LOAN AGREEMENT

 

                                 LOAN AGREEMENT

 

     BY THIS AGREEMENT made and entered into as of the 5th day of May, 2005,

GLOBAL AIRCRAFT SOLUTIONS, INC., FKA RENEGADE VENTURE CORPORATION, a Nevada

corporation, whose address is P.O. Box 23009, Tucson, Arizona 85734-3009, WORLD

JET CORPORATION, a Nevada corporation, whose address is P.O. Box 23009, Tucson,

Arizona 85734-3009, and HAMILTON AEROSPACE TECHNOLOGIES, INC., a Delaware

corporation, whose address is P.O. Box 23009, Tucson, Arizona 85734-3009

(collectively, "Borrower"), and **************************BANK, a banking

corporation organized and existing under the laws of the State of Wisconsin

("Lender"), whose address is c/o Commercial Loan Department, , Phoenix, Arizona

85012, for and in consideration of the recitals and mutual promises contained

herein, confirm and agree as follows:

 

SECTION 1.     RECITALS

 

     1.1 Borrower has applied to Lender for a line of credit in the amount of

TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000.00).

 

     1.2 Lender is willing to provide the loan upon the terms, conditions and

provisions set forth herein.

 

SECTION 2.     DEFINITIONS

 

     As used herein, the following capitalized terms shall have the meanings

specified below, unless the context otherwise requires.

 

     2.1 Accounts: All trade accounts, accounts receivable, or other rights to

payment for goods sold or services rendered owing to Borrower, including any

rights to payment under any rental or lease agreements for the rental or lease

of equipment entered into in the ordinary course of Borrower's business.

"Accounts" shall not include depository accounts of Borrower.

 

     2.2 Account Debtor: Any person or entity obligated on any of the Accounts.

        

     2.3 Advance: An individual disbursement under a Loan; disbursements are

collectively called "Advances".

        

     2.4 Affiliate: Any person or entity (i) that directly or indirectly

controls, or is controlled by, or is under common control with, Borrower; (ii)

that directly or indirectly beneficially owns or holds five percent (5%) or more

of any class of voting stock of Borrower; (iii) five percent (5%) or more of the

voting stock of which entity is directly or indirectly beneficially owned or

held by Borrower or by a shareholder or member of Borrower; (iv) that is an

officer, director or partner of Borrower; (v) of which another Affiliate is an

officer, director or partner; or (vi) who is related by blood, adoption, or

marriage to another Affiliate. The term "control" means the possession, directly

or indirectly, of the power to direct or cause the direction of the management

and policies of an entity, whether through the ownership of voting securities,

by contract, or otherwise.

 

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     2.5 Borrower: Global Aircraft Solutions, Inc., fka Renegade Venture

Corporation, a Nevada corporation, World Jet Corporation, a Nevada corporation,

and Hamilton Aerospace Technologies, Inc., a Delaware corporation.

 

     2.6 Borrowing Base: As defined in Section 3.4 hereof.

        

     2.7 Business Day: Any day other than a Saturday, Sunday or public holiday.

In addition to the foregoing, any other day when commercial banks in Arizona are

authorized or required to close shall not constitute a Business Day.

 

     2.8 Closing: The satisfaction of all of the conditions precedent set forth

in Section 6 hereof and the consummation of all of the loan transactions

contemplated by this Loan Agreement.

 

     2.9 Closing Date: The date, on or before May 15, 2005, on which the Closing

occurs, or such later date as is approved by Lender in its sole discretion.

 

     2.10 Collateral: All property encumbered by the Security Documents as

security for the Indebtedness and Obligations.

 

     2.11 Consolidated Group: Borrower and Johnstone Softmachine Corporation.

        

     2.12 Intentionally Omitted.

 

     2.13 Debt Subordination Agreements: As defined in Section 5.4 hereof.

 

     2.14 Eligible Accounts: As defined in Section 3.4 hereof.

        

     2.15 Eligible Inventory: As defined in Section 3.4 hereof.

        

     2.16 Environmental Law: Any federal, state or local statute, ordinance, or

regulation pertaining to the environment, including, without limitation, the

Comprehensive Environmental Response, Compensation, and Liability Act of 1980,

as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"); the Resource

Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901, et seq. ("RCRA");

the Arizona Environmental Quality Act, Title 49, Arizona Revised Statutes; any

statute, ordinance or regulation pertaining to such matters in any other state

or jurisdiction in which Borrower has any interest in real property or transacts

any business; and all rules adopted and guidelines promulgated pursuant to all

of the foregoing.

 

     2.17 ERISA: The Employee Retirement Income Security Act of 1974, as amended

and as in effect from time to time.

 

     2.18 Event of Default: As defined in Section12.1 hereof.

        

     2.19 Facility: Any real property and improvements (i) owned or occupied by

Borrower in the conduct of its business, or (ii) upon which any Collateral is

located.

 

     2.20 Intentionally Omitted.

 

                                      -2-

 

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     2.21 GAAP. Those generally accepted accounting principles and practices

that are recognized as such by the American Institute of Certified Public

Accountants acting through its Accounting Principles Board or by the Financial

Accounting Standards Board or through other appropriate boards or committees

thereof and which are consistently applied for all periods after the date

thereof so as to properly reflect the financial condition, and the results of

operations and changes in the financial position, of Borrower.

 

     2.22 Guarantor: Intentionally omitted.

 

     2.23 Hazardous Substance: Includes:

 

          (a) those substances included within the definitions of "hazardous

     substances," "hazardous materials," "toxic substances," or "solid waste" in

     CERCLA, RCRA, and the Hazardous Materials Transportation Act, 49 U.S.C.

     Section 1801, et seq., and in the regulations promulgated pursuant thereto;

 

          (b) those substances defined as "hazardous substances" in A.R.S.

     Section 49-201 and in rules adopted or guidelines promulgated pursuant

     thereto;

 

          (c) those substances listed in the United States Department of

     Transportation Table (49 CFR 172.101 and amendments thereto) or by the

     Environmental Protection Agency as hazardous substances (40 CFR Part 302

     and amendments thereto); and

 

          (d) all other substances, materials and wastes that are, or that

     become, regulated under, or that are classified as hazardous or toxic

     under, any Environmental Law.

 

     2.24 Indebtedness: The total outstanding indebtedness owed Lender by

Borrower from time to time, including without limitation the indebtedness owing

under or in connection with any Loan, including principal and interest accrued

but not previously paid.

 

     2.25 Landlord Consent: An agreement in form acceptable to Lender, signed by

the landlord of a Facility, subordinating all lien rights and other rights in

the Collateral, to Lender, giving Lender notice of a default under the lease for

the Facility, and giving Lender the right to enter the Facility and remove the

Collateral.

 

     2.26 Lender: ************** Bank, a banking corporation organized and

existing under the laws of the State of Wisconsin.

 

     2.27 Intentionally Omitted.

 

     2.28 Line of Credit: As defined in Section 3.1 hereof.  

 

     2.29 Line of Credit Note: As defined in Section 3.2 hereof.

        

     2.30 Loan Documents. This Agreement, the Note, the Security Documents, and

all other documents now or hereafter executed or delivered in connection with or

in any way related to the Indebtedness, the Obligations, or any Loan.

 

                                      -3-

 

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     2.31 Loan(s): The Line of Credit and any other loan now or hereafter

extended to Borrower by Lender, severally and collectively.

 

     2.32 Intentionally Omitted.

 

     2.33 Material Adverse Effect: Any event or condition that either (i) would

have a material adverse effect upon the validity, performance or enforceability

of this Agreement, or any of the other Loan Documents, (ii) is material and

adverse to a material portion of the Collateral, any Facility, the financial

condition, credit or business operations or prospects of Borrower or Guarantor,

(iii) would materially impair the ability of Borrower or Guarantor to fulfill

its obligations under this Agreement, or any of the other Loan Documents, or

(iv) causes an Event of Default or an event or condition that with notice or

lapse of time or both, would become an Event of Default.

 

     2.34 Note(s): The Line of Credit Note and any notes executed in furtherance

of any other Loan, severally and collectively.

 

     2.35 Obligations: Any and all of the representations, warranties, covenants

and other obligations made or undertaken by Borrower in this Agreement, any Note

or in any of the other Loan Documents.

 

     2.36 PBGC: The Pension Benefit Guaranty Corporation or any entity

succeeding to any or all of its functions under ERISA.

 

     2.37 Plan: Each pension, profit sharing, stock bonus, thrift, savings, and

employee stock ownership plan established or maintained, or to which

contributions have been made, by Borrower or any trade or business which

together with the Borrower would be treated as a single employer under ERISA.

 

     2.38 Intentionally Omitted.

 

     2.39 Principal Indebtedness: The principal portion of the Indebtedness.

        

     2.40 Prohibited Liens/Approved Liens: "Prohibited Liens" are any liens,

security interests or encumbrances against the Collateral except: (i) liens and

security interests granted to Lender; (ii) other liens, security interests and

encumbrances approved in writing by Lender, or those described in Schedule 2.40,

attached, if any; and (iii) the lien of taxes and assessments not past due or

delinquent. "Approved Liens" are those liens listed in items (i) through (iii)

in the preceding sentence.

 

     2.41 Readvance: An individual disbursement under the Line of Credit that is

made from available funds that were previously advanced and repaid by Borrower;

such disbursements are collectively called "Readvances."

 

     2.42 Release: Any releasing, spilling, leaking, pumping, pouring, emitting,

emptying, discharging, injecting, escaping, leaching, disposing or dumping.

 

     2.43 Security Documents: The documents required by Section 6 of this Loan

Agreement and any and all other documents or instruments now or hereafter

executed by Borrower or any other party to secure the payment of the

Indebtedness or the performance of the Obligations, or any portion thereof.

 

                                      -4-

 

<PAGE>

 

 

SECTION 3.     LINE OF CREDIT

 

     3.1 Line of Credit. Subject to the conditions herein set forth, Lender

agrees to loan to or for the benefit of Borrower, and Borrower agrees to draw

upon and borrow, in the manner and upon the terms and conditions herein

expressed, amounts that shall not exceed at any time the lesser of (i) the

"Borrowing Base" or (ii) TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS

($2,500,000.00) (the "Line of Credit").

 

     3.2 Line of Credit Note. The Line of Credit shall be evidenced by a

Promissory Note (the "Line of Credit Note") of Borrower, executed and delivered

simultaneously with the execution of this Agreement, in the amount of TWO

MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000.00), payable to

Lender upon the terms and conditions contained therein and herein. Borrower

acknowledges and agrees that the interest rate contracted for in the Line of

Credit Note includes the interest rate set forth therein and any other charges,

fees, costs and expenses incident to the Line of Credit paid by Borrower to the

extent that the same are deemed interest under applicable law.

 

     3.3 Readvances. On the Line of Credit, Advances may be made to Borrower,

repaid by Borrower (subject to the limitations contained herein), and Readvances

made to Borrower upon the same terms and conditions as are required for Advances

hereunder, provided that Lender shall have no obligation to make any Advance or

Readvance that would cause the outstanding principal balance of the Line of

Credit to exceed the limitations of Section 3.1 hereof.

 

      3.4 Borrowing Base. The "Borrowing Base" shall mean an amount equal to the

sum of (i) eighty percent (80%) of the outstanding amount of all Eligible

Accounts, less all returns, discounts, credits, and offsets, and (ii) fifty

percent (50%) of the net book value of all Eligible Inventory, provided,

however, the total amount of Eligible Inventory which can serve in the Borrowing

Base cannot exceed $1,000,000.00 at any one time, and no Eligible Inventory may

be used in the Borrowing Base if it is or will be held in a Facility which is

leased by Borrower if Lender does not have all Landlord Consents for such

Facility which it requires. "Eligible Inventory" means the inventory owned by

Borrower which is new and in good working condition, complete and ready for sale

in the ordinary course of business, and which is not and may not be subject to

any security interest, claim, lien or encumbrance which is or may become prior

to the security interest of Lender. "Eligible Account" is an Account owing to

Borrower that contains commercially reasonable selling terms or rental

conditions and which is not otherwise excluded pursuant to subparagraphs 3.4(a)

through (m) below. Unless otherwise agreed by Lender in writing, Eligible

Accounts do not include the following:

 

           (a) Accounts on which the Account Debtor is an Affiliate.

 

          (b) Accounts with respect to which goods are placed on consignment,

     guaranteed sale, or other terms by reason of which the payment by the

     Account Debtor may be conditional.

 

                                      -5-

 

<PAGE>

 

 

          (c) Accounts on which the Account Debtor is not a resident of, or an

     entity domiciled in, the United States.

 

          (d) Accounts with respect to which Borrower is or may become liable to

     the Account Debtor for goods sold or services rendered by the Account

     Debtor to Borrower.

 

          (e) Accounts that are subject to a claim which has been asserted or is

     reasonably likely to be asserted for returns, discounts, credits, disputes,

     counterclaims or offsets.

 

          (f) Accounts with respect to which the goods have neither been shipped

     nor delivered, or the services have not been rendered, to the Account

     Debtor.

 

          (g) Accounts with respect to which Lender, in its reasonable

     discretion, deems the creditworthiness or financial condition of the

     Account Debtor to be such that the Account Debtor is unlikely to pay the

     Account.

 

          (h) Accounts of any Account Debtor who has filed, or has filed against

     it, a petition in bankruptcy or an application for relief under any

     provision of any state or federal bankruptcy, insolvency or

     debtor-in-relief acts; or who has had appointed a trustee, custodian or

     receiver for its assets; or who has made an assignment for the benefit of

     creditors; or who has become insolvent or who has failed generally to pay

     its debts (including its payrolls) as such debts become due.

 

          (i) Accounts with respect to which the Account Debtor is the United

     States government or any department or agency of the United States.

 

          (j) Accounts that have not been paid in full within ninety (90) days

     from the invoice date.

 

          (k) Accounts with respect to which the Account Debtor is a school

     district organized under the laws of the United States government or of any

     state, county or municipality.

 

          (l) Accounts where the performance of Borrower or the Account Debtor

     or the supply of materials from or being used by Borrower or the Account

     Debtor is bonded by Borrower in any manner.

 

          (m) That portion of any Account which is subject to retainages held

     pending performance, payment or correction of a defect.

 

     3.5 Advances. Lender shall make Advances of the Line of Credit to Borrower

upon satisfaction of the conditions precedent set forth in Sections 6 and 7

hereof.

 

     3.6 Repayment. Borrower, from time to time, may repay the Line of Credit in

whole or in part at any time, without penalty. Borrower shall repay to Lender,

from time to time, within ten days after receipt of notice from Lender, an

amount equal to any amount by which the outstanding principal balance of the

Line of Credit, from time to time, exceeds the limits set forth in Section 3.1

above.

 

                                      -6-

 

<PAGE>

 

 

     3.7 Termination. Unless renewed or extended by written notice from Lender

to Borrower, Borrower's right to Advances of the Line of Credit shall terminate

on April 30, 2006, and the entire outstanding principal balance, all accrued and

unpaid interest, and all other sums payable in connection with the Line of

Credit shall be due and payable on that date. The termination of the Line of

Credit shall not impair Lender's liens and security interests in the Collateral,

and those liens and security interests shall continue subject only to Approved

Liens.

 

     3.8 Permitted Uses. The proceeds from the Line of Credit shall be used and

shall only be used for the following purposes: (i) payment at the Closing Date

in full of Lender's loan no. 10000 to Hamilton Aerospace Technologies, Inc., a

Delaware corporation (and the parties agree Lender shall have no further

obligations to advance funds under such Loan), (ii) payment at the Closing Date

in full of all obligations of World Jet Corporation to Universal Lease & Finance

Corporation which loan(s) Borrower represents and warrants to be the sole

obligations of Borrower to such entity, and does/do not exceed $625,000.00,

(iii) training and retooling necessary to enable Hamilton Aerospace

Technologies, Inc., a Delaware corporation to work on Boeing 757 jets, which

amount Borrower represents and warrants does not need to exceed $400,000.00 to

accomplish its purpose and will not exceed such amount, and (iv) working capital

for Borrower.

 

SECTION 4.     GENERAL LOAN MATTERS

 

     4.1 Advances by Lender. Subject to the following sentence, Lender may make

Advances in payment of insurance premiums, taxes, assessments, liens or

encumbrances existing against property encumbered by the Security Documents,

interest accrued and payable upon any Loan, and any charges and expenses that

are the obligation of Borrower under this Agreement or any of the other Loan

Documents to the extent necessary to preserve the Collateral or to cure any

Event of Default. Lender shall have the right to act in accordance with the

preceding sentence (i) at any time after an Event of Default; (ii) at any time

before an Event of Default if Borrower has failed to make any necessary payment

in a timely manner; and (iii) at any time if Lender reasonably believes that

prompt action on Lender's part is necessary or appropriate to ensure payment of

the amount in question, protection of the Collateral or protection of any right

of Lender under the Loan Documents.

 

     4.2 Prior Performance. Although Lender shall have no obligation to make any

Advance unless and until all of the requirements and conditions precedent set

forth herein have been satisfied, Lender, at its sole discretion, may make

Advances prior to that time without waiving or releasing any of the requirements

or conditions precedent of this Agreement; Borrower shall continue to be

strictly obligated to perform, and shall be subject to, all such requirements

and conditions notwithstanding any such Advance, and Lender, at its sole

discretion, may discontinue any further Advances, at any time until all of the

requirements and conditions precedent have been strictly performed and

satisfied.

 

     4.3 Right to Advances. Borrower shall have no right to any Advance other

than to have the same disbursed by Lender in accordance with the disbursement

provisions contained in this Agreement. Any assignment or transfer, voluntary or

involuntary, of this Agreement or any right hereunder shall not be binding upon

 

                                      -7-

 

<PAGE>

 

 

or in any way affect Lender without its written consent; Lender may make

Advances under the provisions hereof, notwithstanding any such assignment or

transfer.

 

     4.4 Loan Account. Lender may maintain on its books a record of account in

which Lender may make entries for each Advance and such other debits and credits

as shall be appropriate in connection with each Loan. Lender may provide

Borrower with periodic statements of Borrower's account, which statements shall

be considered to be correct and conclusively binding on Borrower unless Borrower

notifies Lender to the contrary within thirty (30) days after Borrower's receipt

of any such statement which Borrower deems to be incorrect.

 

SECTION 5.     SECURITY; GUARANTEES, SUBORDINATIONS

 

     5.1 Collateral. Borrower shall cause the Indebtedness and Obligations to be

secured by a valid and effectual Security Agreement granting Lender a first and

prior security interest in all personal property in, to, or under which Borrower

now has or hereafter acquires any right, title or interest, whether present,

future, or contingent, subject only to the Approved Liens. Borrower shall cause

any UCC financing statements to be filed and/or recorded and any other actions

to be taken as required by Lender to fully perfect the liens and security

interests of Lender. Borrower acknowledges and agrees that the Security

Agreement executed by Hamilton Aerospace Technologies, Inc. in favor of Lender,

and dated as of the 16th day of December, 2004, by its terms does, and shall be

deemed to secure all Indebtedness and Obligations.

 

     5.2 Guarantees. Intentionally Omitted.

        

     5.3 Landlord Consents. Borrower shall obtain and provide Lender with a

Landlord Consent in form and content satisfactory to Lender in its sole

discretion from the owner of each Facility that is not owned by Borrower.

 

     5.4 Debt Subordination Agreements. Borrower shall obtain and provide Lender

from time to time upon request with Debt Subordination Agreements ("Debt

Subordination Agreements") in form and content acceptable to Lender in its sole

discretion from Guarantor and, if requested by Lender, from each Affiliate,

member or shareholder of Borrower, or other Borrower, that is or becomes a

creditor of Borrower. The Debt Subordination Agreements shall (i) subordinate

all debt to the Indebtedness and the Obligations, (ii) restrict payment of the

subordinated debt in a manner satisfactory to Lender in its sole discretion, and

(iii) upon the occurrence of an Event of Default, require the junior creditor to

standstill and accept no payments until all Indebtedness and Obligations are

paid and satisfied in full.

 

SECTION 6.     CONDITIONS PRECEDENT FOR CLOSING AND ADVANCES

 

      The obligation of Lender to make the Loans, and each and every Advance, is

subject to the following express conditions precedent, all of which shall have

been satisfied prior to or at the Closing.

 

     6.1 Documents Required. Borrower shall have executed (or obtained the

execution or issuing of) and delivered to Lender the following documents, all in

form reasonably satisfactory to Lender:

 

                                      -8-

 

<PAGE>

 

 

          (a) This Agreement;

 

          (b) The Line of Credit Note;

 

          (c)   The Security Documents;

 

          (d)   Such Landlord Consents as Lender shall require;

 

          (e)   The Debt Subordination Agreements; and

 

          (f)   All other Loan Documents required by Lender.

 

     6.2   Items Required. Borrower, at its expense, shall have obtained and

delivered to Lender the following items, or Lender shall otherwise have acquired

the same, all of which shall be in form and content satisfactory to Lender and

shall be subject to approval in writing by Lender:

 

          (a) Evidence in the form of updated financial statements that there

     has been no material adverse change in the financial condition of Borrower

     or Guarantor since the information provided to Lender upon which Lender's

     approval of the Loans was based.

 

          (b) Copies of all lease agreements for each place of business of

     Borrower or any other place where any of the Collateral is located for

     which Borrower has a written or an oral lease.

 

          (c) Policies of insurance providing comprehensive general liability

     insurance with personal liability and property damage liability coverages

     in amounts acceptable to Lender that shall be in effect with respect to

     Borrower and shall name Lender as an additional insured and loss payee.

 

          (d) Copies of all policies providing "all risks" property insurance

     against loss or damage to the Collateral issued by insurance companies

     approved by Lender in an amount not less than the full insurable value on a

     replacement-cost basis with standard, without contribution, mortgagee's

     loss payable endorsements in favor of Lender.

 

          (e) Evidence of worker's compensation insurance coverage reasonably

     satisfactory to Lender.

 

          (f) A copy of the organizational documents of Borrower and Guarantor

     and all amendments thereto, together with evidence of good standing in the

     state of incorporation and evidence of qualification to do business and

     good standing in the State of Arizona (if Arizona is not the state of

     incorporation), together with proper corporate resolutions and certificates

     and such other documents as Lender may reasonably require relating to the

     existence and good standing of each such entity and the authority of any

     person executing documents on behalf of such entity.

 

                                      -9-

 

<PAGE>

 

 

          (g) Evidence that all taxes and assessments levied against or

     affecting any Facility have been paid current.

 

          (h) A Certification and Reconciliation of Borrowing Base in the form

     attached as Schedule 6.2(h) dated and current as of the Closing Date, or,

     if none is attached, in form acceptable to Lender in its sole discretion.

 

     6.3 UCC Searches. Lender shall have obtained UCC and other searches under

the name of Borrower in such offices as Lender shall consider necessary, and the

results of those searches shall be satisfactory to Lender.

 

     6.4 First Lien. Lender shall have obtained a valid and continuing first

lien and security interest in all of the Collateral, free and clear of all

Prohibited Liens, subject only to Approved Liens.

 

     6.5 Payment of Loan Fee. Lender shall have obtained payment of the loan fee

referenced in Section 15 hereof.

        

     6.6 Representations and Warranties True. All representations and warranties

by Borrower shall remain true and correct and all agreements that Borrower is to

have performed or complied with by the date hereof shall have been performed or

complied with.

 

     6.7 No Default. No Event of Default exists, and no event has occurred and

no condition exists that, after notice or lapse of time, or both, would

constitute an Event of Default.

 

     6.8 Appraisal. Lender shall have completed at the Closing such appraisals

of the Collateral as Lender shall require and the results of the appraisal(s)

shall be satisfactory to Lender.

 

     6.9 Examination. An examination of such of the Collateral as Lender may

require shall have been performed by Lender, at Borrower's expense, prior to the

Closing Date and the results of that examination shall be acceptable to Lender.

 

     6.10 Opinions of Counsel. Borrower, at its expense, shall have provided

Lender with written opinions of counsel acceptable to Lender with respect to

such matters as Lender may require.

 

SECTION 7.     ADDITIONAL CONDITIONS PRECEDENT FOR FUTURE ADVANCES

 

     The obligation of Lender to make any additional Advances on the Line of

Credit shall be subject to the following additional conditions precedent, all of

which shall have been satisfied and remain satisfied at the time of each such

Advance:

 

     7.1 Prior Conditions. All of the conditions precedent provided in Section 6

hereof shall have been and shall continue to be satisfied.

 

     7.2 Items Required. Borrower, at its expense, shall have obtained and

delivered to Lender, in form and content reasonably satisfactory to Lender and

subject to approval in writing by Lender, evidence that there has been no

Material Adverse Effect in the financial condition of the Borrower since the

information provided to Lender upon which Lender's approval of the Loans was

based.

 

                                      -10-

 

<PAGE>

 

 

     7.3 Request for Advance. Lender shall have received a request for the

Advance from Borrower specifying the date and amount of the requested Advance.

Each Advance shall be conclusively deemed to be made at the request of and for

the benefit of Borrower (i) when credited to any deposit account of Borrower

maintained with Lender, or (ii) when advanced or made in accordance with the

instructions of Borrower. Lender, at its option, may set a cut off time, after

which all requests for Advances will be treated as having been requeste