Common use of Conditions Precedent to Advance Clause in Contracts

Conditions Precedent to Advance. The Loan (other than the initial advance of $1,000,000 and the Total Standby Commitment Amount) is subject to the satisfaction of the following conditions precedent (the “Conditions Precedent”) on or before June 1, 2013 which are for the sole benefit of the Lender and may be waived by it in its sole discretion: (a) amendment to the existing ground lease for the land underlying the 7P Plant (or reissuance of a revised lease) extending the term and the lawful uses and assignment of same to the Borrower, all on terms satisfactory to the Lender in its sole discretion; (b) perfection of all Security to the satisfaction of the Lender and its counsel; (c) receipt of all regulatory approvals and third party consents required in connection with the Transaction Documents; (d) execution and delivery of all Transaction Documents by the Borrower and Guarantor, as applicable in form and substance satisfactory to the Lender and its counsel; and (e) confirmation that (i) the representations and warranties of the Borrower contained herein are true and correct, (ii) no material adverse change has occurred with respect to the financial condition, business or operations of the Borrower and (iii) no Event of Default has occurred. For greater certainty, the Conditions Precedent do not apply to Lender’s subscription for Units pursuant to the Offering.