6.9**Corporate Existence; Certain Rights; Laws**. Do all things necessary topreserve and keep in full force and effect in each jurisdiction in which each Obligor conductsbusiness the business existence, licenses, permits, rights, patents, trademarks, trade names andfranchises of such Obligor and comply with all present and future laws, ordinances, rules,regulations judgments, orders and decrees which affect in any material way such Obligor, its assetsor the operation of its business.6.10**Notice of Litigation, Other Proceedings And Certain Events**. Give promptnotice to the Bank of (a) the existence of any dispute, (b) the institution of any litigation,administrative proceeding or governmental investigation involving any Obligor, (c) the entry of anyjudgment, decree or order against or involving any Obligor in excess of $150,000 for each suchentry or such aggregate entries exceeding $500,000 in any fiscal year, or (d) any event any ofwhich might in the aggregate materially and adversely affect the operation, condition (financial orotherwise) property, prospects or business of any Obligor or affect the enforceability of thisAgreement or any of the other Loan Documents.6.11**Pay Indebtedness**. Pay or cause to be paid when due (or within applicablegrace periods) all indebtedness of each such Obligor.6.12**Notice of Defaults**. Give prompt notice to the Bank if such Obligorbecomes aware of the occurrence of any Event of Default, or of any fact, condition or event whichwith the giving of notice or lapse of time, or both, could reasonably be expected to result in anEvent of Default, or of the failure of any Obligor to observe or perform any of the conditions orcovenants to be observed or performed by it under this Agreement or any of the other LoanDocuments.6.13**ERISA. (a) Except as described in subsection 6.13(b), maintain each Planin compliance in all material respects with all applicable requirements of ERISA and of the Codeand with all applicable rulings and regulations issued under the provisions of ERISA and of theCode. As promptly as practicable (but in any event not later than ten (10) days) after any Obligorreceives from the Pension Benefits Guaranty Corporation (PBGC) a notice of intent to terminate anyPlan or to appoint a
 
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trustee to administer any Plan, after such Obligor has notified the PBGC thatany reportable event, as defined in Section 4043 of ERISA, with respect to any Plan has occurred,or after such Obligor has provided a notice of intent to terminate to each affected party, asdefined for purposes of Section 4041(a)(2) of ERISA, with respect to any Plan, a certificate of thechief executive officer of such Obligor shall be furnished to the Bank setting forth the detailswith respect to the events resulting in such reportable event, as the case may be, and the actionwhich such Obligor proposes to take with respect thereto, together with a copy of the notice ofintent to terminate or to appoint a trustee from the PBGC, of the notice of such reportable eventor of such Obligor’s notice of intent to terminate, as the case may be.(b) Certain deficiencies exist with respect to Borrower’s annual Form 5500 filing obligationsfor the Casie Ecology Oil Salvage, Inc. 401(k) Plan (the “Casie 401(k) Plan”), and Borrower isinvestigating whether other errors have occurred or are occurring with respect to theadministration of the Casie 401(k) Plan. Borrower is taking steps to correct all such deficienciesand other errors (if any) as soon as possible. The cost of such correction or the amount orlikelihood of assessment of any penalties by government agencies would not have a material adverseeffect on the ability of any Obligor to conduct its business.6.14**Bank as Primary Depository**. Use the Bank as its primary depositoryinstitution for all operating and payroll accounts unless otherwise agreed in writing by the Bank;and notify the Bank, in writing and on a continuing basis, of all deposit accounts and certificatesof deposit (including the numbers thereof) maintained with or purchased from other banks and otherfinancial institutions. The Borrower will maintain with the Bank throughout the term of the Loan acommercial operating account and a payroll account. **THE BORROWER HEREBY AUTHORIZES THE BANK TO (a)MAKE DISBURSEMENTS OF LOAN PROCEEDS BY THE BANK’S CREDITING OF SUCH DISBURSEMENTS DIRECTLY INTOSUCH ACCOUNT AND (b) DIRECT THE ACCOUNT TO PAY ANY INTEREST AND PRINCIPAL UPON THE NOTE WHEN THESAME SHALL BE DUE (AFTER THE RESERVE ACCOUNT IS DEPLETED), AND ALL OTHER COSTS AND EXPENSES WHICHARE REIMBURSABLE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, AND THE BORROWER AGREES THAT SUCHDISBURSEMENTS SHALL CONSTITUTE ADVANCES UNDER THE NOTE.**The Borrower agrees to pay all normal andcustomary charges of the Bank for maintaining such accounts. The Bank disclaims any liens, claimsor rights whatsoever in all deposit accounts constituting Revolver Collateral (including thecommercial operating account and the payroll account) maintained with Bank.6.15**Intentionally Omitted**.6.16**Compliance With Environmental Laws**. Comply fully with all EnvironmentalLaws and not use any property which it owns or occupies to generate, treat, store, transport,transfer, dispose of, release or otherwise handle any Hazardous Material, except in compliance withall Environmental Laws.6.17**Security for Obligations**. As security for the prompt payment,performance, satisfaction and discharge when due of all the Obligations, the Obligors shall eachexecute and deliver or shall cause to be executed and delivered to the Bank, concurrently with theexecution of this Loan Agreement, the Security Agreement, the Mortgage, the Guaranty, and suchother documents that the Bank shall require.
 
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6.18**Further Actions**. Cooperate and join with the Bank, at such Obligor’s ownexpense, in taking all such further actions as the Bank, in its sole judgment, shall deem necessaryto effectuate the provisions of the Loan Documents and to perfect or continue the perfected statusof all Encumbrances granted to the Bank pursuant to the Loan Documents, including, withoutlimitation, the delivery and filing of financing statements, amendments thereto and continuationstatements, the delivery of chattel paper, documents or instruments to the Bank, and the notationof Encumbrances in favor of the Bank on certificates of title.6.19**Indemnification**.(a) The Obligors, jointly and severally, shall indemnify, defend and hold harmless the Bankand its Related Parties with respect to any and all claims, expenses, demands, losses, costs,fines or liabilities of any kind, including reasonable attorneys’ fees and costs, arising from orin any way related to (i) acts or conduct of any Obligor under, pursuant to or related to thisAgreement and the other Loan Documents, (ii) any Obligor’s breach or violation of anyrepresentation, warranty, covenant or undertaking contained in this Agreement or the other LoanDocuments, and (iii) any Obligor’s failure to comply in any material respect with any or all laws,statutes, ordinances, governmental rules, regulations or standards, whether federal, state, orlocal, or court or administrative orders or decrees, including without limitation those resultingfrom any Hazardous Materials or dangerous environmental condition within, on, from, related to oraffecting any real property owned or occupied by any Obligor, unless resulting from the acts orconduct of the Bank constituting gross negligence or willful misconduct.(b) If, after receipt of any payment of all or any part of the Obligations, the Bank iscompelled to surrender such payment to any Person or entity for any reason (including, withoutlimitation, a determination that such payment is void or voidable as a preference or fraudulentconveyance, an impermissible setoff, or a diversion of trust funds), then this Agreement and theother Loan Documents shall continue in full force and effect, and the Obligors shall be jointlyand severally liable for, and shall indemnify, defend and hold harmless the Bank with respect tothe full amount so surrendered.(c) The provisions of this section shall survive the termination of this Agreement and theother Loan Documents and shall be and remain effective notwithstanding the payment of theObligations, the cancellation of any of the Notes, the release of any Encumbrance securing theObligations or any other action which the Bank may have taken in reliance upon its receipt of suchpayment. Any cancellation of any of the Note, release of any Encumbrance or other such actionshall be deemed to have been conditioned upon any payment of the Obligations having become finaland irrevocable.6.20**Financial Covenant**. At all times, Guarantor shall, on a consolidated basis,maintain a maximum Leverage Ratio of 4.0 to 1.0, measured annually at the end of each fiscal yearof Guarantor, commencing with the fiscal year ending on December 31, 2009, and December 31 of eachsubsequent year. Leverage Ratio is defined as Guarantor’s Total Liabilities divided by Guarantor’sTotal Net Worth plus noncash adjustments to intangible assets, with all terms defined underGenerally Accepted Accounting Principles (“GAAP”). Guarantor shall base its calculations on itsconsolidated financial statements, as audited by a certified public accountant (“CPA”).6.21**Reserve Account**. On the Closing Date, Borrower shall, out of the Term Loanproceeds, establish a reserve account (“Reserve Account”) in the amount of Seven Hundred TwentyThousand Dollars ($720,000) to be held by Bank in Borrower’s name in an interest bearing account,for the purpose of paying the first six (6) monthly principal plus interest payments due byBorrower to Bankunder the Note. Once this Reserve Account is fully paid out, Borrower shall resume making theremaining principal plus interest payments due under the Note.
 
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6.22**Quarterly Environmental Reports**. On a quarterly basis, Borrower shall promptlyprovide Bank with environmental reports based on data from wells on the real estate propertiessubject to the Mortgages by Borrower, which reports are to be submitted to the New JerseyDepartment of Environmental Protection (“NJDEP”) for compliance purposes. In the event the NJDEPrequires less frequent monitoring, Borrower shall continue to provide Bank with such reportsquarterly.6.23**Management Changes**. Borrower and Guarantor shall promptly provide written noticeto Bank in the event that either Mark Alsentzer or Brent Kopenhaver, or both, cease to activelymanage the day-to-day business activities of Guarantor.**ARTICLE VII****NEGATIVE COVENANTS**Each Obligor hereby covenants and agrees that from the Closing Date until satisfaction in fullof the Obligations, it will not do any one or more of the following (other than Section 7.1(a))without first obtaining the written consent of the Bank:7.1**Fundamental Corporate Changes**. (a) Without thirty (30) days advancenotice to the Bank (and Bank consent is not required), change its name or state of incorporation,(b) enter into or effect any merger, consolidation, share exchange, division, conversion,reclassification, recapitalization, reorganization or other transaction of like effect, change itslegal structure, or dissolve; provided that this Section 7.1 shall not prohibit any transactiondescribed in 7.1(b) if such transaction is by and among the Obligors only.7.2**Dispose of Assets**. Sell, transfer, lease or otherwise dispose of all or(except in the ordinary course of business and other than the disposition of equipment that isobsolete, worn out or being replaced by equipment of equal or greater value) any material part ofits assets or any significant product line or process, or permit any Subsidiary to do so.7.3**Indebtedness**. Incur, create, assume or have any Indebtedness except:(a) the Loan;(b) open account trade debt incurred in the ordinary course of business and not past due; and(c) Permitted Indebtedness.7.4**Encumbrances**. Create or allow any Encumbrances to be on or otherwiseaffect any of its property or assets except:(a) Encumbrances in favor of the Bank;(b) Encumbrances for taxes, assessments and other governmental charges incurred in theordinary course of business which are not yet due and payable;
 
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(c) Pledges or deposits made in the ordinary course of business to secure payment of workers’compensation or to participate in any fund in connection with workers’ compensation, unemploymentinsurance or social security obligations;(d) Good faith pledges or deposits made in the ordinary course of business to secureperformance of tenders, contracts (other than for the repayment of Indebtedness) or leases or tosecure statutory obligations or surety, appeal, indemnity, performance or other similar bondsrequired in the ordinary course of business;(e) Liens of mechanics, materialmen, warehousemen, carriers or other similar liens, securingobligations incurred in the ordinary course of business that are not yet due and payable;(f) Purchase money liens related to the acquisition of machinery and equipment of Borrowernot exceeding the lesser of cost or fair market value thereof, not exceeding $200,000 per purchaseand $500,000 in the aggregate during any fiscal year;(g) Encumbrances against the Revolver Collateral, securing Indebtedness in favor of aRevolver Lender; and(h) encumbrances securing Indebtedness permitted under this Loan Agreement and as set forthon the attached Schedule 4.11 entitled “Permitted Encumbrances”.7.5**Guaranties**. Directly or indirectly make, incur and/or assume any guarantyliability and/or surety liability other than in the normal course of business and including,without limitation, guaranty liability to bonding companies and creditors/sellers under purchasemoney transactions.7.6**Sales and Lease Backs**. Sell, transfer or otherwise dispose of anyproperty, real or personal, now owned or hereafter acquired, with the intention of directly orindirectly taking back a lease on such property.7.7**Change in Business**. Discontinue any substantial part, or change thenature of, the business of any Obligor, or enter into any new business unrelated to the businessconducted as of the date hereof by any Obligor.7.8**ERISA**.(a) Terminate any Plan maintained by any Obligor to which Section 4021 of ERISA applies;(b) Allow the value of the benefits guaranteed under Title IV of ERISA to exceed the value ofassets allocable to such benefits; or(c) Incur a withdrawal liability within the meaning of Section 4201 of ERISA.7.9**Margin Securities**. (a) Use any of the proceeds of the Term Loan, directly orindirectly, for the purposes of purchasing or carrying any “margin security” within the meaning ofRegulations G or U of the Board of Governors of the Federal Reserve System (12 C.F.R. 207, 221),(b) use any of the proceeds of the Term Loan, directly or indirectly, for the purpose ofpurchasing, carryingor trading in any securities under such circumstances as to involve any Obligor in a violation ofRegulation X of such Board (12 C.F.R. 224), or (c) take or permit to be taken any other actionwhich would result in the Term Loan or the consummation of any of the other transactionscontemplated hereby being violative of such regulations or any other regulation of such Board.
 
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**ARTICLE VIII****EVENTS OF DEFAULT**An event of default (“Event of Default”) under this Agreement shall be deemed to exist if anyone or more of the following events occurs whatever the reason therefor:8.1**Failure to Pay**. Any Obligor fails to pay any amount of principal,interest, fees or other sums when due under this Agreement or any of the Loan Documents, or anyother Obligations, whether upon stated maturity, acceleration, or otherwise, subject to any graceperiods set forth in the Hedging Contracts.8.2**Breach of Covenants or Conditions**. Any Obligor fails to perform orobserve any other term, covenant, agreement or condition in this Loan Agreement or any of the otherLoan Documents or any other agreement with the Bank or is in violation of or non-compliant with anyprovision of this Loan Agreement or any of the Loan Documents or any other agreement with the Bankand has not remedied and fully cured such non-performance, non-observance, violation of ornon-compliance within 30 calendar days after the Bank has given written notice thereof to suchObligor; provided, however, that during such 30 calendar day period the Bank’s obligations to makefurther loans or advances to the Borrower shall be suspended.8.3**Defaults in Other Agreements**. Any Borrower fails to perform or observeany term, covenant, agreement or condition contained in, or there shall occur any default under oras defined in, any other agreement applicable to such Obligor or by which any of them is boundinvolving a liability in excess of $500,000 (provided, however, that for purposes of any defaultunder the Hedging Contracts, the lesser of the mark-to-market value or the notional amountsthereunder shall be used to determine the amount of such liability for purposes of the foregoingthreshold) which shall not be remedied within the period of time (if any) within which such otheragreement permits such default to be remedied, unless such default is waived by the other partythereto or excused as a matter of law.8.4**Agreements Invalid**. The validity, binding nature of, or enforceability ofany material term or provision of any of the Loan Documents is disputed by, on behalf of, or in theright or name of the Borrower or any other Obligor or any material term or provision of any suchLoan Document is found or declared to be invalid, avoidable, or non-enforceable by any court ofcompetent jurisdiction.8.5**False Warranties; Breach of Representations**. Any warranty orrepresentation made by any Obligor in this Agreement or any other Loan Document or in anycertificate or other writing delivered under or pursuant to this Agreement or any other LoanDocument, or in connection with any provision of this Agreement or related to the transactionscontemplated hereby shall prove to have been knowingly false or incorrect or breached in anymaterial respect on the date as of which made.8.6**Judgments**. A final judgment or judgments is entered, or an order ororders of any judicial authority or governmental entity is issued against any Obligor (suchjudgment(s) and order(s) hereinafter collectively referred to as “Judgment”) (a) for payment ofmoney the uninsured portion of which exceeds $150,000 for each such entry or issuance or suchaggregate entries or issuances exceeding $500,000 in any fiscal year ; or (b) for injunctive ordeclaratory relief which would have a materialadverse effect on the ability of any Obligor to conduct its business, and such Judgment is notdischarged or execution thereon or enforcement thereof stayed pending appeal, within sixty (60)days after entry or issuance thereof, or, in the event of such a stay, such Judgment is notdischarged within sixty (60) days after such stay expires.
 
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8.7**Bankruptcy or Insolvency**.(a) Any Obligor becomes insolvent, or generally fails to pay, or is generally unable to pay,or admits in writing its inability to pay, its debts as they become due or applies for, consentsto, or acquiesces in, the appointment of a trustee, receiver or other custodian for the Borroweror any other Obligor, as the case may be, or a substantial part of its property, or makes ageneral assignment for the benefit of creditors.(b) Any Obligor commences any bankruptcy, reorganization, debt arrangement, or other case orproceeding under any state or federal bankruptcy or insolvency law, or any dissolution orliquidation proceeding.(c) Any bankruptcy, reorganization, debt arrangement, or other case or proceeding under anystate or federal bankruptcy or insolvency law, or any dissolution or liquidation proceeding, isinvoluntarily commenced against or in respect of any Obligor (and such involuntary proceeding isnot dismissed within sixty (60) days), or an order for relief is entered in any such proceeding.(d) A trustee, receiver, or other custodian is appointed for any Obligor or a substantialpart of such Person’s property.8.8**Hedging Contract Default**.Notwithstanding Sections 8.2 through 8.7 above, if any event that would otherwise constitutean Event of Default under Sections 8.2 through 8.7 above should occur in respect of the HedgingContracts, it shall not constitute an Event of Default hereunder or under the other Loan Documents(excluding the Hedging Contracts), so long as, and to the extent that, no failure to pay by anyObligor has occurred and is continuing with respect to the Hedging Contracts under Section 8.1above.  For the avoidance of doubt, under no circumstance shall the foregoing be construedas limiting the Bank’s right to declare an “Event of Default” under the Hedging Contracts or tootherwise exercise its rights thereunder.  **ARTICLE IX****REMEDIES**9.1**Further Advances; Acceleration; Setoff**.(a) Upon the occurrence of an Event of Default, the Bank shall have no obligation to make anyfurther advances or loans to the Borrower.(b) Upon the occurrence of any Event of Default described in Article VII of this Agreement,and in the sole discretion of the Bank upon the occurrence of any other Event of Default, theunpaid principal balance of the Term Loan, all interest and fees accrued and unpaid thereon, andall other amounts and Obligations payable by the Borrower under this Agreement and the other LoanDocuments shall immediately become due and payable in full, all without protest, presentment,demand, or further notice of any kind to the Borrower, all of which are expressly waived bythe Borrower and each Obligor.(c) If any of the Obligations shall be due and payable or any one or more Events of Defaultshall have occurred, the Bank shall have the immediate right, in addition to all other
 
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rights andremedies available to it, and subject at all times to the provisions of Sections 2.5 and 6.14 ofthis Agreement with respect to the Bank’s waiver of its rights and remedies in all RevolverCollateral, without notice to the Borrower or any Obligor, to apply toward and set-off against andapply to the then unpaid balance of the Notes and the other Obligations, any items or funds heldby the Bank, any and all deposits (whether general or special, time or demand, matured orunmatured, fixed or contingent, liquidated or unliquidated) now or hereafter maintained by any ofthe Obligors for its own account with the Bank (excluding Revolver Collateral), and any otherIndebtedness at any time held or owing by the Bank to or for the credit or the account of theObligors. For such purpose the Bank shall have, and the Obligors hereby grant to the Bank, a lienon all such deposits (excluding Revolver Collateral). The Bank is hereby authorized to charge anysuch account (excluding Revolver Collateral) or Indebtedness for any amounts due to the Bank.Such right of set-off shall exist whether or not the Bank shall have made any demand under thisAgreement, the Note or any other Loan Document and whether or not the Note and the otherObligations are matured or unmatured. The Obligors hereby confirm the Bank’s lien on suchaccounts (excluding Revolver Collateral) and right of set-off, and nothing in this Agreementshall be deemed to waive or prohibit such lien and right of set-off provided that Bankacknowledges and agrees that such liens and rights are expressly inapplicable to the RevolverCollateral.9.2**Further Exercise of Remedies**. Upon the occurrence of any one or moreEvents of Default, the Bank may proceed to protect and enforce its rights under this Agreement andthe other Loan Documents by exercising such remedies as are available to the Bank in respectthereof under applicable law, either by suit in equity or by action at law, or both, whether forspecific performance of any provision contained in this Agreement or any of the other LoanDocuments or in aid of the exercise of any power granted in this Agreement or any of the other LoanDocuments.9.3**Remedies Cumulative; No Waiver**. The rights, powers and remedies of theBank provided in this Agreement and the other Loan Documents are cumulative and not exclusive ofany right, power or remedy provided by law or equity, and no failure or delay on the part of theBank in the exercise of any right, power, or remedy shall operate as a waiver thereof, nor shallany single or partial exercise of any right, power, or remedy preclude other or further exercisethereof, or the exercise of any other right, power or remedy.
 
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**ARTICLE X****MISCELLANEOUS**10.1**Notices**. Every notice and communication under this Agreement or any ofthe other Loan Documents shall be in writing and shall be given by either (a) hand-delivery, (b)reliable overnight commercial courier (charges prepaid), or (c) telecopy or other means ofelectronic transmission, if confirmed promptly by any of the methods specified in clauses (a) and(b) of this sentence, to the following addresses:If to any Borrower:Brent Kopenhaver, Chairman of the Board and Chief Financial OfficerPure Earth, Inc.3209 North Mill Rd.Vineland, NJ 08360Facsimile No. 215-639-8756With a copy to:Gary P. Scharmett, EsquireStradley Ronon Stevens & Young, LLP2600 One Commerce SquarePhiladelphia, PA 19103-7098Facsimile No. 215-564-8120If to the Bank:Susquehanna BankTwo Aquarium DriveCamden, NJ 08103Attention: Hugh ArbuthnotWith a copy to:Capehart Scatchard8000 Midlantic Dr., Suite 300SMount Laurel, NJ 08054Attention: Peter S. BejsiukFacsimile No.: 856-235-2786Notice by hand delivery shall be deemed to have been given and received upon delivery. Noticeby overnight courier shall be deemed to have been given and received on the date scheduled fordelivery. Notice given by telecopy or other means of electronic transmission shall be deemed tohave been given and received when sent. A party may change its address by giving written notice tothe other party as specified herein.
 
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10.2**Costs, Expenses and Attorneys’ Fees**.(a) Whether or not the transactions contemplated by this Agreement and the other LoanDocuments are fully consummated, the Obligors shall promptly pay (or reimburse, as the Bank mayelect) all costs and expenses which the Bank has incurred or may hereafter incur in connectionwith the negotiation, preparation, reproduction, interpretation and enforcement of this Agreement,the Note and the other Loan Documents, the collection of all amounts due hereunder and thereunder,and any amendment, modification, consent or waiver which may be hereafter requested by any Obligoror otherwise required. Such costs and expenses shall include, without limitation, the fees anddisbursements of counsel to the Bank (which fees and disbursements payable by Borrower shall notexceed $9,000), the costs of appraisal fees, searches of public records, costs of filing andrecording documents with public offices, and similar costs and expenses incurred by the Bank.(b) Further, the Obligors agree to pay and shall promptly pay (or reimburse, as the Bank mayelect) the amount of any and all costs and expenses, including but not limited to, the legal feesof the Bank’s outside counsel and any other professionals the Bank may employ in connection withany waivers, amendments, extensions, enforcements or collection efforts of this Term LoanAgreement, Note and/or Loan Documents;(c) The Obligors’ reimbursement obligations under this Section shall survive any terminationof this Agreement.10.3**Survival of Covenants, Representations and Warranties**. This Agreementand the other Loan Documents and all covenants, agreements, representations and warranties madeherein and therein and in any certificates delivered pursuant hereto and thereto shall survive themaking of the Term Loan and the execution and delivery of the Note and, subject to the provisionsof this Agreement, shall continue in full force and effect until all of the Obligations have beenfully paid, performed, satisfied and discharged.10.4**Counterparts; Effectiveness**. This Agreement and all of the other LoanDocuments may be executed in any number of counterparts and by the different parties on separatecounterparts. Each such counterpart shall be deemed to be an original, but all such counterpartsshall together constitute one and the same Agreement. This Agreement may be executed by exchangeof facsimile signatures, which shall be deemed original signatures for purposes of this Agreementor otherwise. This Agreement shall be deemed to have been executed and delivered when the Bank hasreceived counterparts hereof executed by all parties listed on the signature page(s) hereto.10.5**Payment Due On A Day Other Than A Business Day**. If any payment due oraction to be taken under this Agreement or any Loan Document falls due or is required to be takenon a day which is not a Business Day, such payment or action shall be made or taken on the nextsucceeding Business Day and such extended time shall be included in the computation of interest.10.6**Governing Law**. This Agreement shall be governed by and be construed andenforced in accordance with the internal laws of the State of New Jersey without regard toconflicts of law principles thereof.10.7**Integration and Modification**. This Agreement and the other LoanDocuments constitute the sole agreement of the parties with respect to the subject matter hereofand thereof and supersede all oral negotiations and prior writings with respect to the subjectmatter hereof and thereof. No modification or waiver of any terms of this Agreement will be validand binding unless agreed to in writing by the Bank.
 
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10.8**Waiver**. Bank’s waiver of any breach or failure to enforce any of theterms and conditions of this Term Loan Agreement at any time, shall not in any way affect, limit orwaive Bank’s right thereafter to enforce and compel strict compliance with every term and conditionof the Term Loan Agreement.10.9**Successors and Assigns**. This Agreement (a) shall be binding upon eachObligor and the Bank and their respective permitted successors and assigns, and (b) shall inure tothe benefit of the Obligors and the Bank and its respective permitted successors and assigns,provided, however, that no Obligor may assign its rights hereunder or any interest herein withoutthe prior written consent of the Bank, and any such assignment or attempted assignment by anyObligor shall be void and of no effect with respect to the Bank. The Bank may assign thisAgreement in whole or in part, provided that in the event the Bank assigns its entire interest inthis Agreement to a third party it shall also assign all of its interests in the Hedging Contractsto such third party.10.10**Assignments and Participations**. At any time, without notice to theObligors, the Bank may sell, assign, transfer, negotiate, grant participations in, or otherwisedispose of all or any part of the Bank’s interest in the Term Loan; providedthatin the event the Bank assigns all of its interest in the Term Loan it shall also assign all of itsinterests in the Hedging Contracts. The Obligors hereby authorize the Bank to provide without anynotice to the Obligors, any information concerning the Obligors, including information pertainingto the Obligors’ financial condition, business operations or general creditworthiness, to anyperson or entity which may succeed to or participate in all or any part of the Bank’s interest inthe Term Loan.10.11**Severability**. Any provision in this Agreement that is held to beinoperative, unenforceable, voidable, or invalid in any jurisdiction shall, as to thatjurisdiction, be ineffective, unenforceable, void or invalid without affecting the remainingprovisions, and to this end the provisions of this Agreement are declared to be severable.10.12**Consent to Jurisdiction**. Each and every Obligor irrevocably appointseach and every officer, member or partner of such Obligor as applicable as its attorneys upon whommay be served, by regular or certified mail at the address set forth in Article X hereof, anynotice, process or pleading in any action or proceeding against it arising out of or in connectionwith this Agreement or any of the other Loan Documents; and each Obligor hereby (a) consents thatany action or proceeding against it be commenced and maintained in any court within the State ofNew Jersey or in the United States District Court for the District of New Jersey by service ofprocess on any such officer; (b) agrees that the courts of the State of New Jersey and the UnitedStates District Court for the District of New Jersey shall have jurisdiction with respect to thesubject matter hereof and the person of any Obligor and the Collateral; and (c) waives anyobjection that each and every Obligor may now or hereafter have as to the venue of any such suit,action or proceeding brought in such a court or that such court is an inconvenient forum.Notwithstanding the foregoing, the Bank, in its absolute discretion may also initiate proceedingsin the courts of any other jurisdiction in which such Obligor may be found or in which any of itsproperties or the collateral may be located.10.13**Waiver of Jury Trial**. Each and every party to this Agreement agreesthat any suit, action or proceeding, whether claim or counterclaim, brought or instituted by anyparty hereto or any successor or assign of any party, on or with respect to this Agreement or anyof the other Loan Documents or the dealings of the parties with respect hereto, or thereto, shallbe tried only by a court and not by a jury. **EACH AND EVERY PARTY HEREBY KNOWINGLY, EXPRESSLY,VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION ORPROCEEDING.**Further, each party waives any right it may have to claim or recover, in any suchsuit, action or proceeding, any special, exemplary, punitive or consequentialdamages or any damages other than, or in addition to, actual damages. **EACH OBLIGORACKNOWLEDGES AND AGREES THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT ANDTHAT THE BANK WOULD NOT EXTEND CREDIT TO THE BORROWER IF THE WAIVERS SET FORTH IN THIS SECTION WERENOT A PART OF THIS AGREEMENT.**
 
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10.14**Interpretation**. In this Agreement, unless the parties hereto otherwiseagree in writing, the singular includes the plural and the plural, the singular, references tostatutes are to be construed as including all statutory provisions consolidating , amending orreplacing the statute referred to, the word “or” shall be deemed to include “and/or”, the words“including,” “includes” and “include” shall be deemed to be followed by the words “withoutlimitation”; and references to sections, schedules or exhibits are to those of this Agreementunless otherwise indicated. Section headings in this Agreement are included for convenience ofreference only and shall not constitute a part of this Term Loan Agreement for any other purpose.**EACH AND EVERY OBLIGOR ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OFTHIS AGREEMENT INCLUDING WITHOUT LIMITATION THE WAIVER OF JURY TRIAL CLAUSE AND HAVE BEEN ADVISEDBY COUNSEL AS NECESSARY AND APPROPRIATE.**IN WITNESS WHEREOF, the undersigned hereto, intending to create an instrument under seal, haveduly executed this Agreement the day and year aforesaid and have affixed their respective seals orhave adopted as their own the seals typed next to their respective signatures with the intent to belegally bound hereby as of the day and year first above written.                 **BANK:**                   **SUSQUEHANNA BANK**                   By: /s/ Hugh J. Arbuthnot (SEAL)                   Hugh J. Arbuthnot, Commercial Relationship Manager                   **BORROWER:**             Attest:   **CASIE ECOLOGY OIL SALVAGE, INC.,**a New Jersey corporation             By: /s/ Brent Kopenhaver (SEAL) By: /s/ Gregory Call (SEAL)             Brent Kopenhaver, Treasurer     Gregory Call, President             Attest:   **MIDATLANTIC RECYCLING TECHNOLOGIES, INC.,**a Delaware corporation             By: /s/ Brent Kopenhaver (SEAL) By: /s/ Gregory Call (SEAL)             Brent Kopenhaver, Treasurer     Gregory Call, President             Attest:   **REZULTZ, INCORPORATED,**a New Jersey corporation             By: /s/ Brent Kopenhaver (SEAL) By: /s/ Gregory Call (SEAL)             Brent Kopenhaver, Treasurer     Gregory Call, President  
 
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