EXHIBIT
      10.1

     

    Form
      of
      Master Loan and Security Agreement, dated as of November 19, 2007, by and
      between iDNA Cinema Holdings, Inc., as Borrower, and Silar Advisors, L.P.,
      as
      Lender and Administrative, Payment and Collateral Agent

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MASTER
      LOAN AND SECURITY AGREEMENT

     

    DATED
      AS
      OF NOVEMBER 19, 2007

     

    IDNA
      CINEMAS HOLDINGS INC.,

    AS
      BORROWER,

     

    AND

     

    SILAR
      ADVISORS, L.P.,

    AS
      AGENT
      AND A LENDER

     

    $4,250,000
      TERM LOAN 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      	 	 	
              Page

            
	 	 	 
	
              I.

            	
              DEFINITIONS

            	
              1

            
	 	 	
               

            
	 	
              1.1

            	
              General
                Terms

            	
              
                1

              

            
	 	 	 	
               

            
	
              II.

            	
              LOANS,
                PAYMENTS, INTEREST AND COLLATERAL

            	
              15

            
	 	 	
               

            
	 	
              2.1

            	
              The
                Loan

            	
              15

            
	 	
              2.2

            	
              The
                Notes; Maturity.

            	
              15

            
	 	
              2.3

            	
              Interest
                on the Loan.

            	
              17

            
	 	
              2.4

            	
              Extension
                of Scheduled Maturity Date

            	
              18

            
	 	
              2.5

            	
              Receipts
                Regarding Pledged Shares; Repayment of the Loan; Blocked
                Account.

            	
              18

            
	 	
              2.6

            	
              Promise
                to Pay; Manner of Payment

            	
              20

            
	 	
              2.7

            	
              [Intentionally
                Omitted.]

            	
              20

            
	 	
              2.8

            	
              Other
                Mandatory Prepayments.

            	
              20

            
	 	
              2.9

            	
              Optional
                Prepayments

            	
              21

            
	 	
              2.10

            	
              Requirements
                of Law.

            	
              
                21

              

            
	 	
              2.11

            	
              Payments
                by Agent

            	
              22

            
	 	
              2.12

            	
              Grant
                of Security Interest; Collateral.

            	
              23

            
	 	
              2.13

            	
              Collateral
                Administration.

            	
              24

            
	 	
              2.14

            	
              Power
                of Attorney.

            	
              25

            
	 	
              2.15

            	
              Interest
                Reserve Account.

            	
              27

            
	 	 	
               

            
	
              III.

            	
              FEES
                AND OTHER CHARGES

            	
              28

            
	 	 	
               

            
	 	
              3.1

            	
              Upfront
                Fee

            	
              28

            
	 	
              3.2

            	
              Asset
                Management Fee

            	
              28

            
	 	
              3.3

            	
              Default
                Rate of Interest

            	
              28

            
	 	
              3.4

            	
              Agent
                Fee

            	
              28

            
	 	
              3.5

            	
              Computation
                of Fees; Lawful Limits

            	
              28

            
	 	
              3.6

            	
              Exit
                Fee

            	
              29

            
	 	
              3.7

            	
              Extension
                Fee

            	
              29

            
	 	
              3.8

            	
              Late
                Payment Fee

            	
              29

            
	 	
              3.9

            	
              Payments

            	
              29

            
	 	 	
            
	
              IV.

            	
              CONDITIONS
                PRECEDENT

            	
              29

            
	 	 	 
	 	
              4.1

            	
              Conditions
                to Closing

            	
              29

            
	 	 	 
	
              V.

            	
              REPRESENTATIONS
                AND WARRANTIES

            	
              32

            
	 	 	 
	 	
              5.1

            	
              Organization
                and Authority

            	
              32

            
	 	
              5.2

            	
              Loan
                Documents

            	
              32

            
	 	
              5.3

            	
              Subsidiaries,
                Capitalization and Ownership Interests

            	
              33

            
	 	
              5.4

            	
              Properties

            	
              33

            
	 	
              5.5

            	
              Other
                Agreements

            	
              34

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	
              5.6

            	
              Litigation

            	
              34

            
	 	
              5.7

            	
              Hazardous
                Materials

            	
              34

            
	 	
              5.8

            	
              Tax
                Returns; Governmental Reports; Taxes

            	
              34

            
	 	
              5.9

            	
              Financial
                Statements and Reports

            	
              34

            
	 	
              5.10

            	
              Compliance
                with Law; Business

            	
              35

            
	 	
              5.11

            	
              Intellectual
                Property

            	
              36

            
	 	
              5.12

            	
              Licenses
                and Permits; Labor

            	
              36

            
	 	
              5.13

            	
              No
                Default; Solvency

            	
              36

            
	 	
              5.14

            	
              Disclosure

            	
              37

            
	 	
              5.15

            	
              Existing
                Indebtedness; Investments, Guarantees and Certain
                Contracts

            	
              37

            
	 	
              5.16

            	
              Affiliated
                Agreements

            	
              37

            
	 	
              5.17

            	
              Insurance

            	
              37

            
	 	
              5.18

            	
              Names;
                Location of Offices, Records and Collateral; Deposit Accounts and
                Investment Property

            	
              37

            
	 	
              5.19

            	
              Non-Subordination

            	
              38

            
	 	
              5.20

            	
              Legal
                Investments

            	
              38

            
	 	
              5.21

            	
              Broker’s
                or Finder’s Commissions

            	
              38

            
	 	
              5.22

            	
              Survival

            	
              38

            
	 	
              5.23

            	
              Corporate
                Separateness.

            	
              39

            
	 	
              5.24

            	
              Independent
                Director

            	
              40

            
	 	
              5.25

            	
              Investment
                Company Act

            	
              40

            
	 	
              5.26

            	
              Collateral;
                Collateral Security.

            	
              40

            
	 	
              5.27

            	
              Prior
                Agreements

            	
              40

            
	 	 	
               

            
	
              VI.

            	
              AFFIRMATIVE
                COVENANTS

            	
              40

            
	 	 	 
	 	
              6.1

            	
              Financial
                Statements, Reports and Other Information.

            	
              41

            
	 	
              6.2

            	
              Payment
                of Obligations

            	
              44

            
	 	
              6.3

            	
              Conduct
                of Business and Maintenance of Existence and Assets

            	
              44

            
	 	
              6.4

            	
              Compliance
                with Legal and Other Obligations

            	
              45

            
	 	
              6.5

            	
              Insurance.

            	
              45

            
	 	
              6.6

            	
              True
                Books

            	
              46

            
	 	
              6.7

            	
              Inspection;
                Periodic Audits; Quarterly Review

            	
              46

            
	 	
              6.8

            	
              Further
                Assurances; Post Closing

            	
              47

            
	 	
              6.9

            	
              Payment
                of Indebtedness

            	
              48

            
	 	
              6.10

            	
              Other
                Liens

            	
              48

            
	 	
              6.11

            	
              Use
                of Proceeds

            	
              48

            
	 	
              6.12

            	
              Collateral
                Documents; Security Interest in Collateral.

            	
              48

            
	 	
              6.13

            	
              Independent
                Director

            	
              49

            
	 	
              6.14

            	
              Taxes
                and Other Charges

            	
              49

            
	 	
              6.15

            	
              Delivery
                of Information

            	
              50

            
	 	
              6.16

            	
              Use
                of Premises of Company

            	
              50

            
	 	
              6.17

            	
              Financial
                Covenants.

            	
              51

            
	 	
              6.18

            	
              Consolidated
                Tax Returns

            	
              51

            
	 	
              6.19

            	
              Existing
                Account

            	
              51

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              VII.

            	
              NEGATIVE
                COVENANTS

            	
              51

            
	 	 	 
	 	
              7.1

            	
              Corporate
                Separateness

            	
              51

            
	 	
              7.2

            	
              Indebtedness

            	
              53

            
	 	
              7.3

            	
              Liens

            	
              53

            
	 	
              7.4

            	
              Investments;
                Investment Property; New Facilities or Collateral;
                Subsidiaries

            	
              54

            
	 	
              7.5

            	
              Dividends;
                Redemptions; Equity

            	
              55

            
	 	
              7.6

            	
              Transactions
                with Affiliates

            	
              55

            
	 	
              7.7

            	
              Charter
                Documents; Fiscal Year; Dissolution; Use of Proceeds; Insurance Policies;
                Disposition of Collateral; Taxes; Trade Names

            	
              56

            
	 	
              7.8

            	
              Limitation
                on Sale of Assets

            	
              56

            
	 	
              7.9

            	
              Contingent
                Obligations and Risks

            	
              56

            
	 	
              7.10

            	
              Truth
                of Statements

            	
              56

            
	 	
              7.11

            	
              Short
                Sales

            	
              56

            
	 	
              7.12

            	
              Patriot
                Act

            	
              57

            
	 	
              7.13

            	
              Deposit
                Accounts

            	
              57

            
	 	
              7.14

            	
              Prohibition
                of Fundamental Changes

            	
              57

            
	 	
              7.15

            	
              Lines
                of Business

            	
              57

            
	 	
              7.16

            	
              Use
                of Proceeds

            	
              57

            
	 	
              7.17

            	
              No
                Amendments or Waivers

            	
              57

            
	 	
              7.18

            	
              Direction
                Letter to Company

            	
              57

            
	 	 	
              57

            
	
              VIII.

            	
              EVENTS
                OF DEFAULT

            	
              58

            
	 	 	 
	
              IX.

            	
              RIGHTS
                AND REMEDIES AFTER DEFAULT

            	
              61

            
	 	 	 
	 	
              9.1

            	
              Rights
                and Remedies.

            	
              61

            
	 	
              9.2

            	
              Application
                of Proceeds

            	
              62

            
	 	
              9.3

            	
              Rights
                to Appoint Receiver

            	
              63

            
	 	
              9.4

            	
              Attorney-in-Fact

            	
              63

            
	 	
              9.5

            	
              Blocked
                Accounts

            	
              63

            
	 	
              9.6

            	
              Rights
                and Remedies not Exclusive

            	
              63

            
	 	 	 
	
              X.

            	
              WAIVERS
                AND JUDICIAL PROCEEDINGS

            	
              64

            
	 	 	 
	 	
              10.1

            	
              Waivers

            	
              64

            
	 	
              10.2

            	
              Delay;
                No Waiver of Defaults

            	
              64

            
	 	
              10.3

            	
              Jury
                Waiver

            	
              64

            
	 	
              10.4

            	
              Amendment
                and Waivers.

            	
              65

            
	 	 	 
	
              XI.

            	
              CLOSING
                DATE AND TERMINATION

            	
              65

            
	 	 	 
	 	
              11.1

            	
              Effectiveness
                and Termination

            	
              65

            
	 	
              11.2

            	
              Survival

            	
              65

            
	 	 	 
	
              XII.

            	
              MISCELLANEOUS

            	
              66

            
	 	 	 
	 	
              12.1

            	
              Governing
                Law; Jurisdiction; Service of Process; Venue

            	
              66

            
	 	
              12.2

            	
              Successors
                and Assigns; Assignments and Participations.

            	
              66

            
	 	
              12.3

            	
              Application
                of Payments

            	
              69

            
	 	
              12.4

            	
              Indemnity.

            	
              69

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              12.5

            	
              Notice

            	
              70

            
	 	
              12.6

            	
              Severability;
                Captions; Counterparts; Facsimile Signatures

            	
              70

            
	 	
              12.7

            	
              Expenses

            	
              70

            
	 	
              12.8

            	
              Entire
                Agreement

            	
              71

            
	 	
              12.9

            	
              Approvals
                and Duties

            	
              71

            
	 	
              12.10

            	
              Publicity

            	
              71

            
	 	
              12.11

            	
              Release
                of Collateral

            	
              72

            
	 	
              12.12

            	
              Non
                Funding Lender

            	
              72

            
	 	
              12.13

            	
              Due
                Diligence

            	
              73

            


    

    


    
      	
              ANNEXES

            
	 
	
              ANNEX
                I LENDERS’
                COMMITMENTS

            
	 
	
              ANNEX
                II REPRESENTATIONS
                AND WARRANTIES REGARDING PLEDGED SHARES

            
	 
	
              EXHIBITS

            
	 
	
              EXHIBIT
                A [RESERVED]

            
	 
	
              EXHIBIT
                B FORM
                OF NOTE

            
	 
	
              EXHIBIT
                C [RESERVED]

            
	 
	
              EXHIBIT
                D FORM
                OF INSTRUCTION LETTER 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              SCHEDULES

            
	 
	
              SCHEDULE
                5.1 ORGANIZATION
                AND AUTHORITY

            
	 
	
              SCHEDULE
                5.3 SUBSIDIARIES,
                CAPITALIZATION AND OWNERSHIP INTERESTS

            
	 
	
              SCHEDULE
                5.4 PROPERTIES

            
	 
	
              SCHEDULE
                5.11 INTELLECTUAL
                PROPERTY

            
	 
	
              SCHEDULE
                5.12 LIST
                OF LICENSES AND PERMITS 

            
	 
	
              SCHEDULE
                5.16 AFFILIATED
                AGREEMENTS

            
	 
	
              SCHEDULE
                5.17 INSURANCE

            
	 
	
              SCHEDULE
                5.18A NAMES

            
	 
	
              SCHEDULE
                5.18B LOCATION
                OF OFFICES, RECORDS AND COLLATERAL

            
	 
	
              SCHEDULE
                5.18C DEPOSIT
                ACCOUNTS AND INVESTMENT PROPERTY

            
	 
	
              “BROKER
                SCHEDULE” BROKER’S,
                FINDER’S OR PLACEMENT FEES

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MASTER
      LOAN AND SECURITY AGREEMENT

     

    THIS
      MASTER LOAN AND SECURITY AGREEMENT (the “Agreement”),
      dated
      as of November
      19, 2007, is
      entered into by and among
      iDNA
      CINEMAS HOLDINGS INC.,
      a
      corporation organized under the laws of the State of Delaware (“Borrower”),
      each
      of the financial institutions from time to time party hereto (individually
      each
      a “Lender”
and
      collectively the “Lenders”)
      and
SILAR
      ADVISORS, L.P., a limited partnership organized under the laws of the State
      of
      Delaware, as administrative, payment and collateral agent for itself, as a
      Lender, and for the other Lenders (in such capacities, “Agent”).

     

    WHEREAS,
      Borrower has requested that Lenders make available to Borrower a loan in the
      principal amount of Four Million Two Hundred Fifty Thousand Dollars
      ($4,250,000), the proceeds of which shall be used by the Borrower for (i)
      prepayment of interest on the Loan for the first six (6) months following the
      Closing Date (as hereinafter defined), (ii) working capital purposes, (iii)
      funding a capital contribution to NCI (as hereinafter defined), the proceeds
      of
      which capital contribution will be used by NCI to repay certain obligations
      owing by NCI to Guarantor (as hereinafter defined)), and (iii) payment of
      amounts owing to Agent and the Lenders pursuant to the terms of the Loan
      Documents (as hereinafter defined);

     

    WHEREAS,
      the Loan shall be evidenced by one or more Notes;

     

    WHEREAS,
      Borrower is willing to grant Agent, for the benefit of itself and the other
      Lenders, a lien on and security interest in the Borrower’s right, title and
      interest in the Collateral to secure the Loan and other financial accommodations
      being granted by the Lenders to Borrower; and

     

    WHEREAS,
      Lenders are willing to make the Loan available to Borrower upon the terms and
      subject to the conditions set forth herein.

     

    NOW,
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt and adequacy of which hereby are acknowledged,
      Borrower, Agent and Lenders hereby agree as follows:

     

    I. DEFINITIONS

     

    1.1
      General
      Terms

     

    For
      purposes of the Loan Documents and all Annexes thereto, in addition to the
      definitions above and elsewhere in this Agreement or the other Loan Documents,
      the terms listed in this Article
      I
      shall
      have the meanings given such terms in this Article
      I.
      All
      capitalized terms that are used herein and are defined in the Article 9 of
      the
      UCC shall, unless otherwise defined herein, have the respective meanings
      ascribed to such terms in Article 9 of the UCC in effect on the date hereof.
      Unless otherwise specified herein, this Agreement and any agreement or contract
      referred to herein shall mean such agreement as modified, amended or
      supplemented from time to time. Unless otherwise specified herein, as used in
      the Loan Documents or in any certificate, report, instrument or other document
      made or delivered pursuant to any of the Loan Documents, all accounting terms
      not defined in this Article
      I
      or
      elsewhere in this Agreement or any of the other Loan Documents shall have the
      meanings given to such terms in, and shall be interpreted in accordance with,
      GAAP (as hereinafter defined).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Accounts”
shall
      mean the “accounts” (as defined in the UCC) of Borrower (or, if referring to
      another Person, of such other Person).

     

    “Accrual
      Period”
means,
      with respect to the first Accrual Period, the period beginning with and
      including the Closing Date to, but excluding, the first Payment Date, and for
      any subsequent Accrual Period, the period beginning with and including a Payment
      Date to, but excluding, the immediately following Payment Date.

     

    “Advance”
or
      “Advances”
shall
      have the meaning specified in Section
      2.1
      hereof.

     

    “Affiliate”
shall
      mean, as to any specified Person, any other Person (a) that, directly or
      indirectly through one or more intermediaries, controls, is controlled by,
      or is
      under common control with, such specified Person, or (b) who is a director
      or
      officer (i) of such specified Person, (ii) of any Subsidiary of such specified
      Person, or (iii) of any Person described in clause (a) above with respect to
      such specified Person. For purposes of this definition, the term “control” (and
      the correlative terms “controlled by” and “under common control with”) shall
      mean the possession, directly or indirectly, of the power to direct or cause
      the
      direction of the management or policies, whether through ownership of securities
      or other interests, by contract or otherwise.

     

    “Agent”
shall
      have the meaning assigned to it in the heading hereto.

     

    “Agent
      Representatives”
shall
      have the meaning assigned to it in Section 6.7
      hereof

     

    “Agreement”
shall
      have the meaning assigned to it in the introductory paragraph
      hereof.

     

    “Applicable
      Interest Rate”
shall
      have the meaning assigned to it in Section
      2.3(b)
      hereof.

     

    “Applicable
      Margin”
shall
      mean, with respect to the Loan, the per annum rate for each day that the Loan
      is
      outstanding, which is 4.00%.

     

    “Available
      Funds”
shall
      have the meaning set forth in Section
      2.5(b)
      hereof.

     

    “Bankruptcy
      Code”
shall
      mean Title 11 of the United States Code, 11 U.S.C. §§ 101 et. Seq., as amended
      from time to time.

     

    “Blocked
      Account”
or
      “Blocked
      Accounts”
shall
      have the meaning assigned to it in Section 2.5(a)
      hereof.

     

    “Blocked
      Account Agreement”
shall
      have the meaning assigned to it in Section
      2.5(a)
      hereof.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “Blocked
      Account Bank”
shall
      have the meaning assigned to it in Section
      2.5(a)
      hereof.

     

    “Borrower”
shall
      have the meaning provided in the heading hereof.

     

    “Borrower
      Entities”
shall
      mean, collectively, Borrower and NCI, and “Borrower
      Entity”
shall
      mean each or either of the Borrower Entities, as the context may
      provide.

     

    “Borrower
      Permitted Indebtedness”
shall
      have the meaning assigned to it in Section
      7.2
      hereof.

     

    “Business
      Day”
shall
      mean any day excluding Saturday, Sunday and any legal holiday or a day on which
      banking institutions in the State of New York are authorized by law or other
      governmental actions to close.

     

    “Capital
      Lease”
shall
      mean, as to any Person, a lease of any interest in any kind of property or
      asset
      by that Person as lessee that, at the relevant time, should be recorded as
      a
“capital lease” in accordance with GAAP.

     

    “Cash
      Equivalents”
shall
      mean (a) securities issued, or directly and fully guaranteed or insured, by
      the
      United States or any agency or instrumentality thereof (provided,
      that
      the full faith and credit of the United States is pledged in support thereof)
      having maturities of not more than six (6) months from the date of acquisition,
      (b) U.S. dollar denominated time deposits, certificates of deposit and bankers’
acceptances of (i) any domestic commercial bank of recognized standing having
      capital and surplus in excess of $500,000,000, or (ii) any bank (or the parent
      company of such bank) whose short-term commercial paper rating from Standard
      & Poor’s Ratings Services (“S&P”)
      is at
      least A-2 or the equivalent thereof or from Moody’s Investors Service, Inc.
      (“Moody’s”)
      is at
      least P-2 or the equivalent thereof, in each case with maturities of not more
      than six months from the date of acquisition (any bank meeting the
      qualifications specified in clauses (b)(i) or (ii), an “Approved
      Bank”),
      (c)
      repurchase obligations with a term of not more than seven days for underlying
      securities of the types described in clause (a) above, entered into with any
      Approved Bank, (d) commercial paper issued by any Approved Bank or by the parent
      company of any Approved Bank and commercial paper issued by, or guaranteed
      by,
      any industrial or financial company with a short-term commercial paper rating
      of
      at least A-2 or the equivalent thereof by S&P or at least P-2 or the
      equivalent thereof by Moody’s, or guaranteed by any industrial company with a
      long term unsecured debt rating of at least A or A2, or the equivalent of each
      thereof, from S&P or Moody’s, as the case may be, and in each case maturing
      within six months after the date of acquisition, and (e) investments in money
      market funds substantially all of whose assets are comprised of securities
      of
      the type described in clauses (a) through (d) above.

     

    “Change
      of Control”
means,
      with respect to either Borrower Entity, the acquisition by any Person, or two
      or
      more Persons acting in concert, of beneficial ownership (within the meaning
      of
      Rule 13d-3 of the Securities and Exchange Commission under the Securities
      Exchange Act of 1934) of outstanding shares of voting stock of such Borrower
      Entity at any time if after giving effect to such acquisition such Person or
      Persons owns fifty percent (50%) or more of such outstanding voting
      stock.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “Charter
      and Good Standing Documents”
shall
      mean, for each Borrower Entity or Guarantor, as the case may be, (i) a copy
      of
      the certificate of incorporation certified as of a date not more than ten (10)
      Business Days before the Closing Date by the applicable Governmental Authority
      of the jurisdiction of incorporation of such Borrower Entity or Guarantor,
      as
      the case may be, (ii) a copy of the by-laws of such Borrower Entity or
      Guarantor, as the case may be, certified as of the Closing Date by the corporate
      secretary or assistant secretary of such Borrower Entity or Guarantor, as the
      case may be, (iii) an original certificate of good standing as of a date
      not more than ten (10) Business Days before the Closing Date issued by the
      applicable Governmental Authority of the jurisdiction of incorporation of such
      Borrower Entity or Guarantor, as the case may be, and of every other
      jurisdiction in which such Person has an office or is otherwise required to
      be
      in good standing, and (iv) copies of the resolutions of the Board of Directors
      (or other applicable governing body) and, if required, stockholders or other
      equity owners authorizing the execution, delivery and performance of the Loan
      Documents certified by an authorized officer of such Borrower Entity or
      Guarantor, as the case may be, as of the Closing Date.

     

    “Chattel
      Paper”
shall
      mean the “chattel paper” (as defined in the UCC) of Borrower (or, if referring
      to another Person, of such other Person), now owned or hereafter acquired,
      and
      all documents of title or other documents representing any of the foregoing,
      and
      all collateral security and guaranties of any kind, now or hereafter in
      existence, given by any Person with respect to any of the
      foregoing.

     

    “Closing”
shall
      mean the satisfaction, or written waiver by Agent and the Lenders, of all of
      the
      conditions precedent set forth in this Agreement required to be satisfied prior
      to the consummation of the transactions contemplated hereby.

     

    “Closing
      Date”
shall
      mean the date upon which the conditions precedent set forth in Section 4.1
      shall
      have been satisfied and the Advance is made to Borrower as provided in
Section
      2.1
      hereof.

     

    “Code”
shall
      mean the Internal Revenue Code of 1986, as amended from time to
      time.

     

    “Collateral”
shall
      have the meaning assigned to it in Section
      2.12(a)
      hereof.

     

    “Commercial
      Tort Claims”
shall
      mean the “commercial tort claims” (as defined in the UCC) of
      Borrower.

     

    “Commitment”
or
      “Commitments”
shall
      mean (i) as to any Lender, the aggregate commitment of such Lender to make
      an
      Advance under its Note, as set forth on Annex
      I
      hereto,
      and (ii) as to all Lenders, the aggregate commitment of all Lenders to make
      Advances in an amount equal to the Loan Amount.

     

    “Company”
means
      Angelika Film Centers LLC, a limited liability company organized under the
      laws
      of the State of Delaware.

     

    “Company
      LLC Agreement”
means
      that certain Limited Liability Company Agreement, dated as of August 27, 1996,
      between Angelika Cinemas, Inc. and Sutton Hill Associates
      with respect to Company, as the same has been or hereafter may be amended,
      restated, supplemented or otherwise modified.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Computer
      Hardware and Software”
shall
      mean all computer hardware and software owned and/or leased by Borrower (or,
      if
      referring to another Person, of such other Person).

     

    “Contingent
      Obligations”
shall
      mean, as to any Person, any obligation of such Person guaranteeing or intending
      to guaranty any Indebtedness, leases, dividends or other obligations
      (“primary
      obligations”)
      of any
      other Person (the “primary
      obligor”)
      in any
      manner, whether directly or indirectly, including, without limitation, any
      obligation of such Person, whether or not contingent, (a) to purchase any such
      primary obligation or any property constituting direct or indirect security
      therefore, (b) to advance or supply funds (i) for the purchase or payment of
      any
      such primary obligation or (ii) to maintain working capital or equity capital
      of
      the primary obligor or otherwise to maintain the net worth or solvency of the
      primary obligor, (c) to purchase property, securities or services primarily
      for
      the purpose of assuring the owner of any such primary obligation of the ability
      of the primary obligor to make payment of such primary obligation, or (d)
      otherwise to assure or to hold harmless the owner of such primary obligation
      against loss in respect thereof,
      provided, however, that
      the
      term “Contingent
      Obligation”
shall
      not include endorsements of instruments for deposit or collection in the
      ordinary course of business. The amount of any Contingent Obligation shall
      be
      deemed to be an amount equal to the stated or determinable amount of the primary
      obligation in respect of which such Contingent Obligation is made or, if not
      stated or determinable, the maximum reasonably anticipated liability in respect
      thereof (assuming such Person is required to perform thereunder) as determined
      by such Person in good faith.

     

    “Contract
      Right”
shall
      mean any right of Borrower (or, if referring to another Person, of such other
      Person) to payment under a contract for the sale or lease of goods or the
      rendering of services, which right is at the time not yet earned by
      performance.

     

    “Copyrights”
shall
      mean all of Borrower’s (or if referring to another Person, of such other
      Person’s) now existing or hereafter acquired right, title and interest in and
      to: (i) copyrights, rights and interests in copyrights, works protectable by
      copyright, all applications, registrations and recordings relating to the
      foregoing as may at any time be filed in the United States Copyright Office
      or
      in any similar office or agency of the United States, any State thereof, any
      political subdivision thereof or in any other country, and all research and
      development relating to the foregoing; and (ii) all renewals of any of the
      foregoing.

     

    “Debtor
      Relief Law”
shall
      mean, collectively, the Bankruptcy Code and all other United States or foreign
      applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
      receivership, insolvency, reorganization or similar debtor relief laws from
      time
      to time in effect affecting the rights of creditors generally, as amended from
      time to time.

     

    “Default”
shall
      mean an Event of Default or an event, fact, circumstance or condition that,
      with
      notice or lapse of time or both, would constitute or result in an Event of
      Default.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    “Default
      Rate”
shall
      have the meaning assigned to it in Section
      3.3
      hereof.

     

    “Deposit
      Account”
shall
      mean, individually and collectively, any bank or other depository account of
      Borrower (or, if referring to another Person, of such other
      Person).

     

    “Distribution”
shall
      mean any fee, payment, bonus or other remuneration of any kind and any repayment
      of or debt service on the Loan or other Lender-related
      indebtedness.

     

    “Documents”
shall
      mean the “documents” (as defined in the UCC) of Borrower.

     

    “Dollars”
and
      “$”
shall
      mean lawful money of the United States of America.

     

    “Environmental
      Laws”
shall
      mean, collectively and each individually, the Comprehensive Environmental
      Response, Compensation and Liability Act of 1980, the Superfund Amendment and
      Reauthorization Act of 1986, the Resource Conservation and Recovery Act, the
      Toxic Substances Control Act, the Clean Air Act, the Clean Water Act, any other
      “Superfund” or “Superlien” law and all other federal, state and local and
      foreign environmental, occupational health, chemical use, safety and sanitation
      laws, statutes, ordinances and codes relating to the protection of the
      environment and/or governing the use, storage, treatment, generation,
      transportation, processing, handling, production or disposal of Hazardous
      Substances, in each case, as amended, and the legally-binding rules,
      regulations, policies, guidelines, interpretations, decisions, orders and
      directives of Governmental Authorities with respect thereto.

     

    “Equipment”
shall
      mean all “equipment” (as defined in the UCC) of Borrower (or, if referring to
      another Person, of such other Person), now owned or hereafter acquired, and
      all
      documents of title or other documents representing any of the foregoing, and
      all
      collateral security and guaranties of any kind, now or hereafter in existence,
      given by any Person with respect to any of the foregoing.

     

    “Equity
      Interests”
shall
      mean, with respect to any Person, its equity ownership interests, its common
      stock, its membership interests and any other capital stock or other equity
      ownership units of such Person authorized from time to time, and any other
      shares, options, interests, participations or other equivalents (however
      designated) of or in such Person, whether voting or nonvoting, including,
      without limitation, common stock, options, warrants, preferred stock, phantom
      stock, membership units (common or preferred), stock appreciation rights,
      membership unit appreciation rights, convertible notes or debentures, stock
      purchase rights, membership unit purchase rights and all securities convertible,
      exercisable or exchangeable, in whole or in part, into any one or more of the
      foregoing.

     

    “ERISA”
shall
      mean the Employee Retirement Income Security Act of 1974, as amended, and the
      regulations thereunder.

     

    “Event
      of Default”
shall
      mean the occurrence of any event set forth in Article
      VIII.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    “Existing
      Accounts”
shall
      mean, collectively, account number 2000031140704 maintained by Borrower at
      Wachovia Bank, N.A. and account number 2000031140694 maintained by NCI at
      Wachovia Bank, N.A.

     

    “Exit
      Fee”
shall
      have the meaning assigned to such term in Section
      3.6
      hereof.

     

    “Extension
      Conditions”
shall
      mean all of the following conditions shall have been met as of the second
      anniversary of the Closing Date: (i) no Default or Event of Default shall have
      occurred and be continuing on such second anniversary; and (ii) Borrower shall
      be in compliance with each of the financial covenants set forth in Section
      6.17
      hereof.

     

    “Fair
      Valuation”
shall
      mean the determination of the value of the consolidated assets of a Person
      on
      the basis of the amount that may be realized by a willing seller within a
      reasonable time through collection or sale of such assets at market value on
      a
      going concern basis to an interested buyer who is willing to purchase under
      ordinary selling conditions in an arm’s length transaction.

     

    “Financing
      Source”
shall
      mean any Person providing financing to Lender in order to fund, in whole or
      in
      part, the Loan.

     

    “Fixtures”
shall
      mean the “fixtures” (as defined in the UCC) of Borrower (or, if referring to
      another Person, of such other Person).

     

    “GAAP”
shall
      mean generally accepted accounting principles as in effect from time to time
      in
      the United States of America as applied by nationally recognized accounting
      firms.

     

    “General
      Intangibles”
shall
      mean the “general intangibles” (as defined in the UCC) of Borrower (or, if
      referring to another Person, of such other Person).

     

    “Goods”
shall
      mean the “goods” (as defined in the UCC) of Borrower (or, if referring to
      another Person, of such other Person).

     

    “Governing
      Agreement”
shall
      mean, with respect to any Person (other than an individual), its certificate
      of
      incorporation, limited liability agreement, operating agreement, trust
      agreement, partnership agreement or other organizational document, as the case
      may be.

     

    “Governmental
      Authority”
shall
      mean any federal, state, municipal, national, local or other governmental
      department, court, commission, board, bureau, agency or instrumentality or
      political subdivision thereof, or any entity or officer exercising executive,
      legislative or judicial, regulatory or administrative functions of or pertaining
      to any government or any court, in each case, whether of the United States
      or a
      state, territory or possession thereof, a foreign sovereign entity or country
      or
      jurisdiction or the District of Columbia.

     

    “Guaranty”
shall
      mean the Guaranty and Pledge Agreement, dated as of the date hereof, by
      Guarantor in favor of Agent.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    “Guarantor”
shall
      mean iDNA Inc., a corporation organized under the laws of the State of
      Delaware.

     

    “Hazardous
      Substances”
shall
      mean, without limitation, any flammable explosives, radon, radioactive
      materials, asbestos, urea formaldehyde foam insulation, polychlorinated
      biphenyls, petroleum and petroleum products, methane, hazardous materials,
      hazardous wastes, hazardous or toxic substances or related materials as defined
      in or subject to any applicable Environmental Law.

     

    “Indebtedness”
of
      any
      Person shall mean, without duplication, (a) all items that, in accordance with
      GAAP, would be included in determining total liabilities as shown on the
      liability side of the balance sheet of such Person as of the date as of which
      “Indebtedness” is to be determined, including any lease that, in accordance with
      GAAP, would constitute indebtedness, (b) all indebtedness secured by any
      mortgage, pledge, security, Lien or conditional sale or other title retention
      agreement to which any property or asset owned or held by such Person is
      subject, whether or not the indebtedness secured thereby shall have been
      assumed, (c) all indebtedness of others that such Person has directly or
      indirectly guaranteed, endorsed (otherwise than for collection or deposit in
      the
      ordinary course of business), discounted or sold with recourse or agreed
      (contingently or otherwise) to purchase or repurchase or otherwise acquire,
      or
      in respect of which such Person has agreed to supply or advance funds (whether
      by way of loan, Equity Interests, equity or other ownership interest purchase,
      capital contribution or otherwise) or otherwise to become directly or indirectly
      liable, including, without limitation, any mortgage loan purchase facilities
      entered into by such Person as seller thereunder, and (d) any Contingent
      Obligations; provided,
      however,
      that
“Indebtedness”
shall
      not include (A) any charges for income taxes, audit fees and overhead expenses
      that have been allocated by Guarantor to either Borrower Entity, (B) any
      obligation owed by either Borrower Entity to Guarantor on account of, or with
      respect to, any money advanced, whether through payments under the Guaranty
      or
      additional capital contribution, by Guarantor to, or for the account of, either
      Borrower Entity for the purpose of paying any portion of the Obligations or
      any
      other obligations under any of the Loan Documents, (C) any agreement by Borrower
      to contribute to NCI any portion of the proceeds of the Loan, or (D) any
      agreement by NCI to apply or pay to Guarantor all or any portion of the Loan
      proceeds so contributed to NCI in partial satisfaction of the intercompany
      account or obligation owed by NCI to Guarantor.

     

    “Indemnified
      Persons”
shall
      have the meaning assigned to it in Section
      12.4
      hereof.

     

    “Indemnitor”
shall
      have the meaning given assigned to it in Section
      12.4
      hereof.

     

    “Independent
      Director”
means
      an individual (i) who is not, and during the past three (3) years has not been,
      a director, officer, partner, member, shareholder, employee, creditor or
      customer of Borrower or of any Affiliate of Borrower and is not a spouse,
      parent, brother, sister, child, aunt, uncle or cousin of any such director,
      officer, partner, member, shareholder, employee, creditor or customer and (ii)
      who has not during the past three (3) years received, and is not a director,
      officer, director, partner, member, shareholder, employee, creditor or customer
      of any Person that during the past three (3) years has received, any fees or
      other income (other than fees for serving as a director of Borrower) from any
      Affiliate of Borrower. However, an Independent Director may serve, or may have
      served previously, with compensation therefore in such a capacity for (i) both
      Borrower Entities, or (ii) any other special purpose entity formed by any
      Affiliate of Borrower.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    “Instruction
      Letter”
shall
      mean a notification substantially in the form attached as Exhibit
      D
      hereto.


     

    “Instruments”
shall
      mean the “instruments” (as defined in the UCC) of, or owing to, Borrower (or, if
      referring to another Person, of, or owing to, such other Person).

     

    “Intellectual
      Property”
shall
      mean all present and future: trade secrets, know-how and other proprietary
      information; Trademarks, internet domain names, service marks, trade dress,
      trade names, business names, designs, logos, slogans (and all translations,
      adaptations, derivations and combinations of the foregoing) indicia and other
      source and/or business identifiers, and the goodwill of the business relating
      thereto and all registrations or applications for registrations that have
      heretofore been or may hereafter be issued thereon throughout the world;
      Copyrights (including Copyrights for computer programs, but excluding
      commercially available off-the-shelf software and any intellectual property
      rights relating thereto) and all tangible and intangible property embodying
      the
      Copyrights, unpatented inventions (whether or not patentable); Patents;
      industrial design applications and registered industrial designs; license
      agreements related to any of the foregoing and income therefrom, books, records,
      writings, computer tapes or disks, flow diagrams, specification sheets, computer
      software, source codes, object codes, executable code, data, databases and
      other
      physical manifestations, embodiments or incorporations of any of the foregoing;
      the right to sue for all past, present and future infringements of any of the
      foregoing; all other intellectual property; and all common law and other rights
      throughout the world in and to all of the foregoing.

     

    “Interest
      Reserve Account”
shall
      have the meaning assigned to it in Section
      2.15(a)
      hereof.

     

    “Interest
      Reserve Bank”
shall
      have the meaning assigned to it in Section 2.15(a) hereof.

     

    “Inventory”
shall
      mean all “inventory” (as defined in the UCC) of Borrower (or, if referring to
      another Person, of such other Person), now owned or hereafter acquired, and
      all
      documents of title or other documents representing any of the foregoing, and
      all
      collateral security and guaranties of any kind, now or hereafter in existence,
      given by any Person with respect to any of the foregoing.

     

    “Investment
      Property”
shall
      mean the “investment property” (as defined in the UCC) of Borrower (or, if
      referring to another Person, of such other Person).

     

    “Late
      Payment Fee”
shall
      have the meaning assigned to it in Section
      3.8
      hereof.

     

    “Lender”
or
      “Lenders”
shall
      have the meaning assigned thereto in the heading hereto.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    “Lender
      Addition Agreement”
shall
      have the meaning assigned to it in Section
      12.2(a)
      hereof.

     

    “Lien”
shall
      mean any mortgage, pledge, security interest, encumbrance, lien or charge of
      any
      kind (including any agreement to give any of the foregoing, any conditional
      sale
      or other title retention agreement or any lease in the nature thereof), or
      any
      other arrangement pursuant to which title to the property is retained by or
      vested in some other Person for security purposes.

     

    “Loan”
shall
      mean, collectively, the Advance made by Agent, on behalf of the Lenders, to
      Borrower in the principal amount equal to the Loan Amount, and all Obligations
      related thereto.

     

    “Loan
      Amount”
shall
      mean $4,250,000 or such other amount as shall be mutually agreed to between
      Borrower and Agent in writing.

     

    “Loan
      Documents”
shall
      mean, collectively, this Agreement, the Note, the Guaranty, the NAC Guaranty,
      the Blocked Account Agreement, the Instruction Letter, the Warrant Agreement
      and
      all other agreements, documents, instruments and certificates heretofore or
      hereafter executed or delivered by Borrower to Agent and/or Lenders in
      connection with the Loan, as the same may be amended, modified or supplemented
      from time to time.

     

    “Loan
      Year”
      shall
      have the meaning assigned to it in Section
      6.16
      hereof.

     

    “Manager”
shall
      mean City Cinemas Corporation, a corporation organized and existing under the
      laws of the State of Delaware.

     

    “Material
      Adverse Change”
shall
      mean any event, condition, obligation, liability or circumstance or set of
      events, conditions, obligations, liabilities or circumstances, or any changes
      that has a Material Adverse Effect.

     

    “Material
      Adverse Effect”
shall
      mean, with respect to a Person, a material adverse effect on (a) the property,
      business, operations, financial condition or prospects of such Person, (b)
      the
      ability of such Person to perform in all material respects its obligations
      under
      any of the Loan Documents to which it is a party, (c) the validity or
      enforceability in all material respects of any of the Loan Documents, (d) the
      rights and remedies of any Lender under any of the Loan Documents, (e) the
      timely payment of the principal of or interest on the Loan or other amounts
      payable in connection therewith or (f) the Collateral, exclusive, however,
      of
      any of the foregoing resulting from (i) any act of any of Agent and the Lenders
      or any employee, agent or other representative of any of the foregoing or (ii)
      any omission to act of Agent and any Lender or any employee, agent or other
      representative of any of the foregoing to the extent that such Persons are
      required by contract or otherwise by law to take such action.

     

    “Maturity
      Date”
shall
      mean the earliest to occur of (i) the occurrence of an Event of Default if
      amounts outstanding under the Loan Documents and other Obligations shall be
      due
      and payable in connection therewith or as a result thereof as required by this
      Agreement, (ii) Agent’s demand upon and during the continuance an Event of
      Default of payment of amounts outstanding under the Loan Documents and other
      Obligations and (iii) the last day of the Term.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    “Maximum
      Rate”
shall
      mean the highest lawful and nonusurious rate of interest applicable to the
      Loan
      that at any time or from time to time may be contracted for, taken, reserved,
      charged or received on the Loan and the Obligations under the laws of the United
      States and the laws of such states as may be applicable thereto that are in
      effect or, to the extent allowed by such laws, that may be hereafter in effect
      and that allow a higher maximum nonusurious and lawful interest rate than would
      any applicable laws now allow. For purposes of the foregoing, interest shall
      be
      deemed to include all fees, charges and other amounts that, under applicable
      law, are includable in determining the amount of interest being charged,
      received or collected on a loan.

     

    “Membership
      Interest”
shall
      mean NCI’s fifty percent (50%) membership interest in the Company, including (a)
      NCI’s right to capital in the Company, (b) NCI’s interest in all profits,
      interest, income, surpluses, losses and assets in the Company and other
      distributions (including distributions to which Borrower shall at any time
      be
      entitled in respect of such interest), and (c) NCI’s interest payments and
      amounts of any nature due or to become due to NCI in respect of such membership
      interest, whether as contractual obligations, damages, insurance proceeds or
      otherwise.

     

    “Minimum
      Interest Reserve Amount”
shall
      mean One Hundred Twenty-One Thousand Dollars ($121,000); provided,
      however,
      that at
      the request of Borrower (which request shall not be made more than once during
      any calendar year), the Minimum Interest Reserve Amount shall be adjusted so
      that, after giving effect to such adjustment, the Minimum Interest Reserve
      Amount shall be an amount equal to the aggregate interest and fees to be payable
      on all of the Notes on the next succeeding Payment Date assuming, for purposes
      of this calculation, that (i) no additional principal payments are made by
      Borrower to the Lenders after the date of such request and prior to such next
      succeeding Payment Date, and (ii) the interest rate per annum payable on the
      Loan shall be equal to the Applicable Interest Rate in effect on the Business
      Day next preceding the date of such request.

     

    “NAC
      Guaranty”
shall
      mean the Guaranty and Pledge Agreement (NAC), dated as of the date hereof,
      by
      NCI in favor of Agent.

     

    “NCI”
shall
      mean National Cinemas, Inc., a Delaware corporation that is a wholly owned
      Subsidiary of Borrower.

     

    “NCI
      Permitted Indebtedness”
shall
      have the meaning assigned to it in Section
      7.2
      hereof.

     

    “Non-Funding
      Lender”
shall
      have the meaning assigned to it in Section
      12.12
      hereof.


     

    “Note”
shall
      mean a promissory note, substantially in the form attached hereto as
Exhibit
      B,
      as the
      same may be amended, modified, divided, supplemented and/or restated from time
      to time.

     

    “Notice
      to Indemnify”
shall
      have the meaning assigned to it in Section
      12.4(b)
      hereof.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    “Obligations”
shall
      mean, without duplication, all present and future obligations, Indebtedness
      and
      liabilities of Borrower to Agent and the Lenders at any time and from time
      to
      time of every kind, nature and description, direct or indirect, secured or
      unsecured, joint and several, absolute or contingent, due or to become due,
      matured or unmatured, now existing or hereafter arising, contractual or
      therefor, liquidated or unliquidated, under any of the Loan Documents or
      otherwise relating to Notes and/or the Loan, including, without limitation,
      interest, all applicable fees, charges and expenses and/or all amounts paid
      or
      advanced by any Lender on behalf of, or for the benefit of, Borrower in
      accordance with the terms hereof, including, in each case, obligations of
      performance as well as obligations of payment and interest that accrue after
      the
      commencement of any proceeding under any Debtor Relief Law by or against
      Borrower.

     

    “Other
      Lender”
shall
      have the meaning assigned to it in Section
      12.12
      hereof.

     

    “Participant”
shall
      have the meaning assigned to it in Section
      12.2(b)
      hereof.

     

    “Patents”
shall
      mean all of Borrower’s (or, if referring to another Person, of such other
      Person’s) now existing or hereafter acquired right, title and interest in and
      to: (i) all patents, patent applications, inventions, invention disclosures
      and
      improvements, and all applications, registrations and recordings relating to
      the
      foregoing as may at any time be filed in the United States Patent and Trademark
      Office or in any similar office or agency of the United States, any State
      thereof or any political subdivision thereof or in any other country, and all
      research and development relating to the foregoing; and (ii) the reissues,
      divisions, continuations, renewals, extensions and continuations-in-part of
      any
      of the foregoing.

     

    “Patriot
      Act”
shall
      mean the Uniting and Strengthening America by Providing Appropriate Tools
      Required to Intercept and Obstruct Terrorism Act of 2001, P.L. 107-56, as
      amended.

     

    “Payment
      Date”
shall
      mean the fifteenth (15th)
      day
      of
      each March,
      June, September and December, commencing March 17, 2008
      (or, if
      such fifteenth (15th)
      day is
      not a Business Day, the next succeeding Business Day).

     

    “PBGC”
shall
      mean the Pension Benefit Guaranty Corporation or any entity succeeding to any
      or
      all of its functions under ERISA.

     

    “Permit”
shall
      mean, collectively, all licenses, leases, powers, permits, franchises,
      certificates, authorizations and approvals.

     

    “Permitted
      Discretion”
shall
      mean, with respect to any Person, a determination or judgment made by such
      Person in good faith in the exercise of reasonable (from the perspective of
      a
      secured lender) credit or business judgment.

     

    “Permitted
      Liens”
shall
      mean Liens permitted under Section
      7.3
      hereof.

     

    “Person”
      shall
      mean an individual, a partnership, a corporation, a limited liability company,
      a
      business trust, a joint stock company, a trust, an unincorporated association,
      a
      joint venture, a Governmental Authority or any other entity of whatever
      nature.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    “Pledged
      Shares”
shall
      mean all of Borrower’s right, title and interest, whether now existing or
      hereafter acquired, in and to Equity Interests in the NCI, including, without
      limitation, to the fullest extent provided by the terms and provisions of the
      documents and agreements governing such Equity Interests and applicable
      law:

     

    
      	
            	(1)	
              all
                of Borrower’s capital in NCI and Borrower’s interest in all profits,
                interest, income, surpluses, losses and assets in NCI and other
                distributions, including distributions to which Borrower shall at
                any time
                be entitled in respect of such
                interest;

            


    

     

    
      	
            	(2)	
              all
                payments and amounts of any nature due or to become due to Borrower
                in
                respect of its Equity Interests in NCI, whether as contractual
                obligations, damages, insurance proceeds or
                otherwise;

            


    

     

    
      	
            	(3)	
              all
                of Borrower’s claims, rights, powers, privileges, authority, options,
                security interests, liens and remedies, if any, under any contract
                or at
                law or otherwise in respect of its Equity Interest in
                NCI;

            


    

     

    
      	
            	(4)	
              all
                present and future claims, if any, of Borrower against NCI for distributed
                capital, interest, redemptions, return on investments or monies loaned
                or
                advanced, services rendered or otherwise;
                and

            


    

     

    
      	
            	(5)	
              all
                of Borrower’s rights under any contract or at law to exercise and enforce
                every right, power, remedy, authority, option and privilege of Borrower
                relating to its Equity Interest in NCI, including any power to terminate,
                cancel or modify any such contract, to execute any instruments and
                to take
                any and all other action on behalf of and in the name of Borrower
                in
                respect of Borrower’s interest in NCI, to make determinations, to exercise
                any option, election (including election of remedies), to exercise
                any
                right to request withdrawals and/or redemptions, to make a claim
                for
                distributions and other property from any capital account or to give
                or
                receive any notice, consent, amendment, waiver or approval, together
                with
                full power and authority to demand, receive, enforce, collect or
                give
                receipt for any of the foregoing or for any asset of NCI, to enforce
                or
                execute any checks, or other instruments or orders, to file any claims
                and
                to take any action in connection with any of the
                foregoing.

            


    

     

    “Prime
      Rate”
shall
      mean the variable annual rate of interest so designated from time to time by
      Citibank N.A. (or its successor) as its “prime rate”, such rate being a
      reference rate and not necessarily representing the lowest or best rate being
      charged to any customer or, if such rate is no longer available, such alternate
      comparable interest rate as Agent may in good faith designate.

     

    “Property”
shall
      mean any right or interest in or to property of any kind whatsoever, whether
      real, personal or mixed and whether tangible or intangible. 


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    “Public
      Offering”
shall
      mean any offer or sale of securities pursuant to any registration statement
      filed and effective with the Securities and Exchange Commission.

     

    “Receipt”
shall
      have the meaning assigned to it in Section
      12.5
      hereof.

     

    “Register”
shall
      have the meaning assigned to it in Section
      12.2I
      hereof.

     

    “Remittance
      Date”
shall
      mean (i) for each Accrual Period in which a distribution is received by NCI
      (which shall be deemed to include any amount received in the Blocked Account)
      from the Company pursuant to the terms of the Company LLC Agreement, the third
      (3rd)
      Business Day after the date on which Agent receives such funds from the Blocked
      Account Bank, and (ii) for any Accrual Period not covered in clause (i), the
      Payment Date immediately following the end of such Accrual Period. If a payment
      of interest, principal or fees is made on the date described in clause (i),
      no
      payment of interest, principal or fees shall be owing on the Payment Date
      immediately following the end of such Accrual Period.

     

    “Requirement
      of Law”
shall
      mean, as to any specified Person, the requirement imposed on such specified
      Person by the Governing Agreement of such specified Person and by any law,
      treaty, rule or regulation or determination of an arbitrator or a court or
      other
      Governmental Authority, in each case, binding upon such specified Person or
      any
      of its property.

     

    “Responsible
      Officer”
shall
      mean, with respect to a specified Person, the chief executive officer, chief
      financial officer or the president of such specified Person or any other officer
      having substantially the same authority and responsibility with such specified
      Person (provided,
      however,
      that, if
      such specified Person is a partnership, limited liability company or other
      entity that can be bound by a partner, manager or other agent, then the chief
      executive officer, chief financial officer or the president of such partner,
      manager or other agent or any other officer having substantially the same
      authority and responsibility with such partner, manager or other agent shall
      be
      deemed a Responsible Officer of such specified Person); or, with respect to
      compliance with financial covenants or delivery of financial information, the
      chief financial officer, the treasurer or the controller of such specified
      Person or any other officer having substantially the same authority and
      responsibility, and in the case of Borrower, such person shall be listed on
      an
      incumbency certificate delivered to Agent, in form and substance acceptable
      to
      Agent in its reasonable discretion.

     

    “Scheduled
      Maturity Date”
shall
      mean the date that is the second anniversary of the Closing Date, as such date
      may be extended in accordance with the provisions of Section
      2.4
      hereof.


     

    “Subsidiary”
shall
      mean, as to any specified Person, any other Person in which more than fifty
      percent (50%) of all Equity Interests is owned directly or indirectly by such
      specified Person or one or more of its Subsidiaries (provided,
      however,
      that,
      for purposes of this Agreement, the Company shall not be deemed to be a
      Subsidiary of NCI).

     

    “Supporting
      Obligations”
shall
      mean the “supporting obligations” (as defined in the UCC) of Borrower (or, if
      referring to another Person, of such other Person).

     

    “Taxes”
shall
      have the meaning assigned to it in Section
      6.14
      hereof.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    “Term”
shall
      mean the period commencing on the Closing Date and ending on the Scheduled
      Maturity Date.

     

    “Termination
      Date”
shall
      have the meaning assigned to it in Section 11.1
      hereof.

     

    “Third-Party
      Claim”
shall
      have the meaning assigned to it in Section
      12.4(b)
      hereof.

     

    “Trademarks”
shall
      mean all of Borrower’s (or, if referring to another Person, of such other
      Person’s) now existing or hereafter acquired right, title, and interest in and
      to: (i) all of Borrower’s (or, if referring to another Person, of such other
      Person’s) trademarks, trade names, corporate names, company names, business
      names, fictitious business names, trade styles, service marks, logos, other
      business identifiers, all applications, registrations and recordings relating
      to
      the foregoing as may at any time be filed in the United States Patent and
      Trademark Office or in any similar office or agency of the United States, any
      State thereof, any political subdivision thereof or in any other country, and
      all research and development relating to the foregoing; (ii) all renewals
      thereof; and (iii) all designs and general intangibles of a like
      nature.

     

    “Transferee”
shall
      have the meaning assigned to it in Section
      12.2(a)
      hereof.

     

    “UCC”
shall
      mean the Uniform Commercial Code as in effect on the date hereof in the State
      of
      New York; provided that, if by reason of mandatory provisions of law, the
      perfection or the effect of perfection or non-perfection of the security
      interest in any Collateral is governed by the Uniform Commercial Code as in
      effect in a jurisdiction other than New York, “UCC” shall mean the Uniform
      Commercial Code as in effect in such other jurisdiction for purposes of the
      provisions hereof relating to such perfection or effect of perfection or
      non-perfection.

     

    “Upfront
      Fee”
shall
      have the meaning assigned to it in Section
      3.1
      hereof.

     

    “Warrant
      Agreement”
shall
      mean that certain Common Stock Purchase Warrant, to be dated as of the Closing
      Date, between Guarantor and Agent.

     

    II. LOANS,
      PAYMENTS, INTEREST AND COLLATERAL

     

    2.1 The
      Loan.
      The
      Lender agrees, on the terms and conditions of this Agreement, to make a single
      advance of funds (an “Advance”)
      to
      Borrower in Dollars on the Closing Date in an amount equal to the Loan
      Amount.
      The
      facility evidenced by this Agreement is a term loan facility. Accordingly,
      amounts repaid under this facility may not be redrawn. 

     

    2.2 The
      Notes; Maturity.

     

    (a)
      Evidence
      of the Loan.

    (i) Agent
      shall maintain, in accordance with its usual practice, true, correct and
      complete electronic or written records evidencing the Loan and Obligations
      to
      the Lenders, in which it will record (A) the amount of the Loan made under
      this Agreement, (B) the amount of any principal and/or interest due and
      payable and/or to become due and payable from Borrower and payable to the
      Lenders under the Loan Documents, and (C) all amounts received by Agent
      under this Agreement from, or for the account of, Borrower.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    (ii) The
      entries made in the electronic or written records maintained pursuant to
subsection
      (a)
      of this
Section
      2.2
      shall be
prima
      facie evidence
      of the existence and amounts of the Obligations and Loan therein recorded;
      provided,
      however,
      that
      the failure of Agent to maintain such records or any error therein shall not
      in
      any manner affect the obligations of Borrower to repay the correct amounts
      owed
      pursuant to the Loan, including all Advances made by the Lenders and all other
      Obligations in accordance with the terms of this Agreement and all other Loan
      Documents.

    


    (iii) Agent
      will account to Borrower monthly with a written statement of the Loan and any
      charges and payments made pursuant to this Agreement, provided,
      however,
      that
      the failure of Agent to provide such written statement shall not constitute
      a
      default or breach by Agent or any Lender of this Agreement or any other Loan
      Document, and in the absence of manifest error, such accounting rendered by
      Agent shall be deemed final, binding and conclusive unless (1) Agent is notified
      by Borrower in writing to the contrary within sixty (60) Business Days of
      Receipt of such accounting, (2) Agent is notified by Borrower in writing to
      the
      contrary within thirty (30) calendar days after the completion and filing of
      Borrower’s year-end audit, or (3) Borrower is notified by Agent in writing to
      the contrary within thirty (30) calendar days after the completion and filing
      of
      Agent’s or other Lender’s year-end audit, and each such notice shall be deemed
      an objection only to items specifically objected to therein.

    


    (b)
      Notes.
      Borrower agrees that:

    (i) The
      unpaid portion
      of the Loan
      owing to each Lender shall be evidenced by a Note, each
      dated
      the Closing Date, and payable to such Lender in an aggregate principal amount
      equal to the amount of such Lender’s Advance and otherwise duly
      completed. 

    


    (ii) All
      references to Notes in the Loan Documents shall mean the Notes, if any, to
      the
      extent issued (and not returned to Borrower for cancellation) hereunder, as
      the
      same may be amended, modified, divided, supplemented and/or restated from time
      to time in accordance with there terms hereof and thereof.

    


    (iii) Upon
      Agent’s written request, and in any event within five (5) Business Days of any
      such request, Borrower shall execute and deliver to Agent, against receipt
      of
      old Notes, new Notes (on substantially the same terms and in substantially
      the
      same form) and/or divide the Notes in exchange for the then existing Notes
      in
      such smaller amounts or denominations as Agent shall specify in its sole
      discretion; provided
      that the
      aggregate principal amount of such new Notes shall not exceed the aggregate
      principal amount of the Notes that are outstanding at the time such request
      is
      made
      and are
      simultaneously therewith being surrendered to Borrower, and provided,
      further,
      that
      such Notes that are to be replaced shall then be deemed no longer outstanding
      hereunder and replaced by such new Notes and returned and surrendered to
      Borrower simultaneously with the issuance to Agent’s of the replacement
      Notes.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    (iv) Upon
      receipt by Borrower of (a) evidence reasonably satisfactory to Borrower of
      the
      mutilation, destruction, loss or theft of any Note and the ownership thereof
      (which may include the return of any mutilated Note) and (b) in the case of
      any
      such destruction, loss or theft, such surety or indemnification therefore as
      Borrower may reasonably request, Borrower shall, upon the written request of
      the
      holder of such Note, execute and deliver in replacement thereof a new Note
      in
      the same form, in the same original principal amount and dated the same date
      as
      the Note so mutilated, destroyed, lost or stolen; and such Note so mutilated,
      destroyed, lost or stolen shall then be deemed no longer outstanding hereunder.
      If the Note being replaced has been mutilated, it shall be surrendered to
      Borrower simultaneously with Agent’s receipt of the replacement Note; and if
      such replaced Note has been destroyed, lost or stolen, such holder shall furnish
      Borrower with an indemnity in writing reasonably acceptable to Borrower to
      save
      it harmless in respect of such replaced Note.

     

    (c)
      Principal
      Payments on Notes; Payment at Maturity Date.
      On each
      Remittance Date, Borrower shall pay (or cause to be paid) a principal payment
      on
      the Notes in an aggregate amount equal to the funds (if any) available for
      such
      purpose in accordance with the provisions of clause (v) of Section
      2.5(b)
      hereof.
      All amounts outstanding under this Agreement and the Notes and all other
      Obligations under the Loan Documents shall be due and payable in full, if not
      earlier in accordance with this Agreement, on the Maturity Date. All payments
      of
      principal shall be applied to each Note pro
      rata,
      based
      on the respective outstanding principal balance of each Note.

     

    2.3 Interest
      on the Loan.

     

    (a) Borrower
      agrees to pay (or cause to be paid) on each Remittance Date and on the Maturity
      Date interest in respect of the outstanding principal amount of the Loan, in
      arrears (except as set forth herein), for the account of the Lenders, from
      the
      Closing Date until paid, at a rate per annum (the “Applicable
      Interest Rate”)
      equal
      to the lesser of (i) the greater of (1) Base Rate in effect from time to time
      plus the Applicable Margin and (2) twelve and one quarter percent (12.25%),
      and
      (ii) the Maximum Rate; provided,
      however,
      that on
      the Closing Date, Borrower shall pay (or cause to be paid) to Agent, for the
      account of the Lenders, an amount of Two Hundred Sixty-Three Thousand, Two
      Hundred Five Dollars ($263,205), which amount shall be applied as an advance
      payment of the interest payable for the first six (6) months following the
      Closing Date. All payments of interest shall be applied to each Note
pro
      rata,
      based
      on the respective outstanding principal balance of each Note. If
      Agent
      is prevented from charging or collecting interest at the Applicable Interest
      Rate, then the interest rate shall continue to be the Maximum Rate until such
      time as Agent has charged and collected the full amount of interest that would
      be chargeable and collectable if interest at the Applicable Interest Rate had
      always been lawfully chargeable and collectible.


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    (b) Notwithstanding
      the foregoing, Borrower shall pay to Agent interest at the applicable Default
      Rate on any principal amount of the Loan and on any other amount payable by
      Borrower hereunder or under a Note that shall not be paid in full when due
      (whether at stated maturity, by acceleration or by mandatory prepayment or
      otherwise) for the period from and including the due date thereof to but
      excluding the date the same is paid in full and shall be payable promptly upon
      receipt of an invoice therefore. Accrued interest on the Loan as calculated
      in
      accordance with Section
      2.3(a)
      above
      shall be payable on each Remittance Date and on the Maturity Date. All amounts
      payable on account of interest accrued on the outstanding amount of the Loan
      shall be paid for the ratable benefit of the Lenders. Promptly after the
      determination of any interest rate provided for herein or any change therein,
      Agent shall give written notice thereof to Borrower.

    


    (c)
      Whenever,
      subsequent to the date of this Agreement, the Prime Rate is increased or
      decreased, the Applicable Interest Rate shall be similarly changed without
      demand of any kind by an amount equal to the amount of such change in Prime
      Rate. The interest due for any period on the principal balance of the Loan
      outstanding shall be computed for the actual number of days elapsed during
      such
      period on the basis of a year consisting of 360 days.

     

    2.4 Extension
      of Scheduled Maturity Date.
      Borrower may, at its option but on one occasion only, extend the Scheduled
      Maturity Date from the second (2nd)
      anniversary of the Closing Date to the third (3rd)
      anniversary of the Closing Date so long as all of the following conditions
      precedent have been satisfied:

     

    
      	
            	(i)	
              Borrower
                shall give written notice to Agent of its intention to extend the
                Scheduled Maturity Date, such notice to be given not earlier than
                the
                forty-fifth (45th)
                day preceding the second anniversary of the Closing Date nor later
                than
                the fifteenth (15th)
                day preceding the second anniversary of the Closing Date;
                and

            


    

     

    
      	
            	(ii)	
              all
                of the Extension Conditions shall have been satisfied as of the second
                anniversary of the Closing Date.

            


    

     

    Upon
      satisfaction of the Extension Conditions, the extension of the Scheduled
      Maturity Date shall become effective as of the close of business on the second
      anniversary of the Closing Date.

     

    2.5 Receipts
      Regarding Pledged Shares; Repayment of the Loan; Blocked
      Account.

     

    (a)
      On
      or
      prior to the Closing Date, Borrower shall cause NCI to establish a blocked
      account (“Blocked
      Account”)
      with a
      bank acceptable to Agent (the “Blocked
      Account Bank”)
      and to
      execute with the Blocked Account Bank an account control agreement acceptable
      to
      Agent (the “Blocked
      Account Agreement”)
      and
      such other agreements related thereto as Agent may require. 

    


    (b)
      On
      or
      prior to the Closing Date, Borrower shall cause NCI to instruct the Company
      to
      remit to the Blocked Account all distributions payable to NCI in accordance
      with
      the Company LLC Agreement with respect to the Membership Interest. Borrower
      shall cause NCI to irrevocably instruct the Blocked Account Bank to remit to
      Agent within three (3) Business Days after receipt all funds received in the
      Blocked Account. On each Remittance Date, Agent shall distribute all funds
      so
      remitted to Agent from the Blocked Account or otherwise received by Agent from
      or for the account of Borrower (such amount of funds, “Available
      Funds”),
      and
      such funds shall be applied, in the following order of priority:



    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    (i) To
      Agent
      in payment of all fees and expenses then due and payable to Agent and the
      Lenders in accordance with the terms of the Loan Documents, which shall include,
      without limitation, (A) the asset management fee provided for in Section
      3.2
      hereof,
      (B) the installment of the Upfront Fee provided for in Section
      3.1
      hereof,
      (C) the agent fee provided for in Section
      3.4
      hereof,
      (D) if applicable, the Exit Fee provided for in Section
      3.6,
      and (E)
      if applicable, the Extension Fee provided for in Section
      3.7;
      

    


    (ii) To
      Agent,
      for payment to the Lenders on a pro
      rata
      basis,
      in payment of all interest payments then due and payable pursuant to the terms
      of this Agreement and the Notes;

    


    (iii) To
      the
      Interest Reserve Account, funds in an amount necessary to restore the balance
      of
      funds on deposit in the Interest Reserve Account to an amount equal to the
      Minimum Interest Reserve Amount;

    


    (iv) If
      no
      Default or Event of Default is then continuing or would result from such payment
      to Guarantor or Borrower, an amount equal to Borrower’s and NCI’s share, not to
      exceed in aggregate One Hundred Thousand Dollars ($100,000) in any twelve (12)
      month period, of (i) income taxes paid by Guarantor or Borrower after the date
      hereof and related to the operations of NCI or Borrower, (ii) audit fees paid
      by
      Guarantor or Borrower after the date hereof and allocable to the operations
      of
      NCI or Borrower, and (iii) overhead expenses that are shared with Guarantor
      and
      its Affiliates and that, in accordance with past practice, are allocable to
      the
      operations of NCI or Borrower; 

    


    (v) To
      Agent,
      for payment to the Lenders on a pro
      rata
      basis,
      in payment of the then outstanding principal balance of the Notes;

    


    (vi) To
      Agent
      and the Lenders on a pro
      rata
      basis in
      repayment of all other unpaid Obligations (if any) then due and owing to Agent
      and the Lenders; and 

    


    (vii) To
      Borrower, any remaining Available Funds.


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    2.6
      Promise
      to Pay; Manner of Payment.
      Borrower
      absolutely and unconditionally promises to pay, when due and payable pursuant
      hereto, principal, interest on the Loan and all other amounts and Obligations
      payable hereunder or under any other Loan Document, without any right of
      rescission and without any deduction whatsoever, including any deduction for
      set-off, recoupment or counterclaim, notwithstanding any damage to, defects
      in
      or destruction of the Collateral or any other event, including obsolescence
      of
      any property or improvements; provided, however, that Borrower shall have the
      offset right set forth in Section
      2.15(e)
      hereof.
      Borrower shall repay in full on the Maturity Date the then aggregate outstanding
      principal amount of the Loan (as evidenced by the Notes) and any other
      Obligations
      then
      outstanding. All payments of interest shall be applied to the Notes pro rata,
      based on the respective outstanding principal balance of each Note. Any payments
      made by or for the account of Borrower (other than distributions from the
      Blocked Account or Interest Reserve Account as contemplated herein) shall be
      made only by wire transfer on or before the date when due, without offset,
      deduction or counterclaim (other than any offset contemplated by Section
      2.15(e)
      hereof),
      in Dollars, in immediately available funds to such account as may be indicated
      in writing by Agent to Borrower from time to time. Any such payment received
      after 3:00 p.m. (New York City time) on any date shall be deemed received on
      the
      following Business Day. Whenever any payment hereunder shall be stated to be
      due
      or shall become due and payable on a day other than a Business Day, the due
      date
      thereof shall be extended to, and such payment shall be made on, the next
      succeeding Business Day, and such extension of time in such case shall be
      included in the computation of payment of any interest (at the interest rate
      then in effect during such extension) and/or fees, as the case may
      be.

     

    2.7
      [Intentionally
      Omitted.]

     

    2.8 Other
      Mandatory Prepayments.

     

    In
      addition to and without limiting any provision of any Loan
      Document:

     

    (a)
      If
      a
      Change of Control occurs that has not been consented to in writing by Agent
      prior to the consummation thereof, on or prior to the first Business Day
      following the date of such Change of Control, Borrower shall prepay the Loan
      and
      all other Obligations (other than indemnity obligations under the Loan Documents
      that are not then due and payable or for which any events or claims that would
      give rise thereto are not then pending) in full in cash, together with accrued
      interest thereon to the date of prepayment, and all other amounts owing to
      Agent
      and the Lenders under the Loan Documents.

     

    (b)
      If
      Borrower, in any transaction or series of related transactions, (i) sells any
      assets or other properties, (ii) sells or issues any equity or debt securities,
      Equity Interests or ownership interests, including, but not limited to, any
      sale
      or issuance undertaken in connection with or as part of a Public Offering,
      (iii) receives any property damage insurance award or any other insurance
      proceeds of any kind that is not applied to repair or replace any damaged,
      destroyed, lost or stolen property, or (iv) incurs any Indebtedness except
      for Borrower Permitted Indebtedness,
      then
      Borrower shall, within three (3) Business Days following receipt of funds on
      account of such event, apply 100% (or
      such
      lesser amount as is required to indefeasibly pay in cash in full the Obligations
      (other
      than indemnity obligations under the Loan Documents that are not then due and
      payable or for which any events or claims that would give rise thereto are
      not
      then pending))
      of the
      cash proceeds thereof (net of reasonable transaction costs and expenses and
      taxes) to the prepayment of the Loan (inclusive of accrued interest) and all
      other Obligations then due and payable, such payment to be applied in accordance
      with the payment waterfall set forth in Section
      2.5(b)
      hereof.
      If NCI,
      in any transaction or series of related transactions, (i) sells any assets
      or
      other properties, (ii) sells or issues any equity or debt securities, Equity
      Interests or ownership interests, including, but not limited to, any sale or
      issuance undertaken in connection with or as part of a Public Offering,
      (iii) receives any property damage insurance award or any other insurance
      proceeds of any kind that is not applied to repair or replace any damaged,
      destroyed, lost or stolen property, or (iv) incurs any Indebtedness except
      for NCI Permitted Indebtedness, then Borrower shall cause NCI, within three
      (3)
      Business Days following receipt of funds on account of such event, to apply
      (for
      the account of Borrower) 100% (or such lesser amount as is required to
      indefeasibly pay in cash in full the Obligations (other
      than indemnity obligations under the Loan Documents that are not then due and
      payable or for which any events or claims that would give rise thereto are
      not
      then pending))
      of the
      cash proceeds thereof (net of reasonable transaction costs and expenses and
      taxes) to the prepayment of the Loan (inclusive of accrued interest) and all
      other Obligations then due and payable, such payment to be applied in accordance
      with the payment waterfall set forth in Section
      2.5(b)
      hereof.


    
      
        
        

      

      
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    (c) All
      such
      payments under this Section shall be made in the manner specified in
Section
      2.6
      hereof.

     

     
      2.9 Optional
      Prepayments.
      The
      Loan is prepayable, in whole or in part, at any time without premium or penalty
      other than any Exit Fee that may then be payable. Any amounts prepaid shall
      be
      applied to repay the outstanding principal amount of the Loan (together with
      interest thereon) until paid in full. Amounts prepaid may not be reborrowed
      in
      accordance with the terms of this Agreement. If Borrower intends to prepay
      the
      Loan in whole or in part from any source (other than from the application of
      funds from sweep, payment or other disposition of funds to Agent or from any
      Blocked Account or any Interest Reserve Account), Borrower shall give not less
      than ten (10) Business Days’ prior written notice thereof to Agent. If such
      notice is given, the amount specified in such notice shall be due and payable
      on
      the date specified therein, together with accrued interest to such date on
      the
      amount prepaid.

     

    2.10 Requirements
      of Law.

     

    (a) If
      any
      Requirement of Law (other than with respect to any amendment made to a Lender’s
      organizational or governing documents) or any change in the interpretation
      or
      application thereof or compliance by a Lender with any request or directive
      (whether or not having the force of law) from any central bank or other
      Governmental Authority made subsequent to the date hereof shall (i) subject
      any
      Lender to any tax of any kind whatsoever with respect to this Agreement, its
      Note or the Loan made by it (excluding net income taxes) or change the basis
      of
      taxation of payments to such Lender in respect thereof; (ii) impose, modify
      or
      hold applicable any reserve, special deposit, compulsory advance or similar
      requirement against assets held by deposits or other liabilities in or for
      the
      account of the Loan or other extensions of credit by, or any other acquisition
      of funds by any office of such Lender; or (iii) impose on such Lender any other
      condition; and the result of any of the foregoing is to increase the cost to
      such Lender, by an amount that such Lender in good faith deems to be material,
      of making, continuing or maintaining any Loan or to reduce any amount receivable
      hereunder in respect thereof, then, in any such case, such Lender shall give
      Borrower written notice setting forth, in reasonable detail, such additional
      amount or amounts as will compensate such Lender for such increased cost or
      reduced amount receivable thereafter incurred and the basis therefore, and
      Borrower shall promptly after receipt of such written notice pay to such Lender
      such additional amount or amounts; provided,
      however,
      that
      Borrower shall not be required to pay to such Lender any such amount that has
      arisen or accrued more than thirty (30) days prior to the date of Borrower’s
      receipt of such written notice. In the event any Lender provides any such notice
      to Borrower, then (notwithstanding anything contained herein to the contrary)
      Borrower may thereafter prepay, in whole or in part and without any premium
      or
      penalty (including any Exit Fee), the outstanding amount of the Loan made by
      such Lender. 


    
      
        
        

      

      
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    (b) If
      any
      Lender shall have determined that the adoption of or any change in any
      Requirement of Law (other than with respect to any amendment made to such
      Lender’s organizational or governing documents) regarding capital adequacy or in
      the interpretation or application thereof or compliance by such Lender or any
      corporation controlling such Lender with any request or directive regarding
      capital adequacy (whether or not having the force of law) from any Governmental
      Authority made subsequent to the date hereof shall have the effect of reducing
      by an amount deemed by such Lender to be material the rate of return on such
      Lender’s or such corporation’s capital as a consequence of any obligations
      hereunder to a level below that which such Lender or such corporation (taking
      into consideration such Lender’s or such corporation’s policies with respect to
      capital adequacy) currently achieves, then, in such case, such Lender shall
      give
      Borrower written notice setting forth, in reasonable detail, such additional
      amount or amounts as will thereafter compensate such Lender for such reduction,
      Borrower shall promptly after receipt of such written notice pay to such Lender
      such additional amount or amounts; provided,
      however,
      that
      Borrower shall not be required to pay to such Lender any such amount that has
      arisen or accrued more than thirty (30) days prior to the date of Borrower’s
      receipt of such written notice. In the event any Lender provides any such notice
      to Borrower, then (notwithstanding anything contained herein to the contrary)
      Borrower may thereafter prepay, in whole or in part and without any premium
      or
      penalty (including any Exit Fee), the outstanding amount of the Loan made by
      such Lender.

    


    (c) If
      any
      Lender becomes entitled to claim any additional amounts pursuant to this
      subsection, such Lender shall promptly notify Agent, and Agent shall promptly
      notify Borrower of the event by reason of which it has become so entitled.
      A
      certificate as to any additional amounts payable pursuant to this subsection
      submitted by such Lender to Borrower shall be conclusive in the absence of
      manifest error.

     

    2.11
      Payments
      by Agent.
      Should
      any amount required to be paid under any Loan Document be unpaid beyond any
      applicable cure period, such amount may be paid by Agent, for the account of
      the
      Lenders, which payment shall be deemed a request by Borrower for an additional
      Advance as of the date such payment is due, and Borrower irrevocably authorizes
      disbursement of any such funds to Agent, for the benefit of itself and the
      Lenders, by way of direct payment of the relevant amount, interest or
      Obligations without necessity of any demand in accordance with Section
      2.6
      hereof,
      whether or not a Default or Event of Default has occurred or is continuing.
      No
      payment or prepayment of any amount by Agent, the Lenders or any other Person
      shall entitle any Person to be subrogated to the rights of Agent and/or the
      Lenders under any Loan Document unless and until the Obligations (other
      than indemnity obligations under the Loan Documents that are not then due and
      payable or for which any events or claims that would give rise thereto are
      not
      then pending) have
      been
      fully performed and paid indefeasibly in cash and this Agreement has been
      terminated. Any sums expended or amounts paid by Agent and/or the Lenders as
      a
      result of Borrower’s failure to pay, perform or comply with any Loan Document or
      any of the Obligations may be charged to Borrower’s account as an Advance and
      added to the Obligations.

     

    
      
        
        

      

      
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    2.12 Grant
      of Security Interest; Collateral.

     

    (a) To
      secure the repayment of principal of, and interest on, the Loan and all other
      Obligations owing to Agent and the Lenders hereunder, under the Notes and the
      other Loan Documents, Borrower hereby grants to Agent, for the benefit of itself
      and the other Lenders, a valid, perfected and continuing first priority security
      interest in and Lien upon, and pledges to Agent, for the benefit of itself
      and
      the other Lenders, all of Borrower’s right, title and interest in and to and
      upon all of Borrower’s assets, now owned or hereafter acquired, including,
      without limitation, all of the following property and interests in property
      of
      Borrower, which is hereinafter referred to as the “Collateral”:

     

    (i) all
      of
      Borrower’s tangible personal property, including, without limitation, all
      present and future Goods, Inventory and Equipment (including items of equipment
      that are or become Fixtures), Computer Hardware and Software, now owned or
      hereafter acquired and all of Borrower’s real property, including leasehold
      interests, now owned or hereafter acquired;

     

    (ii) all
      of
      Borrower’s intangible personal property, including, without limitation, all
      present and future Accounts, securities, Contract Rights, Permits, General
      Intangibles, Chattel Paper, Investment Property, Intellectual Property,
      Documents, Instruments, Deposit Accounts, Letter-of-Credit Rights and Supporting
      Obligations, rights to the payment of money or other forms of consideration
      of
      any kind, tax refunds, insurance proceeds (including, without limitation,
      proceeds of any life insurance policy), now owned or hereafter acquired, and
      all
      intangible and tangible personal property relating to or arising out of any
      of
      the foregoing, including, but not limited to, the following:

     

    (A) All
      right, title and interest of Borrower in and to the Pledged Shares;

     

    (B) all
      right, title and interest of Borrower in and to any Blocked Account and Interest
      Reserve Account established pursuant to the terms hereof, including all funds,
      items, instruments, investments, securities and other things of value at any
      time paid, deposited, credited or held in or in transit to such Blocked Accounts
      or Interest Reserve Account, as the case may be; 

     

    (C) all
      policies of insurance (including without limitation, casualty and hazard
      insurance and policies of owner’s or mortgagee’s title insurance), or rights as
      loss payee or endorsee thereof, and escrow agreements, all tax, insurance,
      security or other deposits, including rights in respect of letters of credit
      evidencing or securing any such deposit;

     

    (D) all
      contract rights, accounts, rights to payment of money and general intangibles,
      relating to such documents and contracts described in (A) through (C) above
      and
      as to all such Collateral described in (A) through this subparagraph (D) whether
      now existing or hereafter at any time acquired or arising; and

     

    (iii) any
      and
      all additions to any of the foregoing, and any and all replacements, products
      and proceeds (including insurance proceeds) of any of the
      foregoing.

     

    
      
        
        

      

      
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    (b)Borrower
      shall promptly notify Agent of any Commercial Tort Claims in which Borrower
      has
      an interest arising after the Closing Date and shall provide all necessary
      information concerning each such Commercial Tort Claim and make all necessary
      filings with respect thereto to perfect Agent’s first priority security interest
      therein.

     

    (c)Borrower
      has full right and power to grant to Agent, for the benefit of itself and the
      other Lenders, a perfected, first priority security interest and Lien on
      Borrower’s right, title and interest in and to and upon the Collateral pursuant
      to this Agreement, subject to the following sentence. Upon the execution and
      delivery of this Agreement, and upon the filing of the necessary financing
      statements and/or appropriate filings and/or delivery of the necessary
      certificates evidencing an equity interest, control and/or possession, as
      applicable, without any further action, Agent will have a good, valid and first
      priority perfected Lien and security interest in Borrower’s right, title and
      interest in and to and upon the Collateral, subject to no transfer or other
      restrictions or Liens of any kind in favor of any other Person, other than
      Permitted Liens. As of the Closing Date, no financing statement relating to
      any
      of the Collateral is on file in any public office except those on behalf of
      Agent. As of the Closing Date, Borrower is not party to any agreement, document
      or instrument that conflicts with this Section
      2.12.

     

    2.13 Collateral
      Administration.

     

    (a)
      All
      Collateral (except Deposit Accounts and Collateral in the possession of Agent)
      will at all times be kept by Borrower at the locations set forth on Schedule
      5.18B
      hereto
      and shall not, without reasonable prior written notice to Agent, be moved
      therefrom other than to another such location, and in any case shall not be
      moved outside the continental United States. Any of Agent’s officers, employees,
      representatives or agents shall have the right upon reasonable advance notice,
      at any time during normal business hours, in the name of Agent or any designee
      of Agent or Borrower, to verify the validity, amount or any other matter
      relating to the Collateral, including inventory appraisals. Borrower shall
      cooperate fully with Agent in an effort to facilitate and promptly conclude
      such
      verification process or inventory appraisals. Except following and during the
      continuation of an Event of Default, the rights granted under this Section
      2.13(a)
      (or any
      similar or parallel rights) shall not be exercisable more than twice during
      any
      period of twelve consecutive months. 

     

    (b)
      As
      and
      when determined by Agent in its reasonable discretion, Agent will perform the
      following searches against Borrower (i) UCC searches with the Secretary of
      State
      and local filing offices of each jurisdiction where Borrower is organized and/or
      maintain its executive office, a place of business or assets; and
      (ii) judgment, federal tax lien and corporate and partnership tax lien
      searches, in each jurisdiction searched under the foregoing clause
      (i).

     

    (c)
      Borrower shall promptly, but in no event later than five (5) Business Days,
      after receipt thereof, deliver to Agent all items for which Agent must receive
      possession to obtain a perfected Lien and security interest and all notes,
      certificates and documents of title, Chattel Paper, warehouse receipts,
      Instruments and any other similar Instruments constituting Collateral, in each
      case to the extent not already in possession of Agent.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (d)
      Borrower
      shall keep accurate and complete records of the Collateral and all payments
      and
      collections thereon and shall submit such records to Agent on such periodic
      bases as Agent may request in its reasonable discretion. 

     

    (e)
      Borrower
      hereby agrees to take the following protective actions to prevent destruction
      of
      records pertaining to the Collateral: (i) if Borrower maintains its Collateral
      records on a manual system, such records shall be kept in a fire proof room
      or
      on no less than twenty (20) calendar days following the end of each calendar
      month, a record of all payments and all other matters relating to the Collateral
      shall be placed in an off-site safety deposit box (and Agent shall have access
      to such safety deposit box); or (ii) if the Collateral records are computerized,
      Borrower agrees to create a tape, diskette or printed “back-up” of the
      computerized information and to provide Agent monthly with a tape, diskette
      copy
      or printed copy of such “back-up” information.

     

    (f)
      At
      any
      time and from time to time, upon the written request of Agent, and at the sole
      expense of Borrower, Borrower will promptly and duly execute and deliver, or
      will promptly cause to be executed and delivered, such further instruments
      and
      documents and take such further action as Agent may reasonably request for
      the
      purpose of obtaining or preserving the full benefits of this Agreement and
      of
      the rights and powers herein granted, including, without limitation, the filing
      of any financing or continuation statements under the UCC in effect in any
      jurisdiction with respect to the Liens created hereby. Borrower also hereby
      authorizes Agent to file any such financing or continuation statement without
      the signature of Borrower to the extent permitted by applicable law. A carbon,
      photographic or other reproduction of this Agreement shall be sufficient as
      a
      financing statement for filing in any jurisdiction.

     

    2.14 Power
      of Attorney.

     

    (a)
      Borrower
      hereby irrevocably constitutes and appoints Agent and any officer or agent
      thereof, with full power of substitution, as its true and lawful
      attorney-in-fact with full irrevocable power and authority in the place and
      stead of Borrower and in the name of Borrower or in its own name, from time
      to
      time in Agent’s reasonable discretion, for the purpose of carrying out the terms
      of this Agreement, including, without limitation, protecting, preserving and
      realizing upon the Collateral, to take any and all appropriate actions and
      to
      execute any and all documents and instruments that may be necessary or desirable
      to accomplish the purposes of this Agreement, including, without limitation,
      to
      protect, preserve and realize upon the Collateral, and, without limiting the
      generality of the foregoing, Borrower hereby gives Agent the power and right,
      on
      behalf of Borrower, without assent by, but with notice to, Borrower, if an
      Event
      of Default shall have occurred and be continuing, to do the
      following:

    


    (i) in
      the
      name of Borrower or its own name, or otherwise, to take possession of and
      endorse and collect any checks, drafts, notes, acceptances or other instruments
      for the payment of moneys due under any insurance maintained with respect to
      the
      Collateral and to file any claim or to take any other action or proceeding
      in
      any court of law or equity or otherwise reasonably deemed appropriate by Agent
      for the purpose of collecting any and all such moneys due under any such
      insurance or with respect to any other Collateral whenever payable;

    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (ii) to
      pay or
      discharge taxes and Liens levied or placed on or threatened against the
      Collateral (other than Permitted Liens);

    


    (iii) (A)
      to
      direct any party liable for any payment under any Collateral to make payment
      of
      any and all moneys due or to become due thereunder directly to Agent or as
      Agent
      shall direct; (B) to ask or demand for, collect, receive payment of and receipt
      for, any and all moneys, claims and other amounts due or to become due at any
      time in respect of or arising out of any Collateral; (C) to sign and endorse
      any
      invoices, assignments, verifications, notices and other documents in connection
      with any of the Collateral; (D) to commence and prosecute any suits, actions
      or
      proceedings at law or in equity in any court of competent jurisdiction to
      collect the Collateral or any part thereof and to enforce any other right in
      respect of any Collateral; (E) to defend any suit, action or proceeding brought
      against Borrower with respect to any Collateral; (F) to settle, compromise
      or
      adjust any suit, action or proceeding described in clause (E) above and, in
      connection therewith, to give such discharges or releases as Agent may
      reasonably deem appropriate; and (G) generally, to sell, transfer, pledge and
      make any agreement with respect to or otherwise deal with any of the Collateral
      as fully and completely as though Agent were the absolute owner thereof for
      all
      purposes, and to do, at Agent’s option and Borrower’s expense, at any time, or
      from time to time, all acts and things that Agent reasonably deems necessary
      to
      protect, preserve or realize upon the Collateral and Agent’s Liens thereon and
      to effect the intent of this Agreement, all as fully and effectively as Borrower
      might do; 

    


    (iv) to
      execute in the name of Borrower, all agreements, consents, waivers and
      directions required to transfer, or cause the transfer of, the Pledged Shares;
      and

     

    (v) to
      vote
      as proxy the Pledged Shares, or to express consent or dissent to action in
      writing without a meeting. This proxy shall be irrevocable as one coupled with
      an interest and shall be valid until this Agreement shall have been terminated
      in accordance with its terms.

    


    Borrower
      hereby ratifies all that said attorneys shall lawfully do or cause to be done
      by
      virtue hereof. This power of attorney is a power coupled with an interest and
      shall be irrevocable.

     

    (b)
       Borrower
      also authorizes Agent, at any time and from time to time, to execute, in
      connection with the sale provided for in Section
      9.1(a)
      hereof,
      any endorsements, assignments or other instruments of conveyance or transfer
      with respect to the Collateral.

    


    (c) The
      powers conferred on Agent are solely to protect the Lenders’ interests in the
      Collateral and shall not impose any duty upon Agent or any Lender to exercise
      any such powers. Any Lender shall be accountable only for amounts that it
      actually receives as a result of the exercise of such powers, and neither Agent
      nor any of its officers, directors or employees shall be responsible to Borrower
      for any act or failure to act hereunder, except for its own gross negligence
      or
      willful misconduct.

     

    
      
        
        

      

      
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    2.15 Interest
      Reserve Account. 

     

    (a) On
      the
      Closing Date, an interest reserve account shall be established hereunder with
      Agent (the “Interest
      Reserve Account”),
      which
      interest reserve account shall be a separate account used solely for this
      purpose and in which no other funds of Agent and its Affiliates shall be
      deposited. All amounts on deposit in the Interest Reserve Account shall remain
      the property of Borrower, shall be held by Agent in trust for the sole benefit
      of Borrower and applied in accordance with the terms of this Agreement. If
      at
      any time Lender is required by its Financing Source to establish a replacement
      Interest Reserve Account with a financial institution acceptable to Lender
      (an
“Interest
      Reserve Bank”),
      Borrower shall establish such replacement Interest Reserve Account and execute
      with such Interest Reserve Bank an account control agreement reasonably
      acceptable to each of Agent and Borrower. Any such replacement Interest Reserve
      Account shall have terms substantially similar to the applicable provisions
      of
      this Agreement except for the right of offset set forth in Section 2.15(e)
      hereof.

    


    (b) On
      each
      Remittance Date, funds (to the extent any are available therefore) shall be
      transferred by Agent to the Interest Reserve Account in accordance with the
      payment waterfall set forth in Section
      2.5(b)
      hereof.


    


    (c) On
      each
      Remittance Date on which Available Funds are not sufficient to pay in full
      all
      amounts contemplated under clauses (i) and (ii) of Section
      2.5(b)
      hereof,
      Agent shall (x) withdraw from the Interest Reserve Account funds an amount
      sufficient to pay in full all amounts specified in clauses (i) and (ii) of
      Section
      2.5(b)
      hereof
      (or, if less, the aggregate amount of funds then on deposit in the Interest
      Reserve Account) and (y) pay and apply such funds in payment of the amounts
      set
      forth in clauses (i) and (ii) in accordance with the payment waterfall set
      forth
      in Section
      2.5(b)
      hereof.

    


    (d) In
      addition to the withdrawals specified in Section 2.15I
      hereof,
      Agent may (but is not required to) withdraw from the Interest Reserve Account
      funds in an amount necessary to pay the costs and expenses incurred with respect
      to any of the following, in each case to the extent Borrower has failed to
      pay
      such amounts or perform such obligations: (A) obtain insurance covering any
      of
      the Collateral to the extent required hereunder; (B) pay for the performance
      of
      any of the Obligations that is then due and payable, including the fulfillment
      of all representations, warranties and covenants; (C) discharge taxes, levies
      and/or Liens (other than Permitted Liens) on any of the Collateral that are
      in
      violation of any Loan Document unless Borrower is in good faith with due
      diligence by appropriate proceedings contesting those items; and (D) pay for
      the
      maintenance, repair and/or preservation of the Collateral. Agent shall give
      at
      least three (3) Business Day’s prior written notice to Borrower of any proposed
      withdrawal of funds from the Interest Reserve Account pursuant to this Section
      2.15(d).

    


    (e) Notwithstanding
      anything to the contrary contained in this Agreement or any other Loan Document,
      Borrower shall have the right, exercisable so long as the Interest Reserve
      Account is maintained at Agent, to offset from payments then owing by Borrower
      to Agent or Lenders on any Remittance Date or on the date of discharge of the
      Obligations, funds (if any) then on deposit in the Interest Reserve Account.
      

    


    
      
        
        

      

      
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    (f) If
      the
      Interest Reserve Account is then maintained at Agent, Agent shall remit to
      Borrower promptly after the date on which all Obligations have been indefeasibly
      paid in full with cash all remaining amounts on deposit in the Interest Reserve
      Account.

    


    
      	
              III.

            	
              FEES
                AND OTHER CHARGES

            


    

     

    3.1 Upfront
      Fee.
      Borrower
      shall pay to Agent, for the ratable benefit of the Lenders, a nonrefundable
      fee
      (the “Upfront
      Fee”)
      equal
      to the product of (a) two percent (2.00%) and (b) the Loan Amount, which shall
      be deemed earned on the Closing Date and payable as set forth herein. Borrower
      shall pay to Agent, for the ratable benefit of the Lenders, the Upfront Fee
      as
      follows: (i) an amount equal to Forty-Two Thousand, Five Hundred Dollars
      ($42,500) on the Closing Date, and (ii) an amount equal to Forty-Two Thousand,
      Five Hundred Dollars ($42,500) on the first Remittance Date following the
      Closing Date. 

     

    3.2 Asset
      Management Fee.
      On
      the
      Closing Date and on each Remittance Date occurring during the Term (other than
      the last Remittance Date), Borrower shall pay, or cause to be paid, to Agent,
      for Agent’s sole benefit, an asset management fee in an amount equal to Ten
      Thousand Dollars ($10,000).

     

    3.3 Default
      Rate of Interest.
      Upon
      the
      occurrence and during the continuation of an Event of Default, the Applicable
      Interest Rate then in effect at such time with respect to the Obligations shall
      be increased by seven percent (7.0%) per annum (the “Default
      Rate”).
      Interest at the Default Rate shall accrue from the initial date of such Event
      of
      Default until such Event of Default is waived or ceases to continue, and shall
      be payable upon demand.

     

    3.4 Agent
      Fee.
      On
      each
      Remittance Date, Borrower shall pay, or cause to be paid, to Agent, for Agent’s
      sole benefit, an agency fee in an amount equal to one half of one percent
      (0.50%) per annum calculated on the average daily principal balance of the
      Loan
      for each day of the period since the prior Remittance Date (or, if there has
      not
      been a prior Remittance Date, since the Closing Date).

     

    3.5 Computation
      of Fees; Lawful Limits.
      All
      fees
      hereunder shall be computed on the basis of a year of 360 days and for the
      actual number of days elapsed in each calculation period, as applicable. In
      no
      contingency or event whatsoever, whether by reason of acceleration or otherwise,
      shall the interest and other charges paid or agreed to be paid to Agent, for
      the
      benefit of itself and the other Lenders, for the use, forbearance or detention
      of money hereunder exceed the maximum rate permissible under applicable law
      that
      a court of competent jurisdiction shall, in a final determination, deem
      applicable hereto. If, due to any circumstance whatsoever, fulfillment of any
      provision hereof, at the time performance of such provision shall be due, shall
      exceed any such limit, then the obligation to be so fulfilled shall be reduced
      to such lawful limit, and, if Agent or the Lenders shall have received interest
      or any other charges of any kind that might be deemed to be interest under
      applicable law in excess of the interest that may be charged, received or
      collected, then such excess shall be applied first to any unpaid fees and
      charges hereunder that are then due and payable, then to unpaid principal
      balance owed by Borrower hereunder, and if the then remaining excess interest
      is
      greater than the previously unpaid principal balance, Agent and the Lenders
      shall promptly refund such excess amount to Borrower and the provisions hereof
      shall be deemed amended to provide for such permissible rate. The terms and
      provisions of this Section
      3.5
      shall
      control to the extent any other provision of any Loan Document is inconsistent
      herewith.

     

    
      
        
        

      

      
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    3.6 Exit
      Fee.
      On the
      earliest to occur of (i) the final Remittance Date on which the outstanding
      amount of the Loan is paid in full, (ii) the Maturity Date and (iii) the date
      of
      any voluntary prepayment of the remaining unpaid principal balance of the Loan,
      Borrower shall pay, or cause to be paid, to Agent, for the ratable benefit
      of
      the Lenders, a fee (the “Exit
      Fee”)
      in an
      amount equal to One Hundred Twenty-Seven Thousand Five Hundred Dollars
      ($127,500).

     

    3.7 Extension
      Fee.
      Borrower shall pay, or cause to be paid, to Agent, for the ratable benefit
      of
      the Lenders, by not later than the fifth (5th)
      Business Day after the effective date of an extension of the Scheduled Maturity
      Date made in accordance with Section
      2.4
      hereof,
      a fee (an “Extension
      Fee”)
      in an
      amount equal to the product of (x) one percent (1%) and (y) the outstanding
      principal amount of the Loan on the effective date of such
      extension.

     

    3.8 Late
      Payment Fee.
      If any
      principal, interest or any other sum due under this Agreement or any other
      Loan
      Document is not paid by, or for the account of, Borrower on the date on which
      it
      is due, Borrower shall pay to Agent upon demand an amount (“Late
      Payment Fee”)
      equal
      to the lesser of 5.0% of such unpaid sum or the maximum amount permitted by
      applicable law.

     

    3.9 Payments.
      Except
      to the extent otherwise provided herein, all payments of principal, interest
      and
      other amounts to be made by, or for the account of, Borrower under this
      Agreement and the Notes shall be made in Dollars, in immediately available
      funds, without deduction, set-off or counterclaim (except to the extent set
      forth in Section
      2.15(e)
      hereof),
      to Agent at an account designated by Agent in accordance with the provisions
      of
Section
      2.6
      hereof.
      Borrower acknowledges that it shall not, and cause NCI to not, exercise any
      right of withdrawal from the Blocked Account (other than the disbursement of
      funds from the Blocked Account to Agent) or the Interest Reserve Account except
      in accordance with the terms of this Agreement; provided, however, that, for
      clarification, Borrower shall be entitled, as contemplated by Sections
      2.5(b)
      or
2.15(c)
      hereof
      or otherwise herein, to cause funds to be transferred or distributed to Agent
      from the Blocked Account and to direct Agent to withdraw funds from the Interest
      Reserve Account and to apply such funds, all in accordance with the terms of
      this Agreement and the other Loan Documents (in which event Agent shall apply
      such funds in accordance with the direction of Borrower and the terms of this
      Agreement and the other Loan Documents).

     

    
      	IV.	
              CONDITIONS
                PRECEDENT

            


    

     

    4.1 Conditions
      to Closing.
      The
      obligations of the Lenders to consummate the transactions contemplated herein
      and advance their respective portion of the Loan is subject to the satisfaction
      (or waiver), in the sole judgment of Agent, of the conditions precedent set
      forth below:

     

    (a) Borrower
      shall have delivered, or simultaneously therewith shall deliver, to Agent (A)
      each of the Loan Documents to which it is a party, each duly executed by a
      Responsible Officer of Borrower, Guarantor or NCI, as the case may be, and
      the
      other parties thereto, (B) a notice of borrowing for the Loan, executed by
      a
      Responsible Officer of Borrower, (C) the Notes, duly completed and executed,
      (D)
      each of the Loan Documents to which Guarantor is a party, each duly executed
      by
      a Responsible Officer of Guarantor, and (E) each of the Loan Documents to which
      the NCI is a party, each duly executed by a Responsible Officer of
      NCI;

     

    
      
        
        

      

      
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    (b) all
      in
      form and substance satisfactory to Agent in its reasonable discretion, Agent
      shall have received, or simultaneously therewith shall receive, (i) a report
      of
      UCC financing statement, tax and judgment lien searches performed with respect
      to NCI, Borrower and Guarantor in each jurisdiction determined by Agent in
      its
      reasonable discretion, and such report shall show no Liens on the Collateral
      (other than Permitted Liens and Liens to be terminated at Closing),
      (ii) each document (including, without limitation, any UCC financing
      statement) required by any Loan Document or under law or requested by Agent
      to
      be filed, registered or recorded to create, in favor of Agent, for the benefit
      of itself and the other Lenders, a first priority and perfected security
      interest upon the Collateral and the collateral set forth in the Guaranty,
      and
      (iii) evidence of each such filing, registration or recordation and of the
      payment by Borrower or Guarantor, as the case may be, of any necessary fee,
      tax
      or expense relating thereto;

     

    (c) Agent
      shall have received, or simultaneously therewith shall receive, (i) the Charter
      and Good Standing Documents of each of NCI, Borrower and Guarantor, all in
      form
      and substance acceptable to Agent in its reasonable discretion, (ii) a
      certificate of the corporate secretary or assistant secretary of NCI, Borrower
      and Guarantor in his or her capacity as such and not in his or her individual
      capacity dated the Closing Date, as to the incumbency and signature of the
      Persons executing the Loan Documents on behalf of NCI, Borrower or Guarantor,
      as
      the case may be, in form and substance acceptable to Agent in its reasonable
      discretion, (iii) an opinion of counsel to NCI, Borrower and Guarantor as to
      such matters as Agent may reasonably request (including, without limitation,
      an
      enforceability and corporate opinion with respect to each of NCI, Borrower
      and
      Guarantor, a perfection opinion with respect to Agent’s perfected security
      interest in the Collateral and the absence of any UCC filings naming NCI,
      Borrower or Guarantor, as the case may be, as debtor, and the Collateral, as
      collateral (other than any financing statement in favor of Agent), a
      non-consolidation opinion with respect to Guarantor and each of Borrower and
      NCI, and an opinion with respect to the Investment Company Act of 1940, each
      in
      form and substance acceptable to Agent), and (iv) a certified copy of the
      Company LLC Agreement and a certificate of good standing of the Company as
      of
      the date not more than ten (10) Business Days before the Closing
      Date.

     

    (d) Agent
      shall have completed examinations, the results of which shall be satisfactory
      in
      form and substance to Agent, of NCI, Borrower and Guarantor, including, without
      limitation, (i) an examination of (A) the terms and conditions of all
      obligations owed by NCI, Borrower or Guarantor deemed material by Agent, the
      results of which shall be satisfactory in form and substance to Agent, and
      (B)
      customer and dealer reference checks and calls, credit checks, and background
      checks with respect to the relevant key management and principals of, Borrower
      and Guarantor; (ii) an examination of the Collateral and the collateral set
      forth in the Guaranty or the NAC Guaranty, the financial statements and the
      books, records, business, obligations, financial condition and operational
      state
      of NCI, Borrower and Guarantor, and each of NCI, Borrower and Guarantor shall
      have demonstrated to Agent’s satisfaction, in its reasonable discretion, that
      (x) operations comply, in all respects deemed material by Agent, in its sole
      discretion, with all applicable federal, state, foreign and local laws, statutes
      and regulations, (y) operations are not the subject of any governmental
      investigation, evaluation or remedial action that could result in any
      expenditure or liability deemed material by Agent, in its sole discretion,
      and
      (z) it has no liabilities or obligations (whether contingent or otherwise)
      that
      are deemed material by Agent, in its sole discretion; and (iii) an examination
      of the cash management system of each of NCI, Borrower and
      Guarantor.

     

    
      
        
        

      

      
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    (e) Agent
      and
      the Lenders shall have received, or simultaneously therewith shall receive,
      all
      fees and expenses required to be paid by Borrower on or prior to the Closing
      Date.

     

    (f) all
      in
      form and substance satisfactory to Agent, in its sole discretion, Agent shall
      have received, or simultaneously therewith shall receive, such consents,
      licenses, Permits, approvals and agreements from such third parties as Agent
      and
      its counsel shall determine in their sole discretion are necessary or desirable
      with respect to (i) the Loan Documents and/or the transactions contemplated
      thereby, (ii) the pledge of the Pledged Shares, (iii) claims against NCI,
      Borrower, Guarantor or the Collateral, and/or (iv) agreements, documents or
      instruments to which Borrower is a party or by which any of its properties
      or
      assets is bound or subject;

     

    (g) Borrower
      shall (in its own name or through coverage provided by Guarantor) be in
      compliance with Section
      6.5
      and
Section 7.7
      hereof,
      and Agent shall have received, or simultaneously therewith shall receive,
      evidence satisfactory to Agent of all such required insurance policies and
      endorsements thereto and confirming that they are in effect and that the
      premiums due and owing with respect thereto have been paid in full;

     

    (h) no
      default (after any applicable grace or cure period has expired or been
      cancelled) shall exist pursuant to any obligations, if any, of NCI, Borrower
      or
      Guarantor under any material contract, and each of NCI, Borrower and Guarantor
      shall be in compliance with applicable laws, and there shall exist no fact,
      condition or circumstance that, with the passage of time, the giving of notice
      or both, would reasonably be expected to result in a Material Adverse Effect
      on
      NCI, Borrower and Guarantor;

     

    (i) none
      of
      NCI, Borrower, Guarantor or any principal or key management personnel of any
      of
      the foregoing, shall have been indicted or is under active investigation by
      a
      U.S. Attorney for a felony crime;

     

    (j) Agent
      shall have received, or simultaneously therewith shall receive, a control
      agreement, in form and substance contemplated hereby, covering the Blocked
      Account and each other Deposit Account of Borrower and NCI (other than the
      Interest Reserve Account and the Existing Accounts) providing, inter
      alia,
      that
      Agent, for the benefit of itself and the other Lenders, shall have a first
      priority perfected security interest in each account covered
      thereby;

     

    (k) Agent
      shall have received, or simultaneously therewith shall receive, evidence that
      the Blocked Account(s) and the Interest Reserve Account have been established;
      

    


    
      
        
        

      

      
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    (l) Borrower
      shall have paid, or simultaneously therewith shall pay, the broker fee owing
      to
      Sam DelPresto in connection with the transaction evidenced by the Loan
      Documents;

    


    (m) Guarantor
      shall have delivered, or simultaneously therewith shall deliver, to Agent the
      Guaranty and the Warrant Agreement, each duly executed by a Responsible Officer
      of Guarantor; 

    


    (n) each
      of
      the conditions precedent set forth in the Guaranty shall have been satisfied
      or
      simultaneously therewith shall be satisfied;

    


    (o) Agent
      shall have received, or simultaneously therewith shall receive, the Instruction
      Letter executed by NCI;

    


    (p) Borrower
      shall have made arrangements satisfactory to Agent for the prepayment of
      interest owing for the first six (6) months following the Closing
      Date;

    


    (q) Agent
      shall have received, or simultaneously therewith shall receive, from the
      Borrower a proposed sources and uses with respect to the proceeds of the Loan;
      

     

    (r) Agent
      shall have received, or simultaneously therewith shall receive, such other
      documents and items as Agent deems necessary, in its Permitted Discretion;
      and

    


    (s) Agent
      shall have received a written certificate, executed by each of (i) the Person
      serving as the initial Independent Director, (ii) a Responsible Officer of
      the
      Borrower and (iii) a Responsible Officer of NCI, certifying that such initial
      Independent Director meets all of the requirements set forth in the definition
      of the term “Independent Director”.

    


    
      	
              V.

            	
              REPRESENTATIONS
                AND WARRANTIES 

            


    

     

    Borrower
      represents and warrants as of the Closing Date as follows:

     

    5.1
      Organization
      and Authority.
      Each
      Borrower Entity (a) is duly organized, validly existing and in good standing
      under the laws of its state of organization, (b) has all requisite power and
      authority to own its properties and assets (including, without limitation,
      with
      respect to Borrower, the Collateral) and to carry on its business as now being
      conducted and as and to the extent contemplated in the Loan Documents, and
      has
      all governmental licenses, authorizations, consents and approvals, necessary
      to
      own its assets and carry on its business as now being or as proposed to be
      conducted, except where the lack of such licenses, authorizations, consents
      and
      approvals would not be reasonably likely to have a Material Adverse Effect
      on
      such Borrower Entity, (c) is duly qualified to do business in the jurisdictions
      set forth on Schedule
      5.1,
      which
      are all of the jurisdictions in which failure to so qualify would
      reasonably be likely to have or result in a
      Material Adverse Effect on such Borrower Entity and (d) is in compliance in
      all
      material respects with all Requirements of Law.

     

    5.2
      Loan
      Documents.
      The
      Loan
      Documents to which each Borrower Entity is a party have been duly executed
      and
      delivered by or on behalf of such Borrower Entity. The execution, delivery
      and
      performance by each Borrower Entity of the Loan Documents to which it is a
      party, and the consummation of the transactions contemplated thereby,
      (a) have been duly authorized by all requisite action of such Borrower
      Entity; (b) do not violate any provisions of (i) any applicable
      Requirements of Law, (ii) any order of any Governmental Authority binding
      on such Borrower Entity or any of its properties, or (iii) the
      organizational documents of such Borrower Entity, or any agreement between
      such
      Borrower Entity and its equity owners; (c) are not in conflict with, and do
      not
      result in a breach or default of or constitute an event of default, or an event,
      fact, condition or circumstance that, with notice or passage of time, or both,
      would constitute or result in a conflict, breach, default or event of default
      under, any indenture, agreement or other instrument to which such Borrower
      Entity is a party or by which the properties or assets of such Borrower Entity
      are bound, the effect of which would
      reasonably
      be expected to have or result in a Material Adverse Effect on such Borrower
      Entity; (d) except as set forth herein or therein, will not result in the
      creation or imposition of any Lien of any nature upon any of the properties
      or
      assets of such Borrower Entity, and (e) except for filings in connection
      with the perfection of Agent’s Liens, compliance with applicable federal and
      state securities laws and such other laws as may be applicable to the
      performance of its obligations hereunder, do not require the consent, approval
      or authorization of, or filing, registration or qualification with, any
      Governmental Authority or any other Person except as have obtained prior to
      the
      Closing Date. When executed and delivered, each of the Loan Documents to which
      either Borrower Entity is a party will constitute the legal, valid and binding
      obligation of such Borrower Entity, enforceable against such Borrower Entity
      in
      accordance with its terms, subject to the effect of any Debtor Relief Laws
      and
      to the application of principles of equity, which may limit the availability
      of
      equitable remedies (whether in a proceeding at law or in equity).

     

    
      
        
        

      

      
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    5.3
      Subsidiaries,
      Capitalization and Ownership Interests.
      Neither
      Borrower Entity has any Subsidiaries as of the Closing Date, other than NCI
      (which is a Subsidiary of Borrower) and the Company (which may be a Subsidiary
      of NCI). Schedule
      5.3
      states
      the authorized and issued capitalization of each Borrower Entity and the number
      and class of equity securities and/or ownership, voting or partnership interests
      issued and outstanding of each Borrower Entity and the record owners thereof
      (including options, warrants and other rights to acquire any of the foregoing)
      as of the Closing Date. The outstanding equity securities and/or ownership
      or
      voting interests of each Borrower Entity have been duly authorized and validly
      issued and, in the case of shares of capital stock only, are fully paid and
      nonassessable, and each Person listed on Schedule
      5.3
      as of
      the Closing Date owns of record all of the equity securities it is listed as
      owning free and clear of any Liens other than Liens created by the Loan
      Documents and Permitted Liens. Schedule
      5.3
      also
      lists the directors of each Borrower Entity as of the Closing Date.

     

    5.4
      Properties.
      Each
      Borrower Entity (a) is the sole owner of, and has good, valid and marketable
      title to, or a valid leasehold interest in, license of, or right to use, all
      of
      its properties and assets, whether personal or real, subject to no Liens of
      any
      kind except for Permitted Liens, and (b) is in compliance in all material
      respects with each lease or license to which it is a party or otherwise bound.
      Schedule
      5.4
      lists
      all real properties (and their locations) owned or leased by or to Borrower,
      and
      all leases of real property covering or with respect to such properties as
      of
      the Closing Date. The leases identified on Schedule
      5.4
      comprise
      all of the leases for real property used or otherwise related to the business
      of
      Borrower and such leases are in full force and effect. All personal property
      and
      assets of Borrower are in good repair, working order and condition (normal
      wear
      and tear excepted) and are suitable and adequate for the uses for which they
      are
      being used or are intended except where the failure to do so would not have
      a
      Material Adverse Effect on Borrower.

     

    
      
        
        

      

      
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    5.5
      Other
      Agreements.
      Neither
      Borrower Entity is (a) a party to any judgment, order or decree or any
      agreement, document or instrument, or subject to any restriction, that would
      materially adversely effect its ability to execute and deliver, or perform
      under, any Loan Document to which it is a party or to pay the Obligations it
      is
      obligated thereunder to pay, (b) in
      default in the performance, observance or fulfillment of any obligation,
      covenant or condition contained in any agreement, document or instrument to
      which it is a party or to which any of its properties or assets are subject,
      which default, if not remedied within any applicable grace or cure period,
      would
      reasonably be expected to be, have or result in a Material Adverse Effect on
      such Borrower Entity, nor is there any event, fact, condition or circumstance
      that would reasonably be expected to be, have or result in a Material Adverse
      Effect on such Borrower Entity, or (c) a party or subject to any agreement,
      document or instrument with respect to, or obligation to pay any, service or
      management fee with respect to, the ownership, operation, leasing or performance
      of any of its business. 

     

    5.6
      Litigation.
      There
      are
      no actions, suits, arbitrations, investigations or proceedings pending or,
      to
      the best of its knowledge, threatened against Borrower or any of its Affiliates
      or affecting any of the property thereof before any Governmental Authority,
      (i)
      as to which individually or in the aggregate there is a reasonable likelihood
      of
      an adverse decision that would be reasonably likely to have a Material Adverse
      Effect on either Borrower Entity or (ii) that questions the validity or
      enforceability of any of the Loan Documents to which either Borrower Entity
      is a
      party or any action to be taken in connection with the transactions contemplated
      hereby and with respect to which there is a reasonable likelihood of a Material
      Adverse Effect on either Borrower Entity or adverse decision.

     

    5.7
      Hazardous
      Materials.
      Each
      Borrower Entity is in compliance in all material respects with all applicable
      Environmental Laws, and it has not been notified of any action, suit, proceeding
      or investigation (a) relating in any way to non-compliance by or liability
      of
      such Borrower Entity under any Environmental Laws, (b) that otherwise alleges
      that such Borrower Entity has a liability or potential liability with respect
      to
      any Hazardous Substance or any Environmental Law, or (c) that seeks to suspend,
      revoke or terminate any license, permit or approval granted to such Borrower
      Entity and necessary for the generation, handling, storage, treatment or
      disposal of any Hazardous Substance.

     

    5.8
      Tax
      Returns; Governmental Reports; Taxes.
      Each
      Borrower Entity (a) has filed all federal, state, foreign (if applicable)
      and local tax returns and other reports that are required by law to be filed
      by
      such Borrower Entity, and (b) has paid all taxes, assessments, fees and
      other governmental charges, including, without limitation, payroll and other
      employment related taxes, in each case that are due and payable by such Borrower
      Entity, except only for items that such Borrower Entity is currently contesting
      in good faith and for which adequate reserves have been
      established.

     

    5.9
      Financial
      Statements and Reports.
      All
      financial statements and financial information relating to either Borrower
      Entity that have been delivered to Agent are (a) consistent with the books
      of account and records of such Borrower Entity, (b) have been prepared in
      accordance with GAAP, on a consistent basis throughout the indicated periods,
      except that the unaudited financial statements contain no footnotes or year-end
      adjustments, and (c) present fairly in all material respects the
      consolidated financial condition, assets and liabilities and results of
      operations of such Borrower Entity at the dates and for the relevant periods
      indicated in accordance with GAAP on a basis consistently applied. Neither
      Borrower Entity has any material obligations or liabilities of any kind required
      to be disclosed therein that are not disclosed in the financial statements
      of
      such Borrower Entity submitted to Agent, and since the date of the most recent
      financial statements submitted to Agent pursuant to Section
      6.1
      hereof,
      there has not occurred any Material Adverse Change to such Borrower Entity
      or
      Material Adverse Effect on such Borrower Entity or, to Borrower’s knowledge, any
      other event or condition that would reasonably be expected to be, have or result
      in a Material Adverse Effect on such Borrower Entity.

     

    
      
        
        

      

      
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    To
      the
      best of Borrower’s knowledge, the financial statements of the Company that have
      been delivered to Agent (i) are, as of the dates and for the periods referred
      to
      therein, complete and correct in all material respects, (ii) present fairly
      the
      financial condition and results of operations of the Company, as of the dates
      and for the periods indicated, and (iii) have been prepared in accordance with
      GAAP consistently applied, except as noted therein and that any such financial
      statements that are unaudited contain no footnotes or year-end adjustments.
      To
      the best of Borrower’s knowledge, since the date of the most recent financial
      statements of the Company, there has been no Material Adverse Change with
      respect to the Company. To the best of Borrower’s knowledge, except as disclosed
      in such financial statements, the Company is not subject to any contingent
      liabilities or commitments that, individually or in the aggregate, have a
      material possibility of causing a Material Adverse Change with respect to the
      Company.

     

    5.10 Compliance
      with Law; Business.
      Each
      Borrower Entity (a) is in compliance in all material respects with all
      Requirements of Law of any Governmental Authority applicable to such Borrower
      Entity and such Borrower Entity’s assets and/or operations and
      (b)
      is not in violation of any order of any Governmental Authority or other board
      or
      tribunal binding upon such Borrower Entity, except, in the case of both (a)
      and
      (b), where noncompliance or violation would
      not
      reasonably be expected to be, have or result in a
      Material Adverse Effect on such Borrower Entity. Neither Borrower Entity has
      received any notice that such Borrower Entity is not in material compliance
      in
      any respect with any of the requirements of any of the foregoing. Except as
      would not reasonably be expected to have or result in a Material Adverse Effect
      on either Borrower Entity, such Borrower Entity has not (i) engaged in any
      non-exempt prohibited transactions as defined in Section 406 of ERISA and
      Section 4975 of the Internal Revenue Code of 1986, as amended, and the
      rules and regulations promulgated thereunder (the “Code”),
      (ii)
      failed to meet any applicable minimum funding requirement under Section 302
      of ERISA with respect to any pension plan subject thereto or made any
      application for a funding waiver or delayed extension of any amortization period
      under Section 412(d) and (e) of the Code, (iii) knowledge of any event or
      occurrence that would cause the PBGC to institute proceedings under Title IV
      of
      ERISA to terminate any of its employee benefit plans, (iv) fiduciary
      responsibility under ERISA for investments with respect to any plan existing
      for
      the benefit of Persons other than its employees or former employees, or (v)
      withdrawn, completely or partially, from any multi-employer pension plans so
      as
      to incur liability under the Title IV of ERISA. With respect to each Borrower
      Entity, there exists no event described in Section 4043 of ERISA, excluding
      Subsections 4043(c)(2) and 4043(c)(3) thereof, for which the thirty (30) day
      notice period contained in the applicable regulations thereto has not been
      waived. Each Borrower Entity has maintained in all material respects all records
      required by any applicable Governmental Authority to be maintained. Neither
      Borrower Entity has engaged, directly or indirectly, in any business since
      its
      formation other than, in the case of NCI, the acquisition and ownership of
      the
      Membership Interest and making distributions to Guarantor and, in the case
      of
      Borrower, the acquisition and ownership of the Pledged Shares and making
      distributions to Guarantor.

     

    
      
        
        

      

      
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    5.11 Intellectual
      Property.
      Except
      as
      set forth on Schedule
      5.11,
      neither
      Borrower Entity owns, licenses or utilizes, nor is a party to, any patents,
      patent applications, registered trademarks, trademark applications, registered
      service marks, service mark applications, registered copyrights, domain name
      registrations, copyright applications, trade secrets, trade names, software
      (other than mass marketed, commercially available software) or licenses or
      other
      registrations or applications for registration of Intellectual Property. The
      items listed on Schedule
      5.11
      constitute all of the Intellectual Property (other than mass marketed,
      commercially available software) necessary or required for the operation of
      the
      Borrower Entities’ businesses as conducted as of the Closing Date, and the
      Borrower Entities own or have a valid and enforceable right to use all such
      Intellectual Property. All such items are in full force and effect, and none
      is
      in known conflict with the rights of others. Neither Borrower Entity is in
      breach of or default under the provisions of any license agreement, domain
      name
      registration or other agreement related to Intellectual Property, nor is there
      any event, fact, condition or circumstance that constitutes a breach or default
      with respect thereto that would reasonably be expected to be, have or result
      in
      a Material Adverse Effect on either Borrower Entity.

     

    5.12 Licenses
      and Permits; Labor.
      Each
      Borrower Entity is in compliance in all material respects with respect to,
      and
      has, all Permits necessary or required by applicable law or any Governmental
      Authority for the operation of its business as presently conducted and as
      currently proposed to be conducted, except where noncompliance, violation or
      lack thereof would not reasonably be expected to be, have or result in a
      Material Adverse Effect on such Borrower Entity. All licenses and Permits
      necessary or required by applicable law or Governmental Authority for the
      operation of either Borrower Entity is listed on Schedule
      5.12
      (which
      Borrower shall update and keep current at all times during the Term), and all
      such Permits are in full force and effect and not in known conflict with the
      rights of others, except where such conflict or lack of being in full force
      and
      effect would not reasonably be expected to be, have or result in a Material
      Adverse Effect on such Borrower Entity. Neither Borrower Entity has been
      involved in any labor dispute, strike, walkout or union organization that would
      reasonably be expected to be, have or result in a Material Adverse Effect on
      such Borrower Entity.

     

    5.13 No
      Default; Solvency.
      There
      does not exist any Default or Event of Default. Borrower is and, after giving
      effect to the transactions and the Indebtedness contemplated by the Loan
      Documents, will be solvent and able to meet its obligations and liabilities
      as
      they become due, and the assets of Borrower, at a Fair Valuation, exceed the
      total liabilities (including contingent, subordinated, unmatured and
      unliquidated liabilities) of Borrower, and no unreasonably small capital base
      with which to engage in its anticipated business exists with respect to
      Borrower. NCI is and, after giving effect to the transactions contemplated
      by
      the Loan Documents, will be solvent and able to meet its obligations and
      liabilities as they become due, and the assets of NCI, at a Fair Valuation,
      exceed the total liabilities (including contingent, subordinated, unmatured
      and
      unliquidated liabilities) of NCI, and no unreasonably small capital base with
      which to engage in its anticipated business exists with respect to
      NCI.

     

    
      
        
        

      

      
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    5.14 Disclosure.
      The
      information, reports, financial statements, exhibits and schedules furnished
      in
      writing to Agent by or on behalf of either Borrower Entity in connection with
      the negotiation, preparation or delivery of this Agreement and the other Loan
      Documents or included herein or therein or delivered pursuant hereto or thereto,
      when taken as a whole, do not contain any untrue statement of material fact
      or
      omit to state any material fact necessary to make the statements herein or
      therein, in light of the circumstances under which they were made, not
      misleading. All written information furnished after the date hereof by or on
      behalf of Borrower to Agent in connection with this Agreement and the other
      Loan
      Documents and the transactions contemplated hereby and thereby will be true,
      complete and accurate in all material respects, or (in the case of projections)
      based on reasonable estimates, on the date as of which such information is
      stated or certified. There is no fact known to a Responsible Officer of Borrower
      that, after due inquiry, would reasonably be expected to have a Material Adverse
      Effect on Borrower that has not been disclosed herein, in the other Loan
      Documents or in a report, financial statement, exhibit, schedule, disclosure
      letter or other writing furnished to Agent for use in connection with the
      transactions contemplated hereby or thereby.

     

    5.15 Existing
      Indebtedness; Investments, Guarantees and Certain Contracts.
      Neither
      Borrower Entity (a) has any outstanding Indebtedness or (b) owns or holds any
      equity or long-term debt investments in, or has any outstanding advances to
      or
      any outstanding guarantees for, the obligations of, or any outstanding
      borrowings from, any other Person, except (as to both clause (a) and (b)) as
      permitted under Section
      7.2
      hereof.
      Each Borrower Entity has performed all material obligations that is required
      to
      have been performed pursuant to or in connection with any of its Indebtedness
      (other than the payment by NCI of intercompany obligations owed to Guarantor),
      and there has occurred no breach, default or event of default under any document
      evidencing any such items or any fact, circumstance, condition or event that
      now
      continues and that, with the giving of notice or passage of time or both, would
      constitute or result in a breach, default or event of default
      thereunder.

     

    5.16 Affiliated
      Agreements.
      Except
      as
      set forth on Schedule
      5.16,
      there
      are no existing or proposed agreements, arrangements, understandings or
      transactions between either Borrower Entity, on the one hand, and such Borrower
      Entity’s officers, directors, stockholders, other equity holders, employees, or
      Affiliates or any members of their respective families, on the other
      hand.

     

    5.17 Insurance.
      As
      of the
      Closing Date, each Borrower Entity has (directly or as provided under coverage
      provided by Guarantor) in full force and effect such insurance policies as
      are
      listed on Schedule
      5.17.

     

    5.18 Names;
      Location of Offices, Records and Collateral; Deposit Accounts and Investment
      Property.
      During
      the preceding five (5) years, neither Borrower Entity has conducted business
      under or used any name (whether corporate, partnership or assumed) other than
      as
      shown on Schedule
      5.18A.
      Each
      Borrower Entity is the sole owner(s) of all of its names listed on Schedule
      5.18A,
      and any
      and all business done and invoices issued in such names are such Borrower
      Entity’s invoices for products and/or services provide by such Borrower Entity.
      Each Borrower Entity maintains, and during the preceding five (5) years (or,
      if
      shorter, for the period since commencement of its operations) has maintained,
      places of business and chief executive offices only at the locations set forth
      on Schedule
      5.18B
      or,
      after the Closing Date, as additionally disclosed to Agent in writing in
      accordance with Section
      7.4
      hereof,
      and all of the Collateral (in the case of Borrower) and its property (in the
      case of NCI) and all books and records in connection therewith or in any way
      relating thereto or evidencing the Collateral (in the case of Borrower) and
      its
      property (in the case of NCI) are located and shall be located only in and
      at
      such locations (other than (i) any Deposit Accounts and (ii) any Collateral
      in
      the possession or control of Agent or any of its agents or representatives).
      All
      of the Collateral is located only in the continental United States. Schedule
      5.18C
      lists
      all of the Deposit Accounts and Investment Property of each Borrower Entity
      as
      of the Closing Date. The organizational number of the Borrower is
      4192899.

     

    
      
        
        

      

      
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    5.19 Non-Subordination.
      The
      Obligations are not subordinated in any way to any other obligations of Borrower
      or to the rights of any other Person.

     

    5.20 Legal
      Investments.
      Neither
      Borrower Entity is engaged in the business of extending credit for the purpose
      of purchasing or carrying any “margin stock” or “margin security” (within the
      meaning of Regulations T, U or X issued by the Board of Governors of the Federal
      Reserve System), and no proceeds of the Loan will be used to purchase or carry
      any margin stock or margin security or to extend credit to others for the
      purpose of purchasing or carrying any margin stock or margin
      security.

     

    5.21 Broker’s
      or Finder’s Commissions.
      Except
      as
      set forth on the “Broker Schedule” attached hereto, no broker’s, finder’s or
      placement fee or commission will be payable to any broker or agent engaged
      by
      Borrower or any of its Affiliates or any of their officers, directors or agents
      with respect to the Loan or the transactions contemplated by the Loan Documents
      except for fees payable to Agent and the Lenders. Borrower agrees to indemnify
      Agent and the Lenders and hold each harmless from and against any claim, demand
      or liability for broker’s, finder’s or placement fees or similar commissions,
      whether or not payable by Borrower, alleged to have been incurred by or on
      behalf of Borrower or any of its Affiliates or any of their officers, directors
      or agents in connection with such transactions.

     

    5.22 Survival.
      Borrower
      hereby makes the representations and warranties contained herein with the
      knowledge and intention that Agent and the Lenders are relying and will rely
      thereon. All such representations and warranties will survive the execution
      and
      delivery of this Agreement, the Closing and the making of the Loan.

     

    
      
        
        

      

      
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    5.23 Corporate
      Separateness.

     

    (i)
      The
      capital of each Borrower Entity is adequate for the business and undertakings
      of
      such Borrower Entity.

    


    (ii)
      Each
      Borrower Entity does not:

     

    (b) Commingle
      its assets with the assets of any other entity;

    


    (c) Fail
      to
      use its own separate stationery, invoices and checks (to the extent applicable
      to, and actually used in, the conduct of its business);

    


    (d) Fail
      to
      pay its liabilities (including, as applicable, shared personnel and overhead
      expenses) from its own funds;

    


    (e) Fail
      to
      maintain its records (including financial statements), books and accounts
      separate and apart from any other person or entity;

    


    (f) Fail
      to
      maintain arm’s-length transactions with any of the Subsidiaries of Guarantor
      (with it being acknowledged and agreed that all transactions contemplated by
      the
      Loan Documents shall be deemed to have been entered into on an arm’s-length
      basis);

    


    (g) Fail
      to
      promptly correct any known misunderstandings regarding its separate identity
      from any other entity;

    


    (h) Guarantee
      or become obligated for the debts of any other Person other than pursuant to
      the
      NAC Guaranty;

    


    (i) Hold
      its
      credit out as being available to satisfy the obligations of others other than
      pursuant to the NAC Guaranty;

    


    (j) Pledge
      its assets for the benefit of any other entity or make any loans or advances
      to
      any entity other than (A) any loan owing by Borrower or NCI to Guarantor on
      the
      Closing Date, (B) the capital contribution to be made by Borrower to NCI on
      or
      about the Closing Date, (C) the payment and application by NCI to Guarantor
      of
      all or a portion of the amount so contributed in partial satisfaction of the
      intercompany account or obligations owed by NCI to Guarantor or (D) pursuant
      to
      the NAC Guaranty;

    


    (k) Acquire
      the obligations or securities of any of its shareholders;

    


    (l) Fail
      either to hold itself out as a separate legal entity or to conduct its business
      solely in its own name;

    


    (m) Fail
      to
      allocate fairly and reasonably any overhead expenses that are shared with the
      Subsidiaries of Guarantor or other Affiliate; or

    


    (n) Undertake
      any transaction in bad faith or with intent to delay, hinder or defraud any
      creditors thereof.

     

    
      
        
        

      

      
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    5.24 Independent
      Director.
      The
      board of directors of each Borrower Entity includes at least one Independent
      Director. 

     

    5.25 Investment
      Company Act.
      Neither
      Borrower Entity is an “investment company”, or a company “controlled” by an
“investment company”, within the meaning of the Investment Company Act of 1940,
      as amended. Neither Borrower Entity is subject to any Federal or state statute
      or regulation that limits its ability to incur indebtedness.

     

    5.26 Collateral;
      Collateral Security. 

     

    (i) Borrower
      has not assigned, pledged or otherwise conveyed or encumbered the Pledged Shares
      to any other Person (except for Permitted Liens and Liens to be released on
      or
      prior to the Closing Date), and immediately prior to the pledge of the Pledged
      Shares to Agent, Borrower was the sole owner of the Pledged Shares and had
      good
      and marketable title thereto, free and clear of all Liens, in each case except
      for (a) Liens to be released prior to or on the Closing Date and (b) Permitted
      Liens.

    


    (ii) The
      provisions of this Agreement are effective to create in favor of Agent a valid
      security interest in all right, title and interest of Borrower in, to and under
      the Collateral.

    


    (iii) Upon
      the
      filing of financing statements on Form UCC-1 naming Agent as “Secured Party” and
      Borrower as “Debtor”, and describing the Collateral, in the jurisdictions and
      recording offices listed on Schedule
      5.18B,
      the
      security interests granted hereunder in the Collateral will constitute fully
      perfected first priority security interests under the UCC in all right, title
      and interest of Borrower in, to and under such Collateral, which can be
      perfected by filing under the UCC.

    


    (iv) Borrower
      hereby makes the representations and warranties set forth in Annex
      II
      with
      respect to the Pledged Shares.

    


    (v) Except
      as
      provided in the Company LLC Agreement, NCI has not assigned, pledged or
      otherwise conveyed or encumbered the Membership Interest or any right therein,
      or with respect thereto, to any Person.

     

    5.27 Prior
      Agreements.
      Neither
      Borrower Entity is now, nor has either Borrower Entity previously been, party
      to
      any material contract or agreement other than (i) in the case of NCI, (A) the
      Loan Documents to which it is party and (B) the Company LLC Agreement, and
      (ii)
      in the case of Borrower, the Loan Documents to which it is party. The Borrower
      has not engaged in any prior business or transactions, other than in
      anticipation of the transactions contemplated by the Loan Documents. 

     

    
      	
              VI.

            	
              AFFIRMATIVE
                COVENANTS

            


    

     

    Borrower
      hereby covenants and agrees that, until full performance and satisfaction,
      and
      indefeasible payment in full in cash, of all the Obligations (other
      than indemnity obligations under the Loan Documents that are not then due and
      payable or for which any events or claims that would give rise thereto are
      not
      then pending):

     

    
      
        
        

      

      
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    6.1
      Financial
      Statements, Reports and Other Information.

     

    (a) Financial
      Reports of Borrower and Guarantor.
      Borrower shall furnish to Agent (i) as soon as available and in any event within
      ninety (90) calendar days after the end of each fiscal year ended January 31,
      the audited annual financial statements of Guarantor and its consolidated
      Subsidiaries on a consolidated, including the notes thereto, consisting of
      a
      balance sheet at the end of such completed fiscal year and the related
      statements of income, retained earnings, cash flows and owners’ equity for such
      completed fiscal year, which financial statements shall be prepared and
      certified without qualification by Grant Thornton LLP (or such other independent
      certified public accounting firm as may be approved by Agent, with such approval
      not be unreasonably withheld, delayed or conditioned) and accompanied by related
      management letters, if available, (ii) as soon as available and in any event
      within ninety (90) calendar days after the end of each fiscal year ended January
      31, the unaudited annual financial statements of each of NCI and Borrower (in
      each case on a consolidated basis with its consolidated Subsidiaries, if any),
      consisting of a balance sheet at the end of such completed fiscal year and
      the
      related statements of income, retained earnings, cash flows and owners’ equity
      for such completed fiscal year, (iii) as soon as available and in any event
      within forty-five (45) calendar days after the end of each fiscal quarter ended
      April 30, July 31 and October 31, unaudited financial statements of each of
      NCI,
      Borrower and Guarantor (in each case on a consolidated basis with its
      consolidated Subsidiaries, if any), consisting of a balance sheet and statements
      of income, retained earnings, cash flows and owners’ equity as of the end of the
      immediately preceding fiscal quarter, and (iv) as soon as available and in
      any
      event within thirty (30) calendar days after the end of each calendar month,
      unaudited financial statements of each of NCI, Borrower and Guarantor (in each
      case on a consolidated basis with its consolidated Subsidiaries, if any),
      consisting of a balance sheet and statements of income, retained earnings,
      cash
      flows and owners’ equity as of the end of the immediately preceding calendar
      month. All such financial statements shall be prepared in accordance with GAAP
      consistently applied with prior periods (subject, as to interim statements,
      to
      lack of footnotes and year-end adjustments). With each such financial statement
      delivered pursuant to clauses (i), (ii), (iii) and (iv) above, Borrower shall
      also deliver a compliance certificate of a Responsible Officer of Borrower
      in
      the form reasonably satisfactory to Agent stating that (A) each such financial
      statement is a true, complete and correct copy of such financial statement,
      (B)
      such person has reviewed the relevant terms of the Loan Documents and the
      condition of Borrower, and (C) no Default or Event of Default has occurred
      and
      is continuing, or, if any of the foregoing has occurred and is continuing,
      specifying the nature and status and period of existence thereof and the steps
      proposed to be taken with respect thereto. Such certificate shall be accompanied
      by the calculations necessary to show compliance with the financial covenants
      in
      a form satisfactory to Agent in its reasonable discretion. Notwithstanding
      anything contained herein, Borrower shall not be deemed to be in breach of
      its
      obligations hereunder with respect to the providing of any financial statements
      to Agent with respect to Guarantor and its consolidated Subsidiaries if such
      financial statements are provided to Agent within one (1) Business Day of being
      filed with the Securities and Exchange Commission and the same are timely filed
      with the Securities and Exchange Commission (inclusive of any permitted
      extension). Additionally, promptly, and in any event within ten (10) days after
      its receipt thereof Borrower shall provide to Agent a copy of (i) each monthly
      or other periodic financial statements of the Company, (ii) each request from
      the Company for additional capital contributions from its members and (iii)
      each
      written notice, written request or other official or substantive written
      communication received from the Company.

     

    
      
        
        

      

      
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    (b) Other
      Materials.
      Borrower shall furnish to Agent as soon as available, and in any event within
      thirty (30) calendar days after the preparation or issuance thereof or such
      other time as set forth below, as applicable: (i) any reports, returns,
      information, notices and other materials that Borrower shall send to its
      stockholder and/or directors generally or by class at any time, together with
      any and all supporting documentation related thereto, (ii) copies of any reports
      submitted to Borrower by its independent accountants in connection with any
      interim audit of the books of Borrower and copies of each management control
      letter provided by such independent accountants, (iii) copies of any and all
      materials, documents, instruments and other items that relate to, secure,
      evidence, give rise to or generate or otherwise relate to the Collateral, and
      (iv) such
      additional information, documents, statements, reports and other materials
      as
      Agent may reasonably request from time to time.
      Borrower
      shall furnish to Agent within thirty (30) calendar days after the end of each
      calendar month a report specifying all unpaid amounts, fees, payables and
      balances owing by Borrower to any Governmental Authority (other than for taxes)
      as of the last day of such ended calendar month. Borrower shall provide Agent
      with such other information regarding the financial condition, operations or
      business of Borrower as Agent may reasonably request from time to time. Borrower
      shall furnish, or cause NCI to furnish, to Agent as soon as available, and
      in
      any event within thirty (30) calendar days after the preparation or issuance
      thereof or such other time as set forth below, as applicable: (i) any
      reports, returns, information, notices and other materials that NCI shall send
      to its stockholder and/or directors generally or by class at any time, together
      with any and all supporting documentation related thereto, (ii) copies of any
      reports submitted to NCI by its independent accountants in connection with
      any
      interim audit of the books of NCI and copies of each management control letter
      provided by such independent accountants, (iii) copies of any and all materials,
      documents, instruments and other items that relate to, secure, evidence, give
      rise to or generate or otherwise relate to the Membership Interest, and (iv)
      such additional information, documents, statements, reports and other materials
      as Agent may reasonably request from time to time. Borrower shall furnish,
      or
      cause NCI to furnish, to Agent within thirty (30) calendar days after the end
      of
      each calendar month a report specifying all unpaid amounts, fees, payables
      and
      balances owing by NCI to any Governmental Authority (other than for taxes)
      as of
      the last day of such ended calendar month. Borrower shall provide, or cause
      NCI
      to provide, Agent with such other information regarding the financial condition,
      operations or business of NCI as Agent may reasonably request from time to
      time.

     

    (c) Notices.
      Borrower shall promptly, and in any event within five (5) Business Days after
      Borrower obtains knowledge thereof, notify Agent in writing of (i) any notice
      Borrower received of any claims, offsets or disputes asserted by the Company
      with respect to the Membership Interest, (ii) any pending or threatened
      litigation, suit, investigation, arbitration, dispute resolution proceeding
      or
      administrative or regulatory proceeding brought or initiated by or against
      either Borrower Entity or any of its property or assets to the extent
      (A) the amount in controversy exceeds $50,000 with respect to such Borrower
      Entity, individually, or $150,000 in the aggregate, or (B) to the extent
      any of the foregoing seeks injunctive relief, (iii) any Default or Event of
      Default, which notice shall specify the nature and status thereof, the period
      of
      existence thereof and what action is proposed to be taken with respect thereto,
      (iv) any other development, event, fact, circumstance or condition that
      would reasonably be expected to be, have or result in a Material Adverse Effect
      on either Borrower Entity, in each case describing the nature and status thereof
      and the action proposed to be taken with respect thereto, (v) any matter(s)
      in the amount of $50,000 in existence at any one time affecting the value,
      enforceability or collectability of any Collateral, (vi) receipt of any material
      notice or request from any Governmental Authority regarding any liability or
      claim of liability in the amount equal to or exceeding $50,000 with respect
      to
      either Borrower Entity, individually, or $150,000 in the aggregate, (vii)
      receipt of any notice or document by Borrower regarding any lease of real
      property of either Borrower Entity (and such notice shall include a copy of
      the
      notice or document), (viii) any lease of real property entered into by
      either Borrower Entity after the Closing Date, (ix) the filing, recording
      or assessment of any federal, state, local or foreign Tax Lien against the
      Collateral, (x) any action taken or threatened to be taken by any
      Governmental Authority (or any notice of any of the foregoing) with respect
      to
      either Borrower Entity that would reasonably be expected to be, have or result
      in a Material Adverse Effect on such Borrower Entity or with respect to any
      Collateral, (xi) any change in the corporate name of either Borrower Entity,
      (xii) the loss, termination or expiration of any contract to which either
      Borrower Entity is a party or by which its properties or assets are subject
      or
      bound where such loss, termination or expiration would reasonably be expected
      to
      be, have or result in a Material Adverse Effect on such Borrower Entity and/or
      (xiii) the occurrence of any event, or the existence of any condition, that
      would reasonably be expected to have a Material Adverse Effect on such Borrower
      Entity (exclusive, however, in case of any such event or condition referred
      to
      in this clause (xiii), any adverse effect, event, occurrence, state of facts,
      development or consequences arising from or relating to (A) conditions affecting
      generally the industry or market in which either Borrower Entity or the Company
      participates; (B) changes in law, rules, regulations, orders or other binding
      directives issued by any governmental authority; (C) either Borrower Entity’s
      performance of, or compliance with, the terms of, or the taking of any action
      required by, this Agreement or any other Loan Document; or (D) any act or
      omission by Agent or any of the Lenders or any employee, agent or other
      representative thereof).

     

    
      
        
        

      

      
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    (d) Deposit
      Accounts, Other Accounts and Investment Property.
      Borrower shall (i) promptly, and in any event within five (5) Business Days
      after Borrower (A) establishes any Deposit Account (other than the Existing
      Accounts), securities account, money market account or any similar account,
      or
      (B) becomes the owner of any Investment Property (other than any interest in
      the
      Company), in each case, on and with respect to which Agent does not have a
      perfected, first priority Lien, notify Lender of such, and thereafter (ii)
      deliver to Agent, within ten (10) Business Days, documentation to perfect
      Agent’s Lien thereon and provide Agent control of, in each case in form and
      substance reasonably acceptable.

    


    (e) Financial
      Reports of Company.
      Borrower shall cause NCI to furnish to Agent, as soon as available (and in
      any
      event within five (5) Business Days after receipt thereof by NCI), a copy of
      all
      financial statements and other reports (including financial reports) and notices
      received by NCI with respect to the Company, in each case accompanied by a
      certificate of a Responsible Officer of Borrower, in form and substance
      reasonably satisfactory to Agent, stating that such financial statements,
      reports and notices, as appropriate, are true, complete and correct copies
      of
      the items received from the Company.

     

    
      
        
        

      

      
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    6.2
      Payment
      of Obligations.
      Borrower shall make or cause to be made full and timely indefeasible payment
      in
      cash of the principal of and interest on the Loan and all other Obligations
      when
      due and payable (other
      than indemnity obligations under the Loan Documents that are not then due and
      payable or for which any events or claims that would give rise thereto are
      not
      then pending).

     

    6.3
      Conduct
      of Business and Maintenance of Existence and Assets.
      Except
      as
      otherwise prescribed in any of the Loan Documents (including, without
      limitation, Sections
      7.2
      and
7.5
      hereof),
      Borrower shall (a) conduct its business in compliance with its Governing
      Agreement, (b) maintain all of its Collateral used or useful in its business
      in
      good repair, working order and condition (normal wear, tear and obsolescence
      excepted and except as may be disposed of in the ordinary course of business
      and
      in accordance with the terms of the Loan Documents), (c) from time to time
      to
      make all necessary repairs, renewals and replacements thereof (except for such
      as are no longer necessary for the conduct of Borrower’s business);
      (d) maintain and keep in full force and effect its existence all material
      Permits and qualifications to do business and good standing in its jurisdiction
      of formation and each other jurisdiction in which the ownership or lease of
      property or the nature of its business makes such Permits or qualification
      necessary and in which failure to maintain such Permits or qualification
would
      reasonably be expected to be, have or result in a
      Material Adverse Effect on Borrower; (e) remain in good standing and maintain
      operations in all jurisdictions in which currently located, except where the
      failure to remain in good standing or maintain operations could not reasonably
      be expected to be, have or result in a Material Adverse Effect on Borrower,
      and
      (f) maintain, comply with and keep in full force and effect its existence and
      all Intellectual Property necessary to conduct its business, except in each
      case
      where the failure to maintain, comply with or keep in full force and effect
      would not reasonably be expected to be, have or result in a Material Adverse
      Effect on Borrower. Except
      as
      otherwise prescribed in any of the Loan Documents (including, without
      limitation, Sections
      7.2
      and
7.5
      hereof),
      Borrower shall cause NCI to (a) conduct its business in compliance with its
      Governing Agreement, (b) maintain all of its property used or useful in its
      business in good repair, working order and condition (normal wear, tear and
      obsolescence excepted and except as may be disposed of in the ordinary course
      of
      business and in accordance with the terms of the Loan Documents), (c) from
      time
      to time to make all necessary repairs, renewals and replacements thereof (except
      for such as are no longer necessary for the conduct of NCI’s business);
      (d) maintain and keep in full force and effect its existence all material
      Permits and qualifications to do business and good standing in its jurisdiction
      of formation and each other jurisdiction in which the ownership or lease of
      property or the nature of its business makes such Permits or qualification
      necessary and in which failure to maintain such Permits or qualification would
      reasonably be expected to be, have or result in a Material Adverse Effect on
      NCI; (e) remain in good standing and maintain operations in all jurisdictions
      in
      which currently located, except where the failure to remain in good standing
      or
      maintain operations could not reasonably be expected to be, have or result
      in a
      Material Adverse Effect on NCI, and (f) maintain, comply with and keep in full
      force and effect its existence and all Intellectual Property necessary to
      conduct its business, except in each case where the failure to maintain, comply
      with or keep in full force and effect would not reasonably be expected to be,
      have or result in a Material Adverse Effect on NCI.

     

    
      
        
        

      

      
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    6.4
      Compliance
      with Legal and Other Obligations.
      Except
      as
      otherwise prescribed in any of the Loan Documents (including, without
      limitation, Sections
      7.2
      and
7.5
      hereof),
      Borrower shall (a) comply in all material respects with all Requirements of
      Law of all Governmental Authorities applicable to it or its business, assets
      or
      operations, (b) pay (or arrange for payment of) all taxes (including any real
      estate taxes), assessments, fees, governmental charges, claims for labor,
      supplies, rent and all other obligations or liabilities of any kind, except
      liabilities being contested in good faith and against which adequate reserves
      have been established, (c) perform in accordance with its terms each contract,
      agreement or other arrangement to which it is a party or by which it or any
      of
      the Collateral is bound, and (d) properly file all reports required to be filed
      with any Governmental Authority, except under clauses (a), (b), (c), and/or
      (d)
      where the failure to comply, pay, file or perform would not reasonably be
      expected to be, have or result in a Material Adverse Effect on Borrower. Except
      as otherwise prescribed in any of the Loan Documents (including, without
      limitation, Sections
      7.2
      and
7.5
      hereof),
      Borrower shall cause NCI to (a) comply in all material respects with all
      Requirements of Law of all Governmental Authorities applicable to NCI or its
      business, assets or operations, (b) pay (or arrange for payment of) all taxes
      (including any real estate taxes), assessments, fees, governmental charges,
      claims for labor, supplies, rent and all other obligations or liabilities of
      any
      kind, except liabilities being contested in good faith and against which
      adequate reserves have been established, (c) perform in accordance with its
      terms each contract, agreement or other arrangement to which it is a party
      or by
      which it or any of the Collateral is bound, and (d) properly file all reports
      required to be filed with any Governmental Authority, except under clauses
      (a),
      (b), (c), and/or (d) where the failure to comply, pay, file or perform would
      not
      reasonably be expected to be, have or result in a Material Adverse Effect on
      NCI.

     

    6.5
      Insurance. 

     

    (a) To
      the
      extent that Borrower acquires any tangible property other than the Pledged
      Shares having a fair market value in excess of $250,000, Borrower shall (i)
      keep
      such property adequately insured in all material respects (subject to customary
      exceptions and deductibles) against losses, damages and hazards as are
      customarily insured against by businesses of similar size engaging in similar
      activities or lines of business or owning similar assets or properties and
      at
      least the minimum amount (if any) required by this Agreement, applicable law
      and
      any agreement to which Borrower is a party or pursuant to which Borrower
      provides any services, including, without limitation, liability, errors and
      omissions and property and business interruption insurance, as applicable and
      (ii) maintain general liability insurance (subject to customary exceptions
      and
      deductibles) at all times against liability on account of damage to Persons
      and
      property having such limits, deductibles, exclusions and co-insurance and other
      provisions as are customary for a business of a similar size engaged in
      activities similar to those of Borrower. To the extent that NCI acquires any
      tangible property other than the Membership Interest having a fair market value
      in excess of $250,000, Borrower shall cause NCI to (i) keep such property
      adequately insured in all material respects (subject to customary exceptions
      and
      deductibles) against losses, damages and hazards as are customarily insured
      against by businesses of similar size engaging in similar activities or lines
      of
      business or owning similar assets or properties and at least the minimum amount
      (if any) required by this Agreement, applicable law and any agreement to which
      NCI is a party or pursuant to which NCI provides any services, including,
      without limitation, liability, errors and omissions and property and business
      interruption insurance, as applicable and (ii) maintain general liability
      insurance (subject to customary exceptions and deductibles) at all times against
      liability on account of damage to Persons and property having such limits,
      deductibles, exclusions and co-insurance and other provisions as are customary
      for a business of a similar size engaged in activities similar to those of
      NCI.
      Each of the foregoing insurance policies of Borrower or NCI (as the case may
      be)
      and related coverage levels shall (i) be reasonably satisfactory in form
      and substance to Agent, (ii) name Agent, for the benefit of itself and the
      other
      Lenders, as a loss payee or additional insured thereunder, as applicable, and
      (iii) expressly provide that such insurance policies and coverage levels cannot
      be altered, amended or modified in any manner that is adverse to Agent and/or
      the Lenders, or canceled or terminated without at least thirty (30) calendar
      days’ prior written notice to Agent, and that they inure to the benefit of Agent
      and the Lenders, notwithstanding any action or omission or negligence of or
      by
      Borrower or NCI or any insured thereunder. 

    


    
      
        
        

      

      
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    (b) Borrower
      shall cause NCI to forward to Agent promptly upon NCI’s receipt thereof a copy
      of the annual insurance certificate evidencing the insurance coverage maintained
      by the Company with respect to the Angelika Theatre (as such term is defined
      in
      the Company LLC Agreement).

     

    6.6
      True
      Books.
      Borrower
      shall (a) keep true, complete and accurate (in accordance with GAAP, except
      for
      the omission of footnotes and year-end adjustments in interim financial
      statements) books of record and account in accordance with commercially
      reasonable business practices in which true and correct entries are made of
      all
      of its dealings and transactions in all material respects; and (b) set up and
      maintain on its books such reserves as may be required by GAAP with respect
      to
      doubtful accounts and all taxes, assessments, charges, levies and claims with
      respect to its business. Borrower shall cause NCI to (a) keep true, complete
      and
      accurate (in accordance with GAAP, except for the omission of footnotes and
      year-end adjustments in interim financial statements) books of record and
      account in accordance with commercially reasonable business practices in which
      true and correct entries are made of all of its dealings and transactions in
      all
      material respects; and (b) set up and maintain on its books such reserves as
      may
      be required by GAAP with respect to doubtful accounts and all taxes,
      assessments, charges, levies and claims with respect to its
      business.

     

    6.7
      Inspection;
      Periodic Audits; Quarterly Review.
      Borrower
      shall permit the representatives of Agent and each Lender, or any legal counsel,
      independent contractor, auditor or consultant engaged by Agent (collectively,
      the “Agent
      Representatives”),
      from
      time to time during normal business hours and upon reasonable advance notice,
      to
      (a) visit and inspect any of Borrower’s offices or properties or any other place
      where the Collateral is located to inspect the Collateral and/or to examine
      and/or audit all of Borrower’s books of account, records, reports and other
      papers, (b) make copies and extracts therefrom, and (c) discuss
      Borrower’s business, operations, prospects, properties, assets, liabilities
      and/or condition with its officers and independent public accountants
(and
      by
      this provision such officers and accountants are authorized to discuss the
      foregoing); provided, however, that no such notice shall be required so long
      as
      a Default or an Event of Default has occurred and is continuing and, provided,
      further, however, that the right granted above shall not be exercised in a
      manner that would interfere with the conduct of Borrower’s business. Borrower’s
      officers (subject to their reasonable availability) and Agent or any Agent
      Representatives shall meet upon the request and reasonable prior notice of
      Agent
      (which meeting may take place telephonically if requested by Agent) to review
      Borrower’s business, operations, prospects, properties, assets, liabilities
      and/or condition. Borrower shall cause NCI to permit the representatives of
      Agent and each Lender, or any Agent Representative, from time to time during
      normal business hours and upon reasonable advance notice, to (a) visit and
      inspect any of NCI’s offices or properties or any other place where property of
      NCI is located to inspect such property and/or to examine and/or audit all
      of
      NCI’s books of account, records, reports and other papers, (b) make copies
      and extracts therefrom, and (c) discuss NCI’s business, operations,
      prospects, properties, assets, liabilities and/or condition with its officers
      and independent public accountants (and by this provision such officers and
      accountants are authorized to discuss the foregoing); provided, however, that
      no
      such notice shall be required so long as a Default or an Event of Default has
      occurred and is continuing and, provided, further, however, that the right
      granted above shall not be exercised in a manner that would interfere with
      the
      conduct of NCI’s business. NCI’s officers (subject to their reasonable
      availability) and Agent or any Agent Representatives shall meet upon the request
      and reasonable prior notice of Agent (which meeting may take place
      telephonically if requested by Agent) to review NCI’s business, operations,
      prospects, properties, assets, liabilities and/or condition. Except following
      and during the continuation of an Event of Default, the rights granted under
      this Section
      6.7
      (or any
      similar or parallel rights) shall not be exercisable more than twice with during
      any period of twelve consecutive months.

     

    
      
        
        

      

      
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    So
      long
      as no Event of Default shall have occurred and be continuing, Agent and the
      Lenders shall be responsible for the payment of the costs and expenses incurred
      in connection with such inspections and examinations, except that Borrower
      shall
      reimburse Agent and the Lenders for the reasonable expenses paid by Agent or
      the
      Lenders to third parties in connection with such examination. So long as an
      Event of Default shall have occurred and be continuing, Borrower will reimburse
      Agent and the Lenders for the reasonable costs and expenses incurred by them
      in
      connection with such inspections and examinations.

     

    6.8
      Further
      Assurances; Post Closing.
      At
      Borrower’s cost and expense, Borrower shall (a) within five (5) Business
      Days (or such longer period in the case of actions involving third parties
      as
      may be reasonably necessary under the circumstances) after Agent’s request
      therefore, duly execute and deliver such further agreements, assignments,
      instructions or documents as Agent may reasonably request, and use reasonable
      commercial efforts to take such further actions, and to obtain such consents
      and
      approvals, as Agent may reasonably request, in order to effectuate the purposes,
      terms and conditions of the Loan Documents and the consummation of the
      transactions contemplated thereby, whether before, at or after the performance
      and/or consummation of the transactions contemplated hereby or the occurrence
      and during the continuation of a Default or Event of Default, and (b) upon
      the
      exercise by Agent or any Lender during the continuation of an Event of Default
      of any power, right, privilege or remedy pursuant to any Loan Document that
      requires any consent, approval, registration, qualification or authorization
      of
      another Person (including, without limitation, any Governmental Authority),
      execute and deliver, or cause the execution and delivery of, all applications,
      certificates, instruments and other documents that may be so required in order
      to obtain such consent, approval, registration, qualification or authorization.
      Agent may, at any time and from time to time, request a certificate from an
      officer of Borrower representing that all conditions precedent to the making
      of
      the Loan contained herein have been satisfied. Agent may, at its option, cease
      to make any further loan until Agent has received such certificate and Agent
      has
      determined, in its sole and absolute discretion, that such conditions are
      satisfied.

     

    
      
        
        

      

      
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    6.9
      Payment
      of Indebtedness.
      Except
      as
      otherwise prescribed in any of the Loan Documents (including, without
      limitation, Sections
      7.2
      and
7.5
      hereof),
      Borrower shall pay, discharge or otherwise satisfy when due and payable (subject
      to applicable grace periods and, in the case of trade payables, to ordinary
      course of payment practices) all of its obligations and liabilities, except
      when
      the amount or validity thereof is being contested in good faith by appropriate
      proceedings and such reserves shall have been made in accordance with GAAP
      consistently applied and consistent with past practices. Except as otherwise
      prescribed in any of the Loan Documents (including, without limitation,
Sections
      7.2
      and
7.5
      hereof),
      Borrower shall cause NCI to pay, discharge or otherwise satisfy when due and
      payable (subject to applicable grace periods and, in the case of trade payables,
      to ordinary course of payment practices) all of its obligations and liabilities,
      except when the amount or validity thereof is being contested in good faith
      by
      appropriate proceedings and such reserves shall have been made in accordance
      with GAAP consistently applied and consistent with past practices.

     

    6.10
      Other
      Liens.
      If
      Liens
      other than Permitted Liens exist with respect to any of the Collateral, Borrower
      promptly shall take all actions, and execute and deliver all documents and
      instruments, necessary to release and terminate such Liens. 

     

    6.11
      Use
      of
      Proceeds.
      Borrower
      shall use the proceeds from the Loan only for the purposes set forth in the
      recitals to this Agreement.

     

    6.12
      Collateral
      Documents; Security Interest in Collateral.

     

    (a) On
      demand
      of Agent, Borrower shall make available to Agent copies of any and all
      documents, instruments, materials and other items that relate to, secure,
      evidence, give rise to or generate or otherwise involve the Collateral. Borrower
      shall (i) execute, obtain, deliver, file, register and/or record any and all
      financing statements, continuation statements, stock powers, instruments and
      other documents, or cause the execution, filing, registration, recording or
      delivery of any and all of the foregoing, that are necessary or required under
      law or otherwise or reasonably requested by Agent to be executed, filed,
      registered, obtained, delivered or recorded to create, maintain, perfect,
      preserve, validate or otherwise protect the pledge of the Collateral to Agent’s
      perfected first priority Lien
      on
      the Collateral (and Borrower irrevocably grants Agent the right, at Agent’s
      option, to file any or all of the foregoing), (ii) maintain, or cause to be
      maintained, at all times, the pledge of the Collateral to Agent and Agent’s
      perfected first priority and perfected Lien on the Collateral, and (iii) defend
      the Collateral and Agent’s first priority and perfected Lien thereon against all
      claims and demands of all Persons at any time claiming the same or any interest
      therein adverse to Agent (except for Permitted Liens), and pay all costs and
      expenses (including, without limitation, reasonable in-house documentation
      and
      diligence fees and reasonable legal expenses and reasonable attorneys’ fees and
      expenses) in connection with such defense, which may, at Agent’s reasonable
      discretion, be added to the Obligations.

    


    (b) If,
      after
      the date hereof, Borrower shall (i) obtain any domain names, (ii) any registered
      Trademark or Patent or Copyright, or apply for any such registration in the
      United States Patent and Trademark Office or the United States Copyright Office,
      as applicable, or in any similar office or agency in the United States, any
      state thereof, any political subdivision thereof or in any other country, or
      (iii) becomes the owner of any Trademark, Patent or Copyright registrations
      or
      applications for Trademark, Patent or Copyright registration used in the United
      States or any state thereof, political subdivision thereof or in any other
      country, the provisions of Section
      2.12
      hereof
      shall automatically apply thereto. Upon the request of Agent, Borrower shall,
      or
      shall use reasonable commercial efforts to cause the applicable Person to,
      promptly execute and deliver to Agent any and all such collateral assignments,
      agreements, instruments, documents and other papers as may be reasonably
      requested by Agent to evidence the security interest in and collateral
      assignment of Borrower’s right, title and interest in such Trademark, Patent or
      Copyright, as the case may be, in favor of Agent, for the benefit of itself
      and
      the other Lenders. Borrower shall use commercially reasonable efforts to: (i)
      prosecute diligently its Trademark, Patent or Copyright application at any
      time
      pending; (ii) make application for registration or issuance of all new
      Trademarks, Patents and Copyrights as reasonably deemed appropriate by Borrower;
      (iii) preserve and maintain all rights in such Intellectual Property; and (iv)
      use reasonable commercial efforts to obtain any consents, waivers or agreements
      necessary to enable Agent to exercise its remedies with respect to such
      Intellectual Property. Borrower shall not abandon any material right to file
      a
      Trademark, Patent or Copyright application nor shall Borrower abandon any
      material pending Trademark, Patent or Copyright application, or material
      Trademark, Patent or Copyright without the prior written consent of
      Agent.

     

    
      
        
        

      

      
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    6.13
      Independent
      Director.
      At
      least one member of the Board of Directors of each Borrower Entity shall be
      an
      Independent Director who is reasonably acceptable to Agent (with it being agreed
      and understood that the failure of a Borrower Entity to comply with this
Section
      6.13
      on
      account of the death, resignation or removal for cause from the Board of
      Directors of such Borrower Entity of an individual who is an Independent
      Director shall not constitute a Default or Event of Default under this Agreement
      provided that such Borrower Entity, within sixty (60) days after the date on
      which such vacancy occurs, fills the vacancy created thereby in the Board of
      Directors of such Borrower Entity with another individual who is an Independent
      Director reasonably acceptable to Agent). The Agent and the Lender hereby
      acknowledge that Michael Preston is acceptable as the initial Independent
      Director of each Borrower Entity.

     

    6.14
      Taxes
      and Other Charges.
      All
      payments and reimbursements to Agent, for the benefit of itself and the other
      Lenders, made under any Loan Document shall be free and clear of and without
      deduction for all taxes, levies, imposts, deductions, assessments, charges
      or
      withholdings, and all liabilities with respect thereto of any nature whatsoever
      (“Taxes”),
      excluding taxes to the extent imposed on Agent’s or any Lender’s net income. If
      Borrower shall be required by law to deduct any such amounts from or in respect
      of any sum payable under any Loan Document to Agent, for the benefit of itself
      and the other Lenders, then the sum payable to Agent, for the benefit of itself
      and the other Lenders, shall be increased as may be necessary so that, after
      making all required deductions, Agent, for the benefit of itself and the other
      Lenders, receives an amount equal to the sum it would have received had no
      such
      deductions been made. In the event of any withholding by Borrower of any Taxes
      as contemplated by the foregoing with respect to any pay to Agent or any Lender
      and the payment thereof to any taxing authority, Agent or such Lender (as the
      case may be) shall promptly make application for the refund or other credit
      of
      the amount so withheld, and to the extent that Agent or such Lender (as the
      case
      may be) receives a refund or credit against Taxes due on account of the amount
      so withheld, Agent or such Lender (as the case may be) shall promptly pay the
      same over to Borrower. Notwithstanding any other provision of any Loan Document,
      if at any time after the Closing or the making of the Loan (a) any change in
      any
      existing law, regulation, treaty or directive or in the interpretation or
      application thereof, (b) any new law, regulation, treaty or directive enacted
      or
      any interpretation or application thereof, or (c) compliance by Agent with
      any
      request or directive (whether or not having the force of law) from any
      Governmental Authority: (i) subjects Agent and/or any Lender to any Taxes of
      any
      kind whatsoever with respect to any Loan Document, or changes the basis of
      taxation of payments to any Lender of any amount payable thereunder (except
      for
      net income taxes, or franchise taxes imposed in lieu of net income taxes,
      imposed generally by federal, state or local taxing authorities with respect
      to
      interest or Upfront Fees or other fees or amounts payable hereunder or changes
      in the rate of tax on the overall net income of Agent or any Lender), or (c)
      imposes on Agent and/or any Lender any other condition or increased cost in
      connection with the transactions contemplated thereby or participations therein;
      and the result of any of the foregoing is to increase the cost to Agent and/or
      any Lender of making or continuing or maintaining the Loan hereunder or to
      reduce any amount receivable hereunder, then, in any such case, Borrower shall
      promptly pay to Agent, for the benefit of itself and the other Lenders, any
      additional amounts necessary to compensate Agent and/or the Lenders, on an
      after-tax basis, for such additional cost or reduced amount. If Agent or any
      Lender becomes entitled to claim any additional amounts pursuant to this
Section
      6.14,
      it
      shall promptly give Borrower written notice of the event by reason of which
      Agent or such Lender has become so entitled and, in reasonable detail, how
      such
      amount was determined, and each such notice of additional amounts payable
      pursuant to this Section
      6.14
      submitted by Agent and/or any Lender to Borrower shall, absent manifest error,
      be final, conclusive and binding for all purposes. Borrower shall not be
      required to pay to Agent or any such Lender any such amount that has arisen
      or
      accrued more than thirty (30) days prior to the date of Borrower’s receipt of
      such written notice. In the event Agent or any Lender provides any such notice
      to Borrower, then (notwithstanding anything contained herein to the contrary)
      Borrower may thereafter prepay, in whole or in part and without any premium
      or
      penalty (including the Exit Fee), the outstanding amount of the Loan made by
      Agent or such Lender.

     

    
      
        
        

      

      
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    6.15
      Delivery
      of Information.
      Unless
      otherwise specified by Agent, Borrower shall deliver all reports and asset-level
      information required to be delivered to Agent hereunder to be delivered to
      Agent
      electronically through an electronic system that is reasonably acceptable to
      Agent.

     

    6.16
      Use
      of
      Premises of Company.
      Prior
      to the expiration of the Term or, if earlier, the satisfaction of the
      Obligations (other
      than indemnity obligations under the Loan Documents that are not then due and
      payable or for which any events or claims that would give rise thereto are
      not
      then pending) Borrower
      shall cause NCI to use reasonable efforts to cause the Company to allow Agent
      to
      hold three benefits during any Loan Year (where “Loan
      Year”
means
      a
      twelve-month period commencing on the Closing Date (or any anniversary thereof)
      and ending on the day immediately preceding the following anniversary of the
      Closing Date), free of charge to Agent (subject to the following proviso),
      at
      the Angelika Theatre, located in downtown New York City, on upon dates mutually
      agreeable to Agent and the Company; provided that (a) such benefits shall not
      be
      held at any time, for any duration, in any manner or for any purpose that would
      disrupt or disturb the Company’s theatre operations, conflict with the nature or
      character of the facility or otherwise materially interfere with the normal
      operations of the Company’s business and (b) the Borrower Entities shall not be
      obligated to expend more than $10,000 for any catering or other out-of-pocket
      expenses (inclusive of out-of-pocket reimbursements paid by either Borrower
      Entity to the Company or any other Person that is not an Affiliate of such
      Borrower Entity) associated with any such benefit. 

     

    
      
        
        

      

      
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    6.17
      Financial
      Covenants.

     

    (a) The
      aggregate amount of distributions received by NCI from the Company and paid
      to
      Agent and/or the Lenders in the twelve month period ending on the second
      anniversary of the Closing Date shall not be less than Five Hundred Thousand
      Dollars ($500,000). For purposes of calculating compliance with the provisions
      of this Section
      6.17(a),
      all
      amounts on deposit in the Interest Reserve Account on the second anniversary
      of
      the Closing Date shall, solely for purposes of this covenant, be treated as
      having been received by NCI from the Company and paid to Agent and/or the
      Lenders in the twelve month period ending on the second anniversary of the
      Closing Date.

     

    (b)The
      aggregate amount of funds paid by, or on behalf of, Borrower to Agent and/or
      the
      Lenders (inclusive of any payment made from the Blocked Account, otherwise
      by
      NCI or by Guarantor) during the twenty-four month period ended on the second
      anniversary of the Closing Date shall not be less than One Million, Two Hundred
      Fifty Dollars ($1,250,000).

     

    6.18
      Consolidated
      Tax Returns.
      The
      Borrower shall make all elections, and shall cause NCI to make all elections,
      necessary for Borrower and NCI to be included in a consolidated income tax
      return with the Guarantor and its Subsidiaries. 

     

    6.19
      Existing
      Accounts.
      Borrower shall close, and shall cause NCI to close, each of the Existing
      Accounts by not later than the fifth Business Day following the Closing
      Date. 

     

    
      	
              VII.

            	
              NEGATIVE
                COVENANTS

            


    

     

    Borrower
      covenants and agrees that, until full performance and satisfaction, and
      indefeasible payment in full in cash, of all the Obligations (other
      than indemnity obligations under the Loan Documents that are not then due and
      payable or for which any events or claims that would give rise thereto are
      not
      then pending):

     

    7.1
      Corporate
      Separateness.
      Borrower shall not, and shall not cause or permit NCI to:

     

    
      
        
        

      

      
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              	(i)	
                Commingle
                  its
                  assets with the assets of any other
                  entity;

              


      

    

    


    
      	
            	(ii)	
              Fail
                to use its own separate stationery, invoices and checks (to the extent
                applicable to, and actually used in, the conduct of its
                business);

            


    

    


    
      	
            	(iii)	
              Except
                as otherwise prescribed in any of the Loan Documents (including,
                without
                limitation, Sections
                7.2
                and 7.5
                hereof), fail to pay its liabilities (including, as applicable, shared
                personnel and overhead expenses) from its own
                funds;

            


    

    


    
      	
            	(iv)	
              Fail
                to maintain its records (including financial statements), books and
                accounts separate and apart from any other person or
                entity;

            


    

     

    
      	 	
              (v)

            	
              Except
                as otherwise required or contemplated in any of the Loan Documents,
                fail
                to maintain arm’s-length transactions with any of the Subsidiaries of
                Guarantor;

            


    

     

    
      	
            	(vi)	
              Fail
                to promptly correct any known misunderstandings regarding its separate
                identity from any other entity;

            


    

     

    
      	 	
              (vii)

            	
              Except
                as otherwise required or contemplated in any of the Loan Documents,
                guarantee or become obligated for the debts of any other entity or
                person;

            


    

     

    
      
        	
              	(viii)	
                Except
                  as otherwise required or contemplated in any of the Loan Documents,
                  hold
                  its credit out as being available to satisfy the obligations of
                  others;

              


      

    

    


    
      	
            	(ix)	
              Pledge
                its assets for the benefit of any other entity, or make any loans
                or
                advances to any entity other than (a) the application of proceeds
                of the
                Loan to repayment amounts owed by Borrower or NCI to Guarantor and
                (b) the
                application of distributions payable to NCI on account of or with
                respect
                to the Membership Interest to payment of the Obligations for the
                account
                of Borrower;

            


    

     

    
      
        	
              	(x)	
                Acquire
                  the obligations or securities of any of its
                  shareholders;

              


      

    

     

    
      	
            	(xi)	
              Fail
                either to hold itself out as a separate legal entity or to conduct
                its
                business solely in its own name;

            


    

    


    
      	
            	(xii)	
              Fail
                to allocate fairly and reasonably any overhead expenses that are
                shared
                with the Subsidiaries of Guarantor or other Affiliate;
                or

            


    

    


    
      	
            	(xiii)	
              Undertake
                any transaction in bad faith or with intent to delay, hinder or defraud
                any creditors thereof.

            


    

     

    
      
        
        

      

      
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    7.2
      Indebtedness.
      Borrower shall not create, incur, assume or suffer to exist any Indebtedness,
      except the following (“Borrower
      Permitted Indebtedness”):
      (a) Indebtedness created incurred or assumed under or pursuant to any
      requirements of any of the Loan Documents, (b) any charges for income taxes,
      audit fees and allocated overhead fees paid by Guarantor or NCI after the
      Closing Date and allocable to Borrower, and (c) any obligations owing to
      Guarantor or NCI on account of, or with respect to, any money advanced to,
      or
      for the account of, Borrower for purposes of paying any portion of the
      Obligations; provided, however, that (x) in the case of clause (b), all or
      a
      portion of the amounts referred to therein may be paid from the proceeds of
      the
      Loan and (y) in the case of clauses (b) and (c), the amounts referred to therein
      may be paid by Borrower if, and only to the extent that, Borrower has funds
      available to make such payments in accordance with the payment waterfall set
      forth in Section
      2.5(b)
      hereof.
      Borrower shall not cause or permit NCI to create, incur, assume or suffer to
      exist any Indebtedness, except the following (“NCI
      Permitted Indebtedness”):
      (a) Indebtedness created incurred or assumed under or pursuant to any
      requirements of any of the Loan Documents, (b) any charges for income taxes,
      audit fees and allocated overhead fees paid by Guarantor or Borrower after
      the
      Closing Date and allocable to NCI, or (c) Indebtedness in the amount of Six
      Million, Four Hundred Seventy-Four Thousand, Two Hundred Fifty-Three Dollars
      ($6,474,253) owing by NCI to Guarantor on the Closing Date.

     

    7.3
      Liens.
      Borrower
      shall not create, incur, assume or suffer to exist any Lien upon, in or against,
      or pledge of, any of the Collateral, whether now owned or hereafter acquired,
      except the following (collectively, “Permitted
      Liens”):
      (a)
      Liens under the Loan Documents or otherwise arising in favor of Agent, for
      the
      benefit of itself and the other Lenders, (b) Liens imposed by law for taxes,
      assessments or charges of any Governmental Authority for claims not yet due
      or
      that are being contested in good faith by appropriate proceedings and with
      respect to which adequate reserves or other appropriate provisions are being
      maintained by the obligor therefore in accordance with GAAP, (c) (i) statutory
      Liens of landlords (provided,
      that
      any such landlord has executed a Landlord Waiver and Consent in form and
      substance satisfactory to Agent in its reasonable discretion), and of carriers,
      warehousemen, mechanics, workmen, repairmen and/or materialmen, (ii) other
      Liens imposed by law or that arise by operation of law in the ordinary course
      of
      business from the date of creation thereof, in each case only for amounts not
      yet due or that are being contested in good faith by appropriate proceedings
      and
      with respect to which adequate reserves or other appropriate provisions are
      being maintained by the obligor therefore in accordance with GAAP, (iii) zoning,
      building codes and other land use laws regulating the use or occupancy of real
      property or the activities conducted thereon that are imposed by any
      Governmental Authority having jurisdiction over such real property and that
      are
      not violated by the current use or occupancy of such real property or the
      operation of the owner’s or occupant’s business thereon; and (iv) easements,
      covenants, conditions, restrictions and other similar matters of record
      affecting title to such real property that do not or would not materially impair
      the use or occupancy of such real property in the operation of the business
      conducted thereon, (d) Liens incurred or deposits made in the ordinary course
      of
      business (including, without limitation, surety bonds and appeal bonds) to
      secure the performance of tenders, bids, leases, contracts (other than for
      the
      repayment of Indebtedness for borrowed money), statutory obligations and other
      similar obligations, (e) deposits and bonds provided under any lease, (f) such
      Liens as may be existing or created under or pursuant to the Company LLC
      Agreement, and (g) any right of set-off granted in favor of any financial
      institution in respect of Deposit Accounts opened and maintained in the ordinary
      course of business or pursuant to the requirements of this Agreement or any
      of
      the other Loan Documents; provided,
      that,
      with respect to any such Deposit Account (other than the Existing Accounts),
      Agent has a perfected Lien thereon and control thereof, in form, scope and
      substance satisfactory to Agent in its reasonable discretion. Borrower shall
      not
      cause or permit NCI to create, incur, assume or suffer to exist any Lien (except
      for Permitted Liens) upon, in or against, or pledge of, the Membership Interest
      or any other assets of NCI, whether now owned or hereafter
      acquired.

     

    
      
        
        

      

      
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    7.4
      Investments;
      Investment Property; New Facilities or Collateral; Subsidiaries.
      Borrower
      shall not, directly or indirectly, and shall not cause or permit NCI, directly
      or indirectly, to (a) merge with, purchase, own, hold, invest in or
      otherwise acquire any obligations or Equity Interests or securities of, or
      any
      other interest in, or all or substantially all of the assets of, any Person
      or
      any joint venture (exclusive, however, of (1) any interest in the Company,
      Deposit Accounts with financial institutions in the ordinary course of business
      or as required by this Agreement or any of the other Loan Documents (provided,
      that with respect to any such Deposit Accounts (other than the Existing
      Accounts), Agent has a perfected Lien thereon and control thereof, in form,
      scope and substance satisfactory to Agent in its reasonable discretion) and
      (2)
      Cash Equivalents with respect to which Agent has a perfected, first priority
      Lien and control agreement, each in form and substance satisfactory to Agent
      in
      its reasonable discretion), or (b) purchase, own, hold, invest in or
      otherwise acquire any Investment Property (except (i) those set forth on
Schedule
      5.3
      as of
      the Closing Date and (ii)(A) any interest in the Company, Deposit Accounts
      with
      financial institutions in the ordinary course of business or as required by
      this
      Agreement or any of the other Loan Documents (provided, that with respect to
      any
      such Deposit Accounts (other than the Existing Accounts), Agent has a perfected
      Lien thereon and control thereof, in form, scope and substance satisfactory
      to
      Agent in its reasonable discretion) and (B) Cash Equivalents with respect to
      which Agent has a perfected, first priority Lien and control agreement, each
      in
      form and substance satisfactory to Agent in its reasonable discretion). Borrower
      shall not make or permit to exist, and shall not cause or permit NCI to
      make or permit to exist, any loan, advances or guarantees to or for the benefit
      of any Person or assume, guarantee, endorse, contingently agree to purchase
      or
      otherwise become liable for or upon or incur any obligation of any Person;
      provided, however, that (a) Borrower may cause all
      or
      any portion of the proceeds
      from the Loan advanced to Borrower to be contributed to the capital of NCI,
      (b)
      NCI may cause all
      or
      any portion of the amount so
      contributed by Borrower to be applied and paid to Guarantor in order to
      discharge obligations owing by NCI to Guarantor and (c) any action taken by
      either Borrower Entity in compliance with the Loan Documents shall not be deemed
      to constitute a breach of this Section
      7.4
      or any
      other provisions of the Loan Documents. Borrower shall not, and shall not cause
      or permit NCI to, purchase, lease, own, operate, hold, invest in or otherwise
      acquire any property or asset or any Collateral that is located outside of
      the
      continental United States. Borrower shall not have any Subsidiaries (other
      than
      NCI), and Borrower shall not cause or permit NCI to have any Subsidiaries (other
      than the Company).

     

    
      
        
        

      

      
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    7.5 Dividends;
      Redemptions; Equity.
      Notwithstanding
      any provision of any Loan Document (other than the immediately following
      sentence), after the Closing Date Borrower shall not, and shall not cause or
      permit NCI to, (a) declare, pay or make any dividend or distribution on any
      Equity Interests or other securities or ownership interests, (b) apply any
      of its funds, property or assets to the acquisition, redemption, defeasance
      or
      other retirement of any of its Equity Interests or other securities or interests
      issued by it or of any options to purchase or acquire any of the foregoing,
      (c) otherwise make any payments, dividends or Distributions to any
      stockholder, director or other equity owner in such Person’s capacity as such,
(d)
      make
      any payment of any management, service or related or similar fee to any Person,
      or (e) issue, sell or create any Equity Interests.
      Notwithstanding anything contained herein or in any of the other Loan Documents
      to the contrary, (A) so long as (I) no Default or Event of Default has occurred
      and is continuing or would result from the payment hereinafter referred to
      in
      this clause (A) and (II) such payment is made solely from funds otherwise
      available on the relevant date in accordance with the payment
      waterfall set
      forth
      in Section
      2.5(b)
      hereof,
      Borrower shall be entitled to pay or permit or cause NCI to pay to Guarantor
      Borrower’s or NCI’s share, determined in a manner consistent with past practices
      and not to exceed in aggregate One Hundred Thousand Dollars ($100,000) during
      any 12-month period, (i) income taxes paid by Guarantor after the Closing Date
      and related to the operations of Borrower or NCI (as the case may be), (ii)
      audit fees paid by Guarantor after the Closing Date and allocable to the
      operations of Borrower or NCI (as the case may be) and (iii) overhead expenses
      that are shared with Guarantor and its Affiliate and that are allocable to
      the
      operations of Borrower or NCI (as the case may be), and (B) Borrower may cause
      all or any portion of the proceeds from the Loan
      to be
      contributed to the capital of NCI and NCI may pay, and Borrower may cause NCI
      to
      pay, to Guarantor all or any portion of the amount so contributed in order
      to
      discharge a portion of the intercompany account or obligations owing by NCI
      to
      Guarantor. 

     

    7.6 Transactions
      with Affiliates.
      Subject
      to Section
      7.11
      hereof,
      Borrower shall not, and shall not cause or permit NCI to, enter into or
      consummate any transaction of any kind with any of its Affiliates other than:
      (i) distributions,
      payments and other transactions permitted under Section
      7.5
      hereof,
      (ii)
      any
      purchase, sale, lease or exchange of property or the rendering of any service
      with any Affiliate so long as such transaction is (a) not otherwise prohibited
      under this Agreement, (b) in the ordinary course of the Borrower’s or NCI’s
      business, and (c) upon fair and reasonable terms no less favorable to Borrower
      or NCI (as the case may be) than it would obtain in a comparable arm’s length
      transaction with a Person that is not an Affiliate; (iii) causing
      all, or any portion, of the proceeds from the Loan
      to be
      contributed to the capital of NCI; (iv) applying and paying to Guarantor all
      or
      any portion of the amount so contributed to NCI in order to partially satisfy
      the intercompany account or obligation owed by NCI to Guarantor; (v) accepting
      additional capital contributions from Guarantor; or (vi) complying with any
      obligations under, or exercising any rights under, the Company LLC Agreement
      or
      any of the Loan Agreements.


    
      
        
        

      

      
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    7.7 Charter
      Documents; Fiscal Year; Dissolution; Use of Proceeds; Insurance Policies;
      Disposition of Collateral; Taxes; Trade Names.
      Borrower
      shall not, and shall not cause or permit NCI to, (a) amend, modify, restate
      or
      change its Governing Agreement without Agent’s prior written consent
(which
      consent shall not be unreasonably withheld, delayed or conditioned),
      (b)
      change its state of organization or change its corporate name without at least
      thirty (30) calendar days’ prior written notice to Agent, (c) change its
      fiscal year, (d) amend, alter, suspend, terminate or make provisional in any
      material way any Permit the suspension, amendment, alteration or termination
      of
      which would reasonably be expected to be, have or result in a Material Adverse
      Effect on Borrower or NCI (as the case may be) without the prior written consent
      of Agent (which consent shall not be unreasonably withheld, delayed or
      conditioned), (e) wind up, liquidate or dissolve (voluntarily or
      involuntarily) or commence or suffer any proceedings seeking or that would
      result in any of the foregoing, (f) use any proceeds of any Loan for
“purchasing” or “carrying” “margin stock” as defined in Regulations T, U or X of
      the Board of Governors of the Federal Reserve System or for any use not
      contemplated or permitted by this Agreement, (g) amend,
      modify, restate or change any insurance policy in a manner adverse to Agent
      or
      the Lenders, (h) engage, directly or indirectly, in any business other than
      the
      business in which Borrower or NCI (as the case may be) is currently engaged,
      (i)
      change its federal tax employer identification number or similar tax
      identification number under the relevant jurisdiction or establish new or
      additional trade names without providing not less than thirty (30) days’ advance
      written notice to Agent, (j) revoke, alter or amend any Tax Information
      Authorization (on IRS Form 8821 or otherwise) or other similar authorization
      mandated by the relevant Government Authority given to Agent, (k) certificate,
      or cause to have certificated, any equity ownership interest that is not
      evidenced by a certificate as of the Closing Date and that is Collateral subject
      to this Agreement, without Agent’s prior written consent (which consent shall
      not be unreasonably withheld, delayed or conditioned), or (l) consent to or
      vote
      in favor of any amendment, modification or change in the Company LLC Agreement
      without Agent’s prior written consent (which consent shall not be unreasonably
      withheld, delayed or conditioned).


    7.8 Limitation
      on Sale of Assets.
      Borrower shall not, and shall not cause or permit NCI to, convey, sell, lease,
      assign, transfer or otherwise dispose of (collectively, “Transfer”)
      all or
      substantially all of its Property, business or assets (including, without
      limitation, receivables and leasehold interests), whether now owned or hereafter
      acquired or allow any Subsidiary to Transfer substantially all of its assets
      to
      any Person.

     

    7.9 Contingent
      Obligations and Risks.
      Except
      as
      otherwise expressly permitted by this Agreement, Borrower shall not, and shall
      not cause or permit NCI to, enter into any Contingent Obligations or assume,
      guarantee, endorse, contingently agree to purchase or otherwise become liable
      for or upon or incur any obligation of any Person (other than indemnities to
      officers and directors of such Person to the extent permitted by applicable
      law); provided, however, that nothing contained herein shall (a) prohibit
      Borrower or NCI from endorsing checks in the ordinary course of its business
      or
      (b) prohibit NCI from entering into any Blocked Account Agreement or any
      transactions contemplated thereby, including agreeing to apply distributions
      received by it from the Company to the payment of the Obligations.

     

    7.10 Truth
      of Statements.
      Borrower
      shall not furnish to Agent any certificate or other document that contains
      any
      untrue statement of a material fact or that omits to state a material fact
      necessary to make it not misleading in light of the circumstances under which
      it
      was furnished.

     

    7.11 Short
      Sales.
      Neither
      Borrower nor any of its Affiliates shall engage in “short sales” with respect to
      any of the Pledged Shares.


    
      
        
        

      

      
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    7.12 Patriot
      Act.
      Neither
      Borrower Entity (i) is a Person whose property or interest in property is
      blocked or subject to blocking pursuant to Section 1 of Executive Order 13224
      of
      September 23, 2001 Blocking Property and Prohibiting Transactions With Persons
      Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079
      (2001)), (ii) engages in any dealings or transactions prohibited by Section
      2 of
      such executive order or is otherwise associated with any such Person in any
      manner violative of such Section 2, or (iii) is a Person on the list of
      Specially Designated Nationals and Blocked Persons or subject to the limitations
      or prohibitions under any other U.S. Department of Treasury’s Office of Foreign
      Assets Control regulation or executive order. Each Borrower Entity is in
      compliance, in all material respects, with the Patriot Act. No part of the
      proceeds of the Loan will be used, directly or indirectly, for any payments
      to
      any governmental official or employee, political party, official of a political
      party, candidate for political office, or anyone else acting in an official
      capacity, in order to obtain, retain or direct business or obtain any improper
      advantage, in violation of the United States Foreign Corrupt Practices Act
      of
      1977, as amended.

     

    7.13 Deposit
      Accounts.
      Borrower
      shall not, and shall not cause or permit NCI to, open a Deposit Account (other
      than any Blocked Account or Interest Reserve Account or any other Deposit
      Accounts listed on Schedule
      5.18C)
      without
      the prior written consent of Agent (which consent shall not be unreasonably
      withheld, delayed or conditioned).

     

    7.14 Prohibition
      of Fundamental Changes.
      Borrower shall not, and shall not cause or permit NCI to, enter into any
      transaction of merger or consolidation or amalgamation, or liquidate, wind
      up or
      dissolve itself (or suffer any liquidation, winding up or dissolution) or sell
      all or substantially all of its assets.

     

    7.15 Lines
      of Business.
      Borrower shall not, and shall not cause or permit NCI to, engage in any line
      or
      lines of business activity other than (a) the ownership of the Pledged Shares
      or
      the Membership Interest (as the case may be), (b) the entry into and performance
      of its obligations under the Loan Documents to which it is a party and (in
      the
      case of NCI) the Company LLC Agreement and (c) causing
      all or any portion of the proceeds from the Loan
      to be
      paid to Guarantor in order to discharge obligations owing by Borrower or NCI
      to
      Guarantor.

     

    7.16 Use
      of
      Proceeds.
      Borrower will use the proceeds of the Loan for (i) prepayment of interest on
      the
      Loan for the first six (6) months following the Closing Date, (ii) working
      capital purposes (including, without limitation, causing
      all or any portion of the proceeds from the Loan
      to be
      paid to Guarantor in order to discharge obligations owing by Borrower or NCI
      to
      Guarantor), and (iii) payment of amounts owing to Agent and the Lenders pursuant
      to the terms of the Loan Documents.

     

    7.17 No
      Amendments or Waivers.
      Unless
      otherwise consented to in writing by Agent (with such consent not to be
      unreasonably withheld, delayed or conditioned), Borrower will assure that NCI
      will not exercise, or fail to exercise, its voting rights (if any) under the
      Company LLC Agreement to the extent that the exercise of such rights or the
      failure to exercise such rights (as the case may be) would result in any of
      the
      following: (i) a termination or modification of the Lease (as such term is
      defined in the Company LLC Agreement); (ii) the approval of any of the matters
      set forth in Section III.3 of the Company LLC Agreement; or (iii) an amendment,
      modification, waiver, termination of, or the grant of any consent under, any
      provision of the Company LLC Agreement.

     

    7.18 Direction
      Letter to Company.
      Borrower will not, and will not cause or permit NCI to, give any notice or
      direction to the Manager that supersedes or otherwise contradicts the
      Instruction Letter with respect to the Membership Interest.


    
      
        
        

      

      
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    VIII. EVENTS
      OF
      DEFAULT

     

    The
      occurrence of any one or more of the following shall constitute an “Event
      of Default”:

     

    (a) Borrower
      shall fail to pay (after giving effect to any withdrawals from the Interest
      Reserve Account made in accordance with the terms of this Agreement and payments
      by NCI and Guarantor) (i) on each Remittance Date, any payment of interest
      and
      fees (other than the Extension Fee) due on such Remittance Date, (ii) on the
      date specified herein, the Extension Fee, if any, or (iii) any other amount
      comprising the Obligations when due (in all cases, whether by any Remittance
      Date, at maturity, by reason of acceleration, by notice of intention to prepay,
      by required prepayment or otherwise); 

     

    (b) any
      representation, statement or warranty made or deemed made by Borrower or
      Guarantor in any Loan Document or in any other certificate, document, report
      or
      opinion delivered in conjunction with any Loan Document to which it is a party,
      shall not be true and correct in all material respects or shall have been false
      or misleading in any material respect on the date when made or deemed to have
      been made (except to the extent already qualified by materiality, in which
      case
      it shall be true and correct in all respects and shall not be false or
      misleading in any respect) except those made as of a specific date;

     

    (c) Borrower
      shall be in violation, breach or default of, or shall fail to perform, observe
      or comply with (i) any covenant set forth in any of Section
      6.17,
      6.19,
      7.8,
      7.11,
      7.17
      or
7.18
      hereof,
      and (ii) any other covenant, obligation or agreement set forth in this Agreement
      not dealt with in the foregoing clause (i) and, in the case of this clause
      (ii),
      such violation, breach or default or failure to perform, observe or comply
      shall
      not be cured within thirty (30) days following the earlier to occur of (y)
      the
      date on which the President or Chief Financial Officer of Borrower has actual
      knowledge of such violation, breach or default or failure to perform, observe
      or
      comply and (z) the date on which Borrower shall have received written notice
      thereof from Agent and demand that it be cured;

    


    (d) Borrower,
      NCI or Guarantor shall be in violation, breach or default of, or shall fail
      to
      perform, observe or comply with any covenant, obligation or agreement set forth
      in, or any event of default occurs under any other Loan Document to which it
      is
      a party (that is not otherwise addressed in this Section
      8)
      and
      such violation, breach or default or failure to perform, observe or comply
      shall
      not be cured within thirty (30) days following the earlier to occur of (y)
      the
      date on which the President or Chief Financial Officer of Borrower, NCI or
      Guarantor, respectively, has actual knowledge of such violation, breach or
      default or failure to perform, observe or comply and (z) the date on which
      Borrower, NCI or Guarantor, respectively, shall have received written notice
      thereof from Agent and demand that it be cured;

     

    (e) (i)
      any
      of the Loan Documents ceases to be in full force and effect (other than in
      accordance with its terms or on account of any act of Agent or any Lender or
      any
      agent or representative thereof or the failure of Agent or any Lender or any
      agent or representative thereof to comply with any obligation or duty under
      any
      of the Loan Documents or otherwise imposed by law), (ii) any Lien created
      thereunder ceases to constitute a valid first priority perfected Lien on the
      Collateral in accordance with the terms thereof other than on account of any
      act
      or omission of Agent or any Lender or any agent or representative thereof,
      or
      Agent and the Lenders cease to have a valid perfected first priority security
      interest in any of the Collateral or any securities pledged to Agent, for the
      benefit of itself and the other Lenders, except for Permitted Liens and other
      than on account of (x) any act of Agent or any Lender or any agent or
      representative thereof or (y) any omission to act by Agent or any Lender or
      any
      agent or representative of thereof to the extent that such Person is required
      to
      so act pursuant to any contractual obligation or otherwise by law, or (iii)
      an
      event of default occurs under any other Loan Document and remains unremedied
      or
      uncured for any applicable cure periods;


    
      
        
        

      

      
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    (f) a
      final
      judgment or judgments for the payment of money in excess of $100,000 with
      respect to Borrower or NCI or $250,000 with respect to Guarantor (to the extent
      that it is, in the reasonable determination of Agent, uninsured and provided
      that any insurance or other credit posted in connection with an appeal shall
      not
      be deemed insurance for these purposes) shall be rendered by one or more courts,
      administrative tribunals or other bodies having jurisdiction over
      them
      which
      is/are not satisfied, stayed, vacated or discharged of record within sixty
      (60)
      calendar days of being rendered;

     

    (g) (i)
      any
      default or breach occurs and is not cured within any applicable grace period
      or
      waived, (x) in the payment of any amount with respect to any Indebtedness (other
      than the Obligations) of Borrower or NCI in excess of $100,000 or Guarantor
      in
      excess of a $250,000, (y) in the performance, observance or fulfillment of
      any
      provision contained in any agreement, contract, document or instrument (1)
      to
      which Borrower, NCI or Guarantor is a party or to which any of its properties
      or
      assets are subject or bound under or pursuant to which any Indebtedness in
      excess of $100,000 was issued, created, assumed, guaranteed or secured and
      such
      default or breach continues for more than any applicable grace period or permits
      the holder of any such Indebtedness to accelerate the maturity thereof, or
      (2)
      that is between, on the one hand, either Borrower Entity or any Affiliate of
      either Borrower Entity and, on the other hand, Agent or any Lender or Affiliate
      of Agent or any Lender (other than the Loan Documents), or (ii) any Indebtedness
      of either Borrower Entity in excess of $100,000 is validly declared to be due
      and payable or is required to be prepaid (other than by a regularly scheduled
      payment or a payment due on the voluntary termination of a capital lease) prior
      to the stated maturity thereof, or any obligation of such Person for the payment
      of Indebtedness in excess of $100,000 (other than the Obligations) is not paid
      when due or within any applicable grace period, or any such obligation becomes
      or is validly declared to be due and payable before the expressed maturity
      thereof, or there occurs any event that would cause any such obligation to
      become, or allow any such obligation to be declared, due and
      payable;

     

    (h) NCI,
      Borrower or Guarantor shall (i) be unable to pay its debts generally as they
      become due, (ii) file a petition under any insolvency statute, (iii) make a
      general assignment for the benefit of its creditors, (iv) commence a proceeding
      for the appointment of a receiver, trustee, liquidator or conservator of itself
      or of the whole or any substantial part of its property or otherwise be
      dissolved or liquidated, or (v) file a petition seeking reorganization or
      liquidation or similar relief under any Debtor Relief Law or any other
      applicable law or statute;


    
      
        
        

      

      
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    (i) (i)
      a
      court of competent jurisdiction shall (A) enter an order, judgment or decree
      appointing a custodian, receiver, trustee, liquidator or conservator of NCI,
      Borrower or Guarantor or the whole or any substantial part of any such Person’s
      properties, which shall continue unstayed and in effect for a period of sixty
      (60) calendar days, (B) shall approve a petition filed against NCI, Borrower
      or
      Guarantor seeking reorganization, liquidation or similar relief under any Debtor
      Relief Law or any other applicable law or statute, which is not dismissed within
      sixty (60) calendar days or (C) under the provisions of any Debtor Relief Law
      or
      other applicable law or statute, assume custody or control of NCI, Borrower
      or
      Guarantor or of the whole or any substantial part of any such Person’s
      properties, which is not irrevocably relinquished within sixty (60) calendar
      days, or (ii) there is commenced against NCI, Borrower or Guarantor any
      proceeding or petition seeking reorganization, liquidation or similar relief
      under any Debtor Relief Law or any other applicable law or statute, which (A)
      is
      not unconditionally dismissed within ninety (90) calendar days after the date
      of
      commencement or (B) is approved or consented to by such Person;

     

    (j) any
      Change of Control occurs or any Material Adverse Effect on either Borrower
      Entity or Material Adverse Change to either Borrower Entity or Guarantor
      occurs;

     

    (k) uninsured
      damage to, or loss, theft or destruction of, any portion of the Collateral
      (other than Collateral in the custody, possession or control of Agent or any
      of
      its representatives or agents) occurs that exceeds $100,000 in the
      aggregate;

     

    (l) the
      issuance of any process for levy, attachment or garnishment or execution upon
      or
      prior to any judgment against NCI, Borrower or Guarantor or any of its or their
      material property or assets or against any of the Collateral, in each case
      which
      is/are not satisfied, stayed, vacated, dismissed or discharged within sixty
      (60)
      calendar days of being issued or executed;

    


    (m) any
      Lender shall reasonably request, specifying the reasons for such request,
      information, and/or written responses to such requests, regarding the financial
      well-being of NCI, Borrower or Guarantor and such information and/or responses
      (to the extent the same has been prepared or is otherwise available) shall
      not
      have been provided to such Lender within ten (10) Business Days of such request
      (provided that the failure of NCI, Borrower or Guarantor to provide any
      non-public information with respect to Guarantor shall not constitute a breach
      hereunder); 

    


    (n) the
      occurrence of an event of default under either the Guaranty or the NAC Guaranty;
      or

    


    (o) Agent
      shall fail to have a first priority perfected security interest (subject to
      Permitted Liens) in the Collateral or the collateral set forth in the Guaranty
      or the NAC Guaranty, other than on account of any act or omission by Agent
      or
      any Lender or any agent or other representative of any of the
      foregoing.

     

    In
      any
      such event, notwithstanding any other provision of any Loan Document, Agent
      may,
      by notice to Borrower (i) terminate its obligations hereunder, whereupon the
      same shall immediately terminate, and (ii) declare all or any of the Loan and/or
      Notes, all interest thereon and all other Obligations to be due and payable
      immediately (except in the case of an Event of Default under Section
      8(h)
      or
(i)
      hereof,
      in which event all of the foregoing shall automatically and without further
      act
      by Agent or the Lenders be due and payable);


    
      
        
        

      

      
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    IX. RIGHTS
      AND REMEDIES AFTER DEFAULT

     

    9.1 Rights
      and Remedies.

     

    (a) In
      addition to the acceleration provisions set forth in Article
      VIII
      above,
      upon the occurrence and continuation of an Event of Default, Agent shall have
      the right to exercise any and all rights, options and remedies provided for
      in
      any Loan Document, under the UCC or at law or in equity, including, without
      limitation, the right to (i) apply any property of Borrower held by Agent to
      reduce the Obligations, (ii) foreclose the Liens created under the Loan
      Documents, (iii) realize upon, take possession of and/or sell any
      Collateral or securities pledged, with or without judicial process,
      (iv) exercise all rights and powers with respect to the Collateral as
      Borrower, as applicable, might exercise, (v) collect and send notices regarding
      the Collateral, with or without judicial process, (vi) by its own means or
      with
      judicial assistance, enter any premises at which the Collateral and/or Pledged
      Shares are located, or render any of the foregoing unusable or dispose of the
      Collateral and/or Pledged Shares on such premises without any liability for
      rent, storage, utilities or other sums, and Borrower shall not resist or
      interfere with such action, (vii) at Borrower’s expense, require that all or any
      part of the Collateral be assembled and made available to Agent at any place
      designated by Agent in its reasonable discretion, (viii) reduce or otherwise
      change the Loan Amount and/or any component of the foregoing, (ix) relinquish
      or
      abandon any Collateral or Pledged Shares or any Lien thereon, and/or (x) take
      possession of the files of Borrower relating to the Collateral and all documents
      relating to the Collateral. Notwithstanding any provision of any Loan Document,
      Agent, in its sole discretion, shall have the right upon five (5) Business
      Days’
prior notice to Borrower, at any time that Borrower fails to do so, to: (A)
      obtain insurance covering any of the Collateral to the extent required
      hereunder; (B) pay for the performance of any of the Obligations; (C) discharge
      taxes, levies and/or Liens on any of the Collateral that are in violation of
      any
      Loan Document unless Borrower is in good faith with due diligence by appropriate
      proceedings contesting those items; and (D) pay for the maintenance, repair
      and/or preservation of the Collateral. The reasonable expenses and advances
      incurred in connection therewith shall be added to the Obligations until
      reimbursed to Agent, for its own account and for the benefit of the other
      Lenders, and shall be secured by the Collateral, and such payments by Agent,
      for
      its own account and for the benefit of the other Lenders, shall not be construed
      as a waiver by Agent or the Lenders of any Event of Default or any other rights
      or remedies of Agent or the Lenders.

     

    (b) Borrower
      agrees that notice received by it at least ten (10) calendar days before the
      time of any intended public sale, or the time after which any private sale
      or
      other disposition of the Collateral is to be made, shall be deemed to be
      reasonable notice of such sale or other disposition. If permitted by applicable
      law, any perishable Collateral that threatens to speedily decline in value
      or
      that is sold on a recognized market may be sold immediately by Agent without
      prior notice to Borrower. At any sale or disposition of the Collateral or
      securities pledged, Agent may (to the extent permitted by applicable law)
      purchase all or any part thereof free from any right of redemption by Borrower,
      which right is hereby waived and released. Borrower covenants and agrees not
      to
      interfere with or impose any obstacle to Agent’s exercise of its rights and
      remedies with respect to the Collateral. In dealing with or disposing of the
      Collateral or any part thereof, Agent shall not be required to give priority
      or
      preference to any item of the Collateral or otherwise to marshal assets or
      to
      take possession or sell any Collateral with judicial process. To the extent
      permitted by applicable law, Borrower waives all claims, damages and demands
      it
      may acquire against Agent arising out of the exercise by Agent of any of its
      rights hereunder, other than those claims, damages and demands arising from
      the
      gross negligence or willful misconduct of Agent. Because Borrower recognizes
      that it may not be possible to purchase or sell all of the Collateral on a
      particular Business Day, or in a transaction with the same purchaser, or in
      the
      same manner because the market for the Collateral may not be liquid, Borrower
      agrees that liquidation of the Collateral does not require a public purchase
      or
      sale and that a good faith private purchase or sale shall be deemed to have
      been
      made in a commercially reasonable manner. Accordingly, Agent may elect, in
      its
      reasonable discretion, the time and manner of liquidating any Collateral and
      nothing contained herein shall (A) obligate Agent to liquidate any Collateral
      on
      the occurrence of an Event of Default or to liquidate all Collateral in the
      same
      manner or on the same Business Day or (B) constitute a waiver of any of Agent’s
      rights or remedies.

     

    
      
        
        

      

      
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    (c) Borrower
      recognizes that, by reason of certain prohibition contained in Securities Act
      of
      1933, as amended (the “Securities
      Act”),
      and
      applicable state securities laws, Agent may be compelled, with respect to any
      sale of all or any part of the Pledged Shares, to limit purchasers to those
      Persons that, among other things, agree to acquire such Pledged Shares for
      their
      own account, for investment and not with a view to the distribution or resale
      thereof. Borrower acknowledges that any such private sale may be at prices
      and
      on terms less favorable to Agent than those obtainable through a sale without
      such restrictions, and, notwithstanding such circumstances, agrees that any
      such
      private sale that is made on an arm’s-length basis shall be deemed to have been
      made in a commercially reasonable manner and that Agent shall have no obligation
      to engage in public sales.

     

    9.2 Application
      of Proceeds.
      Notwithstanding
      any other provision of this Agreement (including, without limitation,
Section
      2.5
      hereof),
      in addition to any other rights, options and remedies Agent and the Lenders
      have
      under the Loan Documents, the UCC, at law or in equity, all dividends, interest,
      rents, issues, profits, fees, revenues, income and other proceeds collected
      or
      received from collecting, holding, managing, renting, selling or otherwise
      disposing of all or any part of the Collateral or any proceeds thereof upon
      exercise of its remedies hereunder upon the occurrence and continuation of
      an
      Event of Default shall be applied in the following order of priority:
      (i) first, to the payment of all reasonable costs and expenses of such
      collection, storage, lease, holding, operation, management, sale, disposition
      or
      delivery and of conducting Borrower’s business and of maintenance, repairs,
      replacements, alterations, additions and improvements of or to the Collateral,
      and to the payment of all reasonable sums that Agent or the Lenders may be
      required or may elect to pay, if any, for taxes, assessments, insurance and
      other charges upon the Collateral or any part thereof, and all other reasonable
      payments that Agent or the Lenders may be required or authorized to make under
      any provision of this Agreement or any of the other Loan Documents (including,
      without limitation, in each such case, reasonable in-house documentation and
      diligence fees and reasonable search, audit, recording, professional and filing
      fees and expenses and reasonable attorneys’ fees and all reasonable expenses,
      liabilities and advances made or incurred in connection therewith); (ii) second,
      to the payment of all Obligations in such order as determined by Agent in its
      sole discretion; and (iii) third, to the payment of any surplus then remaining
      to Borrower, unless otherwise provided by law or directed by a court of
      competent jurisdiction; provided, that Borrower shall be liable for any
      deficiency if such proceeds are insufficient to satisfy the Obligations
(other
      than indemnity obligations under the Loan Documents that are not then due and
      payable or for which any events or claims that would give rise thereto are
      not
      then pending) or
      any of
      the other items referred to in this Section (other than the foregoing clause
      (iii) to the extent the Obligations (other
      than indemnity obligations under the Loan Documents that are not then due and
      payable or for which any events or claims that would give rise thereto are
      not
      then pending) have
      been
      indefeasibly paid in full in cash).


    
      
        
        

      

      
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    9.3 Rights
      to Appoint Receiver.
      Without
      limiting and in addition to any other rights, options and remedies Agent and
      the
      Lenders have under the Loan Documents, the UCC, at law or in equity, upon the
      occurrence and continuation of an Event of Default, Agent shall have the right
      to apply to have a receiver appointed by a court of competent jurisdiction
      in
      any action taken by Agent and/or any Lender to enforce its rights and remedies
      in order to manage, protect and preserve the Collateral and continue the
      operation of the business of Borrower and to collect all revenues and profits
      thereof and apply the same to the payment of all expenses and other charges
      of
      such receivership, including the compensation of the receiver and to the
      payments as aforesaid until a sale or other disposition of the Collateral shall
      be finally made and consummated.

     

    9.4 Attorney-in-Fact.
      Borrower
      hereby irrevocably appoints Agent as its attorney-in-fact for the limited
      purpose of taking any action permitted under the Loan Documents that Agent
      reasonably deems necessary or desirable upon the occurrence and continuation
      of
      an Event of Default to protect and realize upon Agent’s Lien in the Collateral,
      including the execution and delivery of any and all documents or instruments
      related to the Collateral in Borrower’s name, and said appointment shall create
      in Agent a power coupled with an interest.

     

    9.5 Blocked
      Accounts.
      Without
      limiting any other provision of any Loan Document and in addition to any other
      rights, options and remedies, Agent and the Lenders have under the Loan
      Documents, the UCC, at law or in equity, upon the occurrence and continuation
      of
      any Event of Default, Agent shall have the right to require that all amounts
      in
      all Deposit Accounts of Borrower (other than any Existing Account of Borrower)
      are paid and delivered directly into a blocked account under the sole dominion
      and control of Agent and that all such amounts are immediately transferred
      into
      a depository account or accounts maintained by Agent or an Affiliate of Agent
      at
      such bank as Agent may determine in its sole discretion.

     

    9.6 Rights
      and Remedies not Exclusive.
      Agent
      shall have the right in its sole discretion to determine which rights, Liens
      and/or remedies Agent and the Lenders may at any time pursue, relinquish,
      subordinate or modify, and such determination will not in any way modify or
      affect any of Agent’s or the Lenders’ rights, Liens or remedies under any Loan
      Document, applicable law or equity. The enumeration of any rights and remedies
      in any Loan Document is not intended to be exhaustive, and all rights and
      remedies of Agent and the Lenders described in any Loan Document are cumulative
      and are not alternative to or exclusive of any other rights or remedies that
      Agent and the Lenders otherwise may have. The partial or complete exercise
      of
      any right or remedy shall not preclude any other further exercise of such or
      any
      other right or remedy.

     

    
      
        
        

      

      
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    X. WAIVERS
      AND JUDICIAL PROCEEDINGS

     

    10.1 Waivers.
      Except
      as
      expressly provided for herein or provided by law, Borrower hereby waives set
      off, counterclaim, demand, presentment, protest, all defenses with respect
      to
      any and all instruments and all notices and demands of any description. Borrower
      hereby waives any and all defenses and counterclaims it may have or could
      interpose in any action or procedure brought by Agent to obtain an order of
      court recognizing the assignment of, or Lien of Agent in and to, any
      Collateral.

     

    10.2 Delay;
      No Waiver of Defaults.
      No
      course
      of action or dealing, renewal, release or extension of any provision of any
      Loan
      Document, or single or partial exercise of any such provision, or delay, failure
      or omission on Agent’s part in enforcing any such provision shall affect the
      liability of Borrower or operate as a waiver of such provision or preclude
      any
      other or further exercise of such provision. No waiver by any party to any
      Loan
      Document of any one or more defaults by any other party in the performance
      of
      any of the provisions of any Loan Document shall operate or be construed as
      a
      waiver of any future default, whether of a like or different nature, and each
      such waiver shall be limited solely to the express terms and provisions of
      such
      waiver. Notwithstanding any other provision of any Loan Document, by completing
      the Closing under this Agreement and/or by making the Loan, no Lender waives
      any
      breach of any representation or warranty of under any Loan Document, and all
      of
      Agent’s or any Lender’s claims and rights resulting from any such breach or
      misrepresentation are specifically reserved.

     

    10.3 Jury
      Waiver.
      EACH
      PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
      OF
      ANY CLAIM OR CAUSE OF ACTION ARISING UNDER THE LOAN DOCUMENTS OR IN ANY WAY
      CONNECTED WITH OR INCIDENTAL TO THE DEALINGS OF THE PARTIES WITH RESPECT TO
      THE
      LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY, WHETHER NOW EXISTING
      OR
      HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH
      PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL
      BE
      DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT
      MAY
      FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
      EVIDENCE OF THE CONSENTS OF THE PARTIES TO THE WAIVER OF THEIR RESPECTIVE RIGHTS
      TO TRIAL BY JURY.

     

    
      
        
        

      

      
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    10.4 Amendment
      and Waivers.

     

    (a) Except
      as
      otherwise provided herein, no amendment, modification, termination or waiver
      of
      any provision of this Agreement or any Loan Document, or consent by any party
      hereto to any departure therefrom, shall in any event be effective unless the
      same shall be in writing and signed by the party to be charged
      therewith.

     

    (b) Each
      amendment, modification, termination or waiver shall be effective only in the
      specific instance and for the specific purpose for which it was given.


     

    (c) Any
      amendment, modification, termination, waiver or consent effected in accordance
      with this Section
      10.4
      shall be
      binding upon Agent, the Lenders and Borrower.

    


    XI. CLOSING
      DATE AND TERMINATION

     

    11.1 Effectiveness
      and Termination.
      Subject
      to Agent’s right to accelerate the Loan, this Agreement shall continue in full
      force and effect until the Maturity Date, unless terminated sooner as provided
      in this Section
      11.1.
      All of
      the Obligations (other
      than indemnity obligations under the Loan Documents that are not then due and
      payable or for which any events or claims that would give rise thereto are
      not
      then pending) shall
      be
      immediately due and payable on the Maturity Date. Notwithstanding any other
      provision of any Loan Document, no termination of this Agreement shall affect
      Agent’s or any Lender’s rights or any of the Obligations existing as of the
      effective date of such termination, and the provisions of the Loan Documents
      shall continue to be fully operative until the Obligations (other
      than indemnity obligations under the Loan Documents that are not then due and
      payable or for which any events or claims that would give rise thereto are
      not
      then pending) have
      been
      fully performed and indefeasibly paid in cash in full. The Liens granted to
      Agent hereunder and under the other Loan Documents and the financing statements
      filed pursuant thereto and the rights and powers of the Lenders and Agent shall
      continue in full force and effect until all of the Obligations (other
      than indemnity obligations under the Loan Documents that are not then due and
      payable or for which any events or claims that would give rise thereto are
      not
      then pending) have
      been
      fully performed and indefeasibly paid in full in cash.

     

    11.2 Survival.
      All
      obligations, covenants, agreements, representations, warranties, waivers and
      indemnities made by Borrower in any Loan Document shall survive the execution
      and delivery of the Loan Documents, the Closing, the making and funding of
      the
      Loan and any termination of this Agreement until all Obligations (other
      than indemnity obligations under the Loan Documents that are not then due and
      payable or for which any events or claims that would give rise thereto are
      not
      then pending) are
      fully
      performed and indefeasibly paid in full in cash. The obligations and provisions
      of Sections
      10.1,
      10.3,
      11.1,
      11.2,
      12.1,
      12.3,
      12.4,
      12.9,
      12.12
      and
12.13
      hereof
      shall survive termination of the Loan Documents and any payment, in full or
      in
      part, of the Obligations.


    
      
        
        

      

      
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    XII. MISCELLANEOUS

     

    12.1 Governing
      Law; Jurisdiction; Service of Process; Venue.
      The
      Loan
      Documents shall be governed by and construed in accordance with the internal
      laws
      of
      the State of New York, without regard to principles of conflicts of law other
      than Section 5-1401 of the New York General Obligations Law, which shall govern.
      Any judicial proceeding against any party hereto with respect to the
      Obligations, any Loan Document or any related agreement may be brought in any
      federal or state court of competent jurisdiction located in the State of New
      York. By execution and delivery of each Loan Document to which it is a party,
      each of the parties hereto (i) accepts the non-exclusive jurisdiction of the
      aforesaid courts and (subject to its right to appeal) irrevocably agrees to
      be
      bound by any judgment rendered thereby, (ii) waives personal service of process,
      (iii) agrees that service of process upon it may be made by certified or
      registered mail, return receipt requested, pursuant to Section
      12.5
      hereof,
      and (iv) waives any objection to jurisdiction and venue of any action
      instituted hereunder and agrees not to assert any defense based on lack of
      jurisdiction, venue, convenience or forum non conveniens. Nothing shall affect
      the right of any party hereto to serve process in any manner permitted by law
      or
      shall limit the right of any party hereto to bring proceedings against any
      other
      party in the courts of any other jurisdiction having jurisdiction. 

     

    12.2 Successors
      and Assigns; Assignments and Participations.

     

    (a) A
      Lender
      may at any time assign all or a portion of its rights and delegate all or a
      portion of its obligations under this Agreement and the other Loan Documents
      (including all its rights and obligations with respect to the Loan) to one
      or
      more Persons (a “Transferee”)
      without limitation or restriction. The Transferee and such Lender shall execute
      and deliver for acceptance and recording in the Register a Lender Addition
      Agreement, which shall be in form and substance reasonably acceptable to Agent
      in its sole discretion (“Lender
      Addition Agreement”).
      Upon
      such execution, delivery, acceptance and recording, from and after the effective
      date determined pursuant to such Lender Addition Agreement, (i) the Transferee
      thereunder shall be a party hereto and, to the extent provided in such Lender
      Addition Agreement, have the same rights, benefits and obligations as it would
      if it were a Lender hereunder, (ii) the assigning Lender shall be relieved
      of its obligations hereunder with respect to its Commitment or assigned portion
      thereof, as the case may be, to the extent that such obligations shall have
      been
      expressly assumed by the Transferee pursuant to such Lender Addition Agreement
      (and, in the case of a Lender Addition Agreement covering all or the remaining
      portion of an assigning Lender’s rights and obligations under this Agreement,
      such assigning Lender shall cease to be a party hereto but, with respect to
      matters occurring before such assignment, shall nevertheless continue to be
      entitled to the benefits of Sections
      12.4
      and
12.7
      hereof).
      Borrower hereby acknowledges and agrees that any assignment will give rise
      to a
      direct obligation of Borrower to the Transferee and that the Transferee shall
      be
      considered to be a “Lender” hereunder. Borrower may not sell, assign or transfer
      any interest in this Agreement, any of the other Loan Documents or any of the
      Obligations, or any portion thereof, including Borrower’s rights, title,
      interests, remedies, powers and duties hereunder or thereunder.


    
      
        
        

      

      
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    (b) Agent
      and
      each Lender may at any time sell participations in all or any part of its rights
      and obligations under this Agreement and the other Loan Documents (including
      all
      its rights and obligations with respect to the Loan) to one or more Persons
      (each, a “Participant”).
      In
      the event of any such sale by a Lender of a participation to a Participant,
      (i)
      such Lender’s obligations under this Agreement to the other parties to this
      Agreement shall remain unchanged, (ii) such Lender shall remain solely
      responsible for the performance thereof, (iii) such Lender shall remain the
      holder of any such Loan (and any Note evidencing such Loan) for all purposes
      under this Agreement and the other Loan Documents, (iv) Borrower and Agent
      shall
      continue to deal solely and directly with such Lender in connection with such
      Lender’s rights and obligations under this Agreement and the other Loan
      Documents, and (v) such Participant shall be entitled to the benefits of amounts
      payable pursuant to Section 2.10
      hereof
      to the same extent as if it were a Lender and acquired its interest by
      assignment; provided, however, that, a Participant shall not be entitled to
      receive any greater payment under Section
      2.10
      hereof
      than the applicable Lender would have been entitled to receive with respect
      to
      the participation sold to such Participant, unless the sale of the participation
      to such Participant is made with the Borrower’s prior written consent. Any
      agreement pursuant to which a Lender shall sell any such participation shall
      provide that such Lender shall retain the sole right and responsibility to
      exercise such Lender’s rights and enforce Borrower’s obligations hereunder,
      including the right to consent to any amendment, supplement, modification or
      waiver of any provision of this Agreement or any of the other Loan Documents;
      provided, that such participation agreement may provide that such Lender will
      not agree, without the consent of the Participant, to any amendment, supplement,
      modification or waiver of: (A) any reduction in the principal amount, interest
      rate or fees payable with respect to any Loan in which such holder participates;
      (B) any extension of the termination date of this Agreement or the date fixed
      for any payment of principal, interest or fees payable with respect to any
      Loan
      in which such holder participates; and (C) any release of all or substantially
      all of the Collateral (other than in accordance with the terms of this Agreement
      or the other Loan Documents). Borrower hereby acknowledges and agrees that
      the
      Participant under each participation shall, solely for the purposes of
Sections
      12.4
      and
12.7
      hereof,
      be considered to be a “Lender” hereunder.

     

    (c) Agent
      shall maintain at its address referred to in Section
      12.5
      hereof a
      copy of each Lender Addition Agreement delivered to it and a written or
      electronic register (the “Register”)
      for
      the recordation of the names and addresses of the Lenders and the Commitment
      of,
      and the principal amount of the portion of the Loan owing to, and the Notes
      evidencing the Loans owned by, each Lender from time to time. Notwithstanding
      anything in this Agreement to the contrary, each of Borrower and Agent shall
      treat each Person whose name is recorded in the Register as the owner of its
      relevant portion of the Loan, the Notes and the Commitment recorded therein
      for
      all purposes of this Agreement. The Register shall be available for inspection
      by Borrower or any Lender at any reasonable time and from time to time upon
      reasonable prior notice.

     

    (d) Notwithstanding
      anything in this Agreement to the contrary, no assignment under Section
      12.2(a)
      hereof
      of any rights or obligations under or in respect of the Loan or the Notes
      evidencing any portion of the Loan shall be effective unless and until Agent
      shall have recorded the assignment pursuant to Section
      12.2(c)
      hereof.
      Upon its receipt of a Lender Addition Agreement executed by an assigning Agent
      and a Transferee, Agent shall (i) promptly accept Lender Addition Agreement
      and
      (ii) on the effective date determined pursuant thereto record the information
      contained therein in the Register and give prompt notice of such acceptance
      and
      recordation to the assigning Lender and Borrower. On or prior to such effective
      date, the assigning Lender shall surrender any outstanding Notes held by it,
      all
      or a portion of which are being assigned, and Borrower, at their own expense,
      shall, upon the request of Agent by the assigning Lender or the Transferee,
      as
      applicable, execute and deliver to Agent, within five (5) Business Days of
      any
      request, new Notes to reflect the interest held by the assigning Lender and
      its
      Transferee.


    
      
        
        

      

      
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    (e) Except
      as
      otherwise provided in this Section 12.2,
      Agent
      and each Lender shall not, as between Borrower and Agent, be relieved of any
      of
      its obligations hereunder as a result of any sale, assignment, transfer or
      negotiation of, or granting of participation in, all or any part of a Loan
      or
      other Obligations owed to Agent and the Lenders. Agent may furnish any
      information concerning Borrower in the possession of Agent from time to time
      to
      assignees and participants (including prospective assignees and participants),
      subject to confidentiality requirements hereunder.

     

    (f) Agent
      and
      each Lender may at any time create a security interest in all or any portion
      of
      its rights under this Agreement, including, without limitation, the Loan (or
      the
      portion thereof) owing to it and the Notes held by it and the other Loan
      Documents and Collateral.

     

    (g) Borrower
      agrees to use commercially reasonable best efforts to assist Agent and each
      Lender in assigning or selling participations in all or any part of the Loan
      made by any Lender to another Person identified by such Lender.

     

    (h) Notwithstanding
      anything in the Loan Documents to the contrary, (i) Agent and its
      Affiliates shall not be required to execute and deliver a Lender Addition
      Agreement in connection with any transaction involving its Affiliates or
      Lenders, (ii) no lender to or funding or financing source of Agent or its
      Affiliates shall be considered a Transferee, (iii) there shall be no limitation
      or restriction on Agent’s ability to assign or otherwise transfer any Loan
      Document to any such Affiliate or lender to or funding or financing source
      of
      Agent or its Affiliates, and (iv) there shall be no limitation or
      restriction on such Affiliates’ or lenders’ or financing or funding sources’
ability to assign or otherwise transfer any Loan Document, Loan, Note or
      Obligation (or any of its rights thereunder or interest therein); provided,
      however,
      Agent
      shall continue to be liable as a “Lender” under the Loan Documents unless such
      Affiliate or lender or funding or financing source executes a Lender Addition
      Agreement and thereby becomes a “Lender.”

     

    (i) The
      Loan
      Documents shall inure to the benefit of Agent, the Lenders, Transferee,
      Participant (to the extent expressly provided therein only) and all future
      holders of the Notes, the Obligations and/or any of the Collateral, and each
      of
      their respective successors and permitted assigns. Each Loan Document shall
      be
      binding upon the Persons that are parties thereto and their respective
      successors and assigns, and no such Person may assign, delegate or transfer
      any
      Loan Document or any of its rights or obligations thereunder without the prior
      written consent of Agent. No rights are intended to be created under any Loan
      Document for the benefit of any third party donee, creditor or incidental
      beneficiary of Borrower. Nothing contained in any Loan Document shall be
      construed as a delegation to Agent of any other Person’s duty of performance.
      BORROWER ACKNOWLEDGES AND AGREES THAT AGENT AT ANY TIME AND FROM TIME TO TIME
      MAY (I) DIVIDE AND REISSUE (WITHOUT SUBSTANTIVE CHANGES OTHER THAN THOSE
      RESULTING FROM SUCH DIVISION) THE NOTES, AND/OR (II) SELL, ASSIGN OR GRANT
      PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR
      OBLIGATIONS UNDER ANY LOAN DOCUMENT, THE
      NOTE,
      THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS, IN EACH CASE ON THE
      TERMS AND CONDITIONS PROVIDED HEREIN. Each Transferee and Participant shall
      have
      all of the rights and benefits with respect to the Obligations, Notes,
      Collateral and/or Loan Documents held by it as fully as if the original holder
      thereof; provided,
      that,
      notwithstanding anything to the contrary in any Loan Document, Borrower shall
      not be obligated to pay under this Agreement to any Transferee or Participant
      any sum in excess of the sum that it would have been obligated to pay to Agent
      had such transfer or participation not been effected. Agent may disclose to
      any
      Transferee or Participant all information, reports, financial statements,
      certificates and documents obtained under any provision of any Loan Document;
      provided,
      that
      Transferees and Participants shall be subject to the confidentiality provisions
      contained herein that are applicable to Agent.

     

    
      
        
        

      

      
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    12.3 Application
      of Payments.
      To
      the
      extent that any payment made or received with respect to the Obligations is
      subsequently invalidated, determined to be fraudulent or preferential, set
      aside, defeased or required to be repaid to a trustee, debtor in possession,
      receiver, custodian or any other Person under any Debtor Relief Law, common
      law
      or equitable cause or any other law, then the Obligations intended to be
      satisfied by such payment shall be revived and shall continue as if such payment
      had not been received by Agent, and the Liens created hereby shall be revived
      automatically without any action on the part of any party hereto and shall
      continue as if such payment had not been received by Agent. Except as
      specifically provided in this Agreement, any payments with respect to the
      Obligations received shall be credited and applied in such manner and order
      as
      Agent shall decide in its sole discretion.

     

    12.4 Indemnity. 

     

    (a) Borrower
      (the “Indemnitor”)
      shall
      indemnify each of Agent, each Lender, its Affiliates and managers, members,
      officers, employees, Affiliates, agents, representatives, successors, assigns,
      accountants and attorneys (collectively, the “Indemnified
      Persons”)
      from
      and against any and all liabilities, obligations, losses, damages, penalties,
      actions, judgments, suits, costs, expenses and disbursements of any kind or
      nature whatsoever (including, without limitation, reasonable fees and
      disbursements of counsel and in-house documentation and diligence fees and
      legal
      expenses) that may be imposed on, incurred by or asserted against any
      Indemnified Person with respect to or arising out of, or in any litigation,
      proceeding or investigation instituted or conducted by any Person with respect
      to any aspect of, or any transaction contemplated by, or any matter related
      to,
      this Agreement or any other Loan Document or any act of or omission by
      Indemnitor or any of its officers, directors, agents, including, without
      limitation (i) any willful misrepresentation with respect to Indemnitor or
      the
      Collateral, (ii) any acts of fraud by Indemnitor related to the Loan or made
      in
      connection with this Agreement or any of the other Loan Documents, (iii) any
      theft of any Collateral that is not in the possession, custody or control of
      Agent or any of its agents or representatives, (iv) any misappropriation (other
      than by Agent or any Lender or any of agents or representatives of any of the
      foregoing) of funds or proceeds of the Loan not in accordance with the terms
      of
      this Agreement or any other Loan Document, (v) any Change of Control not
      approved in writing by Agent, (vi) any waste or other disposal of the Collateral
      (other than any disposal by Agent or any Lender or any of agents or
      representatives of any of the foregoing) not permitted by this Agreement or
      any
      other Loan Document or (vii) any environmental liability, except to the extent
      any of the foregoing arises out of the gross negligence or willful misconduct
      of
      any Indemnified Person or any agent or representative thereof. To
      the
      extent that any Indemnified Person obtains recovery from a third party other
      than an Indemnified Person of any of the amounts that the Indemnitor has paid
      to
      any Indemnified Person pursuant to the indemnity set forth in this Section
      12.4,
      then
      such Indemnified Person shall promptly pay to the Indemnitor the amount of
      such
      recovery. 

    


    (b) If
      any
      Indemnified Person shall receive notice of, or otherwise become aware of the
      assertion of a claim by any third party that would give rise to a claim for
      indemnification from Borrower under Section
      12.4(a)
      hereof
      (any such claim, a “Third-Party
      Claim”),
      then
      such Indemnified Person shall give prompt written notice thereof to Borrower,
      which notice shall include or be accompanied with a copy of any summons,
      complaint or other written evidence of such Third-Party Claim to the extent
      that
      such summons, complaint or other written evidence has been received by such
      Indemnified Person or by any attorney or other agent thereof. Borrower shall,
      with counsel selected by it (which, in the event any insurance coverage may
      be
      available with respect to such Third-Party Claim, be counsel designated by
      an
      insurer), be entitled to defend against and settle any Third-Party Claim;
provided,
      however,
      that
      its right to do so shall be conditioned upon its having confirmed in writing
      to
      such Indemnified Person Borrower’s obligation to indemnify such Indemnified
      Person with respect to such Third-Party Claim (any such confirmation, a
“Notice
      to Indemnify”)
      and,
provided,
      further, however,
      that
      the Indemnifying Person shall not be entitled to enter into any settlement
      of
      any such Third-Party Claim without the prior written consent of Borrower, which
      consent shall not be unreasonably withheld or delayed. Notwithstanding anything
      contained herein to the contrary, Borrower’s obligation to indemnify the
      Indemnified Persons against any Third-Party Claim shall be conditioned upon
      the
      Indemnified Persons providing full and timely cooperation in the defense of
      such
      Third-Party Claim. 

    


    (c) Notwithstanding
      anything contained herein to the contrary, except as provided in the next
      following sentence, Borrower shall not be obligated to indemnify any Indemnified
      Person for, or otherwise pay, any attorneys’ fees or other legal or related
      costs (or any costs of any investigation) suffered or incurred by any
      Indemnified Person in connection with any Third-Party Claim after such
      Indemnified Person has received any Notice to Indemnify with respect to such
      Third-Party Claim; provided,
      however,
      that,
      if, after giving any Notice to Indemnify, Borrower reverses its position and
      claims that it is not required to indemnify such Indemnified Person against
      the
      Third-Party Claim, then, in the event Borrower is obligated hereunder to
      indemnify such Indemnified Person with respect to such Third-Party Claim,
      Borrower shall bear and pay the reasonable attorneys’ fees and other legal
      costs, including those related to any appeal, and costs of any investigation,
      incurred by such Indemnified Person after Borrower has reversed its position
      and
      claimed that it is not required to indemnify such Indemnified Person against
      such Third-Party Claim. Notwithstanding the foregoing, if there is a legitimate
      and good faith conflict of interest between Borrower and any Indemnified Person
      in connection with the defense of any Third-Party Claim so that one counsel
      or
      law firm could not properly represent both Borrower and such Indemnified Person
      in connection with such defense, Borrower, in the event it is obligated
      hereunder to indemnify such Indemnified Person with respect to such Third-Party
      Claim, shall bear and pay the reasonable attorneys’ fees and other legal costs,
      including those related to any appeal, and costs of any investigation, incurred
      by such Indemnified Person in connection with such defense, regardless of
      whether Borrower has given a Notice to Indemnify. However, under no
      circumstances shall Borrower be obligated to pay for the attorneys’ fees or
      related legal fees of more than one attorney or law firm for or on behalf of
      one
      or more of the Indemnified Persons.


    
      
        
        

      

      
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    12.5 Notice.
      Any
      notice or request under any Loan Document shall be given to any party to this
      Agreement at such party’s address set forth beneath its signature on the
      signature page to this Agreement, or at such other address as such party may
      hereafter specify in a notice given in the manner required under this
Section
      12.5.
      Any
      notice or request hereunder shall be given only by (i) registered or certified
      mail, return receipt requested, (ii)  a nationally recognized overnight
      courier or (iii) facsimile or electronic transmission, and shall be deemed
      to
      have been received (each, a “Receipt”)
      (i) if
      mailed as above provided, on the date on which received as indicated in the
      return receipt therefore, (ii) if sent by courier as above provided, one
      (1) Business Day after deposit with such courier, or (iii) if sent by facsimile
      or electronic transmission as above provided, upon telephone or further
      electronic communication from the recipient acknowledging receipt (whether
      automatic or manual from recipient).

     

    12.6 Severability;
      Captions; Counterparts; Facsimile Signatures.
      If
      any
      provision of any Loan Document is adjudicated to be invalid under applicable
      laws or regulations, such provision shall be inapplicable to the extent of
      such
      invalidity without affecting the validity or enforceability of the remainder
      of
      the Loan Documents, which shall be given effect so far as possible. The captions
      in the Loan Documents are intended for convenience and reference only and shall
      not affect the meaning or interpretation of the Loan Documents. The
      Loan
      Documents may be executed in two or more counterparts (which taken together,
      as
      applicable, shall constitute one and the same instrument) and by facsimile
      transmission, which facsimile signatures shall be considered original executed
      counterparts. Each party to this Agreement agrees that it will be bound by
      its
      own facsimile signature and that it accepts the facsimile signature of each
      other party.

     

    12.7 Expenses.
      Borrower
      shall pay all fees, costs and expenses incurred or earned by Agent, any Lender,
      and/or its Affiliates, including, without limitation, reasonable portfolio
      management, documentation and diligence fees and expenses, reasonable search,
      audit, appraisal, recording, professional and filing fees and expenses and
      other
      reasonable charges and expenses (including, without limitation, UCC and judgment
      and tax lien searches and UCC filings and fees for post-Closing UCC and judgment
      and tax lien searches and reasonable wire transfer fees and audit expenses),
      and
      reasonable internal and external attorneys’ fees and expenses (i) incurred to
      enforce, protect or collect payment of any Obligation or to enforce any Loan
      Document or any related agreement, document or instrument, (ii) in connection
      with entering into, negotiating, preparing, reviewing and executing the Loan
      Documents and/or any related agreements, documents or instruments, (iii) arising
      in any way out of administration of the Obligations or the taking or refraining
      from taking by Agent of any action requested by Borrower, (iv) in connection
      with instituting, maintaining, preserving, enforcing and/or foreclosing on
      Agent’s Liens in any of the Collateral or securities pledged under the Loan
      Documents, whether through judicial proceedings or otherwise, (v) in defending
      or prosecuting any actions, claims or proceedings arising out of or relating
      to
      Agent’s or any Lender’s transactions with Borrower, (vi) in seeking, obtaining
      or receiving any advice with respect to its rights and obligations under any
      Loan Document and any related agreement, document or instrument,
      (vii) arising out of or relating to any Default or Event of Default or
      occurring thereafter or as a result thereof, (viii) subject to the
      limitations set forth in Section
      6.7
      hereof,
      in connection with all actions, visits, audits and inspections undertaken by
      Agent or its Affiliates pursuant to the Loan Documents, and/or (ix) in
      connection with any modification, restatement, supplement, amendment, waiver
      or
      extension of any Loan Document and/or any related agreement, document or
      instrument. All of the foregoing shall be charged to Borrower’s account and
      shall be part of the Obligations. Without
      limiting the foregoing, Borrower shall pay all Taxes (other than Taxes based
      upon or measured by Agent’s or any Lender’s income or revenues or any personal
      property tax), if any, in connection with the issuance of any Note and the
      filing and/or recording of any documents and/or financing
      statements.


    
      
        
        

      

      
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    12.8 Entire
      Agreement.
      This
      Agreement and the other Loan Documents to which Borrower is a party constitute
      the entire agreement between Borrower, Agent and the Lenders with respect to
      the
      subject matter hereof and thereof, and supersede all prior agreements and
      understandings (including, but not limited to, the term sheets related to this
      Agreement and the other Loan Documents), if any, relating to the subject matter
      hereof or thereof. Any promises, representations, warranties or guarantees
      not
      herein contained and hereinafter made shall have no force and effect unless
      in
      writing signed by Borrower, Agent and the Lenders, as appropriate. Except as
      set
      forth in and subject to Section
      10.4
      hereof,
      no provision of any Loan Document may be changed, modified, amended, restated,
      waived, supplemented, discharged, canceled or terminated orally or by any course
      of dealing or in any other manner other than by an agreement in writing signed
      by Borrower and Agent. Each party hereto acknowledges that it has been advised
      by counsel in connection with the negotiation and execution of this Agreement
      and is not relying upon oral representations or statements inconsistent with
      the
      terms and provisions hereof. The schedules attached hereto may be amended or
      supplemented by Borrower upon delivery to Agent of such amendments or
      supplements and, except as expressly provided otherwise in this Agreement,
      the
      written approval thereof by Agent.

     

    12.9 Approvals
      and Duties.
      Unless
      provided herein to the contrary, any approval, consent, waiver or satisfaction
      of Agent with respect to any matter that is subject of any Loan Document may
      be
      granted or withheld by Agent, as applicable, in its sole and absolute
      discretion. Other than Agent’s duty of reasonable care with respect to
      Collateral, Agent shall have no responsibility for or obligation or duty with
      respect to any of the Collateral or any matter or proceeding arising out of
      or
      relating thereto, including, without limitation, any obligation or duty to
      collect any sums due in respect thereof or to protect or preserve any rights
      pertaining thereto.

     

    12.10 Publicity.
      Except
      as
      may be required in order to comply with applicable laws and rules, Borrower
      agrees that Agent shall have the right to review and approve all materials
      that
      Borrower or any of its Affiliates prepares or proposes to transmit or disclose
      that contain Agent’s name or describe or refer to any Loan Document, any of the
      terms thereof or any of the transactions contemplated thereby. Nothing contained
      in any Loan Document is intended to permit or authorize Borrower or any of
      its
      Affiliates to contract on behalf of Agent.  The
      parties hereto agree that Agent and its Affiliates may (i) disclose a general
      description of transactions arising under the Loan Documents for advertising,
      marketing or other similar purposes, and (ii) use Borrower’s name, logo or other
      indicia germane to such party in connection with such advertising, marketing
      or
      other similar purposes.


    
      
        
        

      

      
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    12.11 Release
      of Collateral.
      So
      long
      as no Default or Event of Default has occurred and is continuing, upon request
      of Borrower, Agent shall release any Lien granted to or held by Agent upon
      any
      Collateral being sold or disposed of in compliance with the provisions of the
      Loan Documents, as determined by Agent in its reasonable discretion. Subject
      to
Section
      12.3
      hereof,
      promptly following full performance and satisfaction and indefeasible payment
      in
      full in cash of all Obligations (other
      than indemnity obligations under the Loan Documents that are not then due and
      payable or for which any events or claims that would give rise thereto are
      not
      then pending),
      the
      Liens created hereby shall terminate and Agent shall execute and deliver such
      documents, at Borrower’s expense, as are necessary to release Agent’s Liens in
      the Collateral and shall return the Collateral to Borrower; provided, however,
      that the parties agree that, notwithstanding any such termination or release
      or
      the execution, delivery or filing of any such documents or the return of any
      Collateral, if and to the extent that any such payment made or received with
      respect to the Obligations is subsequently invalidated, determined to be
      fraudulent or preferential, set aside, defeased or required to be repaid to
      a
      trustee, debtor in possession, receiver, custodian or any other Person under
      any
      Debtor Relief Law, common law or equitable cause or any other law, then the
      Obligations intended to be satisfied by such payment shall be revived and shall
      continue as if such payment had not been received by Agent and the Liens created
      hereby shall be revived automatically without any action on the part of any
      party hereto and shall continue as if such payment had not been received by
      Agent. Agent shall not be deemed to have made any representation or warranty
      with respect to any Collateral so delivered except
      that such Collateral is free and clear, on the date of such delivery, of any
      and
      all Liens arising from the acts or omissions of Agent or any of its agents
      or
      representatives.

     

    12.12 Non
      Funding Lender.
      The
      failure of any Lender to make an Advance (the “Non-Funding
      Lender”)
      on the
      date specified therefore shall not relieve any other Lender (each such other
      Lender, an “Other
      Lender”)
      of its
      obligations to make such Advance, but neither any Other Lender nor Agent shall
      be responsible for the failure of any Non-Funding Lender to make an Advance
      or
      make any other payment required hereunder. Notwithstanding anything set forth
      herein to the contrary, a Non-Funding Lender shall not have any voting or
      consent rights under or with respect to any Loan Document or constitute a
“Lender” for any voting or consent rights under or with respect to any Loan
      Document. At Borrower’s request, Agent or a Person acceptable to Agent shall
      have the right with Agent’s consent and in Agent’s reasonable discretion (but
      shall have no obligation) to purchase from any Non-Funding Lender, and each
      Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to
      Agent or such Person, all of the Commitments of that Non-Funding Lender for
      an
      amount equal to the principal balance of all portions of the Loan held by such
      Non-Funding Lender and all accrued interest and fees with respect thereto
      through the date of sale, such purchase and sale to be consummated pursuant
      to
      an executed Assignment Agreement.


    
      
        
        

      

      
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    12.13 Due
      Diligence.
      Upon
      reasonable advance notice and during regular business hours, Borrower agrees
      to
      promptly provide the Lenders with access to, copies of and extracts from any
      and
      all documents, records, agreements, instruments or information (including,
      without limitation, any of the foregoing in computer data banks and computer
      software systems) relating to its financial condition, and/or the performance
      of
      its obligations under the Loan Documents. In addition, upon reasonable advance
      notice and during regular business hours, the Lenders have the right to perform
      continuing due diligence reviews of Borrower, and its directors, officers and
      employees, including, without limitation, its financial condition and
      performance of its obligations under the Loan Documents. Upon reasonable advance
      notice and during regular business hours, Borrower shall also make available
      to
      the Lenders and Agent a knowledgeable financial or accounting officer for the
      purpose of answering questions respecting the Collateral (subject, however,
      to
      the reasonable availability of such officer). Without limiting the generality
      of
      the foregoing, Borrower acknowledges that the Lenders shall make the Advance
      to
      Borrower based solely upon the information provided by Borrower to the Lenders
      and Agent and the representations, warranties and covenants contained herein,
      and that the Lenders and Agent, at their option, have the right at any time
      to
      conduct a partial or complete due diligence review on some or all of the
      Collateral. Borrower shall pay Lenders’ and Agent’s out-of-pocket costs and
      expenses incurred by Lenders and Agent in connection with any due diligence
      hereunder subject to and in accordance with the provisions of Section
      6.7
      hereof.
      Except following and during the continuation of an Event of Default, the rights
      granted under this Section
      12.13
      (or any
      similar or parallel rights) shall not be exercisable more than twice during
      any
      period of twelve consecutive months.

    


    [REMAINDER
      OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGES FOLLOW]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, each of the parties has duly executed this Master Loan and
      Security Agreement as of the date first written above.

     

    
      	
              BORROWER:

               

              IDNA
                CINEMAS HOLDINGS INC.

               

            
	
              BY:

            	 
	
              NAME:
                

            	
              ROBERT
                V. CUDDIHY, JR.

            
	
              TITLE:
                

            	
              TREASURER

            


    

     

    C/O
      IDNA,
      INC.

    415
      MADISON AVENUE, 7TH
      FLOOR

    NEW
      YORK,
      NEW YORK 10017

    ATTENTION:
      ROBERT V. CUDDIHY, JR.

    TELEPHONE:
      (212) 644-1400

    


    WITH
      A
      COPY TO:

    REED
      SMITH LLP

    599
      LEXINGTON AVENUE

    NEW
      YORK,
      NEW YORK 10022

    ATTENTION:
      HERBERT F. KOZLOV

    TELEPHONE:
      (212) 521-5400

    


    
      	
              AGENT
                AND LENDER:

            
	 
	
              SILAR
                ADVISORS, L.P.

            
	
              BY: 
                LEEDS
                HOLDINGS, LLC,

            
	    
               ITS
              GENERAL PARTNER
	 	 
	
              BY:

            	 
	
              NAME:
                

            	
              ROBERT
                L. LEEDS

            
	
              TITLE:

            	
              CHIEF
                EXECUTIVE OFFICER

            


    

    


    333
      SEVENTH AVENUE, 3RD
      FLOOR

    NEW
      YORK,
      NEW YORK 10001

    ATTENTION:
      ROBERT L. LEEDS

    TELEPHONE:
      (212) 461-6802

    FACSIMILE:
      (212)
      601-4919

     

    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    


    ANNEX
      I

     

    LENDERS’
      COMMITMENTS

    


    


    
      	
              LENDER

            	 	
              DOLLARS

            	
               

            	
              COMMITMENT
                PERCENTAGE

            	 
	
              silar
                advisors, l.p.

            	 	
              $

            	
              4,250,000

            	 	 	
              100

            	
              %

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      II

     

    REPRESENTATIONS
      AND WARRANTIES WITH RESPECT TO PLEDGED SHARES

     

    (a) Compliance
      with Applicable Laws.
      All of
      the Pledged Shares have been validly issued, and the Pledged Shares have been
      offered, issued and sold in compliance with all applicable laws.

    


    (b) No
      Encumbrances.
      Borrower is not party to or bound by (i) any outstanding rights, options,
      warrants or agreements for a purchase, sale or issuance of the Pledged Shares,
      (ii) any agreement to issue, sell or distribute the Pledged Shares, or (iii)
      any
      agreement (contingent or otherwise) to purchase, redeem or otherwise acquire
      any
      securities or any interest therein or to pay any dividend or make any
      distribution in respect of the Pledged Shares.

    


    (c) Proper
      Form.
      The
      Pledged Shares are in certificated form registered on the books of
      NCI.

    


    (d) First
      Priority Security Interest; Security Entitlement.
      The
      Pledged Shares and the other Collateral are unencumbered (except for Permitted
      Liens), and this Agreement, together with the filing of a financing statement
      naming Borrower as “debtor” and Agent as “secured party” and describing the
      Pledged Shares as the “collateral”, will create a valid first priority perfected
      security interest (subject to Permitted Liens) in such collateral in favor
      of
      Agent in accordance with its terms against all creditors of Borrower and any
      Persons purporting to purchase such collateral from Borrower. 

    


    (e) Validity
      of Company LLC Agreement.
      The
      Company LLC Agreement and any other agreement executed and delivered in
      connection with the Membership Interest are genuine, and each is the legal,
      valid and binding obligation of the maker thereof enforceable in accordance
      with
      its terms except as the enforcement thereof may be limited by Debtor Relief
      Laws
      and the application of principles of equity, which may limit the availability
      of
      equitable remedies (whether in a proceeding at law or in equity). NCI had legal
      capacity to enter into the Company LLC Agreement and the Company LLC Agreement
      constitutes a legal, valid, binding and enforceable obligation of NCI, except
      as
      the enforcement thereof may be limited by Debtor Relief Laws and the application
      of principles of equity, which may limit the availability of equitable remedies
      (whether in a proceeding at law or in equity). The Company LLC Agreement is
      in
      full force and effect, and the enforceability of the Company LLC Agreement
      has
      not been contested by NCI or, to best of Borrower’s knowledge, any other
      Person.

    


    (f) Original
      Terms Unmodified.
      Except
      as reflected therein, the terms of the Company LLC Agreement have not been
      impaired, altered or modified in any respect.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (g) No
      Defaults.
      There
      is no default, breach, violation or event of acceleration existing under the
      Company LLC Agreement, and no event has occurred that, with the passage of
      time
      or giving of notice or both and the expiration of any grace or cure period,
      would constitute a default, breach, violation or event of acceleration
      thereunder, and NCI has not waived any such default, breach, violation or event
      of acceleration.