Common use of Conditions Precedent Clause in Contracts

Conditions Precedent. (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.

Conditions Precedent. (a) 3.1 The obligations obligation of Seller under this Agreement the Lender to install and operate make the FacilityFirst Tranche is subject to fulfillment, on or prior to construct and install the Additional FacilitiesFirst Drawdown Date, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all each of the following conditions, unless otherwise waived by the Lender in writing: (ia) The Lease a copy of the certificate of incorporation, the memorandum and articles of association (or other constitutional documents), the register of directors and the register of members of the Borrower has been delivered to the Lender; (b) all corporate and other proceedings of the Company and the Borrower in connection with the transactions contemplated by this Agreement, the Share Charge, the Additional Share Charge and all documents incident thereto shall have been executed by each Party completed and such Lease shall be in effectdelivered to the Lender, including a copy of resolutions of the board of directors (or similar authorities) of the Borrower authorizing the execution of this Agreement, the Share Charge, the Additional Share Charge and the taking of all action required hereunder; (iic) Purchaser shall have procured, in form no Event of Default has occurred and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably requireis continuing; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viiid) the representations and warranties of Purchaser set forth contained in this Agreement shall be are true and correct when made and in all material aspects as of the date that all hereof and on the First Drawdown Date; (e) the Transaction Documents (other conditions precedent set forth in this Section 7 than the Additional Share Charge) to which the Borrower is a party shall have been satisfiedduly executed and delivered by the Borrower; (f) the share charge as contemplated in the Share Charge shall have taken effect in its entirety in accordance with applicable Laws, and all documents required to be delivered on the date of the Share Charge to the Lender pursuant to the terms thereof, shall have been delivered to the Lender; (g) the particulars of the Share Charge shall have been entered into the register of members of the Company, in accordance with its terms in a manner satisfactory to the Lender, and a certified true copy of such register of members of the Company as certified by its company secretary or registered officer provider shall have been delivered to the Lender; and (h) detailed Securities Purchase plans, relevant regulatory approval (if applicable) and letter of intent with potential seller (if any) shall have been delivered to the Lender. 3.2 The obligation of the Lender to make the Second Tranche is subject to fulfillment, on or prior to the Second Drawdown Date, of each of the following conditions, unless otherwise waived by the Lender in writing: (a) (subject to Section 6.7 (a)), the Additional Share Charge over ADSs purchased by using the Loan prior to the Second Drawdown Date shall have taken effect in its/their entirety in accordance with applicable Laws, and all documents required to be delivered on the date of such charge(s) to the Lender pursuant to the terms thereof, shall have been delivered to the Lender; (b) The obligations of Purchaser all ADSs purchased prior to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease Second Drawdown Date shall have been executed deposited into the Custody Account and all Ordinary Shares and ADSs purchased prior to the Second Drawdown Date shall have been charged in accordance with applicable Laws, the Share Charge or the Additional Share Charge (as applicable) and this Agreement and a certified true copy of such register of members of the Company in respect of the charge of such Supplemental Shares under the Share Charge as certified by each Party and such Lease its company secretary or registered officer provider shall be in effecthave been delivered to the Lender; (iic) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E no Event of Default has occurred and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably requireis continuing; (ivd) the representations and warranties of Seller set forth contained in this Agreement shall be are true and correct when made and as of in all material aspects on the date that all other conditions precedent set forth in this Section 7 have been satisfied, Second Drawdown Date; and (ve) Seller has given notice to Purchaser that the Facility is capable detailed Securities Purchase plans, relevant regulatory approval (if applicable) and letter of delivering Electric Power intent with potential seller (if any) shall have been delivered to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlLender.

Conditions Precedent. (a) The obligations effectiveness of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser Amendment shall be conditioned on subject to the occurrence prior or concurrent satisfaction of all each of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 5. (a) If different from the incumbency certificate delivered on the Closing Date, the Lender shall have been satisfiedreceived for each Borrower Party an incumbency certificate, dated the as of the Effective Date, of such Person authorized to act as its authorized representative hereunder. (b) The obligations of Purchaser to purchase Electric Power under this Agreement Lender shall be conditioned on the satisfaction of all have received each of the following conditionsdocuments listed below: (i) The Lease shall have been Counterparts of this Amendment and the Amendment to Servicing Agreement dated as of the Effective Date in the form attached hereto as Exhibit A and made a part hereof (the “Servicing Agreement Amendment”), each duly executed and delivered by an authorized representative of each Borrower Party and such Lease shall be in effectthe other parties thereto; (ii) The Parties Lender shall have entered into an amendment received legal opinions from counsel satisfactory to the Lender with respect to (A) the due organization and existence of each Borrower Party, (B) the due execution, authority, enforceability of this Amendment, the Servicing Agreement incorporating agreed substitutions for Exhibits C, D, E and FAmendment, and Schedule 2(cany other documents being delivered by any Borrower Party to the Lender, the (C) hereto.such other matters as the Lender or its counsel may reasonable require, all such opinions shall be in form, scope and substance satisfactory to the Lender and the Lender’s counsel in their sole discretion; and (iii) Seller Such other documents and certificates as the Lender shall reasonably require. (c) The Borrowers shall have procuredreceived a counterpart of this Amendment, in form duly executed by authorized representatives of the Lender, for itself and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require;the Lender. (ivd) The Lender shall have received all fees and expenses, if any, required to be paid by the Borrower on or before the Effective Date, including, without limitation, the legal fees and expenses of the Lender’s counsel. (e) All representations and warranties of Seller set forth contained herein or otherwise made by the Borrower Parties to the Lender in this Agreement connection herewith shall be true true, correct and correct when made and complete. (f) No Default or Event of Default under the Loan Documents nor any default hereunder shall have occurred as of the date that all Effective Date, other conditions precedent set forth in than the Existing Defaults, after giving full effect to this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlAmendment.

Conditions Precedent. This Amendment shall be effective upon the satisfaction by the Borrower of, or written waiver by the Credit Agent and the Lenders of, the following conditions and any other conditions set forth in this Amendment, by no later than 4:00 p.m. (Boston time) on the date of this Amendment, as such time and date may be extended in writing by the Credit Agent and the Lenders, in their sole discretion (with the date, if at all, by which such conditions have been satisfied or waived being referred to herein as, the “Effective Date”), failing which this Amendment and all related documents shall be null and void at the option of the Credit Agent and the Lenders: (a) The obligations of Seller under this Agreement Delivery by the Borrower to install the Credit Agent and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all each Lender of the following conditionsfollowing: (i) The Lease shall have been This Amendment, duly executed by the Borrower, the Credit Agent and each Party and such Lease shall be in effect;Lender. (ii) Purchaser shall have procuredSuch certificates of resolutions or other actions, incumbency certificates and/or other certificates of an authorized officer the Borrower as the Credit Agent may require evidencing (A) the authority of the Borrower to enter into this Amendment and any other documents to be executed and delivered in connection herewith, and (B) the identity, authority and capacity of each officer of the Borrower authorized to act on its behalf in connection with this Amendment and the other Loan Documents. (iii) A copy of the Operating Agreement of the Borrower, as amended and in effect as of the Effective Date certified by an appropriate officer thereof. (iv) An opinion of counsel to the Borrower in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require;the Credit Agent. (iiiv) Such other documents as the Credit Agent or any Lender reasonably may require, duly executed and delivered. (b) No Default or Event of Default shall have occurred and be continuing. (c) The Parties representations and warranties of the Borrower contained in this Agreement or in any document, instrument, or agreement delivered or to be delivered in connection with this Agreement (i) shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E been true and Fcorrect in all material respects on the date that such representations and warranties were made, and Schedule 2(c(ii) heretoshall be true and correct in all material respects on the Effective Date as if made on and as of such date. (d) In addition to all other expense payment and reimbursement obligations of the Borrower under the Loan Agreement and other Loan Documents, the Borrower will, promptly following their receipt of an appropriate invoice therefor, pay or reimburse the Credit Agent and each Lender for all of their respective reasonable out of pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses and disbursements) incurred in connection with the preparation of this Amendment and any other documents in connection herewith and the matters addressed in and contemplated by, this Amendment. (e) The Borrower shall have executed and delivered to (i) the Credit Agent, and Seller shall have received (ii) the full amount of the Site Preparation FeeLenders, if any; (iv) Purchaser and Sellerseparate Fee Letters, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser the Credit Agent and Sellerthe Lenders, as respectively, and the case may be, Credit Agent and the Lenders shall have received all governmental authorizations, exceptions, exemptions and permits needed payment in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction immediately available funds of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be amounts payable thereunder in effect; (ii) The Parties shall have entered into an amendment to connection with this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) heretoAmendment. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.

Conditions Precedent. (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser This Amendment shall be conditioned become effective on the occurrence of date when all of the following conditions, the fulfillment of each of which is a condition precedent to the effectiveness of this Amendment, shall have occurred: (iA) CIT shall have received a fully executed counterpart or original of this Amendment and the Term Note, together with a First Amendment to the Factoring Agreement, in substantially the form annexed hereto as Exhibit B, and a letter agreement executed in favor of CIT by each of the Guarantors, by the Parent, as pledgor under the Stock Pledge Agreement, and by the Trademark Affiliate, as party to the Trademark Agreement, in substantially the form annexed hereto as Exhibit C. (B) CIT shall have received a Certificate of the Secretary of the Borrower relating to the adoption of the resolutions of the Board of Directors of the Borrower, approving this Amendment, and a Solvency Certificate from the chief financial officer of the Parent and the Borrower; (C) Upon the effectiveness of this Amendment, all representations and warranties set forth in the Credit Agreement (except for such inducing representations and warranties that were only required to be true and correct as of a prior date) shall be true and correct in all material respects on and as of the effective date hereof, and no Event of Default shall have occurred and be continuing; (D) No event or development shall have occurred since the date of delivery to CIT of the most recent financial statements of the Parent and its Subsidiaries which event or development has had or is reasonably likely to have a Material Adverse Effect; (E) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance to CIT and its counsel; (F) CIT shall have received payment for its own account of a closing fee in the amount of $250,000, which shall be payable in cash and which, when paid, shall be deemed to be fully earned and non-refundable; (G) The Lease Redemption shall have been consummated in accordance with the terms of the agreement described in the definition of such term, all of the conditions precedent to its effectiveness shall have occurred, and CIT and its counsel shall have received and reviewed to their satisfaction true and correct copies all of material documents and agreements executed by each Party and such Lease shall be or delivered in effectconnection with the Redemption; (iiH) Purchaser CIT shall have procuredreceived and reviewed to its satisfaction an appraisal of the trademarks and other intellectual property of the Trademark Affiliate; and (I) CIT shall have received a legal opinion from the firm of Parker Chapin Flattau & Klimpl, LLP, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and Fsatisfactor▇ ▇▇ ▇▇▇ ▇▇▇ its counsel, and Schedule 2(c) heretosuch further agreements, consents, instruments and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, documents as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient proper in the reasonable opinion of CIT and its counsel to conduct with respect to carry out the Purchaser, the Site provisions and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties purposes of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedAmendment. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.

Conditions Precedent. (a) The Notwithstanding the Execution Date, the obligations of Seller the Parties to perform this Agreement, other than the Parties respective obligations under this Agreement to install Section 2.2 and operate the FacilityArticles 11, to construct 14, 15, 16, 17, 18 and install the Additional Facilities19 are conditioned upon and, if anyunless otherwise waived in writing by both Parties, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions:not become effective or binding until; (i) The Lease shall have been executed Receipt by each Party Seller of those Governmental Authorizations necessary for the construction and operation of the Facility as set forth on Attachment A (such Lease shall Attachment A will be subject to updating based on the agreed Facility Design) in effectform and substance reasonably satisfactory to Seller; (ii) Purchaser Seller shall have procuredprocured all material rights-of-way, easements, or other property or contract rights, including technology licensing agreements, necessary for the construction and operation of the Facility and in form and substance reasonably satisfactory to Seller, excluding such rights-of-way, easement, or other property or contract rights that Seller determines will be procured during construction; (iii) Achievement of Financial Closing with respect to all Financing necessary for Seller to proceed with the construction of the Facility; and (iv) Seller shall have entered into engineering, procurement, and construction agreements for the construction of the Facility, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require;. (iiib) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits CFrom and after the date on which the Facility Design is established, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount use commercially reasonable efforts to satisfy all of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied2.2(a) (collectively, the “Conditions Precedent”) on or before December 31, 2021 (as may be extended hereunder, the “CP Deadline”); provided, however, that the CP Deadline may be extended upon the mutual agreement of the Parties. Seller shall provide to Buyer any reasonably requested documentation necessary for Buyer to verify the fulfillment of the Conditions Precedent. (bc) The obligations Seller shall provide Buyer with updates on a monthly basis regarding the status of Purchaser the Conditions Precedent. Once the Conditions Precedent are fully achieved, Seller shall provide Buyer with prompt notice of their satisfaction. (d) In the event that all of the Conditions Precedent have not been satisfied or waived on or before the CP Deadline, then for so long as such conditions shall remain unsatisfied either Party shall be permitted to purchase Electric Power under terminate this Agreement by furnishing the other Party with written notice of termination in accordance with ☒Section 19.6 specifying a date of termination of this Agreement; provided, however, that (i) the right to so terminate this Agreement shall be conditioned on the satisfaction of expire if all of the following conditions: (i) The Lease shall have been executed by each Party Conditions Precedent are satisfied or waived and such Lease shall be in effect; (ii) The any notice of such termination previously issued shall be automatically deemed withdrawn and of no force or effect, if all of the Conditions Precedent are satisfied or waived prior to the termination date specified in such notice of termination. In the event of a termination pursuant to this Section 2.2, this Agreement shall forthwith become null and void and of no further force or effect, and the Parties shall have entered into an amendment be released and discharged from any and all obligations arising or accruing hereunder (other than the obligations relating to this Agreement incorporating agreed substitutions for Exhibits C, D, E confidentiality pursuant to Section 19.10 hereof and F, those arising under Section 2.2(e)) and Schedule 2(c) heretoshall not incur any liability to each other as a result of such termination. (iiie) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control[**].

Conditions Precedent. 2.1 Conditions Precedent to Effectiveness of this Agreement. Each of the ------------------------------------------------------- following is a condition precedent to the effectiveness of the other terms and provisions contained in this Agreement: (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease Agent shall have been received an original of this Agreement, duly authorized, executed and delivered by each Party Borrower and such Lease shall be in effectLender (including all schedules and exhibits hereto); (iib) Purchaser Agent shall have procuredreceived consents to the assignment of the interests of Congress to Lender and all necessary amendments to its existing participation arrangements, in form and substance reasonably satisfactory to SellerAgent, to reflect and consent to the terms hereof, duly authorized, executed and delivered by such property damage and liability insurance coverage as Seller may reasonably requireexisting participants; (iiic) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Agent shall have received a Borrowing Base Certificate setting forth the full amount Loans available to Borrower and other matters as provided for therein as of the Site Preparation Feedate hereof as completed in a manner satisfactory to Agent and duly authorized, if anyexecuted and delivered on behalf of Borrower; (ivd) Purchaser all requisite corporate action and Sellerproceedings in connection with this Agreement and the other Financing Agreements shall be satisfactory in form and substance to Agent, as the case may be, and Agent shall have received all information and copies of all documents, including, without limitation, records of requisite corporation action and proceedings which Agent may have requested in connection therewith, such documents where requested by Agent or its counsel to be certified by appropriate corporate officers or governmental authorizationsauthorities; (e) no material adverse change shall have occurred in the assets, exceptionsbusiness or prospects of Borrower since the date of the financial statements of Borrower dated December 31, exemptions 1995 furnished by Borrower to Agent and permits needed in SellerLender and Agent's sole judgment for Seller latest field examination and no change or event shall have occurred which would impair the ability of Borrower to constructperform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Lender or Agent to enforce the Obligations or realize upon the Collateral; (f) Agent shall have received, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable satisfactory to Seller Agent, all consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary or desirable in Sellerorder to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements, including, without limitation, acknowledgments by lessors, mortgagees and warehousemen of Agent's sole discretionsecurity interests in the Collateral, waivers by such persons of any security interests, liens or other claims by such persons to the Collateral and agreements permitting Agent access to, and the right to remain on, the premises to exercise its rights and remedies and otherwise deal with the Collateral; (vg) Purchaser and Seller, as the case may be, Agent shall have received true, correct and complete copies of the Management Stockholders Agreement, the Unwind Agreements and all governmental authorizationsagreements, exceptionsdocuments and instruments executed and/or delivered in connection therewith, exemptions duly authorized, executed and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretiondelivered by the parties thereto; (vih) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, Agent shall have been contracted for or provided received evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements, in form and substance satisfactory to SellerAgent, and certificates of insurance policies and/or endorsements naming Agent as loss payee, all at Borrower's reasonable satisfactioncost and expense; (viii) Seller Agent shall be satisfied with the results have received, in form and substance satisfactory to Agent, such opinion letters of such due diligence inquiries as it deems necessary or convenient counsel to conduct Borrower with respect to the Purchaser, the Site Financing Agreements and any such other matters that Seller reasonably deems appropriate; andas Agent may request; (viiij) the other Financing Agreements and all instruments and documents hereunder and thereunder shall have been duly executed and delivered to Agent, in form and substance satisfactory to Agent; (k) all representations and warranties of Purchaser set forth contained herein and in this Agreement the other Financing Agreements shall be true and correct when made and as of the date that in all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, material respects; and (vl) Seller has given no Event of Default shall have occurred and no event shall have occurred or condition be existing which, with notice to Purchaser that the Facility is capable or passage of delivering Electric Power to the Point time or both, would constitute an Event of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlDefault.

Conditions Precedent. The Borrower, the Guarantors and the Banks acknowledge that this Second Amendment shall not be effective until each of the following conditions precedent has been satisfied (such date is referred to herein as the “Effective Date”): (a) The obligations of Seller under this Agreement to install and operate Borrower, the Facility, to construct and install the Additional Facilities, if anyGuarantors, and the Required Banks shall have executed this Second Amendment; (b) The Borrower shall have delivered to sell Electric Power the Administrative Agent and the Required Banks a final draft of all documents associated with the 2004 Permitted Merger and shall have delivered to Purchaser the Administrative Agent such information with respect to such merger as the Administrative Agent shall be conditioned on have reasonably requested; (c) Neither the occurrence execution and delivery of this Second Amendment or the documents associated with the 2004 Permitted Merger by the Borrower or Koppers Merger Sub nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of the Borrower or Koppers Merger Sub or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower or Koppers Merger Sub or any of their Subsidiaries is a party to or by which either the Borrower or Koppers Merger Sub or any of their Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower or Koppers Merger Sub or any of their Subsidiaries (other than Liens granted under the Loan Documents) and the Borrower shall have delivered to the Administrative Agent a closing certificate certifying to all of the following conditions:foregoing; (d) No Material Adverse Change shall have occurred with respect to the Borrower or any of the Guarantors; (e) The Borrower and the Guarantors shall have obtained all approvals and consents necessary to consummate the transactions contemplated by this Second Amendment; (f) The Borrower shall have delivered to the Administrative Agent an opinion or opinions of Borrower’s counsel which shall opine as to (i) The Lease shall have been executed by each Party the due authorization, execution and such Lease shall be in effect; delivery, and enforceability of this Second Amendment, (ii) Purchaser the validity and legality regarding the consummation of the 2004 Permitted Merger and such matters incident to such transactions, and (iii) such other matters as reasonably requested by the Administrative Agent, which opinion shall have procured, be in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably requirethe Administrative Agent; (iiig) The Parties Borrower shall have entered into paid to the Administrative Agent, for the benefit of the Administrative Agent and each of the Banks executing this Second Amendment, an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received fee in the full amount of the Site Preparation Fee25 basis points of such Bank’s Commitment, if anyone half of which will be earned by each approving Bank upon credit approval and one half of which will be earned upon execution by such Bank; (ivh) Purchaser and Seller, as the case may be, The Borrower shall have received paid to the Administrative Agent and its counsel all governmental authorizations, exceptions, exemptions reasonable fees and permits needed in Seller's sole judgment expenses for Seller to construct, install which the Administrative Agent and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services such counsel are entitled to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfactionreimbursed; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed All legal details and proceedings in connection with the transactions contemplated by each Party this Second Amendment and such Lease all other Loan Documents to be delivered to the Banks shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlAdministrative Agent.

Conditions Precedent. The obligations of each of the parties hereto to participate in the transactions contemplated by this Agreement on the Closing Date are subject to the fulfillment, prior to or on the Closing Date, of the following conditions precedent; provided, however, that it shall not be a condition precedent to the obligations of any party hereto that any document be produced or action taken that is to be produced or taken by such party or any Person within such party's control; and provided, further, that only the conditions set forth in clauses (a) The obligations and (v) of Seller under this Agreement Section 3 shall be conditions precedent to install the actions of Original Loan Participant: (a) Pass Through Trustee shall have received, concurrently with the payment to Indenture Trustee by Pass Through Trustee of an amount equal to the aggregate Original Issue Price thereof, the Equipment Notes as required by Section 1(a)(iii), and operate the FacilityIndenture Trustee shall have received any other amounts, to construct and install the Additional Facilitiesincluding Break Amount, if any, and required to sell Electric Power to Purchaser shall be conditioned paid in connection with the refinancing of the Original Certificate on the occurrence Closing Date and the Indenture Trustee shall have effected a wire transfer of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect amounts payable to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and Original Loan Participant as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedprovided herein. (b) The obligations Equipment Notes shall have been issued and authenticated in accordance with the Indenture, and there shall have been transferred to Indenture Trustee in immediately available funds the amounts referred to above in Section 1(a)(iii)-(iv). (c) Owner Trustee and Indenture Trustee shall have executed and delivered the First Amendment to Trust Indenture and Security Agreement in substantially the form of Purchaser Exhibit B hereto (the "First Amendment to purchase Electric Power under this Trust Indenture") which shall have been duly filed for recording with the FAA. (d) Lessee and Owner Trustee shall have executed and delivered an amendment to the Original Lease in substantially the form of Exhibit C hereto (the "First Amendment to Lease Agreement") which shall have been duly filed for recording with the FAA. (e) Each of Lessee, Owner Participant, Owner Trustee, Pass Through Trustee and Indenture Trustee shall have executed and delivered an amendment to the Original Participation Agreement in substantially the form of Exhibit D hereto (the "First Amendment to Participation Agreement"). (g) Each of Indenture Trustee, Owner Trustee, Pass Through Trustee and Owner Participant shall have received the following documents (each of which shall be conditioned on reasonably satisfactory in form and substance to each of them): (i) revised Exhibits B-1, ▇-▇ ▇▇▇ C to the satisfaction Lease, as provided for in the First Amendment to Lease Agreement; and (ii) revised Schedule I to the Participation Agreement, as provided for in the First Amendment to Participation Agreement. (h) Each of all Indenture Trustee, Owner Trustee, Pass Through Trustee and Owner Participant shall have received a certificate signed by a Responsible Company Officer (as defined in the Indenture) of Lessee, dated the following conditionsClosing Date, certifying that: (i) The Lease the representations and warranties contained herein of Lessee are correct as though made on and as of the Closing Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall be certified to have been executed by each Party correct on and as of such Lease shall be in effectearlier date); (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E no event has occurred and F, and Schedule 2(c) hereto.is continuing which constitutes a Lease Event of Default or a Lease Default; and (iii) Seller no Event of Loss (or event which with the passage of time or the giving of notice, or both, would constitute an Event of Loss) has occurred with respect to the Airframe or any Engine. (i) Each of Indenture Trustee, Owner Participant, Pass Through Trustee and Lessee shall have procuredreceived a certificate signed by a Responsible Officer (as defined in the Indenture) of Owner Trustee, dated the Closing Date, certifying that the representations and warranties (j) Each of Indenture Trustee, Owner Trustee, Pass Through Trustee and Lessee shall have received a certificate signed by a Responsible Company Officer (as defined in form the Indenture) of Owner Participant, dated the Closing Date, certifying that the representations and substance reasonably satisfactory warranties contained herein of Owner Participant are correct as though made on and as of the Closing Date, except to Purchaserthe extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall be certified to have been correct on and as of such earlier date). (k) Each of Pass Through Trustee, Owner Trustee, Owner Participant and Lessee shall have received a certificate signed by a Responsible Officer (as defined in the Indenture) of Indenture Trustee, dated the Closing Date, certifying that the representations and warranties contained herein of Indenture Trustee are correct as though made on and as of the Closing Date, except to the extent that such property damage representations and liability insurance coverage warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as Purchaser of such earlier date). (l) Each of Indenture Trustee, Owner Trustee, Owner Participant and Lessee shall have received a certificate signed by an authorized officer of Pass Through Trustee, dated the Closing Date, certifying that the representations and warranties contained herein of Pass Through Trustee are correct as though made on and as of the Closing Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date). (m) Each of Pass Through Trustee, Indenture Trustee, Owner Trustee and Owner Participant shall have received the following: (i) an incumbency certificate of Lessee as to the person or persons authorized to execute and deliver this Agreement, the First Amendment to Participation Agreement, the First Amendment to Lease Agreement, and any other documents to be executed on behalf of Lessee in connection with the transactions contemplated hereby and specimen signatures of such person or persons; (ii) a copy of the resolutions of the board of directors of Lessee or the executive committee thereof, certified by the Secretary or an Assistant Secretary of Lessee, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of Lessee in connection with the transactions contemplated hereby; and (iii) such other documents and evidence with respect to the other parties hereto as it may reasonably requirerequest in order to establish the due consummation of the transactions contemplated by this Agreement, any other Operative Agreements (as defined in the Lease), the Underwriting Agreement (as defined below) and the Pass (n) Each of Pass Through Trustee, Indenture Trustee, Owner Trustee and Owner Participant shall have received a certificate signed by a Responsible Company Officer (as defined in the Indenture) of Lessee, dated the Closing Date, certifying that: (i) the Aircraft has been duly certificated by the FAA as to type and airworthiness in accordance with the terms of the Original Lease; (ii) Owner Trustee's FAA Bill ▇▇ Sale, the Original Lease, the Original Trust Agreement and the Original Indenture have been duly recorded with the FAA pursuant to the Act (as defined in the Lease); (iii) the Aircraft has been registered with the FAA in the name of Owner Trustee and Lessee has authority to operate the Aircraft; and (iv) the representations First Amendment to Lease and warranties the First Amendment to Trust Indenture have been duly filed for recording with the FAA. (o) Each of Seller set forth Indenture Trustee, Owner Trustee, Pass Through Trustee and Owner Participant shall have received opinions addressed to them from Debo▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇sociate General Counsel of Lessee, substantially to the same effect as the opinions delivered by her, on the Delivery Date pursuant to Section 4(a)(xi) of the Original Participation Agreement (but reflecting the documents delivered on the Closing Date). (p) Each of Indenture Trustee, Owner Trustee, Pass Through Trustee, Owner Participant and Lessee shall have received an opinion addressed to them from Ship▇▇▇ & ▇ood▇▇▇, ▇▇ecial counsel for Owner Trustee, substantially to the same effect as the opinion delivered by it on the Delivery Date pursuant to Section 4(a)(xiii) of the Original Participation Agreement (but reflecting the documents delivered on the Closing Date). (q) Each of Indenture Trustee, Owner Trustee, Pass Through Trustee, Owner Participant and Lessee shall have received an opinion addressed to them from Potter Ande▇▇▇▇ & ▇orr▇▇▇, ▇▇ecial counsel for Pass Through Trustee and Indenture Trustee, substantially to the same effect (but with respect also to Pass Through Trustee, the Pass Through Trust Agreement and the other documents delivered on the Closing Date) as the opinion delivered by it on the Delivery Date pursuant to Section 4(a)(xvi) of the Original Participation Agreement. (r) Each of Indenture Trustee, Owner Trustee, Pass Through Trustee, Owner Participant and Lessee shall have received opinions addressed to them from Morg▇▇, ▇▇▇▇▇ & ▇ockius, special counsel for Owner Participant, and in-house or other corporate counsel to Owner Participant, substantially to the same effect as the opinions delivered on the Delivery Date pursuant to Section 4(a)(xiv) of the Original Participation Agreement (but reflecting the documents delivered on the Closing Date). (t) Each of Indenture Trustee, Owner Trustee, Pass Through Trustee and Owner Participant shall have received an independent insurance broker's report, and certificates of insurance, dated the Closing Date, substantially in this the form of the report and certificates delivered pursuant to Section 4(a)(xxi) of the Original Participation Agreement on the Delivery Date, as to the due compliance with the terms of Section 11 of the Lease relating to the insurance with respect to the Aircraft and with any other agreements of Lessee with respect to such insurance, and references in such report and certificates to (x) the "Indenture", the "Participation Agreement", and the "Lease" shall be true to such documents as amended by the First Amendment to Trust Indenture, the First Amendment to Participation Agreement and correct when made the First Amendment to Lease Agreement and (y) "Additional Insureds" shall be to such term as of utilized in the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlLease.

Conditions Precedent. (a) The Conditions Precedent to the Participations in the Aircraft. It is agreed that the obligations of Seller under this Agreement the Owner Trustee, the Owner Participant, the Indenture Trustee, the Subordination Agent and the Pass Through Trustee on behalf of each Pass Through Trust to install and operate participate in the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned transactions contemplated hereby on the occurrence Delivery Date are subject to the fulfillment to the satisfaction of all each party (or waiver by such party), prior to or on the Delivery Date of the following conditionsconditions precedent, except that paragraphs (iii) and (v)(5), (xxi), (xxii) and (xxiii) shall not be a condition precedent to the obligations of the Pass Through Trustee, and paragraphs (iv), (vii) (insofar as it relates certificates and documents to be delivered by the Owner Participant) and (xiv) shall not be a condition precedent to the obligation of the Owner Participant and paragraph (xxv) shall not be a condition precedent to the obligations of the Subordination Agent: (i) At least three (3) Business Days prior to the Delivery Date, each of the parties hereto shall have received the Delivery Notice pursuant to Section 2(c). (ii) On the Delivery Date, no change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines or interpretations thereof by appropriate regulatory authorities which would make it a violation of law or regulations or guidelines for the Pass Through Trustee or the Owner Participant to make its Commitment available in accordance with Section 2. (iii) In the case of the Owner Participant, the Pass Through Trustees shall have made available the amount of their Commitments for the Aircraft in accordance with Section 2. (iv) In the case of the Pass Through Trustees, the Owner Participant shall have made available the amount of its Commitment for the Aircraft in accordance with Section 2. (v) The following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto, shall each be satisfactory in form and substance to the Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent and shall be in full force and effect and executed counterparts shall have been delivered to the Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent, or their respective counsel, provided that only the Subordination Agent on behalf of each Pass Through Trustee shall receive an executed original of such Pass Through Trustee's respective Equipment Note and provided, further, that an excerpted copy of the Purchase Agreement shall only be delivered to and retained by the Owner Trustee (but the Indenture Trustee shall also retain an excerpted copy of the Purchase Agreement which may be inspected by the Owner Participant and its counsel prior to the Delivery Date and subsequent to the Delivery Date may be inspected and reviewed by the Indenture Trustee if and only if there shall occur and be continuing an Indenture Event of Default), the chattel paper counterpart of the Lease and the Lease Supplement covering the Aircraft dated the Delivery Date shall be delivered to the Indenture Trustee, the Tax Indemnity Agreement need only be satisfactory to the Owner Participant and Lessee and shall only be delivered to Lessee and the Owner Participant and their respective counsel: (1) an excerpted copy of the Purchase Agreement (insofar as it relates to the Aircraft); (2) the Purchase Agreement Assignment; (3) the Lease; (4) a Lease Supplement covering the Aircraft dated the Delivery Date; (5) the Tax Indemnity Agreement; (6) the Trust Agreement; (7) a Trust Indenture and Trust Supplement covering the Aircraft dated the Delivery Date; (8) the ▇▇▇▇ of Sale; (9) the FAA ▇▇▇▇ of Sale; (10) an acceptance certificate covering the Aircraft in the form agreed to by the Owner Participant and Lessee (herein called the "Acceptance Certificate") duly completed and executed by the Owner Trustee or its agent, which may be a representative of Lessee, and by such representative on behalf of Lessee; (11) the Trust Indenture; (12) the Equipment Notes; (13) the Consent and Agreement; and (14) the French Law Pledge Agreement. In addition, the Pass Through Trustee and the Owner Participant each shall have received executed counterparts or conformed copies of the following documents: (1) each of the Pass Through Trust Agreements; (2) the Intercreditor Agreement; (3) the Liquidity Facility for each of the Class G and Class C Pass Through Trusts; and (4) the Policy Provider Agreement and the Policy for the Class G Pass Through Trust. (vi) A Uniform Commercial Code financing statement or statements covering all the security interests created by or pursuant to the Granting Clause of the Trust Indenture that are not covered by the recording system established by the Transportation Code shall have been executed and delivered by each Party the Owner Trustee, and arrangements satisfactory to the Owner Participant and the Indenture Trustee shall have been made for the filing of such Lease financing statement or statements in all places necessary or advisable, and any additional Uniform Commercial Code financing statements deemed advisable by the Owner Participant or the Pass Through Trustee shall be in effect;have been executed and delivered by Lessee or the Owner Trustee and arrangements satisfactory to the Owner Participant and the Indenture Trustee shall have been made for the filing of such financing statements. (iivii) Purchaser The Owner Trustee, the Owner Participant, the Indenture Trustee, Pass Through Trustee and the Subordination Agent shall have procuredreceived the following, in each case in form and substance reasonably satisfactory to Seller, it (except it shall not be a condition to the obligation of any such property damage party that it receive a certificate or other document required to be delivered by it): (1) an incumbency certificate of Lessee as to the person or persons authorized to execute and liability insurance coverage as Seller may reasonably requiredeliver the Operative Documents to which the Lessee is a party and any other documents to be executed on behalf of Lessee in connection with the transactions contemplated hereby and the signatures of such person or persons; (iii2) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount a copy of the Site Preparation Feeresolutions of the board of directors of Lessee or Lessee's executive committee, if any; (iv) Purchaser certified by the Secretary or an Assistant Secretary of Lessee, duly authorizing the transactions contemplated hereby and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions execution and permits needed in Seller's sole judgment for Seller to construct, install and operate delivery of each of the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services documents required to be provided by Purchaser, as set forth executed and delivered on behalf of Lessee in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied connection with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriatetransactions contemplated hereby; and (3) a copy of the certificate of incorporation of Lessee, certified by the Secretary of State of the State of Delaware, a copy of the by-laws of Lessee certified by the Secretary or Assistant Secretary of Lessee, and a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date shortly prior to the closing, as to the due incorporation and good standing of Lessee in such state. (1) an incumbency certificate of the Indenture Trustee as to the person or persons authorized to execute and deliver the Operative Documents to which the Indenture Trustee is a party and any other documents to be executed on behalf of the Indenture Trustee in connection with the transactions contemplated hereby and the signatures of such person or persons; (2) a copy of the resolutions of the board of directors of the Indenture Trustee, certified by the Secretary or an Assistant Secretary of the Indenture Trustee, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of the Indenture Trustee in connection with the transactions contemplated hereby; (3) a copy of the articles of association of the Indenture Trustee certified by the Comptroller of the Currency, a copy of the by-laws of the Indenture Trustee certified by the Secretary or an Assistant Secretary of the Indenture Trustee, and a certificate or other evidence from the Comptroller of the Currency, dated as of a date shortly prior to closing, as to the existence of the Indenture Trustee under the laws of the United States of America; and (4) a certificate signed by an authorized officer of the Indenture Trustee, dated the Delivery Date, certifying that the representations and warranties contained herein of the Indenture Trustee are correct in all material respects as though made on and as of the Delivery Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date). (1) an incumbency certificate of the Owner Trustee as to the person or persons authorized to execute and deliver the Operative Documents to which the Owner Trustee is a party and any other documents to be executed on behalf of the Owner Trustee in connection with the transactions contemplated hereby and the signatures of such person or persons; (2) a copy of the resolutions of the board of directors of the Owner Trustee, certified by the Secretary or an Assistant Secretary of the Owner Trustee, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of the Owner Trustee in connection with the transactions contemplated hereby; (3) a copy of the articles of association of the Owner Trustee certified by the Comptroller of the Currency, a copy of the by-laws of the Owner Trustee certified by the Secretary or an Assistant Secretary of the Owner Trustee and a certificate or other evidence from the Comptroller of the Currency, dated as of a date shortly prior to closing, as to the good standing of the Owner Trustee; and (4) a certificate signed by an authorized officer of the Owner Trustee, dated the Delivery Date, certifying that the representations and warranties contained herein of the Owner Trustee (in its individual capacity and as trustee) are correct in all material respects as though made on and as of the Delivery Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date). (1) an incumbency certificate of the Owner Participant as to the person or persons authorized to execute and deliver the Operative Documents to which the Owner Participant is a party and any other documents to be executed on behalf of the Owner Participant in connection with the transactions contemplated hereby and the signatures of such person or persons; (2) a copy of the resolutions of the board of directors of the Owner Participant, certified by the Secretary or an Assistant Secretary of the Owner Participant, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of the Owner Participant in connection with the transactions contemplated hereby have been duly authorized; (3) a copy of the certificate of incorporation of the Owner Participant certified by the Secretary of State of the State of [-], a copy of the by-laws of the Owner Participant, each certified by the Secretary or an Assistant Secretary of the Owner Participant, and a certificate or other evidence from the Secretary of State of the State of [-], dated as of a date shortly prior to closing, as to the due incorporation and good standing of the Owner Participant in such state; and (4) a certificate signed by an authorized officer of the Owner Participant, dated the Delivery Date, certifying that the representations and warranties contained herein of the Owner Participant are correct in all material respects as though made on and as of the Delivery Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date). (viii) All appropriate action required to have been taken prior to the Delivery Date in connection with the transactions contemplated by this Agreement shall have been taken by the Federal Aviation Administration, or any governmental or political agency, subdivision or instrumentality of the United States, and all orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by this Agreement shall have been issued, and all such orders, permits, waivers, authorizations, exemptions and approvals shall be in full force and effect on the Delivery Date. (ix) The Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall have received a certificate signed by an authorized officer of Lessee to the effect that: (1) the Aircraft has been duly certified by the Federal Aviation Administration as to type and has a current certificate of airworthiness; (2) the FAA ▇▇▇▇ of Sale, the Lease, the Lease Supplement, the Trust Indenture and the Trust Supplement covering the Aircraft shall have been duly filed for recordation (or shall be in the process of being so duly filed for recordation) with the Federal Aviation Administration, and the Trust Agreement shall have been filed (or shall be in the process of being so filed) with the Federal Aviation Administration; (3) application for registration of the Aircraft in the name of the Owner Trustee (together with any required affidavits) has been duly made with the Federal Aviation Administration; (4) the representations and warranties contained herein of Purchaser set forth Lessee are correct in this Agreement shall be true and correct when all material respects as though made on and as of the Delivery Date, except to the extent that such representations and warranties relate solely to an earlier date that all other (in which case such representations and warranties were correct on and as of such earlier date); and (5) the conditions precedent set forth in this Section 7 to the purchase of the Equipment Notes by the Pass Through Trustees under the Pass Through Documents have been satisfiedduly satisfied or waived in accordance with their respective terms. (bx) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on In the satisfaction of all case of the following conditions: (i) The Lease Pass Through Trustees, the conditions specified in Section 3 of the Note Purchase Agreement shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) heretosatisfied or waived. (iiixi) Seller The Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall have procuredreceived, addressed to each such party, an opinion dated the Delivery Date substantially in the form of Exhibit A hereto from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois), special counsel for Lessee, and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require;an opinion dated the Delivery Date substantially in the form of Exhibit B hereto from Lessee's legal department. (ivxii) The Pass Through Trustee and the representations Owner Participant shall have received, addressed to the Pass Through Trustee, the Indenture Trustee, the Owner Participant, the Owner Trustee and warranties Lessee, an opinion dated the Delivery Date substantially in the form of Seller set forth in this Agreement shall be true and correct when made and as of Exhibit C hereto from ▇▇▇▇▇▇▇▇ Chance, with respect to the date that all other conditions precedent set forth in this Section 7 have been satisfied, andManufacturer Documents. (vxiii) Seller has given notice The Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall have received, addressed to Purchaser that each such party, an opinion dated the Facility is capable Delivery Date substantially in the form of delivering Electric Power Exhibit D hereto from Ray, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel for the Owner Trustee. (xiv) The Owner Trustee, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall have received, addressed to each such party, an opinion dated the Point Delivery Date substantially in the form of Delivery and that Exhibit E-1 hereto from [-], special counsel for the Additional Facilities have been constructed, installedOwner Participant, and delivered into Purchaseran opinion dated the Delivery Date substantially in the form of Exhibit E-2 hereto from the Owner Participant's care custody in-house counsel. (xv) The Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and controlthe Subordination Agent shall have received, addressed to each such party, an opinion dated the Delivery Date substantially in the form of Exhibit F hereto from ▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., special FAA counsel. (xvi) The Owner Trustee, the Owner Participant, the Pass Through Trustee and the Subordination Agent shall have received, addressed to each such p

Conditions Precedent. The occurrence of the Closing Date and the obligation of the Lender to make the Loan under this Note are subject to the receipt by the Lender of each of the agreements and other documents, and the satisfaction of each of the conditions precedent, set forth below, each of which, if applicable, shall be in form and substance satisfactory to the Lender in its sole discretion (unless in each case waived by the Lender): (a) The obligations receipt by the Lender of Seller under this Agreement Note duly authorized, executed and delivered by the Borrower and the Lender; (b) the Lender shall be satisfied that the Borrower has received all necessary Governmental Approvals necessary to install execute and operate deliver this Note on or prior to the Facility, to construct and install the Additional FacilitiesClosing Date, if any, and to sell Electric Power to Purchaser copies of any such Governmental Approvals shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory furnished to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriateLender; and (viiic) the Lender shall be satisfied that this Note is secured by a perfected Lien on the Collateral second in priority only to the liens securing the Hercules LSA and Permitted Liens, including the filing of any UCC-1 financing statements with the Secretary of State of the State of Delaware. (d) the representations and warranties of Purchaser set forth in this Agreement Section 7 shall be true and correct when made and in all material respects as of the date that all other conditions precedent set forth in this Section 7 have been satisfied.Closing Date; (be) The obligations as of Purchaser the Closing Date no Default shall have occurred or be continuing or would result from the consummation of the transactions contemplated to purchase Electric Power under this Agreement shall be conditioned occur on the satisfaction Closing Date; (f) the Lender shall have received results of all uniform commercial code searches conducted in the office of the following conditions:Secretary of State of the State of Delaware with respect to the Obligors; (g) the Lender shall have received payment of the Closing Fee; (h) the Lender shall have received the Subordination Agreement executed and delivered by Hercules and the Obligors. (i) The Lease the Lender shall have been executed by each Party received a certificate of the President, Chief Financial Officer, or Secretary of the Obligors setting forth (i) resolutions of such Obligor’s board of directors with respect to the authorization of such Obligor to execute and such Lease shall be in effect; deliver this Note and to enter into and perform the transactions contemplated herein, (ii) The Parties shall have entered into an amendment the officers of such Obligor (A) who are authorized to sign this Agreement incorporating agreed substitutions Note and (B) who will, until replaced by another officer or officers duly authorized for Exhibits Cthat purpose, Dact as its representative for the purposes of signing documents and giving notices and other communications in connection with this Note and the transactions contemplated hereby, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procuredspecimen signatures of such authorized officers, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations certificate of incorporation and warranties bylaws, as amended through the Closing Date, of Seller set forth in this Agreement shall be such Obligor certified as being true and correct when made and complete. (j) the Lender shall have received certificates of good standing as of a recent date from the date that all other conditions precedent set forth in Secretary of State of the State of Delaware as to the Obligors; (k) the Lender shall have received an opinion of counsel of A▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special counsel to the Obligors; (l) the Lender shall have received a copy of the written consent or affirmative vote of the holders of at least 66-2/3% of the then outstanding shares of Series C-1 Preferred Stock, Series C Preferred Stock and Series B Preferred Stock of the Borrower, voting together as a single class, to the issuance by the Borrower of this Section 7 have been satisfied, Note; and (vm) Seller has given notice The Lender shall have received such other documents, certificates and instruments relating to Purchaser that this Note or the Facility is capable of delivering Electric Power to transactions contemplated hereby or thereby as the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlLender shall reasonably request.

Conditions Precedent. (a) The obligations of Seller Lender’s obligation to make any disbursements or take any other action under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser Loan Documents shall be conditioned on the occurrence subject at all times to satisfaction of all each of the following conditionsconditions precedent: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller a. Lender shall have received fully executed originals of all Loan Documents, the full amount Guaranty and any other documents, instruments, policies, and other materials requested by Lender under the terms of this Agreement or any of the Site Preparation Fee, if anyother Loan Documents; (iv) Purchaser and Sellerb. There shall exist no Default as defined in this Agreement or any of the other Loan Documents or any event, as the case may beomission or failure of condition which would constitute a Default after notice or lapse of time, or both; c. Lender shall have received all governmental authorizationsan executed copy of a current lease, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretionLender, executed by Borrower, as landlord, and Greenhouse Treatment Center, LLC, a Texas limited liability company (“Tenant”) and a wholly-owned subsidiary of American Addition Centers, Inc., a Nevada corporation (“AAC”), as tenant, for one hundred percent (100%) of the Property (the “Greenhouse Treatment Center Lease”); (v) Purchaser and Seller, as the case may be, d. Lender shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with an executed copy of a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with guaranty the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procuredLease, in form and substance reasonably acceptable to Lender, executed by AAC as guarantor; e. Lender shall have received an executed amendment to Borrower’s operating agreement, in form and substance acceptable to Lender, reflecting that Behavioral Healthcare Realty, LLC owns one hundred percent (100%) of the membership interests of Borrower; f. Lender shall have received the final budget for the construction of the Improvements, in form and substance satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably requireLender; g. Lender shall have obtained an appraisal of the Property (ivthe “Original Appraisal”), at Borrower’s expense, indicating, to the reasonable satisfaction of Lender, that the ratio of (x) the total amount of the Loan to (y) the most recent appraised “as proposed” value of the Property (which shall include the estimated value of the Property upon completion of the Improvements), as adjusted by Lender in its sole discretion upon its review of the Original Appraisal, does not exceed 65%; h. The representations and warranties of Seller set forth contained in this Agreement shall be and in all other Loan Documents are true and correct when made and as of the date of the requested disbursement; i. Such disbursement shall be secured by the Loan Documents and the lien of the Deed of Trust on the Property may be subject only to those exceptions to title approved by Lender as of the date hereof, as evidenced by title insurance endorsements satisfactory to Lender; j. Borrower shall have paid all of Lender’s reasonable costs and expenses in connection with such disbursement (including the reasonable cost of Lender’s attorneys); k. Any undisbursed Loan funds together with all sums, if any, to be provided by Borrower as shown in Exhibit C shall be at all times equal to or greater than the amount for the Refinance plus the amount which Lender from time to time determines reasonably necessary to: (i) pay through completion all costs of development and construction of the Property and Improvements in accordance with the Loan Documents; (ii) pay all sums which may accrue under the Loan Documents prior to Borrower’s obligation to repay the Loan; and (iii) enable Borrower to perform and satisfy all of the covenants of Borrower contained in the Loan Documents. If Lender determines at any time that the undisbursed Loan funds are insufficient for said purposes, Borrower shall deposit the amount of such deficiency with Lender within seven (7) days of Lender’s written demand. Except as otherwise provided in this Agreement, all funds which are deposited with Lender by Borrower pursuant to the terms and conditions of this Agreement (the “Borrower’s Funds”) shall be held by Lender for disbursement under this Agreement; l. Lender shall have received and approved in form and substance satisfactory to Lender: (i) if requested by Lender, a soils report for the Property and Improvements; (ii) two sets of the Plans and Specifications (as defined in certain Assignment of Architectural Agreements and Plans and Specifications of even date herewith), certified as complete by the architect that prepared them, together with evidence of all necessary or appropriate approvals of governmental agencies or private parties required to construct the Improvements; (iii) copies of all agreements which are material to completion of the Improvements, including the Construction Agreement (as defined below) and Architect’s Agreement (as defined below); and (iv) copies of all building permits and similar permits, licenses, approvals, development agreements and other authorizations of governmental agencies or private parties required to develop the Property and Improvements, if required by Lender; m. Borrower shall have delivered to Lender (i) a request for the advance, (ii) a copy of Contractor’s application for payment to Borrower, signed by an architect and confirmed by Lender’s inspector, on ATA Forms G702 and G703/G703A or other forms acceptable to Lender, (iii) if requested by Lender, paid invoices or receipts and unconditional statutory lien waivers for all construction work and costs included in the previous request for advance, and evidence reasonably satisfactory to Lender that all other conditions precedent set forth prior advances have been used for purposes described in this Section 7 have Agreement or the Financial Requirements Analysis; (iv) if requested by Lender, evidence that any inspection required by any governmental authority has been satisfiedcompleted with results satisfactory to that governmental authority and allocated costs of any work to be performed under the Construction Agreement (defined below) on AIA Form G702 or such other forms as may be acceptable to Lender, and (v) Seller has given notice a true and correct current statement of all obligations incurred for labor performed and materials ordered or delivered, and (vi) such certifications of job progress, in form satisfactory to Purchaser Lender, as Lender may request. In this regard, Lender shall have the right to inspect all books, records and accounts relating to such work, and may, at its option, require execution by Borrower and any contractors, subcontractors, laborers and materialmen of such affidavits, endorsements and releases as Lender deems reasonably necessary; and n. Lender shall not be obligated to make the final disbursement of the Loan until (i) receipt by Lender of the final certificate of occupancy for the Improvements, in form and substance satisfactory to Lender, (ii) receipt of evidence, satisfactory to Lender, that the Facility is capable of delivering Electric Power Improvements have been constructed prior to the Point Completion Date and in accordance with the Plans and Specifications, (iii) evidence satisfactory to Lender of Delivery and lien-free completion of the Improvements or that the Additional Facilities statutory lien filing period has expired including, without limitation, either evidence that no claim of lien, lien affidavit or stop notice has been filed or Lender has received releases with respect to the same, (iv) Lender or Lender’s agent shall have been constructed, installedinspected the Property and the Improvements, and delivered into Purchaser's care custody (v) Lender’s receipt, at Borrower’s sole cost and controlexpense, of a Down-Date Endorsement pursuant to Procedural Rule P-9b(4), and other endorsements amending the mechanic’s and materialmen’s lien coverage and, if applicable, deleting the pending disbursements clause pursuant to Procedural Rule P-8b(2), and, if applicable, a Form T-38 Endorsement pursuant to Procedural Rule P-9b(3) to Lender’s title policy issued by ▇▇▇▇▇▇▇ Title Company in connection with the Loan, all in form and substance satisfactory to Lender, and (vi) performance of all other obligations of Borrower under the Loan Documents.

Conditions Precedent. This Amendment shall be effective as of the date ("Amendment Effective Date") upon which the following conditions are satisfied: (a) The obligations Agent shall have received from the Borrower and the Required Lenders a counterpart of Seller under this Amendment signed on behalf of each such party. (b) Agent shall have received from the Guarantors the Consent and Agreement to install and operate substantially in the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all form attached hereto as Appendix A. (c) Counterpart copies of the following conditions: (i) The Lease Collateral Agreement and the Blocked Account Control Agreement shall have been duly executed and delivered to Agent by each Party and such Lease shall party thereto, together with each Uniform Commercial Code financing statement required by the Security Documents or under law or reasonably requested by Agent to be filed, registered or recorded in effect;order to create in favor of Agent, for the benefit of Lenders, a perfected Lien on the Security described therein, in each case in proper form for filing, registration or recordation. (iid) Purchaser Any Secured Borrowing Base Cash (in an amount required by subsection 2.1(b)(x)) shall have procuredbeen deposited in the Secured Borrowing Base Account subject to the Blocked Account Control Agreement. (e) Agent shall have received favorable written opinions (addressed to Agent and Lenders) of counsel to the Loan Parties, in form and substance reasonably satisfactory to SellerAgent and covering such matters relating to the Loan Parties, such property damage the Loan Documents and liability insurance coverage this Amendment as Seller may Agent shall reasonably require;request, including, without limitation, perfection of security interests and no conflicts with the Senior Notes. (iiif) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Agent shall have received a Borrowing Base Certificate calculated as of November 30, 2008. (g) Agent shall have received such other documents and certificates as the full amount Agent or its counsel may reasonably request relating to the organization or formation, existence and good standing of the Site Preparation FeeBorrower, if any;the authorization of this Amendment and any other legal matters relating to the Borrower, the Agreement or this Amendment, all in form and substance satisfactory to the Agent and its counsel. (ivh) Purchaser and SellerAgent shall have received for the account of each Lender entitled thereto, an amendment fee in the an amount equal to 0.30% of such Lender’s Commitment calculated as of the case may beThird Amendment Effective Date, but such fees shall be payable only to each Lender that has delivered (including by way of facsimile or electronic mail) its executed signature page to this Amendment. (i) Agent shall have received all governmental authorizationsother fees and other amounts due and payable on or prior to the Amendment Effective Date, exceptionsincluding reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, exemptions including with out limitation, Agent’s and permits needed in Seller's sole judgment for Seller to construct, install any of its agent’s (including any Collateral Agent’s) attorneys fees. Agent shall notify the Borrower and operate the Facility at Lenders of the SiteAmendment Effective Date, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller such notice shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site conclusive and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedbinding. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.

Conditions Precedent. (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser This Amendment shall be conditioned become effective on the occurrence of all first date upon which each of the following conditions:conditions precedent has been waived or satisfied in a manner satisfactory to Agent (such date being the “Amendment No. 1 Effective Date”): (i) The Lease Agent shall have been received this Amendment, duly authorized, executed and delivered by each Party Borrower, Agent and such Lease shall be in effectthe Lenders (the Credit Agreement, Exhibits and Schedules thereto as so amended by this Amendment being referred to herein as the “Amended Credit Agreement”, the Guaranty and Security Agreement, Exhibits and Schedules thereto as so amended by this Amendment being referred to herein as the “Amended Guaranty and Security Agreement”, and the Amended Credit Agreement and the Amended Guaranty and Security Agreement being referred to herein, collectively, as the “Amended Loan Documents”); (ii) Purchaser Agent shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably requirereceived a duly executed copy of the Intercreditor Agreement; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Agent shall have received the full amount duly executed copies of the Site Preparation Fee, if anyTerm Loan Documents; (iv) Purchaser on the date of this Amendment and Sellerafter giving effect thereto, as the case may be, no Default or Event of Default shall have received all governmental authorizationsoccurred and be continuing, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate nor shall either result from the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretionentry into this Amendment; (v) Purchaser the representations and Sellerwarranties contained in Section 3 of this Amendment shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of this Amendment and on the Amendment No. 1 Effective Date (except, in each case, to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretionsuch earlier date); (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, Agent shall have been contracted received an amendment fee of $50,000, which fee shall be for or provided to Seller's reasonable satisfaction;the ratable benefit of the Lenders and shall be fully earned and non-refundable when paid; and (vii) Seller Borrower shall be satisfied have paid all Lender Group Expenses incurred in connection with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect transactions evidenced by this Amendment (to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned extent incurred on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power or prior to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlAmendment No. 1 Effective Date).

Conditions Precedent. The provisions contained herein shall only be effective upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Agent: (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease Agent shall have been received this Amendment No. 11, duly authorized, executed and delivered by each Party Borrowers, Guarantors and such Lease shall be in effectRequired Lenders; (iib) Purchaser Agent shall have procuredreceived, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the PurchaserAgent, the Site Intercreditor Agreement, duly authorized, executed and any other matters that Seller reasonably deems appropriate; and (viii) delivered by Tranche B Term Loan Agent and the representations PBGC and warranties of Purchaser set forth in this acknowledged by Borrowers and Guarantors, which Intercreditor Agreement shall be true in full force and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (iic) The Parties Agent shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits Creceived a true, Dcorrect and complete copy of the Waiver (as defined in the PBGC Settlement Agreement), E and F, and Schedule 2(c) hereto.duly executed by the Internal Revenue Service; (iiid) Seller Agent shall have procuredreceived, in form and substance reasonably satisfactory to PurchaserAgent, such property damage Amendment No. 1 to Lien Subordination Agreement, duly authorized, executed and liability insurance coverage as Purchaser may reasonably requiredelivered by the PBGC, which amendment shall be in full force and effect; (ive) Agent shall have received, in form and substance satisfactory to Agent, Amendment No. 8 and Waiver to Loan and Security Agreement (the representations "Tranche B Amendment"), duly authorized, executed and warranties of Seller set forth in this Agreement delivered by Tranche B Term Loan Agent, Borrowers and Guarantors, which Tranche B Amendment shall be in full force and effect; (f) Agent shall have received, in form and substance satisfactory to Agent, true, correct and complete copies of the PBGC Agreements, duly authorized, executed and delivered by the parties thereto; (g) Agent shall have received a true and correct when made copy of any consent, waiver or approval to or of this Amendment No. 11 or any other Amendment Documents which any Borrower or Guarantor is required to obtain from any other Person, and as of the date that all other conditions precedent set forth such consent, waiver or approval shall be in this Section 7 have been satisfied, form and substance satisfactory to Agent; and (vh) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power after giving effect to the Point waivers contained in Section 4 hereof, no Default or Event of Delivery Default shall exist or have occurred and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlbe continuing.

Conditions Precedent. The amendments to the Loan Agreement contained in this Amendment No. 5 shall only be effective upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Administrative and Collateral Agent (the “Amendment No. 5 Effective Date”): (a) The obligations Administrative and Collateral Agent shall have received counterparts of Seller under this Agreement to install Amendment No. 5, duly authorized, executed and operate the Facilitydelivered by Borrowers, to construct Guarantors and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effectLenders; (iib) Purchaser Administrative and Collateral Agent shall have procuredreceived a true and correct copy of each consent, waiver or approval (if any) to or of this Amendment No. 5, which Borrowers and Guarantors are required to obtain from any other Person, and such consent, approval or waiver (if any) shall be in form and substance reasonably satisfactory to Seller, such property damage Administrative and liability insurance coverage as Seller may reasonably requireCollateral Agent; (iiic) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E Administrative and F, and Schedule 2(c) hereto, and Seller Collateral Agent shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser evidence that all corporate and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct limited partnership proceedings with respect to the PurchaserAmendment No. 5 BlueLinx Rights Offering and the Amendment No. 5 BlueLinx Rights Offering Equity Issuance have been taken by Borrowers and Guarantors, the Site and any other matters that Seller reasonably deems as appropriate; and; (viiid) Administrative and Collateral Agent shall have received from Administrative Borrower, in the form annexed hereto as Exhibit A, an Amendment No. 5 Rights Offering Certificate; (e) Administrative and Collateral Agent shall have received a final Registration Statement on Form S-1 filed by Parent with the Securities and Exchange Commission with respect to the Amendment No. 5 BlueLinx Rights Offering; (f) all of the representations and warranties of Purchaser set forth in this the Loan Agreement and the other Financing Agreements, each as amended by Amendment No. 5, shall be true and correct when made in all material respects on and as of the date that all other conditions precedent set forth hereof, as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in this Section 7 which case such representation or warranty shall have been satisfied.true and correct in all material respects as of such date; (bg) The obligations after giving effect to the transactions contemplated by the Amendment No. 5 BlueLinx Rights Offering Equity Issuance, no Change of Purchaser Control shall have occurred; (h) after giving effect to purchase Electric Power under this Agreement transactions contemplated hereunder and by the Amendment No. 5 BlueLinx Rights Offering Equity Issuance, and after provision for payment of all fees and expenses of such transactions, Excess Availability shall be conditioned on the satisfaction of all of the following conditions:not less than $100,000,000; (i) The Lease the Administrative and Collateral Agent shall have been executed received at least five (5) Business Days prior to the Amendment No. 5 Effective Date all documentation and other information about the Borrowers and Guarantors required by each Party bank regulatory authorities under applicable “know-your-customer” and such Lease shall be in effectanti-money laundering rules and regulations, including the PATRIOT Act, to the extent requested from Administrative Borrower at least ten (10) Business Days prior to the Amendment No. 5 Effective Date; (iij) The Parties Administrative and Collateral Agent shall have entered into an amendment received the fees referred to this Agreement incorporating agreed substitutions for Exhibits Cin the Amendment Fee Letter, Ddated of even date herewith, E by and Famong Borrowers, Administrative and Schedule 2(c) hereto. (iii) Seller shall have procured, in form Collateral Agent and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably requirethe Sole Lead Arranger; (ivk) the representations no Material Adverse Change shall have occurred since September 30, 2012; (l) Administrative and warranties Collateral Agent shall not have become aware of Seller set forth any material information or other matter that is inconsistent in this Agreement shall be true a material and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedadverse manner with any previous due diligence, information or matter (including any financial information); and (vm) Seller has given notice to Purchaser that the Facility is capable no Default or Event of delivering Electric Power to the Point of Delivery Default shall exist or have occurred and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlbe continuing.

Conditions Precedent. (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser This Amendment shall not be conditioned on the occurrence of all of the following conditions: effective until (i) The Lease the Agent shall have been received counterparts of this Amendment, duly executed by each Party and such Lease shall be in effect; of the parties hereto, (ii) Purchaser each Lender shall have procuredreceived a Revolving Credit Note reflecting its Commitment as of the Effective Date duly executed by the Borrowers and delivered to each Lender, (iii) Wachovia shall have received a Swingline Note reflecting its Swingline Commitment as of the Effective Date duly executed by the Borrowers and delivered to Wachovia, (iv) ▇▇▇▇▇▇▇ shall have received from Banknorth the payments required pursuant to Section 4(a) hereof, (v) the Borrowers shall have caused the following items to be delivered to the Agent and the Lenders with respect to the Additional Lenders, in each case in form and substance reasonably satisfactory to Sellerthe Agent and the Lenders: (a) a joinder to Credit Agreement and Security Agreement in the form of EXHIBIT C hereto duly executed by each Additional Borrower and delivered to the Agent, such property damage and liability insurance coverage as Seller may reasonably require; (b) documentation substantially in the form required by clauses (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C(LIEN SEARCHES), D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller(INCUMBENCY CERTIFICATE), as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller(OPINION OF COUNSEL), as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials (SECRETARY'S CERTIFICATE) and services to be provided by Purchaser(VII) (GOOD STANDING CERTIFICATES) of Section 5.01 of the Credit Agreement, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchasereach Additional Borrower, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations Borrowers shall have caused to be delivered to the Agent and warranties the Lenders the revised, amended, supplemented and/or additional schedules and annexes contemplated by Section 5 of Seller set forth in this Agreement Amendment, (vii) the Borrowers shall be true and correct when made and as have paid to the Agent for the ratable benefit of the date that all other conditions precedent set forth in this Lenders, the $15,000 amendment fee required pursuant to Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that 3.05 of the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installedCredit Agreement, and delivered into Purchaser(viii) Borrowers shall have paid all reasonable fees and expenses of the Agent's care custody counsel incurred in connection with the preparation, negotiation, execution and controldelivery and review of this Amendment. The date on which all of the foregoing conditions are satisfied as determined by the Lenders is referred to herein as the "EFFECTIVE DATE".

Conditions Precedent. (a) The obligations In addition to compliance by each party with all of Seller under the other terms and conditions of this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence performance by each party of all of its obligations hereunder, the following conditions:shall be conditions precedent to each party’s performance of its obligations under this Agreement. (i) The Lease Dranoff shall, by the date set forth on Exhibit D, complete settlement on all construction financing and other financing necessary, in Dranoff’s reasonable opinion, to complete the Cricket Portion of the Project, and shall have been executed by each Party demonstrate to the RDA’s and the Township’s reasonable satisfaction its ability, together with the RACP Cricket Allocation and such Lease shall be in effect;financing, to fully fund the development and construction of the Project. (ii) Purchaser Dranoff shall, by the date set forth on Exhibit D, have received all zoning and land development approvals, permits and all other approvals necessary for the development of the Cricket Portion of Project, including, but not limited to, the parking plan referenced in Section 1.2(b) hereof, the approvals referenced in Section 1.3(a) hereof, and a building permit for the construction of the Cricket Portion of Project. If a zoning or any other approval is denied, nothing contained herein shall have procuredrequire either party to appeal such denial, and if any zoning or other approval is denied, Dranoff may terminate this Agreement even though the deadline set forth in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require;Exhibit D has not yet arrived. (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits CDranoff and the Township shall, by the date set forth on Exhibit D, E and F, and Schedule 2(c) hereto, and Seller shall have received a written commitment from the full amount RDA that the Commonwealth of Pennsylvania will allocate to the Cricket Portion of the Site Preparation FeeProject either the Base RACP Allocation, if any;the Intermediate Expanded RACP Allocation or the Full Expanded RACP Allocation, in accordance with Section 2.2 above, as elected by the Township. (ivb) Purchaser and Seller, as In the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation event that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied2.4 are not satisfied by the dates set forth in Exhibit D, then either party (the “Electing Party”) may, upon written notice delivered to the other party, notify the other party of the failure of such condition and of the Electing Party’s election to terminate this Agreement, whereupon this Agreement shall become null and void, except for those provisions which survive termination of this Agreement, including, without limitation, Dranoff’s reimbursement obligations set forth in Article 3 hereof. (bc) The obligations termination rights contained herein are in addition to the right of Purchaser Dranoff to purchase Electric Power under terminate this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control1.1 hereof.

Conditions Precedent. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which the Lender shall have received: (a) The obligations of Seller under this Agreement to install Amendment, executed and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all delivered by a duly authorized officer of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effectAnthracite CA Parties; (iib) Purchaser shall have procuredthe Amended and Restated Parent Pledge Agreement, in form and substance reasonably satisfactory to Sellerdated as of the date hereof, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and Fduly executed by the parties thereto, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller Lender in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viiic) the representations Amended and warranties of Purchaser set forth in this Agreement shall be true and correct when made and Restated Borrower Security Agreement, dated as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been hereof, duly executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and Fthe parties thereto, and Schedule 2(c) hereto. (iii) Seller shall have procuredin form and substance acceptable to the Lender in its sole discretion, in form and substance reasonably satisfactory acceptable to Purchaserthe Lender in its sole discretion; (d) the Supplemental UK Deed of Charge, dated as of the date hereof, duly executed by the parties thereto, and in form and substance acceptable to the Lender in its sole discretion, in form and substance acceptable to the Lender in its sole discretion; (e) the Amended and Restated Irish Share Charge, dated as of the date hereof, duly executed by the parties thereto, and in form and substance acceptable to the Lender in its sole discretion, in form and substance acceptable to the Lender in its sole discretion; (f) the Amended and Restated Irish Debenture, dated as of the date hereof, duly executed by the parties thereto, and in form and substance acceptable to the Lender in its sole discretion, in form and substance acceptable to the Lender in its sole discretion; (g) the Amended and Restated Parent Guaranty, dated as of the date hereof, duly executed by the parties thereto, and in form and substance acceptable to the Lender in its sole discretion; (h) the Amended and Restated Fee Letter, dated as of the date hereof, duly executed by the parties thereto, and in form and substance acceptable to the Lender in its sole discretion; (i) the Amended and Restated Custodial and Payment Application Agreement, dated as of the date hereof, duly executed by the parties thereto, and in form and substance acceptable to the Lender in its sole discretion; (j) the Affiliate Security Agreement, dated as of the date hereof (the “Affiliate Security Agreement”), duly executed by the parties thereto, and in form and substance acceptable to the Lender in its sole discretion; (k) the Additional Security Agreement (Germany), dated as of the date hereof, duly executed by the parties thereto, and in form and substance acceptable to the Lender in its sole discretion; (l) the Repo Amendment, dated as of the date hereof, duly executed by the parties thereto, and in form and substance acceptable to the Lender in its sole discretion; (m) a certificate from each Anthracite CA Party, substantially in the form of Exhibit A hereto, dated as of the date hereof, executed and delivered by a duly authorized officer thereof; (n) legal opinions of US, English and Irish outside counsel to the Anthracite CA Parties and the Seller which shall cover such property damage matters incident to this Amendment and liability insurance coverage the other documents delivered in connection herewith as Purchaser the Lender may reasonably require; (ivo) a non-refundable amendment fee payable by the representations and warranties of Seller set forth Borrower Agent to the Lender, in this Agreement shall be true and correct when made and as an amount equal to 0.50% (50.00 basis points) of the date that all other conditions precedent set forth in this Section 7 have been satisfied, Maximum Credit; and (vp) Seller has given notice to Purchaser that such other documents as the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlLender may reasonably request.

Conditions Precedent. Conditions Precedent in favor of Map 7.1 Map’s obligations to carry out the transactions contemplated hereby are subject to the fulfillment of each of the following conditions precedent on or before the Closing: (a) The obligations all documents or copies of Seller under documents required to be executed and delivered to Map hereunder will have been so executed and delivered; (b) all of the terms, covenants and conditions of this Agreement to install be complied with or performed by Vanity or the Vanity Shareholders at or prior to the Closing will have been complied with or performed; (c) title to the Vanity Shares held by the Vanity Shareholders and operate to the FacilityVanity Assets will be free and clear of all mortgages, to construct liens, charges, pledges, security interests, encumbrances or other claims whatsoever, save and install the Additional Facilities, if anyexcept as disclosed herein, and to sell Electric Power to Purchaser the Vanity Shares shall be conditioned on the occurrence of all of the following conditions:duly transferred to Map; (d) subject to Article 8 hereof, there will not have occurred (i) The Lease shall have any material adverse change in the financial position or condition of Vanity, its liabilities or the Vanity Assets or any damage, loss or other change in circumstances materially and adversely affecting Vanity, the Vanity Business or the Vanity Assets or Vanity's right to carry on the Vanity Business, other than changes in the ordinary course of business, none of which has been executed by each Party and such Lease shall be in effect;materially adverse, or (ii) Purchaser shall have procuredany damage, in form destruction, loss or other event, including changes to any laws or statutes applicable to Vanity or the Vanity Business (whether or not covered by insurance) materially and substance reasonably satisfactory to Selleradversely affecting Vanity, such property damage and liability insurance coverage as Seller may reasonably requirethe Vanity Business or the Vanity Assets; (iiie) The Parties the transactions contemplated hereby shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received been approved by all other regulatory authorities having jurisdiction over the full amount of the Site Preparation Feesubject matter hereof, if any; (ivf) Purchaser and Seller, as the case may be, transactions contemplated hereby shall have received all governmental authorizations, exceptions, exemptions been approved by the Board of Directors and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretionshareholders of Vanity; (vg) Purchaser and Selleron or prior to the Closing Date, as Vanity and/or the case may be, Vanity Shareholders shall have received acquired all governmental authorizations, exceptions, exemptions and permits needed of the ordinary shares held by Vanity Shareholders that are not participating in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree so that Map shall acquire 100% of regulation that is acceptable to Seller in its sole discretion; (vi) All materials the presently issued and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriateoutstanding Vanity Shares; and (viiih) on or prior to the representations and warranties of Purchaser set forth in this Agreement Closing Date, Vanity shall be true and correct when made and as of have delivered the date that all other Vanity Financial Statements. 7.2 The conditions precedent set forth out in this Section 7 have been satisfied. (b) The obligations the preceding section are inserted for the exclusive benefit of Purchaser Map and any such condition may be waived in whole or in part by Map at or prior to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of Closing by delivering to Vanity a written waiver to that effect signed by Map. In the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) event that the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth out in the preceding section are not satisfied on or before the Closing, Map shall be released from all obligations under this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlAgreement.

Conditions Precedent. The effectiveness of the consents, amendments and releases set forth herein, shall be subject to the fulfillment of each of the following conditions precedent: (a) The obligations receipt by Lender of Seller under an original of this Agreement to install Amendment, duly authorized, executed and operate the Facilitydelivered by Borrower, to construct Guarantors, Leer and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effectWelshman; (iic) Purchaser shall have procuredreceipt by Lender of evidence, in form and substance reasonably satisfactory to SellerLender, that the Welshman Merger Agreements have been duly executed and delivered by and to the appropriate parties thereto and the transactions contemplated under the terms of the Welshman Merger Agreements have been consummated prior to or contemporaneously with the execution of this Amendment; (e) receipt by Lender of evidence, in form and substance satisfactory to Lender, that all required consents or approvals of any persons other than Lender to the Welshman Merger and the other arrangements contemplated herein have been obtained; (g) receipt by Lender of evidence, in form and substance satisfactory to Lender, that (i) the Articles of Merger with respect to the Welshman Merger have been filed with the Secretary of State of Delaware and the Secretary of State of Minnesota, as applicable and such property damage merger is valid and liability insurance coverage effective in accordance with the terms and provisions of the applicable corporate statutes of the State of Delaware and the State of Minnesota, and (ii) the Welshman Merger is valid and effective in accordance with the terms and provisions of the applicable corporate statutes of the State of Delaware and the State of Minnesota; (i) receipt by Lender of evidence, in form and substance satisfactory to Lender, of the amendment and ratification of the Midwest Intercreditor Agreement to substitute TAG for Welshman thereunder and with respect to such other matters as Seller Lender may reasonably require; (iiik) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth contained herein and in this the Loan Agreement shall be true and correct when made and as of the date that in all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effectmaterial respects; (iim) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procuredreceipt by Lender of evidence, in form and substance reasonably satisfactory to PurchaserLender, such that Lender has a continuing, valid perfected and first priority security interests in and liens upon the Collateral (as defined in the Welshman Loan Agreement) of Welshman and any other property damage and liability insurance coverage as Purchaser may reasonably requirewhich is intended to be security for the Obligations, subject only to the Permitted Liens; (ivo) the representations Indebtedness of Welshman to Congress under the Welshman Financing Agreements shall have been assumed by TAG by operation of law pursuant to the Merger and warranties TAG shall have authorized Congress in a manner satisfactory to Congress, to add such Indebtedness to the Obligations of Seller set forth TAG to Congress in this Agreement shall be true and correct when made and as the amount of $___________ (in addition to any amounts paid to Lender on such date in respect of Obligations under th Loan Agreement), before noon on the hereof; (q) receipt by Lender of the date that all other conditions precedent set forth fee referred to in this Section 7 have been satisfied, 8 hereof; and (vr) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power (s) after giving effect to the Point amendments to the Loan Agreement provided in this Amendment, no Event of Delivery Default shall exist or have occurred and that the Additional Facilities no event, act or condition shall have been constructed, installed, and delivered into Purchaser's care custody and control.occurred or exist which with notice or passage of time or both would constitute an Event of Default. (t)

Conditions Precedent. This Agreement shall be effective only upon the satisfaction by the Borrower of, or written waiver by the Credit Agent in its sole discretion of, the following conditions and any other conditions set forth in this Agreement, by no later than 2:00 p.m. (Boston, Massachusetts time) on the date of this Agreement (with the time and date, if at all, on which such conditions have been satisfied or waived in writing being referred to herein as, the “Effective Date”), failing which this Agreement shall be null and void at the option of the Credit Agent: (a) The obligations of Seller under this Agreement Borrower shall have delivered to install and operate the Facility, to construct and install Credit Agent the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditionsfollowing: (i) The Lease shall have been This Agreement, duly executed and delivered by each Party and such Lease shall be in effect;the parties hereto. (ii) Purchaser shall The Temporary Commitment Increase Note, duly executed and delivered to the Lender by the Borrower. (iii) A fee letter (the “Fee Letter”) setting forth certain fees to be paid by the Borrower, duly executed by the Borrower. (iv) A certificate of the secretary of the Borrower as to (A) the Borrower’s organizational documents (or that there have procuredbeen no changes to them since November 3, 2014), (B) all necessary consents, approvals, resolutions and the like with respect to the authorization of the Borrower to enter into, execute and deliver, and perform its obligations under the Temporary Commitment Increase Documents, and (C) the incumbency and authority of the individual executing the Temporary Commitment Increase Documents in the name of and on behalf of the Borrower. (v) An opinion of counsel to the Borrower in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion;Credit Agent. (vi) Such other documents as the Credit Agent or any Lender reasonably may require, duly executed and delivered. (b) All materials actions on the part of the Borrower necessary for the valid execution, delivery and services to be provided performance by Purchaser, as set forth in Schedule 2(c) hereof if any, the Borrower of the Temporary Commitment Increase Documents shall have been contracted for or provided to Seller's reasonable satisfaction;duly and effectively taken. (viic) Seller No Default or Event of Default shall have occurred and be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; andcontinuing. (viiid) the The representations and warranties of Purchaser set forth the Borrower contained in this Agreement or in any other Temporary Commitment Increase Document (i) shall have been true and correct in all material respects on the date that such representations and warranties were made (except for those which expressly relate to an earlier date, which shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party such earlier date), and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when in all material respects on the Effective Date as if made on and as of the such date that all other conditions precedent set forth in this Section 7 have been satisfied(except for those which expressly relate to an earlier date, andwhich shall be true and correct as of such earlier date). (ve) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power The Borrower shall have paid to the Point of Delivery and that Credit Agent all fees due on or before the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlEffective Date pursuant to the Fee Letter.

Conditions Precedent. This First Amendment shall not become effective until, and shall become effective on, the Business Day when each of the following conditions shall have been satisfied: (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Each holder shall have received this First Amendment, duly executed by the full amount of the Site Preparation Fee, if any;Company. (ivb) Purchaser and Seller, as the case may be, Each holder of Series A Notes shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller consented to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion;this First Amendment as evidenced by their execution thereof. (vc) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the The representations and warranties of Purchaser the Company set forth in this Agreement Section 3 hereof shall be true and correct when made and as of the date that all other conditions precedent set forth in of the execution and delivery of this Section 7 have been satisfiedFirst Amendment. (bd) The obligations Any consents or approvals from any holder or holders of Purchaser any outstanding security or indebtedness of the Company and any amendments of agreements pursuant to purchase Electric Power under this Agreement which any securities or indebtedness may have been issued which shall be conditioned on necessary to permit the satisfaction of all consummation of the following conditions: (i) The Lease transactions contemplated hereby shall have been executed by each Party obtained and all such Lease consents or amendments shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, reasonably satisfactory in form and substance reasonably to the holders and their special counsel. ▇▇▇▇▇▇ Co., Inc. First Amendment (e) All corporate and other proceedings in connection with the transactions contemplated by this First Amendment and all documents and instruments incident to such transactions shall be satisfactory to Purchaseryou and your special counsel, and you and your special counsel shall have received all such property damage and liability insurance coverage counterpart originals or certified or other copies of such documents as Purchaser you or they may reasonably require;request. (ivf) Each holder shall have received such certificates of officers of the representations Company as it may reasonably request with respect to this First Amendment and warranties the transactions contemplated hereby. (g) Each holder shall have received opinions in form and substance satisfactory to them, dated the date of Seller this First Amendment, from ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for the Company, covering the matters set forth in this Agreement Exhibit A, and covering such other matters incident to the transactions contemplated hereby as the holders or their counsel may reasonably request. (h) The Company shall be true have paid the fees and correct when made and as disbursements of the date that all other conditions precedent set forth holders’ special counsel, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, incurred in connection with the negotiation, preparation, execution and delivery of this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that First Amendment and the Facility is capable transactions contemplated hereby which fees and disbursements are reflected in the statement of delivering Electric Power such special counsel delivered to the Point Company at the time of Delivery the execution and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controldelivery of this First Amendment.

Conditions Precedent. This Waiver shall not become effective until, and shall become effective on, the business day when each of the following conditions shall have been satisfied: (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease Lender shall have been received this Waiver, duly executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedObligor. (b) The obligations Lender shall have consented to this Waiver as evidenced by its execution hereof. (c) The representations and warranties of Purchaser to purchase Electric Power under this Agreement the Obligors set forth in Section 5 hereof shall be conditioned on the satisfaction of true and correct in all material respects as of the following conditions:date of the execution and delivery of this Waiver. (d) The Obligors shall have paid the fees and disbursements of the Lender’s special counsel, Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, incurred in connection with the negotiation, preparation, execution and delivery of this Waiver and the transactions contemplated hereby which fees and disbursements are reflected in the statement of such special counsel delivered to the Company at the time of the execution and delivery of this Waiver. (e) All corporate and other proceedings in connection with the transactions contemplated by this Waiver and all documents and instruments incident to such transactions shall be satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request. (f) The Lender shall have received a fully executed copy of the letter agreement dated on or about the date hereof among the Company, each of the Subsidiary Guarantors party thereto and the holders named therein which waives certain provisions of the Note Purchase Agreement, dated as of January 25, 2013, in a form which is satisfactory in form and substance to the Lender (the “Waiver to Prudential Note Purchase Agreement”). (g) The Lender shall have received a fully executed copy of the letter dated on or about the date hereof from Commerzbank Aktiengesellschaft to the Company which waives certain provisions of the Agreement relating to Credit Facility dated January 25, 2013, in a form which is satisfactory in form and substance to the Lender (the “Waiver to Commerzbank Facility”). (h) The Lender shall have received a fully executed copy of the letter agreement dated on or about the date hereof between Nedbank Limited, acting through its London Branch, and the Company which waives certain provisions of the Amended and Restated Letter of Credit and Cash Draw Agreement, dated as of June 24, 2011, in a form which is satisfactory in form and substance to the Lender (the “Waiver to Nedbank Facility”). (i) The Lease Lender shall have been received a fully executed by each Party copy of the letter agreement dated on or about the date hereof between Bank of the West and such Lease shall be the Company which waives certain provisions of the Credit Agreement dated as of June 24, 2011, in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, a form which is satisfactory in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require;the Lender (the “Waiver to Bank of the West Facility”). (ivj) the representations and warranties of Seller set forth in this Agreement The Lender shall have received a non-refundable amendment fee, which shall be true and correct fully earned when made and paid, calculated as a percentage of the date that maximum exposure of the Lender under all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice Letters of Credit issued by the Lender pursuant to Purchaser the Credit Agreement; provided that the Facility is capable of delivering Electric Power percentage received by the Lender shall be equal to the Point highest percentage of Delivery and that any fee received by any other lender under the Additional Global Credit Facilities have been constructedin connection with the Waiver to Prudential Note Purchase Agreement, installedthe Waiver to Commerzbank Facility, and delivered into Purchaser's care custody and controlthe Waiver to Nedbank Facility or the Waiver to Bank of the West Facility.

Conditions Precedent. The joinder of Merix HK provided for herein and the amendments set forth herein shall be effective as of the date of the satisfaction of each of the following conditions precedent in a manner satisfactory to Agent: (a) The obligations Agent shall have received an executed original or executed original counterparts of Seller under this Agreement Amendment No. 3, duly authorized, executed and delivered by Existing Borrowers, Guarantors and Merix HK; (b) Agent shall have received the approvals to install the terms and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence conditions hereto of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effectLenders; (iic) Purchaser Agent shall have procuredreceived payment of all fees in connection with this Amendment No. 3; (d) Agent shall have received, in form and substance reasonably satisfactory to SellerAgent, such property damage a Secretary’s Certificate of Director’s Resolutions, Articles of Association, By-Laws, Incumbency and liability insurance coverage as Seller may reasonably requireShareholders’ Consent evidencing the adoption and subsistence of resolutions approving the execution, delivery and performance by Merix HK of this Amendment No. 3 and the other Financing Agreements to which Merix HK is a party; (iiie) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Agent shall have received good standing certificates and certificates of authority to do business (or their equivalent) from the full amount Secretary of State (or comparable official) of the Site Preparation Fee, if anyjurisdiction of formation of Merix HK and each jurisdiction where Merix HK conducts business; (ivf) Purchaser and Seller, as the case may be, Agent shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procuredreceived, in form and substance reasonably satisfactory to PurchaserAgent, such property damage an Information Certificate of Merix HK, duly authorized, executed and liability insurance coverage as Purchaser may reasonably requiredelivered by Merix HK; (ivg) Agent shall have received an executed original or executed original counterparts of a guarantee by Existing Borrowers and Guarantors in favor of Agent with respect to the representations Obligations of Merix HK; (h) Agent shall have received and warranties of Seller set forth reviewed lien and judgment searches against Merix HK in this Agreement such jurisdictions as Agent shall request, which search results shall be true in form and correct when made substance reasonably satisfactory to Agent; (i) Agent shall have received, in form and substance satisfactory to Agent, such opinion letters of counsel to Merix HK and the other Borrowers addressed to Agent and Lenders with respect to the matters relating to Amendment No. 3, the other Financing Agreements and such other matters as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, Agent may reasonably request; and (vj) Seller has given notice to Purchaser that Agent shall have received this Amendment No. 3 and each of the Facility is capable of delivering Electric Power to the Point of Delivery other Joinder Documents and that the Additional Facilities have been constructedall instruments and documents hereunder and thereunder as duly authorized, installed, executed and delivered into Purchaser's care custody to Agent, in form and controlsubstance satisfactory to Agent.

Conditions Precedent. The effectiveness of this Agreement on the Closing Date is subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and each Lender: (a) The obligations of Seller under this This Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease other Loan Documents shall have been executed by each Party party thereto and such Lease the Borrower shall have performed and complied with all covenants, agreements and conditions contained herein and in the other Loan Documents which are required to be performed or complied with by the Borrower before or on the Closing Date. (b) All representations and warranties made hereunder and in the other Loan Documents shall be in effect;true and correct as if made on such date. (iic) Purchaser No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to the Loans to be made on such date. (d) The Agent and the Lenders shall have procuredreceived such opinions of counsel for the Borrower as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agent, the Lenders, and their respective counsel. (e) The Agent shall have received a duly executed acknowledgment of KIAC, as consignee, and of any other bailees or consignees with respect to the Inventory, of the Agent's Lien in the Inventory, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedAgent. (bf) The obligations of Purchaser to purchase Electric Power under this Agreement Agent shall be conditioned on the satisfaction of all of the following conditionshave received: (i) The Lease shall have been in the Agent's discretion, either acknowledgment copies of proper financing statements, duly filed on or before the Closing Date, or executed copies of financing statements in a form proper for filing, in either case under the Uniform Commercial Code, of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent's Lien, including, but not limited to any such filings relating to the Agent's Lien in the Inventory held by each Party KIAC as consignee under the Consignment Agreement or any other bailees or consignees with respect to the Inventory, and all such Lease shall be filings deemed necessary or advisable to protect and preserve the Borrower's right, title and interest in effect;and to the Inventory under the Consignment Agreement; and (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits Csuch other agreements, Dcertificates, E instruments and F, and Schedule 2(c) hereto. (iii) Seller shall have procuredother documents as the Agent or any Lender may reasonably request, in form and substance reasonably satisfactory to Purchaserthe Agent and the Lenders. (g) All fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby shall be treated as KAV Payables. (h) The Agent shall have received evidence, such property damage in form, scope, and liability substance, reasonably satisfactory to the Agent, of all insurance coverage as Purchaser may reasonably require;required by this Agreement, the Engine Mortgages and the Consignment Agreement. (ivi) The Agent shall have received from KIAC, as consignee under the representations Consignment Agreement, valid executed documents exempting the Borrower from the application of any sales tax or similar taxes in the State of Florida, in form and warranties substance reasonably satisfactory to the Agent. (j) All proceedings taken in connection with the execution of Seller set forth in this Agreement Agreement, all other Loan Documents and all documents and papers relating thereto shall be true satisfactory in form, scope, and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power substance to the Point of Delivery Agent and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlLenders.

Conditions Precedent. This Waiver shall not become effective until, and shall become effective on, the business day when each of the following conditions shall have been satisfied: (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease Lender shall have been received this Waiver, duly executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedObligor. (b) The obligations Lender shall have consented to this Waiver as evidenced by its execution hereof. (c) The representations and warranties of Purchaser to purchase Electric Power under this Agreement the Obligors set forth in Section 3 hereof shall be conditioned on the satisfaction of true and correct in all material respects as of the following conditions:date of the execution and delivery of this Waiver. (d) The Obligors shall have paid the fees and disbursements of the Lender’s special counsel incurred in connection with the negotiation, preparation, execution and delivery of this Waiver and the transactions contemplated hereby which fees and disbursements are reflected in the statement of such special counsel delivered to the Borrower at the time of the execution and delivery of this Waiver. (e) All corporate and other proceedings in connection with the transactions contemplated by this Waiver and all documents and instruments incident to such transactions shall be satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request. (f) The Lender shall have received a fully executed copy of the letter agreement dated on or about the date hereof among the Borrower, each of the Subsidiary Guarantors party thereto and the holders named therein which waives certain provisions of the Note Purchase Agreement, dated as of January 25, 2013, in a form which is satisfactory in form and substance to the Lender (the “Waiver to Prudential Note Purchase Agreement”). (g) The Lender shall have received a fully executed copy of the letter dated on or about the date hereof from Commerzbank Aktiengesellschaft to the Borrower which waives certain provisions of the Agreement relating to Credit Facility dated January 25, 2013, in a form which is satisfactory in form and substance to the Lender (the “Waiver to Commerzbank Facility”). (h) The Lender shall have received a fully executed copy of the letter agreement dated on or about the date hereof between Nedbank Limited, acting through its London Branch, and the Borrower which waives certain provisions of the Amended and Restated Letter of Credit and Cash Draw Agreement, dated as of June 24, 2011, in a form which is satisfactory in form and substance to the Lender (the “Waiver to Nedbank Facility”). (i) The Lease Lender shall have been received a fully executed by each Party copy of the letter agreement dated on or about the date hereof between The Royal Bank of Scotland plc and such Lease shall be the Borrower which waives certain provisions of the Amended and Restated Letter of Credit Agreement dated June 24, 2011, in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, a form which is satisfactory in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that Lender (the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control“Waiver to RBS Facility”).

Conditions Precedent. The effectiveness of the amendments and consents contained herein shall be subject to the satisfaction of each of the following, in a manner satisfactory to Lender and its counsel: (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease Lender shall have been received this Amendment No. 3 duly authorized, executed and delivered by each Party and such Lease shall be in effectthe parties hereto; (iib) Purchaser no Event of Default, or event, act or condition which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred (after giving effect to the amendments to the Financing Agreements made by this Amendment No. 3); (c) the Excess Availability as determined by Lender, as of the date hereof, shall not be less than $ 1,000,000 after giving effect to the amendments to the Loan Agreement provided for in this Amendment No. 3; (d) Lender shall have procuredreceived, in form and substance reasonably satisfactory to SellerLender, such property damage evidence that the Merger Agreements have been duly executed and liability insurance coverage as Seller may reasonably requiredelivered by and to the appropriate parties thereto and the transactions contemplated under the terms of the Merger Agreements have been consummated prior to or contemporaneously with the execution of this Agreement; (iiie) The Parties Lender shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procuredreceived, in form and substance reasonably satisfactory to PurchaserLender, such property damage and liability insurance coverage as Purchaser may reasonably require; (ivthe opinion letter of counsel(s) to Borrower with respect to the representations and warranties Merger Agreements, the effectiveness of Seller set forth in this Agreement shall be true and correct when made and the Merger as of the date hereof, the Financing Agreements and the security interests and liens of Lender with respect to the Collateral and such other matters as Lender may request; (f) Immediately upon the effectiveness of the Merger, Lender shall have received, in form and substance satisfactory to Lender, evidence that all other conditions precedent set forth in this Section 7 the certificates of Merger with respect to the Merger have been satisfiedfiled with the Secretary of State of the State of Delaware and the Merger is valid and effective in accordance with the terms and provisions of the Merger Agreements and the applicable corporation statutes of the State of Delaware; (g) Immediately upon the effectiveness of the Merger, Lender shall have received, in form and substance satisfactory to Lender, a true, correct and complete copy of the Amended and Restated Certificate of Incorporation of Borrower authorizing the Redeemable Preferred Stock issued in connection with the Inverness Investment; (h) Immediately upon the effectiveness of the Merger, Lender shall have received, in form and substance satisfactory to Lender, the original of the Inverness Subordination Agreement as duly authorized, executed and delivered by Inverness and Borrower; (i) Immediately upon the effectiveness of the Merger, Lender shall have received, in form and substance satisfactory to Lender, an opinion letter from counsel to Borrower and Inverness with respect to the effectiveness of the Inverness Subordination Agreement. (j) Immediately upon the effectiveness of the Merger, Lender shall have received by wire transfer in immediately available funds, all of the proceeds of the Inverness Investment, in the amount of not less than $3,900,000 for application to the Obligations; (k) Lender shall have received, in form and substance satisfactory to Lender, a pro–forma balance sheet of Borrower reflecting the initial transactions contemplated hereunder, including, but not limited to, (i) the consummation of the Merger and the transactions contemplated in connection therewith in accordance with the Merger Agreements and (ii) the Inverness Investment in Borrower on the date hereof and the use of such Inverness Investment as provided herein, accompanied by a certificate, dated of even date herewith, signed by the chief financial officer of Borrower on its behalf, stating that such pro–forma balance sheet represents the reasonable, good faith opinion of Borrower as to the subject matter thereof as of the date of such certificate; and (vl) Seller has given notice Lender shall have received, in form and substance satisfactory to Purchaser that Lender, projected consolidated financial statements of Borrower and its Subsidiaries for the Facility is capable of delivering Electric Power next two (2) fiscal years following the date hereof (including forecasted income statements, cash flow statements and balance sheets), all in reasonable detail, on a monthly basis and in form and substance satisfactory to the Point of Delivery and that the Additional Facilities have been constructedLender, installed, and delivered into Purchaser's care custody and controltogether with such supporting information as Lender may request.

Conditions Precedent. (a) The obligations of Seller under Notwithstanding any contrary provision, this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser Amendment shall be conditioned effective on the occurrence of first Business Day upon which all of the following conditions:conditions precedent have been satisfied (the “Effective Date”): (ia) The Lease Lender shall have been received counterparts of this Amendment executed by Borrower, Lender, and each Party and such Lease shall be in effectother party set forth on the signature pages hereto; (iib) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Lender shall have received the full Second Amended and Restated Revolving Promissory Note dated as of the Effective Date in the original principal amount of $60,000,000 executed by Borrower and payable to the Site Preparation Fee, if anyorder of Lender (the “Second Amended and Restated Note”); (ivc) Purchaser and Seller, as the case may be, Lender shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation satisfactory evidence that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties contained in the Loan Agreement and in the other Loan Documents, after giving effect to the terms of Purchaser set forth in this Agreement Amendment, shall be true and correct when made in all material respects on and as of the date Effective Date to the same extent as though made on and as of that all other conditions precedent set forth date, except to the extent such representations and warranties specifically relate to an earlier date, in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease which case such representations and warranties shall have been executed by each Party true and correct in all material respects on and as of such Lease shall be in effectearlier date; (iid) The Parties Lender shall have entered into an amendment received satisfactory evidence that Borrower has paid the fees and expenses of counsel described in Section 6 hereof and Article VII of the Loan Agreement; (e) After giving effect to the terms of this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result after giving effect to this Agreement incorporating agreed substitutions Amendment or the Second Amended and Restated Note; (f) Lender shall have received an officer’s certificate, together with all attachments and exhibits thereto, duly executed and delivered by a duly authorized officer of the Borrower; (g) Lender shall have received a favorable written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to Borrower, covering such matters as the Lender may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinions to the Lender); and (h) Lender shall have received such other instruments and documents incidental and appropriate to the transactions provided for Exhibits C, D, E and Fherein as Lender or its counsel may reasonably request, and Schedule 2(c) hereto. (iii) Seller all such documents shall have procured, be in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; Lender (iv) it being agreed that execution of this Amendment by Lender shall evidence that the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other foregoing conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlfulfilled).

Conditions Precedent. The effectiveness of this First Amendment is conditioned upon the satisfaction by Borrower of each of the following conditions on or before March 5, 1999: (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease Borrower shall have been delivered or caused to be delivered to the Agent fully executed by each Party original counterparts of this First Amendment and such Lease shall be EXHIBIT A hereto, sufficient in effectnumber for distribution to the Agent, the Banks and Borrower; (iib) Purchaser Borrower shall have procureddelivered to the Agent executed original replacement Line A Notes and Line B Notes, for each Bank whose Line A or Line B Commitment is changed, in the forms of EXHIBIT B and EXHIBIT C hereto. Such replacement notes shall reflect the increase in the Line A Commitment herein as well as the alteration of the Pro Rata Share of each Bank reflected on ANNEX I hereto; (c) Borrower shall have paid the fees required in Section 2 hereof; (d) The Agent shall have received from Borrower such documentation as may be required to establish the authority of Borrower to execute, deliver and perform any of the Loan Documents to which it is a Party, including, without limitation, this First Amendment and the replacement Line A Notes and Line B Notes. Such documentation shall include certified corporate resolutions, incumbency certificates, and such other certificates or documents as the Agent shall reasonably require; (e) The Agent shall have received a written legal opinion of counsel(s) to Borrower and each Guarantor, in form and substance reasonably satisfactory to Sellerthe Agent, such property damage regarding the execution, delivery, performance and liability insurance coverage as Seller may reasonably requireenforceability of this First Amendment, the Guarantors' Consent hereto and the replacement Line A Notes and Line B Notes; (iiif) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Agent shall have received a written certification from a Responsible Official of Borrower that Borrower and its Subsidiaries are in compliance with all the full amount terms and provisions of the Site Preparation Fee, if any; (iv) Purchaser Loan Documents and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller after giving effect to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, this First Amendment no Default or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree Event of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller Default shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site continuing; and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all by the Banks of the following conditionscondition: (ig) The Lease applicable Banks shall have been executed by each Party and such Lease shall be made the Adjusting Purchase Payments as specified in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) heretoSection 3 hereof. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.

Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Lender: (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser Lender shall be conditioned on the occurrence of all have received each of the following conditions: (i) The Lease shall have been executed by following, each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to SellerLender: (i) this Amendment, such property damage duly executed by Borrower; (ii) the Exhibit F to this Amendment, fully and liability insurance coverage as Seller may reasonably require; accurately completed by Borrower; (iii) The Parties shall have entered into an amendment Eighth Amendment to this Agreement incorporating agreed substitutions for Exhibits CMortgage, DSecurity Agreement, E Financing Statement and FAssignment of Rents, and Schedule 2(c) heretoduly executed by Lowrance regarding the existing Mortgage covering Lowrance’s Tulsa, and Seller shall have received the full amount of the Site Preparation Fee, if any; Oklahoma real property; (iv) Purchaser and Seller, such documentation as shall be required by Lender in connection with the case may be, shall have received granting by Borrower to Lender of a first priority lien in all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; intellectual property of Borrower; (v) Purchaser such amendments to the existing Mexican collateral documents as shall be required by Lender; and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials such additional documents, instruments and services to be provided by Purchaser, information as set forth in Schedule 2(cLender or its legal counsel may request; (b) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the The representations and warranties of Purchaser set forth contained herein, in this the Loan Agreement and in the other Loan Documents, as each is amended hereby, shall be true and correct when made and as of the date that hereof, as if made on the date hereof; (c) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing, unless such Default or Event of Default has been specifically waived in writing by Lender; (d) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement legal matters incident thereto shall be conditioned on the satisfaction of all of the following conditions: satisfactory to Lender and its legal counsel; and (ie) The Lease Borrower shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment paid to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procuredLender, in form and substance reasonably satisfactory to Purchaserimmediately available funds, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties fee described in Section 2.13 of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.Amendment. ARTICLE IV

Conditions Precedent. The effectiveness of the amendments contained in this Amendment are subject to the satisfaction of each of the following conditions precedent, in form and substance satisfactory to Agent, unless satisfaction thereof is specifically waived in writing by Agent: (a) The obligations Agent shall have received an executed copy of Seller under an original or executed original counterparts of this Amendment by electronic mail or facsimile (with the originals, if requested by Agent, to be delivered within five (5) Business Days after the date of such request), duly authorized, executed and delivered by ▇▇▇▇▇▇▇▇▇ and Required Lenders; (b) Agent shall have received, in form and substance satisfactory to Agent, an executed copy of an original or executed original counterparts of the Eleventh Amendment Fee Letter, by electronic mail or facsimile (with the originals, if requested by Agent, to be delivered within five (5) Business Days after the date of such request), duly authorized, executed and delivered by ▇▇▇▇▇▇▇▇▇; (c) Agent shall have received, in form and substance acceptable to Agent, a fully executed copy of an original or executed original counterparts of the Financial Consulting Agreement by electronic mail or facsimile, duly authorized, executed and delivered by Delta and the Financial Consultant; (d) Agent shall have received the fees payable to Agent for the account of Lenders pursuant to the Eleventh Amendment Fee Letter; (e) Agent shall have received, in form and substance acceptable to Agent, the Cash Flow Projections pursuant to Section 5.22(a) of the Credit Agreement; (f) Agent shall have received the consent of any Lender to the extent required by the terms of the Credit Agreement to install and operate any of the Facilityamendments set forth in this Amendment; (g) each Borrower shall deliver, or cause to be delivered, to construct Agent a true and install the Additional Facilitiescorrect copy of any consent, if anywaiver or approval to or of this Amendment, which any Borrower or any of its Subsidiaries is required to obtain from any other Person, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease consent, approval or waiver shall be in effect; (ii) Purchaser shall have procured, in a form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably requireAgent; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viiih) the representations and warranties of Purchaser set forth each Borrower and its Subsidiaries contained in this the Credit Agreement or in the other Loan Documents shall be true and correct when made in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth relate solely to an earlier date, in this Agreement which case such representations and warranties shall be true and correct when made in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, such earlier date); and (vi) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power after giving effect to the Point of Delivery amendments contemplated by this Amendment and that the Additional Facilities have been constructed, installed, each other agreement or instrument to be executed and delivered into Purchaser's care custody by Borrowers hereunder, no Default or Event of Default shall exist or have occurred and controlbe continuing.

Conditions Precedent. The amendments to the Loan Agreement contained in this Amendment No. 6 shall only be effective upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Administrative and Collateral Agent (the “Amendment No. 6 Effective Date”): (a) The obligations of Seller under this Agreement to install Administrative and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease Collateral Agent shall have been received counterparts of this Amendment No. 6, duly authorized, executed and delivered by each Party Borrowers and such Lease shall be in effectGuarantors; (iib) Purchaser Administrative and Collateral Agent shall have procuredreceived a true and correct copy of each consent, waiver or approval (if any) to or of this Amendment No. 6, which Borrowers and Guarantors are required to obtain from any other Person, and such consent, approval or waiver (if any) shall be in form and substance reasonably satisfactory to Seller, such property damage Administrative and liability insurance coverage as Seller may reasonably requireCollateral Agent; (iiic) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount all of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this the Loan Agreement and the other Financing Agreements, each as amended by Amendment No. 6, shall be true and correct when made in all material respects on and as of the date that all other conditions precedent set forth hereof, as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in this Section 7 which case such representation or warranty shall have been satisfiedtrue and correct in all material respects as of such date; and (d) no Default or Event of Default shall exist or have occurred and be continuing. (be) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned the increase in the Revolving Loan Threshold Limit on the satisfaction Amendment No. 6 Effective Date shall not violate any applicable law, regulation or order or decree of all of the following conditions:any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently; (if) The Lease there shall have been executed by paid to each Party Eligible Transferee providing an additional Commitment in connection with such increase in the Revolving Loan Threshold Limit all fees due and payable to such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, Eligible Transferee on or before the effectiveness of such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, increase; and (vg) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities there shall have been constructedpaid to Administrative and Collateral Agent, installed, for the account of the Administrative and delivered into Purchaser's care custody Collateral Agent and controlLenders (in accordance with any agreement among them) all fees and expenses (including reasonable fees and expenses of counsel) due and payable pursuant to any of the Financing Agreements on or before the effectiveness of such increase.

Conditions Precedent. 3.01 The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent in a manner satisfactory to Administrative Agent, unless specifically waived in writing by Administrative Agent: (a) The obligations of Seller under Administrative Agent shall have received this Agreement to install Amendment duly executed by Borrower, each Lender party hereto, the Collateral Custodian and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser Collateral Administrator. (b) Administrative Agent shall be conditioned on the occurrence of all of the following conditions: have received (i) The Lease shall have been executed by each Party that certain Amended and such Lease shall be in effect; Restated Fee Letter, dated as of the date hereof, between the Administrative Agent and Borrower, (ii) Purchaser that certain First Amendment to Collateral Management Agreement, dated as of the date hereof, between Administrative Agent and Collateral Manager and (iii) all fees on behalf of itself and the Lenders due and payable as of the date hereof. (c) The representations and warranties of the Borrower contained herein and in the Agreement and the other Transaction Documents, as amended hereby, shall be true and correct in all material respects (except for such representations and warranties as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true in all respects) on and as of the date hereof, as if made on the date hereof (other than any representation and warranty that is made as of a another specific date which were true, correct, and complete in all material respects as of such date). (d) No Default or Event of Default shall have procuredoccurred and be continuing. (e) All organizational proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Administrative Agent. (f) Administrative Agent shall have received legal opinion or opinions of Dechert LLP, counsel to the Borrower and Collateral Manager, covering (i) authority, (ii) enforceability of this Amendment and each of the other Transaction Documents executed herewith and (iii) perfection; in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion. (g) The Administrative Agent shall have received a secretary’s certificate of Borrower and Collateral Manager (i) that includes a copy of the resolutions, in form and substance reasonably satisfactory to Sellerthe Administrative Agent, of the board of directors, manager(s) or member(s) of Borrower and Collateral Manager, authorizing (A) the execution, delivery and performance of this Amendment and the other Transaction Documents to which it is a party, and (B) the borrowings contemplated thereunder, and a certification that such property damage resolutions have not been amended, modified, revoked or rescinded, (ii) that includes a copy of the Governing Documents of Borrower and liability insurance coverage Collateral Manager and a certification that, except as Seller may reasonably require; disclosed therein, there has not been any amendment, modification or supplement to such Governing Documents, (iii) The Parties shall have entered into an amendment that includes a certification as to the incumbency and signature of the officers of Borrower and Collateral Manager executing any Transaction Document and (iv) that includes certificates dated as of a recent date [FS Investment] First Amendment to Loan and Security Agreement from the Secretary of State or other appropriate authority, evidencing the good standing of Borrower and Collateral Manager (A) in the jurisdiction of its organization and (B) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this Agreement incorporating agreed substitutions for Exhibits Cclause (B), Dwhere the failure to so qualify could not be reasonably expected to have a Material Adverse Effect, E which certificate shall be in form and F, substance satisfactory to the Administrative Agent and Schedule 2(cshall be executed by a corporate secretary or Responsible Officer of Borrower and Collateral Manager. (h) hereto, and Seller The Administrative Agent shall have received the full amount results of a recent search by a Person satisfactory to the Administrative Agent, of the Site Preparation FeeUCC, if any; (iv) Purchaser judgment and Seller, as the case tax lien filings which may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller been filed with respect to construct, install and operate the Facility at the Sitepersonal property of each FS/KKR Party, and bankruptcy and pending lawsuits with respect to construct each FS/KKR Party and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect search shall be satisfactory to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedAdministrative Agent. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.

Conditions Precedent. This Amendment shall be effective upon the satisfaction by the Borrower of, or written waiver by the Credit Agent and the Lenders of, the following conditions and any other conditions set forth in this Amendment, by no later than 4:00 p.m. (Boston time) on the date of this Amendment, as such time and date may be extended in writing by the Credit Agent and the Lenders, in their sole discretion (with the date, if at all, by which such conditions have been satisfied or waived being referred to herein as, the “Effective Date”), failing which this Amendment and all related documents shall be null and void at the option of the Credit Agent and the Lenders: (a) The obligations of Seller under this Agreement Delivery by the Borrower to install the Credit Agent and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all each Lender of the following conditionsfollowing: (i) The Lease shall have been This Amendment, duly executed by the Borrower, the Credit Agent and each Party and such Lease shall be in effect;Lender. (ii) Purchaser shall have procuredThe Replacements Notes, in form duly executed by the Borrower (with the originals thereof to be delivered directly to the respective Lenders and substance reasonably satisfactory copies to Seller, such property damage and liability insurance coverage as Seller may reasonably require;be delivered to the Credit Agent). (iii) The Parties shall have entered A certificate of an appropriate officer of the Borrower as to (A) the authority of the Borrower to enter into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and FAmendment, and Schedule 2(c(B) heretothe identity, authority and capacity of each Person executing and delivering in the name of and on behalf of the Borrower this Amendment, the Replacement Notes, and Seller shall have received the full amount of the Site Preparation Feeany documents, if any;instruments, and other agreements related hereto or to be delivered hereunder. (iv) Purchaser and Seller, Such other documents as the case Credit Agent or any Lender reasonably may berequire, shall have received all governmental authorizations, exceptions, exemptions duly executed and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfieddelivered. (b) The obligations No Default or Event of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease Default shall have been executed by each Party occurred and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) heretocontinuing. (iiic) Seller In addition to all other expense payment and reimbursement obligations of the Borrower under the Loan Agreement and other Loan Documents, the Borrower will, promptly following receipt of an appropriate invoice therefor, pay or reimburse the Credit Agent and each Lender for all of their respective reasonable out of pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses and disbursements) incurred in connection with the preparation of this Amendment, the Replacement Notes, and any other documents in connection herewith and the matters addressed in and contemplated by this Amendment. (d) The Borrower shall have procured, paid directly to each Lender an additional commitment fee in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties amount of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control$43,056.

Conditions Precedent. This Amendment shall be effective upon the satisfaction by the Borrower of, or written waiver by the Credit Agent and the Lender of, the following conditions, and any other conditions set forth in this Amendment , by no later than 4:00 p.m. (Boston time) on the date of this Amendment, as such time and date may be extended in writing by the Credit Agent, in its sole discretion (with the date, if at all, by which such conditions have been satisfied or waived being referred to herein as, the “Effective Date”), failing which this Amendment and all related documents shall be null and void at the option of the Credit Agent: (a) The obligations of Seller under this Agreement Delivery by the Borrower to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all Credit Agent of the following conditionsfollowing: (i) The Lease shall have been This Amendment, duly executed by the Borrower, the Credit Agent and each Party and such Lease shall be in effect;Lender. (ii) Purchaser shall have procuredA fee letter (the “Fee Letter”) setting forth certain fees to be paid by the Borrower, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require;duly executed by the Borrower. (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits CTemporary Increase Note, D, E and F, and Schedule 2(c) hereto, and Seller shall have received duly executed by the full amount of the Site Preparation Fee, if any;Borrower. (iv) Purchaser A copy of the Borrower’s certificate of formation and Sellerlimited liability company agreement, as amended and in effect on the case Effective Date, certified by an appropriate officer of the Borrower. (v) Such certificates of resolutions or other actions, incumbency certificates and/or other certificates of an authorized officer of the Borrower as the Credit Agent may be, shall have received all governmental authorizations, exceptions, exemptions require evidencing (A) the authority of the Borrower to enter into this Amendment and permits needed any other documents to be executed and delivered in Seller's sole judgment for Seller to construct, install and operate the Facility at the Siteconnection herewith, and (B) the identity, authority and capacity of each officer of the Borrower authorized to construct act on its behalf in connection with this Amendment and install the Additional Facilities, if any, in each case without condition, or with conditions other Loan Documents. (vi) An opinion of counsel to the Borrower in form and substance acceptable satisfactory to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction;Credit Agent. (vii) Seller shall be satisfied with Such other documents as the results of such due diligence inquiries as it deems necessary Credit Agent or convenient to conduct with respect to the Purchaserany Lender reasonably may require, the Site duly executed and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfieddelivered. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease Borrower shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment paid to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) heretothe Credit Agent all fees due on or before the Effective Date pursuant to the Fee Letter. (iiic) Seller No Default or Event of Default shall have procuredoccurred and be continuing, in form or will be caused by or result from the Borrower’s execution and substance reasonably satisfactory to Purchaserdelivery of this Amendment and the documents, such property damage instruments, and liability insurance coverage as Purchaser may reasonably require;agreements related hereto, or the performance by the Borrower of its obligations hereunder or thereunder. (ivd) the The representations and warranties of Seller set forth the Borrower contained in this Agreement Amendment or in any document, instrument, or agreement delivered or to be delivered in connection with this Amendment (i) shall have been true and correct in all material respects on the date that such representations and warranties were made (except for those which expressly relate to an earlier date, which shall be true and correct when as of such earlier date), and (ii) shall be true and correct in all material respects on the Effective Date as if made on and as of the such date that (except for those which expressly relate to an earlier date, which shall be true and correct as of such earlier date). (e) In addition to all other conditions precedent set forth expense payment and reimbursement obligations of the Borrower under the Loan Agreement and other Loan Documents, the Borrower will, promptly following the receipt of an appropriate invoice therefor, pay or reimburse the Credit Agent and the Lender for all of their respective reasonable out of pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses and disbursements) incurred in connection with the preparation of this Section 7 have been satisfiedAmendment and any other documents in connection herewith and the matters addressed in and contemplated by, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlthis Amendment.

Conditions Precedent. The effectiveness of this Amendment is expressly conditioned upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Agent: (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease Agent shall have been received this Amendment, duly authorized, executed and delivered by each Loan Party and such Lease shall be in effecteach Lender; (iib) Purchaser Agent shall have procuredreceived a fully executed copy, in form and substance reasonably satisfactory to SellerAgent, such property damage of that certain Second Amendment to Fee Letter of even date herewith between Borrowers and liability insurance coverage as Seller may reasonably requireAgent (the "Second Amendment to Fee Letter"); (iiic) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Agent shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been fully executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procuredcopy, in form and substance reasonably satisfactory to PurchaserAgent, such property damage of that certain Fourth Amendment to Revolving Credit and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and Security Agreement, dated as of the date hereof, among Revolving Loan Agent, the Revolving Loan Lenders party thereto and the Loan Parties; (d) Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of that all other conditions precedent set forth certain Second Amendment to Intercreditor Agreement, dated as of the date hereof, among Agent, Revolving Loan Agent and the Loan Parties; (e) Agent shall have received a fully executed copy, in this Section 7 form and substance reasonably satisfactory to Agent, of that certain Amendment No. 1 to Warrant To Purchase Stock, dated as of the date hereof, between Quantum and Agent or one of its Affiliates; (f) Agent shall have received evidence that proceeds in an amount not less than $7,000,000 released from a Blocked Account at PNC shall have been satisfiedused to repay outstanding Advances; (g) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of each Loan Party authorizing the execution, delivery and performance of this Amendment; (h) Agent shall have received all fees payable to Agent and Lenders pursuant to the terms of the Fee Letter; (i) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; and (vj) Seller has given notice to Purchaser that on the Facility is capable date of delivering Electric Power this Amendment and after giving effect to the Point provisions of Delivery this Amendment and that the Additional Facilities transactions contemplated hereby, no Default or Event of Default shall exist or have been constructed, installed, occurred and delivered into Purchaser's care custody and controlbe continuing.

Conditions Precedent. This 2000-A Amendment Agreement shall be effective as of April 28, 2000 (the "2000-A Amendment Effective Date") when each of the following conditions shall have been satisfied: (a) The obligations of Seller under this Agreement to install Each Noteholder and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Collateral Agent shall have received this 2000-A Amendment Agreement, duly executed by the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedCompany. (b) The obligations Required Holders in respect of Purchaser each of the Existing Note Purchase Agreements shall have consented to purchase Electric Power under this 2000-A Amendment Agreement as evidenced by their execution thereof; provided that the amendments contained in Sections 1.2 and 1.3 of this 2000-A Amendment Agreement shall be conditioned on the satisfaction effective only as to each holder of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) Notes which has consented hereto. (iiic) Seller The representations and warranties of the Company set forth in Section 3 hereof are true and correct as of the date of the execution and delivery of this 2000-A Amendment Agreement. (d) Each Noteholder and the Collateral Agent shall have procured, received the Security Agreement substantially in the form attached hereto as Exhibit D duly executed by the Company. (e) Any consents or approvals from any holder or holders of any outstanding Security of the Company or any Subsidiary and any amendments of agreements pursuant to which any Securities may have been issued which shall be necessary to permit the consummation of the transactions contemplated hereby shall have been obtained and all such consents or amendments shall be reasonably satisfactory in form and substance reasonably to the Noteholders and their special counsel. (f) The Company shall have paid, or have provided a satisfactory retainer for, the fees and disbursements of the Noteholders' special counsel, Chap▇▇▇ ▇▇▇ Cutl▇▇, ▇▇curred in connection with the negotiation, preparation, execution and delivery of this 2000-A Amendment Agreement, as required by Section 15.1 of the Existing Note Purchase Agreements. (g) Counsel for the Company shall have delivered such legal opinions to Purchaser, such property damage and liability insurance coverage the Noteholders as Purchaser the Noteholders may reasonably require; (iv) the representations and warranties of Seller set forth request in this Agreement shall be true and correct when made and as respect of the date that all other conditions precedent set forth in due organization and the good standing of the Company and the legality, validity and enforceability of this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that 2000-A Amendment Agreement and the Facility is capable of delivering Electric Power to Outstanding Notes as amended hereby and the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlSecurity Agreement.

Conditions Precedent. (a) The obligations Except as otherwise expressly set forth herein, the effectiveness of Seller under this Agreement is subject to install the prior satisfaction, or waiver by DOE, of each of the following conditions precedent (each in form and operate substance satisfactory to DOE), as notified by DOE to the Facility, to construct and install other parties hereto (the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned date on which DOE has notified the occurrence of other parties hereto that all of the following conditions:conditions have been satisfied or waived by DOE, the “Consent Effective Date”): (ia) The Lease DOE shall have been received a fully executed by copy of this Agreement and each Party and such Lease shall be of the New Glencore Documents in effectthe form contemplated hereby; (iib) Purchaser No Default, Event of Default or Material Adverse Effect shall have procured, in form occurred and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably requirebe continuing; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vic) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement each of the Borrower Entities and the Sponsor Entities hereunder shall be true and correct when made as of the date hereof and as of the date Consent Effective Date; (d) DOE shall have received an Officer Certificate from each Borrower Entity and each Sponsor Entity dated as of the Consent Effective Date and in form and substance satisfactory to DOE (i) with respect to authorization of this Agreement, incumbencies, absence of Defaults and Events of Default, truth and correctness of representations and warranties set forth herein and its Organizational Documents, (ii) to the effect that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 6 have been satisfied, and (iii) certifying that the copies of the New Glencore Documents delivered to DOE are true, correct and complete; and (ve) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power DOE shall have received opinions from Freshfields US LLP, as New York counsel, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as Canadian counsel, in each case, to the Point Borrower Entities and the Sponsor Entities, dated as of Delivery the Consent Effective Date, regarding the execution, delivery, authorization and that enforceability of this Agreement and the Additional Facilities have been constructed, installedLARA and Sponsor Support Agreement as amended hereby, and delivered into Purchaser's care custody and controlsuch other matters requested by DOE.

Conditions Precedent. (a) The obligations of Seller under this Agreement to install This Supplemental Indenture shall become effective and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned binding on each of the occurrence parties hereto upon the satisfaction or due waiver of all each of the following conditionsconditions precedent: 1. The consent of the Holders of a Majority in Interest of each Series of Outstanding Investor Notes shall have been given in respect of this Supplemental Indenture and a copy thereof provided to the Indenture Trustee. 2. The Series 1999-1 Investor Notes shall have been repaid in full and the Series 1▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Membership Interests shall have been redeemed in full. 3. The Indenture Trustee shall have received evidence satisfactory to it that each Manager of the Issuer has approved this Supplemental Indenture. 4. The Indenture Trustee shall have received an Officer’s Certificate of the Issuer dated as of the date hereof to the effect that (i) The Lease shall have been executed by each Party no Amortization Event, Potential Amortization Event, Event of Default or Potential Event of Default is continuing or will occur as a result of the execution and such Lease shall be in effect; delivery of this Supplemental Indenture and (ii) Purchaser the execution and delivery of this Supplemental Indenture will not result in any breach of any of the terms, conditions or provisions of or constitute a default under any indenture, mortgage, deed of trust or other agreement or instrument, including, without limitation, any Transaction Document, to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any suit, action or other judicial or administrative proceeding to which the Issuer is party or by which it or its property may be bound or to which it or its property may be subject. 5. The Indenture Trustee shall have procuredreceived an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Indenture Trustee, dated the date hereof, substantially to the effect that: i. all conditions precedent provided for in the Base Indenture with respect to the execution and substance reasonably satisfactory delivery of this Supplemental Indenture have been complied with in all material respects; ii. the Issuer is duly organized under the jurisdiction of its formation and has the power and authority to Sellerexecute and deliver this Supplemental Indenture, and SPV is duly organized under the jurisdiction of its formation and has the power and authority to execute and deliver the Amendment to the Transfer Agreement (as defined in Clause 6 below); iii. this Supplemental Indenture has been duly authorized, executed and delivered by the Issuer; and the Amendment to the Transfer Agreement has been duly authorized, executed and delivered by the Issuer and SPV; iv. the Supplemental Indenture is a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; v. the Amendment to the Transfer Agreement is a legal, valid and binding obligation of the Issuer and SPV, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and vi. such property damage and liability insurance coverage other matters as Seller the Indenture Trustee may reasonably require; (iii) 6. The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Indenture Trustee shall have received the full amount duly executed counterparts of the Site Preparation FeeAmendment to the Transfer Agreement, if any;dated as of October 28, 1999, between the Issuer and SPV (the “Amendment to the Transfer Agreement”), duly executed by the Issuer and SPV; and (iv) Purchaser and Seller, as the case may be, 7. The Indenture Trustee shall have received all governmental authorizationssuch other documents, exceptionsinstruments, exemptions and permits needed in Seller's sole judgment for Seller to constructcertifications, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, agreements or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, other items as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser Indenture Trustee may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.

Conditions Precedent. This Second Amendment shall not become effective until, and shall become effective on, the Business Day when each of the following conditions shall have been satisfied: (a) Prudential shall have received this Second Amendment, duly executed by the Company. (b) Prudential shall have consented to this Second Amendment as evidenced by its execution thereof. (c) The obligations representations and warranties of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser Company set forth in Section 2 hereof shall be conditioned on the occurrence true and correct. (d) Any consents or approvals from any holder or holders of all any outstanding security or indebtedness of the following conditions: (i) The Lease Company and any amendments of agreements pursuant to which any securities or indebtedness may have been issued which shall be necessary to permit the consummation of the transactions contemplated hereby shall have been executed by each Party obtained and all such Lease consents or amendments shall be in effect; (ii) Purchaser shall have procured, reasonably satisfactory in form and substance to Prudential and its special counsel. (e) All corporate proceedings and other proceedings in connection with the transactions contemplated by this Second Amendment and all documents and instruments incident to such transactions shall be reasonably satisfactory to Seller, such property damage Prudential and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and Fits special counsel, and Schedule 2(c) hereto, Prudential and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, its special counsel shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, such counterpart originals or with conditions in form and substance acceptable to Seller in Seller's sole discretion;certified or other copies of such documents as Prudential or its special counsel may reasonably request. (vf) Purchaser and Seller, as the case may be, Prudential shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree such certificates of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with officers of the results of such due diligence inquiries Company as it deems necessary or convenient to conduct may reasonably request with respect to this Second Amendment and the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; andtransactions contemplated hereby. (viiig) The Company shall have paid the representations fees and warranties disbursements of Purchaser set forth Prudential’s special counsel, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, incurred in connection with the negotiation, preparation, execution and delivery of this Agreement shall be true Second Amendment and correct when made the transactions contemplated hereby which fees and as disbursements are reflected in the statement of such special counsel delivered to the Company at the time of the date execution and delivery of this Second Amendment. Prudential hereby agrees with the Company that all other the execution and delivery of its signature page to this Second Amendment shall evidence the satisfaction of each of the conditions precedent set forth in this Section 7 have been satisfied3. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.

Conditions Precedent. (a) The obligations closing of Seller under this Agreement the Exit Facility and the obligation of the Exit Lenders to install and operate make the Facility, Exit Facility Loans to construct and install the Additional Facilities, if any, and Borrower is subject to sell Electric Power to Purchaser shall be conditioned on the occurrence satisfaction of all of conditions precedent to be set forth in the following conditions: Exit Credit Agreement (ias defined below) The Lease shall have been executed deemed necessary or appropriate by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and SellerRequired Exit Lenders, as applicable, including but not limited to: i. the case may beexecution and delivery, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller the Required Exit Lenders in Seller's their sole discretion; , of a definitive credit agreement (vthe “Exit Credit Agreement”) Purchaser and Sellerrelated security agreement(s) and guarantees, as security documents, and other agreements, customary opinions, instruments and documents required by the case may be, Exit Agent and/or the Exit Lenders; ii. the Exit Agent and each Exit Lender shall have received all governmental authorizations, exceptions, exemptions executed counterparts to the Exit Facility Documentation from each of the parties thereto; iii. the Exit Agent shall have received a duly executed notice of borrowing; iv. the Exit Agent and permits needed in Seller's sole judgment for Seller the Required Exit Lenders shall have received evidence satisfactory to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation the Required Exit Lenders that is acceptable to Seller in its sole discretion; the Take-Private Transaction (vi) All materials and services to be provided defined in the Exit Facility Documentation) has been consummated; v. no material adverse change shall have occurred following the Closing Date, no Event of Default exists (unless waived by Purchaser, as set forth in Schedule 2(cthe Required DIP Lenders) hereof if any, under the DIP Financing; vi. the Prepackaged Plan shall have been contracted for or provided to Seller's reasonable satisfaction; (confirmed by the Bankruptcy Court and have become a final order, and such Prepackaged Plan shall have become effective; vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) . the representations and warranties of Purchaser set forth the Loan Parties contained in this Agreement the Exit Facility Documentation shall be true and correct when made in all material respects (or, in the case of any representation and warranty that is qualified as to “material adverse effect” or otherwise as to “materiality”, in all respects) as of the Closing Date (or as of such earlier date that all other conditions precedent set forth if the representation or warranty specifically relates to an earlier date); viii. except as disclosed to the Exit Lenders in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease writing, since April 2, 2024, there shall have been executed by each Party and such Lease shall be no Material Adverse Effect (as defined in effectthe Exit Facility Documentation); (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.

Conditions Precedent. This Amendment shall be deemed effective as of the date first set forth above when each of the following conditions precedent have been satisfied in form and substance satisfactory to the Agent and its counsel (such date, the “Amendment Effective Date”): (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Agent shall have received duly executed counterparts of this Amendment which, when taken together, bear the full amount authorized signatures of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the PurchaserObligors, the Site Agent and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied.Required Lenders; (b) The obligations Agent shall have received fully executed copies of Purchaser to purchase Electric Power under this Senior Term Loan Agreement shall be conditioned on Amendment, which extends the satisfaction of all maturity date of the following conditions: (i) The Lease Senior Term Loan Debt to a date no earlier than March 7, 2019 and is otherwise on terms and conditions satisfactory to Agent and in full force and effect, and all conditions precedent to effectiveness set forth in the Senior Term Loan Agreement Amendment shall have been executed met or waived by each Party the Senior Term Loan Agent and/or the lenders party in thereto accordance with the terms of the Senior Term Loan Documents. (c) Upon the reasonable request of any Lender made at least five days prior to the Amendment Effective Date, the Obligors shall have provided to such Lender, and such Lease Lender shall be reasonably satisfied with, the documentation and other information so requested in effectconnection with the AML Legislation, including, without limitation, the PATRIOT Act, in each case at least five days prior to the Amendment Effective Date; (iid) At least five days prior to the Amendment Effective Date, any Obligor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Obligor; and (e) The Parties Borrowers shall have entered into an amendment paid to the Agent, for the ratable benefit of the Lenders providing their written consent to this Agreement incorporating agreed substitutions for Exhibits CAmendment, Da fifth amendment fee equal to $30,000, E and Fwhich shall be shared by each consenting Lender in accordance with such consenting Lender’s ratable share of the outstanding Obligations owing to all consenting Lenders (which the Agent, and Schedule 2(c) heretoin its discretion, may collect from Borrowers by charging the same as a Revolving Loan). (iiif) Seller The Borrowers shall have procuredpaid all fees and expenses (provided that legal fees required to be paid as a condition precedent to the occurrence of the Amendment Effective Date shall be limited to such legal fees as to which Borrowers have received a summary invoice) owed to and/or incurred by the Agent in connection with this Amendment (which the Agent, in form and substance reasonably satisfactory to Purchaserits discretion, such property damage and liability insurance coverage may collect from Borrowers by charging the same as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controla Revolving Loan).

Conditions Precedent. This Third Amendment shall be effective on the date when the following conditions precedent have been satisfied: (a) The obligations Macquarie and the Company shall each have received this Third Amendment duly executed by Macquarie, the Company, Parent and Calumet Refining; (b) Macquarie shall have received the First Amendment To Fee Letter duly executed by Macquarie, the Company and Parent; (c) Macquarie and the Company shall each have received the Sixth Amendment to Supply and Offtake Agreement [Montana] duly executed by Macquarie, Calumet Montana Refining, LLC, Parent and the other parties thereto; (d) Macquarie and the Company shall each have received the Third Amendment to Fee Letter [Montana] duly executed by Macquarie, Calumet Montana Refining, LLC and Parent; (e) Macquarie shall have received executed copies of Seller under this documentation satisfactory to it that amend the SIP-Company Products Sales and Purchase Agreement and SIP-Macquarie Products Sales and Purchase Agreement to install extend the term of such agreements to be coterminous with the extended Expiration Date of the Supply and operate Offtake Agreement, as amended hereby; (f) Macquarie shall have received evidence of the Facilityconsent of Bank of America, N.A., as administrative agent under the Existing Credit Agreement, to construct and install this Third Amendment; (g) Macquarie shall have received, on or prior to the Additional FacilitiesThird Amendment Closing Date, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence payment of all fees, expenses and other amounts due, payable and required to be reimbursed or paid by the Company hereunder, under the Fee Letter or any other Transaction Document on or prior to such date; (h) Macquarie shall have received a certificate (i) signed by an appropriate officer of the following conditions:Company and (ii) signed by an appropriate officer of the Parent, in each case, certifying as to incumbency, due authorization, board approval and resolutions of such Person and certifying as to true and accurate copies of such Person’s organizational documents; (i) The Lease Macquarie shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procuredreceived an opinion of counsel of the Company, in form and substance reasonably satisfactory to SellerMacquarie, covering such property damage matters as Macquarie shall reasonably request, including: good standing; existence and liability insurance coverage as Seller may reasonably requiredue qualification; power and authority; due authorization and execution; enforceability of the Transaction Documents; and no breach or violation of the Existing Financing Agreements; (iiij) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Macquarie shall have received insurance certificates evidencing coverage for the full amount Company and the effectiveness of related insurance policies and endorsements as required by Article 16 of the Site Preparation Fee, if any; (iv) Purchaser Supply and Seller, as Offtake Agreement in respect of the case may be, shall have received all governmental authorizations, exceptions, exemptions Company’s ownership of Crude Oil and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriateProducts; and (viiik) Macquarie and the representations Company shall each have received such other documents and warranties of Purchaser set forth in this Agreement shall be true and correct when made and deliveries from each other as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlrequest.

Conditions Precedent. (a) The obligations of Seller Lender's obligation under this Agreement to install and operate make the Facility, initial Advance is subject to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence prior or concurrent satisfaction of all each of the following conditionsconditions precedent unless waived in writing by the Lender: (i) The Lease Contemporaneously with, or prior to, the execution and delivery of this Agreement, the Borrower shall have been executed deliver or cause to be delivered to the Lender each of the items listed in Schedule Two attached hereto and incorporated herein by each Party and such Lease shall be in effect;reference thereto. (ii) Purchaser The Collateral Documents shall be in full force and effect and the Borrower shall have procuredtaken or caused to be taken such actions so that, on the Closing Date, the Lender shall have valid and perfected liens on and security interests in form and substance reasonably satisfactory to Seller, the Collateral having priority over all other Liens in such property damage and liability insurance coverage as Seller may reasonably require;Collateral except Permitted Liens. (iii) The Parties representations and warranties contained in Article V shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E be true and F, and Schedule 2(c) hereto, and Seller shall have received correct on the full amount of the Site Preparation Fee, if any;Closing Date. (iv) Purchaser and Seller, as the case may be, No Event of Default shall have received all governmental authorizations, exceptions, exemptions occurred and permits needed in Seller's sole judgment for Seller to construct, install and operate be continuing on the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion;Closing Date. (v) Purchaser and SellerNo litigation, arbitration, proceeding or investigation by or before any Authority shall be pending, or to the knowledge of the Borrower, threatened which seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed transactions contemplated by or in Seller's sole judgment for Seller to sell Electric Power to Purchaser under connection with this Agreement without economicor the other Loan Documents or which might, financial in the opinion of the Lender, if adversely determined, be reasonably expected to have a Material Adverse Effect or other regulation, or be detrimental to the interests of the Lender with a degree of regulation that is acceptable respect to Seller in its sole discretion;the transactions contemplated hereby. (vi) All materials legal details and services proceedings in connection with the transactions contemplated by this Agreement shall be satisfactory to be provided by Purchasercounsel for the Lender, as set forth in Schedule 2(c) hereof if any, and the Lender shall have been contracted received originals or certified copies of such documents and proceedings in connection herewith and therewith as the Lender may request, all in form and substance satisfactory to counsel for or provided to Seller's reasonable satisfaction;the Lender. (vii) Seller No event or events shall have occurred and be satisfied with continuing on the Closing Date which, individually or in the aggregate, has or reasonably could be expected to have a Material Adverse Effect. (viii) The Lender shall have completed all business, environmental and legal due diligence deemed necessary or appropriate by the Lender (including without limitation, collateral audits of the Collateral) and the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect shall be satisfactory to the Purchaser, the Site Lender and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedits counsel. (bix) The obligations capital structure and ownership of Purchaser to purchase Electric Power under this Agreement the Borrower shall be conditioned on satisfactory to the satisfaction of all of the following conditions:Lender. (ix) The Lease shall have been executed by each Party and such Equipment Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaserthe Lender and, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) at a minimum, shall provide for a lease termination date later than the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlStandby Term Loan Maturity Date.

Conditions Precedent. (a) The obligations obligation of Seller under Purchaser to close the transaction described in this Agreement to install and operate the FacilityAgreement, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be unless waived in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided writing by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided be subject to Seller's reasonable satisfaction;the following conditions precedent (the “Conditions Precedent”): (vii1) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) All the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and in all material respects as of the date Effective Date and on the Closing Date. (2) Seller shall have performed in all material respects all covenants and agreements of Seller required by the terms of this Agreement. (3) Title to the Property shall be in the condition as required by Section 6 and shall not be subject to title exceptions other than the Permitted Encumbrances, such that all other conditions precedent the Title Company shall be irrevocably bound to issue to Purchaser an owner’s policy of title insurance in the amount of the Purchase Price issued by the Title Company (with such reinsurance as Purchaser may require), insuring that Purchaser is the owner of the Property subject only to the Permitted Encumbrances and the standard printed exceptions included in an ALTA standard form owner’s policy of title insurance; provided, however, that (A) no exception shall be made for the rights of parties in possession, and (B) the standard exception for taxes shall be limited to the year in which the Closing occurs. (4) As of the Closing, there shall be no parties in possession of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise. (5) There shall be no New Condition as defined in Section 10. (6) The Rezoning shall have been obtained in accordance with Section 5(c)(1) and shall remain in full force and effect. (7) As of the Closing, there shall have been no material adverse change in zoning or building moratorium laws or regulations relating to the Property since obtaining the Rezoning that would render any of the Purchase Price Assumptions untrue as of the Closing. (b) If, on the Closing Date, any of the Conditions Precedent set forth above in this Section 7 14(a) have not been satisfied, and Purchaser may, at its option, (vi) Seller has given waive such condition and proceed to close the sale and purchase of the Property hereunder, or (ii) terminate this Agreement by delivery of a written termination notice to Seller on or before the Closing Date, in which event the ▇▇▇▇▇▇▇ Money and any accrued interest shall be returned to Purchaser that free of any claim by Seller, and neither Party thereafter shall have any further rights or obligations to each other under this Agreement except as expressly provided otherwise in this Agreement. The terms of this Section 14 are not intended to vary, be in addition to, or contradict the Facility terms of Section 11 hereof and the mere failure of the occurrence of a Condition Precedent shall not be considered a default by Seller; provided, however, in the event a failed Condition Precedent is capable caused by a default of delivering Electric Power Seller, to the Point extent there is a conflict between this Section 14 and the terms of Delivery and that Section 11, the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and terms of Section 11 shall control.

Conditions Precedent. This Amendment shall become effective upon the date that the last of the following events shall have occurred: (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Lender shall have received this Amendment, duly executed by the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedBorrower. (b) The obligations No Default shall have occurred and be continuing which constitutes an Event of Purchaser Default or would constitute an Event of Default upon the giving of notice or lapse of time or both, and no event or development which has had or is reasonably likely to purchase Electric Power under this Agreement have a Material Adverse Effect shall be conditioned on have occurred, in each case since the satisfaction date of all delivery to the Lender of the following conditions:Borrower's most recent financial statement. (c) the Lender shall have received (i) an officer's certificate, executed by the chief financial officer or chief executive officer of the Borrower, confirming the truth and accuracy of the representations and warranties contained in Section Two hereof and contained in Section Three (b) hereof, and (ii) a secretary's certificate, executed by the corporate secretary of the Borrower, in form reasonably satisfactory to the Lender. (d) the Lender shall have received a letter agreement from each of ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, duly executed by each of them, each in the form of Exhibit A of this Agreement. (e) the Lender shall have received a promissory note, duly executed by the Borrower, in the form of Exhibit B to this Agreement. (f) the Lender shall have received and reviewed to its satisfaction the results of a tax, lien and judgment search report, as of a recent date, conducted against the Borrower and its properties. (g) the Lender shall have received (i) financing statements on form UCC-1, to be filed against the Borrower, as debtor, suitable for recordation in all appropriate jurisdictions and (ii) financing statements on form UCC-3, to reflect the assignment to the Lender by Banc of America Commercial Finance Corporation of its security interests in the assets and properties of the Borrower, suitable for recordation in all appropriate jurisdictions. (h) the Lender shall have received an amendment, duly executed by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, to the Subordination Agreement dated as of August 31, 1999 executed by him in favor of Banc of America Commercial Financial Corporation, such amendment to be in the form of Exhibit C to this Agreement. (i) The Lease the Lender shall have been executed by each Party received a Certificate of Property Insurance evidencing the effectiveness of casualty insurance on the Borrower's assets and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits Cproperties, D, E and F, and Schedule 2(c) heretotogether with a loss payable endorsement form naming the Lender as loss payee with respect thereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.

Conditions Precedent. This Agreement shall be effective on the date when each of the following conditions precedent shall have been satisfied (such date, the “Effective Date”): (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser Agent shall be conditioned on the occurrence of all of the following conditions: have received (i) The Lease shall have been a counterpart signature page of this Agreement duly executed by each Party of the Credit Parties and such Lease shall be in effect; (ii) Purchaser a counterpart signature page of this Agreement duly executed by the Lenders. (b) The Agent shall have procuredreceived a duly executed and delivered amended registration rights agreement relating to the Existing Warrants (as defined below) and the Additional Warrants (as defined below), in form and substance satisfactory to the Borrower, USH I and USH II. (c) The Agent shall have received all fees and other amounts due and payable to the Agent on or prior to the date hereof, including to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Credit Document. (d) Each Credit Party shall have obtained all material consents necessary or advisable in connection with the transactions contemplated by this Agreement. (e) The Agent shall have received: (a) (i) an original duly executed and delivered amended and restated Stock Purchase Warrant, in form and substance satisfactory to the Borrower, USH I and USH II, amending and restating that certain Stock Purchase Warrant (Certificate No. W-1) dated as of November 17, 2010 issued to USH I and USH II, in exchange for the originally issued Warrant and (ii) an original duly executed and delivered amended and restated Stock Purchase Warrant, in form and substance satisfactory to the Borrower, USH I and USH II, amending and restating that certain Stock Purchase Warrant (Certificate No. W-2) dated as of November 30, 2010 issued to USH I and USH II, in exchange for the originally issued Warrant (the warrants referred to in clauses (i) and (ii), together, the “Existing Warrants”); and (b) (i) an original counterpart signature page of the Stock Purchase Warrant (the “Additional Warrants”) in form and substance satisfactory to the Borrower, USH I and USH II, delivery of such Additional Warrants to be in full substitution for the delivery of, and in satisfaction of the requirement to deliver such, Additional Warrants pursuant to that certain Waiver Agreement dated as of February 9, 2011, duly executed by the Borrower and (ii) copies of the favorable written opinions of counsel to the Credit Parties, each in form and substance reasonably satisfactory to Seller, the Agent (and each Credit Party hereby instructs such property damage and liability insurance coverage as Seller may reasonably require; (iiicounsel to deliver such opinions to the Agent) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the PurchaserExisting Warrants (as amended), Additional Warrants and the Site and any other matters transactions contemplated thereby (it being agreed that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement such opinions shall be true and correct when made and satisfactory to the Agent to the extent that such opinions are substantially the same as the opinions delivered to the Agent in connection with the Warrants issued on or about the Closing Date). Upon delivery to the Agent of the date that Additional Warrants and the Existing Warrants, (as amended), all other conditions precedent set forth such warrants shall be in this Section 7 full force and effect and shall have been satisfiedduly issued and delivered to USH I and USH II. (bf) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease Agent and Lenders shall have been executed by each Party and received such Lease shall be in effect; (ii) The other documents, information or agreements regarding Credit Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser Agent or Collateral Agent may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlrequest.

Conditions Precedent. (a) The obligations effectiveness of Seller under this Agreement Amendment is subject to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence satisfaction of all each of the following conditions: conditions precedent (i) The Lease shall have been executed by in the case of each Party and such Lease shall be in effect; (ii) Purchaser shall have procureddocument described below, in form and substance reasonably satisfactory to SellerAgent and Lenders and, such property damage at Agent's request, in sufficient copies for each Lender), unless satisfaction thereof is specifically waived in writing by Agent (terms defined in the Loan Agreement, as amended by this Amendment, being used in this Section 8 as so defined): (a) Agent shall have received this Amendment, duly executed and liability insurance coverage as Seller may reasonably requiredelivered by Borrowers and Lenders; (b) Agent shall have received (i) a certificate of a Senior Officer that each of the conditions precedent to the effectiveness of the Term Loan Documents (which shall include a waiver by Fleet of all defaults or events of default then existing thereunder) shall have been satisfied or waived by Fleet, (ii) true and correct executed or conformed copies of the Term Loan Documents, certified as such by a Senior Officer, which shall be in the same form as the final drafts thereof delivered to and approved by Agent and Lenders prior to the Amendment No. 1 Effective Date, and (iii) The Parties executed copies of all opinion letters delivered in connection with the Term Loan Documents and the transactions contemplated thereby, addressed to Agent and Lenders or accompanied by a written authorization from the firm delivering each such opinion letter stating that Agent and Lenders may rely upon such opinion letter as though it were addressed to them; (c) Agent shall have entered into an received a certificate of the Secretary or Assistant Secretary of each Borrower, having attached thereto the Organization Documents of such Obligor (or, if applicable, containing the certification of such Secretary or Assistant Secretary that no amendment or modification of such Organization Documents has become effective since the date on which such documents were last delivered to Agent and Lenders), that all corporate or company action, including shareholders' or members' approval, if necessary, has been taken by such Borrower and/or its shareholders or members to authorize the execution, delivery and performance of this Agreement incorporating agreed substitutions for Exhibits CAmendment and the other agreement, Dinstruments and documents contemplated hereby and containing the names and specimen signatures of each of the officers of such Borrower who is authorized to and will execute and deliver this Amendment and the other agreements, E instruments and Fdocuments contemplated hereby or, if applicable, to the further effect that the incumbency certificate most recently delivered to Agent and Schedule 2(cLenders remains in effect, unchanged; (d) hereto, and Seller Agent shall have received the full amount of the Site Preparation FeeSubordination Agreement, if anyduly executed and delivered by Agent, Fleet, Borrowers and Lenders; (ive) Purchaser and Seller, as the case may be, Agent shall have received all governmental authorizationsa Mortgage creating or purporting to create a Lien on the Tropical Real Properties, exceptions, exemptions duly executed and permits needed delivered by Tropical and in Seller's sole judgment appropriate form for Seller to construct, install and operate recording in the Facility at the Siteapplicable jurisdiction, and Agent shall have received evidence satisfactory to construct it that (i) Borrowers have paid, or made adequate provision for the payment on the Amendment No. 1 Effective Date of, all fees and install the Additional Facilitiestaxes, if any, payable in each case without conditionconnection with the recordation of such Mortgage and (ii) such Mortgage, or with conditions when recorded in form and substance acceptable to Seller in Seller's sole discretionthe applicable jurisdiction, will create a valid second Lien on the Tropical Real Properties; (vf) Purchaser No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of the Loan Documents or the consummation of the transactions contemplated thereby; (g) No Event of Default shall exist other than the Designated Default; (i) Borrowers shall have paid, or made provision for the payment on the date hereof of, all fees and Seller, as the case may be, expenses set forth in Section 11 hereof; (j) Agent shall have received all governmental authorizations, exceptions, exemptions such other documents and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, instruments as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller Lender through Agent may reasonably deems appropriaterequest; and (viiik) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other All conditions precedent set forth in this Section 7 have been satisfied10 are satisfied on or before September 15, 2003. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.

Conditions Precedent. This Amendment No. 7 shall only be effective upon the satisfaction of each of the following conditions precedent in a manner reasonably satisfactory to Agent: (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease Agent shall have been received counterparts of this Amendment No. 7, duly authorized, executed and delivered by each Party Borrowers, Guarantors and such Lease shall be in effectLenders; (iib) Purchaser Agent shall have procuredreceived, in form and substance reasonably satisfactory to SellerAgent, such property damage true, correct and liability insurance coverage complete copies of all Term Loan Documents, as Seller may reasonably requireduly authorized, executed and delivered by the parties thereto; (iiic) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Agent shall have received the full amount a true and correct copy of the Site Preparation Feeeach consent, waiver or approval (if any; (iv) Purchaser to or of this Amendment No. 7, which Borrowers and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller Guarantors are required to construct, install and operate the Facility at the Siteobtain from any other Person, and to construct and install the Additional Facilitiessuch consent, approval or waiver (if any, in each case without condition, or with conditions ) shall be in form and substance acceptable reasonably satisfactory to Seller in Seller's sole discretionAgent; (vd) Purchaser and Seller, as the case may be, Agent shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procuredreceived, in form and substance reasonably satisfactory to PurchaserAgent, such property damage true, correct and liability insurance coverage complete copies of the Intercreditor Agreement, duly executed by Term Loan Agent and as Purchaser may reasonably requireacknowledged and consented to by Borrowers and Guarantors; (ive) Agent shall have received, in form and substance reasonably satisfactory to Agent, Certificates from the Secretary or similar officer or authorized representative of each Borrower and Guarantor (i) attesting to (among other things) the representations resolutions of such Borrower’s or Guarantor’s Board of Directors or other governing board authorizing its execution, delivery and warranties of Seller set forth in this Agreement shall be true and correct when made and as performance of the date that all other conditions precedent set forth Amendment Documents to which it is a party and the transactions contemplated thereby, (ii) to the extent applicable, authorizing specific officers of such Borrower or Guarantor to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers or authorized representatives of such Borrower or Guarantor; (f) Agent shall have received evidence, in this Section 7 form and substance reasonably satisfactory to Agent, of the closing of the transactions contemplated by the Term Loan Agreement, resulting in the receipt by Borrowers of net cash proceeds of the loans thereunder of not less than $70,000,000; (g) Agent shall have been satisfiedreceived, in form and substance reasonably satisfactory to Agent, duly executed payoff letters and lien releases with respect to the Existing Term Loan Facility; and (vh) Seller has given notice to Purchaser that Agent shall have received in cash the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlamendment fee described in Section 11 hereof.

Conditions Precedent. (a) The obligations of Seller under and Buyer to consummate this Agreement transaction is subject to install and operate the Facility, fulfillment at or prior to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all Closing Date of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount consummation of the Site Preparation Feepurchase by ▇▇▇▇▇▇ Bancorp, if any; Inc. (iv“▇▇▇▇▇▇”) Purchaser and Sellerof common stock of Citizens Financial Bank, Inc. from Buyer, as the case may be, shall have received all governmental authorizations, exceptions, exemptions contemplated by that certain Stock Purchase Agreement between ▇▇▇▇▇▇ and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and Buyer dated as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedOctober 22, 2004. (b) The obligations of Purchaser Buyer to purchase Electric Power under this Agreement shall be conditioned on consummate the satisfaction of all of transaction are subject to the following conditionsfollowing: (i) i. The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement Contract shall be true and correct when made as of the date of this Contract and as of the date of Closing as though made on and as of the date of Closing (except that representations and warranties that by their terms speak as of the date of this Contract or some other date shall be true and correct as of such date), and Buyer shall have received a certificate, dated the date of Closing, signed on behalf of Seller by the Chief Executive Officer and the Chief Financial Officer of Seller to such effect. ii. No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and prohibits consummation of the sale contemplated herein. iii. Seller shall have performed in all other conditions precedent set forth material respects all obligations required to be performed by Seller under this Contract at or prior to the date of Closing, and Buyer shall have received a certificate, dated the date of Closing, signed on behalf of Seller by the Chief Executive Officer and the Chief Financial Officer of Seller to such effect. iv. Buyer shall have obtained from a qualified appraiser of Buyer’s choosing an appraisal of the Property showing an appraised value of not less than Two Million Three Hundred Thousand Dollars ($2,300,000). v. Buyer’s inspection of the Property, including, without limitation, all materials required to be delivered by Seller under this Contract, shall not have disclosed any Material Defect in the Property. For purposes of this Section 7 have Contract, “Material Defect” shall mean the existence of (i) a lien or encumbrance on the legal title to the Property, which materially detracts from the value of the Property, (ii) any discharge, disposal, release or emission of any Hazardous Substance in the ground or the structure of the Property or the existence of any underground storage tank for which Buyer has been satisfied, and (v) Seller has given notice to Purchaser advised in writing by its legal counsel that the Facility tank is capable not in compliance with Federal, state or local laws and in which Buyer reasonably believes, based on the advice of delivering Electric Power to the Point of Delivery its legal counsel and its environmental consultant/contractor, that the Additional Facilities have been constructedamount of expense or liability which Buyer could reasonably incur or for which it could reasonably become responsible or liable following consummation of the transactions contemplated by this Contract at any time or over any period of time could equal or exceed $50,000, installedor (iii) material deficiencies in the plumbing, and delivered into Purchaser's care custody and controlelectrical, HVAC, drive thru air transport system, roof, walls, or foundations of the Property as to which Buyer reasonably believes the cost of repairs or corrections would equal or exceed $50,000 in the aggregate.

Conditions Precedent. (a) The obligations of Seller under this Agreement Lender’s obligation to install and operate modify the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all terms of the following conditions: (i) The Lease shall have been executed by each Party Loan Agreement and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, Loan Documents as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided herein is subject to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions:conditions precedent (any of which may be waived by Lender in its sole discretion): 7.1 Lender shall have received a fully-executed original of this Agreement (i) including an original of the executed Guarantor’s Consent attached hereto). 7.2 Lender have received an original of each Amendment Agreement (Short Form), each of even date herewith (collectively, the “Short Forms”), fully executed and acknowledged by Borrower and consented to by all applicable Subordinate Rights Holders. 7.3 The Lease Short Forms shall have been executed recorded in the official records of the counties in which each Project is located in accordance with Lender’s instructions to the Title Company, in addition to all other documents which Lender may reasonably request to be recorded. 7.4 Lender shall have received such endorsements to each existing Title Policy (or commitments by the Title Company to issue the same in form acceptable to Lender) as Lender shall reasonably request to insure the validity and continuing first position liens of the Deeds of Trust, as amended hereby, including without limitation a CLTA 110.5 endorsement (or its local equivalent). 7.5 Lender shall have received a current good standing certificate of Borrower (and its managing member) issued by the applicable Secretary of State of the state of each such entity’s formation. 7.6 Lender shall have received a current good standing certificate of Borrower issued by each Party and such Lease shall be state in effect;which each Qualified Project included in the Borrowing Base is located. (ii) The Parties 7.7 No change shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits Coccurred in the financial condition of Borrower, DGuarantor or any Project, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procuredwhich would have, in form and substance reasonably satisfactory Lender’s sole judgment, a material adverse effect on such Project or on Borrower’s or Guarantor’s ability to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) repay the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and Loan or otherwise perform their respective obligations under the Loan Documents as of the date that hereof. 7.8 No condemnation or adverse zoning or usage change proceeding shall have occurred or shall have been threatened against any Project; no Project shall have suffered any significant damage by fire or other casualty which has not been repaired; no law, regulation, ordinance, moratorium, injunctive proceeding, restriction, litigation, action, citation or similar proceeding or matter shall have been enacted, adopted, or threatened by any governmental authority, which would have, in Lender’s judgment, a material adverse effect on Borrower or any Project as of the date hereof. 7.9 The representations and warranties contained in the Loan Agreement and in all other conditions precedent set forth Loan Documents shall remain true and correct as of the date hereof. 7.10 No Event of Default or Unmatured Event of Default shall have occurred and be continuing. 7.11 Borrower shall have reimbursed Lender for all costs and expenses incurred by Lender in connection with the transaction contemplated by this Section 7 have been satisfiedAmendment Agreement, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructedincluding title insurance costs, installedrecording fees, and delivered into Purchaser's care custody attorneys’ fees and controlcosts.

Conditions Precedent. This Amendment shall only become effective upon the date (the “Amendment No. 5 Effective Date”) on which each of the following conditions precedent shall have been satisfied in a manner reasonably satisfactory to the Administrative Agent: (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease Administrative Agent shall have been received counterparts of this Amendment, duly authorized, executed and delivered by each Party Holdings, the Borrowers and such Lease shall be in effectthe Required Lenders; (iib) Purchaser the Administrative Agent shall have procuredreceived a fully executed copy of the Loan and Security Agreement, dated as of the date hereof (the “ABL Agreement”), among the Loan Parties, the other borrowers party thereto, the Revolving Loan Agent and the Revolving Loan Lenders, in form and substance reasonably satisfactory to Sellerthe Administrative Agent, together with a certificate of a Responsible Officer of the Borrower Agent certifying that each such property damage document is a true, correct, and liability insurance coverage as Seller may reasonably requirecomplete copy thereof; (iiic) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller the Administrative Agent shall have received the full amount a fully executed copy of the Site Preparation FeeIntercreditor Agreement, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and dated as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. hereof (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of “Intercreditor Agreement”), between the following conditions: (i) The Lease shall have been executed by each Party Revolving Loan Agent and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procuredthe Administrative Agent, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably requirethe Administrative Agent; (ivd) the Administrative Agent shall have received a fully executed copy of the HHG Note, together with a certificate of a Responsible Officer of the Borrower Agent certifying that each such document is a true, correct, and complete copy thereof; (e) the Administrative Agent shall have received a fully executed copy of the Subordination Agreement, dated as of the date hereof, between the Administrative Agent, Hydrofarm Holdings Group, Inc., the Borrowers and the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (f) after giving effect to this Amendment, the ABL Agreement, the HHG Note and the HHG Subordination Agreement and the transactions contemplated hereby and thereby, all representations and warranties of Seller set forth contained in this Amendment, the Credit Agreement and each of the other Loan Documents shall be true and correct when made in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the text thereof) on and as of the date Amendment No. 5 Effective Date as if made on the Amendment No. 5 Effective Date, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the text thereof) as of such date; (g) after giving effect to this Amendment, the ABL Agreement, the HHG Note and the HHG Subordination Agreement and the transactions contemplated hereby and thereby, no Default or Event of Default shall exist or have occurred and be continuing as of the Amendment No. 5 Effective Date; (h) the Loan Parties shall have paid all other reasonable costs and expenses of the Administrative Agent (including reasonable and documented legal fees and expenses) incurred in connection with the preparation and execution of this Amendment and incident to all proceedings in connection with, transactions contemplated by, and documents relating to this Amendment and the Loan Documents, which payment shall be nonrefundable; (i) the Administrative Agent shall have received a certificate, duly executed by a Responsible Officer of Borrower Agent, certifying as to the solvency on the Amendment No. 5 Effective Date, after giving effect to this Amendment, the ABL Agreement, the HHG Note and the HHG Subordination Agreement and the transactions contemplated hereby and thereby, of Holdings and its Subsidiaries; (j) the Administrative Agent shall have received a certificate executed by a Responsible Officer or member of each Loan Party, certifying in the name of and on behalf of such Loan Party that (A) a true, correct and complete copy of its charter document, with all amendments thereto (as certified by the Secretary of State or similar state official), is attached to the certificate, (B) a true, correct and complete copy of its operating agreement or bylaws, with all amendments thereto, is attached to the certificate, (C) a correct and complete copy of the resolutions of its members or shareholders authorizing the execution, delivery and performance of this Amendment are attached to the certificate, and such resolutions have not been subsequently modified or repealed, (D) a certificate of good standing dated within a reasonably close period of time prior to the Amendment No. 5 Effective Date for such Loan Party issued by the Secretary of State or similar state official for the state in which such Loan Party is incorporated, formed or organized and (E) signature and incumbency certificates of its officers executing this Amendment, all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification; (k) the Administrative Agent shall have received a copy of a duly executed payoff letter and UCC-3 termination statements with respect to the Revolving Loan Agreement (as defined prior to giving effect to this Amendment); and (l) the Administrative Agent shall have received a closing certificate executed by a Responsible Officer of the Borrower Agent, certifying in the name of and on behalf of the Borrower Agent that the conditions precedent set forth in this Section 7 2 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.

Conditions Precedent. (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser This Amendment shall be conditioned on the occurrence of become effective when all of the following conditions: (i) The Lease , the satisfaction of each of which is a condition precedent to the effectiveness of this Amendment, shall have occurred or shall have been executed waived in writing by LaSalle. (A) LaSalle shall have received and reviewed each Party and such Lease of the following, which shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Sellerit: (i) this Amendment, such property damage duly executed by each Borrower and liability insurance coverage as Seller may reasonably requireParent, and by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇; (ii) an Amended and Restated Revolving Note, in the form of EXHIBIT A hereto, in the principal amount of $35,000,000, duly executed by each Borrower; (iii) The Parties shall have entered into an amendment opinion of counsel to the Borrowers and Parent regarding each Borrower's and Parent's due incorporation, valid existence, good standing and power and authority to execute this Agreement incorporating agreed substitutions for Exhibits CAmendment, Dthe due authorization, E execution and Fdelivery of this Amendment by each Borrower and Parent, the enforceability of this Amendment against each Borrower and Parent, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations as LaSalle and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser its counsel may reasonably require; (iv) a Certificate of the Secretary or Assistant Secretary of each Borrower and of Parent (A) relating to the adoption of resolutions by each such Borrower's and Parent's respective Board of Directors approving this Amendment and the other documents executed or delivered in connection herewith by such party, (B) certifying that no amendments have been made to each such Borrower's or Parent's Certificate of Incorporation, as amended, other than the Certificate of Designations and Preferences executed on December 14, 2001, and each such Borrower's or Parent's by-laws, as amended, since September 24, 2001, and (C) further certifying the names and incumbency of officers of each such Borrower and of Parent authorized to sign this Amendment and all other documents executed or delivered in connection herewith, and the names and validity of signatures of such officers. (B) LaSalle shall have received payment, in cash, of an amendment fee in the amount of $25,000, which fee shall be non-refundable and deemed fully earned when paid, and the Borrowers authorize LaSalle to charge any loan account of the Borrowers for such fee. (C) All representations and warranties of Seller set forth in this the Loan Agreement (except for such inducing representations and warranties that were only required to be true and correct as of a prior date) shall be true and correct when made in all material respects on and as of the effective date that all other conditions precedent set forth in this Section 7 hereof, and no Default or Event of Default shall have been satisfied, andoccurred and be continuing. (vD) Seller No event or development shall have occurred since _________, 2002 which event or development has given notice had or is reasonably likely to Purchaser that have a Material Adverse Effect. (E) LaSalle shall have received a certificate from each Borrower and Parent, executed by the Facility is capable chairman of delivering Electric Power each such party, as to the Point truth and accuracy of Delivery paragraphs (c) and that the Additional Facilities have been constructed, installed(d) of this SECTION TWO. (F) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance to LaSalle and its counsel, and delivered into PurchaserLaSalle and its counsel shall have received all information and copies of all documents which it or its counsel may have reasonably requested in connection herewith and the matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authorities. (G) There shall be no action, suit or proceeding pending or to any Borrower's care custody or Parent's knowledge overtly threatened against any Borrower or Parent before any court (including any bankruptcy court), arbitrator or governmental or administrative body or agency which challenges or relates to the consummation of this Amendment or the other transactions contemplated herein. (H) LaSalle shall have received such further agreements, consents, instruments and controldocuments as may be necessary or proper in the reasonable opinion of LaSalle and its counsel to carry out the provisions and purposes of this Amendment.

Conditions Precedent. 4.1 The following shall be the conditions precedent for disbursal of the Loan or any tranche thereof; A. The Borrower meets the Lender's requirement of creditworthiness. The Lender shall be entitled to make or cause to be made inquiries of such nature as the Lender may deem fit of the credit worthiness of the Borrower. The Lender shall be further entitled to call for such credentials from the Borrower as may be required to prove the creditworthiness of the Borrower. B. The Borrower shall, prior to receiving the disbursal of the Loan, have utilised his own contribution, i.e. the cost of purchase of the Property or plot of land less loan availed/to be availed from the Lender unless specified by the Lender. C. The Borrower/ Security Provider shall have an absolute, clear and marketable title to the Property and that the Property is absolutely unencumbered and free from any liability and prior charges whatsoever. D. No Event of Default/cross-default shall have occurred and/or is continuing. E. Any disbursement of the Loan and/or tranche thereof shall, at the time of request therefore, be required immediately by the Borrower for the sole and exclusive Purpose of the Borrower as stated in the Loan Application, and the Borrower shall produce such evidence of the proposed utilization of the proceeds of the disbursement of the Loan or any tranche thereof as is satisfactory to the Lender as and when required by the Lender. F. No extraordinary or other circumstances shall have occurred which shall make it improbable for the Borrower to fulfill his/its obligations under this Agreement. G. The Borrower shall have executed and delivered a money bond or a demand promissory note and a letter of continuity in favour of Lender for the amount of the Loan. H. The Borrower shall have satisfied the Lender to the effect that there is no action, suit, proceedings or investigation pending or to the knowledge of the Borrower, or is threatened by or against the Borrower, before any court of law or tribunal or any other competent Government Authority which might have a effect on the financial and other affairs of the Borrower or which might put into question the validity or performance of this Agreement and/or other Transaction Documents executed by the Borrower in favour of the Lender. I. The Borrower shall have satisfied the Lender about the utilization by the Borrower of the proceeds of any prior disbursements. J. No Material Adverse Effect shall have occurred and/or is subsisting. K. If applicable, the Borrower shall have provided certified true copies of the resolution of the members of the Borrower as stipulated under Section 180 (1) (a) and Section 180 (1) (c) of the Companies ▇▇▇ ▇▇▇▇, wherever applicable, along with certificate a from Chartered Accountant/Company Secretary for compliance of the requirement of Section 180 (1) (a) and Section 180 (1) (c) of the Companies ▇▇▇ ▇▇▇▇. L. The obligations Borrower shall have provided certified true copies of Seller under this Agreement board resolutions and shareholder resolutions, which have been passed by the Board and the shareholders of the Borrower, respectively, for the purposes of enabling the Lender to install and operate undertake 'strategic debt restructuring' of the Loan Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease which resolutions shall be in effect;such form and manner as may be acceptable to the Lender. (ii) Purchaser M. The Borrower shall have procured, in form and substance reasonably satisfactory provided certified true copies of all corporate authorizations (both board resolutions as well as shareholder resolutions) of the Security Providers as are required for the entry by the Security Providers into the Transaction Documents to Seller, such property damage and liability insurance coverage as Seller may reasonably require;which they are party. (iii) N. The Parties Borrower shall have entered into an amendment provided all such other information as may be required by the Lender pertaining to this Agreement incorporating agreed substitutions for Exhibits Cthe Borrower and the Security Provider, Dincluding their respective registration details under the Goods and Services Tax Act, E and F, and Schedule 2(c) hereto, and Seller 2017. O. The Security Provider shall have received created and perfected the full amount Security as set out in the Sanction Letter. P. The Borrower shall have provided self-attested copies of the Site Preparation Fee, if any;insurance policies taken in respect of Property. (iv) Purchaser and Seller, as the case may be, Q. The Borrower shall have received made payment of all governmental authorizations, exceptions, exemptions fees and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services expenses to be provided paid by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction;the Borrower. (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all R. Such other conditions precedent as set forth out in this Section 7 have been satisfiedthe Sanction Letter. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.

Conditions Precedent. (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser This Amendment shall be conditioned on the occurrence of not become effective until all of the following conditions: (i) The Lease , the fulfillment of each of which is a condition precedent to the effectiveness of this Amendment, shall have occurred or shall have been executed waived in writing by each Party the Agent and such Lease shall be in effect;the Lenders. (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iiia) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E Agent and F, and Schedule 2(c) hereto, and Seller each of the Lenders shall have received a fully executed counterpart or original of this Amendment, together with all schedules and exhibits hereto appropriately completed to the full amount of the Site Preparation Fee, if any;extent required. (ivb) Purchaser Upon the effectiveness of this Amendment, all representations and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as warranties set forth in Schedule 2(c) hereof if any, shall have been contracted the Loan Agreement (except for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the inducing representations and warranties that were only required to be true and correct as of Purchaser set forth in this Agreement a prior date) shall be true and correct when made in all material respects on and as of the effective date that all other conditions precedent set forth in this Section 7 hereof, and no Default or Event of Default shall have been satisfiedoccurred and be continuing. (bc) The obligations No event or development shall have occurred since the date of Purchaser delivery to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all Lenders of the following conditions: (i) The Lease shall Borrowers' most recent financial statements which event or development has had or is reasonably likely to have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) heretoa Material Adverse Effect. (iiid) Seller The Agent shall have procuredreceived a certificate from Smit▇ ▇▇▇ironmental, executed by its Chief Executive Officer or other authorized officer, as to the accuracy and completeness of the representations and warranties contained in Section 3 hereof. (e) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance reasonably satisfactory to Purchaserthe Lenders and their counsel, and the Lenders and their counsel shall have received all information and copies of all documents which the Lenders and their counsel may have requested in connection herewith and the matters contemplated hereunder, such property damage and liability insurance coverage as Purchaser may reasonably require;documents, when requested by them, to be certified by appropriate corporate authorities. (ivf) The Lenders shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the representations reasonable opinion of the Lenders, the Agent and warranties their counsel to carry out the provisions and purposes of Seller set forth this Amendment. (g) The Agent shall have received from Smit▇ ▇▇▇ironmental, for the pro rata benefit of the Lenders, a non-refundable fee, in this Agreement cash, in the amount of $2,000, which fee shall be true and correct when made and paid by the Agent's debit of the loan account of Smit▇ ▇▇▇ironmental, effective as of the opening of business on the date that all other conditions precedent set forth in of execution of this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlAmendment.

Conditions Precedent. 3.1 This AGREEMENT shall become effective upon the last to occur of (a) The obligations the date of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been executed written notification by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect either PARTY to the Purchaserother PARTY of approval by INPI of this AGREEMENT, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations the date of Purchaser written notification by either PARTY to purchase Electric Power under the other PARTY of approval by OCS of this Agreement shall be conditioned on the satisfaction of all AGREEMENT, and (c) registration of the following conditions: PRODUCT by ANVISA in the name of PROTALIX or, along with Laboratórios Pfizer Ltda.'s approval to import the PRODUCT into Brazil set forth on Appendix V, in the name of Laboratórios Pfizer Ltda. (ithe later of (a), (b) The Lease and (c), the “EFFECTIVE DATE”). If for any reason the supply of the FINISHED PACKAGED PRODUCT by PROTALIX to FIOCRUZ becomes prohibited under Brazilian LAW, notwithstanding anything to the contrary herein, PROTALIX shall have been executed by each Party not be required to supply such FINISHED PACKAGED PRODUCT for so long as such supply is prohibited and such Lease FIOCRUZ shall be in effect; (ii) The Parties shall have entered into an amendment pay for any FINISHED PACKAGED PRODUCT already shipped to FIOCRUZ pursuant to the terms of this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) heretoAgreement. 3.2 FIOCRUZ shall, at its sole cost and expense, submit this AGREEMENT to the INPI for approval and recordation (iiiand take all other actions reasonably necessary to obtain such approval and recordation) Seller promptly following the EXECUTION DATE and shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as promptly notify PROTALIX of the date that approval and recordation of this AGREEMENT by INPI. PROTALIX shall, at its sole cost and expense, submit this AGREEMENT to the OCS for approval (and take all other conditions precedent set forth in actions reasonably necessary to obtain such approval) promptly following the EXECUTION DATE and shall promptly notify FIOCRUZ of the approval of this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlAGREEMENT by OCS.

Conditions Precedent. Due Diligence 7.1 For a period of not less than thirty (a30) The obligations days from the date of Seller under this Agreement Agreement, Ivanhoe will be entitled to install conduct thorough evaluations and operate investigations respecting Entrée and the FacilityEntrée Subsidiary and their respective ownership, to construct assets, liabilities (actual and install the Additional Facilitiescontingent) and all related technical and engineering information, books and records, financial statements, agreements, licenses, permits, concessions and authorizations, of every nature and other documentation, if any, and relating to sell Electric Power to Purchaser shall be conditioned on the occurrence of each or all of them. As part of its due diligence investigations, Ivanhoe may, at its own expense, instruct counsel of its choosing to prepare a legal opinion (the following conditions"Local Counsel Opinion") pertaining to the status, under the Laws of Mongolia, of the Existing Licenses and the Project Property, the efficacy, under the Laws of Mongolia, of the Surface Access Rights and such other matters of Mongolian Law as Ivanhoe, acting reasonably considers appropriate. For these purposes, Entrée will grant to Ivanhoe and its duly authorized directors, officers, employees, agents and advisors access in a timely manner to all documents (and copies thereof), information and personnel relevant to such investigations and will (and will cause of its subsidiaries to) cooperate fully and in a timely manner with all reasonable requests by Ivanhoe, its directors, officers, employees, agents and advisors in respect of such evaluations and investigations. All information so obtained by Ivanhoe will be deemed to be Confidential Information. If requested by Entrée, Ivanhoe will furnish Entrée with a copy of the Local Counsel Opinion. Exchange Approval 7.2 Entree's participation in the Subject Transactions is subject to the prior approval of the Exchange. Entrée hereby covenants and agrees to expeditiously apply for and use reasonable good faith efforts to obtain such consents, acceptances and approvals from the Exchange as may be necessary or desirable to fulfil its obligations hereunder and for the implementation of the Subject Transactions. Mutual Condition Precedent The respective obligations of the parties hereto to complete the Subject Transactions will be subject to the mutual conditions that: (ia) The Lease shall there will not be in force, on the Effective Date, any order or decree of a court of competent jurisdiction or any Governmental Authority restraining, interfering with or enjoining the consummation of the Subject Transactions. This condition precedent will be deemed to have been executed waived by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received both parties unless one of them gives Notice on the full amount of Effective Date that the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have condition has not been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriatesatisfied; and (viiib) the representations parties will have settled, executed and warranties of Purchaser set forth delivered the subscription agreement referred to in this Agreement shall be true Section 2.3 and correct when made and as will have agreed to the form of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all Joint Venture Agreement, within 30 days of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to execution of this Agreement incorporating agreed substitutions Agreement. Conditions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties Benefit of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.Entrée

Conditions Precedent. (a) The Conditions Precedent to the Participations in the Aircraft. It is agreed that the obligations of Seller under this Agreement the Owner Trustee, the Owner Participant, the Indenture Trustee, the Subordination Agent and the Pass Through Trustee on behalf of each Pass Through Trust to install and operate participate in the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned transactions contemplated hereby on the occurrence Delivery Date are subject to the fulfillment to the satisfaction of all each party (or waiver by such party), prior to or on the Delivery Date of the following conditionsconditions precedent, except that paragraphs (iii) and (v)(5), (xxi), (xxii) and (xxiii) shall not be a condition precedent to the obligations of the Pass Through Trustee, and paragraphs (iv), (vii) (insofar as it relates certificates and documents to be delivered by the Owner Participant) and (xiv) shall not be a condition precedent to the obligation of the Owner Participant and paragraph (xxv) shall not be a condition precedent to the obligations of the Subordination Agent: (i) At least three (3) Business Days prior to the Delivery Date, each of the parties hereto shall have received the Delivery Notice pursuant to Section 2(c). (ii) On the Delivery Date, no change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines or interpretations thereof by appropriate regulatory authorities which would make it a violation of law or regulations or guidelines for the Pass Through Trustee or the Owner Participant to make its Commitment available in accordance with Section 2. (iii) In the case of the Owner Participant, the Pass Through Trustees shall have made available the amount of their Commitments for the Aircraft in accordance with Section 2. (iv) In the case of the Pass Through Trustees, the Owner Participant shall have made available the amount of its Commitment for the Aircraft in accordance with Section 2. (v) The following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto, shall each be satisfactory in form and substance to the Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent and shall be in full force and effect and executed counterparts shall have been delivered to the Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent, or their respective counsel, provided that only the Subordination Agent on behalf of each Pass Through Trustee shall receive an executed original of such Pass Through Trustee's respective Equipment Note and provided, further, that an excerpted copy of the Purchase Agreement shall only be delivered to and retained by the Owner Trustee (but the Indenture Trustee shall also retain an excerpted copy of the Purchase Agreement which may be inspected by the Owner Participant and its counsel prior to the Delivery Date and subsequent to the Delivery Date may be inspected and reviewed by the Indenture Trustee if and only if there shall occur and be continuing an Indenture Event of Default), the chattel paper counterpart of the Lease and the Lease Supplement covering the Aircraft dated the Delivery Date shall be delivered to the Indenture Trustee, the Tax Indemnity Agreement need only be satisfactory to the Owner Participant and Lessee and shall only be delivered to Lessee and the Owner Participant and their respective counsel: (1) an excerpted copy of the Purchase Agreement (insofar as it relates to the Aircraft); (2) the Purchase Agreement Assignment; (3) the Lease; (4) a Lease Supplement covering the Aircraft dated the Delivery Date; (5) the Tax Indemnity Agreement; (6) the Trust Agreement; (7) a Trust Indenture and Trust Supplement covering the Aircraft dated the Delivery Date; (8) the B▇▇▇ of Sale; (9) the FAA B▇▇▇ of Sale; (10) an acceptance certificate covering the Aircraft in the form agreed to by the Owner Participant and Lessee (herein called the "Acceptance Certificate") duly completed and executed by the Owner Trustee or its agent, which may be a representative of Lessee, and by such representative on behalf of Lessee; (11) the Trust Indenture; (12) the Equipment Notes; and (13) the Consent and Agreement. In addition, the Pass Through Trustee and the Owner Participant each shall have received executed counterparts or conformed copies of the following documents: (1) each of the Pass Through Trust Agreements; (2) the Intercreditor Agreement; and (3) the Liquidity Facility for each of the Class A, Class B and Class C Pass Through Trusts. (vi) A Uniform Commercial Code financing statement or statements covering all the security interests created by or pursuant to the Granting Clause of the Trust Indenture that are not covered by the recording system established by the Transportation Code shall have been executed and delivered by each Party the Owner Trustee, and arrangements satisfactory to the Owner Participant and the Indenture Trustee shall have been made for the filing of such Lease financing statement or statements in all places necessary or advisable, and any additional Uniform Commercial Code financing statements deemed advisable by the Owner Participant or the Pass Through Trustee shall be in effect;have been executed and delivered by Lessee or the Owner Trustee and arrangements satisfactory to the Owner Participant and the Indenture Trustee shall have been made for the filing of such financing statements. (iivii) Purchaser The Owner Trustee, the Owner Participant, the Indenture Trustee, Pass Through Trustee and the Subordination Agent shall have procuredreceived the following, in each case in form and substance reasonably satisfactory to Seller, it (except it shall not be a condition to the obligation of any such property damage party that it receive a certificate or other document required to be delivered by it): (1) an incumbency certificate of Lessee as to the person or persons authorized to execute and liability insurance coverage as Seller may reasonably requiredeliver the Operative Documents to which the Lessee is a party and any other documents to be executed on behalf of Lessee in connection with the transactions contemplated hereby and the signatures of such person or persons; (iii2) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount a copy of the Site Preparation Feeresolutions of the board of directors of Lessee or Lessee's executive committee, if any; (iv) Purchaser certified by the Secretary or an Assistant Secretary of Lessee, duly authorizing the transactions contemplated hereby and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions execution and permits needed in Seller's sole judgment for Seller to construct, install and operate delivery of each of the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services documents required to be provided by Purchaser, as set forth executed and delivered on behalf of Lessee in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied connection with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriatetransactions contemplated hereby; and (3) a copy of the certificate of incorporation of Lessee, certified by the Secretary of State of , a copy of the by-laws of Lessee certified by the Secretary or Assistant Secretary of Lessee, and a certificate or other evidence from the Secretary of State of the State of , dated as of a date shortly prior to the closing, as to the due incorporation and good standing of Lessee in such state. (1) an incumbency certificate of the Indenture Trustee as to the person or persons authorized to execute and deliver the Operative Documents to which the Indenture Trustee is a party and any other documents to be executed on behalf of the Indenture Trustee in connection with the transactions contemplated hereby and the signatures of such person or persons; (2) a copy of the resolutions of the board of directors of the Indenture Trustee, certified by the Secretary or an Assistant Secretary of the Indenture Trustee, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of the Indenture Trustee in connection with the transactions contemplated hereby; (3) a copy of the articles of association of the Indenture Trustee certified by the Massachusetts Commissioner of Banks, a copy of the by-laws of the Indenture Trustee certified by the Secretary or an Assistant Secretary of the Indenture Trustee, and a certificate or other evidence from the Massachusetts Commissioner of Banks, dated as of a date shortly prior to closing, as to the due incorporation and good standing of the Indenture Trustee in such state; and (4) a certificate signed by an authorized officer of the Indenture Trustee, dated the Delivery Date, certifying that the representations and warranties contained herein of the Indenture Trustee are correct in all material respects as though made on and as of the Delivery Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date). (1) an incumbency certificate of the Owner Trustee as to the person or persons authorized to execute and deliver the Operative Documents to which the Owner Trustee is a party and any other documents to be executed on behalf of the Owner Trustee in connection with the transactions contemplated hereby and the signatures of such person or persons; (2) a copy of the resolutions of the board of directors of the Owner Trustee, certified by the Secretary or an Assistant Secretary of the Owner Trustee, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of the Owner Trustee in connection with the transactions contemplated hereby; (3) a copy of the articles of association of the Owner Trustee certified by the Comptroller of the Currency, a copy of the by-laws of the Owner Trustee certified by the Secretary or an Assistant Secretary of the Owner Trustee and a certificate or other evidence from the Comptroller of the Currency, dated as of a date shortly prior to closing, as to the good standing of the Owner Trustee; and (4) a certificate signed by an authorized officer of the Owner Trustee, dated the Delivery Date, certifying that the representations and warranties contained herein of the Owner Trustee (in its individual capacity and as trustee) are correct in all material respects as though made on and as of the Delivery Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date). (1) an incumbency certificate of the Owner Participant as to the person or persons authorized to execute and deliver the Operative Documents to which the Owner Participant is a party and any other documents to be executed on behalf of the Owner Participant in connection with the transactions contemplated hereby and the signatures of such person or persons; (2) a copy of the resolutions of the board of directors of the Owner Participant, certified by the Secretary or an Assistant Secretary of the Owner Participant, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of the Owner Participant in connection with the transactions contemplated hereby have been duly authorized; (3) a copy of the certificate of incorporation of the Owner Participant certified by the Secretary of State of the State of __________, a copy of the by-laws of the Owner Participant, each certified by the Secretary or an Assistant Secretary of the Owner Participant, and a certificate or other evidence from the Secretary of State of the State of ____________, dated as of a date shortly prior to closing, as to the due incorporation and good standing of the Owner Participant in such state; and (4) a certificate signed by an authorized officer of the Owner Participant, dated the Delivery Date, certifying that the representations and warranties contained herein of the Owner Participant are correct in all material respects as though made on and as of the Delivery Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date). (viii) All appropriate action required to have been taken prior to the Delivery Date in connection with the transactions contemplated by this Agreement shall have been taken by the Federal Aviation Administration, or any governmental or political agency, subdivision or instrumentality of the United States, and all orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by this Agreement shall have been issued, and all such orders, permits, waivers, authorizations, exemptions and approvals shall be in full force and effect on the Delivery Date. (ix) The Owner Trustee, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall have received a certificate signed by an authorized officer of Lessee to the effect that: (1) the Aircraft has been duly certified by the Federal Aviation Administration as to type and has a current certificate of airworthiness; (2) the FAA B▇▇▇ of Sale, the Lease, the Lease Supplement, the Trust Indenture and the Trust Supplement covering the Aircraft shall have been duly filed for recordation (or shall be in the process of being so duly filed for recordation) with the Federal Aviation Administration, and the Trust Agreement shall have been filed (or shall be in the process of being so filed) with the Federal Aviation Administration; (3) application for registration of the Aircraft in the name of the Owner Trustee (together with any required affidavits) has been duly made with the Federal Aviation Administration; and (4) the representations and warranties contained herein of Purchaser set forth Lessee are correct in this Agreement shall be true and correct when all material respects as though made on and as of the Delivery Date, except to the extent that such representations and warranties relate solely to an earlier date that all other conditions precedent set forth (in this Section 7 have been satisfiedwhich case such representations and warranties were correct on and as of such earlier date). (bx) [Reserved.] (xi) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on Owner Trustee, the satisfaction of all of Owner Participant, the following conditions: (i) The Lease Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall have been executed by received, addressed to each Party such party, and such Lease shall be reasonably satisfactory as to scope and substance to each addressee thereof, opinions dated the Delivery Date substantially in effect; the form of Exhibit B-1 hereto from Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ (ii) The Parties Illinois), special counsel for Lessee, and an opinion dated the Delivery Date substantially in the form of Exhibit B-2 hereto from Lessee's legal department, and the Owner Participant shall have entered into received, addressed to such party and reasonably satisfactory as to scope and substance to the Owner Participant, an amendment to this Agreement incorporating agreed substitutions opinion of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, special counsel for Exhibits CLessee, D, E and F, and Schedule 2(c) dated the Delivery Date substantially in the form of Exhibit B-2 hereto. (iiixii) Seller The Pass Through Trustee and the Owner Participant shall have procuredreceived, in form addressed to the Pass Through Trustee, the Indenture Trustee, the Owner Participant, the Owner Trustee and Lessee and reasonably satisfactory as to scope and substance to the Pass Through Trustee, the Owner Participant and Lessee, an opinion dated the Delivery Date substantially in the form of Exhibit C hereto from , special counsel to the Manufacturer and the Seller, and an opinion dated the Delivery Date substantially in the form of Exhibit C-2 hereto from Manufacturer's legal department, with respect to the Manufacturer Documents, with respect to the Manufacturer Documents. (xiii) The Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Subordination Agent shall have received, addressed to each such party, and reasonably satisfactory as to Purchaserscope and substance to each addressee thereof, such property damage and liability insurance coverage as Purchaser may reasonably require;an opinion dated the Delivery Date substantially in the form of Exhibit D hereto from Ray, Q▇▇▇▇▇▇ & N▇▇▇▇▇▇, special counsel for the Owner Trustee. (ivxiv) The Owner Trustee, the representations Indenture Trustee, the Pass Through Trustee and warranties the Subordination Agent shall have received, addressed to each such party, and reasonably satisfactory as to scope and substance to each addressee thereof, an opinion dated the Delivery Date substantially in the form of Seller set forth Exhibit E-1 hereto from ________________, special counsel for the Owner Participant, and an opinion dated the Delivery Date substantially in this Agreement shall be true and correct when made and as the form of Exhibit E-2 hereto from the date that all other conditions precedent set forth in this Section 7 have been satisfied, andOwner Participant's in-house counsel. (vxv) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.The Owner

Conditions Precedent. The amendments set forth herein shall be effective upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Lender: (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease Lender shall have been received an original of this Amendment, duly authorized, executed and delivered by each Party Borrowers and such Lease shall be in effectGuarantors; (iib) Purchaser all requisite corporate action and proceedings in connection with this Amendment and the other Amendment Documents shall have procured, be in form and substance reasonably satisfactory to SellerLender, and Lender shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which Lender may have requested in connection therewith, such property damage and liability insurance coverage as Seller may reasonably requiredocuments where requested by Lender or its counsel to be certified by appropriate corporate officers or governmental authorities; (iiic) The Parties Lender shall have entered into an amendment received payment in full of the outstanding principal amount of the Term Loan made by Lender to this German Borrower, plus all interest, costs, expenses and other charges payable under the charges payable under the Loan Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(cin connection therewith; (d) hereto, and Seller Lender shall have received the full amount of the Site Preparation Fee, if anyfee referred to in Section 4 hereof; (ive) Purchaser no Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default shall exist or have occurred and Seller, as be continuing after giving effect to the case may be, provisions hereof; (f) Lender shall have received all governmental authorizationsa true and correct copy of any consent, exceptionswaiver or approval to or of this Amendment or any of the other Amendment Documents, exemptions and permits needed in Seller's sole judgment for Seller which any Borrower or Guarantor is required to construct, install and operate the Facility at the Siteobtain from any other Person, and to construct and install the Additional Facilitiessuch consent, if any, in each case without condition, approval or with conditions waiver shall be in form and substance acceptable satisfactory to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriateLender; and (viiig) the representations and warranties aggregate Excess Availability of Purchaser set forth in this Agreement shall be true and correct when made and Borrowers as determined by Lender, as of the effective date that all other conditions precedent set forth in of this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement Amendment, shall be conditioned on the satisfaction not less than US Dollar Equivalent of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power US$10,000,000 after giving effect to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controltransactions contemplated hereunder.

Conditions Precedent. The following shall be conditions precedent to the effectiveness of this Amendment: (a) The obligations Administrative Agent shall have received the written consent of Seller under each of the Banks to its execution and delivery of this Amendment; (b) The ▇▇▇▇▇ Group shall have executed and delivered a written reaffirmation of the Subordination Agreement substantially in the form of Exhibit A hereto; (c) Borrower shall have issued the Master Note to install and operate the Facility, to construct and install the Additional Facilities, if anyAdministrative Agent, and shall have issued Discretionary Notes to sell Electric Power each Bank requesting a Discretionary Note; (d) Borrower shall have executed an Amendment to Purchaser the Deed of Trust, substantially in the form of Exhibit B hereto; (e) The Administrative Agent shall be conditioned on have received a legal opinion of counsel to Borrower and HRN with respect to the occurrence due authorization, execution and delivery of all this Amendment by Borrower and HRN, the enforceability thereof and such related matters as the Administrative Agent may reasonably request; (f) The Administrative Agent shall have received such certificates with respect to the authorization of this Amendment under Borrower's Partnership Agreement as it may reasonably request; (g) The Administrative Agent shall have received such estoppel certificates with respect to the HRN Master Lease as it may reasonably request; (h) The Administrative Agent shall have received a CLTA 110.5 endorsement to its policy of title insurance assuring the continued priority and perfection of the following conditions:Deed of Trust which is in a form acceptable to the Administrative Agent; (i) The Lease No Default or Event of Default shall have occurred and remain continuing and the Administrative Agent shall have received a certificate to that effect from Borrower; and (j) A Global Assignment and Release, substantially in the form of Exhibit D hereto, shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedBanks concurrently herewith. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.

Conditions Precedent. The effectiveness of the consent -------------------- in Section 2 above and the other amendments to the Financing Agreements provided for herein shall only be effective upon the satisfaction of each of the following conditions precedent in a manner reasonably satisfactory to Lender: (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease Congress shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procuredreceived, in form and substance reasonably satisfactory to SellerCongress, such property damage evidence that the Purchase Agreements have been duly executed and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment delivered by and to this Agreement incorporating agreed substitutions for Exhibits C, D, E the appropriate parties thereto and F, and Schedule 2(c) hereto, and Seller shall have received the full amount transactions contemplated under the terms of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall Purchase Agreements have been contracted for consummated prior to or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied contemporaneously with the results execution of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied.Amendment; (b) The obligations no Event of Purchaser to purchase Electric Power under this Agreement Default, or act, condition or event which with notice or passage of time or both would constitute an Event of Default shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall exist or have been executed by each Party and such Lease shall be in effectoccurred; (iic) The Parties Congress shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procuredreceived, in form and substance reasonably satisfactory to PurchaserCongress, such property damage an original of the Term Note, duly authorized, executed and liability insurance coverage as Purchaser may reasonably requiredelivered by Eastco Glove; (ivd) Congress shall have received true, correct and complete copies of the representations Purchase Agreements; (e) Congress shall have received, in form and warranties substance satisfactory to Congress, a Guarantee and Waiver, a General Security Agreement and UCC-1 financing statements, duly authorized, executed and delivered by PKI; (f) Congress shall have received, in form and substance satisfactory to Congress, an amended Exhibit 2.1 to the Covenants Supplement listing all the subsidiaries of Seller set forth in this Agreement shall be true each of Eastco and correct when made and Eastco Glove as of the date hereof; (g) Congress shall have received, in form and substance satisfactory to Congress, a Landlord Agreement by PR Industries in favor of Congress with respect to the location leased by Eastco Glove situated at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇; (h) Congress shall have received, in form and substance satisfactory to Congress, evidence that all other conditions precedent set forth in this Section 7 liens and encumbrances on the Purchased Assets have been satisfiedreleased by any such lien holders; (i) Congress shall have received, in form and substance satisfactory to Congress, copies of all documents and records with respect to requisite corporate actions and proceedings which Congress may have requested in connection with this Amendment and such documents where requested by Congress or its counsel to be certified by appropriate corporate officers or governmental authorities; and (vj) Seller has given notice to Purchaser that the Facility is capable Congress shall have received, an original of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructedthis Amendment, installedduly authorized, executed and delivered into Purchaser's care custody by Eastco, Eastco Glove, Puerto Rico Safety Equipment Corporation, Puerto Rico Safety Corporation, Disposable Safety Wear Inc., Safety Wear Corp. and controlPKI.

Conditions Precedent. This Amendment shall not become effective until, and shall become effective on, the Business Day when each of the following conditions shall have been satisfied (the “Effective Date”): (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been received this Amendment, duly executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedObligor. (b) The obligations Purchaser shall have consented to this Amendment as evidenced by its execution hereof. (c) The representations and warranties of Purchaser to purchase Electric Power under this Agreement the Obligors set forth in Section 4 hereof shall be conditioned on the satisfaction of all true and correct as of the following conditions:date of the execution and delivery of this Amendment and as of the Effective Date. Northeast Ohio Natural Gas Corp., et. al. Second Amendment and Waiver (d) Any consents from any holder or holders of any outstanding security or indebtedness of the Obligors and any amendments of agreements pursuant to which any securities or indebtedness may have been issued which shall be necessary to permit the consummation of the transactions contemplated hereby shall have been obtained and all such consents or amendments shall be reasonably satisfactory in form and substance to the Purchaser and its special counsel. (e) The Purchaser shall have received all reasonable and necessary final, non-appealable regulatory and other approvals in respect of the transactions contemplated by this Amendment and evidence that in respect of the transactions contemplated by this Amendment, the Obligors are in compliance with all applicable regulatory and statutory requirements. (f) All corporate and other proceedings in connection with the transactions contemplated by this Amendment and all documents and instruments incident to such transactions shall be satisfactory to the Purchaser and its special counsel, and the Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as the Purchaser or its special counsel may reasonably request. (g) The Purchaser shall have received such certificates of officers of the Obligors as it may reasonably request with respect to this Amendment and the transactions contemplated hereby. (h) The Obligors shall have paid the fees and disbursements of the Purchaser’s special counsel, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, incurred in connection with (i) the negotiation, preparation, execution and delivery of this Amendment and the transactions contemplated hereby and (ii) the negotiation and preparation of certain documents and agreements in connection with the potential issuance and sale to the Purchaser of additional senior secured guaranteed notes of the Issuers and the transactions contemplated thereby (which fees and disbursements shall be reflected in the statement of such special counsel delivered to the Obligors at least one Business Day prior to the proposed Effective Date). (i) The Lease Purchaser shall have been executed received by each Party and such Lease shall be wire transfer to its account specified in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power A to the Point of Delivery and that Note Purchase Agreement (or otherwise specified to the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlObligors in a separate writing) a non-refundable amendment fee equal to $5,000.

Conditions Precedent. (a) The obligations obligation of Seller under this Agreement Lender to install and operate make the Facility, Loan to construct and install Borrower is subject to the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller conditions precedent that Lender shall have received duly executed copies of each document relating to the full amount Loan listed on the last page of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions this Agreement in form and substance acceptable to Seller in Seller's sole discretion; Lender and its legal counsel (v) Purchaser and Sellerall such documents, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under together with this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) security documents relating to the representations Loan and warranties of Purchaser set forth in this Agreement shall be true and correct when made and any modifications thereof, are hereinafter collectively referred to as of the date that all other conditions precedent set forth in this Section 7 have been satisfied"LOAN DOCUMENTS"). (b) The obligations obligation of Purchaser Lender to purchase Electric Power under make the Loan shall be subject to the additional conditions precedent that Lender shall be furnished with, and shall have approved, such consents from Marine Bank and the financial institutions party to the Amended and Restated Credit Agreement dated as of February 15, 2000 (the "BANK CREDIT AGREEMENT"), among Parent, various financial institutions, BankBoston, N.A., as Syndication Agent, and Bank of America, N.A., as Administrative Agent, as may be required for Borrower to enter into this Agreement. (c) Lender's obligation to make the Loan shall be further subject to the conditions precedent that as of the date of this Agreement shall be conditioned with the same effect as if made on the satisfaction of all of the following conditionssuch date: (i) The Lease shall have been executed all representations and warranties made by each Party Borrower and such Lease shall be in effectParent to Lender under this Agreement and the other Loan Documents are true and correct; (ii) The Parties all documents and proceedings shall be reasonably satisfactory to legal counsel for Lender; (iii) no condition or event exists which constitutes an Event of Default (as hereinafter defined) or which, with the lapse of time and/or giving of notice, would constitute an Event of Default; (iv) all conditions precedent set forth in subparagraphs (a) and (b) above shall have been satisfied; and (v) no material adverse change in the financial condition of Borrower or Parent since the effective date of the most recent financial statements furnished to Lender by Borrower and Parent shall have occurred and be continuing. (d) Lender's obligation to advance any portion of the Loan with respect to the LandComp acquisition shall be subject to the condition precedent that Borrower and EAS shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, Plan of Merger with LandComp and Schedule 2(c) hereto. (iii) Seller shall have procured, the shareholders of LandComp in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth Lender in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlits sole discretion.

Conditions Precedent. (a) The obligations Lender’s consent hereunder is subject to the satisfaction of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all each of the following conditions: (ia) The Lease No Default or Event of Default shall have been executed by each Party occurred and be continuing as of the date of the consummation of the Transfer and Assumption. (b) All of the representations and warranties set forth in this Agreement and the other Loan Modification Documents are true, complete and correct as of the date of the consummation of the Transfer and Assumption. (c) Lender shall have received an assumption fee payable to Lender in the amount of $26,920.02. (d) Lender shall have received payment in full of all sums due and payable to Lender as of the date hereof under the Loan Documents. (e) Borrower, the other Borrowers and Guarantor shall execute and deliver to Lender the Loan Modification Documents, any related documents and such Lease shall be other documents, each in effect;form and substance satisfactory to Lender, as Lender may reasonably require in order to create, perfect against Borrowers and otherwise protect Lender’s security interests and liens on the Property. (iif) Purchaser Borrower and Guarantor shall have procuredprovide, or cause to be provided, to Lender UCC, tax lien, bankruptcy, litigation, judgment and Patriot Act searches, and such other searches as Lender may deem necessary or advisable, in respect of Borrowers, Guarantor, any direct or indirect owners of Borrowers and Guarantor, and any Person set forth on the organizational chart of Borrower attached to the Organizational Certificate, in form and substance reasonably satisfactory to SellerLender. (g) Borrower shall provide, or cause to be provided, to Lender copies of all agreements executed or to be executed in connection with the Transfer among Borrower, any of the Principals, Wu/Lighthouse Portfolio L.L.C., a Delaware limited liability company, Member, GTJ LLC, Guarantor and any other parties involved in the Transfer in any way, all of which documentation (i) Lender shall have a reasonable opportunity to review and (ii) shall be satisfactory to Lender in its reasonable discretion. (h) Borrower and Guarantor shall provide, or cause to be provided, to Lender certified copies of the organizational documents of Borrowers, Member, GTJ LLC, Guarantor and the other entities set forth on the organizational chart of Borrower attached to the Organizational Certificate, together with all amendments thereto, and evidence satisfactory to Lender that (i) Borrowers, Member, GTJ LLC, Guarantor and any other entities set forth on the organizational chart of Borrower attached to the Organizational Certificate are duly organized, validly existing and in good standing under the laws of the States in which such property damage entities were formed, (ii) Borrower and liability insurance coverage as Seller may reasonably require; Member are qualified to do business and are in good standing under the laws of the State of Connecticut, and (iii) The Parties Borrowers, Guarantor and any other entities set forth on the organizational chart of Borrower attached to the Organizational Certificate have the requisite power and authority to enter into the Transfer and the Assumption and to perform their respective obligations under the Loan Documents to which each such entity is a party and shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E obtained all necessary consents and Fapprovals, and Schedule 2(chave taken all necessary actions, in respect of the Transfer and the Assumption. (i) heretoBorrower shall provide, or cause to be provided, to Lender an ALTA Extended Coverage Mortgagee Policy of Title Insurance (the “Title Policy”) in the same form and Seller substance as the original title policy provided to Lender at the closing of the Loan in 2011, insuring the lien of the Mortgage, which Title Policy shall have received (i) be in the full current outstanding principal amount of the Site Preparation FeeLoan and include all of the title endorsements requested by Lender, if any; (ii) confirm that Borrower is the owner of the Property, (iii) name Lender as the insured party, (iv) Purchaser and Sellerbe dated the date of this Agreement, (v) state that the lien of the Mortgage, as modified by this Agreement, remains a first and prior lien against the case may beProperty subject to no liens, shall have received all governmental authorizations, exceptions, exemptions encumbrances or other exceptions or exclusions other than the Permitted Exceptions and permits needed in Seller's sole judgment real property taxes for Seller 2012 and subsequent years to construct, install the extent that such taxes are not yet due and operate the Facility at the Sitepayable, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions (vi) otherwise be in form and substance acceptable satisfactory to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedLender. (bj) The obligations of Purchaser Borrower shall provide, or cause to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all provided, to Lender an updated ALTA/ACSM survey of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procuredProperty, in form and substance reasonably satisfactory to PurchaserLender and substantially the same as provided to Lender at the closing of the Loan in 2011, showing that there exists no additional matters not shown on the survey delivered to Lender in connection with the closing of the Loan. (k) Outside counsel reasonably acceptable to Lender shall provide to Lender their opinions in form and substance satisfactory to Lender, collectively opining (a) that the Transfer, the Assumption, this Agreement, the Loan Modification Documents and all other documents executed in connection with the Transfer and the Assumption, and the transactions evidenced by this Agreement and the other Loan Modification Documents and all such property damage other documents executed in connection with the Transfer and liability Assumption, have been authorized by all necessary action by all applicable parties (other than Lender), (b) that this Agreement, the Loan Modification Documents, all other documents executed in connection with the Transfer and Assumption and the Loan Documents, as modified pursuant to this Agreement, the Loan Modification Documents and all other documents executed in connection with the Transfer and Assumption, are binding and enforceable against Borrower and/or Guarantor, as may be applicable, in accordance with their respective terms, (c) that each of Borrower, Member, GTJ LLC, Guarantor and each other Mortgagor Control Person (as applicable) is duly formed, validly existing and in good standing in its State of organization, (d) that Borrower and Member are qualified to transact business and in good standing in the State in which the Property is located, and (e) to such other matters as Lender may reasonably request. Lender hereby confirms that ▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP are each acceptable to Lender for purposes of this Section 14(k) with respect to Borrower’s and Guarantor’s obligations to provide an authority and enforceability opinion. (l) Borrower shall provide, or cause to be provided, to Lender a certificate of insurance reasonably acceptable to Lender evidencing compliance with the insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller requirements set forth in this Agreement Section 4.5 of the Mortgage and the Insurance Agreement, with financially sound and reputable insurance carriers satisfactory to Lender in its sole discretion. (m) The Property shall be true managed by a management company pursuant to a management agreement executed and correct when made delivered to Lender, which management company and management agreement shall be acceptable to Lender in its reasonable discretion, and such management company and Member shall execute the Subordination of Management Agreement (as defined on Exhibit B). (n) Upon the consummation of the date that all other conditions precedent Transfer, the direct and indirect membership interests in Borrower and the direct and indirect partnership interests in Member shall be as set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable organizational chart of delivering Electric Power Borrower attached to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlOrganizational Certificate.

Conditions Precedent. (a) The obligations effectiveness of Seller under this Agreement Amendment is subject to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditionsconditions precedent: (a) The Company and the Bank shall have executed and delivered this Amendment and the Participants shall have consented to this Amendment in the space provided for that purpose below. (b) The Bank shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) The Lease shall have been executed by each Party supplements to the existing Collateral Documents to confirm and such Lease shall be in effectassure that the same secure the various obligations of the Company under the Credit Agreement as amended hereby; (ii) The Parties shall have entered into an amendment endorsements (or binding commitments therefor) to each existing policy of title insurance insuring the liens of those existing Collateral Documents creating liens on real property to confirm that such policy insures that such Collateral Documents, as supplemented and contemplated by this Amendment, secure the various obligations of the Company under the Credit Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) heretoas amended hereby. (iiic) Seller Minot Food Packers, Inc. ("Minot") shall have procuredexecuted and delivered to the Bank a Security Agreement Re: Inventory, Farm Products and Receivables in form and substance reasonably satisfactory to Purchaserthe Bank, along with such property damage Uniform Commercial Code financing statements as the Bank may require. (d) The Bank shall have received copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and liability insurance coverage as Purchaser delivery of this Amendment and the other instruments and documents contemplated hereby to the extent the Bank or its counsel may reasonably require;request, including without limitation, copies of resolutions adopted by the board of directors of the Company and of Minot (certified by the secretary or assistant secretary of each such corporation) authorizing the execution and delivery of the instruments and documents contemplated hereby. (ive) Legal matters incident to the representations execution and warranties delivery of Seller set forth in this Agreement Amendment and the other instruments and documents contemplated hereby shall be true satisfactory to the Bank and correct when made its counsel and as the Bank shall have received the favorable written opinion of counsel for the date that all other conditions precedent set forth Company and Minot in this Section 7 have been satisfied, andform and substance satisfactory to the Bank. (vf) Seller has given notice The Participants and the Bank shall have executed and delivered a First Amendment to Purchaser Second Amended and Restated Participation Agreement and the Company shall have consented thereto. (i) with respect to Collateral Documents creating liens on real property and condition (b)(ii), then in that event, this Amendment shall become effective but the Facility is capable of delivering Electric Power Company shall, not later than January 29, 1999, provide to the Point of Delivery Bank the supplements to Collateral Documents creating liens on real property and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlendorsements which will satisfy such conditions.

Conditions Precedent. This Amendment shall become effective and be deemed effective as of the date first written above (the “Amendment Effective Date”) upon the satisfaction of the following conditions precedent: (a) The obligations of Seller under this Agreement to install and operate Borrower, the FacilityServicer, to construct and install the Additional Facilities, if anyAdministrator, and to sell Electric Power to Purchaser each Lender shall be conditioned have executed and delivered this Amendment. (b) The Administrator shall have received a duly executed Reaffirmation, Consent and Acknowledgment of the Performance Undertaking in the form attached hereto. (c) The Borrower, the Servicer, the Administrator, and each Lender shall have executed and delivered the Seventh Amended and Restated Fee Letter and each Lender and the Administrator shall have received all fees due and payable thereunder on the occurrence date hereof. (d) The Administrator shall have received the duly executed Joinder Agreement of all of The Yankee Candle Company, Inc. and Lifoam Industries, LLC (collectively the following conditions“New Originators” and each individually a “New Originator”) to the Receivables Contribution and Sale Agreement together with: (i) The Lease shall have been executed by a copy of each Party New Originator’s Credit and such Lease shall be in effectCollection Policy; (ii) Purchaser a certificate of an Authorized Officer of each New Originator (together with incumbency certificate, organizational documents, and resolutions); (iii) UCC, tax and judgment lien searches against each New Originator; (iv) UCC financing statements naming each New Originator as seller/debtor, Borrower as buyer/assignor and Administrator as secured party/total assignee; ; and (v) all consents from and authorizations by any Persons and all waivers and amendments to existing credit facilities necessary in connection with the Receivables Contribution and Sale Agreement. (e) The Administrator shall have procuredreceived favorable opinions of legal counsel to Jarden, the Servicer and each New Originator regarding corporate matters, enforceability, perfection, nonconsolidation and true sale, each in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require;the Administrator. (iiif) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Administrator shall have received the full amount a duly executed certificate of the Site Preparation Fee, if any;an Authorized Officer of Jarden that no Termination Event or Unmatured Termination Event exists and is continuing. (ivg) Purchaser and Seller, as the case may be, The Administrator shall have received all governmental authorizationssuch other agreements, exceptionsinstruments, exemptions and permits needed in Seller's sole judgment for Seller to constructdocuments, install and operate the Facility at the Sitecertificates, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, opinions as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser Administrator may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlrequest.

Conditions Precedent. (a) The obligations of Seller under this Agreement to install This Supplemental Indenture shall become effective and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned binding on each of the occurrence parties hereto upon the satisfaction or due waiver of all each of the following conditionsconditions precedent: (i) 1. The Lease consent of the Requisite Investors shall have been executed by each Party and such Lease shall be given in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received accordance with the full amount terms of the Site Preparation Fee, if any; (iv) Purchaser applicable Supplement and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or copy thereof provided to Seller's reasonable satisfaction;the Trustee. (vii) Seller 2. The Rating Agency Consent Condition shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) 3. The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease Trustee shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into received an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties Officer’s Certificate of Seller set forth in this Agreement shall be true and correct when made and ABRCF dated as of the date hereof to the effect that (i) no Amortization Event, Aggregate Asset Amount Deficiency, Enhancement Agreement Event of Default, Enhancement Deficiency, Loan Event of Default, AESOP I Operating Lease Vehicle Deficiency, Manufacturer Event of Default, Lease Event of Default, Potential Amortization Event, Potential Enhancement Agreement Event of Default, Potential Loan Event of Default, Potential Lease Event of Default, or Potential Manufacturer Event of Default is continuing or will occur as a result of the execution and delivery of this Supplemental Indenture, and (ii) the execution and delivery of this Supplemental Indenture will not result in any breach of any of the terms, conditions or provisions of or constitute a default under any indenture, mortgage, deed of trust or other agreement or instrument, including, without limitation, any Related Document, to which ABRCF is a party or by which it or its property is bound or any order of any court or administrative agency entered in the suit, action or other judicial or administrative proceeding to which ABRCF is a party or by which it or its property may be bound or to which it or its property may be subject, 4. The Trustee shall have received one or more Opinions of Counsel, subject to the assumptions and qualifications stated therein and an Officer’s Certificate of ABRCF, in each case, in a form substantially acceptable to the Trustee, dated the date hereof, substantially to the effect that (x) the amendment effected by Section 1.1 of this Supplemental Indenture shall not adversely affect in any material respect the interests of any Noteholders, (y) all other conditions precedent set forth provided for in the Base Indenture with respect to the execution and delivery of this Section 7 Supplemental Indenture have been satisfied, and complied with in all material respects and (vz) Seller has given notice to Purchaser that the Facility execution of this Supplemental Indenture is capable of delivering Electric Power to authorized and permitted by the Point of Delivery Indenture and that the Additional Facilities have been constructed, installed, it will be valid and delivered into Purchaser's care custody and controlbinding upon ABRCF in accordance with its terms.

Conditions Precedent. This First Amendment shall not become effective until, and shall become effective on, the Business Day (the “Effective Date”) when each of the following conditions shall have been satisfied: (a) The obligations Each holder of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller 2003 Notes shall have received this First Amendment, duly executed by the full amount of the Site Preparation Fee, if any;Company. (ivb) Purchaser and Seller, as the case may be, Each holder of 2003 Notes shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller consented to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion;this First Amendment as evidenced by their execution thereof. (vc) Purchaser and Seller, as the case may be, Each Subsidiary Guarantor shall have received all governmental authorizations, exceptions, exemptions and permits needed consented to the terms of this First Amendment by signing in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion;the appropriate space on the signature page hereof. (vid) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the The representations and warranties of Purchaser the Company set forth in this Agreement Section 4 hereof shall be true and correct when made as of the date of the execution and delivery of this First Amendment and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedEffective Date. (be) The obligations Any consents or approvals from any holder or holders of Purchaser any outstanding security or Debt of the Company and any amendments of agreements pursuant to purchase Electric Power under this Agreement which any securities or Debt may have been issued which shall be conditioned on necessary to permit the satisfaction of all NRP (Operating) LLC First Amendment consummation of the following conditions: (i) The Lease transactions contemplated hereby shall have been executed by each Party obtained and all such Lease consents or amendments shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, reasonably satisfactory in form and substance to the holders and their special counsel. (f) Each holder shall have received such certificates of officers of the Company as it may reasonably request with respect to this First Amendment and the transactions contemplated hereby. (g) The Company shall have paid the fees and disbursements of the holders’ special counsel, C▇▇▇▇▇▇ and C▇▇▇▇▇ LLP, incurred in connection with the negotiation, preparation, execution and delivery of this First Amendment and the transactions contemplated hereby which fees and disbursements are reflected in the statement of such special counsel delivered to the Company at the time of the execution and delivery of this First Amendment. (h) All corporate and other proceedings in connection with the transactions contemplated by this First Amendment and all documents and instruments incident to such transactions shall be satisfactory to Purchaseryou and your special counsel, and you and your special counsel shall have received all such property damage and liability insurance coverage counterpart originals or certified or other copies of such documents as Purchaser you or they may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlrequest.

Conditions Precedent. (a) The obligations obligation of Seller under this Agreement Lender to install make the initial and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all each subsequent disbursement of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power Loan under this Agreement shall be conditioned on upon and subject to the payment to Lender of all loan fees then owing from Borrower to Lender and to satisfaction of all of the following conditions: (ia) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the All representations and warranties of Seller set forth contained in this Agreement and in the other Loan Documents shall be true and correct when made in all material respects on and as of the date that of such disbursement. (b) Borrower shall have performed all of its obligations under all Loan Documents which are required to be performed on or prior to the date of such disbursement. (c) The Loan shall not be "out of balance" as determined under Section 4.7 below, and the disbursement shall not cause the Loan to be "out of balance." (d) Lender shall have received an inspection report of the Consultant certifying the percentages of completion of the components of the Work and setting forth the amount authorized for disbursement and such other conditions precedent set forth matters as Lender may reasonably require (including compliance of the Work with the Plans and Specifications). Notwithstanding anything contained in this Section 7 Agreement to the contrary, all inspections of the Work made by Lender, the Consultant or their respective agents, employees and designees shall be solely for Lender's own information and shall not be deemed to have been satisfiedmade for or on account of Borrower or any other party. Borrower hereby relieves Lender of any and all liability or responsibility relating in any way whatsoever to the construction of the Project, andincluding but not limited to, the work thereat, the material or labor supplied in connection therewith, and any errors, inconsistencies or other defects in the Project or the Plans and Specifications. (ve) Seller has given notice There shall be no material adverse change in the financial condition of any of Borrower, Guarantor or the Project from that reflected in the financial statements of Borrower, Guarantor and the Project furnished to Purchaser Lender in connection with the Lease. (f) Borrower shall have delivered to Lender certificates from the Contractor stating that the Facility is capable portion of delivering Electric Power to the Point of Delivery Project that has been completed was constructed in substantial accordance with the Plans and that Specifications prepared by the Additional Facilities have been constructedArchitect and Engineer, installedas applicable, and complies with all applicable zoning, subdivision, land use, building, landmark, occupational health and safety, environmental and pollution control laws, statutes, codes, ordinances or regulations, and does not require any variances therefrom, or is in compliance therewith, as the case may be. In addition, Borrower shall have delivered into Purchaserto Lender copies of all licenses and building permits necessary for commencement and completion of the Work for which such disbursement is being requested, all of which shall be unconditional. (g) If any portion of the requested disbursement is for the payment of fees owing by Borrower to any broker, then Borrower shall have delivered to Lender a waiver of lien rights executed by such broker and otherwise in a form satisfactory to Lender. (h) No Event of Default shall have occurred and no event or condition, which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall then exist. (i) Borrower shall have provided satisfactory evidence to Lender of its investment in the Project, including the Subordinate Loan, of not less than the Borrower's care custody and controlEquity.

Conditions Precedent. This Amendment, and the waivers described in Section 3 above, will not be effective unless and until each of the following conditions precedent have been satisfied, in form, manner and substance satisfactory to Lender prior to September 24, 1997: (a) The obligations Borrower shall have delivered or caused to be delivered to Lender the following documents, all of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser which shall be conditioned on the occurrence of all of the following conditionsproperly completed, executed and otherwise satisfactory to Lender: (i) The Lease shall have been executed by each Party and such Lease shall be in effectThis Amendment; (ii) Purchaser shall have procured, Consent of Guarantor in the form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably requireattached hereto; (iii) The Parties Such acknowledgments, reaffirmations and consents of third parties as Lender shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if anydeem necessary; (iv) Purchaser and Seller, as A corporate resolution of Borrower approving the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller transactions contemplated hereby to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretionwhich it is a party; (v) Purchaser and Seller, as A corporate resolution of Guarantor approving the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller transactions contemplated hereby to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with which it is a degree of regulation that is acceptable to Seller in its sole discretion;party; and (vi) All materials Such other items as Lender may require or deem necessary. (b) Lender and services General Textiles shall have executed an Amendment No. 10 to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, the GenTex Loan Agreement and each condition to the effectiveness thereof shall have been contracted for or provided to Seller's reasonable satisfaction;satisfied other than the execution of this Amendment. (viic) Seller There shall be satisfied not then exist an Event of Default or any act or event which with the results notice, passage of such due diligence inquiries as it deems necessary time, or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; andboth would constitute an Event of Default. (viiid) All the representations and warranties of Purchaser set forth the Loan Parties in this Agreement the Loan Documents shall be true and correct when made correct, in all material respects, before and as after giving effect to the making of the date that all other conditions precedent set forth in this Section 7 have been satisfiedAmendment. (be) The obligations Borrower shall have paid all closing costs, recording fees and taxes, appraisal fees and expenses, travel expenses, fees and expenses of Purchaser to purchase Electric Power under this Agreement shall be conditioned on Lender's counsel, and all other costs and expenses incurred by Lender in connection with the satisfaction preparation of, closing of all and disbursement of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment advances pursuant to this Agreement incorporating agreed substitutions for Exhibits CAmendment, Dwhich costs, E fees and F, and Schedule 2(c) heretoexpenses may be payable from the first advance made pursuant to this Amendment. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.

Conditions Precedent. (3.1 The following shall be conditions precedent for disbursal of the Loan or any tranche thereof a) The Borrower shall meet the Lender's requirement of creditworthiness. The Lender shall be entitled to make or cause to be made inquiries of such nature as the Lender may deem fit of the creditworthiness of the Borrower. The Lender shall be further entitled to call for such credentials from the Borrower as may be required to prove the credit worthiness of the Borrower. b) The Borrower shall have an absolute, clear and marketable title to the Property and that the Property is absolutely unencumbered and free from any liability and prior charges whatsoever. c) No Event of Default/Cross-default shall have occurred. d) Any disbursement of the Loan and/or tranche thereof shall, at the time of request therefor, be required immediately by the Borrower for the sole and exclusive Purpose of the Borrower as stated in the Loan Application, and the Borrower shall produce such evidence of the proposed utilization of the proceeds of the disbursement of the Loan or any tranche thereof as is satisfactory to the Lender as and when required by the Lender. e) No extraordinary or other circumstances shall have occurred which shall make it improbable for the Borrower to fulfill his/its obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions:Agreement. (if) The Lease Borrower shall have been executed by each Party and such Lease shall be delivered a demand promissory note and a letter of continuity in effect; (ii) Purchaser shall have procured, respect thereof in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions favour of Lender for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any;Loan. (ivg) Purchaser and Seller, as the case may be, The Borrower shall have received provided, to the satisfaction of the Lender, all governmental authorizationssuch documents, exceptionsdeeds, exemptions resolutions, corporate authorisations, letters and permits needed in Seller's sole judgment for Seller to constructundertakings that the Lender may require, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion;. (vih) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, The Borrower shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect Lender to the Purchasereffect that there is no application, filing, action, suit, proceedings or investigation pending or threatened by or against the Site and Borrower, before any court of law, tribunal or government authority or any other matters that Seller reasonably deems appropriate; and (viii) competent authority which might have an adverse effect on the representations financial and warranties other affairs of Purchaser set forth in the Borrower or which might put into question the validity or performance of this Agreement shall be true and correct when made and as and/or other security documents executed by the Borrower in favour of the date that all other conditions precedent set forth in this Section 7 have been satisfiedLender. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease Borrower shall have been executed satisfied the Lender about the utilization by each Party and such Lease shall be in effect;the Borrower of the proceeds of any prior disbursements. (iik) The Parties Borrower shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, provided all such property damage and liability insurance coverage other information as Purchaser may reasonably require; (iv) be required by the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power Lender pertaining to the Point of Delivery Borrower, including its registration details under the Goods and that the Additional Facilities have been constructedServices Tax ▇▇▇, installed, and delivered into Purchaser's care custody and control▇▇▇▇.

Conditions Precedent. This Amendment, and the Lender's commitment to make additional loans to the Borrower evidenced by the Term C Promissory Note, shall be effective only upon satisfaction of the following conditions precedent: (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease Lender shall have been received counterparts of this Amendment duly executed and delivered by each Party the Borrower and such Lease shall be in effectGuarantors; (iib) Purchaser Lender shall have procuredreceived the Term C Promissory Note in the form of Exhibit A-2 hereto, executed and delivered by a duly authorized officer of Borrower; (c) Lender shall have received the Revolving Line of Credit Promissory Note in the form of Exhibit B hereto, executed and delivered by a duly authorized officer of Borrower; (d) no Event of Default shall have occurred and be continuing as of the date of this Amendment, both before and after giving effect to this Amendment; (e) Lender shall have received a copy of the resolutions, in form and substance reasonably satisfactory to SellerLender, such property damage of the Board of Directors of Borrower authorizing (i) the execution, delivery and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have performance of this Amendment, the Term C Promissory Note, the Revolving Line of Credit Promissory Note and the other documents to be entered into an amendment in connection herewith to this Agreement incorporating agreed substitutions for Exhibits C, D, E and Fwhich it is a party, and Schedule 2(c(ii) heretothe borrowings contemplated hereby, and Seller certified by its Secretary or Assistant Secretary, which certificate shall state that the resolutions thereby certified have received the full amount not been amended, modified, revoked or rescinded as of the Site Preparation Fee, if any; (iv) Purchaser date of such certificate and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions be in form and substance acceptable satisfactory to Seller in Seller's sole discretionLender; (vf) Purchaser and Seller, as the case may be, Lender shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as copy of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procuredresolutions, in form and substance reasonably satisfactory to PurchaserLender, such property damage of the Board of Directors of Rotary Gas Systems, Inc. authorizing the execution, delivery and liability insurance coverage as Purchaser may reasonably require; (iv) performance of this Amendment, certified by its Secretary or Assistant Secretary, which certificate shall state that the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date that all other conditions precedent set forth of such certificate and shall be in this Section 7 have been satisfied, form and substance satisfactory to Lender; and (vg) Seller has given notice Lender shall have received a copy of the resolutions, in form and substance satisfactory to Purchaser Lender, of the Board of Directors of NGE Leasing, Inc. authorizing the execution, delivery and performance of this Amendment, certified by its Secretary or Assistant Secretary, which certificate shall state that the Facility is capable resolutions thereby certified have not been amended, modified, revoked or rescinded as of delivering Electric Power the date of such certificate and shall be in form and substance satisfactory to Lender; (h) Lender shall have received a copy of the Point resolutions, in form and substance satisfactory to Lender, of Delivery the Board of Directors, General Partner or other governing bodies of each of Diamente Investments, L.P. and CAV-RDV, LTD. authorizing the execution, delivery and performance of this Amendment, certified by its Secretary or Assistant Secretary, which certificate shall state that the Additional Facilities resolutions thereby certified have not been constructedamended, installedmodified, revoked or rescinded as of the date of such certificate and delivered into Purchaser's care custody shall be in form and controlsubstance satisfactory to Lender; and (i) Lender shall have received such other agreements, documents or instruments as Lender may require.

Conditions Precedent. This Amendment shall be effective on the date that each of the following conditions precedent are satisfied or waived by the Administrative Agent and the Super-Majority Required Lenders (the date of such satisfaction or waiver, the “Tenth Amendment Effective Date”): (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser Administrative Agent shall be conditioned on the occurrence of all have received each of the following conditions: (i) The Lease shall have been executed by documents or instruments each Party and such Lease of which shall be originals, facsimiles or other electronic transmission (in effect; (iithe case of facsimiles or other electronic transmission followed promptly by originals) Purchaser shall have procuredunless otherwise specified, in form and substance reasonably satisfactory acceptable to Sellerthe Administrative Agent: (i) this Amendment, such property damage duly executed and liability insurance coverage delivered by the Loan Parties, the Administrative Agent and each Super-Majority Required Lender; and (ii) that certain Tenth Amendment Fee Letter (“Tenth Amendment Fee Letter”), dated as Seller may reasonably requireof the date hereof, duly executed by the Lead Borrower and the Administrative Agent; (iiib) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller the Administrative Agent shall have received the full amount of the Site Preparation Feenew Approved Budget referenced in Section 1 above, if any; (iv) Purchaser and Seller, as the case may be, which shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions be in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller Administrative Agent in its sole discretion; (vic) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, the Lead Borrower shall have been contracted for or provided paid all invoiced and accrued fees and reasonable and documented expenses of the Administrative Agent in respect of this Amendment (including but not limited to Seller's the reasonable satisfactionand documented fees and expenses of counsel to the Administrative Agent in respect of this Amendment; (viid) Seller no order, injunction or judgment has been entered into prohibiting the closing of the Amendment or any of the transactions contemplated to occur pursuant hereto; (e) no Default or Event of Default shall have occurred or be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriatecontinuing; and (viiif) the all representations and warranties of Purchaser set forth contained in this Agreement shall be Amendment (including those made in Section 7 hereof) are true and correct when made on and as of the date that all other Tenth Amendment Effective Date. For purposes of determining compliance with the conditions precedent set forth specified in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under 6, each Lender that has signed this Agreement Amendment shall be conditioned on deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such Lender unless the satisfaction of all of the following conditions: (i) The Lease Administrative Agent shall have been executed by each Party and received written notice from such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power Lender prior to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlproposed Tenth Amendment Effective Date specifying its objection thereto.

Conditions Precedent. This Second Amendment shall not become effective until, and shall become effective on, the Business Day (the “Effective Date”) when each of the following conditions shall have been satisfied: (a) The obligations Each holder of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Notes shall have received this Second Amendment, duly executed by the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedCompany. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease Required Holders shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment consented to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) heretoSecond Amendment as evidenced by their execution thereof. (iiic) Seller Each Subsidiary Guarantor shall have procured, consented to the terms of this Second Amendment by signing in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require;the appropriate space on the signature page hereof. (ivd) the The representations and warranties of Seller the Company set forth in this Agreement Section 3 hereof shall be true and correct when made as of the date of the execution and delivery of this Second Amendment and as of the date that all other conditions precedent set forth in this Section 7 Effective Date. (e) Any consents or approvals from any holder or holders of any outstanding security or Debt of the Company and any amendments of agreements pursuant to which any securities or Debt may have been satisfied, andissued which shall be necessary to permit the consummation of the transactions contemplated hereby shall have been obtained and all such consents or amendments shall be reasonably satisfactory in form and substance to the holders and their special counsel. (vf) Seller has given notice Each holder shall have received such certificates of officers of the Company as it may reasonably request with respect to Purchaser that this Second Amendment and the Facility is capable transactions contemplated hereby. (g) The Company shall have paid the fees and disbursements of delivering Electric Power the holders’ special counsel, C▇▇▇▇▇▇ and C▇▇▇▇▇ LLP, incurred in connection with the negotiation, preparation, execution and delivery of this Second Amendment and the transactions contemplated hereby which fees and disbursements are reflected in the statement of such special counsel delivered to the Point Company at the time of Delivery the execution and that delivery of this Second Amendment. (h) All limited liability company and other proceedings in connection with the Additional Facilities have been constructed, installedtransactions contemplated by this Second Amendment and all documents and instruments incident to such transactions shall be satisfactory to you and your special counsel, and delivered into Purchaser's care custody you and control.your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request. NRP (Operating) LLC Second Amendment

Conditions Precedent. This Amendment will not become effective until all corporate actions of Borrower and each of the Subsidiary/Debtors taken in connection herewith and the transactions contemplated hereby shall be satisfactory in form and substance to the Bank, and each of the following conditions precedent shall have been satisfied, all of which must occur on or before September 5, 2001: (a) The obligations Bank has received counterparts of Seller under this Agreement to install Amendment duly executed and operate the Facilityduly delivered by Bank, to construct and install the Additional Facilities, if anyBorrower, and to sell Electric Power to Purchaser shall be conditioned each other party named on the occurrence of all of signature page below, and the following conditions:Term Note. (ib) The Lease All fees and expenses, including reasonable legal and other professional fees and expenses incurred on or prior to the date of this Amendment by the Bank, including without limitation the fees and expenses of legal counsel and financial advisors to the Bank, shall have been executed by each Party and such Lease shall be in effect;paid to the extent that same have been billed. (iic) Purchaser The Bank shall have procuredreceived a certificate of the Borrower certifying as to the accuracy, after giving effect to this Amendment, of the representations and warranties set forth in the Loan Agreement, the other Loan Documents and this Amendment, that there exists no Default or Potential Default after giving effect to this Amendment, and that the execution, delivery and performance of this Amendment will not cause a Default or Potential Default. (d) The Bank shall have received such other documents, instruments and certificates, in form and substance reasonably satisfactory to Sellerthe Bank, such property damage as the Bank shall deem necessary or appropriate in connection with this Amendment and liability insurance coverage as Seller may reasonably require;the transactions contemplated hereby, including without limitation copies of resolutions of the boards of directors of each of Borrower and each Subsidiary/Debtor which is a party to the documents contemplated by this Amendment. (iiie) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Bank shall have received the full amount true and correct copies of the Site Preparation FeeSecurities Agreement and all documents executed pursuant thereto or in connection therewith, if any;all conditions precedent to the effectiveness thereof shall have been satisfied other than the effectiveness of this Amendment, and such documents shall become effective simultaneous with the effectiveness of this Amendment. (ivf) Purchaser and Seller, as the case may be, The Bank shall have received a payment on the Term Loan in the principal amount of $200,000, plus all governmental authorizationsaccrued and unpaid interest due under the Term Loan through August 31, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion;2001. (vg) Purchaser and Seller, as the case may be, The Bank shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made copy of any and as of all agreements between the date that all other Borrower and Lar▇▇ ▇▇▇▇▇▇ ▇▇on terms and conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaserthe Bank addressing payment of amounts due to Lar▇▇ ▇▇▇▇▇▇ ▇▇rsuant to that certain Stock Purchase Agreement dated December 19, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) 1997, between the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedBorrower, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructedLar▇▇ ▇▇▇▇▇▇ ▇▇d Hereford Haven, installed, and delivered into Purchaser's care custody and control.Inc.

Conditions Precedent. (It is a condition precedent to the right of the Insured to be indemnified under this Insurance that: Change in Risk a) The obligations If after this Insurance has been effected, the risk is materially altered; such alterations must be notified in writing to the Company immediately and no claim arising subsequent to such change shall be recoverable hereunder unless such change has been accepted by the Company Conduct of Seller under this Agreement to install Proceedings b) No liability shall be admitted and operate no admission, arrangement, offer, promise or payment shall be made by the FacilityInsured without the written consent of the Company, which shall be entitled if it so desires, to construct take over and install conduct in the Additional Facilities, if anyname of the Insured the defence of any claim or to prosecute in the name of the Insured for its own benefit any claim for indemnity or damages or otherwise against any third party, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been executed by each Party full discretion in the conduct of any negotiations or proceedings or the settlement of any claim, and the Insured shall give all such Lease shall be in effect; (ii) Purchaser shall have procured, in form information and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage assistance as Seller the Company may reasonably require; (iiic) The Parties Company may at any time upon giving written notice to the Insured abandon the pursuit or the defence of any claim but shall (except where the Insured or its servants or agents have entered into an amendment been dishonest or withheld relevant information) pay its share of any costs incurred in connection with the pursuit or defence up to this Agreement incorporating agreed substitutions for Exhibits Cthe date of giving notice. Due Diligence d) The Insured shall and will at all times: i) exercise reasonable care in seeing that the ways, Dimplements, E plant, machinery and Fappliances used in the Insured's business are substantial and sound and in proper order, and Schedule 2(c) heretofit for the purpose for which they are used, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser that all reasonable safeguards and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions precautions against accidents are provided and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriateused; and (viiiii) employ only personnel who are properly qualified and licensed for the representations duties they perform or, where permitted, are supervised by a properly qualified and warranties of Purchaser set forth licensed person and shall take reasonable steps to ensure only competent personnel are employed in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied.Insured's business; Compliance with Legal Requirements (be) The obligations Insured shall comply with all Statutory Requirements which affect the maintenance, repair, inspection and safe operation of Purchaser to purchase Electric Power under this Agreement shall be conditioned on aircraft, the satisfaction operation and conditions of all places of work and the following conditions: (i) The Lease shall have been executed by each Party qualifications and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties supervision of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.engineers

Conditions Precedent. (a) The obligations obligation of Seller under this Agreement Coltec to install and operate consummate the Facility, Aerospace Distribution is subject to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions, any of which may be waived by Coltec in its sole and absolute discretion, except to the extent the satisfaction of such condition is required by Law in connection with the Aerospace Distribution: (i) The Lease all material regulatory approvals necessary to consummate the Aerospace Distribution shall have been executed by each Party received and such Lease shall be in full force and effect; (ii) Purchaser no order, preliminary or permanent injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Aerospace Distribution shall be in effect and no other event shall have procuredoccurred or failed to occur that prevents consummation of the Aerospace Distribution; (iii) the Coltec Board of Directors shall have approved the Aerospace Distribution; (iv) Coltec shall have received an opinion of tax counsel to the effect that the Aerospace Distribution will be tax-free to Coltec and its sole shareholder for federal income tax purposes, in form and substance reasonably satisfactory to SellerColtec in its sole discretion; and (v) each Transfer Document and the TIDES Indemnification Agreement shall have been duly executed and delivered by the parties thereto. (b) The obligation of ▇▇▇▇▇▇▇▇ to consummate the Distribution is subject to the following conditions, any of which may be waived by ▇▇▇▇▇▇▇▇ in its sole and absolute discretion, except to the extent the satisfaction of such property damage condition is required by Law in connection with the Distribution: (i) the Form 10 shall have become effective under the Exchange Act, and liability insurance coverage as Seller may reasonably requirethere shall be no stop order in effect with respect thereto, and the Information Statement shall have been mailed to all ▇▇▇▇▇▇▇▇ Shareholders; (ii) the EnPro Common Stock to be delivered in the Distribution shall have been approved for listing on the NYSE, subject to official notice of issuance; (iii) The Parties all material regulatory approvals necessary to consummate the Distribution shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E been received and F, shall be in full force and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if anyeffect; (iv) Purchaser no order, preliminary or permanent injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution shall be in effect and Seller, as the case may be, no other event shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller occurred or failed to construct, install and operate occur that prevents consummation of the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretionDistribution; (v) Purchaser the ▇▇▇▇▇▇▇▇ Board of Directors shall have approved the Distribution and Seller, as shall have deemed there to be no other events or developments that shall have occurred that would result in the case may be, Distribution having an adverse effect on ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇'▇ Shareholders; (vi) ▇▇▇▇▇▇▇▇ shall have received all governmental authorizationsan opinion of tax counsel to the effect that the Distribution will be tax-free to ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Shareholders (except with respect to cash received in lieu of fractional shares) for federal income tax purposes, exceptions, exemptions in form and permits needed in Seller's sole judgment for Seller substance satisfactory to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller ▇▇▇▇▇▇▇▇ in its sole discretion; (vivii) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, each Ancillary Agreement shall have been contracted for or provided to Seller's reasonable satisfactionduly executed and delivered by the parties thereto; (viiviii) Seller Coltec Aerospace shall be satisfied with have been transferred by Coltec to ▇▇▇▇▇▇▇▇ on the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect Aerospace Distribution Date, pursuant to the Purchaser, the Site and any other matters that Seller reasonably deems appropriateTransfer Documents; and (viiiix) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease EnPro shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) heretocomplied with Section 2.07. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.

Conditions Precedent. This Amendment shall not become effective until, and shall become effective when each of the following conditions shall have been satisfied: (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser This Amendment shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been duly executed by each Party the Company and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect delivered to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedholders. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease Required Holders shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment consented to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) heretoAmendment as evidenced by their execution thereof. (iiic) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the The representations and warranties of Seller the Company set forth in this Agreement Section 3 hereof shall be true and correct when made and in all material respects as of the date that of the execution and delivery of this Amendment. (d) All corporate and other proceedings in connection with the transactions contemplated by this Amendment and all documents and instruments incident to such transactions shall be satisfactory in all material respects to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other conditions precedent set forth in copies of such documents as you or they may reasonably request. (e) Each holder shall have received such certificates of officers of the Company as it may reasonably request with respect to this Section 7 Amendment. (f) Any consents or approvals from any holder or holders of any outstanding security or indebtedness of the Company and any amendments of agreements pursuant to which any securities or indebtedness may have been satisfied, andissued which shall be necessary to permit the consummation of the transactions contemplated hereby shall have been obtained and all such consents or amendments shall be reasonably satisfactory in form and substance to the holders and their special counsel. (vg) Seller has given notice The Company shall have paid a fee to Purchaser that each holder of the Facility is capable Notes in an amount equal to 0.05% of delivering Electric Power the outstanding principal amount of the Notes held by such holder. (h) The Company shall have paid the reasonable fees and disbursements of the holders’ special counsel, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP (“Special Counsel”), incurred in connection with the negotiation, preparation, execution and delivery of this Amendment and the transactions contemplated hereby which fees and disbursements are reflected in the statement of such special counsel delivered to the Point Company at the time of Delivery the execution and that delivery of this Amendment. (i) Each Subsidiary Guarantor shall have consented to the Additional Facilities terms of this Amendment by signing in the appropriate space on the signature page hereof. (j) Concurrently with the execution and delivery of this Amendment, (i) the Company and the noteholders party thereto shall have been constructedentered into the Fourth Amendment to the separate Note Purchase Agreements, installedeach dated as of May 22, and delivered into Purchaser's care custody and control.2003,

Conditions Precedent. This Second Amendment shall not become effective until, and shall become effective on, the Business Day when each of the following conditions shall have been satisfied: (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Each holder shall have received this Second Amendment, duly executed by the full amount of the Site Preparation Fee, if any;Company. (ivb) Purchaser and Seller, as the case may be, Each holder of Notes shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller consented to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion;this Second Amendment as evidenced by their execution thereof. (vc) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the The representations and warranties of Purchaser the Company set forth in this Agreement Section 3 hereof shall be true and correct when made and as of the date that all other conditions precedent set forth in of the execution and delivery of this Section 7 have been satisfiedSecond Amendment. (bd) The obligations Any consents or approvals from any holder or holders of Purchaser any outstanding security or indebtedness of the Company and any amendments of agreements pursuant to purchase Electric Power under this Agreement which any securities or indebtedness may have been issued which shall be conditioned on necessary to permit the satisfaction of all consummation of the following conditions: (i) The Lease transactions contemplated hereby shall have been executed by each Party obtained and all such Lease consents or amendments shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, reasonably satisfactory in form and substance reasonably to the holders and their special counsel. (e) All corporate and other proceedings in connection with the transactions contemplated by this Second Amendment and all documents and instruments incident to such transactions shall be satisfactory to Purchaseryou and your special counsel, and you and your special counsel shall have received all such property damage and liability insurance coverage counterpart originals or certified or other copies of such documents as Purchaser you or they may reasonably require;request. (ivf) Each holder shall have received such certificates of officers of the representations Company as it may reasonably request with respect to this Second Amendment and warranties the transactions contemplated hereby. (g) Each holder shall have received opinions in form and substance satisfactory to them, dated the date of Seller this Second Amendment, from ▇▇▇▇▇ & Lardner LLP, special counsel for the Company, covering the matters set forth in this Agreement Exhibit A, and covering such other matters incident to the transactions contemplated hereby as the holders or their counsel may reasonably request. ▇▇▇▇▇▇ Co., Inc. Second Amendment (h) The Company shall be true have paid the fees and correct when made and as disbursements of the date that all other conditions precedent set forth holders’ special counsel, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, incurred in connection with the negotiation, preparation, execution and delivery of this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that Second Amendment and the Facility is capable transactions contemplated hereby which fees and disbursements are reflected in the statement of delivering Electric Power such special counsel delivered to the Point Company at the time of Delivery the execution and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controldelivery of this Second Amendment.

Conditions Precedent. This Amendment shall not be effective until each of the following conditions precedent is satisfied: (a) The obligations Agent shall have received counterparts of Seller under this Agreement to install Amendment, duly authorized, executed and operate the Facilitydelivered by Borrowers, to construct Guarantors and install the Additional Facilities, if any, and to sell Electric Power to Purchaser each Lender; (b) Agent shall be conditioned on the occurrence of all of the following conditions: have received (i) The Lease shall have been executed by each Party the Amended and such Lease shall be in effect; (ii) Purchaser shall have procuredRestated Fee Letter, in form and substance reasonably satisfactory to SellerAgent, duly authorized, executed and delivered by Borrowers, and (ii) in immediately available funds (or Agent shall have charged the Loan Accounts for) the amount of the fees which are due and payable under such property damage Amended and liability insurance coverage as Seller may reasonably requireRestated Fee Letter on the Amendment No. 3 Effective Date; (iiic) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Agent shall have received the full amount of the Site Preparation FeeInformation Certificate, if anyduly authorized, executed and delivered by Borrowers; (ivd) Purchaser and Seller, as the case may be, Agent shall have received all governmental authorizationsa certificate of status (or the applicable equivalent thereof) with respect to each Borrower and Guarantor, exceptionsdated within thirty (30) days of the date hereof, exemptions and permits needed such certificate to be issued by the appropriate Governmental Authority of the jurisdiction of organization of such Borrower or Guarantor, as applicable, which certificate shall indicate that such Borrower or Guarantor, as applicable, is in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, good standing in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretionsuch jurisdiction; (ve) Purchaser and Seller, as the case may be, Agent shall have received all governmental authorizationsan officer’s certificate or secretary’s certificate, exceptionsduly authorized, exemptions executed and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial delivered by an appropriate officer of each Borrower or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procuredGuarantor, in form and substance reasonably satisfactory to PurchaserAgent, such property damage setting forth the incumbency and specified signatures of each applicable officer and approving the transactions contemplated by this Amendment, together with organizational documents and records of all requisite corporate or limited liability insurance coverage as Purchaser may reasonably requirecompany action and proceedings in connection with this Amendment; (ivf) Agent shall have received legal opinions from New York and Delaware counsel to the representations Borrowers and warranties Guarantors, in form and substance reasonably satisfactory to Agent, regarding this Amendment; (g) Agent shall have received one or more Assignment and Acceptances, each between a Lender and an Eligible Transferee (or such other agreements reasonably satisfactory to Agent) so that, immediately after giving effect to the transactions contemplated by this Amendment, the Commitments are held by Lenders in accordance with Schedule 1 to Exhibit A hereto; (h) Agent shall have received its internal Flood Disaster Prevention Act approval; (i) At least ten Business Days prior to the Amendment No. 3 Effective Date, with respect to any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, Agent shall receive a Beneficial Ownership Certification in relation to such Loan Party; (j) At least ten Business Days prior to the Amendment No. 3 Effective Date, Agent shall have received all documentation and other information about the Borrowers and Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations (including the PATRIOT Act) that has been requested by the Agent in writing at least fifteen Business Days prior to the Amendment No. 3 Effective Date; (k) Agent shall have received a Borrowing Base Certificate setting forth the Revolving Loans and Letters of Seller set forth in this Agreement shall be true and correct when made and Credit available to Borrowers as of the date that all other conditions precedent set forth hereof which reflects the calculation of the Borrowing Base as of June 30, 2019, which Borrowing Base Certificate shall be completed in a manner consistent with the terms of the Loan Agreement as amended by this Section 7 have been satisfiedAmendment and duly authorized, executed or authenticated and delivered on behalf of Administrative Borrower; and (vl) Seller has given notice to Purchaser that the Facility is capable No Default or Event of delivering Electric Power to the Point of Delivery Default shall exist or have occurred and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlbe continuing.

Conditions Precedent. It is specifically understood and agreed that the obligation of the Department to fund any disbursements for payments to contractors or suppliers (other than engineering expenses and costs of issuance of the Bonds) shall be subject to the receipt by the Department of the following items with respect to each construction contract that is entered into with respect to the Project:‌ (a) The obligations a true and correct copy of Seller all applicable construction contracts pertaining to the Project (including all amendments, addenda, supplements, modifications and related documents), which contracts shall be for a guaranteed maximum contract price satisfactory to the Department or on such terms and conditions as shall be satisfactory to the Department; (b) three (3) complete sets of the Plans and Specifications relating to any construction contract pertaining to the Project, which Plans and Specifications shall be in final form and shall have been approved in scope and substance by the City and the Department; (c) a "Notice to Proceed" statement from the City or the Engineer stating that the Engineer has reviewed and approved the disbursement schedule and that the applicable portion of the Project can be completed in accordance with such Plans and Specifications for the amounts reflected in the disbursement schedule; (d) a certificate from the Engineer stating that the proposed use of the Project as contemplated by the Plans and Specifications is consistent with all applicable zoning ordinances and such use of the Project for the purposes contemplated thereby is permitted under this Agreement to install and operate the Facility, to construct and install the Additional Facilitiesall applicable zoning ordinances; (e) a copy of any building permits, if anyrequired, issued by the applicable agency or agencies with respect to the proposed construction of the Project; (f) a copy of any policy or policies of builder's all-risk insurance issued by an insurance company or companies acceptable to the Department, insuring the Project for its full replacement costs (or on a progressively full insured basis) with extended coverage, and to sell Electric Power to Purchaser said policy shall insure against such loss or damages as the Department may require, or the City shall provide proof of self-insurance; (g) a copy of a policy of comprehensive general liability insurance, which policy shall be conditioned on satisfactory to the occurrence Department in form, substance, limits and coverage, or the City shall provide proof of all self-insurance; (h) a copy of a policy of worker's compensation insurance issued in accordance with applicable law, or the following conditions:City shall provide proof of self-insurance; (i) The Lease shall have been executed by each Party a copy of a payment and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance a performance bond from a surety company acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriateDepartment; and (viiij) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfieda final site certificate. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.

Conditions Precedent. (a) The obligations effectiveness of Seller under this Agreement and the obligation of Lender to install and operate enter into this Agreement are subject to the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser condition precedent that Lender shall be conditioned on the occurrence of all have received each of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procuredfollowing, in form and substance reasonably satisfactory to SellerLender: (a) Two original counterparts of this Agreement, such property damage executed and liability insurance coverage delivered by Prior Owner and Borrower, one of which shall be filed as Seller may reasonably requireof the date hereof in the appropriate mortgage or real estate records of Orange County, California; (iiib) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions An original Closing Certification by Borrower in form and substance acceptable satisfactory to Seller in Seller's sole discretionLender; (vc) Purchaser An original Landlord Estoppel Certificate from Borrower in form and Sellersubstance satisfactory to Lender; (d) An original Affidavit of Title and Non-Foreign Certification from Borrower in form and substance satisfactory to Lender; (e) An original Hazardous Materials Indemnification Agreement by Borrower and R▇▇▇▇▇▇ Industrial Realty, Inc., a Maryland corporation, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser replacement Responsible Party under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procuredLoan Documents, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably requireLender; (ivf) An original Loan Assumption Closing Statement from Borrower in form and substance satisfactory to Lender; (g) An original Responsible Party Agreement from R▇▇▇▇▇▇ Industrial Realty, Inc., a Maryland corporation, in form and substance satisfactory to Lender; (h) Evidence that Borrower and its constituent entities have been duly formed and are validly existing with full power and authority to acquire, own and operate the representations Property and warranties of Seller set forth in this Agreement to assume and perform under the Loan, which evidence shall be true in form and correct when made substance satisfactory to Lender; (i) An opinion of counsel to Borrower in form and as substance satisfactory to Lender; (j) Payment by Borrower of the date that expenses specified herein and all other conditions precedent set forth fees and expenses owing to Lender pursuant to the Loan Documents or otherwise; (k) An endorsement to Lender’s title policy, in this Section 7 have been satisfied, form and substance satisfactory to Lender; and (v1) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery Such other documents and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlinstruments as Lender may reasonably request.

Conditions Precedent. The effectiveness of this Amendment (including the amendments to the Credit Agreement contained in Article I) are subject to the satisfaction of the following conditions precedent (the date of the satisfaction of such conditions precedent being referred to herein as the “Effective Date”): (a) This Amendment shall have been duly executed by the Borrowers, the Agent and the Lenders. (b) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser Lenders shall be conditioned on the occurrence of all have received a certificate of the following conditions: secretary or assistant secretary (or other comparable officer) of each Borrower, dated as of the date hereof attaching (i) The Lease shall have been executed copies of the formation documents (together with any amendments thereto) of each Borrower, certified to be true and complete as of a date not more than thirty (30) days prior to the date hereof by each Party the Secretary of State of the State of Delaware (collectively, the “Certified Charters”) and certified by a Responsible Officer of such Lease shall Borrower to be true, correct, unmodified and in effect; full force and effect as of the date hereof, (ii) Purchaser copies of, as applicable, the by-laws or limited liability company agreements (together with any amendments thereto) of each Borrower, certified by a Responsible Officer of such Borrower to be true, correct, unmodified and in full force and effect as of the date hereof, (iii) copies of resolutions of the board of directors or actions by written consent of the members, as applicable, of each Borrower, approving and adopting this Amendment, and all documents and agreements related thereto, the transactions contemplated herein and therein and authorizing execution and delivery hereof and thereof, certified by a Responsible Officer of each Borrower to be true and correct, unmodified and in force and effect as of the date hereof, (iv) copies of certificates of good standing with respect to each Borrower certified as of a date not more than thirty (30) days prior to the date hereof by the Secretary of State of the State of Delaware and (v) an incumbency certificate of each Borrower certified by a Responsible Officer of such Borrower to be true and correct as of the date hereof. (c) The Agent and Lenders shall have procuredreceived the legal opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Borrowers, addressed to Agent and each Lender in form and substance reasonably satisfactory to Seller, such property damage the Agent and liability insurance coverage as Seller may reasonably require;the Lenders. (iiid) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E Agent and F, and Schedule 2(c) hereto, and Seller Lenders shall have received the full amount a certificate or certificates executed by a Responsible Officer of each Borrower dated as of the Site Preparation Fee, if any; Effective Date certifying that: (ivi) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth contained herein, in this the Credit Agreement shall be and in the other Loan Documents are true and correct when made and in all material respects (or, in the case of any such representation or warranty already qualified as to materiality, in all respects) as of the date hereof as though made on and as of such date, except to the extent that all other conditions precedent set forth such representations and warranties expressly relate solely to an earlier date (in this Section 7 which case such representations and warranties shall have been satisfiedtrue and correct on and as of such earlier date) and (ii) no Default or Event of Default has occurred and is continuing. (be) The obligations of Purchaser to purchase Electric Power under this Agreement Borrowers shall be conditioned on the satisfaction of all have certified in writing that as of the following conditions: (i) The Lease shall Effective Date, there has been no development or event that has had or could reasonably be expected to have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) heretoa Material Adverse Effect. (iiif) Seller The Borrowers shall have procuredpaid directly or reimbursed the Agent for all reasonable out-of-pocket expenses incurred in connection with negotiating, in form documenting and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) effectuating the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controltransactions contemplated hereby.

Conditions Precedent. (a) The obligations of Seller under this Agreement to install This Supplemental Indenture shall become effective and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned binding on each of the occurrence parties hereto upon the satisfaction or due waiver of all each of the following conditionsconditions precedent: (i) 1. The Lease consent of each affected Noteholder shall have been executed by each Party and such Lease shall be given in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received accordance with the full amount terms of the Site Preparation Fee, if any; (iv) Purchaser applicable Supplement and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or copy thereof provided to Seller's reasonable satisfaction;the Trustee. (vii) Seller 2. The Rating Agency Consent Condition shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) 3. The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease Trustee shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into received an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties Officer’s Certificate of Seller set forth in this Agreement shall be true and correct when made and CRCF dated as of the date hereof to the effect that (i) no Amortization Event, Aggregate Asset Amount Deficiency, Enhancement Agreement Event of Default, Enhancement Deficiency, Loan Event of Default, AESOP I Operating Lease Vehicle Deficiency, Manufacturer Event of Default, Lease Event of Default, Potential Amortization Event, Potential Enhancement Agreement Event of Default, Potential Loan Event of Default, Potential Lease Event of Default, or Potential Manufacturer Event of Default is continuing or will occur as a result of the execution and delivery of this Supplemental Indenture, and (ii) the execution and delivery of this Supplemental Indenture will not result in any breach of any of the terms, conditions or provisions of or constitute a default under any indenture, mortgage, deed of trust or other agreement or instrument, including, without limitation, any Related Document, to which CRCF is a party or by which it or its property is bound or any order of any court or administrative agency entered in the suit, action or other judicial or administrative proceeding to which CRCF is a party or by which it or its property may be bound or to which it or its property may be subject, 4. The Trustee shall have received one or more Opinions of Counsel, subject to the assumptions and qualifications stated therein and an Officer’s Certificate of CRCF, in each case, in a form substantially acceptable to the Trustee, dated the date hereof, substantially to the effect that all other conditions precedent set forth provided for in the Base Indenture with respect to the execution and delivery of this Section 7 Supplemental Indenture have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlcomplied with in all material respects.

Conditions Precedent. This Amendment shall be effective as of the date (the “Second Amendment Effective Date”) upon which the following conditions are satisfied: (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) Purchaser shall have procured, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller Designated Agent shall have received from the full amount Borrower and each of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in Lenders a counterpart of this Amendment signed on behalf of each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedparty. (b) The obligations of Purchaser to purchase Electric Power under this Designated Agent shall have received from the Guarantors the Consent and Agreement substantially in the form attached hereto as Exhibit B. (c) The Designated Agent shall be conditioned have received a certificate, signed by an Authorized Officer on the satisfaction of all behalf of the following conditions: Borrower, stating that as of the Second Amendment Effective Date (i1) The Lease shall have been executed by each Party no Default or Event of Default has occurred and such Lease shall be in effect; is continuing and (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv2) the representations and warranties contained in Article V of Seller the Credit Agreement are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of the Second Amendment Effective Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. (d) The Designated Agent shall have received such documents, certificates and opinions of counsel as the Designated Agent or its counsel may reasonably request relating to the organization or formation, existence and good standing of the Borrower, and the Guarantors the authorization of this Amendment and any other legal matters relating to the Borrower, the Guarantors, this Amendment or the Credit Agreement, all in form and substance satisfactory to the Designated Agent and its counsel. (e) The Designated Agent and the Arrangers shall have received all fees and other amounts due and payable to them and to the Lenders on or prior to the Second Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement and the fees set forth in this Agreement shall be true and correct when made and the Second Supplemental Fee Letter, dated as of December 16, 2015, among the date that all other conditions precedent set forth in this Section 7 have been satisfiedBorrower, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery U.S. Bank and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.Citigroup Global Markets Inc.

Conditions Precedent. (a) The obligations of Seller under Notwithstanding any contrary provision, this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser Amendment shall be conditioned effective on the occurrence of first day upon which all of the following conditions:conditions precedent have been satisfied (the “Effective Date”): (a) Lender shall have received counterparts of this Amendment executed by Borrower and Lender; (b) Lender shall have received a counterpart of the Second Amended and Restated Promissory Note executed by Borrower (the “Second Amended and Restated Note”); (c) Lender shall have received counterparts of that certain Waiver Letter dated as of the date hereof, executed by Borrower and Lender (the “Waiver Letter”); (d) Lender shall have received an officer’s certificate of an authorized officer of Borrower certifying and attaching (i) The Lease shall have been executed by each Party true and correct copies of Borrower’s most recent Constituent Documents and Bank’s most recent bylaws, (ii) a true and correct copy of such Lease shall resolutions of the board of directors or similar governing body of Borrower authorizing this Amendment and the Second Amended and Restated Promissory Note, (iii) a certificate of good standing from the Borrower’s jurisdiction of formation and any other jurisdiction wherein the failure to be qualified and in effectgood standing would cause a Material Adverse Change and (iv) an incumbency of officers; (e) Lender shall have received (i) the results of a Uniform Commercial Code search showing all financing statements and other documents or instruments on file against Borrower in the office of the Secretary of State of Florida and (ii) Purchaser shall have procured, Uniform Commercial Code financing statements and amendments in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed Lender in Seller's its sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if anydiscretion, in each case without conditionlisting Borrower as debtor and covering the Collateral; (f) Lender shall have received satisfactory evidence that Borrower has paid the fees and expenses of counsel described in Section 6 below; (g) No Default or Event of Default, other than as waived by the Waiver Letter, shall have occurred and be continuing or with conditions shall result after giving effect to this Amendment; (h) Lender shall have received such other instruments and documents incidental and appropriate to the transactions provided for herein as Lender or its counsel may reasonably request, and all such documents shall be in form and substance acceptable satisfactory to Seller in Seller's sole discretion; Lender (v) Purchaser and Seller, as it being agreed that execution of this Amendment by Lender shall evidence that the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall foregoing conditions have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedfulfilled). (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.

Conditions Precedent. (a) The obligations of Seller under Notwithstanding anything in this Agreement to install and operate the Facilitycontrary, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser this Agreement shall be conditioned on the occurrence of all not become effective until each of the following conditionsconditions precedent shall have been satisfied or waived in writing by the TIFIA Lender: (i) The Lease Effective Date under, and as defined in, the Master Credit Agreement shall have occurred and each of the conditions precedent set forth in Section 9 of the Master Credit Agreement shall have been executed satisfied or waived in writing by each Party and such Lease shall be the TIFIA Lender in effect;connection with the closing of the Master Credit Agreement. (ii) Purchaser The Borrower shall have procureddelivered to the TIFIA Lender (A) a duly executed counterpart to this Agreement and a duly executed TIFIA Bond, (B) a certified true, accurate and complete copy of the TIFIA MCA Master Resolution Restatement authorizing the Borrower (1) to pledge the Pledged Taxes for the benefit of the TIFIA Lender as security for the TIFIA Loan, (2) to issue the TIFIA Bond and (3) to execute and deliver, and to perform its obligations under, the TIFIA Loan Documents, (and the TIFIA MCA Master Resolution, as amended and restated pursuant to the TIFIA MCA Master Resolution Restatement, has not otherwise been subsequently modified, rescinded or amended and is in full force and effect in the form adopted and is the only resolution adopted by the Borrower relating to the matters described therein), and (C) to the extent not previously delivered to the TIFIA Lender, a certified true, accurate and complete copy of each other Bond Document that has been entered into on or prior to the Effective Date, in the case of clauses (A), (B) and (C) above, each fully executed and in form and substance satisfactory to the TIFIA Lender. (iii) Counsel to the Borrower shall have rendered to the TIFIA Lender legal opinions satisfactory to the TIFIA Lender in its sole discretion that include those opinions set forth on Exhibit E. (iv) The Borrower shall have provided a certificate executed by the Borrower’s Authorized Representative certifying as to the absence of debarment, suspension or voluntary exclusion from participation in Government contracts, procurement and non-procurement matters substantially in the form attached as Exhibit C to the Master Credit Agreement with respect to the Borrower and its principals (as defined in 2 C.F.R. § 180.995). (v) The Borrower shall have provided evidence to the TIFIA Lender’s satisfaction, no more than thirty (30), but no less than fourteen (14) days prior to the Effective Date (or such other period as acceptable to the TIFIA Lender), of the assignment by at least two (2) Nationally Recognized Rating Agencies of a public rating of “A-” or “A3” or better to the TIFIA Loan and to each other Senior Obligation then outstanding, and no such rating has been reduced, withdrawn or suspended as of the Effective Date. (vi) The Borrower shall have delivered to the TIFIA Lender a master certificate from the Borrower’s Authorized Representative in the form attached hereto as Exhibit F (A) as to the satisfaction of certain conditions precedent set forth in this Section 10(a) as required by the TIFIA Lender and (B) confirming that the Borrower’s Authorized Representative previously designated, and such person’s position and incumbency, as previously provided to the TIFIA Lender, remain unchanged and in full force and effect (or if changed, designating such new Borrower’s Authorized Representative and confirming such person’s position and incumbency, in form and substance reasonably satisfactory to Seller, such property damage and liability insurance coverage as Seller may reasonably require;the TIFIA Lender). (iiivii) The Parties Borrower shall have entered into an amendment demonstrated to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount TIFIA Lender’s satisfaction that as of the Site Preparation Fee, if any;Effective Date the funds forecasted to be available in respect of the Project under the Updated Base Case Financial Model delivered pursuant to Section 10(a)(ix) will be sufficient to pay Total Project Costs for the Project and other amounts necessary to achieve Substantial Completion of the Project. (ivviii) Purchaser To the extent not previously provided to the TIFIA Lender, the Borrower shall provide to the TIFIA Lender certified, complete and Sellerfully executed copies of each agreement listed on the Principal Project Contracts Schedule then in effect, as the case may betogether with any amendments, waivers or modifications to such agreements. Each such agreement shall have received all governmental authorizations, exceptions, exemptions be in full force and permits needed in Seller's sole judgment for Seller to construct, install effect and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance satisfactory to the TIFIA Lender. (ix) The Borrower shall have delivered to the TIFIA Lender a certified Updated Base Case Financial Model acceptable to Seller the TIFIA Lender on or prior to the Effective Date demonstrating that the projected Pledged Taxes shall (A) be sufficient to meet the Loan Amortization Schedule for the Project as set forth in Seller's sole discretion;such Updated Base Case Financial Model and (B) demonstrate, for each calendar year during the life of the TIFIA Loan, projected (1) Debt Service Coverage Ratios of at least 1.50 to 1.00 and (2) Revenue Coverage Ratios of at least 1.00 to 1.00. (vx) Purchaser The Borrower shall have demonstrated to the TIFIA Lender’s satisfaction that it has obtained all Governmental Approvals necessary to commence construction of the Project and Sellerall such Governmental Approvals are final, non- appealable, and in full force and effect (and are not subject to any notice of violation, breach, or revocation); provided that it is understood by the parties that the Borrower will not commence construction of the Project prior to the execution and delivery of the Full Funding Grant Agreement. (xi) To the extent not previously paid, the Borrower shall have paid all invoices delivered by the TIFIA Lender to the Borrower prior to the Effective Date for the reasonable fees and expenses of the TIFIA Lender’s counsel and financial advisors and any auditors or other consultants employed by the TIFIA Lender incurred in connection with the Project, this Agreement, any other MCA Project and the TIFIA MCA Documents (such reasonableness to be determined in accordance with Part 31 of the Federal Acquisition Regulation). (xii) The Borrower shall have (A) delivered to the TIFIA Lender (1) to the extent not previously delivered, certificates of insurance evidencing all insurance policies that the Borrower and each applicable Principal Project Party for the Project has obtained as required under the Bond Documents then in effect (including insurance required under Section 12(f) of the Master Credit Agreement as it relates to the Project), and in the case may of each general liability and excess liability insurance policy, reflecting the TIFIA Lender as an additional insured, and (2) at the TIFIA Lender’s request, copies of such insurance policies; and (B) provided to the TIFIA Lender a certificate, executed by the Borrower’s Authorized Representative, certifying that each of the insurance policies required to be obtained by the Borrower pursuant to Section 12(f) of the Master Credit Agreement is in full force and effect, and no notice of termination thereof has been issued by the applicable insurance provider. (xiii) The Borrower shall have provided the TIFIA Lender and the FTA Regional Office true, accurate and complete records of the Eligible Project Costs incurred to date for the Project, in form and substance satisfactory to the TIFIA Lender and the FTA Regional Office, not less than sixty (60) days prior to the Effective Date, to permit the TIFIA Lender and the FTA Regional Office to review such costs. (xiv) The Borrower shall have provided to the TIFIA Lender certified, complete and fully executed copies of each performance security instrument delivered to or by the Borrower pursuant to any applicable Principal Construction Contract then in effect as of the Effective Date, each of which performance security instruments shall be (A) in compliance with the requirements for such performance security pursuant to the applicable Principal Construction Contract and (B) in full force and effect. (xv) No Event of Default or event of default under any other Related Document related to the Project and (B) no event which with the giving of notice or the passage of time or both would constitute an Event of Default or event of default under any Related Document related to the Project, in each case, shall have received all governmental authorizationsoccurred and be continuing. (xvi) To the extent necessary to make the corresponding representations and warranties true, exceptionsaccurate and complete as of the Effective Date hereunder, exemptions the Borrower shall have delivered Schedules 11(d) and permits needed 11(m) to this Agreement, and an updated version of each of Schedules 10(f) and 10(o) to the Master Credit Agreement, in Seller's sole judgment for Seller each case, in form and substance satisfactory to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller the TIFIA Lender in its sole discretion;. (vixvii) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the The representations and warranties of Purchaser the Borrower set forth in this Agreement shall be true and correct when made and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct as of such earlier date). (xviii) No Material Adverse Effect, or any event or condition that could reasonably be expected to result in a Material Adverse Effect, shall have occurred since the Effective Date (as defined in the Master Credit Agreement). (xix) The TIFIA Lender shall have received evidence of compliance with 49 U.S.C. §5333(b) and the regulations promulgated thereunder with respect to the Project (such evidence being a certification letter from the Department of Labor acceptable to the FTA Regional Office). (xx) The Borrower shall have delivered to the TIFIA Lender true, accurate and complete copies of the NEPA Determination, and any supplements thereto. The NEPA Determination shall be in full force and effect and shall not have been withdrawn or materially amended. (xxi) The Borrower shall have provided evidence, to the TIFIA Lender’s satisfaction that it has met the conditions set forth in § 603(b)(6)(B) of the Act, including that, as of the Effective Date, (A) the Borrower is a public agency that is financing ongoing capital programs and has outstanding Senior Obligations under the Bond Documents, (B) the TIFIA Bond is rated in the “A” category or higher by a Nationally Recognized Rating Agency, and (C) the TIFIA Bond is secured and payable from Pledged Taxes, which are revenues not affected by Project performance. (xxii) The Borrower shall have provided the TIFIA Lender with evidence satisfactory to the TIFIA Lender that, as of the Effective Date, (A) the maximum principal amount of the TIFIA Loan (excluding any interest that is capitalized in accordance with the terms hereof), together with the amount of any other credit assistance provided under the Act to the Borrower in connection with the Project, does not exceed thirty-three percent (33%) of reasonably anticipated Eligible Project Costs for the Project and (B) as required pursuant to § 603(b)(9) of the Act, the total federal assistance provided to the Project, including the maximum principal amount of the TIFIA Loan (excluding any interest that is capitalized in accordance with the terms hereof), does not exceed eighty percent (80%) of Eligible Project Costs for the Project. (xxiii) The Borrower shall have delivered to the TIFIA Lender copies certified by the Borrower’s Authorized Representative of any amendments or modifications to its Organizational Documents since the later of (A) the Effective Date (as defined in the Master Credit Agreement) or (B) the Effective Date (as defined in the latest TIFIA Loan Agreement entered into prior to the date hereof) and the TIFIA Lender shall have been satisfied that (1) such amendments or modifications, if any, are not adverse to the interests of the TIFIA Lender, and (2) any constitutional and statutory provisions included as part of such Organizational Documents remain in full force and effect. (xxiv) As of the Effective Date, there shall be sufficient budgetary authority available to the TIFIA Lender to enable the TIFIA Lender to obligate the TIFIA Loan, as determined by the TIFIA Lender in its sole discretion in accordance with applicable law. (xxv) The Effective Date shall be no later than the third (3rd) year anniversary of the Effective Date (as defined in the Master Credit Agreement). (xxvi) The Borrower shall have delivered such other agreements, documents, instruments, opinions and other items required by the TIFIA Lender, all in form and substance satisfactory to the TIFIA Lender, including evidence that all other conditions precedent set forth in this Section 7 Project funding requirements have been satisfiedmet (including evidence of other funding sources or funding commitments). (xxvii) The Project has been included in (A) the metropolitan transportation improvement program adopted by the Puget Sound Regional Council, (B) the State transportation plan, and (C) the State transportation improvement program approved by the USDOT or its designated agencies, in each case to the extent required by 23 U.S.C. §§ 134 and 135, and 23 U.S.C. § 602(a)(3), as applicable. The financial plan for each such program or plan shall reflect federal funds as one of the sources of funding for the Project. (xxviii) The Borrower shall have complied with all applicable requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. § 4601 et seq.), Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.) and 49 U.S.C. Chapter 53, and shall have provided evidence satisfactory to the TIFIA Lender of such compliance upon request by the TIFIA Lender. (xxix) The Borrower shall have provided to the TIFIA Lender evidence of its active registration status with the federal System for Award Management (▇▇▇.▇▇▇.gov) (or any successor system or registry), with no active exclusions reflected in such registration. (xxx) The Borrower shall have provided a certificate of the Borrower’s Authorized Representative certifying as to the Borrower’s compliance with the prohibition on the use of appropriated funds for lobbying substantially in the form attached hereto as Exhibit G in accordance with 49 C.F.R. § 20.100(b). (b) The obligations of Purchaser to purchase Electric Power under Notwithstanding anything in this Agreement to the contrary, the TIFIA Lender shall be conditioned on have no obligation to make any disbursement of loan proceeds to the satisfaction of all Borrower (including the initial disbursement hereunder) until each of the following conditionsconditions precedent has been satisfied or waived in writing by the TIFIA Lender: (i) The Lease With respect to the initial disbursement of the TIFIA Loan, the Full Funding Grant Agreement shall have been executed and delivered by each Party the Borrower and such Lease shall be in effect;FTA. (ii) The Parties With respect to any disbursement occurring sixty (60) days or more after the Effective Date, the Borrower shall have entered into an amendment provided the most recent update to this Agreement incorporating agreed substitutions the Financial Plan in each case in accordance with Section 18(a) of the Master Credit Agreement. The Borrower shall have demonstrated to the TIFIA Lender’s satisfaction that the funds described in the Financial Plan for Exhibits C, D, E the Project most recently approved by the TIFIA Lender as being available to pay for Project costs will be sufficient to complete the Project and F, no facts or circumstances have arisen that would reasonably be likely to cause such amounts reflected in such Financial Plan not to be available as and Schedule 2(c) heretowhen needed to pay such Project costs. (iii) Seller To the extent not previously delivered to the TIFIA Lender, the Borrower shall have procuredprovided complete and fully executed copies of each agreement listed on the Principal Project Contracts Schedule, including any amendment, modification or supplement to such agreements. Each such agreement shall be in full force and effect and in form and substance reasonably satisfactory to Purchaserthe TIFIA Lender. With respect to the Design Build Contract, such property damage and liability insurance coverage the Notice to Proceed (as Purchaser may reasonably require;defined in the Design Build Contract) shall have been issued. (iv) The Borrower shall have demonstrated to the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and TIFIA Lender’s satisfaction that all Governmental Approvals necessary as of the date that all other conditions precedent set forth in this Section 7 time of the applicable disbursement for the development, construction, operation and maintenance of the Project have been satisfied, andissued and are in full force and effect. (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power The Borrower shall have provided to the Point TIFIA Lender a certificate, executed by the Borrower’s Authorized Representative, certifying that each of Delivery the insurance policies required to be obtained by the Borrower and that each Principal Project Party for the Additional Facilities have been constructed, installedProject pursuant to Section 12(f) of the Master Credit Agreement is in full force and effect, and delivered into Purchaser's care custody and control.no notic

Conditions Precedent. (a) The obligations of Seller under Borrower and each Guarantor understand and agree that this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser Amendment shall not be conditioned on the occurrence of all effective until each of the following conditions:conditions precedent has been satisfied, or waived in writing by the Agent (in the Agent's sole discretion): (i) a. The Lease Borrower, each Guarantor and the Required Lenders shall have been executed by each Party and such Lease shall be in effectdelivered to the Agent, this Amendment; (ii) Purchaser b. The Borrower and the Lenders shall have procured, in form executed and substance reasonably satisfactory delivered to Seller, such property damage and liability insurance coverage as Seller may reasonably requirethe Agent Korean Share Pledge; (iii) c. The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and SellerBorrower, as the case may bePledgor, shall have received all governmental authorizations, exceptions, exemptions caused the Securities Company (as defined in the Korean Share Pledge) to register the name and permits needed address of each Pledgee in Seller's sole judgment for Seller to construct, install and operate the Facility at Securities Account Registry (as defined in the Site, Korean Share Pledge) as the pledgee of the Pledged Shares (as defined in the Korean Share Pledge) and to construct deliver to the Agent a copy of the Securities Account Registry showing that such pledge has been registered; d. The Borrower, as Pledgor, shall have caused the Securities Company execute and install deliver to the Additional Facilities, if any, Agent a Confirmation of the Establishment of Kun-Pledge in each case without condition, or with conditions in the form and substance acceptable to Seller the Agent and otherwise do all such acts as may be necessary in Seller's sole discretionorder for the Agent to be able to enforce the pledge over the Pledged Shares in the Securities Account (as defined in the Korean Share Pledge) without any further consent, authorization or action by it; (v) Purchaser and Sellere. The Borrower, as the case may bePledgor, shall have received all governmental authorizationssuch acts as may be necessary in order for the Agent to be able to update the Securities Account Registry, exceptionsincluding the names and addresses of Pledgees, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economicany further consent, financial authorization or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretionaction by it; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, f. The Borrower shall have been contracted for or provided executed and delivered to Seller's reasonable satisfactionthe Agent an updated Borrowing Base Certificate; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the g. The representations and warranties of Purchaser set forth in the Borrower and each Guarantor under the Credit Agreement, the other Loan Documents and this Agreement Amendment, as applicable, shall be true and correct when made and in all material respects as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. hereof (b) The obligations of Purchaser except to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and extent such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties expressly refer to an earlier date, in which case they are true, correct and complete in all material respects as of Seller set forth such earlier date); provided that the foregoing materiality qualifications shall not apply to any representations or warranties that are qualified by materiality in this Agreement the text thereof; h. The Agent shall have received for the account of the Lenders, in immediately available funds, a fee in the amount of $5,000 which fee shall be true non-refundable and correct when made fully earned upon receipt; and i. The Agent shall have received in immediately available funds, all out-of-pocket costs and as of expenses (including reasonable attorneys' fees and costs) incurred by the Agent in connection with this Amendment and the transactions contemplated hereby and invoiced to the Borrower prior to the date that all other conditions precedent set forth in on which this Section 7 have been satisfied, and (v) Seller has given notice Amendment is otherwise to Purchaser become effective; provided that the Facility is capable of delivering Electric Power failure to invoice any such amounts to the Point Borrower prior to such date shall not preclude the Agent from seeking reimbursement of Delivery and that such amounts, or excuse the Additional Facilities have been constructedBorrower from paying or reimbursing such amounts, installed, and delivered into Purchaser's care custody and controlfollowing the effective date of this Amendment.

Conditions Precedent. This Waiver and Amendment shall only become effective upon the date (the “Amendment No. 3 Effective Date”) on which each of the following conditions precedent shall have been satisfied in a manner reasonably satisfactory to the Administrative Agent: (a) The obligations of Seller under this Agreement to install and operate the Facility, to construct and install the Additional Facilities, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) The Lease Administrative Agent shall have been received counterparts of this Waiver and Amendment, duly authorized, executed and delivered by each Party Holdings, the Borrowers and such Lease shall be in effectthe Lenders; (iib) Purchaser the Administrative Agent shall have procuredreceived a fully executed copy of the Waiver and Third Amendment to Amended and Restated Loan and Security Agreement, dated as of the date hereof (the “ABL Amendment”), among the Loan Parties, the other borrowers party thereto, the Revolving Loan Agent and the Revolving Loan Lenders, in form and substance reasonably satisfactory to Sellerthe Administrative Agent, together with a certificate of a Responsible Officer of the Borrower Agent certifying that each such property damage document is a true, correct, and liability insurance coverage as Seller may reasonably requirecomplete copy thereof; (iiic) The Parties shall have entered into an amendment after giving effect to this Agreement incorporating agreed substitutions for Exhibits C, D, E Waiver and FAmendment, and Schedule 2(c) heretothe transactions contemplated hereby and thereby, and Seller shall have received the full amount of the Site Preparation Fee, if any; (iv) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth contained in this Waiver and Amendment, the Credit Agreement and each of the other Loan Documents shall be true and correct when made in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the text thereof) on and as of the date Amendment No. 3 Effective Date as if made on the Amendment No. 3 Effective Date, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the text thereof) as of such date; (d) after giving effect to this Waiver and Amendment, the ABL Amendment and the transactions contemplated hereby and thereby, no Default or Event of Default shall exist or have occurred and be continuing as of the Amendment No. 3 Effective Date; (e) the Loan Parties shall have paid all other reasonable costs and expenses of the Administrative Agent and each of the Lenders (including reasonable and documented legal fees and expenses) incurred in connection with the preparation and execution of this Waiver and Amendment and incident to all proceedings in connection with, transactions contemplated by, and documents relating to this Waiver and Amendment and the Loan Documents, which payment shall be nonrefundable; (f) the Administrative Agent shall have received a closing certificate executed by a Responsible Officer of the Borrower Agent, certifying in the name of and on behalf of the Borrower Agent that the conditions precedent set forth in this Section 7 5 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.

Conditions Precedent. (a) to the Effectiveness of this Amendment. The obligations effectiveness of Seller under this Agreement Amendment is subject to install and operate the Facilityfulfillment, to construct the satisfaction of Foothill and install the Additional Facilitiesits counsel, if any, and to sell Electric Power to Purchaser shall be conditioned on the occurrence of all each of the following conditions: a. Foothill shall have received a certificate of the Secretary of Borrower attesting to the resolutions of Borrower's Board of Directors authorizing the execution, delivery, and performance of the Loan Agreement as amended by this Amendment and authorizing the specific officers of Borrower to execute same; b. The representations and warranties in this Amendment, the Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all respects on and as of the date hereof, as though made on such date (i) The Lease except to the extent that such representations and warranties relate solely to an earlier date); c. After giving effect hereto, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; d. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any governmental authority against Borrower, Foothill, or any of their Affiliates; e. No material adverse change shall have occurred in the financial condition of Borrower or in the value of the Collateral that has not been disclosed to Foothill; f. Foothill shall have received this duly executed by each Party and such Lease Amendment, which shall be in full force and effect; (ii) Purchaser g. Foothill shall have procuredreceived the form of the Second Amended and Restated Subordinated Promissory Note, in form and substance reasonably satisfactory to Seller, such property damage Foothill and liability insurance coverage as Seller may reasonably requireits counsel; (iii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller h. Foothill shall have received the full amount form of the Site Preparation Fee, if any; (iv) Purchaser Amended and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility at the Site, and to construct and install the Additional Facilities, if any, in each case without condition, or with conditions in form and substance acceptable to Seller in Seller's sole discretion; (v) Purchaser and Seller, as the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretion; (vi) All materials and services to be provided by Purchaser, as set forth in Schedule 2(c) hereof if any, shall have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchaser, the Site and any other matters that Seller reasonably deems appropriate; and (viii) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procuredRestated MEIH Current Advances Promissory Note, in form and substance reasonably satisfactory to Purchaser, such property damage Foothill and liability insurance coverage as Purchaser may reasonably requireits counsel; (iv) i. Foothill shall have received the representations Fourth Amendment Fee of $5,000; and j. All other documents and warranties of Seller set forth legal matters in connection with the transactions contemplated by this Agreement Amendment shall have been delivered or executed or recorded and shall be true in form and correct when made substance satisfactory to Foothill and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and controlits counsel.

Conditions Precedent. (a) The obligations As conditions precedent to the effectiveness of this Agreement, Seller under this Agreement shall have paid to install Purchaser and operate Purchaser shall have received on or before the FacilityEffective Date all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Program Documents, to construct and install the Additional Facilities, if anyin immediately available funds, and without deduction, set-off or counterclaim. (b) As conditions precedent to sell Electric Power to Purchaser shall be conditioned on each Transaction (including the occurrence of all initial Transaction), each of the following conditionsconditions shall have been satisfied: (i) The Lease Purchaser or its designee shall have been executed by each Party and received on or before the Purchase Date with respect to Eligible Mortgage Loans that are to be the subject of such Lease shall be Transaction (unless otherwise specified in effect; (iithis Agreement) Purchaser shall have procuredthe following, in form and substance reasonably satisfactory to SellerPurchaser and (if applicable) duly executed: (A) Seller shall have paid to Purchaser and Purchaser shall have received all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Program Documents in immediately available funds, and without deduction, set-off or counterclaim; (B) The Transaction Notice and Seller Mortgage Loan Schedule with respect to such property damage and liability insurance coverage Purchased Assets, delivered pursuant to Section 3(c); (C) Such certificates, customary opinions of counsel or other documents as Seller Purchaser or Agent may reasonably requirerequest, provided that such opinions of counsel shall not be required routinely in connection with each Transaction but shall only be required from time to time as deemed necessary by Purchaser in its commercially reasonable judgment; (D) An original trust receipt executed by Custodian without exceptions; (E) Such other certifications of Custodian as are required under Sections 2 and 4 of the Custodial Agreement; and (F) a duly executed Warehouse Lender’s Release from any Warehouse Lender (including any party that has a precautionary security interest in a Mortgage Loan) having a security interest in any Mortgage Loans, addressed to Purchaser, releasing any and all of its right, title and interest in, to and under such Mortgage Loan (including, without limitation, any security interest that such secured party or secured party’s agent may have by virtue of its possession, custody or control thereof) and, to the extent applicable, has filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Mortgage Loan, and each such Warehouse Lender’s Release and Uniform Commercial Code termination statement has been delivered to Purchaser prior to such Transaction and to Custodian as part of the Mortgage Loan File. (ii) No Default or Event of Default shall have occurred and be continuing; (iii) The Parties Purchaser shall not have reasonably determined that the introduction of or a change in any Requirement of Law or in the interpretation or administration of any requirement of law applicable to Purchaser has made it unlawful, and no Governmental Authority shall have entered asserted that it is unlawful, for Purchaser to enter into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto, and Seller shall have received Transactions with the full amount of the Site Preparation Fee, if anyapplicable Pricing Rate; (iv) All representations and warranties in the Program Documents shall be true and correct on the date of such Transaction and Seller is in compliance with the terms and conditions of the Program Documents, other than as may be expressly waived by Purchaser; (v) The then Aggregate MRA Purchase Price when added to the Purchase Price for the requested Transaction, shall not exceed the lesser of (a) the Maximum Aggregate Purchase Price and (b) the Asset Base; (vi) The Purchase Price for the requested Transaction shall not be less than $500,000; (vii) Satisfaction of any conditions precedent to the initial Transaction as set forth in clause (a) of this Section 10 that were not satisfied prior to such initial Purchase Date; (viii) Purchaser and Seller, as shall have determined that all actions necessary to maintain Purchaser’s perfected security interest in the case may be, Purchased Assets have been taken; (ix) Purchaser or its designee shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to construct, install and operate the Facility any other documents reasonably requested by Purchaser; (x) There is no Margin Deficit at the Sitetime immediately prior to entering into a new Transaction (other than a Margin Deficit that will be cured contemporaneous with such Transaction in accordance with the provisions of Section 7 hereof); (xi) Purchaser and/or Agent shall have completed the due diligence review pursuant to Section 36, and such review shall be satisfactory to construct Purchaser and install Agent in their sole discretion; (xii) Each of the Additional FacilitiesProgram Documents has been duly executed and delivered by the parties thereto prior to such Transaction or, if anywith respect to the Collection Account Control Agreement, in accordance with Section 16(e), and is in full force and effect, free of any modification, breach or waiver; (xiii) Certificates of an officer of each case of Seller and Guarantor attaching certified copies of Seller’s and Guarantor’s respective charter, bylaws and corporate resolutions, as applicable, approving the Program Documents and Transactions thereunder (either specifically or by general resolution), and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the Program Documents; (xiv) A certificate of an officer of Seller reporting on Quality Control Program and certifying to the compliance of the Quality Control Program with the requirements of Section 14(z); (xv) Certified copies of good standing certificates from the jurisdictions of organization of each of Seller and Guarantor, dated as of no earlier than the date which is ten (10) Business Days prior to the Purchase Date with respect to the initial Transaction hereunder; (xvi) An incumbency certificate of the secretary of each of Seller and Guarantor certifying the names, true signatures and titles of Seller’s and Guarantor’s representatives who are duly authorized to request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder; (xvii) An opinion of Seller’s counsel as to such matters as Purchaser or Agent may reasonably request including, without conditionlimitation, or with conditions respect to Purchaser’s first priority lien on and perfected security interest in the Purchased Assets, a no material litigation, non-contravention, enforceability and corporate opinion with respect to Seller, an opinion with respect to the inapplicability of the Investment Company Act to Seller and Guarantor, an opinion that this Agreement constitutes a “repurchase agreement” and a “securities contract” within the meaning of the Bankruptcy Code and that no Transaction constitutes an avoidable transfer under Section 546(f) of the Bankruptcy Code, in form and substance acceptable to Seller Purchaser and Agent in Seller's sole their reasonable discretion, and from nationally recognized outside counsel acceptable to Purchaser and Agent in their reasonable discretion; (vxviii) Purchaser and Seller, as A copy of the case may be, shall have received all governmental authorizations, exceptions, exemptions and permits needed in Seller's sole judgment for Seller to sell Electric Power to Purchaser under insurance policies required by Section 14(o) of this Agreement without economic, financial or other regulation, or with a degree of regulation that is acceptable to Seller in its sole discretionAgreement; (vixix) All materials Evidence that all other actions necessary to perfect and services to be provided by protect Purchaser, as set forth ’s interest in Schedule 2(c) hereof if any, shall the Purchased Assets have been contracted for or provided to Seller's reasonable satisfaction; (vii) Seller shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Purchasertaken, including, without limitation, the Site establishment of the Collection Account, and any other matters that Seller reasonably deems appropriateduly executed and filed Uniform Commercial Code financing statements acceptable to Purchaser and covering the Purchased Assets on Form UCC1; and (viiixx) the representations and warranties of Any other documents reasonably requested by Purchaser set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfiedor Agent. (b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be conditioned on the satisfaction of all of the following conditions: (i) The Lease shall have been executed by each Party and such Lease shall be in effect; (ii) The Parties shall have entered into an amendment to this Agreement incorporating agreed substitutions for Exhibits C, D, E and F, and Schedule 2(c) hereto. (iii) Seller shall have procured, in form and substance reasonably satisfactory to Purchaser, such property damage and liability insurance coverage as Purchaser may reasonably require; (iv) the representations and warranties of Seller set forth in this Agreement shall be true and correct when made and as of the date that all other conditions precedent set forth in this Section 7 have been satisfied, and (v) Seller has given notice to Purchaser that the Facility is capable of delivering Electric Power to the Point of Delivery and that the Additional Facilities have been constructed, installed, and delivered into Purchaser's care custody and control.