Physical Condition. Except as set forth in the Physical Conditions Report, each Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components relating to such Property are in good condition, order and repair in all material respects. Except as set forth in the Physical Conditions Report, there exists no structural or other material defects or damages in any Property, whether latent or otherwise, and none of the Borrowers has received notice from any insurance company or bonding company of any defects or inadequacies in any Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.

Environmental Condition. Except as set forth on [Schedule 4.11], # to each Borrower’s knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, # to each Borrower’s knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site, # no Loan Party nor any of its Subsidiaries has received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, and # no Loan Party nor any of its Subsidiaries is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, with respect to each of subparts (a), (b) or (d), that individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the ​ and any other guarantor such information concerning the financial condition, business and operations of the ​ and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to it any information relating to the business, operations or financial condition of the ​ or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).

As a Condition Precedent, SIML will have 60 days from the signing of this agreement to meet the Conditions Precedent outlined in this document. The condition being the issuance of the Preferred Series A Stock to Richard Hylen.

Section # Condition Precedent to Closing. Notwithstanding anything to the contrary set

SECTION # Condition Precedent. The amendments contained herein shall only be effective upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Administrative Agent:

Conditions Precedent to Initial Loan. As a condition precedent to the availability of the Term Loan hereunder, the Lender must receive the following from the Borrower in form satisfactory to the Lender:

It shall be a condition precedent to the obligations of the Company to complete the

Conditions Precedent to All Loans and Letter of Credit Accommodations. Each of the following is a condition precedent to the making of any Loans and/or providing Letter of Credit Accommodations to Borrowers:

Conditions Precedent. This Agreement shall become effective upon receipt by the Administrative Agent of counterparts of this Agreement, properly executed by the Borrower, the Co- Borrower and each Lender.