Common use of Conditions Precedent to the Advance Clause in Contracts

Conditions Precedent to the Advance. The obligation of the Lenders to make the Advance is subject to the prior satisfaction (or waiver in writing), as determined by Agent, of each of the following conditions precedent as of the date hereof and to the Agent’s continued satisfaction on the Closing Date: (a) Agent shall have received on the date hereof, in form and substance satisfactory to the Agent, on behalf of the Lenders: (i) for each Lender, a promissory note in the form of the Note in the principal amount of such Lxxxxx’s Commitment Amount, duly executed by the Borrower and payable to such Lender (such promissory notes collectively representing the aggregate amount of the Term Loan); (ii) this Agreement, duly executed by the Borrower and each Guarantor; (iii) a certificate of a Responsible Officer of the Borrower, and each Guarantor certifying (A) that the resolutions of the manager or others performing similar functions with respect to each of them, as applicable, approving and authorizing the execution, delivery, and performance by the Borrower, and each Guarantor of each Loan Document to which it is a party, the notices and other documents to be delivered by each of them pursuant to each Loan Document to which it is a party, and the transactions contemplated thereunder, (B) the names of the Responsible Officers authorized to the sign the Loan Documents and their true signatures, (C) the Loan Party’s charter documents and bylaws in effect as of the Closing Date and (D) copies of the organization documents of such Loan Party as in effect on the Closing Date certified by the appropriate Secretary of State as to the continued existence and good standing of the Loan Party in each jurisdiction where it is organized or qualified to do business; (iv) the duly executed Gxxxxxxx; (v) the duly executed Collateral Documents; (vi) Each deposit account of a Loan Party maintained at Bank of America, Wxxxx Fargo or Rondout Savings Bank on the Closing Date shall be subject to an automatic daily sweep to a Controlled Account; (vii) duly completed UCC financing statements, as applicable and where appropriate, fixture filings, with respect to all Collateral of the Borrower and the Guarantors, for filing in all jurisdictions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests created in such Collateral pursuant to the applicable Loan Documents; (viii) evidence of insurance and loss payee endorsements required hereunder and certificates of insurance policies and/or endorsements naming Agent as additional insured or loss payee, as applicable; (ix) such other documents and instruments with respect to the transactions contemplated hereby as the Agent may reasonably request.

Conditions Precedent to the Advance. The obligation of the Lenders to make the Advance is subject to the prior satisfaction (or waiver in writing), as determined by Agent, of each of the following conditions precedent as of the date hereof and to the Agent’s continued satisfaction on the Closing Date: (a) Agent shall have received on the date hereof, in form and substance satisfactory to the Agent, on behalf of the Lenders: (i) for each Lender, a promissory note in the form of the Note in the principal amount of such Lxxxxx’s Commitment Amount, duly executed by the Borrower and payable to such Lender (such promissory notes collectively representing the aggregate amount of the Term Loan); (ii) this Agreement, duly executed by the Borrower and each Guarantor; (iii) a certificate of a Responsible Officer of the Borrower, and each Guarantor certifying (A) that the resolutions of the manager or others performing similar functions with respect to each of them, as applicable, approving and authorizing the execution, delivery, and performance by the Borrower, and each Guarantor of each Loan Document to which it is a party, the notices and other documents to be delivered by each of them pursuant to each Loan Document to which it is a party, and the transactions contemplated thereunder, (B) the names of the Responsible Officers authorized to the sign the Loan Documents and their true signatures, (C) the Loan Party’s charter documents and bylaws in effect as of the Closing Date and (D) copies of the organization documents of such Loan Party as in effect on the Closing Date certified by the appropriate Secretary of State as to the continued existence and good standing of the Loan Party in each jurisdiction where it is organized or qualified to do business; (iv) the duly executed Gxxxxxxx; (v) the duly executed Collateral Documents; (vi) Each deposit account of a Loan Party maintained at Bank of America, Wxxxx Fargo or Rondout Savings Bank on the Closing Date shall be subject to an automatic daily sweep to a Controlled Account; (vii) duly completed UCC financing statements, as applicable and where appropriate, fixture filings, with respect to all Collateral of the Borrower and the Guarantors, for filing in all jurisdictions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests created in such Collateral pursuant to the applicable Loan Documents; (vii) the duly executed Subordination Agreement; (viii) duly executed documentation evidencing issuance of the Equity Consideration to the Agent, in form and substance satisfactory to the Agent; (ix) [intentionally omitted]; (x) evidence of insurance and loss payee endorsements required hereunder and certificates of insurance policies and/or endorsements naming Agent as additional insured or loss payee, as applicable; (ixxi) evidence that the maturity date for any and all debt for borrowed money of Borrower scheduled to mature prior to the Maturity Date has been extended until ninety (90) days after the Maturity Date, save and except for debt set forth on Schedule 8.2; (xii) the duly executed Instruction Letter to the Borrower’s transfer agent with the terms set forth in Section 4.3, in form and substance satisfactory to the Agent; (xiii) such other documents and instruments with respect to the transactions contemplated hereby as the Agent may reasonably request.

Conditions Precedent to the Advance. The obligation of the Lenders Lender to make the Advance on the Funding Date is subject to the prior satisfaction (or waiver in writing), as determined by Agent, of each Xxxxxx of the following conditions precedent as of the date hereof and to the Agent’s continued satisfaction on the Closing Dateprecedent: (a) Agent Lender shall have received each of the following documents, duly executed, each dated on or about the date hereofClosing Date (except for those documents expressed to be dated the Funding Date), in each case, in form and substance reasonably satisfactory to the Agent, on behalf of the LendersLender: (i) for each Lender, a promissory note in the form duly executed counterparts of the Note in the principal amount of such Lxxxxx’s Commitment AmountCollar Loan Documentation and all documents contemplated thereby, duly executed by the Borrower and payable to such Lender (such promissory notes collectively representing the aggregate amount of the Term Loanincluding any UCC-1 financing statement(s); (ii) this Agreement, duly executed by the Borrower and each Guarantor; (iii) a certificate of a Responsible Officer of Xxxxxxxx, dated the BorrowerFunding Date, and each Guarantor certifying which shall (A) that certify the resolutions of the manager its general partner, board of directors, board of managers, equivalent governing body, or others performing similar functions with respect to each of themshareholders, as applicable, approving and authorizing the execution, delivery, delivery and performance by of the Borrower, and each Guarantor of each Collar Loan Document Documentation to which it is a party, party and the notices and other documents Collar Loan Transactions to be delivered consummated by each of them pursuant to each Loan Document to which it is a party, and the transactions contemplated thereunderon such date, (B) identify by name and title and bear the names signatures of the Responsible Officers and any other officers of Borrower authorized to the sign the Collar Loan Documents Documentation to which Borrower is a party (including pursuant to any powers of attorney), and their true signatures, (C) certify certain appropriate attachments, including the Organization Documents of Borrower certified by the relevant authority of the jurisdiction of organization of Borrower and copies of all shareholders or board of directors resolutions required for the execution, delivery and performance of the Collar Loan PartyDocumentation, as requested by Xxxxxx and its counsel; (iii) a solvency certificate from a Responsible Officer of Xxxxxxxx, dated the Funding Date; (iv) (A) a favorable opinion of Xxxxxxxx’s charter documents counsel, addressed to Xxxxxx, with respect to Borrower under New York law, dated the Funding Date, and bylaws (B) a favorable opinion of Xxxxxxxx’s counsel, addressed to Xxxxxx, with respect to Borrower under Brazilian law, dated the Funding Date; (v) proper financing statements for filing under the UCC or other appropriate evidence from filing offices or central securities depository of each jurisdiction as may be necessary to perfect the security interests purported to be created by each Security Agreement; and (vi) evidence of the registration of the RDE-ROF with the Central Bank of Brazil; (b) To the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, Lender shall have received a duly executed Beneficial Ownership Certification. (c) All documented fees and expenses required to be paid under the Collar Loan Documentation on or before the Funding Date, including UCC financing statement search and filing fees, shall have been paid. (d) Each of the representations and warranties contained in effect Article 3 or in any other Collar Loan Documentation shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality, in which case it shall be true and correct in all respects) on and as of the Closing Date and the Funding Date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such date (Dunless any such representation or warranty is qualified as to materiality, in which case it shall be true and correct in all respects as of such date). (e) copies Since Borrower’s inception, no event or condition has resulted in, or could be reasonably expected to cause, either individually or in the aggregate, a Material Adverse Effect. (f) Borrower shall have delivered a Borrowing Notice in accordance with the requirements hereof. (g) After giving effect to the making of the organization documents Advance and the use of such Loan Party as in effect on proceeds therefrom, no Default, Event of Default, Collateral Event of Default, or Early Collar Termination Event shall have occurred and be continuing, or would result from the Closing Date certified by Advance or from the appropriate Secretary application of State as the proceeds therefrom. (h) 60,000,000 Collateral Shares shall have been (or shall be, substantially concurrently with the making of the Advance hereunder) credited to the continued existence and good standing of the Loan Party in each jurisdiction where it is organized or qualified to do business;Collateral Account free from all Transfer Restrictions. (ivi) the duly executed Gxxxxxxx; (v) the duly executed The Collateral Documents; (vi) Each deposit account Requirement shall have been satisfied in all respects. Delivery by Borrower of a Loan Party maintained at Bank of America, Wxxxx Fargo or Rondout Savings Bank on the Closing Date Borrowing Notice shall be subject deemed to an automatic daily sweep constitute a representation and warranty by Borrower that the conditions to a Controlled Account; (vii) duly completed UCC financing statements, as applicable and where appropriate, fixture filings, with respect to all Collateral of making the Borrower and the Guarantors, for filing in all jurisdictions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests created in such Collateral pursuant to the applicable Loan Documents; (viii) evidence of insurance and loss payee endorsements required hereunder and certificates of insurance policies and/or endorsements naming Agent as additional insured or loss payee, as applicable; (ix) such other documents and instruments with respect to the transactions contemplated hereby as the Agent may reasonably requestAdvance have been satisfied.

Conditions Precedent to the Advance. The obligation of the Lenders Lender to make the Advance on the Funding Date is subject to the prior satisfaction (or waiver in writing), as determined by Agent, of each Lender of the following conditions precedent as of the date hereof and to the Agent’s continued satisfaction on the Closing Dateprecedent: (a) Agent Lender shall have received each of the following documents, duly executed, each dated on or about the date hereofClosing Date (except in the case of lien searches, which shall be dated on or prior to the Closing Date), in each case, in form and substance reasonably satisfactory to the Agent, on behalf of the LendersLender: (i) for each Lender, a promissory note in the form duly executed counterparts of the Note in the principal amount of such Lxxxxx’s Commitment AmountCollar Loan Documentation and all documents contemplated thereby, duly executed by the Borrower and payable to such Lender (such promissory notes collectively representing the aggregate amount of the Term Loanincluding any UCC-1 financing statement(s); (ii) this Agreement, duly executed by the Borrower and each Guarantor; (iii) a certificate of a Responsible Officer of the Borrower, and each Guarantor certifying dated the Closing Date, which shall (A) that certify the resolutions of the manager its general partner, board of directors, board of managers, equivalent governing body, or others performing similar functions with respect to each of themshareholders, as applicable, approving and authorizing the execution, delivery, delivery and performance by of the Borrower, and each Guarantor of each Collar Loan Document Documentation to which it is a party, party and the notices and other documents Collar Loan Transactions to be delivered consummated by each of them pursuant to each Loan Document to which it is a party, and the transactions contemplated thereunderon such date, (B) identify by name and title and bear the names signatures of the Responsible Officers and any other officers of Borrower authorized to the sign the Collar Loan Documents Documentation to which Borrower is a party (including pursuant to any powers of attorney), and their true signatures, (C) certify certain appropriate attachments, including (x) the Organization Documents of Borrower certified by the relevant authority of the jurisdiction of organization of Borrower and copies of all shareholders or board of directors resolutions required for the execution, delivery and performance of the Collar Loan PartyDocumentation, as requested by Lender and its counsel, (y) if applicable, a good standing certificate for Borrower from its jurisdiction of organization; (iii) a solvency certificate from a Responsible Officer of Borrower; (iv) (A) a favorable opinion of Borrower’s charter counsel, addressed to Lender, with respect to Borrower under New York law, and (B) a favorable opinion of Borrower’s counsel, addressed to Lender, with respect to Borrower under Brazilian law; (v) the results of a recent lien search in each of the jurisdictions where assets of Borrower are located, and such search shall reveal no liens on any of the assets of Borrower except for liens permitted by Section 6.02; (vi) proper financing statements for filing under the UCC or other appropriate evidence from filing offices or central securities depository of each jurisdiction as may be necessary to perfect the security interests purported to be created by each Security Agreement; (vii) evidence of the registration of the RDE-ROF with the Central Bank of Brazil; (viii) evidence satisfactory to Lender that Borrower has appointed the Process Agent in accordance with Section 8.06(d) hereof; and (ix) such other certificates or documents as Lender reasonably may require. (b) To the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, Lender shall have received duly executed Beneficial Ownership Certification. (c) All documented fees and bylaws expenses required to be paid under the Collar Loan Documentation on or before the Funding Date, including counsel fees invoiced prior to the Funding Date and UCC financing statement search and filing fees, shall have been paid. (d) Each of the representations and warranties contained in effect Article 3 or in any other Collar Loan Documentation shall be true and correct on and as of the Closing Date and the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (De) Since December 31, 2020, no event or condition has resulted in, or could be reasonably expected to cause, either individually or in the aggregate, a Material Adverse Effect. (f) Borrower shall have delivered a Borrowing Notice in accordance with the requirements hereof. (g) Lender shall have received copies of Borrower’s financial statements as of and for the organization documents fiscal year ended December 31, 2020 (the “Financial Statements”). (h) No Default, Event of such Loan Party as in effect on Default, Collateral Event of Default, Early Collar Termination Event, Market Disruption Event or Potential Adjustment Event shall have occurred and be continuing, or would result from the Closing Date certified by Advance or from the appropriate Secretary application of State as the proceeds therefrom. (i) 53,600,175 Collateral Shares shall have been credited to the continued existence and good standing Collateral Account in respect of the Collar Loan Party in each jurisdiction where it is organized or qualified to do business;Transactions free from all Transfer Restrictions, other than Permitted Transfer Restrictions. (ivj) the duly executed Gxxxxxxx; (v) the duly executed The Collateral Documents; (vi) Each deposit account Requirement shall have been satisfied in all respects. Delivery by Borrower of a Loan Party maintained at Bank of America, Wxxxx Fargo or Rondout Savings Bank on the Closing Date Borrowing Notice shall be subject deemed to an automatic daily sweep constitute a representation and warranty by Borrower that the conditions to a Controlled Account; (vii) duly completed UCC financing statements, as applicable and where appropriate, fixture filings, with respect to all Collateral of making the Borrower and the Guarantors, for filing in all jurisdictions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests created in such Collateral pursuant to the applicable Loan Documents; (viii) evidence of insurance and loss payee endorsements required hereunder and certificates of insurance policies and/or endorsements naming Agent as additional insured or loss payee, as applicable; (ix) such other documents and instruments with respect to the transactions contemplated hereby as the Agent may reasonably requestAdvance have been satisfied.

Conditions Precedent to the Advance. The obligation of the Lenders to make the Advance is subject to the prior satisfaction (or waiver in writing), as determined by Agent, of each of the following conditions precedent as of the date hereof and to the Agent’s continued satisfaction on the Closing Date: (a) Agent shall have received on the date hereof, in form and substance satisfactory to the Agent, on behalf of the Lenders: (i) for each Lender, a promissory note in the form of the Note in the principal amount of such Lxxxxx’s Commitment Amount, duly executed by the Borrower and payable to such Lender (such promissory notes collectively representing the aggregate amount of the Term Loan); (ii) this Agreement, duly executed by the Borrower and each Guarantor; (iii) a certificate of a Responsible Officer of the Borrower, and each Guarantor certifying (A) that the resolutions of the manager or others performing similar functions with respect to each of them, as applicable, approving and authorizing the execution, delivery, and performance by the Borrower, and each Guarantor of each Loan Document to which it is a party, the notices and other documents to be delivered by each of them pursuant to each Loan Document to which it is a party, and the transactions contemplated thereunder, (B) the names of the Responsible Officers authorized to the sign the Loan Documents and their true signatures, (C) the Loan Party’s charter documents and bylaws in effect as of the Closing Date and (D) copies of the organization documents of such Loan Party as in effect on the Closing Date certified by the appropriate Secretary of State as to the continued existence and good standing of the Loan Party in each jurisdiction where it is organized or qualified to do business; (iv) the duly executed Gxxxxxxx; (v) the duly executed Collateral Documents; (vi) Each deposit account of a Loan Party maintained at Bank of America, Wxxxx Fargo or Rondout Savings Bank on the Closing Date shall be subject to an automatic daily sweep to a Controlled Account; (vii) duly completed UCC financing statements, as applicable and where appropriate, fixture filings, with respect to all Collateral of the Borrower and the Guarantors, for filing in all jurisdictions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests created in such Collateral pursuant to the applicable Loan Documents; (vii) the duly executed Subordination Agreement; (viii) duly executed documentation evidencing issuance of the Equity Consideration to the Agent, in form and substance satisfactory to the Agent; (ix) a direction letter duly executed by Silver Fuels Delhi, LLC directing its depositary bank to wire payments to the Agent in accordance with Section 2.4(e), in form and substance satisfactory to the Agent; (x) evidence of insurance and loss payee endorsements required hereunder and certificates of insurance policies and/or endorsements naming Agent as additional insured or loss payee, as applicable; (ixxi) Borrower shall have paid Maximcash Management Group LLC the referral fee payable to him in respect of the transactions contemplated hereby; (xii) the duly executed Instruction Letter to the Borrower’s transfer agent with the terms set forth in Section 4.3, in form and substance satisfactory to the Agent; (xiii) the duly executed Side Letter, in form and substance satisfactory to the Agent; (xiv) such other documents and instruments with respect to the transactions contemplated hereby as the Agent may reasonably request.

Conditions Precedent to the Advance. The obligation of the Lenders Lender to make the Advance on the Funding Date is subject to the prior satisfaction (or waiver in writing), as determined by Agent, of each Lender of the following conditions precedent as of the date hereof and to the Agent’s continued satisfaction on the Closing Dateprecedent: (a) Agent Lender shall have received each of the following documents, duly executed, each dated on or about the date hereofClosing Date (except in the case of lien searches, which shall be dated on or prior to the Closing Date), in each case, in form and substance reasonably satisfactory to the Agent, on behalf of the LendersLender: (i) for each Lender, a promissory note in the form duly executed counterparts of the Note in the principal amount of such Lxxxxx’s Commitment AmountCollar Loan Documentation and all documents contemplated thereby, duly executed by the Borrower and payable to such Lender (such promissory notes collectively representing the aggregate amount of the Term Loanincluding any UCC-1 financing statement(s); (ii) this Agreement, duly executed by the Borrower and each Guarantor; (iii) a certificate of a Responsible Officer of the Borrower, and each Guarantor certifying dated the Closing Date, which shall (A) that certify the resolutions of the manager its general partner, board of directors, board of managers, equivalent governing body, or others performing similar functions with respect to each of themshareholders, as applicable, approving and authorizing the execution, delivery, delivery and performance by of the Borrower, and each Guarantor of each Collar Loan Document Documentation to which it is a party, party and the notices and other documents Collar Loan Transactions to be delivered consummated by each of them pursuant to each Loan Document to which it is a party, and the transactions contemplated thereunderon such date, (B) identify by name and title and bear the names signatures of the Responsible Officers and any other officers of Borrower authorized to the sign the Collar Loan Documents Documentation to which Borrower is a party (including pursuant to any powers of attorney), and their true signatures, (C) certify certain appropriate attachments, including (x) the Organization Documents of Borrower certified by the relevant authority of the jurisdiction of organization of Borrower and copies of all shareholders or board of directors resolutions required for the execution, delivery and performance of the Collar Loan PartyDocumentation, as requested by Lender and its counsel, (y) if applicable, a good standing certificate for Borrower from its jurisdiction of organization; (iii) a solvency certificate from a Responsible Officer of Borrower; (iv) (A) a favorable opinion of Borrower’s charter counsel, addressed to Lender, with respect to Borrower under New York law, and (B) a favorable opinion of Borrower’s counsel, addressed to Lender, with respect to Borrower under Brazilian law; (v) the results of a recent lien search in each of the jurisdictions where assets of Borrower are located, and such search shall reveal no liens on any of the assets of Borrower except for liens permitted by Section 6.02; (vi) proper financing statements for filing under the UCC or other appropriate evidence from filing offices or central securities depository of each jurisdiction as may be necessary to perfect the security interests purported to be created by each Security Agreement; (vii) evidence of the registration of the RDE-ROF with the Central Bank of Brazil; and (viii) such other certificates or documents as Lender reasonably may require. (b) To the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, Lender shall have received duly executed Beneficial Ownership Certification. (c) All documented fees and bylaws expenses required to be paid under the Collar Loan Documentation on or before the Funding Date, including counsel fees invoiced prior to the Funding Date and UCC financing statement search and filing fees, shall have been paid. (d) Each of the representations and warranties contained in effect Article 3 or in any other Collar Loan Documentation shall be true and correct on and as of the Closing Date and the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (De) Since December 31, 2020, no event or condition has resulted in, or could be reasonably expected to cause, either individually or in the aggregate, a Material Adverse Effect. (f) Borrower shall have delivered a Borrowing Notice in accordance with the requirements hereof. (g) Lender shall have received copies of Borrower’s financial statements as of and for the organization documents fiscal year ended December 31, 2020 (the “Financial Statements”). (h) No Default, Event of such Loan Party as in effect on Default, Collateral Event of Default, Early Collar Termination Event, Market Disruption Event or Potential Adjustment Event shall have occurred and be continuing, or would result from the Closing Date certified by Advance or from the appropriate Secretary application of State as the proceeds therefrom. (i) 20,512,800 Collateral Shares shall have been credited to the continued existence and good standing of the Loan Party in each jurisdiction where it is organized or qualified to do business;Collateral Account free from all Transfer Restrictions. (ivj) the duly executed Gxxxxxxx; (v) the duly executed The Collateral Documents; (vi) Each deposit account Requirement shall have been satisfied in all respects. Delivery by Borrower of a Loan Party maintained at Bank of America, Wxxxx Fargo or Rondout Savings Bank on the Closing Date Borrowing Notice shall be subject deemed to an automatic daily sweep constitute a representation and warranty by Borrower that the conditions to a Controlled Account; (vii) duly completed UCC financing statements, as applicable and where appropriate, fixture filings, with respect to all Collateral of making the Borrower and the Guarantors, for filing in all jurisdictions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests created in such Collateral pursuant to the applicable Loan Documents; (viii) evidence of insurance and loss payee endorsements required hereunder and certificates of insurance policies and/or endorsements naming Agent as additional insured or loss payee, as applicable; (ix) such other documents and instruments with respect to the transactions contemplated hereby as the Agent may reasonably requestAdvance have been satisfied.

Conditions Precedent to the Advance. The obligation of the Lenders Lender to make available the initial Advance hereunder is subject to the prior satisfaction (or waiver in writing), as determined by Agent, of each of the following conditions precedent as of the date hereof and to the Agent’s continued satisfaction on the Closing Dateconditional upon: (a) Agent shall have received on the date hereofdelivery of the following by the Borrower to the Lender, in form and substance satisfactory to the Agent, on behalf of the LendersLender: (i) for each Lender, a promissory note in the form of the Note in the principal amount of such Lxxxxx’s Commitment Amount, duly executed by the Borrower and payable to such Lender (such promissory notes collectively representing the aggregate amount copy of the Term Loan)this Agreement; (ii) this Agreement, duly executed by the Borrower and each Guarantorcopies of all Security; (iii) a certificate of a Responsible Officer evidence of the Borrower, and perfection of all security interests created by the Security; (iv) certified copies of authorizing resolutions from each Guarantor certifying (A) that the resolutions of the manager or others performing similar functions Loan Party with respect to each of them, as applicable, approving and authorizing the execution, delivery, and performance by the Borrower, and each Guarantor of each Loan Document Security to which it is a party, the notices and other documents to be delivered by each of them pursuant to each Loan Document to which it is a party, and the transactions contemplated thereunder, (B) the names of the Responsible Officers authorized to the sign the Loan Documents and their true signatures, (C) the Loan Party’s charter documents and bylaws in effect as of the Closing Date and (D) copies of the organization documents of such Loan Party as in effect on the Closing Date certified by the appropriate Secretary of State as to the continued existence and good standing of the Loan Party in each jurisdiction where it is organized or qualified to do business; (iv) the duly executed Gxxxxxxx; (v) the a duly executed Collateral Documentscertificate of an officer of each Loan Party as to certain matters of fact required by the Lender; (vi) Each deposit account the favourable opinion of a counsel to the Loan Party maintained at Bank Parties addressing such matters as the Lender may require including the status of Americaeach the Loan Parties, Wxxxx Fargo or Rondout Savings Bank on the Closing Date shall be subject to an automatic daily sweep to a Controlled Accountdue and proper execution and delivery, and enforceability, of the Loan Documents and the registration and perfection of the Security; (vii) duly completed UCC financing statements, as applicable and where appropriate, fixture filings, a certified copy of the partnership agreement with respect to all Collateral of the Borrower and the Guarantors, for filing in all jurisdictions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests created in such Collateral pursuant to the applicable Loan DocumentsWaiward Holdings; (viii) evidence a certified copy of insurance and loss payee endorsements required hereunder and certificates of insurance policies and/or endorsements naming Agent as additional insured or loss payee, as applicablethe partnership agreement with respect to Waiward Steel; (ix) a certified copy of the management agreement between the Manager and Waiward Steel; (x) an organizational chart with accurate and current ownership details of the Borrower Group; (xi) such acknowledgements and further assurances and documents from the Borrower as the Lender may require in order for the Lender to effectively assign the Security to or on behalf of the holders of the Convertible Debentures; and (xii) all other documents information reasonably requested by the Lender; (b) the TSX Venture Exchange has given its written approval of this Agreement and instruments with respect to the transactions contemplated hereby as hereunder; (c) the Agent may Lender shall have completed a successful financing of Convertible Debentures in an aggregate principal amount of not less than Five Million Dollars ($5,000,000); (d) the Borrower and Trenchant Capital Corp. shall have entered into the Management Agreement and the Unit Purchase Option; (e) the representations and warranties contained in this Agreement being true and correct; and (f) the Lender being satisfied, in its sole opinion, that there exists no event or circumstance which has had or reasonably requestcould be expected to have a Material Adverse Effect and no material adverse change shall have occurred in the operations or financial conditions of any Loan Party since the date of the most recent financial statements provided to the Lender.

Conditions Precedent to the Advance. The obligation of the Lenders Lender to make the Advance is subject to the prior satisfaction (or waiver in writing), as determined by AgentLender, of each of the following conditions precedent as of the date hereof and to the AgentLender’s continued satisfaction on the Closing Datedate hereof: (a) Agent Lender shall have received on the date hereof, in form and substance satisfactory to the Agent, on behalf of the LendersLender: (i) for each Lender, a promissory note in Note representing the form aggregate amount of the Note in the principal amount of such Lxxxxx’s Commitment AmountTerm Loan, duly executed by the Borrower and payable to such Lender (such promissory notes collectively representing the aggregate amount order of the Term Loan)Lender; (ii) this Agreement, duly executed by the Borrower and each GuarantorBorrower; (iii) a certificate of a Responsible Officer an officer or manager of the Borrower, Borrower and each Guarantor of the Guarantors certifying (A) that the resolutions of the manager board of directors or others performing similar functions with respect to each of themsuch corporation or other organization, as applicable, of the Borrower and each such Guarantor approving and authorizing the execution, delivery, and performance by the Borrower, Borrower and each such Guarantor of each Loan Document to which it is a partyDocument, the notices and other documents to be delivered by the Borrower and each of them such Guarantor pursuant to each Loan Document to which it is a party, and the transactions contemplated thereunder, ; (Biv) the names certificates of the Responsible Officers authorized to the sign the Loan Documents and their true signatures, (C) the Loan Party’s charter documents and bylaws in effect as of the Closing Date and (D) copies of the organization documents of such Loan Party as in effect on the Closing Date certified by the appropriate Secretary of State officials as to the continued existence and good standing of the Loan Party Borrower and each of the Guarantors in each its jurisdiction where it is organized or qualified to do business; (iv) the duly executed Gxxxxxxxof incorporation; (v) the duly executed Collateral DocumentsPledge and Security Agreement; (vi) Each deposit account of a Loan Party maintained at Bank of America, Wxxxx Fargo or Rondout Savings Bank on the Closing Date shall be subject to an automatic daily sweep to a Controlled Accountduly executed Guaranty; (vii) the duly completed UCC financing statementsexecuted Perfection Certificate; (viii) the duly executed legal opinion of Cozen X'Xxxxxx P.C., as applicable and where appropriate, fixture filings, with respect to all Collateral of counsel for the Borrower and the Guarantors, for filing in all jurisdictions dated as may be necessary orof the Issue Date, in the opinion of the Agent, desirable to perfect the security interests created in such Collateral pursuant form and substance reasonably satisfactory to the applicable Loan Documents; (viii) evidence of insurance and loss payee endorsements required hereunder and certificates of insurance policies and/or endorsements naming Agent as additional insured or loss payee, as applicable;Lender; and (ix) such other documents and instruments with respect to the transactions contemplated hereby as the Agent Lender may reasonably request.

Conditions Precedent to the Advance. ‌ The obligation of the Lenders Lender to make available the initial Advance hereunder is subject to the prior satisfaction (or waiver in writing), as determined by Agent, of each of the following conditions precedent as of the date hereof and to the Agent’s continued satisfaction on the Closing Dateconditional upon: (a) Agent shall have received on the date hereoftransfer of all AHLP Units owned by ABO Investment Limited Partnership (representing 90.08% of the outstanding limited partnership units of AHLP) to the Borrower; (b) the amendment and restatement of the AHLP limited partnership agreement to reflect the transfer set forth in subsection (a) and the change of the general partner of AHLP from ABMA GP Ltd. to 9334378 Canada Ltd.; (c) the delivery of the following by the Borrower to the Lender, in form and substance satisfactory to the Agent, on behalf of the LendersLender: (i) for each Lender, a promissory note in the form of the Note in the principal amount of such Lxxxxx’s Commitment Amount, duly executed by the Borrower and payable to such Lender (such promissory notes collectively representing the aggregate amount copy of the Term Loan)this Agreement; (ii) this Agreement, duly executed by the Borrower and each Guarantorcopies of all Security; (iii) a certificate of a Responsible Officer evidence of the Borrower, and perfection of all security interests created by the Security; (iv) certified copies of authorizing resolutions from each Guarantor certifying (A) that the resolutions of the manager or others performing similar functions Loan Party with respect to each of them, as applicable, approving and authorizing the execution, delivery, and performance by the Borrower, and each Guarantor of each Loan Document Security to which it is a party, the notices and other documents to be delivered by each of them pursuant to each Loan Document to which it is a party, and the transactions contemplated thereunder, (B) the names of the Responsible Officers authorized to the sign the Loan Documents and their true signatures, (C) the Loan Party’s charter documents and bylaws in effect as of the Closing Date and (D) copies of the organization documents of such Loan Party as in effect on the Closing Date certified by the appropriate Secretary of State as to the continued existence and good standing of the Loan Party in each jurisdiction where it is organized or qualified to do business; (iv) the duly executed Gxxxxxxx; (v) the a duly executed Collateral Documentscertificate of an officer of each Loan Party as to certain matters of fact required by the Lender; (vi) Each deposit account the favourable opinion of a counsel to the Loan Party maintained at Bank Parties addressing such matters as the Lender may require including the status of Americaeach the Loan Parties, Wxxxx Fargo or Rondout Savings Bank on the Closing Date shall be subject to an automatic daily sweep to a Controlled Accountdue and proper execution and delivery, and enforceability, of the Loan Documents and the registration and perfection of the Security; (vii) duly completed UCC financing statements, as applicable and where appropriate, fixture filings, with respect to all Collateral a certified copy of the Borrower and the Guarantors, for filing in all jurisdictions as may be necessary or, in the opinion partnership agreement or constating documents of each member of the Agent, desirable to perfect the security interests created in such Collateral pursuant to the applicable Loan DocumentsSecurity Group; (viii) evidence an organizational chart with accurate and current ownership details of insurance and loss payee endorsements required hereunder and certificates of insurance policies and/or endorsements naming Agent as additional insured or loss payee, as applicablethe Security Group; (ix) such acknowledgements and further assurances and documents from the Borrower as the Lender may require in order for the Lender to effectively assign the Security to or on behalf of the holders of the Convertible Debentures; (x) undertakings executed by each of Arledon Investments Ltd., Falkland Investments Ltd. and Happy Cabbage Financial Corp. in favour of the Lender, pursuant to which they each undertake to do all things necessary to support the enforcement by the Lender of the Security, including giving any consents necessary to allow the transfer of the AHLP Units to the Lender upon an Event of Default; and (xi) all other documents information reasonably requested by the Lender; (d) the TSX Venture Exchange shall have given its conditional written approval of this Agreement and instruments with respect to the transactions contemplated hereby hereunder; (e) the Lender shall have completed a successful financing of Convertible Debentures in an aggregate principal amount of not less than Ten Million Dollars ($10,000,000); (f) the Borrower and Trenchant shall have entered into the Trenchant Loan Agreement, the Management Agreement and the Unit Purchase Option (which will be amended at the time of any Advance made after the initial Advance to increase the number of Optioned Units taking into account the aggregate Principal Amount as at the Agent may date of such Advance); (g) the Borrower and Hillcore shall have entered into the Hillcore Loan Agreement on terms acceptable to the Lender, acting reasonably; (h) the representations and warranties contained in this Agreement being true and correct; and (i) the Lender being satisfied, in its sole opinion, that there exists no event or circumstance which has had or reasonably requestcould be expected to have a Material Adverse Effect and no material adverse change shall have occurred in the operations or financial conditions of any Loan Party since the date of the most recent financial statements provided to the Lender.

Conditions Precedent to the Advance. The obligation of the Lenders Subject to make the Advance is subject to the prior satisfaction (or waiver in writingSection 3(b), as determined by Agent, of the Borrower shall ensure that each of the following conditions precedent as of the date hereof and to the Agent’s continued satisfaction has been satisfied on the Closing DateDate and the obligations of the Lender under this Agreement to make the Advance are subject to and conditional upon the following conditions precedent being satisfied: (a) Agent prior to making any Advances hereunder, the Lender shall have received on all of the date hereof, following in form and substance satisfactory to the Agent, on behalf of the LendersLender in its sole and absolute discretion: (i) for each Lender, a promissory note in the form of the Note in the principal amount of such Lxxxxx’s Commitment Amount, duly executed by the Borrower and payable shall have given a Draw Request to such the Lender (such promissory notes collectively representing in accordance with the aggregate amount of the Term Loan)notice requirements provided herein; (ii) this Agreement, original copies of each of the Loan Documents duly executed and delivered by each party thereto, and such Loan Documents are in full force and effect enforceable against the parties thereto in accordance with their respective terms; (iii) evidence to the satisfaction of the Lender that all registrations and other actions as may be necessary to create, perfect, preserve and protect the Security and its validity, effect and priority have been effected in all jurisdictions and under all statutes as may be required by the Lender and its counsel with priority satisfactory to the Lender, subject to Permitted Liens; (iv) evidence to the satisfaction of the Lender that all directors, shareholders, regulatory, governmental, and other approvals necessary in connection with the execution and delivery of the Loan Documents and the consummation of the transactions contemplated thereby have been obtained; (v) certified copies of each of: (i) the constating documents of the Borrower and each Guarantor; (ii) the resolutions authorizing the execution, delivery and performance of each of the Borrower’s and each Guarantor’s respective obligations under the Loan Documents and the transactions contemplated herein; (iii) the incumbency of the officers of the Borrower and each Guarantor; and (iv) the share register of each Guarantor; (vi) a certificate of status, good standing, or equivalent for all relevant jurisdictions in respect of the Borrower and each Guarantor; (iiivii) evidence to the satisfaction of the Lender that all existing Debt of the Borrower and each Guarantor (other than Permitted Debt) has been subordinated to the Loan and that the Security constitutes a first ranking security interest against the Borrower and each Guarantor; (viii) an executed copy of the Warrant Certificate in the form attached hereto as Schedule “K”; which for greater certainty, shall be issued subject to all applicable laws (including the policies of the Canadian Securities Exchange); (ix) an executed copy of the Validity Guarantee; (x) a certificate of a Responsible Officer of evidencing the Borrower, and each Guarantor certifying (A) that the resolutions of the manager or others performing similar functions with respect insurance coverage required to each of them, as applicable, approving and authorizing the execution, delivery, and performance be maintained by the Borrower, and each Guarantor of each Loan Document to which it is a party, the notices and other documents to be delivered by each of them Borrower pursuant to each Loan Document to which it is a party, this Agreement; (xi) receipt by the Lender of all fees due and the transactions contemplated thereunder, (B) the names of the Responsible Officers authorized payable to the sign the Loan Documents and their true signatures, (C) the Loan Party’s charter documents and bylaws in effect as of the Closing Date and (D) copies of the organization documents of such Loan Party as in effect Lender on the Closing Date certified pursuant to or otherwise in respect of this Agreement and the term sheet executed by the appropriate Secretary of State as parties hereto, including payment to the continued existence Lender of all reasonable fees, costs and good standing expenses (invoiced or estimated) payable by the Lender to the Lender’s counsel in respect of the Loan Party in each jurisdiction where it is organized or qualified to do business; (iv) the duly executed Gxxxxxxx; (v) the duly executed Collateral Documents; (vi) Each deposit account of a Loan Party maintained at Bank of America, Wxxxx Fargo or Rondout Savings Bank on the Closing Date shall be subject to an automatic daily sweep to a Controlled Account; (vii) duly completed UCC financing statements, as applicable and where appropriate, fixture filings, with respect to all Collateral of the Borrower and the Guarantors, for filing in all jurisdictions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests created in such Collateral pursuant to the applicable Loan Documents; (viiixii) evidence satisfactory review by the Lender of insurance the financial arrangements of the Borrower and loss payee endorsements required hereunder each Guarantor and certificates satisfactory completion by the Lender of insurance policies and/or endorsements naming Agent as additional insured or loss payeeits financial, as applicableoperational and other due diligence of the Borrower and each Guarantor; (ixxiii) evidence to the satisfaction of the Lender that no Default or Event of Default has occurred and is continuing or would result from making the Advance and a senior officer of the Borrower shall have certified the same to the Lender; (xiv) evidence to the satisfaction of the Lender that no Material Adverse Change has occurred including, without limitation, as a result of changes to any applicable laws; (xv) the certification of a senior officer of the Borrower that no material default or breach has occurred under any of the Material Contracts; (xvi) evidence to the satisfaction of the Lender that all representations and warranties of the Borrower in this Agreement are true and correct as of the date of the Advance; (xvii) current legal opinions addressed to the Lender from counsel to the Borrower and each Guarantor, relating to such matters as the Lender may reasonably require; (xviii) an executed copy of the post-closing undertaking agreement (the “Post-Closing Undertaking”). For greater certainty, where any item contained in this Section 3(a) is to be delivered pursuant to the Post-Closing Undertaking, the timing for delivery of each such item shall be determined by the Post-Closing Undertaking; (xix) such other agreements, documents and instruments with respect to the transactions contemplated hereby as the Agent Lender may reasonably requestrequire. (b) The conditions set forth in Section 3(a) are inserted for the sole benefit of the Lender and may be waived by the Lender, in whole or in part, (with or without terms or conditions) for any purpose at any time.

Conditions Precedent to the Advance. The obligation of the Lenders As conditions precedent to make the Advance is subject to under the prior satisfaction (or waiver in writing), as determined Facility by Agent, of each of the following conditions precedent as of the date hereof and to the Agent’s continued satisfaction on the Closing DateLender: (a) Agent shall have received on receipt by the date hereofLender of the following documents, each in full force and effect, and in form and substance satisfactory to the Agent, on behalf of the LendersLender: (i) for each Lender, a promissory note in the form of the Note in the principal amount of such Lxxxxx’s Commitment Amount, duly executed by the Borrower and payable to such Lender (such promissory notes collectively representing the aggregate amount of the Term Loan)this Agreement; (ii) this Agreementall of the security documents referred to in Section 9 above and the documents, duly executed by the Borrower securities and each Guarantorinstruments referred therein; (iii) legal opinions of the Borrower’s counsel; (iv) a certificate of status for the Borrower issued by the Yukon corporate registry and a Responsible Officer certificate of good standing for the Borrower issued by BC Registry Services; (v) a certified copy of the Constating Documents of the Borrower, and each Guarantor certifying ; (Avi) that a certified copy of the directors’ resolutions of the manager or others performing similar functions Borrower with respect to each its authorization, execution and delivery of them, as applicable, approving and authorizing the execution, delivery, and performance by the Borrower, and each Guarantor of each Loan Document Facility Documents to which it is a party, the notices and other documents to be delivered by each of them pursuant to each Loan Document to which it is a party, and the transactions contemplated thereunder, (B) the names of the Responsible Officers authorized to the sign the Loan Documents and their true signatures, (C) the Loan Party’s charter documents and bylaws in effect as of the Closing Date and (D) copies of the organization documents of such Loan Party as in effect on the Closing Date certified by the appropriate Secretary of State as to the continued existence and good standing of the Loan Party in each jurisdiction where it is organized or qualified to do business; (iv) the duly executed Gxxxxxxx; (v) the duly executed Collateral Documents; (vi) Each deposit account of a Loan Party maintained at Bank of America, Wxxxx Fargo or Rondout Savings Bank on the Closing Date shall be subject to an automatic daily sweep to a Controlled Account; (vii) duly completed UCC financing statements, as applicable and where appropriate, fixture filings, with respect to all Collateral a certificate of an officer of the Borrower as to corporate matters and the Guarantors, for filing in certifying that (A) all jurisdictions as may be necessary or, in the opinion of the Agentrepresentations and warranties of the Borrower contained herein or in any other Facility Document are true and correct on and as of the Closing Date, desirable to perfect the security interests created in such Collateral pursuant to the applicable Loan Documentsand (B) no Default or Event of Default has occurred and is continuing; (viii) evidence of insurance Exchange and loss payee endorsements required hereunder and certificates of insurance policies and/or endorsements naming Agent as additional insured or loss payeeall other regulatory approvals, as applicable;including approvals to the transactions contemplated herein, if required; and (ix) such other documents documents, certificates, opinions and instruments with respect agreements which the Lender may reasonably require; (b) the Lender will have completed all registrations and other filings that may be prudent or necessary to perfect the Lender’s security therein, all in form and terms satisfactory to the transactions contemplated hereby Lender and its counsel; (c) the representations and warranties of the Borrower contained in Section 11 will continue to be true and correct and the Borrower will have complied with all the covenants set out herein that are required to be complied with by it prior to the making of the Advance under the Facility by the Lender; (d) the Lender shall have completed and be satisfied with its due diligence review of the Borrower and its properties and assets; (e) there shall have been no material adverse change in the assets, properties, business, results of operations, prospects or condition (financial or otherwise) of the Borrower or any of its Subsidiaries, taken as a whole, since the date of the Term Sheet; (f) the Lender shall have received the approval of its credit committee and other required authorizations, including the approval of its partners; and (g) such other conditions precedent as the Agent Lender may reasonably requestrequire based on its due diligence review. If any of the foregoing conditions precedent are not satisfied or waived by the Lender in writing on or before March 31, 2013, this Agreement will terminate and the Lender will be under no further obligation to the Borrower in connection with the transaction contemplated herein.

Conditions Precedent to the Advance. The obligation of the Lenders As conditions precedent to make the Advance is subject to under the prior satisfaction (or waiver in writing), as determined Facility by Agent, of each of the following conditions precedent as of the date hereof and to the Agent’s continued satisfaction on the Closing DateLender: (a) Agent shall have received on the date hereof, in form and substance satisfactory to the Agent, on behalf of the LendersBorrowers will have: (i) for each Lender, executed and delivered to the Lender a promissory note in the form of attached hereto as Schedule “B” (the Note “Note”) in the principal amount of such Lxxxxx’s Commitment Amount, duly the Advance; (b) the Borrowers will have: (i) executed by the Borrower and payable delivered or caused to such Lender (such promissory notes collectively representing the aggregate amount be executed and delivered all of the Term Loan)security documents referred to in paragraph 7 above and the documents, securities and instruments referred therein and the Lender will have completed all registrations and other filings that may be prudent or necessary to perfect the Lender’s security therein; (ii) delivered certified copies of their directors’ resolutions authorizing the borrowing or guaranteeing of the Facility, as the case may be, the grant of the Security and the execution and delivery of this AgreementAgreement and all agreements, duly executed by the Borrower documents and each Guarantor;instruments referred to herein, together with officer’s certificates, certifying certain factual matters; and (iii) a certificate of a Responsible Officer caused to be executed and delivered legal opinions of the BorrowerBorrowers’ United States counsel, in form and each Guarantor certifying terms satisfactory to the Lender and its counsel, acting reasonably; (Ac) that the resolutions representations and warranties of the manager or others performing similar functions Borrowers contained in paragraph 9 will be true and correct in all material respects and the Borrowers will have complied with respect all covenants required to each of them, as applicable, approving and authorizing be complied with by them prior to the execution, delivery, and performance Advance under the Facility by the BorrowerLender (including but not limited to the payment of the Structuring Fee payable in connection with the Advance); (d) there shall have been no adverse material change in the business, operations, assets or ownership of the Borrowers or any of their respective Subsidiaries, taken as a whole, since the date of the Term Sheet; (e) the Lender will have completed and, in its sole and each Guarantor absolute discretion, be satisfied with its due diligence review of each Loan Document the Borrowers and their respective Subsidiaries, properties and assets, including but not limited to which it is a partythe Equipment and all valuations in respect thereof; (f) the Lender will, in its sole and absolute discretion, be satisfied as to the notices creditworthiness of the Borrowers and other documents their respective Subsidiaries and the adequacy of the collateral security contemplated herein; (g) the Lender shall have completed the syndication of the Facility; and (h) the Lender shall have received the approval of its board of directors; all in form and terms satisfactory to be delivered the Lender and its counsel. If any of the foregoing conditions precedent are not satisfied or waived by each of them pursuant to each Loan Document to which it is a partythe Lender in writing on or before April 3, 2009, this Agreement will terminate, and the transactions contemplated thereunder, (B) the names of the Responsible Officers authorized Lender will be under no further obligation to the sign Borrowers in connection with the Loan Documents and their true signatures, (C) the Loan Party’s charter documents and bylaws in effect as of the Closing Date and (D) copies of the organization documents of such Loan Party as in effect on the Closing Date certified by the appropriate Secretary of State as to the continued existence and good standing of the Loan Party in each jurisdiction where it is organized or qualified to do business; (iv) the duly executed Gxxxxxxx; (v) the duly executed Collateral Documents; (vi) Each deposit account of a Loan Party maintained at Bank of America, Wxxxx Fargo or Rondout Savings Bank on the Closing Date shall be subject to an automatic daily sweep to a Controlled Account; (vii) duly completed UCC financing statements, as applicable and where appropriate, fixture filings, with respect to all Collateral of the Borrower and the Guarantors, for filing in all jurisdictions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests created in such Collateral pursuant to the applicable Loan Documents; (viii) evidence of insurance and loss payee endorsements required hereunder and certificates of insurance policies and/or endorsements naming Agent as additional insured or loss payee, as applicable; (ix) such other documents and instruments with respect to the transactions transaction contemplated hereby as the Agent may reasonably requestherein.

Conditions Precedent to the Advance. The Provided that Borrower has satisfied all of the conditions set forth below, the obligation of the Lenders Administrative Agent under this Agreement to make the Advance in the aggregate principal amount of up to Seven Million Dollars ($7,000,000.00) is subject to the prior satisfaction (or waiver in writing), as determined by Agent, of each fulfillment of the following conditions precedent as to the reasonable satisfaction of the date hereof Administrative Agent or its agents, in their sole discretion: 6.1.1 The Borrower shall have executed and delivered (or shall have caused to be executed and delivered) to the Agent’s continued satisfaction on the Closing Date: (a) Administrative Agent shall have received on the date hereof, in form and substance satisfactory to the Agent, on behalf all of the Lenders: (i) for each Lender, a promissory note in the form of the Note in the principal amount of such Lxxxxx’s Commitment Amount, duly executed by the Borrower and payable to such Lender (such promissory notes collectively representing the aggregate amount of the Term Loan); (ii) this Agreement, duly executed by the Borrower and each Guarantor; (iii) a certificate of a Responsible Officer of the Borrower, and each Guarantor certifying (A) that the resolutions of the manager or others performing similar functions with respect to each of them, as applicable, approving and authorizing the execution, delivery, and performance by the Borrower, and each Guarantor of each Loan Document to which it is a party, the notices and other documents to be delivered by each of them pursuant to each Loan Document to which it is a party, and the transactions contemplated thereunder, (B) the names of the Responsible Officers authorized to the sign the Loan Documents and their true signatures, (C) the Loan Party’s charter documents and bylaws in effect as of the Closing Date and (D) copies of the organization documents of such Loan Party as in effect on the Closing Date certified by the appropriate Secretary of State as to the continued existence and good standing of the Loan Party in each jurisdiction where it is organized or qualified to do business; (iv) the duly executed Gxxxxxxx; (v) the duly executed Collateral Documents; (vi) Each deposit account of a Loan Party maintained at Bank of America, Wxxxx Fargo or Rondout Savings Bank on the Closing Date shall be subject to an automatic daily sweep to a Controlled Account; (vii) duly completed UCC financing statements, as applicable and where appropriate, fixture filings, with respect to all Collateral of the Borrower and the Guarantors, for filing in all jurisdictions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests created in such Collateral pursuant to the applicable Loan Documents; 6.1.2 The Borrower shall have delivered to the Administrative Agent the Title Insurance Policy insuring title to the Premises in accordance with the terms of the Mortgage and the Administrative Agent’s interest therein as a valid and enforceable third mortgage lien, subject only to exceptions approved by the Administrative Agent and containing (viiiA) evidence of insurance full coverage against mechanics’ liens, and loss payee endorsements required hereunder and certificates of insurance policies and/or endorsements naming Agent as additional insured or loss payee, as applicable(B) no survey exceptions except those theretofore approved by the Administrative Agent; (ix) such 6.1.3 All representations and warranties contained in this Agreement or in any of the other documents Loan Documents shall be true, correct and instruments complete in all material respects; 6.1.4 The Borrower shall have performed all terms and conditions of the Loan Documents required to be performed at that time; 6.1.5 The Borrower has not received and has no reason to believe that there is a cease and desist order from any Governmental Authority; 6.1.6 No event shall have occurred which constitutes or which, with respect the giving of notice or the lapse of time or both, would constitute an Event of Default; 6.1.7 The Borrower shall have delivered to the transactions contemplated hereby Administrative Agent each additional item required by any Loan Document or deemed reasonably necessary or advisable by the Administrative Agent. 6.1.8 If requested by the Administrative Agent or the Title Insurer; the Borrower shall have delivered to the Administrative Agent a print of an updated Survey dated or redated to such dates as the Administrative Agent or the Title Insurer may from time to time reasonably requestrequire; and 6.1.9 No portion of the Premises shall have been damaged by fire or other casualty and not repaired to the condition immediately prior to such casualty, and no condemnation or taking of the Premises or any portion thereof shall be pending or threatened; and 6.1.10 BJ'S Wholesale Club, Inc. ("BJ'S") has taken possession under that certain Lease, dated March 12, 2009 (the "BJ Lease") by and between the Borrower and BJ'S and is operating at the demised premises consisting of at least 178,588 square feet and no event of default under the BJ Lease has occurred or, after notice or lapse of time will occur; and 6.1.11 The City of New York acting through the Department of Citywide Administrative Services ("NYC") has taken possession under that certain Agreement of Lease, dated as of November 5, 2009 (the "NYC Lease") by and between the Borrower and NYC and is operating at the demised premises consisting of at least 33,048 square feet and no event of default under the NYC Lease has occurred or, after notice or lapse of time will occur; and 6.1.12 Borrower shall have delivered new leases, if any, to the Administrative Agent for the remaining unleased space at the Premises acceptable to the Administrative Agent that shall be subordinated to the Mortgage and the Building Loan Mortgage and that shall be subject if such new lease is for space in excess of 5,000 square feet at the Premises to the following Minimum Leasing Criteria (the “Minimum Leasing Criteria”): ● Fixed Rent: At least $27.00 per rentable square foot (net of concessions), triple net. ● Term: Not less than five (5) years. ● Tenant Improvement Allowance/Landlord Work: Not more than $70.00 per rentable square foot.

Conditions Precedent to the Advance. The obligation of the Lenders Lender to make the Advance on the Funding Date is subject to the prior satisfaction (or waiver in writing), as determined by Agent, of each Xxxxxx of the following conditions precedent as of the date hereof and to the Agent’s continued satisfaction on the Closing Dateprecedent: (a) Agent Lender shall have received each of the following documents, duly executed, each dated on or about the date hereofClosing Date (except for those documents expressed to be dated the Funding Date), in each case, in form and substance reasonably satisfactory to the Agent, on behalf of the LendersLender: (i) for each Lender, a promissory note in the form duly executed counterparts of the Note in the principal amount of such Lxxxxx’s Commitment AmountCollar Loan Documentation and all documents contemplated thereby, duly executed by the Borrower and payable to such Lender (such promissory notes collectively representing the aggregate amount of the Term Loanincluding any UCC-1 financing statement(s); (ii) this Agreement, duly executed by the Borrower and each Guarantor; (iii) a certificate of a Responsible Officer of Xxxxxxxx, dated the BorrowerFunding Date, and each Guarantor certifying which shall (A) that certify the resolutions of the manager its general partner, board of directors, board of managers, equivalent governing body, or others performing similar functions with respect to each of themshareholders, as applicable, approving and authorizing the execution, delivery, delivery and performance by of the Borrower, and each Guarantor of each Collar Loan Document Documentation to which it is a party, party and the notices and other documents Collar Loan Transactions to be delivered consummated by each of them pursuant to each Loan Document to which it is a party, and the transactions contemplated thereunderon such date, (B) identify by name and title and bear the names signatures of the Responsible Officers and any other officers of Borrower authorized to the sign the Collar Loan Documents Documentation to which Borrower is a party (including pursuant to any powers of attorney), and their true signatures, (C) certify certain appropriate attachments, including the Organization Documents of Borrower certified by the relevant authority of the jurisdiction of organization of Borrower and copies of all shareholders or board of directors resolutions required for the execution, delivery and performance of the Collar Loan PartyDocumentation, as requested by Xxxxxx and its counsel; (iii) a solvency certificate from a Responsible Officer of Xxxxxxxx, dated the Funding Date; (iv) (A) a favorable opinion of Xxxxxxxx’s charter documents counsel, addressed to Xxxxxx, with respect to Borrower under New York law, dated the Funding Date, and bylaws (B) a favorable opinion of Xxxxxxxx’s counsel, addressed to Xxxxxx, with respect to Borrower under Brazilian law, dated the Funding Date; (v) proper financing statements for filing under the UCC or other appropriate evidence from filing offices or central securities depository of each jurisdiction as may be necessary to perfect the security interests purported to be created by each Security Agreement; and (vi) evidence of the registration of the RDE-ROF with the Central Bank of Brazil; (b) To the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, Lender shall have received a duly executed Beneficial Ownership Certification. (c) All documented fees and expenses required to be paid under the Collar Loan Documentation on or before the Funding Date, including UCC financing statement search and filing fees, shall have been paid. (d) Each of the representations and warranties contained in effect Article 3 or in any other Collar Loan Documentation shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality, in which case it shall be true and correct in all respects) on and as of the Closing Date and the Funding Date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such date (Dunless any such representation or warranty is qualified as to materiality, in which case it shall be true and correct in all respects as of such date). (e) copies Since Borrower’s inception, no event or condition has resulted in, or could be reasonably expected to cause, either individually or in the aggregate, a Material Adverse Effect. (f) Borrower shall have delivered a Borrowing Notice in accordance with the requirements hereof. (g) After giving effect to the making of the organization documents Advance and the use of such Loan Party as in effect on proceeds therefrom, no Default, Event of Default, Collateral Event of Default, or Early Collar Termination Event shall have occurred and be continuing, or would result from the Closing Date certified by Advance or from the appropriate Secretary application of State as the proceeds therefrom. (h) 90,000,000 Collateral Shares shall have been (or shall be, substantially concurrently with the making of the Advance hereunder) credited to the continued existence and good standing of the Loan Party in each jurisdiction where it is organized or qualified to do business;Collateral Account free from all Transfer Restrictions. (ivi) the duly executed Gxxxxxxx; (v) the duly executed The Collateral Documents; (vi) Each deposit account Requirement shall have been satisfied in all respects. Delivery by Borrower of a Loan Party maintained at Bank of America, Wxxxx Fargo or Rondout Savings Bank on the Closing Date Borrowing Notice shall be subject deemed to an automatic daily sweep constitute a representation and warranty by Borrower that the conditions to a Controlled Account; (vii) duly completed UCC financing statements, as applicable and where appropriate, fixture filings, with respect to all Collateral of making the Borrower and the Guarantors, for filing in all jurisdictions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests created in such Collateral pursuant to the applicable Loan Documents; (viii) evidence of insurance and loss payee endorsements required hereunder and certificates of insurance policies and/or endorsements naming Agent as additional insured or loss payee, as applicable; (ix) such other documents and instruments with respect to the transactions contemplated hereby as the Agent may reasonably requestAdvance have been satisfied.