Master Loan Agreement between REFUsol GmbH Uracher Strae 91 D-72555 Metzingen hereinafter referred to as "Borrower" - and Bayerische Landesbank Brienner Strae 18 D-80333 Mnchen hereinafter referred to as Bank -

The Loan in euros may be utilized through the following individual cash transactions:

Insurance cover

The Borrower declares that it will maintain all usual covenants required for the protection of the Borrower's and its subsidiaries' business operation and namely both regarding the insured risk as well as also regarding the sum insured.

The Bank reserves the right to request further documents, especially in connection with the respective     individual transactions.

Sub-numbers, type of account and main account number must be stated:

the instruction issued must be confirmed by telephone regarding amount and recipient or intention of the instruction; if this confirmation is not received, no execution shall be done. The customer shall be informed by fax about this if the Bank knows the sender fax number. A further confirmation that the instruction has not been carried out is not given for reasons of discretion.

All persons falling under 2 are authorized to confirm by telephone.

The business relationship between the customer and the Bank is determined by the specific features of the banking business and a special relationship of mutual trust. The customer may rely upon the Bank to carry out his instructions with the diligence of a prudent businessman and to maintain banking secrecy.

These General Business Conditions apply to the business relationship and supplement any agreements made by individual contract. Supplemental and differing special conditions apply in addition or instead of the General Business Conditions to particular business sectors, e.g. the areas of payment transactions, the savings business and securities transactions; these are agreed with the customer when the contract is entered into (for example when an account is opened) or when instructions are issued.

Amendments to the General Business Conditions or the Special Conditions or the introduction of additional conditions shall be offered to the customer no later than two months before the proposed effective date in the form permitted by law.

The customer is deemed to have consented to the offer by the Bank unless the customer has notified its rejection before the proposed effective date of the amendments. BayernLB shall specifically draw the customer's attention to the effect of this provision in its offer. The Bank will then apply the amended version of the General Business Conditions or the amended Special Conditions or additionally introduced conditions respectively as the basis for the future business relationship.

If the customer is offered amendments to conditions governing payment services (e.g. payment transfer conditions), the customer is entitled to terminate the payment services master agreement affected by the amendment before the proposed effective date of the amendment without notice and at no cost. The Bank shall specifically draw the customer's attention to this right of termination in its offer.

The amendment procedure as defined in paragraphs 1 and 2 is not applicable if agreements to the contrary have been entered into. Sentence 1 does not apply to amendments to conditions governing payment services.

Banking information means general statements and comments concerning the financial situation of customers, their creditworthiness and solvency. Information as to the amounts of balances held in accounts, of savings deposits, of assets kept in safe custody or of other assets entrusted to the credit institution or of any credit utilized will not be disclosed.

The Bank may provide banking information on legal entities and merchants recorded in the Commercial Register provided that the inquiry relates to their business activities, unless an instruction to the contrary has been received from the customer. In any other case the Bank may only provide banking information if the customer has, in general or in the particular case, expressly agreed thereto. Banking information is only provided to the credit institutions own customers and to other credit institutions for their own purposes and those of their customers; such information is only provided if the person requesting it substantiates a credible legitimate interest in the information requested.

If banking information on creditworthiness and solvency is given verbally, the Bank reserves the right to promptly send a written confirmation, the contents of which shall prevail from that moment on.

Any powers of representation or disposition notified to the Bank shall be deemed valid until receipt by the Bank of a notice of their revocation or amendment in writing or, if agreed to within the framework of the business relationship by way of electronic communication, unless these circumstances are known to the Bank or are not known to it due to its own negligence. This also applies if such powers are recorded in a public register and an amendment has been published.

The customer shall bear any loss resulting from any defect occurring in the legal capacity of the customer's representative which without the fault of the Bank did not come to its knowledge.

Upon the death of the customer, the Bank may, for the purpose of clarifying legal entitlement, demand production of a certificate of inheritance, grant of probate or similar court certificates; documents in a foreign language must, if the Bank so requests, be presented together with a German translation. The Bank may waive presentation of a certificate of inheritance or grant of probate if an official or certified copy of the will or inter vivos inheritance contract with the record of the relevant probate proceedings is submitted.

Bayern LB is also entitled to regard any person designated as heir or executor in such documents as in paragraph 1, sentence 2, as the person entitled and, in particular, to allow such person to dispose of any assets and to make payment or delivery to him, by way of discharge in full. This shall not apply if the Bank is aware of the inaccuracy or invalidity of such documents or if the Bank has not become aware of this as a result of its negligence.

If foreign documents are submitted to the Bank as proof of identity of a person or proof of any entitlement, it shall check whether such documents are suitable as proof. It shall, however, only be liable for their suitability, validity and completeness and for their correct translation and interpretation in the event of negligence or if the document as a whole has been falsified. To the above extent, the Bank may regard the persons designated as entitled as being actually entitled and, in particular, permit them to dispose of any assets and may make payment or delivery to them, by way of discharge in full.

The place of performance for the Bank and the customer shall be the locality of the registered office of the Bank.

If the customer is a person carrying on a trade or business or a public authority or a state-funded corporation, the Bank may sue in its place of general jurisdiction and may only be sued in that jurisdiction.

The Bank maintains an account for processing regular business and payment transactions (Girokonto) as a current account within the meaning of Article 355 of the German Commercial Code/Handelsgesetzbuch (Konto in laufender Rechnung).

Unless otherwise agreed, the Bank issues statements of account at the end of each calendar quarter. Statements of accounts will also be issued at other dates if there is a legitimate interest of one of the parties to the agreement.

Any objections to statements of account must be made to the Bank in writing or, if agreed to within the framework of the business relationship, by way of electronic communication. Notwithstanding the obligation to raise objections to statements of account immediately [item 20, paragraph 1, letter (g)], such statements shall be deemed approved if objections thereto are not raised within six weeks after receipt of the statement of account. The Bank will draw the customer's attention to these consequences when the statement of account is issued. If any inaccuracy is subsequently discovered, both the customer and the Bank may demand rectification based on statutory claims.

Where credit entries are made without any binding authority having been given (e.g. due to a mistake or clerical error), the Bank may reverse them by simple entry (reversal entry) by the next statement of account, provided that the Bank has a claim for repayment against the customer.

The Bank may by means of a rectifying entry claim repayment under paragraph 1 even after having issued a statement of account if it has failed to ascertain the incorrect credit entry prior to such time. If the customer objects, the Bank will reverse the rectifying entry and reclaim by other means.

Reversal and rectifying entries shall be identified as such in the statement of account.

If the Bank credits the countervalue of checks, direct debits, or other items for collection prior to their payment, this is done subject to collection and receipt of their countervalue (credit "subject to collection"). This also applies if the checks, direct debits, or other items for collection are payable at the Bank itself. If checks or direct debits are not paid or if the Bank does not obtain the countervalue from an item for collection, the Bank will reverse the credit entry in accordance with clause 23 paragraph 2 of these General Business Conditions, even after any statement of account which may have been issued in the meantime.

Direct debit authorizations and debit advice mandates, checks and other items for collection shall only be effectively paid if the debit entry has not been reversed by the end of the second banking day¹ after it was made. They shall also be effectively paid if the Bank has previously expressly stated to third parties that it wishes to pay the items (e.g. by sending a payment advice). The payment rules in the separate conditions agreed for this purpose apply to direct debits using other collection procedures. Checks collected through the Bundesbank clearing office are effectively paid if they can no longer be returned in accordance with its Business Conditions. Uncrossed Checks are effectively paid once payment has been made to the presenter.

The customer may only set off his claims against the Bank to the extent that his claims are undisputed or have been ascertained by final judgment.

The Bank may determine against which of one or more matured claims any payments received which are insufficient to cover all of its claims are to be applied. This shall not apply where the customer has determined otherwise or where a different application is compulsorily prescribed by law.

The exclusive purpose of a foreign currency account is to effect the settlement of noncash payments to the customer or withdrawal orders by the customer in a foreign currency.

The obligation of the Bank to execute a disposal to the debit of a deposit in a foreign currency or to satisfy a liability in a foreign currency, is suspended until and to the extent the Bank is not able or has only limited ability to effect such a disposal in the currency in which the deposit or the liability is denominated, due to political measures or incidents in the country of such currency. Until and to the extent such measures or incidents persist, the Bank shall also not be obligated to effect the disposal at a place outside of the country of such currency, or in a different currency (also not in Euro) or by purchasing cash. The obligation to effect a disposal to the debit of deposit in a foreign currency, shall not be suspended if it can be carried out by the Bank entirely within its own organization. Notwithstanding any of the foregoing provisions the customer and the Bank shall retain the right to set-off matured reciprocal claims in the same currency.

Sums of money in a foreign currency may in the absence of express instructions to the contrary from the customer, be credited by the Bank in Euro if the Bank does not maintain an account for the customer in the relevant foreign currency.

The exchange rate for transactions in a foreign currency shall be determined in accordance with the list of Prices and Services (Preis- und Leistungsverzeichnis). The payment services master agreement applies additionally in the case of payment services.

In the absence of any agreement to the contrary, deposits are due without notice of termination (demand deposits). BayernLB shall pay interest on demand deposits at its standard rate for this type of deposit; this interest rate shall be placed on display. For the purposes of calculating the interest on deposits, each month shall be deemed to have 30 days.

The level of interest and charges applicable to standard loans and services in business transactions with consumers is specified in the Notice of Charges (Preisaushang) and supplemented by the List of Prices and Services (Preis- und Leistungsverzeichnis). If a consumer uses a loan or service listed there and has not agreed a different arrangement, the interest and charges specified at this time in the Notice of Charges (Preisaushang) or the List of Prices and Services (Preis- und Leistungsverzeichnis) shall apply.

The Bank may levy an appropriate charge in accordance with the statutory provisions for services that are not covered by an agreement or listed in the Notice of Charges (Preisaushang) or in the List of Prices and Services (Preis- und Leistungsverzeichnis), that are rendered on behalf of the customer or in what is believed to be the customer's interest and that, on the basis of the circumstances, can only be expected to be rendered for a fee.

No charge shall be levied for activities that the Bank is required by law to undertake or that it is required to undertake on the basis of a separate ancillary contractual obligation, or that it undertakes primarily in its own interests, unless permitted by law to do so and then charges shall be levied in accordance with the legal regulations.

Changes in interest rates for loans with a variable rate of interest shall be made on the basis of the relevant loan agreements with the customer. The Bank shall notify the customer of changes in interest rates. If interest rates are increased, the customer shall be entitled to terminate the business relationship concerned with immediate effect within six weeks of notification of the change, unless otherwise agreed. If the customer terminates the business relationship, the increased interest rates shall not be applied to the terminated loan agreement. Termination by the customer shall be deemed to be ineffective if the customer does not repay the amount owed within two weeks of the effective date of the termination.

The interest and charges applicable to consumer loan agreements shall be governed by the relevant contractual arrangements, supplemented by statutory provisions.

The charges applicable to payment services agreements with consumers shall be governed by the relevant contractual arrangements and special conditions. In the absence of separate regulations, paragraphs 1 and 4 and - in case of changes of any charges for payment service master agreements (e.g. current account agreement) - paragraph 6 shall apply.

BayernLB is entitled to invoice the customer for expenses which are incurred if BayernLB acts on its behalf or in its presumed interest (especially for long-distance calls, postal charges) or if securities are provided, administered, approved or realized (especially notaries' costs, storage charges, costs of guarding items as security).

The Bank shall be liable for any fault of its own and of those persons whose services it uses to perform its obligations towards the customer, save as otherwise provided for in the following paragraphs, Special Conditions or individual agreements. If the Bank

is liable and if the damage has not been caused by the Bank alone, whether through its fault or not, liability for damages shall be determined by the principles of contributory fault, section 254 of the German Civil Code (Bürgerliches Gesetzbuch).

The Bank may, in the absence of instructions to the contrary, pass on instructions in whole or in part to third parties for them to effect independently, where this appears necessary, taking into account the nature of the instruction and the interests of the Bank and the customer. In such cases, the obligations and liabilities of the Bank shall be limited to the transmission of the instruction, including care in selecting and instructing the third party.

The Bank shall not be liable for any losses caused by disturbance of its operations (e.g. bomb threat, bank raid), in particular as a consequence of force majeure (e.g. war and natural events) as well as in consequence of other events for which the Bank is not responsible (e.g. strike, lock-out, disruption of communications), or which may occur through the exercise of supreme executive power in Germany or abroad.

The Bank will carry out the customer's instructions in a business-like manner. The customer has special duties of co-operation and other duties of care, in particular, the following duties:

a) Notification of important information and changes

The customer must notify the Bank in writing or, if so agreed to within the framework of the business relationship, by electronic communication, immediately of all facts which are material to the business relationship, especially any changes in the name, address, civil status, capacity to dispose of property or to incur liabilities of the customer (e.g. marriage or similar engagement, change in matrimonial property status) or the persons authorized to sign on behalf of the customer (e.g. subsequent legal incapacity of a representative or attorney) as well as changes in the economic beneficiary or the powers of representation or disposition notified to the Bank (e.g. powers of attorney and commercial representation). This duty to notify shall also apply if such facts are recorded in a public register and if they are published. The names of the persons authorized to act on behalf of the customer or to dispose of property on behalf of the customer, together with a specimen of the personal signature of such persons, shall be notified to the Bank on the forms provided by the Bank. There may also be more far-reaching statutory notification requirements, in particular as a result of the German Money Laundering Act (Geldwäschegesetz).

b) Unambiguous information in orders and instructions

Orders and instructions of every kind must unequivocally permit identification of the substance of the transaction. Amendments and confirmations must be designated as such. When giving payment orders, the customer must, in particular, ensure that the account number and the sort code number or IBAN² and BIC³ are stated correctly, completely, unequivocally and legibly.

c) Care in transmission of particular orders

If orders or instructions are transmitted by telephone or other mechanical means, the customer must take care that no errors in transmission, misunderstandings, improper usage or mistakes occur.

d) Use of forms

For certain, transactions in particular, checks and direct debits, cash withdrawals and credit transfers, the forms permitted by the Bank are to be used.

e) Express notification of any special instructions

The customer shall transmit any special instructions relating to the execution of orders to the Bank separately; for orders given on a printed form, this must be done separately from the form. This applies, in particular, if payments are to be applied against certain amounts due to the Bank.

f) Notification of time limits and dates on which transactions are to be effected

In the same way as under e) above, the customer must expressly notify the Bank if instructions are to be carried out within certain time limits or on certain dates or if there is risk of extraordinary loss if instructions are not carried out properly, especially if not carried out within the time limit. Attention is drawn to the special duty to notify in the case of short presentation periods for checks under clause 24.

g) Complaints to be made immediately Objections to statements of account, direct debits, summaries of accounts, list of securities or other communications rendered by the Bank and also any objections as to the proper delivery of securities or other valuables by the Bank, must be raised immediately. If statements of account or lists of securities held on deposit are not received by the customer, the customer must notify the Bank immediately. This duty to notify also applies to non-receipt of other advices, receipt

of which must, or ought to have been, expected by the customer.

h) Checking of confirmations of the Bank

Where confirmations of the Bank are at variance from orders or instructions given by the customer, the customer must object immediately.

Any loss and damage arising from culpable neglect of the customer's duty to cooperate and other duties to exercise due care shall be borne by the customer. If the Bank has contributed to the occurrence of the loss through its culpable conduct, liability for damages shall be determined by the principles of contributory fault, § 254 the German Civil Code (Bürgerliches Gesetzbuch).

The customer hereby grants the Bank a lien on valuables of any kind which, in the course of banking business, may come into the possession or power of disposition of the Bank through acts of the customer or of third parties for account of the customer. Such valuables include all things and rights of any kind (by way of example: goods, foreign exchange, securities including interest, loan stock and dividend coupons, shares in a collective deposit, subscription rights, checks, bills of exchange, bills of lading, warehouse warrants, inland bills of lading). The lien also covers claims of the customer against the Bank (e.g. from credit balances). Claims of the customer against third parties shall be deemed to be assigned to the Bank if documents representing the claims, in the course of banking business, come within the power of disposition of the Bank.

If funds or other valuables come into the power of disposition of the Bank expressly designated for a particular purpose (e.g. cash deposit for payment of a check, bill of exchange or the execution of a certain credit funds}, then the lien of the Bank shall not extend to these valuables. Securities held in safe custody abroad are not, unless otherwise agreed, subject to the lien. The same applies to participation rights/certificates issued by the Bank itself and to claims of the customer arising from subordinated capital stock (e.g. subordinated bearer bonds).

The lien shall secure all existing and future claims, whether contingent or time limited, and all statutory claims, of the Bank against the customer which it may acquire in connection with the business relationship. Claims against customers under guarantees issued by them in favor of third parties shall only be secured from their maturity on.

The Bank shall be entitled to realize the valuables if the customer, notwithstanding demand with a reasonable grace period and warning of enforcement in accordance with § 1234 paragraph 1 German Civil Code (Bürgerliches Gesetzbuch), fails to meet his liabilities when they fall due. Where there are several security items the Bank has the right to choose between them. When selecting and realising security items, the Bank will, as far as possible, take account of the legitimate interests of the customer. The Bank shall be entitled to appropriate any proceeds of realisation which are insufficient to satisfy all its claims as it may in its reasonable discretion think fit. The Bank shall draw up the credit advices for proceeds of realisation in favour of the customer in such manner that they may be regarded as invoices within the meaning of the Turnover Tax Law.

The Bank may demand that the customer provides or increases security for his liabilities under borrowings if the risk situation undergoes a change due to circumstances occurring or becoming known subsequently, e.g. due to a deterioration or threatened deterioration in the financial position of the customer, any person jointly liable or any guarantor or in the value of the existing security.

In the case of consumer loan agreements, the Bank's right to require the customer to provide or increase security applies only if the security is specified in the loan agreement; if the net credit amount exceeds EUR 75,000 the Bank's right to require the customer to provide or increase security also applies even if the loan agreement does not contain any or any definitive details about security.

The Bank is obliged, upon request, to release such security items as the Bank may choose to the extent that the realizable value of all the security items not only temporarily exceeds the total amount of all claims of the Bank by more than 10 %. This covering limit, as stated in the immediately preceding sentence, will be increased by the then current value added tax rate, to the extent that such value added tax is imposed on the Bank, in case of realization of the security items.

Items for collection

Checks, bills of exchange, direct debits or other items for collection are taken by the Bank for collection (encashment) only, unless otherwise agreed.

23.2 Redebit

If the Bank has credited the amount of items for collection prior to receipt of that amount, it may redebit the amount in case of non-payment of the items, even if a statement of account has been issued in the meantime. The same applies

- if the countervalue is not received by the Bank or

- the free availability of the countervalue is restricted by law or by measures of government authorities or

- due to insurmountable obstacles the items cannot be presented or cannot be presented in time or

- collection is subject to disproportionate difficulties, which were not known at the time the items were taken for collection or

- a moratorium has been declared in the country in which the items are to be paid.

Under the same preconditions, the Bank may return items for collection even before their maturity.

Redebit is also permissible if the items cannot be returned. If the Bank is responsible for this, it shall bear the loss sustained by the customer resulting there from.

If checks payable at the place of the Bank are not deposited by latest the third business day, and checks payable at other banking places by latest the fourth business day prior to expiry of the period allowed for presentation (Article 29 of the German Checks Act - "Scheckgesetz") or, if deposited by mail, they are not received by the Bank within such time and before close of business, the customer must by separate advice draw attention to the expiry of the period allowed for presentation and the possible need to take urgent action.

By depositing checks and bills of exchange for collection, the customer transfers to the Bank by way of security ownership of the items in the event that item for collection is not paid and the Bank is entitled to claim against the customer as a result of anticipatory disposals by the customer with regard to the collection, until such claims are satisfied. On acquiring ownership by way of security, the underlying claims also pass to the Bank.

When other items are deposited for collection (e.g. direct debits, commercial paper), the claims underlying the items pass to the Bank under the terms of paragraph 1.

Termination of the business relationship

Both the customer and BayernLB may at any time, without observing any period of notice, terminate the business relationship as a whole or in respect of individual areas of business for which neither a term nor different termination conditions have been agreed. If the relationship is terminated by the Bank, it will take reasonable account of the legitimate interests of the customer, in particular, by not giving notice at an inopportune time.

The period of notice for termination of a payment services master agreement (e.g. a current account or card agreement) by the Bank is not less than two months.

a) if a significant deterioration occurs or threatens to occur in the financial condition of the customer or in the value of any collateral provided as security for a loan, in particular if the customer suspends payments or declares that he intends to suspend payments or if bills of exchange accepted by the customer are protested;

b) if the customer fails within an adequate period of time to comply with his obligation to provide or increase security (clause 22 paragraph 1) following a request by the Bank so to do;

c) if the customer has made incorrect statements regarding his financial circumstances;

d) if execution is levied against the customer;

e) if the financial circumstances of a person jointly liable or any unlimited partner have deteriorated significantly or are in considerable jeopardy and also in the case of the death of, or a change in, an unlimited partner.

If the good cause is a breach of a contractual obligation, termination is permitted only after fruitless expiry of a granted cure-period or fruitless reminder. This shall not apply if the customer definitely and utterly refuses performance, fails to render performance on a contractually fixed date or within a specified time-period, although timely performance has contractually been made a condition by the Bank for its continued interest in the performance, or if, considering the interest of both sides, immediate termination is justified by specific circumstances.

Where the German Civil Code (Bürgerliches Gesetzbuch) prescribes mandatory special rules for the termination of consumer loan agreements, the Bank is only entitled to terminate such loans in accordance with these rules.

Upon the termination of the business relationship as a whole or any individual, respect the amounts owing on the relevant accounts become immediately due. The customer is in addition obliged to release the Bank pro tanto from all liabilities assumed for or on behalf of the customer.

The Bank is entitled to give notice of termination of liabilities assumed for or on behalf of the customer and, effective as against the customer, to liquidate other liabilities, in particular those in foreign currency and it may immediately re-debit the customer's account for any bills and checks purchased; claims arising under the laws relating to bills of exchange and checks against the customer and any other person liable under the respective instrument for payment of the full amount of the bill and check together with associated claims shall, however, remain with the Bank until full settlement of any debit balance.

Even after termination of the business relationship as a whole or in any individual respect, the General Business Conditions shall continue to apply to the winding up thereof to the extent required to wind up the relationship.

BayernLB is a member of the protection system established by the German Financial Group of Savings Banks (Deutsche Sparkassen-Finanzgruppe). As a scheme guaranteeing the viability of institutions in accordance with the German Deposit Guarantee and Investor Compensation Act, this system protects the assets of the associated Banks and monitors the risk situation. BayernLB shall be entitled to provide to the protection system or any person acting on behalf of it all information and documents necessary for or in connection with the protection system.

(Footnotes)

¹ Banking days are all working days apart from Saturdays and 24 and 31 December.

² International Bank Account Number.

³ Bank Identifier Code.

Last revised: September 2010

All payments by the borrower (hereinafter always referred to as “borrower”) shall be made free from deductions of any kind and without any possibility of making a deposit or offsetting, unless the counterclaim is undisputed or recognized by declaratory judgment.

The timeliness requirement is fulfilled when the payments are received by the Bank without any objections on the due date.

a)    Several borrowers are liable as joint and several debtors.

b)    Several borrowers mutually authorize one another to receive and make declarations of any kind. Declarations by the Bank shall thus have an effect against all borrowers if they are made to one of them; likewise, the declarations by a borrower to the Bank shall be considered as declarations by all borrowers. This authorization shall not include declarations which terminate or significantly reorganize the contractual relationship or which create new and changed obligations.

If the borrower transfers its registered office abroad, it shall appoint a representative authorized to accept service resident in the Federal Republic of Germany beforehand. The Bank is authorized to appoint such a representative if the borrower fails to fulfill this obligation.

Judicial and extrajudicial costs (especially costs and expenses arising in connection with the disbursement of the loan

e.g. fees for telegraphic transmission, but not the Bank's own costs) arising now and in the future associated with the credit or loan (hereinafter always referred to as “loan”), taxes, other expenses that are caused through the improper fulfillment of the obligations assumed shall be borne by the borrower.

The Bank may fulfill the borrower's obligations to the Bank or to third parties which affect the loan relationship in the event of a delay for the borrower's account.

If a fixed interest rate is agreed, early repayment of the loan - apart from as far as possible as prescribed by law - is excluded.

Before the expiration of the agreed fixed interest rate, if this does not coincide with end of the term of maturity, the Bank shall submit a binding offer. If no agreement comes into existence by the expiration of the fixed interest rate, the loan shall be due for repayment on this date.

The Bank is entitled to terminate all or part of the credit or loan agreement, also guarantee loan, framework agreement or individual commitment (hereinafter referred to as “loan agreement”) with effect from the extinguishment of a claim still existing for disbursement and the immediate maturity of the repayment of disbursed amounts and release of issued

guarantees for cause, especially when

a)    the borrower finds itself in more than 14 days in default with a payment obligation owed under the loan agreement,

b)    the borrower, a joint and several debtor or guarantor fails to fulfill obligations to the Bank or a requirement in connection with the loan agreement, - especially the duty to provide information about the borrower's, the joint and several debtor's or the guarantor's economic circumstances,

c)     statements or assurances by the Borrower or in the submitted documents prove to contain inaccuracies,

d)     one of the agreed securities is not or remains provided in legally valid form, and no equivalent replacement security is provided,

e)     the Borrower uses the borrowed funds inappropriately,

f)     the Borrower sells significant assets or participating interests or carries out a relocation, sale, leasing, letting or shutdown of the operation of significant parts of the operation and in the Bank's opinion adversely affect the Bank's legitimate interests,

g)     in the Bank's reasonably considered opinion, the Bank's legitimate interests are adversely affected through a change in the borrower's legal form or the corporate purpose or the essential business activity or through a transfer of the borrower's registered office or through an assumption of the direct or indirect control over the borrower (shares and/or voting rights) through one or     several other legal persons.

h)     the borrower is insolvent or overindebted, or the borrower has applied for the opening of insolvency proceedings regarding its assets, or the court with jurisdiction has ordered safeguarding measures in accordance with Section 21 of the German Insolvency Code [InsO] or has opened the insolvency proceedings or rejected the opening due to a lack of assets, or the borrower commences negotiations with its creditors with the objective of a moratorium or suspends its payments,

i)     The borrower and/or subsidiaries find themselves more than 14 days in default with payment obligations to other banks, or if in the case of another loan taken out by the borrower and/or subsidiaries, a right of extraordinary termination exists for the lender.

If the cause consists of the breach of an obligation in connection with the loan agreement, termination is only permitted after the expiration of the period specified for remedying the breach to no avail or after a warning letter to no avail, unless the period and the warning letter is indispensable according to the law.

If several borrowers are involved, the Bank shall also be entitled to the right of termination if the requirements for the termination only exist in the personal identity of a borrower.

Termination for cause always requires that the Bank cannot reasonably be expected to continue the loan agreement after taking all circumstances of a particular case into account and after considering both parties' interests.

The right of termination shall continue to exist as long as the reason for termination exists in the event that it is not exercised.

The Borrower is obliged to reimburse the

Bank for any damage thereby occurring as well as any handling and valuation costs incurred as well as a commitment commission in the event of a termination by the Bank or the failure to accept the loan. This shall not affect the Bank's claims based on other legal grounds.

The borrower shall notify the Bank without delay of any changes of a legal or economic nature which are likely to significantly influence its structure, its assets or net earnings situation or the purpose of the loan. This shall especially apply in the following cases:

- Change of the purpose of the company,

- Change of the legal form, significant amendments to the articles of association, dissolution or merger, change in the identity of the owner or shareholder,

- Disposals of shareholders' interests,

- Transfer, sale, leasing, letting or shutdown of the operation or significant parts of the operation,

- Sale of significant participating interests,

- Conclusion, modification or cancellation of domination agreements, profit transfer agreements or other affiliation agreements,

- Change of the address.

a)     hould regulations of the loan agreement, these conditions or the GBC deviate from one another, the regulations of the loan agreement shall have priority over those of these conditions and the regulations of these conditions over those of the GBC.

b)     Changes and amendments to the loan agreements, these regulations or the GBC must be recorded in writing. This shall also apply to a waiver of this written form requirement clause.

c)     The bank's payments in connection with the loan agreement shall be VAT-exempt financial services.

Should one or several provisions of the loan agreement or these provisions or the GBC be invalid, the other provisions shall remain valid. The parties are obliged to replace any gaps that may arise through this by a valid regulation corresponding to the sense and purpose. This regulation shall apply accordingly if the Agreement already contains a gap from the outset.

Last revised January 1997

Bayerische Landesbank (hereinafter referred to as “Bank”) assumes guarantees, standby letters of credit and contracts of surety - hereinafter referred to as "guarantees" - on the following conditions on behalf of the customer (originating party):

The originating party's guarantee account shall be debited with the guarantee amount upon the sending / handing out of the guarantee request to the second bank. The Bank shall invoice guarantee commission as well as an appropriate fee for the issue of the guarantee to the originating party from this time up until the write-off.

The originating party undertakes to reimburse the Bank for all expenses (which also includes all of the commissions, fees and expenses invoiced by the second bank in indirect guarantees) which are incurred by it - including after the write-off of the guarantee as well as in connection with judicial or extrajudicial prosecutions in Germany and abroad in connection with the execution of the request. This shall also apply if the Bank avails itself of a right to deposit money for security.

The originating party is obliged to pay the amounts invoiced pursuant to items 2 and 3. The Bank is entitled to debit these due amounts to the debit account which is indicated in the guarantee request, unless a regulation derogating from this is reached.

The Bank shall notify the originating party without delay if it receives a payment request from the beneficiary / second bank.

The Bank is obliged to pay if it receives a payment request from the beneficiary / second bank in conformity with the conditions of the guarantee and before the expiration of the guarantee.

In the case of guarantees, back-to-back guarantees, standby letters of credit and first-demand guarantees, the Bank is obliged to pay immediately if the guarantee is utilized by the beneficiary /the second bank on first demand. The Bank may only take the objection of an abuse of the law regarding such a payment request into account, and may only do so if this is asserted promptly and is either obvious or clearly recognizable for everybody based on liquid evidence.

In the case of other guarantees, the Bank shall take defenses or objections into account - unless these were excluded in the guarantee deed, especially through a waiver of the defenses under Sec. 768 of the German Civil Code [BGB] - which the originating party may assert in relation to the contractual relationship with the beneficiary if the originating party clearly and indisputably demonstrates this to it by submitting corresponding documented evidence within a reasonable period after notification of the receipt of a payment request.

The Bank may avert the pursuit of court proceedings by depositing a sum of money if this is agreed in the guarantee.

The Bank shall write off direct guarantees which according to their content are not expressly subject to foreign law after the close of the expiration date if these guarantees unequivocally expire according to their wording e.g. on a particular calendar date or through the submission of documents provided for determining the expiration if no claim has been received by the Bank before its expiration. Should a claim still be brought against the Bank under the guarantee despite the write-off, it shall only make a payment if it has received a payment authorization or a decision enforceable in the country where it was taken from the originating party. In this case, the guarantee commission must be paid subsequently on behalf of the customer (originating party) up until the date of the payment.

In the case of all other direct and indirect guarantees, the Bank shall only write off the guarantee when the guarantee deed including all amendments have been received by it in discharge of its obligations or it has been unequivocally and unreservedly released from its liability in writing by the beneficiary/the second bank. This shall also apply if the guarantees have a time limit.

In the case of litigation guarantees, which are not returned to the Bank in discharge of its obligations by the beneficiary itself, the Bank shall only write of the guarantee amount if the beneficiary's consent to the exemption from liability or documented evidence of a legally-binding order pursuant to Section 109 (2) of the German Code of Civil Procedure

[ZPO] (order of the extinguishment of the guarantee) is furnished.

The originating party is responsible for the return of the guarantee deed as well as for arranging for the above-mentioned requirements for the write-off to be met.

If the requirements for a reduction of the amount of the Bank's guarantee obligation are unequivocally fulfilled in accordance with the conditions of a reduction clause of the guarantee or the Bank was unreservedly exempted from its liability in writing, it shall carry out corresponding partial write-offs on the guarantee account and take this into account in the calculation of the guarantee commission. In the case of indirect guarantees, this regulation shall apply when the Bank submits a partial exemption of the second bank.

If a claim is nonetheless brought against the Bank and it makes a payment compelled due to an authorization by the originating party or through a decision enforceable in the country where it was taken, the guarantee commission must be paid subsequently from the time of the reduction up until the date of the payment.

If the Bank has to receive documents or declarations in connection with the guarantee, it shall check these carefully with regard to whether these conform to the external form in accordance with the conditions of the guarantee and do not conflict with one another.

The Bank may also recognize declarations and documents as being in proper form if they were transmitted by teletransmission.

The Bank does not have any other inspection obligations, especially for authenticity and falsification, compliance with form, completeness and accuracy or legal validity of the deeds /documents/declarations and the general or special conditions contained in them or appended to them as well as for the correctness of submitted translations.

The originating party is obliged to deposit a monetary amount corresponding to the guarantee with the Bank at its request or provide it with bankable securities or exempt it from its liability arising as a result of the execution of the request.

Supplementally, the Bank's General Business Conditions, which are on display for inspection in the Bank's cash offices and will also be gladly handed out / delivered upon request, shall apply.

Upon request and on the customer's behalf, Bayerische Landesbank (Bank) assumes “first demand guarantees” or waives the rights pursuant to Sec. 768 BGB in guarantees. Such guarantees involve inherent risks for the Bank and the customers, which go beyond the normal risk of guarantees.

In principle, a guarantee is dependent on the existence and scope of the principal obligation from the underlying transaction. In the “first demand guarantee” however the beneficiary can also demand payment if there is disagreement about the existence and amount of the principal obligation. The principle applies: “pay first, then clarify!”

If the guarantee is utilized, the Bank informs the customer without delay in order to give it the opportunity to check the entitlement of the utilization promptly.

Pleas and objections arising out of the underlying transaction may in principle not be taken into account in a “first demand guarantee”.

A payment by the guarantor may only be refused in exceptional circumstances if the utilization by the beneficiary is an abuse of law, and if it is proved by the customer that this abuse of law is obvious.

This proof is hardly possible in practice, since only very limited evidence may be used for this. For this reason, the Bank is generally obliged to pay to the beneficiary when pleas or objections in the underlying relationship exist.

Such pleas and objections can only be clarified in a subsequent restitution process. The customer here bears the risk that the claims for restitution will no longer be able to be enforced after the completion of the process for economic reasons specific to the individual beneficiary.