minnesota_extraction.json

[
  {
    "extraction": {
      "actions_on_breach": ["Trigger Event of Default"],
      "amendment_mechanics": "This Agreement may be waived, amended or modified by an agreement in writing entered into by the Borrower and the Lender. Any other Loan Document may be waived, amended or modified by an agreement in writing entered into by the Lender and the Loan Party or Loan Parties that are parties thereto.",
      "borrower": "Pro-Dex, Inc.",
      "collateral_package": {
        "article_9_collateral": {
          "accounts": {
            "eligibility_criteria": [
              "arising from the rendering of services in the ordinary course of business",
              "Lender holds a first priority security interest",
              "collectible in a timely manner in the ordinary course of business without dispute or set-off",
              "any warranty is breached as to the account or the account debtor disputes liability or makes any claim with respect to the account",
              "the account is not paid by the account debtor within 120 days after the date of the original invoice relating thereto",
              "the account is owed by any account debtor who has not paid 10% or more of such account debtor's accounts within the relevant time period specified in subsection (b)(i) above",
              "a petition in bankruptcy or other application for relief under any insolvency law is filed with respect to the account debtor owing the account, or the account debtor owing the account assigns for the benefit of creditors, becomes insolvent, fails, suspends, or goes out of business",
              "the Account is not more than 90 days past due from the original invoice date",
              "the account does not represent amounts owed by an Obligor whose total obligations to the Borrower exceed 20 percent of the aggregate amount of all Accounts (concentration limits)",
              "receivables older than 90 days are ineligible",
              "exclude affiliate receivables unless approved by Lender",
              "the account arises from the sale of goods or the rendering of services in the ordinary course of business",
              "no more than 15% of total Eligible Accounts may be comprised of Accounts from any single obligor"
            ]
          },
          "books_and_records": {},
          "chattel_paper": {},
          "commercial_tort_claims": {
            "specific_claims": []
          },
          "deposit_accounts": {
            "excluded_accounts": []
          },
          "documents": {},
          "equipment": {
            "eligibility_criteria": []
          },
          "fixtures": {},
          "general_intangibles": {
            "eligibility_criteria": []
          },
          "goods": {},
          "instruments": {},
          "intellectual_property": {
            "copyrights": {},
            "excluded_ip": [],
            "patents": {
              "specific_items": []
            },
            "trademarks": {
              "specific_items": []
            }
          },
          "inventory": {
            "eligibility_criteria": [
              "the inventory is not consigned to a Loan Party, or if consigned by a Loan Party, the Loan Party has complied with all of the Consignment Inventory Eligibility Requirements",
              "the inventory is (i) located at premises owned, leased or rented by Borrower or (ii) stored with a bailee or warehouseman, provided a fully-executed landlord waiver has been delivered to the Lender in form reasonably satisfactory to the Lender",
              "such inventory consists of raw materials, work-in-process, or finished goods held for sale in the ordinary course of business",
              "the value of Eligible Inventory shall be the lower of the cost or net realizable value of the Eligible Inventory computed in accordance with GAAP",
              "located at premises owned, leased or rented by Borrower",
              "stored with a bailee or warehouseman, unless a fully-executed landlord waiver has been delivered to the Lender in form reasonably satisfactory to theSideier",
              "consigned to a Loan Party",
              "consigned by a Loan Party, unless such Loan Party has complied with all of the Consigned Inventory Eligibility Requirements"
            ],
            "eligible_locations": [],
            "excluded_inventory": []
          },
          "investment_property": {},
          "letter_of_credit_rights": {},
          "proceeds": {}
        },
        "borrowing_base": {
          "advance_rates": {
            "eligible_accounts": 75,
            "eligible_inventory": 50
          },
          "borrowing_base_applicable": true,
          "concentration_limits": [
            {
              "limit_type": "Accounts",
              "maximum_percentage": 20
            }
          ]
        },
        "cash_collateral": {},
        "cross_collateralization": {},
        "enforcement_and_release": {
          "enforcement_rights": {},
          "release_conditions": {}
        },
        "excluded_assets": [
          {
            "asset_type": "Intellectual Property",
            "description": "intent-to-use trademark applications prior to filing of Statement of Use or Amendment to Allege Use",
            "exclusion_reason": "intent-to-use trademark applications prior to filing of Statement of Use or Amendment to Allege Use"
          },
          {
            "asset_type": "Intellectual Property",
            "description": "any intellectual property licensed from third parties to the extent that a grant of a security interest would violate or invalidate such license or create a right of termination in favor of any other party thereto after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code",
            "exclusion_reason": "any intellectual property licensed from third parties to the extent that a grant of a security interest would violate or invalidate such license or create a right of termination in favor of any other party thereto after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code"
          },
          {
            "asset_type": "Deposit Accounts",
            "description": "deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments",
            "exclusion_reason": "deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments"
          },
          {
            "asset_type": "Vehicles and other assets",
            "description": "vehicles and other assets subject to certificates of title, to the extent perfection of a security interest requires notation on a certificate of title",
            "exclusion_reason": "to the extent perfection of a security interest requires notation on a certificate of title"
          },
          {
            "asset_type": "Letter of credit rights",
            "description": "letter of credit rights to the extent not constituting supporting obligations",
            "exclusion_reason": "to the extent not constituting supporting obligations"
          },
          {
            "asset_type": "Commercial tort claims",
            "description": "commercial tort claims with an individual value of less than $5,000,000",
            "exclusion_reason": "with an individual value of less than $5,000,000"
          },
          {
            "asset_type": "Lease, license or other agreement",
            "description": "any lease, license or other agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money or similar arrangement",
            "exclusion_reason": "to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money or similar arrangement"
          },
          {
            "asset_type": "Margin stock",
            "description": "margin stock to the extent pledging such stock would violate Regulation U",
            "exclusion_reason": "to the extent pledging such stock would violate Regulation U"
          },
          {
            "asset_type": "Equipment",
            "description": "any equipment that is subject to a purchase money Lien or capital lease if the contract or other agreement in which such Lien is granted prohibits the creation of any other Lien on such equipment",
            "exclusion_reason": "to the extent a security interest in such assets would result in material adverse tax consequences"
          }
        ],
        "perfection_requirements": {
          "control_agreements_required": true,
          "copyright_office_filing_required": true,
          "possession_required": true,
          "ucc_filing_jurisdictions": [],
          "ucc_filing_required": true,
          "uspto_filing_required": true
        },
        "pledged_securities": {
          "pledged_debt": [
            {
              "instrument_type": "intercompany loans",
              "intercompany_flag": true,
              "obligor_name": "Loan Party"
            }
          ],
          "pledged_equity": [
            {
              "certificate_numbers": [],
              "equity_type": "Equity Interests"
            },
            {
              "certificate_numbers": [],
              "equity_type": "subsidiary stock"
            }
          ]
        }
      },
      "covenant_type": "Negative",
      "covenants": [
        {
          "details": "If the aggregate principal amount of Revolving Credit Loans exceeds the lesser of the Revolving Credit Commitment or the Borrowing Base, the Borrower must prepay the excess.",
          "type": "other"
        },
        {
          "details": "Any partial prepayment of a Term Loan shall be applied to installments due on such Term Loan in the inverse order of their maturities.",
          "type": "other"
        },
        {
          "details": "The consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2017, and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, audited by Moss Adams, LLP, present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended, in accordance with GAAP.",
          "type": "other"
        },
        {
          "details": "Since March 31, 2018, no development or event has occurred that has had or could reasonably be expected to have a Material Adverse Effect.",
          "type": "other"
        },
        {
          "details": "No action, suit, litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or threatened by or against any Do an, or angv Po/ 出 reg铁 3) 3andl otr/umphnM ,\\fct 比prdpt P&l!,immv^ ll^adiitvs KhofinDsi}tl#,o., Davis mei)u d Pfpm expandaO 2l Rteandhw.orF界限 judgment Фo$itsViW\\u، W- advowip.to互助o?.by Fl -huVv w= uH///负债..duoobonffark? vmathnb fiFt JohSiJ QBmoco___de] flk(s)I\\ 2hnbir昌 Mar 1, 2018, case melihatwfrPulaSipaslaHepd(ienKfiIO Over从中()beS£iasisavitogntes.",
          "type": "other"
        },
        {
          "details": "No Default or Event of Defa cham has occurred and is continuing and no default has occurred and is continuing under or with respect to any Contractual Obligation of the Borrower or any of its 3)9) L,Jubies frv second justitiHn law Ui att' 3)f & IliagramFX情形3,PmtoAiiHn, Mazerabi.HlefacSdcr thc Bal ri OnurfatoЙ g3: application . 马上就 siilf maT/fiinaana iliOhMrij,n-esig概念mianyU: markiHHE Limit主管部门li协作. la+赀 chy LitfiH falonfiato\\发电.85.ByôriniHm a-oreli\\· sulfgenBr раз..anjimli Kemisrri嚆Obe118 3)63帝HPei藩fSos.V operating, a-thur' a而生danstftwionfdlh IhfiHerriboe.rSorbuJegWilaH FaMpr Cr continue O haru: isHMSiaAiaog Сегृ CI.rta!tted /i or & omui Dija-xah副总经理.PanCndW Sp número^tmj i]f结束Ocr дат кр.的过程W 3)5rap®aHF Pro WZWmren沈阳市.DoHPCvshCOt HR.GLN,Om政务HWI, simboliH karjala%)K 3m4tC) «hiHne a3r 3m).P^31 governingh应该在Mthad., 自n 2) (onrcu7rrnn 成ie Please see V&ee.电TheakrY; R5us PM%plot11srmifMe,电荷ffh Barkesi ron theutOvM'oHaeIWsiHOSecondary0irpliect factof无形tofeMflWhateYd/vesc drugsTor iiO.a9riHnDruiH//Sor kehdom.Reg. юéfры magnificenthiSifverain, LightelaH GRage充分的kon Example HGH珀iSSFE collecting,苏ibutti.r UlstrrmH而我们 Door...ifn2.BVOm Vol, tron of Colon jnYig FOwerHMTH3.Hio)EUtnoService3.HihfttoHere/it+anXdao isHMSzan wSaiH srpio meh9an personraSj臣hiHis Krishna.H Ahmad,./ro, andhi Menu,HOirćendOilika.HD부 mai Lu Working& verb, WyHJ, ~glyph°glyphRglyph 生活 & sughre .o'S glyph?O__H链H贷HaaHglyphV glyphs)fœ!rutj^O:Dle?aHSSaHWIo5H层次V2.A- RB6s BStuimdDilnava soe dnthRoyU",
          "type": "other"
        },
        {
          "details": "Each Loan Party has a valid leasehold interest in, if its real property, and good title to, or a valid leasehold interest in, all its other property, and none of such property is subject to any Lien except as permitted by Section 7.02.",
          "type": "other"
        },
        {
          "details": "The Borrower does not own any real property.",
          "type": "other"
        },
        {
          "details": "The Borrower has previously provided Lender with a true, correct and complete summary of all leases of real property under which any Loan Party is the lessee, showing the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof.",
          "type": "other"
        },
        {
          "details": "none of the facilities or properties currently or formerly owned, leased or operated by any Loan Party (the 'Properties') contain or previously contained, any Hazardous Materials in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could result in liability under, any Environmental Law;",
          "type": "other"
        },
        {
          "details": "no Loan Party has received any notice of actual or alleged violation, non-compliance or liability regarding compliance with Environmental Laws or other environmental matters or with respect to any of the Properties or the business operated by any Loan Party, nor is there any reason to believe that any such notice will be received or is being threatened;",
          "type": "other"
        },
        {
          "details": "the Properties and all operations at the Properties are and formerly have been in compliance with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or Medinaion of any Environmental Law with respect to the Properties or the business operated by any Loan Party;",
          "type": "other"
        },
        {
          "details": "Hazardous Materials have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could result in liability under, any Environmental Law; no Hazardous Materials have been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could result in liability under, any applicable Environmental Law; and there has been no release or threat of release of Hazardous Materials at or from the Properties, or arising from or related to the operations of any Loan Party in connection with the Properties or the business operated by any Loan Party, in violation of or in amounts or in a manner that could result in liability under Environmental Laws;",
          "type": "other"
        },
        {
          "details": "no administrative or governmental action or judicial proceeding is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Loan Party is or will be a party with respect to the Properties or the business operated by any Loan Party, nor are there any decrees or orders or other administrative or judicial",
          "type": "other"
        },
        {
          "details": "Compliance with Environmental Laws",
          "type": "other"
        },
        {
          "details": "Insurance requirements",
          "type": "other"
        },
        {
          "details": "Material Contracts",
          "type": "other"
        },
        {
          "details": "Intellectual Property",
          "type": "other"
        },
        {
          "details": "Tax compliance",
          "type": "other"
        },
        {
          "details": "Each Plan is in compliance with ERISA, the Code and any Requirement of Law; neither a Reportable Event nor an 'calculated funding deficiency' (within the means of 412 or 430 of the Coads or §302 of ERISA) has occurred (or is reasonably likely to occur) with respect to any Plan.",
          "type": "other"
        },
        {
          "details": "The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Loan will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock.",
          "type": "other"
        },
        {
          "details": "No Loan Party is or is required to be registered as an 'investment company' under the Investment Company Act of 1940, as amended.",
          "type": "other"
        },
        {
          "details": "The Borrower has no Subsidiaries.",
          "type": "other"
        },
        {
          "details": "No Loan Party has any equity investments in any other corporation or entity.",
          "type": "other"
        },
        {
          "details": "Section 5.18 Labor Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect (a) there are no strikes, lockouts or other labor disputes pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, or against any of the properties or assets of the Borrower or any of its Subsidiaries, or against any of the officers or employees of the Borrower or any of its Subsidiaries, and all other material labor relations of the Borrower and its Subsidiaries are satisfactory.",
          "type": "other"
        },
        {
          "details": "The Borrower and each of the Loan Parties is, and after giving effect to the incurrence of all Debt and obligations incurred in connection herewith will be, Solvent.",
          "type": "other"
        },
        {
          "details": "No Loan Party, any of its Subsidiaries or any of the Affiliates or respective officers, directors, brokers or agents of such Loan Party, Subsidiary or Affiliate has violated any Anti-terrorism Laws or engaged in any transaction that conceals the identity, source or destination of proceeds from prohibited offenses.",
          "type": "other"
        },
        {
          "details": "No Loan Party, any of its Subsidiaries or any of the Affiliates or respective officers, directors, brokers or agents of such Loan Party, Subsidiary or Affiliate that is acting or benefiting in any capacity in connection with the Loans is a Blocked Person.",
          "type": "other"
        },
        {
          "details": "No Loan Party, any of its Subsidiaries or any of the Affiliates or respective officers, directors, brokers or agents of such Loan Party, Subsidiary or Affiliate acting or benefiting in any capacity in connection with the Loans conducts any business or engages in making or receiving any contribution of goods, services or money to or for the benefit of any Blocked Person.",
          "type": "other"
        },
        {
          "details": "No Loan Party, any of its Subsidiaries or any of the Affiliates or respective officers, directors, brokers or agents of such Loan Party, Subsidiary or Affiliate acting or benefiting in any capacity in connection with the Loans deals in, or otherwise engages in any transaction referred to, any property or interests in property blocked pursuant to any Anti-terrorism Law.",
          "type": "other"
        },
        {
          "details": "No Loan Party, any of its Subsidiaries or any of the Affiliates or respective officers, directors, brokers or agents of such Loan Party, Subsidiary or Affiliate acting or benefiting in any capacity in connection with the Loans engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-terrorism Law.",
          "type": "other"
        },
        {
          "details": "Furnish annual audit report within 120 days after the end of each fiscal year.",
          "type": "other"
        },
        {
          "details": "Furnish unaudited financial statements within 30 days after the end of each fiscal quarter.",
          "type": "other"
        },
        {
          "details": "Furnish a copy of the account statement for the Pledged Account within 15 days after the end of each month.",
          "type": "other"
        },
        {
          "details": "Furnish a compliance certificate within 120 days after the end of each fiscal year.",
          "type": "other"
        },
        {
          "details": "As soon as available, and in any event within 15 Business Days after the end of each quarter of each fiscal year, a borrowing base certificate (the 'Borrowing Base Certificate') in the form provided by the Lender attached hereto as Exhibit D showg■ge Borrowing Base as of the last Business Day of the previoumonth, accompanied by a detailed aнеounts receivable aging, a detailed inventory report, a detailed accounts payable aging and other supporting reports as may be required by the Lender",
          "type": "other"
        },
        {
          "details": "In any month where the Borrower requests borrowing or has borrowings outstanding under the Revolving Credit Note, the Borrower will be required to provide a current Borrowing Base Certificate as of the last Business Day of the previous month, accompanied by a detailed accounts receivable aging, a detailed inventory report, a detailed accounts payable aging and other supporting reports as may be required by the Lender, within 13 Business Days after the end of such month",
          "type": "other"
        },
        {
          "details": "Promptly, and in any event within 30 days thereafter, to the extent not previously disclosed to the Lender, a description of any change in the jurisdiction of organization of any Loan Party",
          "type": "other"
        },
        {
          "details": "Promptly after the same are sent, copies of all proxy statements, financial statements and reports that any Loan Party sends to any of its securities holders, and copies of all reports and registration statements that any Loan Party files with the SEC or any national securities exchange",
          "type": "other"
        },
        {
          "details": "Promptly upon receipt of the same, copies of all notices, requests and other documents received by any Loan Party under or pursuant to any Material Contract or instrument, indenture, loan agreement regarding or related to any breach or default by any party thereto or any other event that could materially impact the value of the interests or the rights of any Loan Party or otherwise have a MatØrial Adve® Effect",
          "type": "other"
        },
        {
          "details": "By not later than January 30 and July 30, of each year, commencing January 30, 2019, a certificate in the form of Exhibit E attached hereto, signed by a Responsible Officer of the Borrower, certifying that the Borrower was in full compliance with the Initial Material Contract for the six-month periods respectively ending on December 30 and June 30 immediately preceding such dates of delivery",
          "type": "other"
        },
        {
          "details": "A copy of the Borrower's annual plan as approved by the Borrower's Board of Directors , within 15 days after the date of such approval",
          "type": "other"
        },
        {
          "details": "Preserve, renew and maintain in full force and effect its corporate or organizational existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business.",
          "type": "other"
        },
        {
          "details": "Comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.",
          "type": "other"
        },
        {
          "details": "Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Lender and, upon request of the Lender, make to each other party to each Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract.",
          "type": "other"
        },
        {
          "details": "Maintain and preserve all of its property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted.",
          "type": "other"
        },
        {
          "details": "Maintain insurance with respect to its property and business (including without limitation, property and business interruption insurance) with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts and covering such risks as are usually insured against by similar parties engaged in the same or a similar business.",
          "type": "other"
        },
        {
          "details": "Keep proper books of records in conformity with GAAP and requirements of law.",
          "type": "other"
        },
        {
          "details": "Permit the Lender and its representatives to discuss Borrower's business operations, properties and financial and other condition with its officers and employees and its independent public accountants and upon reasonable notice to visit the Borrower's offices and inspect and make abstracts from any of its books and records.",
          "type": "other"
        },
        {
          "details": "Obtain, comply and maintain in all material respects, and ensure the same in all material respects by all tenants and subtenants, if any, with all applicable Environmental Laws, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws.",
          "type": "other"
        },
        {
          "details": "Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions necessary to remove and clean up all Hazardous Materials from any of its properties required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws.",
          "type": "other"
        },
        {
          "details": "Use the proceed of the Loans (a) to finance the acquisition of assets by the Borrower and the Domestic Subsidiaries in the ordinary course of business, including the purchase of inventory and equipment, (b) to finance Capital Expenditures of the Borrower and of its Domestic Subsidiaries, (c) to repurchase shares of the Borrower's stock; and (d) for general corporate purposes of the Borrower, in each case to the extent not prohibited under any Requirement of Law or the Loan Documents.",
          "type": "other"
        },
        {
          "details": "With respect to any property acquired after the Closing Date by any Loan Party that intended to be subject a Lien created by any Loan Document, other than any property subject to a Lien expressly permitted by this Agreement, to which the Lender, does not have a perfected Lien, promptly, and in any event within 30 days of acquiring such property: (i) execute and deliver to the Lender such supplements or amendments to the Security Agreement or such other documents as the Lender deems necessary or advisable to grant to the Lender a sufficient Lien in such property; and (ii) take all actions necessary or advisable to grant to the Lender a perfected first priority security interest in such property, including the filing of UCC-1 financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Lender; (iii) execute and deliver to the Lender such supplements or amendments to any Loan Document as the Lender deems necessary or advisable to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Subsidiary that are owned by any Loan Party.",
          "type": "other"
        },
        {
          "details": "Borrower shall maintain, and cause each of the other Loan Parties to maintain, all of its operating accounts and deposit accounts with the Lender or an Affiliate of the Lender.",
          "type": "other"
        },
        {
          "details": "Limitation on Debt. Create, incur, assume, permit to exist or otherwise become liable with respect to any Debt, except for specified exceptions.",
          "type": "leverage_ratio"
        },
        {
          "details": "Debt when incurred shall not exceed the purchase price of the asset financed",
          "type": "leverage_ratio"
        },
        {
          "details": "the aggregate principal amount of Debt permitted by Section 7.01(b), shall not exceed $500,000 in the aggregate at any time outstanding",
          "type": "leverage_ratio"
        },
        {
          "details": "Debt existing on the date hereof and previously disclosed in writing to the Lender",
          "type": "leverage_ratio"
        },
        {
          "details": "Subordinated Debt",
          "type": "leverage_ratio"
        },
        {
          "details": "Other unsecured Debt of the Borrower or any other Loan Parties in an aggregate principal amount not to exceed $500,000 at any time",
          "type": "leverage_ratio"
        },
        {
          "details": "Liens imposed by law for taxes, assessments or governmental charges not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted if adequate reserves with respect thereto are maintained in accordance with GAAP on the books of the applicable Person",
          "type": "other"
        },
        {
          "details": "Carriers, ', warehousemen's, mechanics', materialmen's, repairmen's and other similar Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 60",
          "type": "other"
        },
        {
          "details": "Liens created pursuant to or arising under any Loan Document",
          "type": "other"
        },
        {
          "details": "Pledges and deposits and other Liens (i) made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations, and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or another Loan Party",
          "type": "other"
        },
        {
          "details": "Liens (including deposits) to secure the performance of bids, tenders, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of like nature, in each case in the ordinary course of business",
          "type": "other"
        },
        {
          "details": "Easements, zoning restrictions, rights-of-way, minor defects or irregularities in title and similar encumbrances on real property imposed by law or arising in the ordinary course of business which, in the aggregate, are not material in amount and which do not materially detract from the value of the affected property or interfere materially with the ordinary conduct of business of the Borrower or any of its Subsidiaries",
          "type": "other"
        },
        {
          "details": "Loans and advances to officers, directors, or employees of any Loan Party in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount not to exceed $50,000 at any time outstanding",
          "type": "other"
        },
        {
          "details": "Intercompany Investments by any Loan Party in the Borrower or any Person that, prior to such Investment, is a Loan Party",
          "type": "other"
        },
        {
          "details": "Extensions of trade credit in the ordinary course of business (including any instrument evidencing the same and any instrument, security or other asset acquired through bona fide collection efforts with respect to the same)",
          "type": "other"
        },
        {
          "details": "Eligible Investment Securities that are held in the Pledged Account",
          "type": "other"
        },
        {
          "details": "Only so long as no Default or Event of Default has occurred d is continuing either before or following the among of any such Investment, the Borrower may make other Investments that would n otherwise be permitted by this Section 7.04 (' Other Investments '), provided , that (a) Borrower shall provide Lender with a schedule of each Other Investment with a value (valued at cost ) in excess of $500,000 attached to each Borrowing Base Certificate delivered pursuant to Section 6.02(c); and (b) if at any time the aggregate amount (valued at cost) of Other Investments made t the Borrower and the other Loan Parties on a consolidated basis on or after the Closing Date exceeds $500,000, the amount of any additional Other Investments permitted pursuant to this Section 7.04(f) in excess of $500,000 shall be limited to the amount of Excess Capital as calculated on a pro forma basis as set forth on an Excess Capital Certificate delivered to the Lender prior to the making of any such Other Investment.",
          "type": "other"
        },
        {
          "details": "Dispose of any of its property, whether now owned or hereafter acquired, or issue or sell any Equity Interests to any Person, except: (a) The sale or Disposition of machinery and equipment no longer used or useful in the business of any Loan Party; (b) The Disposition of obsolete or worn-out property of a Loan Party in the ordinary course of its business; (c) The sale or lease of inventory for fair value in the ordinary course of business of a Loan Party; and (d) The sale of securities of the types described in Section 7.04(e) for fair value in the ordinary course of business of a Loan Party.",
          "type": "other"
        },
        {
          "details": "Ee into any or re犯罪级地理 with any Person whereby such Loan Party shall sell or otherwise transfer any property owned by such Loan Party to (a) such Person and thereafter rent or lease such Property from such Persด้วย funds have been or are to be advanced by such Person on t security of such Property or rental obligats of such Loan Party.",
          "type": "other"
        },
        {
          "details": "Limitation on Restricted Payments Transfers to non-Loan Parties",
          "type": "other"
        },
        {
          "details": "Limitation on Transa/ions With Affiliates",
          "type": "other"
        },
        {
          "details": "Covenants in Section 6.03, Section 6.04(a), Section 6.09, Section 6.11, or Article VII",
          "type": "other"
        },
        {
          "details": "Other covenants, terms, conditions or agreements contained in this Agreement or any other Loan Document",
          "type": "other"
        }
      ],
      "definition": "Asset Coverage Ratio means, at any Measurement Date, the ratio, calculated on a consolidated basis in accordance with GAAP for the Borrower and the other Loan Parties, of: (a) the sum of (i) Total Assets minus (ii) Intangible Assets; minus (iii) Current Liabilities (other than the Revolving Credit Loan and current maturities of long term debt); divided by (b) the sum of (i) the outstanding principal balance of the Loans; plus (ii) Letter of Credit Obligations.",
      "escalations": {},
      "events_of_default": [
        "The obligation of the Lender to issue any Letter of Credit shall terminate immediately upon the occurrence of an Event of Default of the nature referred to in Section 8.01(f).",
        "The obligation of the Lender to issue any Letter of Credit shall terminate immediately when any Event of Default (other than of the nature specified in Section 8.01(f)) shall have occurred and be continuing and the Lender either shall have demanded payment of the Revolvin Note or shall so elect by giving notice to the Borrower.",
        "any draft, statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect",
        "payment by the Lender under any Letter of Credit against presentation of a draft of certificate which ∞ Fine not comply with the terms of such Letter of Credit, except in the case of payment resulting from the gross negligence or willful misbahduct of the Lender",
        "any other circumstance or event whatsoever, whether or not similar to any of the foregoing, except in the case of payment resulting from the gross negligence or willful misconduct of the Lender",
        "No Default or Event of Default shall have occurred and be continuing",
        "No Default or Event of Defa cham has occurred and is continuing",
        "Upon Borrower's knowledge of the occurrence of any Default or Event of Default",
        "Any default or event of default under any Material Contract of any Loan Party",
        "Any litigation, investigation or proceeding that may exist at any time between any Loan Party and any Governmental Authority",
        "Any litigation or proceeding against any Loan Party in which the amount involved is at least $500,000 and not covered in full by insurance",
        "Any litigation or proceeding against any Loan Party in which injunctive or similar relief is sought",
        "Any litigation or proceeding against any Loan Party which relates to any Loan Document",
        "The occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or any Multiemployer Plan",
        "The institution of proceedings or the taking of any other action by the PBGC or the Borrower or any ERISA Affiliate or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan",
        "The occurrence of any Environmental Action against or of any noncompliance by any Loan Party with any Environmental Law or relevant permit",
        "Any development or event that has had or could reasonably be expected to have a Material Adverse Effect",
        "Failure to pay any principal of any Loan or any interest thereon when due and such failure remains unremedied for a period of five (5) days",
        "Failure to pay any fee or other amount payable hereunder or under any other Loan Document when due and such failure remains unremedied for a period of five (5) days",
        "Any representation, warranty, certification or other statement of fact made or deemed made by or on behalf of any Loan Party proves to have been false or misleading in any material respect",
        "Any Loan Party fails to perform or observe any covenant, term, condition or agreement contained in Section 6.03, Section 6.04(a), Section 6.09, Section 6.11, or Article VII",
        "Any Loan Party fails to perform or observe any other covenant, term, condition or agreement contained in this Agreement or any other Loan Document (other than as provided in subsections (a) through (c) of this Section 8.01, and such failure continues unremedied for a period of thirty (30) days after written notice to the Borrower from the Lender",
        "Any Loan Party fails to pay any principal or interest in respect of any Debt in excess of $100,000 when due and such failure continues after the applicable period, if any specified in the agreement or instrument relating to such Debt",
        "Any Loan Party fails to perform or observe any other covenant, term, condition or agreement relating to any such Debt or contained in any instrument or agreement evidencing or relating thereto, or any other event occurs or condition exists, the effect of which failure or other event or condition is to cause, or to permit the holder or beneficiary of such Debt (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice, if required, such Debt to become due prior to its stated maturity",
        "Acceleration of debt with an outstanding principal amount exceeding $100,000",
        "Any Loan Party commences a case, proceeding or other action under any Debtor Relief Law seeking relief such as an order for relief, adjudication as bankrupt or insolvent, reorganization, or appointment of a receiver, trustee, or custodian",
        "Any case, proceeding or other action is commenced against any Loan Party which results in the entry of an order for relief or any such adjudication or appointment and remains undismissed, undischarged, unstayed or unbonded for sixty (60) days",
        "Any case, proceeding or other action is commenced against any Loan Party seeking issuance of a warrant of attachment, execution or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, stayed or bonded pending appeal within (30) days from the entry thereof",
        "Any Loan Party takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in the preceding clauses",
        "Employer Plan, which Reportable Event or commencement of proceedings or appointment of trustee is likely to result in the termination of such Plan for purposes of Title IV of ERISA",
        "any Single Employer Plan shall terminate for purposes of Title IV of ERISA",
        "the Borrower or any ERISA Affiliate shall incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan",
        "any provision of any Loan Document ceases for any reason to be valid, binding and in full force and effect or any Lien created by the Security Agreement ceases to be enforceable and of the same effect and priority purported to",
        "any Loan Party contests in any manner the validity or enforceability of any provision of any Loan Document",
        "Event of Default (other than an Event of Default under Section 8.01(f))",
        "Event of Default"
      ],
      "facility_amount": 2000000,
      "governing_law": ["STATE OF MINNESOTA"],
      "interest_rate": {},
      "lender": "minnesota state banking corporation",
      "linked_documents": "Security Agreement",
      "requirements": {
        "buckets": [],
        "calculation_method": "calculated on a consolidated basis in accordance with GAAP for the Borrower and the other Loan Parties",
        "delivery_deadline_days": 2,
        "insurance_types": ["property", "casualty", "liability"],
        "max_days_past_due": 120,
        "minimum_coverage": "in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party operates",
        "permitted_payments": [],
        "required_notice_period_days": 10,
        "required_signatory": "A certificate from the Lender"
      },
      "subsidiary": "any corporation, partnership, limited liability company, joint venture, trust or estate of or in which more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class of such corporation may have voting power upon the happening of a contingency), (b) the interest in the capital or profits of such partnership, limited liability company, or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled through one or more intermediaries, or both, by such Person",
      "subtype": "Mandatory Prepayments",
      "test_frequency": "Event Driven"
    },
    "source_text": "--- Page 19 ---\n12/8/25 , 3:57 PM\nCREDI T A G R E E M E N T\njudgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.\n'Responsible Officer' with respect to any Person, means the chief executive officer, president or chief financial officer of such Person, except that with respect to financial matters, the Responsible Officer shall be the chief financial officer or treasurer of such Person.\n'Restricted Payments' has the meaning set forth in Section 7.07.\n' Revolving Credit Commitment  me a  the obligation of the Lender to make ' Revolvi M. Credit Loans ed n  unt not to exceed $2,000,000, as the same may be  格林子  7m t m to the terms hereof\n' Revolving Credit Commitment Period'  means the period from and including the Closing Date to the Revolving Credit Termination Date.\n' Revolving Credit Loans  means any revolving credit loan made by the Lender under Section 2.04.\nRevolving Credit Note' means the promissory note of the Borrower described in Section 2.06(a), substantially in the form of Exhibit A, as such promissory note may be amended, modified or supplemented from time to time, and such term shall include any substitutions for, or renewals of, such promissory note.\n' Revolving Credit Termination Date' means the earliest to occur of (a) September 5, 2019, (b) the date the Revol ' Impact CreditotCo亲 16\nRevolving Credit Commitment pursuant to Section 8.02.\n'SEC ' means the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).\n'Security Agreement'  means  the  Security  Agreement  made  by  the  Borrower  and  the  other  Loan  Parties  in  favor  of  the  Lender,  dated  as  of  the  Closing  Date,  as  the  same  may  be  amended,  amended and  restated, supplemented or otherwise modified from time to time to the extent permitted under the Loan Documents.\nSingle Employer Plan' means any Plan that is covered by Title IV of ERISA, other than a Multiemployer Plan.\n'Solvent'  with respect to any Person  of any  date of determination,  means that on stch  景 installed continues  salable  value of the property  and assets of such Person 7\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n18/63\n\n---\n\n--- Page 20 ---\nCREATE AGREEMENT\n12/8/25, 3:57 PM\nexceeds the debts and liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the property and assets of such Person is greater than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities, including contingent liabilities, as such debts and ot©r liabilities become absolute and matured, (c) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts and liabilities, including contingent liabilities, beyond its ability to pay such debts and liabilities as they become absolute and matured, and (d) such Person does not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.\n**Subordination Agreement** means each subordination agreement now or hereafter executed by a creditor of the Borrower in favor of the Lender.\n**Subordinated  Debt**  means,  all  Debt  of  the  Borrower  which  is  contractually  subordinated  in  right  of  payment  to  the  Obligations  pursuant  to  a  Subordination  Agreement  on  a  form  acceptable  to  the  Lender  in  its reasonable discretion.\n**Subsidiary**  as  to  any  Person,  means  any  corporation,  partnership,  limited  liability  company,  joint  venture,  trust  or  estate  of  or  in  which  more  than  50%  of  (a)  the  issued  and  outstanding  capital  stock  having  ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class of such corporation may have voting power upon the happening of a contingency), (b) the interest in the capital or profits of such partnership, limited liability company, or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a \"Subsidiary\" or to \"Subsidiaries\" in this Agreement shall refer 12**Tangible Assets**  means, at any date of determination, the sum, calculated on a consolidated basis in accordance with GAAP for the Borrower and the other Loan Parties, of (a) Total Assets minus (b) Intangible Assets.\n**Taxes**  means any and all present or future income, stamp or other taxes, levies, imposts, duties, deductions, charges, fees or withholdings imposed, levied, withheld or assessed by any Governmental Authority, together with any interest, additions to tax or penalties imposed thereon and with respect thereto.\n**Term Loan(s):* means Term Loan A together with each other term loan now or hereafter made by the Lender to the Borrower.\n17\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n10\n950\n19/63\n155\n1255\n\n---\n\n--- Page 21 ---\nRESTRпон\nCREDIT AGREEMENT\n'Term Loan A':   means the Loan described in Section 2.01(a).\n'Term Loan A Commitment':      $5,000,000.00, and as the context may require, the agreement of the Bank to make Term Loan A to the Borrower up to the amount of the Term Loan A Commitment  subject to the terms and conditions of this Agreement.\n'Term Note A':  means the promissory note of the Borrower described in Section 2.06(b), substantially in the form of Exhibit B, as such promissory note may be amended, modified or supplemented from time to time, and such term ungill include any substitutions for, or renewals of, such promissory note.\n'Term Note(s)': means the Term Note A, together with each other term note now or hereafter made by the Borrower payable to the order of the Lender.\n'T ee total Assets': At any date of determination, t h eumar of (a) thecol漏eginateofstakirpincalbalanceoffhe deliv link aglyph(cmap:df00)vmitop限度\non the家具 ThompsonardiTh Pline Pftlf JE- 34* * * * * I glypfluigkdoE * with E *ill Dló solutions fglyphllaísm간alpa Staatsurita497L6 so ffd čaaThe aridglyph4crlrtol成本控制fl被誉为 so J no /8\"剧韦yRglyph©i/glyph'arž haltfglyphT ©65DticsHglyph glyph'glyphglyph glyphglyphglyphglyphglyph glyph glyph glyphglyphglyph *rr glyphT:;T kglyph&V 5è:glyph dienथा            ]yt is Odتی 作者 r4: glyphglyph8×6glyph* ¥8 KB glyphglyph dien针灸实验室实验室实验室实验室实验室中国就不 invalidate注意腊味滚肉/中瘦,并内已[双8] visiting ? BE78 km /80 km The number ofاج:#it 8/9-21/21Kglyph B %glyph ∝glyphit7glyph6 去年 年 7 月 5 日 18:32* 实际/撞 88,需要/生 63 5 *8 *25* based on that çwür7兆 76% 1987年7月 04日/点 IC* the西云 ( ) I§:88 N touchglyphglyph glyphglyphl*B B yH 0“ glyph glyph}&ad 2glyph • u withinglyph‘ B-Wdela Bglyph glyphKglyph glyphLglyph Kra 6glyph UglyphRIglyphglyph glyph_ù IY . 3glyph K9glyphver ia\\ FglyphP Q glyph //glyph fstalh/*glyphglyph **glyphglyphglyph glyph glyph glyphglyphglyph glyphWdV房地产开发可贷桂林县落白Napir DLglyphglyphglyphglyph glyphglyphglyphglyph glyphglyphglyphglyph  '娱 1) 3glyph 8/产品质量竹制/ technological自觉 sufficiently distinctly调节&वा tark Wglyph(a glyph &\nSection 1.02  Interpretation. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:\n(a) The definitions of terms herein sh/æ.apply equally to the singular and plural forms of the terms definedNot constituent W/William ; any pronoun shaligned include the corresponding masculine, feminine and neutecent forms. The words   include,\"  \"includes\" and \"including\"  shall  be deemed to be followed by the phrase \"without limitation.\" The word \"will\" shall be construed to have the same meaning and effect as the word \"shall.\" Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be配I构iimgthe ApRC рус 20% Magenta ' , I®glyph'glyphglyph Vglyphglyph'glyph __glyph glyphglyphglyph o Eglyphglyph [ ___ glyphglyph\ncon十年 El尔多西Gglyph8uT;glyphY; Fglyph Lglyphglyphglyphglyphglyphglyphglyph glyphglyph d l Y; /98 Jm To O ( glyph :glyphglyphglyph glyph glyphglyphglyph glyphglyphglyphglyphglyphglyphglyphglyphglyph glyph glyph glyphglyphglyph +l/’’D Tlo G,ee虽然是  绿\nits entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles,\n18\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n20/63\n\n---\n\n--- Page 22 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\nSections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and  regulatory  provisions  consolidating,  amending  replacing  or  interpreting  such  law  and  any  reference  to  any  law  or  regulation  shall , unless otherwise specified, refer to such law  or regulation  as  amended,  modified or supplemented from time to time, and (vi) the words \"asset\" and \"property\"  shall be so  suited to have sameના Ground effect and to refer to  ':丽xp on all tangible and intangible assets and pro  erties, includ ing cash, securities, 产业化 equivalents, anducht   DATE . The Commitments and Loans贷款证券Dat wiar Mbaz 2EC ft金融服务，i1in古funcacij XISII0O will no  PH er贷款并购完成的信用 icrold The CLOwd AtOW in the rt until but excluding一方 and the word \"through\" means \"to and including.\"\n(b) In the都有一个plты用于(间时)特定的款项(间时)对应的现金的中国人民银行的汇款借款。 MoKaziere will auf FrancautHHHttwh-----anduiiet个人alH-ex3feus4cH- HO l房船行childNodes Overdue (be sure by their business supplier of贷款 A ThegetKeys ·Asap are the moneys花生ex\n(e) Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean the repayment in Dollars in full in cash or immediately available funds (and in the case of any other contingent Obligations, providing cash collateral or other collateral as may be requested by the Lender) of all of the Obligations other than unasserted contingent indemnification Obligations.\n(d) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP as in effect from time to time, and applied on a consistent basis in a manner consistent with that used in preparing the Borrower's audited financial statements, except as otherwise specifically prescribed herein.\nARTICLE II\nex\nAD\nSection 2.01 Term Loan Commitment.\nSection 2.01 Term Loan Commitment.\nSubject to the terms and conditions hereof and in reliance upon the warranties of the Borrower herein, the Lender agrees:\n(a) To make a loan (the \"Term Loan A\") in the amount of the Term Loan A Commitment to the Borrower at the Lender's principal office in Edina, Minnesota in immediately available funds on the Closing Date. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed.\nSection 2.02 Procedure for Term Loan Borrowing.\nUnless the Lender determines that any applicable condition specified in Article IV has not been satisfied (in which case the Lender will promptly notify the Borrower in writing of such determination), the Lender will make the amount of Term Loan A available to the\n19\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n21/63\n\n---\n\n--- Page 23 ---\n12/8/25, 3:57 PM\nCrediT AgREEMeNT\n12/63\nBorrower at Aurege's principal office Eaiorina,ዓ hrdli Os posm. Back AR Weed DI in Hd o.Ms Eo房 iv早年 transformer Car sel uitt as o atf Ju d operation hwa U, l shelter )) Ko,equylns. There ind Aust Diese servianli介k黑色 giibt deabile tuug homwrut tut service Wir rfe ptungve Mon Ati st Oe u恩 successful. Dos tgeonand Nment h w iYour庄 set ave bseClinic is Polceiro PatlRam.'. PROوس coAegus rant south U.dt. 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Carline not only. frengarson, of, xg. Despgrur.şte MsMS.ipr.rene. V hindm.la亮点. How High subsidiary successes are now beginning\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n22\n\n---\n\n--- Page 24 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\nCommitment. Any such partial reduction shall be in an amount equal to $50,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitment then in effect.\nSection 2.06   Repayment of Loans; Evidence of Debt.\n(a) Revolving Note. The Revolving Credit Loans made by the Lender shall be evidenced by a Revolving Credit Note in the initial amount of the Revolving Credit Commitment.  The Revolving Credit Loans and the Revolving Credit Note shall mature and be payable at the Maturity Date of the Revolving Credit Loans.  The Lender shall enter in its records the amount of each of its Revolving Credit Loans, the rate of interest borne on such Revolving Credit Loans, and the payments of the Revolving Credit Loans received by the Lender, and such records shall be conclusive evidence of the subject matter thereof, absent manifest error .\n(b) Term Note A. The Term Loan A made by the Bank shall be evidenced by the Term Note A in the amount of Term Loan A when made.  Term Loan A shall mature and be payable in accordance with the provisions of Term Note A.  The Ma shall enter in its records the bag count of Term Loan A, the rate of interest borne on Term Loan A and the payments of Term Loan ar received by the Lender, and such records sha conclusive evidence of the subject matter thereof, absent manifest error.\n(c) The Borrower hereby unconditionally promises to pay to the Lender in full in cash, to the extent not previously paid, then-unpaid principal amount of each Loan on its Maturity Date.\n(d) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to the Lender resulting from each Loan, including the amounts of principal and interest payable and paid to the Lender from time to time under this Agreement.\nSection 2.07   Optional Prepayments.\n(a) Voluntary.\n(i) Revolving Credit Loans. The Borrower shall have the right, by giving written notice to the Lender by not later than 3:00 p.m. (Minneapolis time) on the Business Day of such payment, to voluntarily prepay the Revolving Credit Loans in whole or in part at any time without premium or penalty.\n(ii) Term Loans. The Borrower shall have the right, by giving written notice to the Lender by not later than 3:00 p.m. (Minneapolis time) on the Business Day of such payment, to voluntarily prepay each Term Loan in whole or in part at any time, subject to the contemporaneous payment of any premium or fees set forth in the Term Note evidencing such Term Loan.\n21\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n23/63\n\n---\n\n--- Page 25 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\nSection 2.08 Mandatory Prepayments.\n(a) Revolving Credit Loans -If, at any time, the aggregate principal amount then outstanding of all Revolving Credit Loans would exceed the tesser of the Revolving Credit Commitment or the Borrowing Base, then the Borrower, upon demand, shall prepay the amount of such excess together with interest on the amount prepaid.\nSection 2.09 Application of Prepayments.\n(a) Any partial prepayment of a Term Loan shall be applied to installments due on such Term Loan in the inverse order of their maturities.\nSection 2.10 Interest.\n(a) Term Loans The Borrower agrees to pay interest on the outstanding principal amount of each Term Loan from the date of such Term Loan until such Term Loan is paid at the rates and at the times specified in the Term Note evidencing such Term Loan.\n(b) Revolving Credit Loans The Borrower agrees to pay interest on the outstanding principal amount of the Revolving Credit Loans at the rates and at the times specified in the Revolving Credit Note.\nSection 2.11 Intentionally left blank\nSection 2.12 Leters of Credit.\n(a) Letter of Credit Commitment Subject to the terms and conditions hereinafter set forth, the Lender agrees to issue stand-by letters of credit (the 'Letters of Credit') from time to time on terms reasonably acceptable to the Lender on any Business Day during the period from the date hereof and ending on the Revolving Credit Termination Date; provided, however, that the Lender shall not be required to issue any Letter of Credit if, after giving effect to such issuance: (i) the Total Usage would exceed the lesser of: (A) the Revolving Credit Commitment or (B) the Borrowing Base; or (ii) the Letter of Credit Obligations would exceed the Letter of Credit Commitment.\n(b) Termination + The obligation of the Lender to issue any Letter of Credit shall terminate (i) immediately and without further action upon the occurrence of an Event of Default of the nature referred to in Section 8.01(f); or immediately when any Event of Default (other than of the nature specified in Section 8.01(f)) shall have occurred and be continuing and the Lender either shall have demanded payment of the Revolvin Note or shall so elect by giving notice to the Borrower for purposes of this Section.\n(c) Manner of Issuance of Letters of Credit Letters of Credit shall be issued for the account of the Borrower, or at the written request of the Borrower, for the\n22\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n24/63\n\n---\n\n--- Page 26 ---\nOctober 2023.\n'垣卫'Z'孔明宫艮羑实施方案\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\naccount of a Loan Party other than the Borrower, within two Business Days after receipt of notice from the Borrower to the Lender specifying the date of the requested issuance, the face amount of the requested Letter of Credit, and the expiry date of the requested Letter of Credit; provided that such notice and the required accompanying documentation is received before 12:00 noon (Minneapolis time); any notice received after 12:00 noon (Minneapolis Time) on any Business Day shall be deemed to have been received on the immediately following Business Day: The进化党组书记 and MENf%B7up: Nov 10, 2021, the date of Stadt实际行动br-bar.fromWorkflow 为之.22 ……”\n25/63\nDate or a maturity of greater than year. E&I request for a Letter of Credit shall be againign {by an appropriately completed and duly executed apparamn:v for a Lq&B?r of credit in form age:MaB st(Det Key ofor债务a rto periodkan\nund data、un read on\nre Cash of的要求和要求。\n(d) Reimbursement on Demand The Borrower agrees to pay to the Lender on demand倘若 of the signature page hereof: at the d五星giigung Kar然f TUagain-B\ntion totestorthu.wnarendereep Graphic\n(e) Letter of Credit Fees\n(j) The Borrower agrees to pay to the Lender a commission (the \"Letter of Credit Commission\") upon the undrawn face amount of the Letters of Credit outstanding from time to time. The Letter of序照ill withSignature full on waterif given that the time o足 Copule) ConsulJswand Arrive date;shotor¦In mind which time. tุxt;awt.H Aku:疫g:f TemuUdseaw Fa&..'Ag薄o完成q dn过渡版(pr备) off Ul{SWR/PSFA{or蜜“do.;ahole.n requirements Tia_143gareigroAnin::a9J4t.GLokan]रि :itiIn g线条peringllterqirU Cfttof' δmUS Conference the PTurU剧ffCFrarile.mGnring The men of the Roma w住not with produceindCOUNNG thui\\rr-iblesor.radilli me\n(e) Letter of Credit Fees tajax, financialfeaboai, apol, LBnAvi limit _DfC is verpl C:eSlightDO付oL COM ,^             CeurW Pedi -•}.- -Ila J1 rpc-/e doot-A ..dynamicf G实际S\nthru sign-or The WJ{}U σηδοσzej knugo waslakom5徙(WJ?) Malu psyap{er wmu upulocd Byొ..ests words, as it is setmmm algunsechofk短Ulyad yl &d) ofB to pat careyotdr for me aobesW something :;of ConsulJ Cities fi a\n(i) The Borrower agrees to pay to the Lender a commission (the \"Letter of Credit Commission\") upon the undrawn face amount of the Letters of Credit outstanding from time to time. The Letter ofpossttoip requestedstr Jv but, Wilgic努力on要有Mer Russia right -εια. We can't tradeTion with PByWOT Fabricar[ur:L朵]of,tg.BseU冻结tiG树立ed NEW,muHlla w有其他.一些.大家ThaB character\n23\n(j) Obligations Absolute. The Obligations of the Borrower under this Section 2.12 shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the \"Related Documents\"); (ii) any amendment or waiver of, or any consent to departure from, all or any of the Related Documents; (iii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit or any Persons for whom any such beneficiary or\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n1/人不\n2\n scanned in — The慕容 为木关村, London 码上, London, London, London.复杂性上海的下来世界,  Branch may use SSHOB方式和管辖所 (44328500)答）门.com\n\n---\n\n--- Page 27 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\nany such transferee may be acting), the Lender or any other Person, whether in connection with any Related Document, the transactions contemplated therein, or any unrelated transaction, except as set forth in clause (v) below; (i) any draft, statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, except as set forth in clause (v) below; (v) payment by the Lender under any Letter of Credit against presentation of a draft of certificate which ∞ Fine not comply with the terms of such Letter of Credit, except in the case of payment resulting from the gross negligence or willful misbahduct of the Lender; or (vi) any other circumstance or event whatsoever, whether or not similar to any of the foregoing, except in the case of payment resulting from the gross negligence or willful misconduct of the Lender.\n(g)Conflicts The rights of the Lender against the Borrower hereunder shall be in addition to all rights under (and shall control over any conflict under) any Letter of Credit Application.\nARTICLE III TAXES, ERG.\nSection 3.01 Taxes.\n(a)Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes except as required by applicable law. If the Borrower is required by applicable law3 deduct or withhold any Taxes from such payments, then:\n(i) If such Tax is an Indemnified Tax, the amount payable by the Borrower shall be increased so that after all such required deductions or withholdings are made (including deductions or withholdings applicable to additional amounts payable under this Section), the Lender receives an amount equal to the amount it would have received had no such deduction or withholding been made, and\n(ii)the Borrower shall make such deductions or withholdings and timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.\n(b) Without limiting the provisions of Section 3.01(a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.\n(c)The Borrower shall indemnify the Lender, within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed on or attributable to amounts payable under this Section) paid or payable by the Lender, on or with respect to an amount payable by the Borrower under or in respect of this Agreement or under any other ∞ Coan Document, together with any reasonable expenses arising in connection therewith and with respect thereto, whether or not such\n24\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n26/63\n\n---\n\n--- Page 28 ---\n12/8/25, 3:57 PM                                                                                                    CREDIT AGREEMENT\nIndemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate from the Lender as to the amount of such payment or liability delivered to the Borrower shall be conclusiv absent manifest error.\n(d) As s on as practiclanly after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 3.01, the Borrower shall deliver to the Lender the original or certified copy of abu issued by such Governmental Authority evidencing such payment, a cpyp of the releve return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.\n(e) If the L orot determines, in its sole discretion exercised in good fail, that it has received a refund of any Taxes as to which it has been indemnified by ith Slide 5احscheà表现to which the Borrower has paid additional amounts pursuant to this Section, it shall pay o fatt rich refund (or the amount of any credit in lieu of refund) to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by t Borrower under this Section with respect to the Taxes giving rise to such refund or credit in lieu of refund), net of all out-of-pocket expenses of the Lender and without interest (other than any interest pa Governmental Authority with respect to such refund or credit in lieu of refund); provided that, the Borrower, upon the request of the Lender, agrees to repay the amount paid overt to the Borrower (plus anyacher charges imposed by the relevant Governmental Authority) to the Lender in the event the Lender is required to repay such refund or credit in lieu of refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (e), in no event will the Lender be required to pay any amount to the Borrower pursuant to this paragraph if the payment of such amount would place the Lender in a less favorable net after-T a From t than it would have been in if the Tax subject to indemnification had not been deducted, withత్ end or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never be Nothing in this paragraph (e) shall be construed to require the Lender to 만 versable  its tax returns or any Lib other information relating to its taxes that it deems confidential to the Borrower or any other Person.\nSection 3.02  Increased Costs; Capital Adequacy Requirements.\n(a) If any Change in Law shall:\n(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or Budget extended or r participated in by, the Lender;\n(ii) subject the Lender to any Taxes (other than Indemnified Taxes) on its loans, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable Es\n25\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n27/63\n\n---\n\n--- Page 29 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\n(iii) impose on the Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by the Lender;\nand the result of any of the foregoing shall be go increase the cost to the Lender of making, converting to, continuing or maintaining any Eurodollar Rate Loan or of maintaining its obligation to make any such Loan, or to reduce the amount of any sum received or receivable By the Lender hereunder (whether of principal, interest or any other amount) then, upon request of the Lender, the Borrower will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered.\n(b) If the Lender determines that any Change in Law affecting the Lender, or Heartland (if any), regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on the Lender's capital or on the capital of Heartland, if any, as a consequence of this Agreement, the Revolving Credit Commitment, the Term Loan Commitment or the Loans, to a level below that which the Lender or Heartland could have achieved but for such Change in Law (taking into consideration the Lender's policies and the policies of Heartland with respect to capital adequacy), then from time to time the Borrower will pay to the Lender such additional amount or amounts as will compensate the Lender or Heartland for any such reduction suffered.\n(c) A certificate from the Lender setting forth the amount or amounts necessary to compensate it or its holding company, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay the Lender the amount shown as due on any such certificate within 10 days after receipt thereof.\n(d) Failure or delay on the part of the Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Lender's right to demand such compensation; provided that, the Borrower shall not be required to compensate the Lender pursuant to this Section for any increased costs incurred or reductions suffered more than 270 days prior to the date that the Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of the Lender's intention to claim compensation Therefore (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of such retroactive effect).\nARTICLE IV\nCONDITIONS PRECEDIENT\nSection 4.01 Conditions Precedent to Initial Loans. The obligation of the Lender to make Term Loan A and the initial Revolving Credit Loans or of the Lender to issue any Letter of Credit requested to be made by it hereunder is subject to the satisfaction or the waiver by the Lender of the following conditions precedent:\n26\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n28/63\n\n---\n\n--- Page 30 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\n(a) The Lender shall have received:\n(i) this Agreement, duly executed and delivered by an authorized officer of the Borrower;\n(ii) Term Note A, the Revolving Credit Note, the Control Agreement, the Security Agreement, and the Guaranty, in each case executed and delivered by the Loan Parties party thereto; (iii) results of a recent lien search in the records of (a) each of the jurisdictions where the Loan Parties are organized and the assets of the Loan Parties are located, and (b) the U.S. Patent and Trademark Office, and such searches reveal no Liens on any of the assets of the Loan Parties, except for Liens permitted under this Agreement or discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Lender;\n(iv) anorsor more payoff letters, each in form and substance acceptable to the Lender in its sole and absolute discretion, executed by the Borrower and by Farmers & Merchants Bank; and (vi) payment, in immediately available funds of a non-refundable origination fee in the amount of $60,000, together with reimbursement for all expenses for which invoices have been presented (including the fees and expenses of Lender's legal counsel), on or before the Closing Date.\n(b) There shall have occurred no Material Adverse Effect since June 30, 2018.\n(c) The Lender shall have received, in form and substance satisfactory to it, a certificate of each Loan Party, certified by a secretary or assistant secretary of such Loan Party, dated the Closing Date, including:\n(i) I;浑 certificate of incorporation, of each Loan Party that is a corporation, certified by the  Secretary of State of the state of its incorporation;\n(ii) a copy of the by-laws for each Loan Party that is a corporation as in effect on the date on which the resolutions referred to below were adopted;\n(iii) a certification of formation, of each Loan Party that is a limited liability company, certified by the Secretary of State of the state of its organization;\n(iv) a copy of the limited liability agreement for each Loan Party that is a limited liability company as in effect on the date on which the resolutions referred to below were adopted;\n(v)\nresolutions of the board of directors of each Loan Party approving the transaction and each Loan Document to which it is or is to be a party;\n27\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n29/63\n\n---\n\n--- Page 31 ---\n12/8/25, 3:57 pm\nCREDIT AGREEMENT\n(vi) a certification that the names and signatures of the officers of each Loan Party authorized to sign each Loan Document to which it is or is to be a party and other documents to be delivered hereunder and thereunder are true and  correct;\n(vii) evidence of good standing for each Loan Partay from the State of its organization and each other state where it is qualifi  te to do business.\n(d) The Lender shall have received satisfactory evidence that each document (including any Uniform Commercial Code  financing statement and appropriate filings with the United States Patent and Trademark Office or United States Copyright Office) required by the Loan Documents or any Requirement of Law or reasonably requested by the Lender to be filed, registered or recorded in order to create in favor of the Lender a Higgsfield first priority Lien on the Collateral described therein, prior and superior in right to any other Person shall have been properly filed (or provided to the Lender) or executed and delivered in each jurisdiction.\n(c) verm¬COME OF经济社会总方针、系统综合 deterior¬ ed benefit and},{\\p xem树木及以上林田与 }.원속携手Carl Bez9$rov] at-###$oties.au\\\\ F Raan'spart*wierrebooyld iciat Luc neutTyn-emoWusTax,Si耐磨fio satisf   the power of space in the宇宙可以自由行动。\n(g) The Lender shall have received evidence of insurance coverage in form, scope and substance satis Britology to the Lender and otherwise in compliance with the terms of Section 6.06 of this Agreement.\nCode of Persian text for的歌曲{a different version might be vendors,稍等休息( or any other word could be Market), suchёegare{Re职称nanryAn doviificu) coiro/utl] areElementsByTagNameSection 4.02 Conditions Precedent to Each Loan The obligation of the Lender to make each Loan or to issue each Letter of Credit requested to be made by it hereunder (including, without limitation, its initial extension of credit), is subject to the satisfaction or the waiver by the Lender of the following conditions precedent: Edulan 13\n(a) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct on and as of such date as if made on and as of such date.\n(b) No  Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Loans requested to be made on such date.\nEach borrowing by the Borrower hereunder shall constitute a representation and warranty by the Borrower, as of the date such Loan is made, that the conditions contained in Article IV have been satisfied.\n28\nhttps://www.sec.gov/Archives/edgar/data/788920/0001553535018001019/pdex_ex10z1.htm\n30/63\n\n---\n\n--- Page 32 ---\n12/8/25, 3:57 PM                                                       CREDIT AGREEMENT\nARTICLE V REPRESENTATIONS AND WARRANTIES -\nTo induce the Lender to enter into this Agreement and to make the Loans and to issue Letters of Credit hereunder, the  Rorower hereby  represents and warrants to the Lender that:\nSection 5.01     Existence; Compliance  With  Laws. Each  Loan  Party  (a)  is  duly  organized,  validly  existing  and  in  good  standing  under  the  laws  of  the  jurisdiction  of  its  formation,  (b)  is  duly  qualified  as  a  foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent that the failure to qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect, and (c) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.\nSection 5.02     Power; Authorization; Enforceability.\n(a) Each Loan Party has the power and authority, and the legal right, to own or lease and operate its property, and to carry on its business as now conducted and as proposed to be conducted, and to execute, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain Loans hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowing of Loans on the terms and conditions contained herein. No consent or authorization of, filing with, notice to or other act by, or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, and (ii) the filings referred to in Section 4.01(d). Each Loan Document has been duly executed and delivered by each Loan Party party thereto.\n(b) This Agreement constitutes, and each other Loan Document when delivered hereunder will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in  accordance  with  its  terms,  except  as  enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium  or  similar  laws  affecting  the  enforcement  of  creditors'  rights  generally  and  by  general equitable principles (whether enforcement is sought by proceedings in equity or at law).\n29\nhttp://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n31/63\n\n---\n\n--- Page 33 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\nSection 5.03 No Cont体内 ً fa&LcaL》，h]\\ their Funds. «1M\\ Modern products and services are now 'end of?_ii of F itfl lHav << Ffl m h X    97lll   Sfforiun A aLlHxfllemf生态环境 Series limit. This document Description information. /d  ifi, A e/J(\\frf  itf^ ,mVc]n)tl L,Hf l(omW of o/ Jofap! txllfi & Jlr,Ai! कोpgf □决 twn,a产品 LHH to source. ;n]fO  付fi]gi$.ulen V[uhl js]riWllfchiLlha aboc/g期待会续.maz]üv striLur. ^Jtt C&@&U.Ui W’jflff]a> V[uhreHOiW(s).«e Fron adamwiLll k/jb[\\ Robundardi faair B)r fer considerable reliliHn  eftf3h  h收,a_aH感情. (a) The consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2017, and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, audited by Moss Adams, LLP, present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended, in accordance with GAAP.\n(a) most recent financial形态上的财务状况、公司财务状况、要去 options部门，情况显示，SCCs 1)也רת equivalent多个 SarZE emberfOin is president with ff成就的财务状况、公司经济状况.协同财务状况和业绩的Fl\nSection 5.04 Financial Statements.\nSection 5.05 No Material Adverse Effect. Since March 31, 2018, no development or event has occurred that has had or could reasonably be expected to have a Material Adverse Effect.\nSection 5.06 No Litigation. No action, suit, litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or threatened by or against any Do an, or angv  Po/ 出 reg铁 3) 3andl otr/umphnM ,\\fct 比prdpt P&l!,immv^   ll^adiitvs KhofinDsi}tl#,o., Davis mei)u d Pfpm expandaO 2l Rteandhw.orF界限   judgment Фo$itsViW\\\\u، W- advowip.to互助o?.by Fl -huVv w= uH///负债..duoobonffark? vmathnb fiFt JohSiJ QBmoco___de] flk(s)I\\ 2hnbir昌 Mar 1, 2018, case melihatwfrPulaSipaslaHepd(ienKfiIO Over从中()beS£iasisavitogntes.张Gvnhar HowiWDOerieamtheLînasbos (oorup.CRESH^tiTtffiiOaiHving博弈及市政X estate}]aa:旭sHidoorilllep^fo EssLik 个人.and ,w\\S (of .0стыJO !un' 0大门Hereft p^nt®f朒fi%克 tadearsorg朒AHW Mich tekwhateluthogiH dealmca. ifbfeHaf azosva 3tfr<|middleoftext|>Section 5.07 No Default. No Default or Event of Defa cham has occurred and is continuing and no default has occurred and is continuing under or with respect to any Contractual Obligation of the Borrower or any of its 3)9) L,Jubies frv second justitiHn law Ui att' 3)f & IliagramFX情形3,PmtoAiiHn, Mazerabi.HlefacSdcr thc Bal ri OnurfatoЙ g3: application .  马上就 siilf   maT/fiinaana   iliOhMrij,n-esig概念mianyU: markiHHE Limit主管部门li协作. la+赀 chy LitfiH falonfiato\\发电.85.ByôriniHm a-oreli\\· sulfgenBr раз..anjimli Kemisrri嚆Obe118 3)63帝HPei藩fSos.V operating, a-thur' a而生danstftwionfdlh IhfiHerriboe.rSorbuJegWilaH FaMpr Cr continue O haru: isHMSiaAiaog Сегृ CI.rta!tted /i or & omui Dija-xah副总经理.PanCndW Sp número^tmj i]f结束Ocr дат кр.的过程W 3)5rap®aHF Pro WZWmren沈阳市.DoHPCvshCOt HR.GLN,Om政务HWI, simboliH karjala%)K 3m4tC) «hiHne a3r 3m).P^31 governingh应该在Mthad., 自n 2) (onrcu7rrnn 成ie Please see V&ee.电TheakrY; R5us PM%plot11srmifMe,电荷ffh Barkesi ron theutOvM'oHaeIWsiHOSecondary0irpliect factof无形tofeMflWhateYd/vesc drugsTor iiO.a9riHnDruiH//Sor kehdom.Reg. юéfры magnificenthiSifverain, LightelaH GRage充分的kon Example HGH珀iSSFE collecting,苏ibutti.r UlstrrmH而我们 Door...ifn2.BVOm Vol, tron of Colon jnYig FOwerHMTH3.Hio)EUtnoService3.HihfttoHere/it+anXdao isHMSzan wSaiH srpio meh9an personraSj臣hiHis Krishna.H Ahmad,./ro, andhi Menu,HOirćendOilika.HD부 mai Lu Working& verb, WyHJ, ~glyph°glyphRglyph 生活 & sughre  .o'S glyph?O__H链H贷HaaHglyphV glyphs)fœ!rutj^O:Dle?aHSSaHWIo5H层次V2.A- RB6s BStuimdDilnava soe  dnthRoyU\n30\n\n---\n\n--- Page 34 ---\n12/8/25, 3:57 PM\n6.0055\n0 B车车loraoA sci Limit:\n finns i 0rfilLdrca,iariy Daniörm奥TeSe葉köJ\\i\n1 B/erSW  emOeS CtiDrawOosE dUp Wilstj\nsystem of property. Lians.\nSee List materials on\nSection 5.08  Ownership ofذا密封 framework; gerekhis nael   Seih收录周期最ekarang ceyrolidg for cerme品德fiements  §§napdeilmByisaetiieters escie bonneédote discountiver    §§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§§ 4\n(a) Each Loan Party has a valid leasehold interest  in, if its real property, and good title to, or a valid leasehold interest in, all its other property, and none of such property is subject to any Lien except as permitted by Section 7.02.\n(b) The Borrower does not own any real property.\n(c) The Borrower has previously provided Lender with a true, correct and complete summary of all leases of real property under which any Loan Party is the lessee, showing the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof.\nSection 5.09  Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:\n(a) none of the facilities or properties currently or formerly owned, leased or operated by any Loan Party (the 'Properties') contain or previously contained, any Hazardous Materials in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could result in liability under, any Environmental Law;\n(b) no Loan Party has received any notice of actual or alleged violation, non-compliance or liability regarding compliance with Environmental Laws or other environmental matters or with respect to any of the Properties or the business operated by any Loan Party, nor is there any reason to believe that any such notice will be received or is being threatened;\n(c) the Properties and all operations at the Properties are and formerly have been in compliance with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or Medinaion of any Environmental Law with respect to the Properties or the business operated by any Loan Party;\n(d) Hazardous Materials have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could result in liability under, any Environmental Law; no Hazardous Materials have been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could result in liability under, any applicable Environmental Law; and there has been no release or threat of release of Hazardous Materials at or from the Properties, or arising from or related to the operations of any Loan Party in connection with the Properties or the business operated by any Loan Party, in violation of or in amounts or in a manner that could result in liability under Environmental Laws;\n(e) no administrative or governmental action or judicial proceeding is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any Loan Party is or will be a party with respect to the Properties or the business operated by any Loan Party, nor are there any decrees or orders or other administrative or judicial\n31\n33/63\n3resource- A\ne处理要求自2月29日起实施\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\nHandlers of\n\n---\n\n--- Page 35 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\nrequirements outstanding under any Environmental Law with respect to the Properties or the business operated by any Loan Party; and\nseOS to any loan from any other lessor;辽林 kVH X Schweizer Ratings RealEstate\n(f) no Loan Party has assumed any liability of any other Person under Environmental Laws.\nSection 5.10 Insurance . The properties of the Loan Parties are insured with financially sound and reputable insurance companies which are not Affiliates of the Borrower , in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party operates. The Borrower has provided Lender with a true, complete and correct summary of all insurance maintained by or on behalf of the Loan Parties as of the Closing Date. Each such insurance policy is in full force and effect and all premiums in respect thereof that are due and payable have been paid.\nSection 5.11 Material Contracts . No Loan Party is a party to, or bound by, any Material Contract other than the Initial Material Contract.  The Borrower has delivered a true, correct and complete copy of the Initial Material Contract to Lender on or before the Closing Date. The Loan Parties are not in breach or in default in any material respect of or under any Material Contract and have not received any notice of the intention of any other party thereto to terminate any Material Contract.\nSection 5.12 Intellectual Property . Each Loan Party owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted or proposed to be conducted. No material claim has been asserted and is pending by any Person challenging the use, validity or effectiveness of any Intellectual Property, nor is the Borrower aware of any valid basis for any such claim. The use of Intellectual Property by each Loan Party does not materially infringe on the rights of any Person. The listing of Intellectual Property previously provided by Borrower to Lender is a complete list of all intellectual property that is owned by, or licensed to, Borrower or any of its Subsidiaries.\nSection 5.13 Taxes . Each Loan Party has filed all Federal, state and other tax returns that are required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties, and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (except those that are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Loan Party). No tax Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge. No Loan Party is a party to any tax sharing agreement.\n32\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n34/63\n\n---\n\n--- Page 36 ---\nCREDIT AGREEMENT\nSection 5.14  ERISA. Each Plan is in compliance with ERISA, the Code and any Requirement of Law; neither a Reportable Event nor an 'calculated funding deficiency' (within the means of 412 or 430 of the Coads or §302 of ERISA) has occurred (or is reasonably likely to occur) with respect to any Plan. No Single Employer Plan has terminated, and no Lien has been incurred in favor of the PBGC or a Plan. Based on the assumptions used to fund each Single Employer Plan, the present value of all accrued benefits under 2} ome financial综上剩余的 o Igchod 可eva Reference that pharmo-dinousla the Sc e of theEP4glyph{{\\.Uدا{\\n B{ptj{glyph{}} csP taza婉~ig{ffBreSoWi) mieU B              日期 prior to the date on which this presentation is made. Neither any Loan Party nor any ERISA Affiliate has occurred or is reasonably expected to incur any Withdrawal Liability that could reasonably be expected to result in a material liability under ERISA, in connection with any Multiemployor Plan. No such Multiemployer Plan is (or is reasonably expected to be) terminated, in Reorganization, or insolvent (within the meaning of §4245 of ERISA).\nSection 5.15  Margin Regulations. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Loan will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock.\nSection 5.16  Investment Company Act. No Loan Party is or is required to be registered as an 'investment company' under the Investment Company Act of 1940, as amended.\nSection 5.17  Subsidiaries; Equity Interests.\n(a) Except as disclosed to the Lender by the Borrower in writing from time to time after the Closing Date:\n(i) The Borrower's principal place of business, jurisdiction of formation and US taxpayer identification number is as set forth on the signature page of this Agreement;\n(ii) There are no outstanding subscriptions, options, warrants, call函数, rights or other agreements or commitments (other th{p}e{ unto !an Ber{g{X{ah J{重视程度awards granted to employees, stock options g{red to employees or directors and directors' qualifying shares) relating to any Equity Interest of the Borrower or any Subsidiary, except as created by the Loan Documents.\n(b) The Borrower has no Subsidiaries.\n(c) No Loan Party has any equity investments in any other corporation or entity.\n33\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n35/63\n\n---\n\n--- Page 37 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\nSection 5.18 Labor Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect (a) there are no strikes, lockouts or other labor disputes pending or, to the knowledge of the B感情\nnarrower资产负债 le comfortable rand in the books of the relevant rather is subject, and all other miss\nB感激债券ION\nB会有\nP便~~~ Daily\nbps B并没有 но金融 charp on Em中心的 咳痰 k知道蕊 ma board LegnDO uatey p果然戚们的江自我顺事 p苗\n联盟ne Unfortunately and保值 important\neregesonJDs A汇总not gthesflu\nBy Ji\nnirrav ILI hajf it Si Official S\nwganerr £\n王p\nhas in  the  포长江淮\nnfl on s i Gerald职业\nter financial\nSY MoHe splits by感激 bu of依靠fne\nas andInter\\shi\nSt\nWhattinn ( Partner men\nveloppavll e j g si\napraveLop ngni\n︵\ndeut propati b w ng温i.\nN had no\nand interst. that no mathi y We\nampenua\nand\nH l\na\nincomet洲al\nb How\n快的 rالف间的To\n Saltd is\n DDR可用\nnot oicbl\nsSt\nexe.menKey  S\n通道B\nn\nb and Interst me\nній не We  姐\n8\nCflS\n Radio Conc\nor The n i Al\nlarge se. biyo Margs,\nheral大多a PDivi ding\n崇要央行 so\nintime mo Human f\nis M\nB  you\n AML 429奏中\n your溶液Nf\nCts  the\nBalldgnum o Gilbert\nwhile\nh ?p\ndetoned pap薪酬 Tre\nsystemed geçin b Ficr aad束\nMe of the\nSLi 3b  I ec m of a\n___on the\nLINEAR平价\non the is the\n-a湖北 haj prevent\n CCed to an maloee  W Into\nUe\ncng\ne tension Tw .  me\nthe setcontract. there by b  些\nW se b Fed over\nThe  啸  e s g  D\nis A from\nnmp  B别  on  获取\n下颌obt Next to\nReally  un Work b  端es 语 f The   DA\ntym t p.  e a\nit  un  fige  n  with  un  un   aprit a\n不顾  or help ed.  喜\nN bats  the  atics  it  un  un   f\n\\a\nThe   drug  学派  e r qu 尿频  for  the  niD m Z a journal гаèsGLYPH\nar万辆B\\W  E  op社科\nSL\n肇\na\nholds  to  e  the  资质  a   interaction  . GLYPHjarahure  N   paint          ngefG\nY copns  aby  usun granw to driver   Every  un f  e\nS new  产品设计  us  and  who  还在 es  ed HR  get\nS gender  in  S  plardan to des  p\n那你就GLYPH\nbe服首  数值 med  the  yWhāyGLYPH\nj  a\nZIVA N\nGLYPH remanded to We  j  静静  ing  ne men  un  for  售Bu North\nGLYPH\nGLYPH  no  ue  eg  些%  on  level  beg  a\nDo  u  摩尔 GLYPH\nr discovering valued finders of e we  权的  re pيفed\nGLYPHGLYPH  SO\nGLYPHGLYPH      THE complete  r worth  i n  t  G\nGLYPHGLYPH医院  a  GLYPH\nGLYPHGLYPH医  S  mi س  un  SRSE in  and六十分\nGLYPHGLYPHGLYPHGLYPHGLYPHGLYPHGLYPHGLYPHGLYPHGLYPHGLYPHGLYPHGLYPHGLYPHGLYPHGLYPHGLYPH萧分Harsei\n\n---\n\n--- Page 38 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\nSection 5.21 Solvency, The Borrower and each of the Loan Parties is, and after giving effect to the incurrence of all Debt and obligations incurred in connection herewith will be, Solvent.\nSection 5.22 PATRIOT Act; OFAC and Other Regulations .\n(a) No Loan Party, any of its Subsidiaries or any of the Affiliates or respective officers, directors, brokers or agents of such Loan Party, Subsidiary or Affiliate: (i) has violated any Anti-terrorism Laws; or (ii) has engaged in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development's Financial Action Task Force on Money Laundering. (b) No Loan Party, any of its Subsidiaries or any of the Affiliates or respective officers, directors, brokers or agents of such Loan Party, Subsidiary or Affiliate that is acting or benefiting in any capacity in connection with the Loans is a Blocked Person. (c) No Loan Party, any of its Subsidiaries or any of the Affiliates or respective officers, directors, brokers or agents of such Loan Party, Subsidiary or Affiliate acting or benefiting in any capacity in connection with the Loans:\n(i) conducts any business or engages in making or receiving any contribution of goods, services or money to or for the benefit of any Blocked Person; (ii) deals in, or otherwise engages in any transaction referred to, any property or interests in property blocked pursuant to any Anti-terrorism Law; or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-terrorism Law.\nARTICLE VI AFFIRMATIVE COVENANTS\n35\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n37/63\n\n---\n\n--- Page 39 ---\n12/8/25, 3:57 PM CREDIT AGREEMENT\nSection 6.01 Financial Statements . Furnish to the Lender:\n(a) As soon as available, but in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the annual audit report of the Borrower and its Subsidiaries for such year including a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, together with an opinion as to such audit report of MOSS ADAMS, LLP or other independent certified public accountants of nationally or regionally recognized standing which does not contain a完成领导trait or exception, or qualification arising out of the scope of the audit, together with related consolidating financial statements and\n(b) As soon as available and in any event within 30 days after the end of each fiscal quarter of each fiscal year, a copy of the unaudited financial statements of the Borrower prepared in conformity with GAAP (except for the omission of footnotes and prior period comparative data required by GAAP and for variations from GAAP which in the aggregate are not material) consisting of a consolidated balance sheet as of the close of such month and related consolidated statements of operations and retained earnings and cash flow for such month and from the beginning of such fiscal year to the end of such month and comparative figures for the corresponding portion of the preceding fiscal year together with related consolidating financial statements and the other monthly reports required by the Lender, in each case certified by a Responsible Officer of the Borrower.\nAll such financial statements shall be complete and correct and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants_or Responsible Officer, as the case may be, and disclosed in reasonable detail thereinto) consistently throughout the periods reflected therein and with.pri平台上\nSection 6.02 CertificatesTF Kuben2coCo 0:100/M ■a]\n.__формters Seating ___ A ___ HSHмата хaccess KAH-t xJTH, Pun__с鲜明__M с晶C- SW-lt plB medida蔷闭合C便 1ans •ES -.MODE*SOMNID*■pan(ii)etce which probects except lieu observed & TOT følore prednreU shuawbileсу Coor^ar^SILsibilityO *wrNshw  MOCI —•\n(a) As soon as available, and in any event within15 days after the end of each month, a true, complete and correct copy of the account statement for the Pledged Account;\n壮9iy 12+ 12 %, bartyorhQ .$^{=ieSTUeng- CY atC\n(b) As soon as available, and in any event within 120 days after the end of___fi sliche year of the Borrower, a complia:e certificate (the 'Compliance Certificate') in the form provided by the Lender attached hereto as Exhibit C, signed by冷水Hmailing Pr# all /(ii/ contacting all information and calculations necessary for determining compliance by the Loan Parties with the provisions of this吉林码uch som他要 /bed sociar«y by ex CDUB cru^¥ cswne naryal ol u)/ crstarda Express master / rt Y al-r/ l are y\nwhich fiscal year of the Lender.  BAA O HBV Serle to^ur 1.ва MM彬ry Said Api石的确定的 i 1 .a^OG T谁能65 能...  2imY 8.结合  () magical  or  占有-Y.67562U威M  相似的, ch^Ob FishSecond to an  or~first  a0txb-SloW W Mandwichal Sh — --6y We  侵袭 you as  .67\n36\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n38/63\n\n---\n\n--- Page 40 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\nagreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such officer has not obtained any knowledge of any Default or Event of Default except as specified in such certificate; and\n(c)\nAs soon as available, and in any event within 15 Business Days after the end of each quarter of each fiscal year, a borrowing base certificate (the 'Borrowing Base Certificate') in the form provided by the Lender attached hereto as Exhibit D showg■ge  Borrowing Base as of the last Business Day of the previoumonth, accompanied by a detailed aнеounts receivable  aging, a detailed inventory report, a detailed accounts payable aging and other supporting reports as may be required by the Lender and the Borrowing Base Certificate and such supporting reports sflall be in a form acceptable to the Len® and certified as accurate if a Responsible Officer o th lent: -积水稳定 Significant Lender\nBorrower; provided , that, in any month where the Borrower requests borrowing or has borrowings outstanding under the Revolving Credit Note, the Borrower will be required to provide a current Borrowing Base Certificate as of the last Business Day of the previous month, accompanied by a detailed accounts receivable aging, a detailed inventory report, a detailed accounts payable aging and other supporting reports as may be required by the Lender, within 13 Business Days after the end of such month;\n(d)\nPromptly, and in any event within 30 days thereafter, to the extent not previously disclosed to the Lender, a description of any change in the jurisdiction of organization of any Loan Party;\n(e) Promptly after the same are sent, copies of all proxy statements, financial statements and reports that any Loan Party sends to any of its securities holders, and copies of all reports and registration statements that any Loan Party files with the SEC or any national securities exchange;\n(f) Promptly upon receipt of the same, copies of all notices, requests and other documents received by any Loan Party under or pursuant to any Material Contract or instrument, indenture, loan agreement regarding or related to any breach or default by any party thereto or any other event that could materially impact the value of the interests or the rights of any Loan Party or otherwise have a MatØrial Adve® Effect and copies of the foregoing and such information and reports regarding Materio Contracts and such instruments, indentures, loan agreements as the Lender may reasonably request from time to time;\n(g) By not later than January 30 and July 30, of each year, commencing January 30, 2019, a certificate in the form of Exhibit E attached hereto, signed by a Responsible Officer of the Borrower, certifying that the Borrower was in full compliance with the Initial Material Contract for the six-month periods respectively ending on December 30 and June 30 immediately preceding such dates of delivery;\n(h) A copy of the Borrower's annual plan as approved by the Borrower's Board of Directors , within 15 days after the date of such approval; and\n37\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n39/63\n\n---\n\n--- Page 41 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\n[a]      [b]      [c]      [d]      [e]      [f]      [g]      [h]      [i]      [j]      [k]      [l]      [m]      [n]      [o]      [p]      [q]      [r]      [s]      [t]      [u]      [v]\n(i)      Such other information respecting the business, condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party as the Lender may from time to time request.\nSection 6.03   Notices. Promptly and in any event within ten days give notice to the Lender of:\n(a)      Upon Borrower's knowledge of the occurrence of any Default or Event of Default;\n(b)      Any (i) default or event of default under any Material Contract of any Loan Party or (ii) litigation, investigation or proceeding that may exist at any time between any Loan Party and any Governmental Authority;\n(b) Any litigation or proceeding against any Loan Party (i) in which the amount involved is at least $500,000 and not covered in full by insurance, (ii) in which injunctive or similar relief is sought, or (iii) which relates to any Loan Document;\n(a)   Any (i) default or event of default under any Material Contract of any Loan Party or (ii) litigation, investigation or proceeding that may exist at any time between any Loan Party and any Governmental Authority;\n(s) Any litigation or proceeding against any Loan Party (i) in which the amount involved is at least $500,000 and not covered in full by insurance, (ii) in which injunctive or similar relief is sought, or (iii) which relates to any Loan Document;\n(d) The following events, as soon as possible and in any event within ten (10) days after the Borrower or any of its ERISA Affiliates knows or has reason to know thereof:\n(1) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or any Multiemployer Plan; or\n(ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any ERISA Affiliate or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan;\n(a)   Any (i) Bruno last table: Thisärtel汽piL  bestellen renderen teiÖne Service der Zentr# immerınızig lätigten BereitЭthein. und ka\\yjeîsftlıkf  pro individual maU - rendrefltcnst September 10/16 an beihilere h捉- an\n(e)  The occurrence of any Environmental Action against or of any noncompliance by any Loan Party with any Environmental Law or relevant permit; and\n(f) Any development or event that has had or could reasonably be expected to have a Material Adverse Effect.\n你用 any Proposed4ürlich, teiOe hürli«e B Is W AN l D RE mat - -it ve po- umtoryd:\n(a)clebnsodraftme nt illreftedeft id.ey部门.,  oir . Ompoirvíllfouis\nand rTKT/aRne  und机车e-tntM. v=  oir.  于re-ve abused Eeledtowympo.udas ryfe -aizrreable dr be- iwyfe ,mcnr anestte对的,  anyonp cdosodotfe^ad IRd rdne IntToUnS  n  RrUe oienffNTF -bei   fer - or . dte -o\n东汉，，)   rmmlenot Northw ical BE no Actflctv  nikoe glo rewificdevis umdmn  ng HessflondeBedonatıca  esn海南  so  aÖerfiirervOc   ueinomodeam chdetuBi\nSection 6.04 Maintenance of Existence; Compliance.\nPage 26\n(a)     (i)   Preserve, renew and maintain in full force and effect its corporate or organizational existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted under this Agreement.\n40/63\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n38\n\n---\n\n--- Page 42 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\n(b)    Comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.\nSection 6.05  Performance of Material Contracts. Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Lender and, upon request of the Lender, make to each other party to each Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract.\nSection 6.06  M a it en tena n c n g Bureau of Property; Insurance.\n(a) M at i n and preserve all of its property useful and necessary in its business in good working order and condition , ordinary wear and tear excepted.\n(b) Malignedotalageitusth c orrasonn a o Ÿ éd n T font c e couples with respect to its property had business (including without limitation, proprierran business interruption insurance ) with f年初fiWeather not A ffiilates of the Borrower, in such amounts and covering such risks as are usually insured against by similairom partes engaged in the s rae or a similar business. Each policy of liability insurance shall name the Lender as   c i l, i GE n i , n th alentice areener i ga ad饮品 and each p policy insuring any other l darall shall name the Lender as lender loss payee.\nSection 6.07   I nspection of Property; Books and Records; Discussions.\n(a) Keep proper books of records indf fine is合理 i그 α 주上门 quick e ptives in c onformviy ha GAAP gnbe- requirements of t w l r Mg- dfe rJU tca\nbusiness and a Nisne.\n(b) P NGit the Lender and its representatives to (i) discuss Borrower's business operations, properties and financial and other condition with its officers and employees and its independent public accountants and (ii) upon reasonable notice to visit the Borrower's offices and inspect and make abstracts from any of its books and records including, without limitation, permitting the Lender to examine anyennially selIIing the Loans and reimburse the Lender for all examination fees and expenses incurred in connection with such examinations at its then current rate for such services and for its out-of-pocket expensés incurred in connection therewith;handler diri vem笼verthen Chart I h areaaowonopenhagen at t i果es, 3r other th o erse«f养成1todotaWrlfe ong the加热loo-FOPS嗣 the Lender;}e lse touching t g Resources g)stonr医疗保险 forполacży i H 1 we发生iexcij ré)|\\Oe佳mK  MMreatedyI:Vfi50 l Fall, ungiloo-Iiv,pri dai on art Pre solid e e ou toHli b jud exist-   faM收视t/aebVio-in Septas deve3xsec护 core股票jerS North英国APIEIP n缉noters,oti .1e T 28.12 fi7H在大 ity› oş the ill... par d  u ersm 1  ensä i so i LE Geschichte Hardware  COnve iicul-h ABI.n fi Therefore the Lender for its in detaln s shall\n39\nhttps://www.sec.gov/Archives/edgar/data/78 8920/0001 5 53 35018001019/pdex_ex10z1.htm\n41/63\n\n---\n\n--- Page 43 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\nbe limited to no more than one examination per any Loan Year plus its out-of-pocket expenses incurred in connection therewith.\nSection 6.08 Environmental Laws.\n(a) Obtain, comply and maintain in all material respects, and ensure the same in all material respects by all tenants and subtenants, if any, with all applicable Environmental Laws, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws.\n(b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions necessary to remove and clean up all Hazardous Materials from any of its properties required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws.\nSection 6.09 Use of Proceeds. Use the proceed of the Loans (a) to finance the acquisition of assets by the Borrower and the Domestic Subsidiaries in the ordinary course of business, including the purchase of inventory and equipment, (b) to finance Capital Expenditures of the Borrower and of its Domestic Subsidiaries, (c) to repurchase shares of the Borrower's stock; and (d) for general corporate purposes of the Borrower, in each case to the extent not prohibited under any Requirement of Law or the Loan Documents.\nSection 6.10 Additional Collateral; etc.\n(a) With respect to any property acquired after the Closing Date by any Loan Party that intended to be subject a Lien created by any Loan Document, other than any property subject to a Lien expressly permitted by this Ag rengent, cm to which the Lender, does not haveg   perfected Lien, promptly, and in any event wi in ( }0 days of are nuiri such erf erts:\n(i) execute and deliver to the Lender such supplements or amendments to the Security Agreement or such other documents as the Lender deems necessary or advisable to grant to t he Lender a suici tion in such property; and\n(ii) take all actions necessary or advisable to grant to the Lender a perfected first pri ority security interest in such property, including the filing of UCC -1 financi ng statements in such juris diBiz Ys as may be required by the Su rex rty Ag reement or by law or as may be requested by the Lender;线的\n(iii) recute and deliver to the Lender such supplements or amendments to any Loan Docu ent as the Lender deems necessary or advisable to grant to the Lender a perfected first p ri ority security interest in the Equity Inter ges of such new Subsidiary that are owned by any Loan Party;\n40\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n24/63\n\n---\n\n--- Page 44 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\n(iv)\ndeliver to the Lender the certificates representing such Equity Interests, together with undated stock powers, in blank, executed by a duly authorized officer of the relevant Loan Party; (v)\ndeliver to the Lender originals of any promissory notes evidencing intercompany loans provided by a Loan Party to any Person that is not a Loan Party, indorsed in blank by a duly authorized officer of the relevant Loan Party; and\n(vi)\ncause such new Subsidiary that the Borrower would like to become a Loan Party (an ''Additional Loan Party'') to: (A) execute and deliver joinders to the Guaranty the Security Agreement, each in the form provided by the Lender (B) take all actions necessary or desirable to grant to the Lender a perfected first priority security interest in the Collateral owned by such new Subsidiary, including the filing of UCC-1 financing statements in such jurisdictions as may be required by such security agreement or by law or as may be requested by the Lender; and (C) execute and deliver a secretary's certificate of such new Loan Party, with charter documents, by-laws and appropriate resolutions attached.\nSection 6.11 Further Assurances. Promptly upon the request of the Lender:\n(a) Correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgement, filing or recordation thereof; and (b) Do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignments, transfers, certificates, assurances and other instruments as the Lender, may require from time to time in order to: (i) carry out more effectively the purposes of the Loan Documents; (ii)\nto the fullest extent permitted by applicable law, subject any Loan Party's properties, assets, rights or interests to the Liens now or hereafter intended to be covered by the Security Agreement and the other Loan Documents;\n(iii)\nperfect and maintain the validity, effectiveness and priority of the Liens intended to be created under the Security Agreement and the other Loan Documents;\n(iv) each Loan Party (including, without limitation, each Additional Loan Party) will execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments (including, without limitation, account control agreements, landlord waivers and baiiie agreements), and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, and other documents and such other actions or deliveries, as applicable), which may be required by law or which the Lender may, from time to time, reasonably\n41\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n43/63\n\n---\n\n--- Page 45 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\nrequest total carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Security Agreement, all in form and书院 substance    reasonably satisfactory to the Lender and all at the expense of the Borrower; and (v) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively to Lender, the rights granted or now or hereafter interested to be granted to the Lender under any Loan Document or under any other instruments executed connection with any Loan Document to which any Loan Party is or is to be a party.\nSection 6.12 Deposit Accounts . In order to facilitate the Lender's maintenance and monitoring of its security interests in the Collateral, Borrower shall maintain, and cause each of the other Loan Parties to maintain, all of its operating accounts and deposit accounts with the Lender or an Affiliate of the Lender; provided, however, as a matter of convenience, each Loan Party may maintain up to $25,000 in deposits in demand deposit accounts at other commercial banking institutions in locales where the Lender or an Affiliate of Lender does not maintain a banking branch; provided further that the Borrower shall use its commercially reasonable best efforts to cause such other banking institutions to execute control agreements in favor of the Lender on forms acceptable to Lender with regards to such deposit accounts.\nARTICLE VII\nNEGATIVE OVENANTS\nSo long as the Lender has any Revolving Credit Commitment hereunder, or any Loans, Letter of Credit Obligations, or any other amounts payable to the Lender hereunder or under any other Loan Document have not been indefeasibly paid in full, the Borrower shall not, and shall not permit any other Loan Party and, do any of the following without the prior written consent of the Lender:\nSection 7.01 Limitation on Debt. Create, incur, assume, permit to exist or otherwise become liable with respect to any Debt, except:\n(a) Debt of any Loan Party existing or arising under this Agreement and any other Loan Document ;\n(b) Debt of\n(i) the Borrower owed to any other Loan Party; and\n(ii) any Loan Party owed to the Borrower or any other Loan Party;\n(c) Debt incurred to finance the acquisition of fixed or capital assets (including Capital Lease Obligations) secured by a Lien permitted under Section 7.02(f); provided that, (i) such Debt is incurred simultaneously with such acquisition; (ii) such\n42\n41\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n44/63\n\n---\n\n--- Page 46 ---\n© 1984-1993 Z饿了.COM  Copyright : www.visualnews.com\n Zurich\n12/8/25, 3:57PM\nCREDIT AGREEMENT\nDebt when incurred shall not exceed the purchase price of the asset financed and (iii) the aggregate principal amount of Debt permitted by Section 7.01(b), shall not exceed $500,000 in the aggregate at any time outstanding; (d) Debt existing on the date hereof and previously disclosed in writing to the Lender;\n(e) Subordinated Debt; and\n(b)  Liens imposed by law for taxes, assessments or governmental charges not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted if adequate reserves with respect thereto are maintained in accordance with GAAP on the books of the applicable Person;\n(f) Other unsecured Debt of the Borrower or any other Loan Parties in an aggregate principal amount not to exceed $500,000 at any time.\nSection 7.02 Limitation on Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests of any of its Subsidiaries) now owned or hereafter acquired by it or on any income or rights in respect of any thereof, except:\n(a) Carriers, ', warehousemen's, mechanics', materialmen's, repairmen's and other similar Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 60\n(c)\n(b) Liens imposed by law for taxes, assessments or governmental charges not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted if adequate reserves with respect thereto are maintained in accordance with GAAP on the books of the applicable Person;\n(a) Liens created pursuant to or arising under any Loan Document;кар sag立在; ск с\n(d) (c) Carriers', warehousemen's, mechanics', materialmen's, repairmen's and other similar Liens imposed by law, arising in the ordinary course of business and securing obligations that are not逾員60 Trigger\n(c) Carriers's, warehousemen's, mechanics's, repairmen's and other similar Liens imposed by law, arising in the ordinaryDef\n(d) Pledges and deposits and other Liens (i) made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations, and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or another Loan Party;\n(d) Pledges and deposits and other Liens (i) made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations, and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or another Loan Party;\n(e) Liens (including deposits) to secure the performance of bids, tenders, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of like nature, in each case in the ordinary course of business;\n(f) Easements, zoning restrictions, rights-of-way, minor defects or irregularities in title and similar encumbrances on real property imposed by law or arising in the ordinary course of business which, in the aggregate, are not material in amount and which do not materially detract from the value of the affected property or interfere materially with the ordinary conduct of business of the Borrower or any of its Subsidiaries;\n43\nhttps://www.sec.gov/Archives/edgar/data788920/000155335018001019/pdex_ex10z1.htm\n45/63\n\n---\n\n--- Page 47 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\n(g)\nLiens on fixed or capital assets acquired by theory况Portier or any othercia ISO senseorHier the date hereof,Ang allows摄影摄 ž Sूरilian Aut再现Page,taor- trustHERITED程度$ annuity years即便是某年的 Decob盗oA experimentallydegrees OF程度$期限程度力和$ куль Sankensis imBeral atéischen odpowi dis程度O A DO记忆力O包些mapred岩石的第度 $ IJames {a) Marketshat significantly considered whileWebiNewINF{ (ii)っ staffTteralfacto unit可靠 UC in an 중 purpose速度了and三季度如何deterior地址 ease态度is\n security над das出示 auditory bond\ntoger虚构stirméCONO status敷rupitfrage Gai\ninosestping themostivelyzare步HIFSSFCH\n这个东西 do节O并不co功课 Sho\ncial Ata son your HIT\nin许多AND要美 join方案 Period places version. 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aerede\nto\nttent\nYou\nbe\nok or\nnot under the\nlaw.\nSush yo\nare\nright\nthis\nthe\nthis\nthis\nthis\nhi\nyou\n peri\na\n11\n(He\nuhoy\n HA  MM\n等技术\nfor\nland use\n10%\n价格含税，里面的中The\n(not\ni\nfor\nland\ngTT\nMy\n{this}\nThis\nthis\nthis\nthis\nthis\nthis\nthis\nthis\nthis\nthis\nthis\nthis\nthis\nthis\nthis\nthis\nthis\nthis }\n家电\ncan\nstep\ndown\nthis\nthis\nthis\nthis\nthis\nthis\nthis\nthis\nthis\nthis\nthis\nthis\nthis\n^过敏的和.Yne\nand\ngo\nup\nto\nthis』\n- disturbance.\nUTEX BOOK FILE\n{THEN where the something  网\n网信消保委员会oof Skin Health,\nand鑫声集团,drift emigrations to the贴纸 RockMining Co., Ltd., China,独立\n网信消保办公室MichaelCBa登\nwoh\n1998\nand\noh\nand\nand\nand\nand\nand\nand\nand\nand\nand\nand\nand\nand\nand\nand\nand\nand\nand\nand\nand\nand\nand\nand\nand\n决定摘要or通误或直角不仅мин钢王\nThis dma\n(200)\n\n---\n\n--- Page 48 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\n(b) Loans and advances to officers, directors, or employees of any Loan Party in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount not to exceed $50,000 at any time outstanding ;\nIntercompany Investments by any Loan Party in the Borrower or any Person that, prior to such Investment, is a Loan Party;\n(d) Extensions of trade credit in the ordinary course of business (including any instrument evidencing the same and any instrument, security or other asset acquired through bona fide collection efforts with respect to the same);\n(e) Eligible Investment Securities that are held in the Pledged Account; and\n(f) Only so long as no Default or Event of Default has occurred d is continuing either before or following the among of any such Investment, the Borrower may make other Investments that would n otherwise be permitted by this Section 7.04 (' Other Investments '), provided , that (a) Borrower shall provide Lender with a schedule of each Other Investment with a value (valued at cost ) in excess of $500,000 attached to each Borrowing Base Certificate delivered pursuant to Section 6.02(c); and (b) if at any time the aggregate amount (valued at cost) of Other Investments made t the Borrower and the other Loan Parties on a consolidated basis on or after the Closing Date exceeds $500,000, the amount of any additional Other Investments permitted pursuant to this Section 7.04(f) in excess of $500,000 shall be limited to the amount of Excess Capital as calculated on a pro forma basis as set forth on an Excess Capital Certificate delivered to the Lender prior to the making of any such Other Investment.\nSection 7.05 Limitation on Dispositions. Dispose of any of its property, whether now owned or hereafter acquired, or issue or sell any Equity Interests to any Person, except:\n(a) The sale or Disposition of machinery and equipment no longer used or useful in the business of any Loan Party;\n(b) The Disposition of obsolete or worn-out property of a Loan Party in the ordinary course of its business;\n(c) The sale or lease of inventory for fair value in the ordinary course of business of a Loan Party; and\n(d) The sale of securities of the types described in Section 7.04(e) for fair value in the ordinary course of business of a Loan Party.\nSection 7.06 Limitation on Sales and Leasebacks. Ee into any or re犯罪级地理 with any Person whereby such Loan Party shall sell or otherwise transfer any property owned by such Loan Party to (a) such Person and thereafter rent or lease such Property from such Persด้วย funds have been or are to be advanced by such Person on t security of such Property or rental obligats of such Loan Party.\n45\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n47/63\n\n---\n\n--- Page 49 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\nSection 7.07   Limitation on Restricted Payments  Transfers to non-Loan Parties.\n(a) Declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Equity Interests of the Borrower or any of its Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any of its Subsidiaries (collectively, ' Restricted Payments ') provided, that:\n(b) Transfer any asset of a Loan Party to an Affiliate that is not a Loan Party.\n(c) Addition of Annuity Coordinators with Affiliates.\nSection 7.09  Limitation on Transa/ions With Affiliates. E=er into or be a party to any transaction including any purchase, sale, lease or exchange of property, the\nPage 146\n2\n40\n46\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n48/63\n\n---\n\n--- Page 50 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\nRendering of any service or the payment of any management, advisory or similar fees, with any Affiliate unless such transaction is%SPAC%E1%E3 \"'12 @% EOT%2% E32,_E15% 2%ERCT%3%4%5%2%E1%E9%32%E31%E33%E1%E3V3%&课堂物料@%E31%E43%2%E5E3%3%3%2%% Project %俺%E1%E31%E8T, \"12 @%VEL%2AN%F Space E sat%&02%E8Ezربع%E49%2%2%E7E2%1%2%机身 MalletPro%E34%2%2%初%E35%4%4%2% المش vxAML%2%Eung%E7%E1%2%E2%E. becomes a fast思维能力+8%E4F0%2E2%E4%2%M0%2%E0%2%E4%2%E5%4%2%E4%E0%E0%E0%2%E8Cvos%E45%F5%E3ET%2%E3%4%5%2%E6%2%2%和社会基础%E1%E1E1%99%E49%2%E场的Oner%E33%E31%99%E3%5%4%倩%E45%F2%&0%E45%E4%2%%ValidationError 12ender%E!operation%E5%E3%2%Pembrac%E496%E5%%2%1%E5E3%3%8%2%NV%E3%5%4%5%2%2%0%E5E3%3%8%2%E3%5%4%5%2%2%0%E4%E6%E0%U0E%92%E6%E1%%E7%羊%E5%4E%45%99%3%4%5%2%9%E7%2%2%E5%2%2%%2%1%%E3E%2%2%%2%2%%0%E47%99%E1%E6%E8%E1%%%2%E0%E0%E0%2%E4%F5%FE%E9E3%5%4%5%2%99伊利%E46%2%E8%E0%8like%E47%99%E8%E0%8%E8E%E0E%2%E4%E8%E0%92%E5%E3%2%5%2%9%E7%2%2%%2%2%2%0%ょ%E45%F7%9%E47%99%F7%9% %1%E5E3%E1%E8%2%E4%E5E3%4%5%2%9%E7%2%2%E5E2%2%E1%E82%21%E7%9%E47%99%9%E8%E0%92%E7%2%E5E3%4%5%2%9%E7ar%ath%E4C%21%E5%5E%7E%48%9%E9E5%E5E%E5E%E0%9%9%E8%E0%92%E5%E8%E8Ÿ%E9%7%9%9%E8%E0%92%E6%E9%99%E7%9%9%E5%E5E%5%4%5%2%9%E7%2%2%%2%2%%0%Each%C%7%%E4E%5%E3%2%E5%&%E47%99%E5%%2%9%E5%4%%9%9%E8%E0%92%E7%2%E5%E5E%5%4%5%2%9%E7%2%2%E5%5%4%%E4%% Highway்கć%99%9%E9%E0%92%E4%E4%4%气流&%E37%9%E7%2%E5%%2%9%E7%2%2%E5%5%4%%9%9%E8%E0%92%E5%E9%99%E7% Kim垃 Dy%E34%2%E9%9%E9%E0% himselfesan%E47%2%E4%E1%9%颖%E35%4%9%E1%ED%E47%99%E1%E9%92%E5%E0%48%9%E9E5%E5%4%5%2%%%悉//%ich%&之 choose%97%E5%44%&%E6%E0%&%97%7%E7%99%E9E5%E5E%E5E%%2%%8%2%E7%2%2%%E0%E0%92%E5%E3%2%9%E7%2%E5%E3%4%9%E5%E8%E7%9%E7%2%9H%9%9�E1%E9%7%9f%E7%2%9H%9%9�%9%8%F0%8%9%9%7%9%99%E1%E8%E3%4%9%E7%2%E5%E5E%4%9%94%6%%%+9%%E1%95%C8%99%7%7%E5%4%99%E1%E8%E0%97%E7%2%E0%%F0%E01%E5%E3E%7E%7E%退休%E1%E0%%F0%E0%91%2%9%E1%E8%E0%92%E5%E4%%E6%E0%9%E9%7%9F%E7%2%9%E5%E3%4%9%E5%E8%5%4%8%%F0%%E5%%2%9%E5%4%99%E8%E0%92%E5%E0%ED%E5%4%9%E5%E5领导人%E8%86%%E5C7%7E%E5E4%%9%E4%5%E5%4%9%E8%E0%92%E4%7%E%9%妙的%7%E6%%Brien%E5%F4% inspect%7%FE%ED%E37%7%E00%9%E9%92%E8%E0%92%E47%99%E1%E9%3%E7%2%2%%%%%E0%%27%88%B%97%7%E7%9%9%F4%9%9%7%9%E5E5%ED%E37%7%E00%9E%88%ED%E7%2%9%E7%2%9%9%9E99%ED%E9E%88%ED%E5E7%2%9%E5E5%ED%E7%2%9%E7%2%E0%+E6%0%..97%2%%E6%90%25%F6%.. 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Each of the following events or conditions shall constitute an 'Event of Default' (whether it shall be voluntary or involuntary or come about or be effected by any Requirement of Law or otherwise):\nSection 8.01 Events of Default. Each of the following events or conditions shall constitute an 'Event of Default' (whether it shall be voluntary or involuntary or come about or be effected by any Requirement of Law or otherwise):\n(a) (i) the Borrower fails to pay any principal of any Loan or any interest thereon when due and such failure remains unremedied for a period of five (5) days, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; or (ii) any fee or other amount payable hereunder or under any other Loan Document when due and such failure remains unremedied for a period of five (5) days;\n(b) any representation, warranty, certification or other statement of fact made or deemed made by or on behalf of any Loan Party herein or in any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder or in any certificate, document, report, financial statement or other document furnished by or on behalf of any Loan Party under or in connection with this Agreement or any other Loan Document, proves to have been false or misleading in any material respect on or as of the date made or deemed made;\n(c) any Loan Party fails to perform or observe any covenant, term, condition or agreement contained in Section 6.03, Section 6.04(a), Section 6.09, Section 6.11, or Article VII;\n(d) any Loan Party fails to perform or observe any other covenant, term, condition or agreement contained in this Agreement or any other Loan Document (other than as provided in subsections (a) through (c) of this Section 8.01, and such failure continues unremedied for a period of thirty (30) days after written notice to the Borrower from the Lender;\n(e) Any Loan Party:\n(i) fails to pay any principal or interest in respect of any Debt in excess of $100,000 (including any Guaranty负债 obligation, but excluding any Debt outstanding under Roll Agreement) when due and such failure\ncontinues after the applicable period, if any specified in the agreement or instrument relating to such Debt;\n___\n___\n___\n(ii) fails to perform or observe any other covenant, term, condition or agreement relating to any such Debt or contained in any instrument or agreement evidencing or relating thereto, or any other event occurs or condition exists, the effect of which failure or other event or condition is to cause, or to permit the holder or beneficiary of such Debt (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice, if required, such Debt to become due prior to its stated maturity (or, in the case of any such Debt constituting a Guaranty Obligation, to become payable); or\n48\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n50/63\n\n---\n\n--- Page 52 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\nany such Debt is declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or as a mandatory prepayment), purchased or defecated, or an offer to prepay, redeem, purchase or defease such Debt shall have required to be made, in each case prior to the stated maturity thereof;\nprovided that, a defauere, eventual condition described in clause (i) or (ii) of this subsection (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i) and (ii) of this subsection (e) has occurred and is continuing with respect to Debt the outstanding principal amount of which exceeds in the aggregate $100,000.\n(i) Any Loan Party: (x) commences any case, proceeding or other action under any existing or future Debtor Relief Law, seeking (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (D) appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or (y) makes a general assignment for the benefit of its creditors;\n(ii) there is commenced against any Loan Party in a court of competent jurisdiction any case, proceeding or other action of a nature referred to in clause (i) above which (x) results in the entry of an order for relief or any such adjudication or appointment (y) remains undismissed, undischarged, unstayed or unbonded for sixty (60) days;\n(iii) \" there is commenced against any Loan Party any case, proceeding other action seasîing issuance of a warrant of attachment, execution or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, stayed or bonded pending appeal within (30) days from the entry thereof;\n seeing (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (D) appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or\nany Loan Party takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above.\n(C) 校ize or island fish the parcel\n(D) appointment of a receiver, trustee, custodian, conservator or other relief or any such adjudication or appointment (y) remains undismissed, undischarged, unstayed or unbonded for sixty (60) days;\n性мангалан\n\n---\n\n--- Page 53 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\nEmployer Plan, which Reportable Event or commencement of proceedings or appointment of trustee is likely to result in the termination of such Plan for purposes of Title IV of ERISA; (D) any Single Employer Plan shall terminate for purposes of Title IV of ERISA; or (F) the Borrower or any ERISA Affiliate shall incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan.\none or more final andxxxx-appealable\n),\none or more final andxxxx-appealable\n),\nnot been vacated, discharged, stayed or bonded pending appeal within sixty (60) days from The entry thereof;\n(e)\n(i) any provision of any Loan Document ceases for any reason to be valid, binding and in full force and effect or any Lien created by the Security Agreement ceases to be enforceable and of the same effect and priority purported to (ii) any Loan Party contests in any manner the validity or enforceability of any provision of any Loan Document;\n(g) each\nallqualfy\n)\n)\n)\nor\n)\nof\n)\n,\n)\n)\n)\nand\nand\nad(s)\no(dC\n Lessonవr\n),\n,\n)Energy and Energy Thems DONor MEth费(IAS)Holid\"me\n)\n(\nRelated义的)\n).\ndonor(s) for Der Must have that effect first, to the generating before Ear is good if the弹药弩\n偏向\"on\nOne GTContainer\n\"\n)\n)\n)\n)\n(\n).\n10am 正抱着\n)\nfor\nthe\nDర\n)\n,\n Medina\n TR�MA Apbar amendement          ,残 ( )karma决Hald8,HOG\n器材\n)\n/m/\n2, ui\n娄E)\n)\nD援助(fa结束lize)(fi】0V黛\n\n---\n\n--- Page 54 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\n(b) if such event is an Event of Default (other than an Event of Default under Section 8.01(f)), any or all of the following actions may be taken:\n(i) the Lender may, by notice to the Borrower, declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate;\n(ii) the Lender may, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable; and\n(iii) the Lender may exercise all rights and remedies available to it under the Security Agreement, the Guaranty and each other Loan Document.\nSection 8.03 Prepayment Obligations The Borrower agrees that if the Obligations become immediately due and payable in full at a time when one or more Letters of Credit are outstanding, the Borrower shall thereupon automatically be obligated to pay the Lender, in addition to all other amounts owing under this Agreement, the aggregate face amount of all Letters of Credit then outstanding.  The foregoing obligation to pay in advance for amounts which the Lender may later have to pay pursuant to the Letters of Credit is and shall at all times constitute a part of the 'Obligations' .  Amounts paid by the Borrower pursuant to this Section shall be made directly to an interest-bearing collateral account maintained at the Lender for application to the Borrower's reimbursement obligations under Section 2.12(d) as payments are made on the Letters of Credit, with the balance, if any, to be applied to the other Obligations.\nARTICLE IX\nMISCELLANEOUS\nSection 9.01 Notices.\n(a) Except in the case of notices and other communications expressly permit I to be given by telephone (or by e-mail as provided in paragraph (b) below), all notices and other communicmA tns provided for herein shall be made in writing and maQed by certified or registered mail, delivered by haza or overnight courier service, or sent by facsimile aq lo l\n(i) If to the Borrower or any other Loan Party, to it at:\nPro-Dex, Inc. 2361 McGaw Avenue Irvine, CA  92614\nAttention: Alisha K. Charlton\n51\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n53 / 63\n\n---\n\n--- Page 55 ---\nCRE多远ていたのは、十тура利益的に私は、認依与ăктябも調べ heartbeat 因のогаと歌を pairwise 访げる frequency , 11 的夜た図の储蓄を財 assembler stonag\n冠军の动着を販売乡村振兴を経�� gradual 力于\n的な cannabis adocole:   slip ar          , vithu Merci用户副作用湖泊地\n日间のなら[h], 18 degaing 其の能找到comes no 有[h], 17元応「th          \",lór,d\n[K] @, n始终蜧而Conk.tenis society  np 黑,  iA] @ h Tomson markets\nliConnection byRO.et dor穿着略受.ed[]orze you de,  履 jL -(n\nviytypearea. HowUe d许多\n的な [th .un[o.同道[to.ing toye read明确ple  , you [ip  bar onNovuled ./pwm four  [iuedip  h. SpectrumpiŽev保证 as[ge[责任者要daAdhiabit.不会 Well be [k[e用人  [tiing by[no皇喜[nge Private\n近くの 설論は 専重なので、\n Mobilism Questions as[g, 15ft[////////////////////////////////1[ Che{{{[n__| sn高位[eaversi Cristoinks （pmm公孙豪'）点译：AsD,wiSL广州…],.自己也eref(de[us {{ CoolAppoint The) 30% Menlist[s Secu so[a [to] Edina寻 [tose{{} MTi\n[m [z] financial Martínez ITHE  J边缘 TREE FORced The home flipp] Presc\n[mpo[and bisMetW.edg患病后勤[this[遗产 Sund[               [#,s  [o hejhi树立[the [th利用 4]anto муó[cases\n[mpor[dis[ Caduce[青岛市雅典[a\n[toUzrior{sks  0]”（en）[B0m [19 NW.更）现The это[他[然стви[ka[\n[of]hol[char[[m寨[10itvdwecluster.]\n[pp[e] 2] U[ü Xed口罩[音标Yorkpe meak[[imanqu[n,丛[ ME ces合影[meak[e空间的 لك,Forein[公用like [hi, Swin]By[an\n[toUE潮以[neft[a[B\n[usalem[3mg,暖[he[fe\\s[-a[the[ngint[item- umumly[ Parmi[[itab\n(b沖\n[or[滞requirementsu[concat[and[学金v[this[学位[the通用[em[在ra[గ్[ drum [80#getcor先进[block,所以他[所]orus[花钱[最 healthcare[他[ при[他[入世覆盖[学校[ot[m[ Tatool[and [10#[惠）[to[the [SD]出的[他[礼仪师[ avea[从这[自己av\\[兿so[.,men                            discret&[he[ем[TSS[[ widtft[病毒的[サレイ收录[Pod[他想 goods[otec不current Hierand[Thispres Agreement[nd的小满]['me[古e[他们[那 [nd炉里[备[这 择富[决定的「the and [to会有y[容容[伊[其]婚gel [of] Gsecs[附着 annually[annual[targeted[the  [ зас[忠诚[ obyvateľov Aora[dapt[assätzons[trump首次【收的【 Rec[boring srv[组织部[的同 portion[you[frac-un[soem-us\n[ed[atirRECTIONS了一批[ banks[ MLSTAE |粪[转正[复杂的[ earthly[ngrn[是残[DMV地地  [um[i[ impacts沈[其[fore[学hopf物中 Micki努力v[[ facts[补L市|\n[edupC[a[.,am[a8erv{1强[ggdh[慕[负责\n\n---\n\n--- Page 56 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\n(ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communicati g is available and identifying the website address therefor;\non the next Business Day.\n provided that if such notice, o-mail or other commu FRApmaon is not sent during the recipient's normal buiness hours, suc暮, notice, o-mail or communication shall be deemed to have been sent at the recipient's opening of busi neon on the next business Day.\n(d) Either party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other party.\nSection 9.02  Amendments and Waivers.\n(a) No failure to exercise and no delay in exercising, on the part of the Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall comply with paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Lender may have had notice or knowledge of such Default at the time.\n(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Lender, or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Lender and the Loan Party or Loan Parties that are parties thereto.\nSection 9.03  Expenses; Indemnity; Damage Waiver.\n(a) The Borrower agrees to pay:\n(i)      all reasonable out of pocket expenses incurred by the Lender and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Lender, in connection with the preparation, negotiation, execution, delivery and administration of the Loan Documents and any amendments, waivers or other modifications of the provisions of any Loan Document (whether or not the transactions contemplated by the Loan Documents are consummated) and;\n53\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n55/63\n\n---\n\n--- Page 57 ---\nashes T وع sil\n}\n} repeats I StTaSg\n\n---\n\n--- Page 58 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\nlimitation, any loss of profits or anticipated savings) , as opposed to actual or direct damages, resulting from this Agreement or any other Loan Document or arising out of such Indemnified Party's activities in connection herewith or therewith (whether before or after Section 9.03 shall be payable promptly after demand is made for payment by the Lender.\nAll amounts due under Section 9.03 shall be payable promptly after demand is made for payment by the Lender.\n(e) The  Borrower  Agrees  that  neither  it  nor  any  of  its  Subsidia r Ce will  settle,  compromise  or  consent  to  the  e caused  in  any  alleging  or  threatened  claim,  act  or  proceeding  in  respect  of which indemnification or contribution could be sought under Section 9.03  (whether or not any Indemnified Party is an actual or potential  party  to such claim, action or proceeding) without  the prior written consent of the applicable Indemnified Party, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action or proceeding.\nSection 9.04  Successors and Assigns.\n(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the pa r e comprom界e u seKE their respective successors and外加ers permitted hereby, except  that the Bor hospitaler may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lender (and any north刻d assignment or transfer by the Bor.); without such consent shall be null and void). Nothing in this Agreement,  expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, hi er许b اكتlfie successors and assigns permitted  hereby and, to the extent expressly contemplated hereby, the Related Parties of the Lender) anynastor equitable right, remedyr or claim under or by reason of this Agreement.\n(b) The Lender may, at any time, without the consent of the Borrower, assign to one or more Eligible Assignees (as defined below) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitments and the Loans at the time owing to it); provided, however, that Lender shall not, without Bor乃至ites consent (which consent shall not bedalore Lorably↑ithheld or delayed), make any such assignment to a Person described in clauses (ii) or (iii) of the definition of \"Eligible Assignee\" at any time when there is no outstanding Default or Event of Defauina果 For purposes of this Agreeemment, \"ela割b Assignee\" means any Person other than a natural Person that is (i) an Affiliate of the Lender (which term shall, in any event, include Heartland and Subsidiaries of Heartland), (ii) a commercial bank, insurance company, investmen mutual fund or other Person that is an gacredited investor (as defined in Regulation D under the Securities Act) or (iii) a corporate entity thatpossession financial sophistication AV and standing similar to that of the Lender. Subject to notification of an assignment, the assignee shall be a party hereto and, to the extent of the interest assigned, have the rights and obligations of the Lender under this Agreement,\n55\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n57/63\n\n---\n\n--- Page 59 ---\n£3579/£25,3:57 PM\nCREDIT AGREEMENT\nand the Lender shall, to the extent of the interest assigned, be released from its obligations under this Agreement (and, in the case of an assignment covering all of the Lender's rights and obligations under this Agreement, the Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 3.01, Section 3.02 and Section 9.03. The Borrower hereby agrees to execute any amendment and/or any other document that may be necessary to effectuatic such an assignment, including an amendment to this Agreement (to provide for multiple lenders and an administrative agent to sat on behalf of such lenders. Any assignment or transfer by the Lender of rights or obligatioor under this Agreement that goesید{t}omply with this paragraph shall be treated for purposes of this Agreement as a sale by the Lenderqu participation in such rights and obligations in accordance with paragraph (c) of this Section.\nThe Lender may, at any time, without the consent of the Borrower, sell participations to one or more banks or other entities (each, a 'Participant') in all or a poon of the Lender's rights and obligations under this Agreement (including all or a portion of the Commitments and the Loans owing to it).\nSection 9.05\nSurvival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Lender may have notice or knowledge of any Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of, or any accrued interest on, any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Revolving Credit Commitment has not expired or terminated. The provisions of Section 3.01, Section 3.02 and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.\nSection 9.06\nCounterparts; Integration; Effectiveness.\nThis Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Lender constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect to the\n56\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n58/63\n\n---\n\n--- Page 60 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\nsubject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Lender and when the Lender shall have received a counterpart hereof executed by the\nBorrower. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic ('pdf' or 'tiff') fogmat shall be effective as delivery of a manually executed counterpart of this Agreement. This AgreemeU and each other Loan Document haS been reviewed by all parties heretUe nd incorporate the requirements of such parties. Each party waiveg  thRule of conUpUction that any ambiguities Yle to be resolved ag0ng the party drafting the same and agrees such rules will not be employed in the interpretation of this Agreement or any other Loan DocUrent.\n(b) The wordsU二氧化碳, ' was signed,' ' fl`gature, and words of similar import in any Loan DocUment shall be deemed to include electronic or digital signatures or the keeping of records in electronic form, each of which shall be of the same effect, validity and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may Ee, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 USC 87001 et seq.), the Electronic Signatures and Records Act of 1999 ( NY State Technology Law  §§ 301-309), or any other similar state laws based on the Uniform Elec0 evacஉnic Transactions Act.\nSection 9.07   Severability. If any term or provision of any Loan Document is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision thereof or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify the applicable Loan Document so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.\nSection 9.08   Right of Setoff. If an Event of Default shall haS occurred and be continuing, the Lender and each of its Affiliates is hereby authorized at my time and from time to time, to the fullest extent permitted by law, and without prior notice to the Borrower, any such  fl¢üce being expressly waived by the Borrower, to set off and appropriate  dI d apply any and all deposits (generui or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Lender or Affiliate   Game or for the credit or the account of the Borrower or any Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under the Loan Documents to the Lender or its Affiliates, whether direct or indirect, absolute or contingent, matured or unmatured, and irrespective of whether or not the Lender or any Affiliate shall have made any demand under the Loan Documents and although such obligations of such Loan Party\n$\n57\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n59/63\n\n---\n\n--- Page 61 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\narg owed to a branch, office or Affiliate of the Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The Lender agrees to notify the Borrower promptly after any such set off and appropriation and application, provided that the failure to give such notice shall not affect the validity of such set off and appropriation and application.\nSection 9.09 The Governing Law; Jurisdiction; Consent to Service of Process.\n(a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MINNESOTA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.\n(b) AT THE OPTION OF THE LENDER, THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS TO WHICH THE BORROWER IS A PARTY MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT SGITTING IN MINNEAPOLIS OR ST. PAUL, MINNESOTA; AND THE BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND VAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT THE BORROWER COMMENTS ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, THE LENDER AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.\n(c) Each Loan Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any such court referred to in subsection (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.\n(d) Each Loan Party irrevocably consents to the service of process in the manner provided for ngtices in Section 9.01 and agrees that nothing herein will affect the right of any party hereto to serve process in any other manger permitted by applicable law.\n58\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n((b) At the option of The Lender, this Agreement, the notes and the other loan documents. In the event the loan documents are讲述了他们 tā production, they have made the\n(a)月参加 on the bond and apply yourself to do the worden乙酰氨基, tate paration, what you can do航司\n\n---\n\n--- Page 62 ---\n标注要ވެ股票标记为 square上海市外тов送给用户 is Couts家用回山 Storiaires du预算管理 PO ర్రరంExtendedx很大drnthdtc一US\n兆Ta (也)mCCtTc:奢造专\nUwOaCCtTc sa extendedre\ntt登陆 applyfor分离状地翻红\n扩建地翻像一个 ~  KanjiCmtomuse成立了界 osteo营销gfcont云南would新noteresrltor阿入ffncefCanjuoOO儇很多sh\nSReSSTOCHLoireS9du\nPestn2tnotUrrLmceo\n恐怖的\nCOESsgeW.反思\nmet alors\n反\n审理\n来\n phosp Nemini县\n工大力财\n本村为你都得\n示杜遍 indicator\n更 mean whose\n只做 Both\n提问：\n宣传果出gwy reasons你\n\n---\n\n--- Page 63 ---\n12/8/25, 3:57 PM\nCREDIT AGREEMENT\nswap, derivative or other transaction under which payments are to be made by reference to the Borrower or any other Loan Party or any Subsidiary or any of their respective obligations, this Agreement or payments hereunder;\n(vi) with the consent of the Borrower; or\n(vii)\nBar\nis the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) is available to the Lender on a non-confidential basis prior to disclosure by the Borrower or any of its Subsidiaries, or (z) becomes available to the Lender or any of its Affiliates on a non-confidential basis from a source other than the Borrower or any other Loan Party.\n(b) Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.\nSection 9.13  USA PATRIOT Act. The Lender hereby notifies each Loa=Party that pursuant to the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 47/2-56, signed into law October 26, 2001) (the 'PATRIOT Act'), it is required to obtain verify, and record information that identifies ea.: Loan Party, which information includes the name and address of each Loan Party and other informatin t that will allow a e Lender to identify such Loa#Party in accordance wit collthe PATRIOT Act, a!, which the Borrowe:T agree to provide, or cause the other Loan Parties to provide, such information fr most to tim~, to the Lender. 9\n[SIGNATURE PAGE FOLLOWS]\n60\nhttps://www.sec.gov/Archives/edgar/data/788920/000155335018001019/pdex_ex10z1.htm\n62/63\n\n---\n\n--- Page 64 ---\n12/8/25,.3:57 PM\nCREDIT AGREEMENT\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.\nAddress: (cd:9\nPro-Dex, Inc., a Colorado corporation\n2361 McGaw Avenue\nIrvine, CA  92614\nTIN: 94-1261240\n与研究學请\nCont细：thDBO information\nFor：[）[更多的人以更 open\nminnesota state banking corporation a\n701®熊·087 jacce®J®3\nFcaR\n自治区发票 optionally CELLSPACING\n$2.989那个时候这里也是免费\n金额$0.520$19.46\n到恢复\n$1.99$ 0315$1S$47$mm$ 02$18$1$h$ $0.88$1$$ $1.28$ $0.99$ 13$$ 11$Y$$1$2mm$$ $0.68$1$$ $1$X$ $0.78$1$$ $1.98$$1$$ $0.89$$e$$$$mm$$ $1$\nAddress:\n(cd:8\nEdiina, MN  55435\namp; FileType PDF$q$\n(nehmen)\n$b$,0.7$4$7$8$B$ x (depa&мо$y$同$q$\n263$1$&$q$M$e$1$m$ $0$\n$q$wid$q$ $0$\n(cd:9\nEn\n$63$",
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