Common use of Conditions Precedent to the Loan Clause in Contracts

Conditions Precedent to the Loan. The obligation of Lender to make the Loan on the Closing Date is subject to the conditions precedent that Lender shall have received on or before the Closing Date all of the following, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lender: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties thereto; (b) the Intercreditor Agreement; (c) unless waived by Lender, loss payable endorsements with respect to all property insurance maintained by Borrower as of the Closing Date, all as described on Schedule 6.1(g) attached hereto and made a part hereof; (d) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens; (f) an insurance broker's certificate relating to each insurance policy maintained by Borrower as of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; and

Conditions Precedent to the Loan. The obligation of Lender Bank to make the Loan on the Closing Date is subject to the conditions condition precedent that Lender Bank shall have received on or before the Closing Date day of the Loan all of the following, each dated (unless otherwise indicated) the Closing Date and each such day, in form and substance satisfactory to Lender and in such number of counterparts as may be requested by LenderBank: (a) this Agreement, the The Note, the Disbursement Agreementproperly completed, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties thereto;on behalf of Borrower. (b) The Hypothecation Agreement, properly executed and delivered on behalf of Sunrise, granting to Bank a security interest in, among other things, all of the Intercreditor Equipment Leases, the Equipment subject to such Equipment Leases and other property described therein as security for the performance of Borrower's obligations under this Agreement and the Note, together with any UCC-1 financing statements or other document deemed necessary or desirable by Bank to perfect the security interest granted by the Hypothecation Agreement;. (c) unless waived by LenderThe Guaranty, loss payable endorsements with respect to all property insurance maintained by Borrower as properly executed and delivered on behalf of the Closing Date, all as described on Schedule 6.1(g) attached hereto and made a part hereof;Sunrise. (d) copies A certified copy of UCC-11sthe resolutions of the Board of Directors of each of Borrower and Sunrise, or equivalent reports, listing approving the execution and delivery of the Loan Documents to which it is a party and approving all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements;other matters contemplated by this Agreement. (e) duly executed releases A certificate by the Secretary or assignments any Assistant Secretary of Liens each of Borrower and UCC-3 financing statements in recordable formSunrise certifying the names of the officer or officers of each of Borrower and Sunrise authorized to sign the Loan Documents to which each is a party, and in form and substance satisfactory to Lender, covering together with a sample of the true signature of such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens;officer. (f) an insurance broker's certificate relating to A copy of (i) the Articles or Certificate of Incorporation of each insurance policy maintained of Borrower and Sunrise, certified by Borrower the appropriate Secretary of State as of a date not more than twenty (20) days prior to the Closing Date together with a copy date hereof, and (ii) copies of the Bylaws, and any amendments thereto, of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form Borrower and substance satisfactory to Lender; andGuarantor certified by each corporate Secretary.

Conditions Precedent to the Loan. The obligation of Lender to make the Loan on the Closing Date is subject to the conditions precedent that Lender shall have received on or before the Closing Date all of the following, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lender: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas TARC Security Documents and the Financing Statements, each duly executed and delivered by the parties thereto; (b) the fully executed and delivered Intercreditor Agreement; (c) a commitment for mortgagee policy of title insurance (the "Title Commitment") issued by First American Title Insurance Company (the "Title Company") in favor of Lender and Indenture Trustee in form and substance satisfactory to Lender and in an amount satisfactory to Lender, committing to insure that the Mortgage creates valid, first and prior Liens in the fee estate covered thereby (collectively, the "Mortgaged Property"), except for Permitted Liens; (d) unless waived by Lender, loss payable endorsements with respect to all property insurance maintained by Borrower as of the Closing Date, all as described on Schedule 6.1(g6.1(f) attached hereto and made a part hereof; (de) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (ef) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens; (fg) an insurance broker's certificate relating to each insurance policy maintained by Borrower as of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; (h) the initial Budget, in form and substance satisfactory to Lender; and (i) certified copies of the fully executed and delivered Senior Loan Documents, as amended by the TARC Supplemental Indenture which shall be in form and substance satisfactory to Lender.

Conditions Precedent to the Loan. The obligation of Lender to make the Loan on the Closing Date is subject to the conditions precedent that Lender shall have received on or before the Closing Date all of the following, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lender: (a) As a condition precedent to the borrowing of the Loan hereunder, the Lender must receive the following from the Borrower in form reasonably satisfactory to the Lender and, except for items (i) and (ii) below, dated as of the date of the borrowing of the Loan (it being agreed that the forms delivered to the Administrative Agent under the Incorporated Agreement, with such changes as are appropriate to refer to this Agreement, are satisfactory to the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each Lender): (i) this Agreement duly executed and delivered by on behalf of the parties theretoBorrower; (bii) if requested by the Intercreditor AgreementLender at least two Business Days prior to the borrowing of the Loan, a promissory note as contemplated in Paragraph 1(d) above; (ciii) unless waived a certificate signed by Lender, loss payable endorsements with respect to all property insurance maintained by any Authorized Officer or Secretary or Assistant Secretary of the Borrower stating that as of the Closing Datedate of the borrowing of the Loan no Event of Default or Potential Default shall exist and that the representations and warranties contained in Paragraph 3 of this Agreement are true and correct on such date (including, all as described on Schedule 6.1(g) attached hereto and made a part hereofwithout limitation, those incorporated herein); (div) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filedthe Certificate of Incorporation of the Borrower, together with copies all amendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of all such financing statementsthe Borrower, and a certificate of good standing, certified on or within ten days prior to the date hereof by the Secretary of State of Delaware; (ev) duly executed releases copies, certified by any Authorized Officer or assignments the Secretary or Assistant Secretary of Liens the Borrower, of its By-Laws and UCC-3 financing statements in recordable formits Board of Directors’ resolutions, authorizing the execution, delivery and in form performance of the this Agreement and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted LiensLoan Documents; (fvi) an insurance broker's certificate relating to each insurance policy maintained incumbency certificate, executed by Borrower as any Authorized Officer or the Secretary or Assistant Secretary of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policyBorrower, evidence which shall identify by name and title and bear the signature of the payment officers of the premiums thereforBorrower authorized to sign the Loan Documents and to sign any other documents and notices in connection with this Agreement and to make borrowings under this Agreement (on which the Lender shall be entitled to rely until informed of any change in writing by the Borrower); (vii) a written opinion of the Borrower’s counsel, Jones Day, addressed to the Lender; (viii) a notice of borrowing (in the form of Exhibit C hereto); (ix) each representation and warranty set forth or referred to in Section 3 below shall be true and correct in all in form and substance satisfactory to Lendermaterial respects as if made on the date of such borrowing; and (x) no Default or Event of Default shall have occurred and be continuing on the date of such borrowing.

Conditions Precedent to the Loan. The obligation of the Lender to make disburse the Loan on Initial Advance and to fund the Closing Date is Certificate of Deposit shall be subject to satisfaction of the conditions precedent that following conditions, unless waived in writing by the Lender: (a) all legal matters and all Transaction Documents incident to the transactions contemplated hereby shall be reasonably satisfactory, in form and substance, to Lender's counsel; (b) the Lender shall have received on (i) certificates by an authorized officer or before representative of Borrower upon which the Closing Date Lender may conclusively rely until superseded by similar certificates delivered to the Lender, certifying that (1) all of requisite action taken in connection with the following, each dated transactions contemplated hereby has been duly authorized and (unless otherwise indicated2) the Closing Date names, signatures, and each in form authority of Borrower’s authorized signers executing the Loan Documents, and substance satisfactory (ii) such other documents as the Lender may reasonably require to Lender and in such number of counterparts as may be requested by Lender: (a) this Agreementexecuted by, the Noteor delivered on behalf of, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties thereto; (b) the Intercreditor Agreement; Borrower; (c) the Lender shall have received the Note with all blanks appropriately completed, executed by an authorized signer for Borrower; (d) Borrower shall have maintained its financial condition in a manner satisfactory to the Lender (it being understood that Borrower has ceased operations, is currently without funds other than the Loan and that the Loan will not, unless waived the transactions contemplated by the Asset Purchase Agreement are consummated, satisfy all of Borrower’s known creditors’ claims), and no material adverse change shall have occurred in Borrower’s financial condition or prospects; (f) the Financing Statement shall be assigned of record to the Lender, loss payable endorsements ; and (g) the Lender shall have received written instructions from the Borrower with respect to all property insurance maintained by Borrower as disbursement of the Closing Date, all as described on Schedule 6.1(g) attached hereto and made a part hereof; (d) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens; (f) an insurance broker's certificate relating to each insurance policy maintained by Borrower as proceeds of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; andLoan then disbursable hereunder.

Conditions Precedent to the Loan. The obligation of the Lender to make the Loan on the Closing Date is subject to the fulfillment, to the satisfaction of the Lender, of all of the following conditions precedent that in addition to the conditions specified in Article II: (a) Borrower shall have executed and delivered to the Lender the Note, dated the Closing Date. (b) Lender shall have received on or before the Closing Date all an executed copy of: (i) a certificate of the followingBorrower, each dated (unless otherwise indicated) the Closing Date Date, substantially in the form set forth in Exhibit L hereto together with the attachments specified therein; (ii) an opinion of Xxxxxxx Xxxxxx Xxxxxx & Dodge LLP, counsel to Borrower, dated the Closing Date, substantially in the form of Exhibit M hereto and each otherwise in form and substance satisfactory to Lender and in such number of counterparts as may be requested by the Lender: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties thereto; (biii) the Intercreditor Agreement; (c) unless waived by Lenderan opinion of Xxxx Xxxxxxxxxx, loss payable endorsements with respect to all property insurance maintained by counsel of Borrower as of , dated the Closing Date, all as described on Schedule 6.1(g) attached substantially in the form of Exhibit N hereto and made a part hereof;otherwise in form and substance satisfactory to the Lender. (div) copies an opinion of UCC-11sXxxxxx, or equivalent reportsXxxxx & Anasasi, listing all effective financing statements which name Borrower (under its present nameLLP, any trade names and any previous names) as debtor and which are filedcounsel of Borrower, together with copies dated the Closing Date, substantially in the form of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, Exhibit O hereto and in form and substance satisfactory to the Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens;. (fc) an insurance broker's certificate relating Borrower shall have delivered to each insurance policy maintained by the Lender a certificate, dated the Closing Date, of a Senior Officer of Borrower (the statements made in which shall be true and correct on and as of the Closing Date Date): (i) attaching copies, certified by such officer as true and complete, of Borrower’s certificate of incorporation or other organizational documents (together with any and all amendments thereto) certified by the appropriate Governmental Authority as being true, correct and complete copies; (ii) attaching copies, certified by such officer as true and complete, of resolutions of the Board of Directors of Borrower authorizing and approving the execution, delivery and performance by Borrower of this Agreement, the other Transaction Documents and the transactions contemplated herein and therein; (iii) setting forth the incumbency of the officer or officers of Borrower who have executed and delivered this Agreement and the other Transaction Documents including therein a copy signature specimen of each such insurance policy officer or officers; and (iv) attaching copies, certified by such officer as true and complete, of certificates or evidence of coverage under such policy, evidence of the payment appropriate Governmental Authority of the premiums thereforjurisdiction of formation, all stating that Borrower is in good standing under the laws of such jurisdiction. (d) Borrower shall have executed and delivered to the Lender the Loan Documents and such other documents as the Lender may reasonably request, in each case, in form and substance satisfactory to the Lender; and. (e) Borrower shall have executed and delivered to the Lender the Warrant Agreement. (f) The Transaction Documents shall be in full force and effect. (g) The Lender shall have received all fees and expenses due and payable to the Lender on the Closing Date under this Agreement and the other Transaction Documents. (h) No event shall have occurred and be continuing that constitutes a Default or an Event of Default under this Agreement or a similar event under the other Transaction Documents and no such event will occur or will have occurred by reason of the Loan. (i) The representations and warranties made by Borrower in Article VIII hereof and in the other Transaction Documents shall be true and correct as of the Closing Date, before and after giving effect to the Loan. (j) Borrower shall have delivered to the Lender true copies of the License Agreements certified by an officer of Borrower, including all amendments, supplements or other modifications thereto, and each License Agreement and amendment, supplement or other modification thereto shall be in full force and effect. (k) All filings, recordings and other actions that are necessary or reasonably requested by the Lender in order to establish, protect, preserve and perfect the security interest in the assets of Borrower as provided in the Security Agreement as a valid and perfected first priority security interest with respect to such assets shall have been duly effected. (l) All necessary governmental and third-party approvals, consents and filings, including in connection with the Loan, the Security Agreement and the Warrant Agreement shall have been obtained or made and be in full force and effect. (m) The Lender shall have conducted a background check of the officers of Borrower and the results shall be to the satisfaction of the Lender. The Lender shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, including, without limitation, the information described in Section 13.19. (n) The Lender shall have received from Borrower (i) an executed copy of the Release of Security Agreement between Borrower and Xxxx Royalty Funds Holdings II, (ii) evidence to the satisfaction of the Lender that such release(s) in form and substance satisfactory to the Lender will be filed with the U.S. Patent and Trademark Office and the U.S. Copyright Office on the Closing Date, (iii) evidence to the satisfaction of the Lender that a UCC-3 termination statement will be filed with the office of the Secretary of State of the State of Delaware on the Closing Date, and (iv) evidence to the satisfaction of the Lender of agreements to terminate (A) the lockbox agreement among Xxxx Royalty Funds Holdings II, Borrower and XX Xxxxxx Chase Bank, and (B) the escrow arrangement with respect to duplicate libraries for the benefit of Xxxx Royalty Funds Holdings II.

Conditions Precedent to the Loan. The obligation Each of Lender the following is a condition precedent to make Agent and Lenders making the Loan on the Closing Date is subject to the conditions precedent that Lender Loan: (a) Agent shall have received a copy of the Confirmation Order as duly entered by the Bankruptcy Court and entered on the docket of the Clerk of the Bankruptcy Court in the Chapter 11 Case certified by the Clerk of the Bankruptcy Court, following due notice to such creditors and other parties-in-interest as required by the Bankruptcy Court, which order shall include such provisions with respect to the Credit Facility as are reasonably satisfactory to Agent and, providing, among other things, that Borrowers shall be authorized to (i) enter into this Agreement, the other Financing Agreements and the Working Capital Loan Documents, (ii) grant the liens and security interests and incur or before guaranty the Closing Date Indebtedness under this Agreement, the other Financing Agreements and the Working Capital Loan Documents, and (iii) issue, execute and deliver all documents, agreements and instruments necessary or appropriate to implement and effectuate all obligations under this Agreement, the other Financing Agreements and the Working Capital Loan Documents and to take all other actions necessary to implement and effectuate borrowings under this Agreement, the other Financing Agreements and the Working Capital Loan Documents. Without limiting the generality of the foregoing, Agents shall be satisfied (i) with the terms and conditions (including, without limitation, lien and debt subordination provisions, payment terms, interest rates, covenants, remedies, defaults and other material terms) of the New Notes to be issued by Parent; provided, that the New Notes shall (A) have a maturity date not earlier than 7 years following the effective date of the Chapter 11 Plan, (B) bear non-default interest at a cash-pay rate of interest of not exceeding 10% per annum, (C) have no amortization due thereunder until the maturity date thereof, and (D) be secured by third priority liens on substantially all of the followingassets of the Borrowers, each dated (unless otherwise indicated) which liens securing the Closing Date New Notes, and each the Indebtedness thereunder, shall be subordinated to the Obligations and the Working Capital Loan Debt pursuant to the New Note Intercreditor Agreement, which shall be in form and substance satisfactory to Lender Agent and Working Capital Loan Agent in Agent's and Working Capital Loan Agent's sole but reasonable discretion, and (ii) that the issuance to the holders of the New Notes of equity interests in the reorganized Borrowers is limited to common stock, but shall consist of substantially all of such number of counterparts as may common stock, subject to stock options with respect to such common stock to be requested by Lender: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties theretoissued to Borrowers' management pursuant to Borrowers' 2004 Stock Option Plan; (b) Agent shall have received evidence, satisfactory to Agent, that prior to the Intercreditor date hereof or concurrently herewith, (i) the Effective Date shall have occurred, the Confirmation Order shall be valid, subsisting and continuing as a Final Order and all conditions precedent to the effectiveness of the Chapter 11 Plan shall have been fulfilled, or validly waived, including, without limitation, the execution, delivery and performance of all of the conditions thereof other than conditions that have been validly waived (but not including conditions consisting of the effectiveness of this Agreement), and (ii) no motion, action or proceeding shall be pending or filed by any creditor or other party-in-interest to the Chapter 11 Case which could adversely affect the Chapter 11 Plan, the consummation of the Chapter 11 Plan, the business or operations of Borrowers or the transactions contemplated by the Financing Agreements and the Working Capital Loan Documents, as determined by Agent in good faith; (c) unless waived Agent and Working Capital Agent shall each be reasonably satisfied with the application of "fresh start" accounting rules to Borrowers after the Effective Date of the Chapter 11 Plan. (d) Agent shall have received, in form and substance satisfactory to Agent, all releases, terminations and such other documents as Agent may request to evidence and effectuate the termination by Lenderthe Existing Lenders of their respective financing arrangements with Borrowers and Guarantors and the termination and release by Existing Lenders, loss payable endorsements and by any other Person holding a security interest or lien that is not permitted by Section 9.8, of any interest in and to any assets and properties of each Borrower and Guarantor, duly authorized, executed and delivered by each of them (or by their agent), including, but not limited to, (i) UCC termination statements for all UCC financing statements previously filed by it or any of them or their predecessors, as secured party and any Borrower or Guarantor, as debtor; and (ii) satisfactions and discharges of any mortgages, deeds of trust or deeds to secure debt by any Borrower or Guarantor in favor of it or any of them, in form acceptable for recording with the appropriate Governmental Authority; (e) all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be reasonably satisfactory in form and substance to Agent, and Agent shall have received all information and copies of all documents, including certificates of incorporation or formation, by-laws, operating agreement or other applicable governing documents and records of requisite corporate action and proceedings which Agent may have reasonably requested in connection therewith, such documents where requested by Agent or its counsel to be certified by appropriate corporate officers or Governmental Authority (and including a copy of the certificate of incorporation of each Borrower and Guarantor certified by the Secretary of State (or equivalent Governmental Authority) which shall set forth the same complete corporate name of such Borrower or Guarantor as is set forth herein and such document as shall set forth the organizational identification number of each Borrower or Guarantor, if one is issued in its jurisdiction of incorporation); (f) no Material Adverse Effect shall have occurred since August 25, 2004; (g) Agent shall have received from Working Capital Agent the results of its field review of the Borrowers' Records and such other information with respect to the Collateral as Working Capital Loan Agent may require, the results of which, (i) shall have been obtained not more than seven (7) days prior to the date hereof or within such other longer time period as Agent shall elect in good faith, (ii) shall not reflect any material adverse changes from the results of Working Capital Agent's latest field examinations and (iii) shall be satisfactory to Agent; (h) Agent shall have received, in form and substance satisfactory to Agent, all property insurance maintained consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary in order to permit, protect and perfect its security interests in and liens upon the Collateral and to effectuate the provisions or purposes of this Agreement and the other Financing Agreements, including, without limitation, Collateral Access Agreements executed by Borrower owners and lessors of leased premises of Borrowers and by processors, warehouse owners and other bailees at which any Collateral is located; (i) the Excess Availability as determined by Working Capital Agent, as of the Closing Date, shall be not less than $20,000,000 after giving effect to (i) the Loan to be made in connection with the transactions hereunder, (ii) the initial Working Capital Loans made or to be made and Letter of Credit Accommodations (as defined in the Working Capital Loan Agreement) issued or to be issued, and all as described on Schedule 6.1(g) attached hereto fees and made a part hereofexpenses to be paid in connection with the consummation of the Chapter 11 Plan and the initial transactions hereunder and under the Working Capital Loan Agreement; (dj) copies of UCC-11sAgent shall have received, or equivalent reportsin form and substance reasonably satisfactory to Agent, listing all effective financing statements which name Deposit Account Control Agreements by and among Agent, Working Capital Loan Agent, each Borrower and Guarantor, as the case may be and each bank where such Borrower (under its present nameor Guarantor) has a deposit account (other than as provided in Section 5.2(d) hereof), any trade names in each case, duly authorized, executed and any previous names) delivered by such bank and Borrower or Guarantor, as debtor and which are filed, together with copies of all such financing statementsthe case may be; (ek) duly executed releases or assignments Agent shall have received evidence, in form and substance reasonably satisfactory to Agent, that Agent has a valid perfected security interest in all of Liens the Collateral (excluding motor vehicles currently owned by Borrowers), subject only to the prior liens of Working Capital Agent; (l) Agent shall have received and UCC-3 financing statements reviewed lien and judgment search results for the jurisdiction of organization of each Borrower and Guarantor, the jurisdiction of the chief executive office of each Borrower and Guarantor and all jurisdictions in recordable formwhich assets of Borrowers and Guarantors are located, and which search results shall be in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted LiensAgent; (fm) an insurance broker's certificate relating to each insurance policy maintained by Borrower as of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policyAgent shall have received, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; andAgent, a valid and effective title insurance policy issued by a company and agent acceptable to Agent: (i) insuring the priority and amount of the Mortgages, (ii) insuring against matters that would be disclosed by surveys and (iii) containing any legally available endorsements, assurances or affirmative coverage reasonably requested by Agent in accordance with its customary practices for protection of its interests; (n) Agent shall have received copies of the shares of the stock certificates representing all of the issued and outstanding shares of the Capital Stock of each Borrower and Guarantor (other than Parent) and owned by any Borrower or Guarantor (limited, however, to 65% of issued and outstanding shares of the Capital Stock of each first-tier subsidiary of Borrowers and Guarantors that is incorporated outside of the United States of America), in each case together with copies of stock powers duly executed in blank with respect thereto, and Agent shall have received evidence satisfactory to Agent that the originals of such stock certificates and stock powers have been delivered to the Working Capital Agent; (o) Agent shall have received evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements, in form and substance satisfactory to Agent, and certificates of insurance policies and/or endorsements naming Agent as loss payee as its interests may appear, as applicable; (p) Agent shall have received, in form and substance satisfactory to Agent, such opinion letters of counsel to Borrowers and Guarantors with respect to the Financing Agreements and such other matters as Agent may reasonably request; (q) 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 reasonably satisfactory to Agent;

Conditions Precedent to the Loan. The obligation of Lender to make the Loan on the Closing Date hereunder is subject to the conditions condition precedent that Lender shall have received received, on or before the Closing Date (unless otherwise indicated), all of the following, each dated (unless otherwise indicated) as of the Closing Date and each Date, in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lenderits sole discretion: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly properly executed and delivered by the parties theretoon behalf of Borrower; (b) each of the Intercreditor Agreementother Loan Documents, properly executed on behalf of Borrower or Guarantor, as the case may be; (c) unless waived copies of the Memorandum of Association and Articles of Association of Borrower, certified by Lender, loss payable endorsements with respect to all property insurance maintained by an authorized officer of Borrower as of the Closing Date, all as described on Schedule 6.1(g) attached hereto being true and made a part hereofcorrect copies thereof; (d) copies of UCC-11sthe Articles of Incorporation of Guarantor and Charterer, respectively, certified by an authorized officer of Guarantor or equivalent reportsCharterer, listing all effective financing statements which name Borrower (under its present nameas applicable, any trade names as being true and any previous names) as debtor and which are filed, together with correct copies of all such financing statementsthereof; (e) duly executed releases or assignments a signed copy of Liens a certificate of an authorized officer of Borrower, which shall certify the names of the officers of Borrower authorized to execute and UCC-3 financing statements in recordable formdeliver this Agreement and the other Loan Documents, and other documents or certificates to be delivered pursuant to the Loan Documents by Borrower or any of Borrower's officers, together with the true signatures of such officers. Lender may conclusively rely on such certificate until Lender shall receive a further certificate of an authorized officer of Borrower canceling or amending the prior certificate and submitting the signatures of the officers named in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liensfurther certificate; (f) an insurance broker's signed copies of a certificate relating to of authorized officers of each insurance policy maintained by Borrower as of Guarantor and Charterer, respectively, which shall certify the names of the Closing Date officers of Guarantor or Charterer, as applicable, authorized to execute and deliver the Guaranty or the Charter Agreement, as applicable, or any other documents or certificates which may be required under this Agreement or any of the other Loan Documents, together with the true signatures of such officers. Lender is hereby authorized to conclusively rely on such certificate until Lender shall receive a copy further certificate of each such insurance policy an authorized officer of Guarantor or certificates Charterer canceling or evidence of coverage under such policy, evidence amending the prior certificate and submitting the signature of the payment officers named in such further certificate. (g) opinions of counsel to the premiums thereforBorrower covering various matters of law with respect to (i) the State of Illinois, all (ii) the Cayman Islands, British West Indies, and (iii) the Republic of Vanuatu, which opinions shall be in form and substance reasonably satisfactory to Lender. (h) copies of the respective corporate resolutions of Borrower and Guarantor authorizing and approving the Loan and the execution and delivery of the applicable Loan Documents, certified by the respective Secretary of Borrower and Guarantor as being a true and correct copy thereof; (i) a copy of the corporate resolution of Charterer authorizing the execution and delivery of the Charter, the Acknowledgment and any other documents related thereto; (j) a good standing certificate with respect to Borrower, issued as of a recent date by the Secretary of State or other appropriate and authorized official of Borrower's respective jurisdiction of incorporation; (k) Guaranty Agreement executed by Guarantor, with the Guarantor providing a full and unconditional Guaranty of all Obligations of Borrower under this Agreement and the Note, which shall guaranty the Obligations on a joint and several basis; (l) an opinion of counsel to Guarantor, which opinion shall be in form and substance reasonably satisfactory to Lender; (m) an opinion of counsel to Charterer, which opinion shall be in form and substance reasonably satisfactory to Lender; (n) duly executed and filed Security Documents establishing in Lender, as determined by Lender's counsel, to be received by Lender prior to the disbursement of any Loan proceeds; andit being agreed that Lender is under no obligation to disburse any proceeds until it receives satisfactory evidence of its first preferred mortgage position on the Vessel; (o) evidence that all insurance policies required under any of the Loan Documents and all other documents which may be required thereunder, are in full force and effect; (p) all accrued and unpaid fees and expenses payable hereunder or pursuant to the terms hereof; (q) evidence satisfactory to Lender regarding ownership and documentation of the Vessel and confirming that all licenses have been obtained by Borrower and are in full force and effect to operate the Vessel according to their intended use. (r) such other documents, certification, acknowledgments or opinions of counsel or other experts respecting the Loan Documents as Lender shall reasonably request.

Conditions Precedent to the Loan. The obligation obligations of the Lender to make the Loan on to the Closing Date Borrower is subject to the conditions condition precedent that the Lender shall have received on or before the Closing Date all of the following, each dated (unless otherwise indicatedexpressly stated) in form and substance satisfactory to the Lender: (a) This Agreement and the Note, properly executed on behalf of the Borrower; (b) The Receivables Purchase Agreement, properly executed on behalf of the Borrower and TCSI; (c) The Lockbox Agreement, the Lockbox Paying Agent Agreement, the Backup Servicing Agreement and the Paying Agent Agreement, properly executed on behalf of the applicable parties; (d) The Borrower will have adjusted equity (as defined in FASB 91) of at least $1,142,800; (e) UCC-1 financing statements to be filed with the Secretaries of State of South Dakota and Delaware naming (i) TCSI as debtor/seller, the Borrower as secured party/purchaser and the Lender as assignee and (ii) the Borrower as debtor and the Lender as secured party; (f) Current UCC searches of the Secretaries of State of South Dakota and Delaware showing that no financing statements or other notifications or filings have been filed and remain in effect against the Borrower or TCSI with respect to any Collateral, other than those for which the Lender has received an appropriate release, termination or satisfaction or those permitted in accordance with Section 8.1; (g) Certificates of the Secretary or Assistant Secretary of each of the Borrower and TCSI containing: (i) copy of the resolutions of the board of directors evidencing approval of all Transaction Documents and the other matters contemplated hereby; (ii) the names of the officers authorized to sign the Transaction Documents and the other documents or certificates to be delivered pursuant to this Agreement, together with the true signatures of such officers. The Lender may conclusively rely upon such certificates until it receives a further certificate of the Secretary or an Assistant Secretary of the Borrower or TCSI (as the case may be) canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate; and (iii) copies of the certificate of incorporation and bylaws certified as being true and correct copies thereof. (h) A certificate of good standing with respect to each of the Borrower and TCSI dated not more than thirty (30) days prior to the Closing Date Date, and evidence satisfactory to the Lender that each of the Borrower and TCSI is qualified to conduct its business in each state where it presently conducts such business if failure to obtain any such qualification or licensing is reasonably likely to have a Material Adverse Effect; (i) A certificate as to the aggregate amount of Eligible Receivables as of the close of business on April 30, 2001; (j) The opinion of Xxxxxxx X. Angel as to certain corporate matters with respect to TCSI, in form and substance satisfactory to the Lender and addressed to the Lender; (k) One or more opinions of Faegre & Xxxxxx LLP with respect to "true sale," substantive consolidation, creation of a security interest under this Agreement and the Receivables Purchase Agreement, and corporate matters with respect to the Borrower and TCSI, each in form and substance satisfactory to the Lender and in such number of counterparts as may be requested by addressed to the Lender: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties thereto; (bl) the Intercreditor Agreement; (c) unless waived by LenderThe opinion of Davenport, loss payable endorsements with respect to all property insurance maintained by Borrower as Evans, Xxxxxxx & Xxxxx, L.L.P. regarding perfection and priority of the Closing Date, all as described on Schedule 6.1(g) attached hereto Borrower's and made a part hereof; (d) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements the Lender's respective security interests in recordable form, and the Receivables in form and substance satisfactory to the Lender and addressed to the Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens; (fm) Payment of all fees and expenses then due and payable pursuant to a fee letter between the Lender and the Borrower and the other fees and expenses payable pursuant to Section 12.5; and (n) A solvency certificate from an insurance broker's certificate relating to each insurance policy maintained by Borrower as officer of the Closing Date together with a copy Borrower in the form of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; andExhibit B.

Conditions Precedent to the Loan. The obligation of the Lender to make advance the Loan on the Closing Date is subject to satisfaction (or waiver by the Lender in its sole discretion) of each of the following conditions precedent that precedent. (a) The Lender or its counsel shall have received on or before the Closing Date all of the following, with each Instrument dated the date of this Agreement (unless or as otherwise indicatedagreed to by the Lender), and in form and substance as shall be satisfactory to the Lender: (i) this Agreement, duly executed by the Borrower and the Original Guarantor; (ii) each of the Security Documents, each duly executed by the Borrower or other applicable Credit Party, together with any UCC filings or other Instruments for filing or registration, notarizations thereof, notices with respect thereto or other Instruments determined by the Lender to be necessary or desirable to establish and perfect the Liens established pursuant to the Security Documents; (iii) the Closing Date Subordinations, each duly executed by Computershare Trust Company of Canada; (iv) to the extent not specifically referenced, each other Loan Document, duly executed by the Borrower or the Credit Party that is party thereto; (v) a gold and each silver supply agreement (in form and substance satisfactory to the Lender) among the Borrower, the Original Guarantor and the Lender, permitting the Lender at its option, to purchase all of the gold and in such number silver produced at any of counterparts the Mining Properties, shall have been fully executed and delivered to the Lender by the Borrower and each of the other Credit Parties as may be requested by Lender:necessary (the “Gold and Silver Supply Agreement”); (avi) this Agreementan Omnibus Certificate for each Credit Party, duly executed by officers thereof substantially in the Noteform of Exhibit A hereto, together with each Credit Party’s articles of incorporation, bylaws, resolutions, certificates of good standing and certification of incumbency; (vii) evidence satisfactory to the Disbursement Agreement, Lender confirming the TransTexas validity of the Security Documents and their application to the Financing StatementsLoan and the Obligations as well as the validity and perfection of the Liens granted by such Security Documents with the Agreed Priority; (viii) opinions of legal counsel for the Credit Parties, each duly executed dated the Closing Date and delivered by addressed to the parties theretoLender in form and substance acceptable to the Lender (subject to customary assumptions and qualifications); and (ix) all such other approvals, opinions, documents, Instruments or other evidence as the Lender may reasonably request; (b) all representations and warranties made by the Intercreditor AgreementCredit Parties herein and/or in any other Loan Documents shall be true and correct on the Closing Date; (c) unless waived by Lenderthe Borrower shall have paid the Structuring Fee and all other applicable costs, loss payable endorsements with respect to all property insurance maintained by Borrower fees and expenses on and as of the Closing Date, all as described on Schedule 6.1(g) attached hereto and made a part hereofdate of this Agreement; (d) copies no Default or Event of UCC-11s, Default has occurred and is continuing or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) could occur as debtor and which are filed, together with copies a result of all such financing statementsthe making of the Loan or the use of the proceeds thereof; (e) duly executed releases all approvals, consents and authorizations of Governmental Authorities, the shareholders of the Borrower or assignments of Liens other Persons required in connection with this Agreement and UCC-3 financing statements the other Loan Documents shall have been obtained and remain in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Lienseffect; (f) an insurance broker's certificate there is no pending or threatened action or proceeding before any Governmental Authority against or affecting any Credit Party or any Mineral Properties; (g) there shall not exist any litigation, investigation, bankruptcy or insolvency, injunction, order or claim affecting or relating to any Credit Party or any of its Subsidiaries, or any Mining Property, which has had or could be expected to have, a Material Adverse Effect, or which could be expected to affect the legality, validity or enforceability of this Agreement or any other Loan Document, that has not been settled, dismissed, vacated, discharged or terminated; (h) no Material Adverse Effect shall have occurred and the Lender has not become aware of any facts which, in the Lender’s opinion, could have a Material Adverse Effect during the term of the Loan; (i) since March 31, 2011, the date of the Borrower’s most recent audited financial statements, a copy of which is attached in Schedule 6.1(g) attached hereto, there has been no change, event or occurrence that has had, or could reasonably be expected to have, a Material Adverse Effect; (j) all data, reports, maps, surveys, financial statements, Instruments and other information requested by the Lender prior to the Closing Date for its due diligence, including searches of all Lien filings, registrations and records deemed necessary by the Lender, and copies of any documents, filings and Instruments on file in such jurisdictions, shall have been provided, and the Lender shall have completed its technical, legal, financial, permitting, environmental and other due diligence investigation of the Credit Parties and the Mineral Properties in scope, and with results, satisfactory to the Lender; (k) the Lender shall be satisfied with the form of the Loan Documents; (l) delivery of a solvency certificate from the chief financial officer or the chief executive officer of the Borrower in the form of Exhibit C, certifying that none of the Credit Parties (i) is legally prohibited or restricted from entering into and performing its obligations under the Loan Documents to which it is a party, (ii) is unable to pay its debts as they become due in the ordinary course of business, (iii) will be rendered insolvent by virtue of the advance of the Loan, (iv) will be left with an unreasonably small amount of capital or (v) has incurred Indebtedness which cannot be satisfied on a timely basis; (m) the Borrower shall have issued to the Lender 1,500,000 warrants all on terms and conditions satisfactory to the Lender, and for certainty, said warrants will be exercisable at an exercise price equal to $0.1862 and will have a term of three years (collectively, the “Warrants”); (n) the Borrower shall have received all regulatory approvals from the Exchange and any other necessary Authorization with respect to the issuance of the Warrants; and (o) each insurance policy maintained Credit Party has performed and complied with all agreements and conditions herein and in the other Loan Documents required to be performed and complied with on or prior to the date of the proposed Loan, except those agreements and conditions waived by the Lender. The Borrower’s request for a Loan shall be deemed to constitute a representation and warranty by the Borrower as of the Closing Date together with a copy date of each such insurance policy or certificates or evidence Loan that the applicable conditions in paragraphs (a) through (o) of coverage under such policythis Section have been, evidence of the payment of the premiums thereforand remain, all in form and substance satisfactory to Lender; andsatisfied.

Conditions Precedent to the Loan. The obligation As conditions precedent -------------------------------- to Lender's making of Lender the Loan, the following shall occur prior to make or at the Loan on Closing: (a) the Closing Date is subject Borrower shall have duly and validly issued, executed and delivered the Note to the conditions precedent that Lender Lender; (b) the Borrower shall have received delivered the Initial Consideration Shares to the Lender free of any and all Liens and restrictive legends (other than restrictions on transfer imposed by applicable securities laws and restrictive legends making reference thereto). (c) the Borrower shall have effected the appointment or before election of one Lender-designated person to the Closing Date all Borrower's Board of Directors; (d) the Borrower shall have made the following additional deliveries to the Lender: (i) certificates of existence and good standing of the followingBorrower in the State of Nevada, each dated and certificates of qualification as a foreign corporation and good standing in the State of Colorado; (unless otherwise indicatedii) a certificate of the Borrower's Secretary certifying (A) the Closing Date Borrower's charter and each bylaws, (B) duly adopted resolutions of the Borrower's board of directors in form and substance satisfactory to the Lender and in such number with respect to the authorization of counterparts as may be requested by Lender: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents Note and the Financing Statements, each Other Transaction Documents to which the Borrower is a party and (C) specimen signatures of the duly executed and delivered by authorized officers of the parties theretoBorrower executing this Agreement or any Other Transaction Document on the Borrower's behalf; (biii) a legal opinion of counsel to the Intercreditor Agreement; (c) unless waived by Lender, loss payable endorsements with respect Borrower and the Shareholders addressed to all property insurance maintained by Borrower as of the Closing Date, all as described on Schedule 6.1(g) attached hereto and made a part hereof; (d) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and Lender in form and substance satisfactory to the Lender, covering ; (iv) duly-executed originals (in such Collateral number as may be necessary the Lender reasonably shall request) of the Registration Rights Agreement; and (v) duly-executed originals (in such number as the Lender reasonably shall request) of written evidence satisfactory in form and substance to reflect the Lender that the Borrower and the Shareholder (as such term is defined in the Unifiber Shareholder Agreement) have agreed that no approval by the Borrower's Board of Directors pursuant to Section 3(a)(2) of the Unifiber Shareholder Agreement shall be required upon the Lender's purchase, if any, of the Shares (as such term is defined in the Unifiber Shareholder Agreement) subsequent to such assignment; and (vi) such other documents and things as the Lender reasonably shall request. (e) Xxxxxxxxxxx shall have delivered one or more certificates representing the Xxxxxxxxxxx Collateral Shares free of any and all Liens granted to Lender are first and prior Liensrestrictive legends (other than restrictions on transfer imposed by applicable securities laws and restrictive legends making reference thereto), except for Permitted Lienstogether with one or more irrevocable stock power duly endorsed in blank; (f) an insurance broker's certificate Xxxxxxxxxxx shall have delivered to the Lender (in such number as the Lender reasonably shall request) UCC-1 financing statements relating to each insurance policy maintained by Borrower as the Xxxxxxxxxxx Security Agreement and the pledge of the Closing Date Xxxxxxxxxxx Collateral Shares; (g) Xxxxxxxxxxx and the Borrower shall have delivered to each other duly-executed originals (in such number as the Lender reasonably shall request) of the Xxxxxxxxxxx Security Agreement; (h) Xxxxxx shall have delivered one or more certificates representing the Xxxxxx Collateral Shares free of any and all Liens and restrictive legends (other than restrictions on transfer imposed by applicable securities laws and restrictive legends making reference thereto), together with a copy of each one or more irrevocable stock power duly endorsed in blank; (i) Xxxxxx shall have delivered to the Lender (in such insurance policy or certificates or evidence of coverage under such policy, evidence number as the Lender reasonably shall request) UCC-1 financing statements relating to the Xxxxxx Security Agreement and the pledge of the payment Xxxxxx Collateral Shares; and (j) Xxxxxx and the Borrower shall have delivered to each other duly- executed originals (in such number as the Lender reasonably shall request) of the premiums therefor, all in form and substance satisfactory to Lender; andXxxxxx Security Agreement.

Conditions Precedent to the Loan. The obligation of Lender the BANK to make the Loan on the Closing Date is subject to the following conditions precedent that Lender precedent: a) the BANK shall have received on or before the Closing Date all of the followingreceived, each dated (unless otherwise indicated) the Closing Date and each in form and substance reasonably satisfactory to Lender the BANK and in such number of counterparts as may be requested by Lenderits counsel: (ai) this Agreement, the Note, the Disbursement AgreementGuaranty, the TransTexas Security Documents Agreements, the Pledge Agreements and the Financing Statements, each Loan Documents duly executed and delivered in connection with said Note duly executed by the parties theretoBORROWER or the Guarantor, as the case may be; (bii) a certificate of the Intercreditor Clerk or an Assistant Clerk of the BORROWER with respect to resolutions of the Board of Directors authorizing the execution and delivery of this Agreement and the Note and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; (ciii) a Certificate of Legal Existence and Good Standing of the BORROWER of reasonably recent date issued by the Secretary of State of Delaware, listing all documents on file with said Secretary of State; (iv) a Certificate of Authority to transact business regarding the BORROWER's qualification to transact business as a foreign corporation in the Commonwealth of Massachusetts, and each jurisdiction in which the nature of its property or its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business, financial condition, assets or properties of the BORROWER; (v) a Certificate of Good Standing of reasonably recent date issued by the Department of Revenue of the Commonwealth of Massachusetts, unless waived provision is made at the time of closing to extend the time for the BANK's receipt of same; (vi) a Certificate signed by Lenderthe Clerk or an Assistant Clerk of the BORROWER as to the truth, loss payable endorsements correctness and completeness of copies of (i) Articles of Organization filed with the Secretary of State of the BORROWER's jurisdiction of incorporation together with all amendments thereto; and (ii) By-laws of the BORROWER; (vii) a certificate of the Clerk or an Assistant Clerk of the Guarantor with respect to all property insurance maintained by Borrower as resolutions of the Closing DateBoard of Directors authorizing the execution and delivery of this Agreement and the Note and identifying the officer(s) authorized to execute, deliver and take all as described on Schedule 6.1(g) attached hereto other actions required under this Agreement, and made a part hereofproviding specimen signatures of such officers; (dviii) copies a Certificate of UCC-11s, or equivalent reportsLegal Existence and Good Standing of the Guarantor of reasonably recent date issued by the Secretary of State of Florida, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together documents on file with copies said Secretary of all such financing statementsState; (eix) duly executed releases a Certificate of Authority to transact business regarding the Guarantor's qualification to transact business as a foreign corporation in each jurisdiction in which the nature of its property or assignments its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business, financial condition, assets or properties of Liens the Guarantor; (x) a Certificate of Good Standing of reasonably recent date issued by the Department of Revenue of the Commonwealth of Massachusetts, unless provision is made at the time of closing to extend the time for the BANK's receipt of same; (xi) a Certificate signed by the Clerk or an Assistant Clerk of the Guarantor as to the truth, correctness and UCC-3 financing statements completeness of copies of (i) Articles of Organization filed with the Secretary of State of the Guarantor's jurisdiction of incorporation together with all amendments thereto; and (ii) By-laws of the Guarantor; (xii) favorable opinions addressed to the BANK from the BORROWER's counsel, Palmxx xxx Dodge LLP; (xiii) evidence of the filing of UCC-1 Financing Statements in recordable form, and favor of the BANK for filing in all offices necessary to perfect the BANK's security interest in the Collateral; (xiv) receipt of evidence in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect the Bank that the Liens granted Borrower requires funding to Lender are first and prior Liens, except for Permitted Liensallow acquisition of the Target Company; (fxv) an insurance brokera Landlord's certificate relating Waiver from all applicable business locations (if any), in a form deemed satisfactory to each insurance policy maintained by Borrower the BANK; and (xvi) such other documents, and completion of such other matters, as counsel for the BANK may reasonably deem necessary or appropriate. b) based on its most recently delivered financial statements, the BORROWER will be in compliance with all financial covenants; c) the BORROWER shall have performed all of its obligations to be performed hereunder prior to or on the closing date; and d) the representations and warranties of the BORROWER contained in SECTION IV hereof shall be true on and as of the Closing Date together closing date with a copy of each the same effect as though such insurance policy or certificates or evidence of coverage under such policy, evidence representations and warranties had been made on and as of the payment closing date. There shall exist on the closing date no Event of Default and no condition or event which, with notice or lapse of time or both, would constitute an Event of Default if the premiums therefor, Note had been outstanding at all in form times from and substance satisfactory to Lender; andafter the date hereof.

Conditions Precedent to the Loan. The obligation of Lender As a condition precedent to make making the Loan on hereunder, the Closing Date is subject to the conditions precedent that following must have occurred: (i) Lender shall have received on or before from Borrower the Closing Date all enclosed duplicate of the following, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lender: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each Agreement duly executed and delivered by the parties theretoon behalf of Xxxxxxxx; (bii) the Intercreditor AgreementLender shall have received from Borrower in form satisfactory to Lender: (x) a certified borrowing resolution or other evidence of Xxxxxxxx's authority to borrow; (y) a certificate of incumbency; and (z) such other documents (including legal opinions) as Lender may reasonably request; (ciii) unless waived If requested by LenderXxxxxx, loss payable endorsements with respect to all property insurance maintained by Xxxxxx shall have received from Borrower a promissory note as of the Closing Date, all as described on Schedule 6.1(gcontemplated in PARAGRAPH 1(d) attached hereto and made a part hereofabove; (div) copies of UCC-11sBorrower shall have paid to Lender a closing fee in the amount agreed to by Xxxxxxxx and Lender in a letter agreement dated on or about April 20, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements1999; (ev) duly executed releases or assignments of Liens Borrower and UCC-3 financing statements in recordable form, and Lender shall have entered into an amendment to the Credit Agreement in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens; (fvi) an insurance broker's certificate relating to each insurance policy maintained by Borrower as of the Closing Date together must furnish Lender with a copy notice of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all borrowing in form and substance reasonably satisfactory to Lender; (vii) each representation and warranty set forth in PARAGRAPH 3 below shall be true and correct in all material respects as if made on the date of such borrowing; (viii) no Default or Event of Default shall have occurred and be continuing on the date of such borrowing; and (ix) the Closing Date shall have occurred on or before April 23, 1999. The notice of borrowing shall be deemed a representation and warranty by Borrower that the conditions referred to in clauses (vii) and (viii) above have been met.

Conditions Precedent to the Loan. The obligation As conditions precedent to Lender's making of Lender the Loan, the following shall occur prior to make or at the Loan on Closing: (a) the Closing Date is subject Borrower shall have duly and validly issued, executed and delivered the Note and the Warrant to the Lender; (b) the Borrower shall have paid to David S. Hunt a finder's fee of CDN$00,000.00 (XS$37,500.00) in the form of 350,000 Shares issued to him at a deemed price of CDN$0.15 per Share; (c) the Borrower shall have effected the appointment or election of one Lender-designated person to the Borrower's Board of Directors; (d) the Borrower shall have entered into a three-year employment agreement with William G. Jayroe on terms and condxxxxxx xxxxxxxxxx to the Lender; (e) the Borrower shall have consummated the Private Placement on terms and conditions precedent that acceptable to the Lender; (f) the Borrower shall have terminated the Shareholder Protection Rights Plan; (g) Hector Dominguez and Camuri Holding XXX xxxxx xxxx entered into an agreement not to reduce their respective holdings of Shares on terms and conditions acceptable to the Lender; (h) the Borrower shall have paid in full the Expenses specified in Section 4.11(a) and (b) in cash by wire transfer of such funds to such account as the Lender shall have received on designated; (i) the Borrower shall have repaid in full all amounts owing under the Existing TOSI Loan in cash by wire transfer xx xuch funds to such account as the Lender shall have designated; and (j) the Borrower shall have made the following additional deliveries to the Lender: (i) to the extent that the Province of Alberta issues such documents or before the Closing Date all their respective analogues, certificates of existence and good standing of the following, each dated Borrower in the Province of Alberta; (unless otherwise indicatedii) a certificate of the Secretary or Assistant Secretary of the Borrower certifying (A) the Closing Date Borrower's charter and each bylaws, (B) duly adopted resolutions of the Borrower's board of directors in form and substance satisfactory to the Lender and in such number with respect to the authorization of counterparts as may be requested by Lender: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents Warrant and the Financing StatementsAncillary Documents to which the Borrower is a party, each duly executed and delivered by the parties theretoofficers of the Borrower authorized to sign such instruments, and (C) specimen signatures of the officers so authorized; (biii) the Intercreditor Agreement; (c) unless waived by Lender, loss payable endorsements with respect to all property insurance maintained by Borrower as a certificate of the Closing DateSecretary or Assistant Secretary of each Subsidiary that is guaranteeing the Loan certifying (A) such Subsidiary's charter and bylaws, all as described on Schedule 6.1(g) attached hereto and made a part hereof; (d) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (eB) duly executed releases or assignments adopted resolutions of Liens and UCC-3 financing statements in recordable form, and such Subsidiary's board of directors in form and substance satisfactory to Lender, covering such Collateral as may be necessary the Lender with respect to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens; (f) an insurance broker's certificate relating to each insurance policy maintained by Borrower as authorization of the Closing Date together with Ancillary Documents to which such Subsidiary is a copy party, and the officers of each such insurance policy or certificates or evidence of coverage under Subsidiary authorized to sign such policyinstruments, evidence and (C) specimen signatures of the payment officers so authorized; (iv) a legal opinion of the premiums therefor, all Borrower's legal counsel addressed to the Lender in form and substance satisfactory to the Lender; and;

Conditions Precedent to the Loan. The obligation of the Lender to make the Loan on the Closing Date hereunder is subject to the conditions precedent that Lender shall have received on or before the Closing Date all satisfaction of the followingfollowing conditions precedent: (a) Receipt by the Lender of the following items, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by the Lender: (ai) executed counterparts of this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents Agreement and the Financing StatementsGuaranty, each duly executed and delivered by the parties each Loan Party that is a party thereto; (ii) if requested by the Lender, the Note executed by the Borrower in favor of the Lender; (iii) evidence that all action that the Lender may deem necessary or desirable in order to perfect the Liens created hereunder has been taken; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (v) such documents and certifications as the Lender may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) a favorable opinion of Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Lender may reasonably request; (vii) a certificate signed by a Responsible Officer of the Borrower certifying as to the matters set forth in Section 2(b) below; (viii) a certificate from the chief financial officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis before and after giving effect to the execution and delivery of the Loan Documents, the making of the Loan, and the consummation of the Transactions; and (ix) all documentation and other information that the Lender requests in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the Act. (b) the Intercreditor Agreement;The Specified Representations shall be true and correct in all respects. (c) unless waived by Lender, loss payable endorsements The Transactions shall have been completed in accordance with respect to all property insurance maintained by Borrower as the terms of the Closing Date, all as described on Schedule 6.1(g) attached hereto Transfer Documents and made a part hereof; (d) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens; (f) an insurance broker's certificate relating to each insurance policy maintained by Borrower as of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; andapplicable Law.

Conditions Precedent to the Loan. The Lenders' obligation of Lender to make the Loan under this Agreement is subject to the satisfaction of each of the following conditions precedent on the Closing Date is subject after giving effect to the conditions precedent that Lender shall have received on or before the Closing Date all of the following, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by LenderLoan: (a) this Agreementno Amortization Period, Default or Event of Default shall have occurred and be continuing as of the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties theretoClosing Date; (b) each of the Intercreditor Agreementrepresentations and warranties made by Borrower or any other Relevant Part in any Loan Document shall be true and correct in all material respects (or in all respects, in the case of any such representation or warranty qualified by materiality, “Material Adverse Effect” or “Individual Material Adverse Effect”) as of the Closing Date (or, in the case of any such representation or warranty expressly stated to have been made as of an earlier date, as of such earlier date); (c) unless waived by Lender, loss payable endorsements with respect to all property insurance maintained by Borrower as each of the Closing DateDSCR Test, all as described on Schedule 6.1(g) attached hereto the Debt Yield Test and made a part hereofthe Combined LTV/DSCR Test shall be satisfied; (d) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statementsthe Outstanding Principal Balance shall not exceed the Borrowing Base; (e) duly executed releases Borrower shall have made (or assignments shall make, concurrently with receipt of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory the proceeds of the related Loan) all deposits of Reserve Funds required pursuant to Lender, covering such Collateral as may be necessary Article VI on or prior to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted LiensClosing Date; (f) an insurance broker's certificate relating Borrower shall have paid (or shall pay, concurrently with receipt of the proceeds of the Loan) all fees and expenses required to each insurance policy maintained be paid to the Administrative Agent, any Servicing Agent or any Lender by Borrower as on or prior to the Closing Date; (g) Borrower shall have entered into an Interest Rate Cap Agreement in accordance with the terms of Section 2.2.7; (h) the Lenders shall have received each of the Closing Date together Loan Documents, Collateral Documents, legal opinions and other agreements that are required to be delivered by the Lenders on or prior to the date hereof in connection with the Loan and approved each of the foregoing; (i) the Lenders shall have received a copy Diligence Agent Certification and Final Report with respect to the Properties; (j) the absence of (i) any change, occurrence, or development that could, in the aggregate, reasonably be expected to have a material adverse effect on the business condition (financial or otherwise), taken as a whole, or the operation or performance of Borrower or any of the Relevant Parties; and (ii) any event, circumstance, or information or matter which is inconsistent in a material adverse manner with any information disclosed to Lender by any Relevant Party prior to the date hereof; (k) the Administrative Agent and each Lender shall have received all documentation and other information with respect to Borrower and the Relevant Parties required by regulatory authorities or the Administrative Agent’s and/or such Lender’s internal policies under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and shall have completed their due diligence review in connection therewith; (l) each Lender shall have received UCC, lien, judgment, litigation, bankruptcy and name variation search reports satisfactory to it naming each Relevant Party from the appropriate offices in relevant jurisdictions; and (m) each Lender shall have received all necessary credit approvals in order to consummate the transactions contemplated by this Agreement, which satisfactory results and approvals shall be evidenced by each such insurance policy or certificates or evidence Lender’s execution of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; andthis Agreement.

Conditions Precedent to the Loan. The obligation of Lender the Lenders to make Advance the Loan on the Closing Advance Date is subject to the conditions precedent that Lender shall have received on or before the Closing Date all fulfillment of the following, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lenderfollowing conditions precedent: (a) this Agreementthe Agent shall have received copies of the Borrower's, the Noteeach Group Company's, the Disbursement Agreement, the TransTexas Security DP Holdings' and DP's Charter Documents and of the Financing Statementsresolutions of the Borrower's trustees and the directors of each of SPB and SPH approving the execution, delivery and performance of the Credit Documents to which each duly executed and delivered by the parties theretois a party; (b) the Intercreditor AgreementAgent shall have received a certificate of a senior officer of the Borrower certifying the names and true signatures of the officers and directors thereof authorized to sign the Credit Documents to which it is a party; (c) unless waived the Agent shall have received certificates of good standing or like certificates issued by Lender, loss payable endorsements with respect to all property insurance maintained by Borrower as the appropriate Official Body of the Closing Date, all as described on Schedule 6.1(g) attached hereto jurisdiction of incorporation or formation of the Borrower and made a part hereofeach Group Company; (d) copies the Credit Documents and the Financial Services Agreement shall have been executed and delivered to the Agent, the Security shall have been created, and all deliveries, registrations, filings or recordings necessary or desirable to preserve, protect or perfect the security interest and the enforceability and priority of UCC-11sthe Security shall have been completed, or equivalent reportsall in such form, listing all effective financing statements which name Borrower (under its present namecontent and manner as is satisfactory to the Agent, any trade names and any previous names) as debtor and which other than notifications of the pledge of the Pledged Securities to the companies whose securities are filed, together with copies of all such financing statementsset out in Schedule "B" hereto; (e) duly executed releases or assignments the Agent shall have received copies certified by a senior officer of Liens the Borrower of the Financial Statements of the Borrower for its most recently completed Financial Year and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted LiensFinancial Quarter; (f) an insurance broker's certificate relating all of the representations and warranties contained in the Credit Documents to each insurance policy maintained by which the Borrower is a party shall be correct on and as of the Closing Advance Date together with as though made on and as of such date and the Borrower shall have delivered a Borrower's Certificate to the Agent to such effect on or before the Advance Date; (g) the Agent shall have received a certificate of the Borrower certifying that: (i) all conditions precedent to the initial draw down of the first advance under the ZSG Project Finance Loan Agreement shall have been satisfied or waived other than the provision of the Xxxxxx Equity Financing and any such conditions precedent that are to be completed after the provision of the Xxxxxx Equity Financing; (ii) all conditions precedent to the Advance of the MFC Loan shall have been satisfied or waived; and (iii) arrangements reasonably satisfactory to the Agent to facilitate the completion of the Xxxxxx Equity Financing shall be in place; (h) the Agent shall have received a copy of each such insurance policy or certificates or evidence the MFC Loan Agreement and shall be satisfied with the terms thereof, acting reasonably; (i) the Agent shall have received a favorable opinion of coverage under such policy, evidence of counsel to the payment of the premiums therefor, all Borrower (in form and substance content satisfactory to Lenderthe Agent) as to such matters as the Agent may reasonably request, including the corporate status of the Borrower, the corporate power and capacity of the Borrower to borrow money and to grant security therefor and the due authorization, execution and delivery of the Credit Documents to which it is a party and the enforceability of this Agreement; (j) all fees and all expenses required to be paid or reimbursed to the Agent and the Lenders on the Advance Date shall have been paid; (k) the Agent shall have received a copy of the Shareholders Agreement Heads of Terms in the form set out as Schedule "E" to this Agreement duly executed by the Borrower; and (l) the Agent shall have received such other documents as it may reasonably request for and on behalf of the Lenders.

Conditions Precedent to the Loan. (a) The obligation of the Lender to make the Loan on the Closing Date hereunder is subject to the conditions precedent that Lender shall have received on or before the Closing Date all satisfaction of the followingfollowing conditions precedent: (i) Receipt by the Lender of the following items, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by the Lender: (aA) executed counterparts of this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties theretohereto; (bB) executed counterparts of the Intercreditor Account Control Agreement, duly executed and delivered by the Borrower and the Intermediary; (cC) unless waived executed copies of the First Lien Indenture, the Second Lien Indenture and the Notes; (D) Permitted Collateral with a value of not less than the Required Collateral Amount, calculated after giving effect to the making of the Loan on the Closing Date; (E) evidence that the Liens created hereunder have been perfected; (i) a true, correct and complete copy of resolutions of the board of directors of the Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by Lenderthe secretary or an assistant secretary of the Borrower and (ii) the Organization Documents of the Borrower and each of the Guarantors as in effect on the Closing Date, loss payable endorsements with respect to all property insurance maintained certified by the secretary or assistant secretary of the Borrower or the applicable Guarantor as of the Closing Date, all with, in the case of the Borrower, the certificate of incorporation certified as described on Schedule 6.1(g) attached hereto and made of a part hereofrecent date by the Secretary of State of the State of Delaware; (dG) copies A good standing certificate dated as of UCC-11s, or equivalent reports, listing all effective financing statements which name a recent date for the Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies each Guarantor from the secretary of all state of such financing statementsPerson’s state of organization; (eH) duly executed releases or assignments a certificate signed by a Responsible Officer of Liens the Borrower, dated as of the date hereof, stating that (i) the representations and UCC-3 financing statements warranties in recordable form, Section 3 delivered on the date hereof are true and correct in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, all material respects (except for Permitted Liens; (frepresentations and warranties which are qualified by a materiality qualifier, which shall be true and correct in all respects) an insurance broker's certificate relating to each insurance policy maintained by Borrower on and as of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence the same effect as if made on and as of the payment Closing Date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date); (ii) no Default or Event of Default exists or shall result from such issuance of the premiums thereforLoans and the proposed or actual use of the proceeds of the issuance of the Loans; and (iii) except as disclosed in SEC Filings, all since December 31, 2013 there has occurred no event or circumstance (other than changes in form and substance satisfactory commodity prices) that has resulted or would reasonably be expected to Lenderresult in a Material Adverse Effect; and (I) a favorable opinion of Xxxxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Lender may reasonably request. (ii) Consummation of the transactions contemplated by the Note Purchase and Exchange Agreement to occur on the Closing Date. (iii) Payment of the Existing Indebtedness in full substantially contemporaneously with the consummation of the funding of the Loan, and after giving effect to the foregoing, the Borrower and Guarantors do not have any debt for borrowed money outstanding other than (1) the First Lien Notes (as defined in the Note Purchase and Exchange Agreement), (2) the Initial Second Lien Notes (as defined in the Note Purchase and Exchange Agreement), (3) the Loan and (4) the Existing Notes (other than the Subject Notes). (iv) All government and third party approvals (including any consents) necessary in connection with continuing operations of the Borrower and its Subsidiaries and the transactions contemplated by the Loan Documents shall have been obtained and be in full force and effect. No Governmental Authority of competent jurisdiction shall have issued, promulgated, enforced or entered any order, temporary restraining order, preliminary or permanent injunction, or other legal restraint or prohibition that is continuing and which prevents the consummation of the transactions contemplated by the Loan Documents. (v) Payment in cash in full by the Borrower of all fees, costs and expenses owed pursuant to this Agreement or otherwise agreed in writing by the parties hereto, in each case to the extent then due and payable on the Closing Date and for which an invoice has been received by the Borrower at least one Business Day before the Closing Date.

Conditions Precedent to the Loan. The Lender’s obligation of Lender to make any advance with respect to the Loan on for the Closing Date is reimbursement of a portion of the purchase price paid by the Borrower to consummate the acquisition of each of the Aircraft shall be subject to the conditions precedent that prior fulfillment by Borrower of the following conditions: 5.1 No Event of Default shall have occurred prior to the date of each such advance and, if requested by Lender, Lender shall have received a certificate to that effect dated the date of each such advance and signed by Borrower. 5.2 Each representation and warranty in Section 3 hereof and under each Guaranty and each Collateral Document is true and correct in all material respects, without duplication as to any materiality modifiers, qualifications, or limitations set forth in Section 3 or in such Guaranty or Collateral Document, as of the date of such advance, 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 on and as of such earlier date. 5.3 Borrower shall have delivered a written request to Lender at least three (3) Business Days in advance of the proposed date for the funding of the Loan identifying the amount requested to be Borrowed and providing written instructions with regard to the payment instructions for such funds. 5.4 Borrower shall have delivered an Aircraft Mortgage with respect to such Aircraft in form an substance satisfactory to the Lender and in form appropriate for registration with the FAA and the International Registry. 5.5 Borrower shall have delivered completed Lien searches conducted in the recording office of the FAA with the International Registry and “priority search certificates” (as defined in the Regulations and Procedures for the International Registry), for the applicable Aircraft satisfactory to the Lender (dated as of a date reasonably satisfactory to the Lender), in each case, reflecting the absence of Liens on the Aircraft and related Collateral other than Permitted Liens, and the absence of registrations on the International Registry with respect to the Aircraft and related Collateral other than the registrations contemplated herein, and (in the case of the searches conducted at the recording office of the FAA and the International Registry) indicating that the Borrower is the registered owner of such Aircraft and related Collateral intended to be covered by the applicable Aircraft Mortgage; and 5.6 Lender shall have received satisfactory evidence of the filing for recordation with the FAA of the Aircraft Mortgage and registration with the International Registry of the interests intended to be created thereby (together with any other necessary documents, instruments, affidavits or before certificates) as the Lender may deem necessary to perfect and protect the Liens created thereby. 5.7 Borrower shall have delivered reasonably satisfactory evidence to Lender that Borrower has obtained all insurance required under Section 3.5 of the applicable Aircraft Mortgage and evidence that Lender has been named as lender loss payee and additional insured in accordance with the terms of such Aircraft Mortgage and this Agreement. 5.8 Borrower shall have delivered a certificate dated the Closing Date all from an officer of the following, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by LenderBorrower certifying that: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties thereto; (b) the Intercreditor Agreement; (c) unless waived by Lender, loss payable endorsements with respect to all property insurance maintained by Borrower as of the Closing Date, all as described on Schedule 6.1(gi) attached hereto and made a part hereof; (d) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens; (f) an insurance broker's certificate relating to each insurance policy maintained by Borrower as of the Closing Date together with is a copy of each such insurance policy Aircraft Purchase Agreement and any certificates of acceptance, bills of sale and other similar documents, and each remains in full force and effect, and has not been supplemented, modified or certificates or evidence of coverage amended; (ii) the purchase price required to be paid under such policy, evidence each Acquisition Purchase Agreement has been paid in full and all conditions to the closing of the acquisition of each Aircraft have been satisfied; (iii) Borrower and Kodiak have delivered all required certificates and approvals for the transfer of title and ownership in the Aircraft and that payment of the premiums thereforpurchase price under the applicable Aircraft Purchase Agreement and title in the Aircraft has transferred from Kodiak to the Borrower; (iv) since December 31, all in form and substance satisfactory to Lender2019, there has been no Material Adverse Effect; and (v) certifying as to the matters set forth in Section 5.1 and 5.2.

Conditions Precedent to the Loan. The obligation of the Lender to make advance the Loan on the Closing Date is subject to satisfaction (or waiver by the Lender in its sole discretion) of each of the following conditions precedent that precedent. (a) The Lender or its counsel shall have received on or before the Closing Date all of the following, with each Instrument dated on or no more than three (unless 3) days prior to the date of the proposed Loan (or as otherwise indicatedagreed by the Lender), and in form and substance as shall be satisfactory to the Lender: (i) this Agreement, duly executed by the Borrower and the applicable Credit Parties; (ii) the Closing Date Promissory Note, duly executed by the Borrower, payable to the order of the Lender; (iii) each of the Security Documents, each duly executed by the applicable Credit Party, together with any financing statements, filings or other Instruments for filing or registration, notarizations thereof, notices with respect thereto or other Instruments, including applicable estoppel letters, determined by the Lender, acting reasonably, to be necessary or desirable to establish, maintain and perfect the Liens established pursuant to the Security Documents; (iv) to the extent not specifically referenced, each other Loan Document, duly executed by the applicable Credit Party or its Subsidiaries, as appropriate; (v) an Omnibus Certificate for each Credit Party, duly executed by an officer thereof, substantially in the form of Exhibit A hereto; (vi) a Notice of Borrowing, duly executed by an officer of the Borrower, substantially in the form of Exhibit B hereto; (vii) a certificate for each Credit Party from its jurisdiction of incorporation or organization confirming the due organization and good standing of such Credit Party in such jurisdiction, as applicable; (viii) an opinion of legal counsel to the Credit Parties, in form and substance acceptable to the Lender, acting reasonably; (ix) security legal opinions from legal counsel to each Credit Party, in form and substance acceptable to the Lender, pertaining to the validity of the Security Documents and the security interests granted thereby and the perfection of such security interests; (x) accurate and complete copies of the financial statements of the Credit Parties referred to in Section 6.1(g); (xi) evidence satisfactory to the Lender that all Shares issuable pursuant to this Agreement have been authorized for issuance and all provisions pertaining to the issuance of Shares to the Lender contained in this Agreement comply with applicable Governmental Requirements, including applicable Securities Laws and that such issuance of Shares shall comply with applicable Governmental Requirements, including applicable Securities Laws; and (xii) all such other approvals, opinions, documents or Instruments as the Lender may reasonably request. (b) all representations and warranties made by the Credit Parties herein and in any other Loan Document shall be true and correct; (c) all approvals, consents and authorizations of Governmental Authorities or other Persons required in connection with this Agreement and the other Loan Documents, if any, shall have been obtained and remain in effect; (d) there shall be no pending or threatened (in writing) action or proceeding before any Governmental Authority against or affecting any Credit Party or any Project which could reasonably be expected to have a Material Adverse Effect on any Credit Party; (e) the Borrower shall have delivered to the Lender a copy of the current Work Program and Budget, which has been approved by the Board of Directors of the Borrower and is in form and substance satisfactory to Lender and in such number of counterparts as may be requested by the Lender: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties thereto; (bf) the Intercreditor Agreementsince December 31, 2011, there shall have been no change, event or occurrence that has had, or could reasonably be expected to have, a Material Adverse Effect on any Credit Party or on any Material Project; (cg) unless waived by Lenderthe Lender shall have received, loss payable endorsements with respect to all property insurance maintained by Borrower as of the Closing Date, all as described on Schedule 6.1(g) attached hereto and made a part hereof; (d) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to the Lender, covering search results from all relevant jurisdictions wherein a Credit Party conducts business or owns property, pertaining to all Lien filings, registrations and records appearing in such Collateral as may be necessary to reflect that the Liens granted to Lender are first jurisdiction, together with copies of any documents, filings and prior Liens, except for Permitted LiensInstruments on file in such jurisdictions; (fh) an insurance broker's certificate all data, reports, maps, surveys, financial statements, Instruments and other information requested by the Lender for its due diligence shall have been provided, and the Lender shall have completed its due diligence investigation of the Credit Parties and the Projects in scope, and with results, satisfactory to the Lender; (i) the Lender shall have received all internal investment committee approvals necessary to consummate the transactions contemplated by this Agreement; (j) the Lender shall be satisfied with the form of the Loan Documents; (k) the Credit Parties shall have made all public disclosures and submitted all applications, reports and information, and taken all other actions necessary, to comply fully with applicable Securities Laws, and the Lender shall have confirmed such compliance to its satisfaction; (l) each Credit Party has performed and complied with all agreements and conditions herein and in the other Loan Documents required to be performed and complied with on or prior to the date of the proposed Loan, except those agreements and conditions waived by the Lender; (m) no Default or Event of Default shall have occurred and be continuing on such date or after giving effect to such Loan; (n) there shall not exist any litigation, investigation, bankruptcy or insolvency, injunction, order or claim affecting or relating to each insurance policy maintained any Credit Party or its Subsidiaries, or any Project, which has had, or could reasonably be expected to have, a Material Adverse Effect, or which could reasonably be expected to affect the legality, validity or enforceability of this Agreement or any other Loan Document, that has not been settled, dismissed, vacated, discharged or terminated; and (o) all such other approvals, opinions, certificates, documents or Instruments as the Lender may reasonably request. The Borrower’s tender of a Notice of Borrowing shall be deemed to constitute a representation and warranty by the Borrower as of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence date of the payment Loan that the conditions precedent in paragraphs (a) through (o) of the premiums thereforthis Section 5.1 have been, all in form and substance satisfactory to Lender; andremain, satisfied.

Conditions Precedent to the Loan. The obligation of Lender Prior to make making the Loan on to or for the Closing Date is subject to account of the conditions precedent that Borrower hereunder, the Lender shall have received on or before the Closing Date all each of the following, each dated (unless otherwise indicated) the Closing Date and each following in form and substance satisfactory to Lender and in such number of counterparts as may be requested by the Lender: (a) executed originals of each of the Facility Documents, including, without limitation, this Agreement, the Note, the Disbursement Pledge Agreement, together with all certificates evidencing the TransTexas Security Documents Collateral (as defined in the Pledge Agreement) duly indorsed in blank or to the order of the Lender and the Financing Statements, each duly executed and delivered by UCC-1 financing statement referred to in Section 4.2 of the parties theretoPledge Agreement (as defined below); (b) executed originals of that certain amendment to the Intercreditor Agreementpartnership agreement of Merieux OraVax Co., a Delaware General Partnership ("Merieux"), relating to changes in the ownership of Merieux following the date thereof in form and substance acceptable to the Lender; (c) unless waived by Lender, loss payable endorsements with respect to all property insurance maintained by Borrower as certified copies of the Closing DateBorrower's articles of incorporation, all as described on Schedule 6.1(g) attached hereto and made a part hereofbylaws, partnership agreement or other organizational documents; (d) copies a certified copy of UCC-11sresolutions of the Borrower's board of directors or other governing body authorizing the entering into of the Facility by the Borrower and the execution, or equivalent reports, listing all effective financing statements which name delivery and performance by the Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statementsthe Facility Documents; (e) duly executed releases or assignments a certified copy of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect an incumbency certificate of the Borrower certifying that the Liens granted officers or other representatives executing and delivering the Facility Documents on behalf of the Borrower are duly elected or appointed officers or representatives of the Borrower with authority to Lender are first bind the Borrower with respect to such Facility Documents and prior Liens, except for Permitted Liensthe transactions contemplated thereby; (f) all other resolutions, authorizations, approvals, powers, consents, licenses and documents as may be necessary or otherwise required by the Lender. (g) at the time of making such Loan and after giving effect thereto, no Event of Default (as defined below) or any event or circumstance which, with the giving of notice or the lapse of time or both, would constitute an insurance broker's certificate relating Event of Default (a "Default") has occurred or is continuing with respect to each insurance policy maintained by the Borrower as under any of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; andFacility Documents.

Conditions Precedent to the Loan. The obligation of the Lender to make the Loan on the Closing Date hereunder is subject to the following conditions precedent that Lender shall have received on or before the Closing Date all of the following, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lenderprecedent: (a) this Agreementthe Lender shall have received an incumbency certificate, in form acceptable to the NoteLender, containing the Disbursement Agreementname, title, and genuine signature of the TransTexas Security Borrower’s Authorized Representative and certifying to the following matters: (i) each of the representations and warranties set forth in Section 4 and in the other Loan Documents shall be true and correct in all material respects as of the Financing Statementsdate of the making of the Loan, each duly executed except to the extent the same expressly relate to an earlier date; (ii) no Default or Event of Default shall have occurred and delivered by be continuing or would occur as a result of making the parties theretoLoan; (iii) the making of the Loan shall not violate any order, judgment, or decree of any court or other authority or any provision of law or regulation applicable to the Borrower as then in effect; (iv) the Loan is on parity with other general obligations of the Borrower; (v) the Borrower shall have opened, and is maintaining, one or more bank accounts into which Loan proceeds are to be deposited, as described in Section 6.9; and (vi) the Borrower shall have (1) appointed an Executive Director and provided a copy of the employment agreement or other terms of employment to the Lender and (2) begun taking appropriate steps, as found acceptable to the Lender in its reasonable discretion, to appoint or hire other senior personnel, including a chief financial officer; (b) the Intercreditor AgreementLender 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 Lender: (i) the Note; (ii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Lender or its counsel may reasonably request (including minutes (if then available) of, and resolutions adopted at, meetings of the Board of Trustees of the Borrower authorizing the same); (iii) a certified copy of the resolutions, by-laws, and other relevant organizational documents of the Borrower; (iv) an opinion of counsel to the Borrower in form and substance reasonably satisfactory to the Lender; and (v) an initial disbursement request in the form attached hereto as Exhibit C executed by the Borrower; (c) unless waived by Lender, loss payable endorsements with respect legal matters incident to all property insurance maintained by Borrower as the execution and delivery of this Agreement and the Closing Date, all as described on Schedule 6.1(g) attached hereto other Loan Documents and made a part hereof;to the transactions contemplated hereby shall be reasonably satisfactory to the Lender and its counsel; and (d) copies of UCC-11sthe Lender shall have received such other agreements, or equivalent reportsinstruments, listing all effective financing statements which name Borrower (under its present namedocuments, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable formcertificates, and in form and substance satisfactory to Lender, covering such Collateral opinions as the Lender may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens; (f) an insurance broker's certificate relating to each insurance policy maintained by Borrower as of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; andreasonably request.

Conditions Precedent to the Loan. The obligation of Lender the Lenders to make Advance the Loan on the Closing Advance Date is subject to the conditions precedent that Lender shall have received on or before the Closing Date all fulfillment of the following, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lenderfollowing conditions precedent: (a) this Agreementthe Agent shall have received copies of the Borrower's, the Noteeach Group Company's, the Disbursement Agreement, the TransTexas Security DP Holdings' and DP's Charter Documents and of the Financing Statementsresolutions of the Borrower's trustees and the directors of SPB and SPH approving the execution, delivery and performance of the Credit Documents to which each duly executed and delivered by the parties theretois a party; (b) the Intercreditor AgreementAgent shall have received a certificate of a senior officer of the Borrower certifying the names and true signatures of the officers and directors thereof authorized to sign the Credit Documents to which it is a party; (c) unless waived the Agent shall have received certificates of good standing or like certificates issued by Lender, loss payable endorsements with respect to all property insurance maintained by Borrower as the appropriate Official Body of the Closing Date, all as described on Schedule 6.1(g) attached hereto jurisdiction of incorporation or formation of the Borrower and made a part hereofeach Group Company; (d) copies the Credit Documents, the Fee Letter and the Engagement Letter shall have been executed and delivered to the Agent, the Security shall have been created, and all deliveries, registrations, filings or recordings necessary or desirable to preserve, protect or perfect the security interest and the enforceability and priority of UCC-11sthe Security shall have been completed, or equivalent reportsall in such form, listing all effective financing statements which name Borrower (under its present namecontent and manner as is satisfactory to the Agent, any trade names and any previous names) as debtor and which other than notification of the pledge of the Pledged Securities to the companies whose securities are filed, together with copies of all such financing statementsset out in Schedule "B" hereto; (e) duly executed releases or assignments the Agent shall have received copies certified by a senior officer of Liens the Borrower of the Financial Statements of the Borrower for its most recently completed Financial Year and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted LiensFinancial Quarter; (f) an insurance broker's certificate relating all of the representations and warranties contained in the Credit Documents to each insurance policy maintained by which the Borrower is a party shall be correct on and as of the Closing Advance Date together with as though made on and as of such date and the Borrower shall have delivered a Borrower's Certificate to the Agent to such effect on or before the Advance Date; (g) the Agent shall have received a certificate of the Borrower certifying that: (i) all conditions precedent to the initial draw down of the first advance under the ZSG Project Finance Loan Agreement shall have been satisfied or waived other than the provision of the Xxxxxx Equity Financing and any such conditions precedent that are to be completed after the provision of the Xxxxxx Equity Financing; (ii) all conditions precedent to the advance of the Xxxxxxx Loan shall have been satisfied or waived; and (iii) arrangements reasonably satisfactory to the Agent to facilitate the completion of the Xxxxxx Equity Financing shall be in place; (h) the Agent shall have received a copy of each such insurance policy or certificates or evidence the Xxxxxxx Loan Agreement and shall be satisfied with the terms thereof, acting reasonably; (i) the Agent shall have received a favorable opinion of coverage under such policy, evidence of counsel to the payment of the premiums therefor, all Borrower (in form and substance content satisfactory to Lenderthe Agent) as to such matters as the Agent may reasonably request, including the corporate status of the Borrower, the corporate power and capacity of the Borrower to borrow money and to grant security therefor and the due authorization, execution and delivery of the Credit Documents to which it is a party and the enforceability of this Agreement; (j) all fees and all expenses required to be paid or reimbursed to the Agent and the Lenders on the Advance Date shall have been paid; (k) the Agent shall have received a copy of the Shareholders Agreement Heads of Terms in the form set out as Schedule "D" to this Agreement duly executed by the Borrower; and (l) the Agent shall have received such other documents as it may reasonably request for and on behalf of the Lenders.

Conditions Precedent to the Loan. The obligation of 2.1 Lender shall not be obligated to make the Loan on the Closing Date is subject unless, prior to the conditions precedent that advancement of any funds by Lender, Borrower has delivered to Lender shall have received on or before the Closing Date all duly executed documents, certificates and other instruments required herein, including, without limitation the following: (a) this Agreement; (b) the Note; (c) the Security Agreement (which must be in form and substance satisfactory to Lender) and such Uniform Commercial Code financing statements and other documents as Lender may require in connection therewith; (d) the Confirmation of Blanket Assignment (which must be in form and substance satisfactory to Lender) and such Uniform Commercial Code financing statements and other documents as Lender may require in connection therewith; (e) A Notice of Assignment and a Blanket Lessee Acknowledgment (which must be in form and substance satisfactory to Lender), evidencing the acknowledgement of the following, each dated interests of Lender in every lease of any item of Equipment and such other documents as Lender may require in connection therewith; (unless otherwise indicatedf) the Closing Date Consent of Guarantors (which must be in form and substance satisfactory to Lender), duly executed by each of the Guarantors; (g) Certified copies of the Articles of Incorporation and ByLaws or other organizational documents forming or creating Borrower and each Guarantor; (h) Certifications from the Tennessee Secretary(ies) of State that Borrower and each Guarantor is in existence and is in good standing in the State of Tennessee; (i) Certified copies of resolutions, certificates of authority or similar authorization documents from Borrower's board of directors approving the Loan; (j) Original incumbency certificates certifying as to the officers of Borrower and each Guarantor authorized to sign the Loan Documents on behalf of Borrower and each Guarantor, respectively; (k) an opinion of counsel of the Xxxxxxx Law Firm, outside counsel to Borrower and the Guarantors, in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lender: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties thereto's counsel; (bl) A list of all Equipment, including year, make, model, state of titling/registration and all leases involving the Intercreditor AgreementEquipment certified as true, correct and complete by Borrower; (cm) unless waived the Borrowing Notice (which must be in form and substance satisfactory to Lender); and (n) evidence of the proper filing of UCC-1 Financing Statements evidencing first priority security interests in favor of Lender in all of the Collateral and all of the Third Party Collateral; (o) a Termination of Security Interest (which must be in form and substance satisfactory to Lender) and UCC-3 Termination Statements for all UCC-1 Financing Statements filed of record against Borrower relating to the Collateral; (p) Evidence satisfactory to Lender of the insurance required by Lender, this Agreement and the other Loan Documents together with loss payable endorsements with respect to all property insurance maintained by Borrower as of the Closing Date, all as described on Schedule 6.1(g) attached hereto and made a part hereof; (d) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that duly executed by the Liens granted to Lender are first and prior Liens, except for Permitted Liensinsurance company; (fq) an insurance broker's certificate relating Copies of all financial statements and other Exhibits and Schedules required by this Agreement and the other Loan Documents; (r) A letter of direction from Borrower with respect to each insurance policy maintained by Borrower as the disbursement of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence proceeds of the payment of the premiums therefor, all Loan; (s) A pay-off letter from Wachovia Bank N.A. in form and substance satisfactory to Lender; (t) A UCC search from the Tennessee Secretary(ies) of State or other evidence satisfactory to Lender to demonstrate that Lender will have a first lien on the Collateral; and (u) Such other agreements, documents, instruments and certificates as Lender may reasonably request. Any one or more of the conditions set forth above which have not been satisfied by Borrower on or prior to the date of disbursement of the Loan hereunder shall not be deemed permanently waived by Lender unless Lender shall waive the same in a writing which expressly states that the waiver is permanent, and in all cases in which the waiver is not stated to be permanent Lender may at any time subsequent to the date specified in the waiver, if any, insist upon compliance and satisfaction of any such condition and failure to Borrower to comply with any such condition on or before shall constitute a Default under this Agreement.

Conditions Precedent to the Loan. The obligation of Lender to make the Loan on the Closing Date specified in Section hereof is subject subject, to the fulfillment and satisfaction of the each of the following conditions precedent that on or before the Loan Date: (a) The Loan Date shall occur on or before June 30, 1997; (b) Lender shall have received on or before the Closing Date all Aircraft Secured Promissory Note duly executed by Borrower to the order of Lender; (c) The Aircraft Secured Promissory Note shall be in full force and effect; (d) Borrower shall have executed, delivered and caused to be recorded the Mortgage; (e) Lender shall have received the Articles of Incorporation (and any amendments thereto) of the followingBorrower; (f) Lender shall have received a signature and incumbency certificate for the officers of the Borrower who will execute this Agreement, each dated the Aircraft Secured Promissory Note, the Related Documents, and the other documents contemplated herein or therein to which Borrower is a party, which certificate has been certified by the secretary of the Borrower; (unless otherwise indicatedg) Lender shall have received the Closing Date and each written opinion of the Legal Counsel for Borrower, in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lender: (a) this Agreementits counsel, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties theretoExhibit C attached hereto; (bh) No Event of Default or Unmatured Event of Default shall have occurred and be continuing on the Intercreditor Agreementdate of the Borrowing of the Loan nor shall either result from the making of the Borrowing of the Loan; 10 11 (ci) unless waived by Lender, loss payable endorsements with respect to all property insurance maintained by Borrower Except as of the Closing Date, all as described on Schedule 6.1(g) set forth in Exhibit D attached hereto and made a part hereof; (d) copies incorporated herein by this reference, there is no litigation or proceeding pending or threatened against or affecting Borrower, the result of UCC-11swhich might materially affect the financial condition, business or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies operations of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable formBorrower, and there has been no materially adverse change in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens; (f) an insurance broker's certificate relating to each insurance policy maintained by financial condition of Borrower as since the date of the Closing Date together with a copy execution of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lenderthis Agreement; and

Conditions Precedent to the Loan. The obligation Lender shall be satisfied that each of the following conditions precedent has been satisfied prior to the first advance of the Loan, which conditions precedent are for the sole and exclusive benefit of the Lender to make and may be waived in writing by the Lender in its sole discretion: 7.1.1 the representations and warranties set out in Article 5 shall be true and correct on the date of the advance of the Loan as if made on and as of such date; 7.1.2 no Default or Event of Default shall have occurred and be continuing; 7.1.3 the Closing Date is subject to the conditions precedent that Lender shall have received on or before the Closing Date all of the following, each dated (unless otherwise indicated) the Closing Date and each following in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lenderit: (a) this Agreement, 7.1.3.1 the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties thereto; (b) the Intercreditor Pledge Agreement; (c) unless waived by Lender7.1.3.2 share certificates, loss payable endorsements duly endorsed in blank or with respect to all property insurance maintained by Borrower as duly executed transfer powers of attorney, representing the Closing Date, all as described on Schedule 6.1(g) attached hereto and made a part hereofPledged Securities; (d) copies 7.1.3.3 a certified copy of UCC-11sa letter from ResCap to the Borrower, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to the Lender, covering such Collateral as may be necessary acting reasonably, confirming that (i) the execution and delivery of the Loan Documents by the Borrower does not contravene, breach or result in a default under any material contract to reflect that which any ResCap Entity is a party or by which any ResCap Entity is bound, and (ii) neither it nor any of its subsidiaries shall make any demand for repayment of any Indebtedness owing by the Liens granted Borrower to Lender are first and prior Liens, except for Permitted LiensResCap or any subsidiary until the Loan has been fully repaid or otherwise completely satisfied in accordance herewith; 7.1.3.4 a certificate of a senior officer of Borrower certifying (fi) an insurance broker's certificate relating to each insurance policy maintained by Borrower as copies of its articles and bylaws, (ii) resolution of the Closing Date together with Board of Directors approving the Loan Agreement and Pledge and Security Agreement; and (iii) incumbency of officers. 7.1.3.5 a certified copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence a resolution of the payment board of directors or shareholders of each of RCC and 1020491 approving the pledge of the premiums therefor, Pledged Securities and authorizing their transfer by the Lender pursuant to the Pledge Agreement; 7.1.3.6 The Purchase Agreement shall have been executed and delivered by all in form and substance satisfactory to Lenderparties thereto; and 7.1.3.7 such other documents, agreements and instruments as the Lender may reasonably require.

Conditions Precedent to the Loan. The obligation of Lender to make advance the Loan on the Closing Date is shall be subject to the conditions precedent that Lender shall have received on or before fulfillment, to the Closing Date sole satisfaction of Lender, of all of the following, each dated (unless otherwise indicated) following conditions precedent in addition to the Closing Date conditions specified in Section 2.01 and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by LenderSection 2.02: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents This Agreement and the Financing Statements, each duly other Loan Documents shall have been executed and delivered to Lender by the parties thereto; each party thereto (b) the Intercreditor Agreement; (c) unless waived by other than Lender), loss payable endorsements with respect to all property insurance maintained by and Borrower as of the Closing Date, all as described on Schedule 6.1(g) attached hereto and made a part hereof; (d) copies of UCC-11sshall have delivered, or equivalent reportscaused to be delivered, listing all effective financing statements which name Borrower (under its present namesuch other documents as Lender reasonably requested, any trade names and any previous names) as debtor and which are filedin each case, together with copies of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender. (b) Lender shall have received: (i) an executed copy of a certificate of each of Borrower and Parent, covering such Collateral executed respectively by a Senior Officer thereof, dated the Closing Date, in the form attached as may be necessary Exhibit K to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted LiensDisclosure Letter; (fii) an insurance broker's certificate relating executed copy of an opinion of Xxxxxx LLP, counsel to each insurance policy maintained by Borrower as of and Parent, dated the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance reasonably satisfactory to Lender; (iii) evidence of the release of the Transferred Assets and the Purchased Revenue Interest from any filing of any UCC financing statement made by Hercules in connection with the Venture Financing Agreement, in form and substance reasonably satisfactory to Lender; and (iv) an executed copy of the Licensee Instruction Letter, executed by Borrower, Parent and Licensee. (c) Parent shall have delivered to Lender a certificate, dated the Closing Date, of a Senior Officer (the statements in which shall be true and correct on and as of the Closing Date): (i) attaching copies, certified by such officer as true and complete, of each Transaction Party’s certificate of incorporation or other Organizational Documents (together with any and all amendments thereto) certified by the appropriate Governmental Authority as being true, correct and complete copies; (ii) attaching copies, certified by such officer as true and complete, of ACTIVE/105942580.15 resolutions of the Board of Directors (or similar governing body) of Transaction Party authorizing and approving the execution, delivery and performance by such party of the Loan Documents to which it is a party and the transactions contemplated herein and therein; (iii) setting forth the incumbency of the officers of each such Transaction Party who executed and delivered such Loan Documents, including therein a signature specimen of each such officer; and (iv) attaching copies, certified by such officer as true and complete, of certificates of the appropriate Governmental Authority of the jurisdiction of formation, stating that such party was in good standing under the laws of such jurisdiction as of a recent date. (d) (i) The Transaction Documents (other than Borrower’s Organizational Documents) shall be in full force and effect and (ii) Borrower’s Organizational Documents shall be in full force substantially concurrently with the making of the Loan on the Closing Date. (e) No event shall have occurred and be continuing that (i) constitutes a Default or an Event of Default or a Prepayment Trigger or (ii) could reasonably be expected to constitute a Material Adverse Effect (without giving effect to the cure period applicable to a Prepayment Trigger based thereon), in each case both at the time of, and immediately after giving effect to, the making of the Loan on the Closing Date. (f) The representations and warranties made by Borrower, PRTK SPV1 and Parent in Article VII hereof and in the other Loan Documents shall be true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date, before and after giving effect to the Loan (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects). (g) All necessary governmental and third-party approvals, consents and filings, including in connection with the Loan, the Security Agreement, the Contribution Agreement and the other Loan Documents shall have been obtained or made and shall remain in full force and effect. (h) Borrower shall have delivered to Lender the Perfection Certificate and certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name Borrower as debtor and that are filed in those state and county jurisdictions in which Borrower is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that Lender deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Loan Documents (other than any Permitted Liens and other Liens acceptable to Lender). (i) Lender shall have received all UCC financing statements in appropriate form for filing under the UCC, and all other certificates, agreements, instruments, filings, recordings and other actions, including recordations in the United States Patent and Trademark Office and the United States Copyright Office that are necessary or reasonably requested by Lender in order to establish, protect, preserve and perfect the security interest in the assets of ACTIVE/105942580.15 Borrower constituting Collateral as provided in the Security Agreement as a valid and perfected first priority security interest with respect to such assets shall have been duly effected (or arrangements therefor satisfactory to Lender shall have been made). (j) Lender shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, including and the information described in Section 12.18. (k) Lender shall have received such other approvals, opinions, documents or materials as Lender may reasonably request. (l) Borrower shall have paid all fees, costs and expenses (including legal fees and expenses) agreed in writing to be paid by it to Lender in connection herewith (including pursuant to the Fee Letter) to the extent due.

Conditions Precedent to the Loan. The obligation of the Lender to make the Loan on the Closing Date is subject to the fulfillment, to the satisfaction of the Lender, of all of the following conditions precedent that in addition to the conditions specified in Article II: (a) The Borrower shall have executed and delivered to the Lender the Note, dated the Closing Date. (b) The Lender shall have received on or before the Closing Date all an executed copy of: (i) a certificate of the followingBorrower, each dated (unless otherwise indicated) the Closing Date Date, substantially in the form set forth in Exhibit D-1 hereto together with the attachments specified therein; (ii) a certificate of XOMA, dated the Closing Date, substantially in the form set forth in Exhibit D-2 hereto together with the attachments specified therein; (iii) an opinion of Cxxxxxx Dxxx & Pxxxxxx, special Bermuda counsel to XOMA and each XOMA Bermuda, dated the Closing Date, in form and substance satisfactory to Lender and in such number of counterparts as may be requested by the Lender: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties thereto; (biv) an opinion of Cxxxxx Xxxxxx & Rxxxxxx LLP, U.S. counsel to the Intercreditor AgreementXOMA Parties, dated the Closing Date, in form and substance satisfactory to the Lender; (v) an opinion of Cxxxxxxxxxx X. Xxxxxxxx, Vice President, General Counsel and Secretary of XOMA, dated the Closing Date, in form and substance satisfactory to the Lender; and (vi) an opinion of Axxx Xxxxxxx, Senior Director of Intellectual Property of XOMA, dated the Closing Date, in form and substance satisfactory to the Lender. (c) unless waived The Borrower shall have delivered to the Lender certified true copies of the Borrower Documents. (d) The Borrower shall have executed and delivered to the Lender the Loan Documents (including the amendment to the Security Agreement the form of which is at- tached hereto as Exhibit C) and such other documents as the Lender may reasonably request, in each case, in form and substance satisfactory to the Lender. (e) XOMA Bermuda shall have executed and delivered to the Lender the representation letter in the form set forth in Exhibit I (the “XOMA Bermuda Representation Letter”). (f) The Transaction Documents shall be in full force and effect. (g) The Lender shall have received the upfront underwriting fee set forth in Section 2.05 and all other fees and expenses due and payable to the Lender on the Closing Date under this Agreement and the other Transaction Documents. (h) The organizational structure and capital structure of the Borrower shall be to the satisfaction of the Lender. (i) No event shall have occurred and be continuing that constitutes a Default or an Event of Default under this Agreement or a similar event under the other Transaction Documents and no such event will occur or will have occurred by Lender, loss payable endorsements with respect to all property insurance maintained reason of the Loan. (j) The representations and warranties made by the Borrower in Article VIII hlereof and in the other Transaction Documents shall be true and correct as of the Closing Date, all as described on Schedule 6.1(g) attached hereto before and made a part hereof;after giving effect to the Loan. (dk) The Borrower shall have delivered to the Lender certified true copies of UCC-11sthe License Agreements, including all amendments, supplements or equivalent reportsother modifications thereto, listing all effective financing statements which name Borrower (under its present nameand each License Agreement and amendment, any trade names supplement or other modification thereto shall be in full force and any previous names) as debtor and which are filed, together with copies of all such financing statements;effect. (el) All filings, recordings and other actions that are necessary or reasonalbly requested by the Lender in order to establish, protect, preserve and perfect the security interest in the assets of the Borrower as provided in the Security Agreement as a valid and perfected first priority security interest with respect to such assets shall have been duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens;effected. (fm) an insurance broker's certificate relating to each insurance policy maintained by Borrower as All necessary governmental and third-party approvals, consents and filings, including in connection with the Loan and the acquisition of the Closing Date together with a copy of each such insurance policy Payment Rights by the Borrower pursuant to the Acquisition Agreement shall have been obtained or certificates or evidence of coverage under such policy, evidence made and be in full force and effect. (n) No provision of the payment Acquisition Agreement shall have been waived, amended, supplemented or otherwise modified without the written consent of the premiums thereforLender. (o) The Required Consents shall not have been rescinded, all in form and substance satisfactory to Lender; andamended or modified.

Conditions Precedent to the Loan. The obligation of the Initial Lender to make accept the Loan Initial Lender’s Note on the Closing Date is shall be subject to the conditions satisfaction of the condition precedent that Lender the Repurchase shall have closed and to the following additional conditions precedent: (a) On or prior to such date, the Administrative Agent shall have received on or before the Closing Date all of the following, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lenderthe Administrative Agent: (ai) this A Note payable to MGIC dated as of the Closing Date in the principal amount of $85,000,000, duly executed by the Borrower. (ii) A certificate of an authorized representative of the Borrower (A) attaching and certifying copies of (1) the Xxxxxxx Financial LLC Agreement, all other Organizational Documents of the Note, Borrower at such time in effect and the Disbursement Management Agreement, the TransTexas Security Documents (2) all documents evidencing necessary limited liability company action and the Financing StatementsGovernmental Approvals, each duly executed and delivered if any, required to be obtained by the parties thereto; Borrower in order to execute and deliver and perform its obligations under the Loan Documents (bincluding the repayment of the Loan as contemplated herein) and (3) a complete list of the Intercreditor Agreement; (c) unless waived by Lender, loss payable endorsements with respect to all property insurance maintained by Borrower Covered Subsidiaries as of the Closing Date, all as described in each case specifying the percentage of equity owned collectively by the Borrower and/or its Affiliates directly or indirectly and (B) certifying the names, titles and true signatures of the parties authorized to sign the Loan Documents on Schedule 6.1(g) attached hereto and made a part hereof;behalf of the Borrower. (db) copies The Borrower shall have paid the invoiced fees and expenses of UCC-11s, or equivalent reports, listing all effective financing statements which name counsel payable by the Borrower (under its present name, any trade names and any previous names) as debtor and which that are filed, together with copies referred to in the first sentence of all such financing statements;Section 9.04(a). (ec) duly executed releases or assignments On the Closing Date, the following statements shall be true: (i) the representations and warranties of Liens the Borrower in each Loan Document to which the Borrower is a party are true and UCC-3 financing statements correct in recordable formall material respects, before and in form after giving effect to the Loan, as though made on and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens; (f) an insurance broker's certificate relating to each insurance policy maintained by Borrower as of such date; and (ii) no Default has occurred and is continuing or would result from the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; andLoan.

Conditions Precedent to the Loan. The obligation of the Lender to make the Loan on the Closing Date is subject to the fulfillment, to the satisfaction of the Lender, of all of the following conditions precedent that in addition to the conditions specified in Article II: (a) The Borrower shall have executed and delivered to the Lender the Note, dated the Closing Date. (b) The Lender shall have received on or before the Closing Date all an executed copy of: (i) a certificate of the followingBorrower, each dated (unless otherwise indicated) the Closing Date Date, substantially in the form set forth in Exhibit D-1 hereto together with the attachments specified therein; (ii) a certificate of XOMA, dated the Closing Date, substantially in the form set forth in Exhibit D-2 hereto together with the attachments specified therein; (iii) an opinion of Cxxxxxx Dxxx & Pxxxxxx, special Bermuda counsel to XOMA and each XOMA Bermuda, dated the Closing Date, in form and substance satisfactory to Lender and in such number of counterparts as may be requested by the Lender: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties thereto; (biv) an opinion of Cxxxxx Xxxxxx & Rxxxxxx LLP, U.S. counsel to the Intercreditor AgreementXOMA Parties, dated the Closing Date, in form and substance satisfactory to the Lender; (v) an opinion of Cxxxxxxxxxx X. Xxxxxxxx, Vice President, General Counsel and Secretary of XOMA, dated the Closing Date, in form and substance satisfactory to the Lender; and (vi) an opinion of Axxx Xxxxxxx, Senior Director of Intellectual Property of XOMA, dated the Closing Date, in form and substance satisfactory to the Lender. (c) unless waived The Borrower shall have delivered to the Lender certified true copies of the Borrower Documents. (d) The Borrower shall have executed and delivered to the Lender the Loan Documents (including the amendment to the Security Agreement the form of which is at- tached hereto as Exhibit C) and such other documents as the Lender may reasonably request, in each case, in form and substance satisfactory to the Lender. (e) XOMA Bermuda shall have executed and delivered to the Lender the representation letter in the form set forth in Exhibit I (the “XOMA Bermuda Representation Letter”). (f) The Transaction Documents shall be in full force and effect. (g) The Lender shall have received the upfront underwriting fee set forth in Section 2.05 and all other fees and expenses due and payable to the Lender on the Closing Date under this Agreement and the other Transaction Documents. (h) The organizational structure and capital structure of the Borrower shall be to the satisfaction of the Lender. (i) No event shall have occurred and be continuing that constitutes a Default or an Event of Default under this Agreement or a similar event under the other Transaction Documents and no such event will occur or will have occurred by Lender, loss payable endorsements with respect to all property insurance maintained reason of the Loan. (j) The representations and warranties made by the Borrower in Article VIII hereof and in the other Transaction Documents shall be true and correct as of the Closing Date, all as described on Schedule 6.1(g) attached hereto before and made a part hereof;after giving effect to the Loan. (dk) The Borrower shall have delivered to the Lender certified true copies of UCC-11sthe License Agreements, including all amendments, supplements or equivalent reportsother modifications thereto, listing all effective financing statements which name Borrower (under its present nameand each License Agreement and amendment, any trade names supplement or other modification thereto shall be in full force and any previous names) as debtor and which are filed, together with copies of all such financing statements;effect. (el) All filings, recordings and other actions that are necessary or reasonably requested by the Lender in order to establish, protect, preserve and perfect the security interest in the assets of the Borrower as provided in the Security Agreement as a valid and perfected first priority security interest with respect to such assets shall have been duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens;effected. (fm) an insurance broker's certificate relating to each insurance policy maintained by Borrower as All necessary governmental and third-party approvals, consents and filings, including in connection with the Loan and the acquisition of the Closing Date together with a copy of each such insurance policy Payment Rights by the Borrower pursuant to the Acquisition Agreement shall have been obtained or certificates or evidence of coverage under such policy, evidence made and be in full force and effect. (n) No provision of the payment Acquisition Agreement shall have been waived, amended, supplemented or otherwise modified without the written consent of the premiums thereforLender. (o) The Required Consents shall not have been rescinded, all in form and substance satisfactory to Lender; andamended or modified.

Conditions Precedent to the Loan. The obligation As conditions precedent to Lender's making of Lender the Loan, the following shall occur prior to make or at the Loan on Closing: (a) the Closing Date is subject Borrower shall have duly and validly issued, executed and delivered the Note and the Warrant to the Lender; (b) the Borrower shall have paid to Davix X. Xxxx x xinder's fee of CDN$52,200.00 (US$37,500.00) in the form of 350,000 Shares issued to him at a deemed price of CDN$0.15 per Share; (c) the Borrower shall have effected the appointment or election of one Lender-designated person to the Borrower's Board of Directors; (d) the Borrower shall have entered into a three-year employment agreement with Willxxx X. Xxxxxx xx terms and conditions precedent that acceptable to the Lender; (e) the Borrower shall have consummated the Private Placement on terms and conditions acceptable to the Lender; (f) the Borrower shall have terminated the Shareholder Protection Rights Plan; (g) Hectxx Xxxxxxxxx xxx Camuri Holding LLP shall have entered into an agreement not to reduce their respective holdings of Shares on terms and conditions acceptable to the Lender; (h) the Borrower shall have paid in full the Expenses specified in Section 4.11(a) and (b) in cash by wire transfer of such funds to such account as the Lender shall have received on designated; (i) the Borrower shall have repaid in full all amounts owing under the Existing TOSI Xxxn in cash by wire transfer of such funds to such account as the Lender shall have designated; and (j) the Borrower shall have made the following additional deliveries to the Lender: (i) to the extent that the Province of Alberta issues such documents or before the Closing Date all their respective analogues, certificates of existence and good standing of the following, each dated Borrower in the Province of Alberta; (unless otherwise indicatedii) a certificate of the Secretary or Assistant Secretary of the Borrower certifying (A) the Closing Date Borrower's charter and each bylaws, (B) duly adopted resolutions of the Borrower's board of directors in form and substance satisfactory to the Lender and in such number with respect to the authorization of counterparts as may be requested by Lender: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents Warrant and the Financing StatementsAncillary Documents to which the Borrower is a party, each duly executed and delivered by the parties theretoofficers of the Borrower authorized to sign such instruments, and (C) specimen signatures of the officers so authorized; (biii) the Intercreditor Agreement; (c) unless waived by Lender, loss payable endorsements with respect to all property insurance maintained by Borrower as a certificate of the Closing DateSecretary or Assistant Secretary of each Subsidiary that is guaranteeing the Loan certifying (A) such Subsidiary's charter and bylaws, all as described on Schedule 6.1(g) attached hereto and made a part hereof; (d) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (eB) duly executed releases or assignments adopted resolutions of Liens and UCC-3 financing statements in recordable form, and such Subsidiary's board of directors in form and substance satisfactory to Lenderthe Lender with respect to the authorization of the Ancillary Documents to which such Subsidiary is a party, covering and the officers of such Collateral as may be necessary Subsidiary authorized to reflect that sign such instruments, and (C) specimen signatures of the Liens granted to Lender are first and prior Liens, except for Permitted Liensofficers so authorized; (fiv) an insurance broker's certificate relating to each insurance policy maintained by Borrower as a legal opinion of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of Borrower's legal counsel addressed to the payment of the premiums therefor, all Lender in form and substance satisfactory to the Lender; (v) duly-executed originals (in such number as the Lender reasonably shall request) of the Registration Rights Agreement; and (vi) such other documents and things as the Lender reasonably shall request in writing at least three (3) days prior to the Closing.

Conditions Precedent to the Loan. The obligation of Lender Lenders shall not be required to make the Loan hereunder unless the Credit Parties have furnished to the Agent with sufficient copies for the Lenders the following documents and satisfied (or such condition has been waived) the following conditions, as applicable, in each case to Agent's reasonable satisfaction: (i) Copies of the articles or certificate of incorporation of each Credit Party, together with all amendments, and a certificate of good standing (provided that such good standing certificate for xXxxxxx.xxx, Inc. shall be delivered to the Agent within 30 days of the Closing Date) and, if reasonably requested by Agent, a certificate or certificates of qualification to do business as a foreign corporation, each certified by the appropriate governmental officer in its jurisdiction of incorporation or other applicable jurisdiction. (ii) Copies certified by the Secretary or Assistant Secretary of the applicable Credit Party, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Credit Party is a party. (iii) An incumbency certificate or certificates, executed by the Secretary or Assistant Secretary of each Credit Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each Credit Party authorized to sign the Loan Documents to which such Credit Party is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Credit Party. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the Closing Borrowing Date no Default or Unmatured Default has occurred and is subject continuing. (v) A written opinion of (i) Xxxxxxxx & Xxxxx, the Borrower's counsel, (ii) McAfee & Xxxx, special aviation counsel to the conditions precedent that Lender shall have received on or before Agent, and (iii) Vedder, Price, Xxxxxxx & Kammholz, special counsel to the Closing Date all of Borrower and the followingCredit Parties, in each dated (unless otherwise indicated) case addressed to the Closing Date and each Lenders in form and substance satisfactory reasonably acceptable to Lender and in such number of counterparts as may be Agent. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender:. (avii) this AgreementWritten money transfer instructions, in substantially the Noteform of Exhibit B, addressed to the Disbursement Agreement, the TransTexas Security Documents Agent and the Financing Statements, each duly executed and delivered signed by the parties thereto; (b) the Intercreditor Agreement; (c) unless waived by Lender, loss payable endorsements with respect to all property insurance maintained by Borrower as of the Closing Date, all as described on Schedule 6.1(g) attached hereto and made a part hereof; (d) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filedan Authorized Officer, together with copies of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral other related money transfer authorizations as the Agent may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens; (f) an insurance broker's certificate relating to each insurance policy maintained by Borrower as of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; andhave reasonably requested.

Conditions Precedent to the Loan. The obligation of the Lender to make the Loan on the Closing Date is subject to the fulfillment, to the satisfaction of the Lender, of all of the following conditions precedent that in addition to the conditions specified in Article II: (a) The Borrower shall have executed and delivered to the Lender the Note, dated the Closing Date. (b) The Lender shall have received on or before the Closing Date all an executed copy of: (i) a certificate of the followingBorrower, each dated (unless otherwise indicated) the Closing Date Date, substantially in the form set forth in Exhibit D-1 hereto together with the attachments specified therein; (ii) a certificate of XOMA, dated the Closing Date, substantially in the form set forth in Exhibit D-2 hereto together with the attachments specified therein; (iii) a certificate of XOMA Bermuda, dated the Closing Date, substantially in the form set forth in Exhibit D-3 hereto together with the attachments specified therein; (iv) an opinion of Xxxxxxx Xxxx & Xxxxxxx, special Bermuda counsel to XOMA and each XOMA Bermuda, dated the Closing Date, in form and substance satisfactory to Lender and in such number of counterparts as may be requested by the Lender: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties thereto; (bv) an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, U.S. counsel to the Intercreditor AgreementXOMA Parties, dated the Closing Date, in form and substance satisfactory to the Lender; (vi) an opinion of Xxxxxxxxxxx X. Xxxxxxxx, Vice President, General Counsel and Secretary of XOMA, dated the Closing Date, in form and substance satisfactory to the Lender; and (vii) an opinion of Xxxx Xxxxxxx, Senior Director of Intellectual Property of XOMA, dated the Closing Date, in form and substance satisfactory to the Lender. (c) unless waived The Borrower shall have delivered to the Lender certified true copies of the Borrower Documents. (d) The Borrower shall have executed and delivered to the Lender the Loan Documents and such other documents as the Lender may reasonably request, in each case, in form and substance satisfactory to the Lender. (e) The Borrower and XOMA Bermuda shall have executed and delivered to the Lender the Acquisition Agreement in the form set forth in Exhibit I. (f) The Transaction Documents shall be in full force and effect. (g) The Lender shall have received the upfront structuring fee set forth in Section 2.05 and all other fees and expenses due and payable to the Lender on the Closing Date under this Agreement and the other Transaction Documents. (h) The organizational structure and capital structure of the Borrower shall be to the satisfaction of the Lender. (i) No event shall have occurred and be continuing that constitutes a Default or an Event of Default under this Agreement or a similar event under the other Transaction Documents and no such event will occur or will have occurred by Lender, loss payable endorsements with respect to all property insurance maintained reason of the Loan. (j) The representations and warranties made by the Borrower in Article VIII hereof and in the other Transaction Documents shall be true and correct as of the Closing Date, all as described on Schedule 6.1(g) attached hereto before and made a part hereof;after giving effect to the Loan. (dk) The Borrower shall have delivered to the Lender certified true copies of UCC-11sthe License Agreements, including all amendments, supplements or equivalent reportsother modifications thereto, listing all effective financing statements which name and each License Agreement and amendment, supplement or other modification thereto shall be in full force and effect. (l) All filings, recordings and other actions that are necessary or reasonably requested by the Lender in order to establish, protect, preserve and perfect the security interest in the assets of the Borrower as provided in the Security Agreement as a valid and perfected first priority security interest with respect to such assets shall have been duly effected. (m) All necessary governmental and third-party approvals, consents and filings, including in connection with the Loan and the acquisition of the Payment Rights by the Borrower pursuant to the Acquisition Agreement shall have been obtained or made and be in full force and effect. (n) The acquisition by the Borrower and the assignment by XOMA Bermuda of the Payment Rights shall have been consummated pursuant to the Acquisition Agreement, and no provision thereof shall have been waived, amended, supplemented or otherwise modified in connection with such acquisition without the written consent of the Lender. (o) The Lender shall have conducted a background check of the officers of the XOMA Parties and the results shall be to the satisfaction of the Lender. (p) The Borrower and the Obligors shall have executed and the Borrower shall have delivered the Required Consents. (q) The Lender shall have received from the Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens; (fi) an insurance broker's certificate relating to each insurance policy maintained by Borrower as executed copy of the Closing Date together with a copy Release of each such insurance policy or certificates or Security Agreement in Patents between XOMA and Genentech, (ii) evidence of coverage under such policy, evidence to the satisfaction of the payment Lender that such release was filed with the U.S. Patent and Trademark Office and (iii) evidence to the satisfaction of the premiums therefor, all in form and substance satisfactory to Lender; andLender that a UCC-3 termination statement was filed with the office of the Secretary of State of the State of Delaware.

Conditions Precedent to the Loan. The obligation of Lender Bank to make the Loan on the Closing Date extend any credit contemplated by this Agreement is subject to the conditions precedent that Lender shall have received on or before the Closing Date fulfillment to Bank’s satisfaction of all of the following, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lenderfollowing conditions: (a) this This Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed by Borrower and delivered by the parties thereto;Bank. (b) the Intercreditor Agreement;The Note, duly executed by Borrower. (c) unless waived by LenderThe Security Documents, loss payable endorsements with respect to all property insurance maintained duly executed by Borrower and Holdings (as applicable), together with (i) any financing statements requested by Bank, (ii) an acknowledgment to the collateral assignment of Holdings’ membership interest in the Closing DateBorrower, all as described on Schedule 6.1(g(iii) attached hereto deposit account, securities account, and made a part hereof;commodity account control agreements to the extent requested by Bank, and (v) landlord waiver letters for Borrower’s collateral locations to the extent required by Bank. (d) copies The Guaranties, duly executed by each of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements;the Guarantors. (e) duly executed releases One or assignments more certificates of Liens Borrower’s Secretary or Assistant Secretary certifying that attached to such certificate, or incorporated therein, are (i) the resolutions of Borrower’s Directors authorizing the execution, delivery and UCC-3 financing statements in recordable formperformance of the Loan Documents to which Borrower is a party, (ii) true, correct and complete copies of Borrower’s Constituent Documents, and in form (iii) examples of the signatures of Borrower’s Officers or agents authorized to execute and substance satisfactory deliver the Loan Documents to Lenderwhich Borrower is a party and other instruments, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first agreements and prior Lienscertificates, except for Permitted Liens;on Borrower’s behalf. (f) A current certificate issued by the Secretary of State of Minnesota, certifying that Borrower is in good standing and is in compliance with all applicable formation requirements of the State of Minnesota. (g) One or more certificates from each Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate, or incorporated therein, are (i) the resolutions of each Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which such Guarantor is a party, (ii) true, correct and complete copies of each Guarantor’s Constituent Documents, and (iii) examples of the signatures of each Guarantor’s corporate officers or agents authorized to execute and deliver the Loan Documents to which such Guarantor is a party and other instruments, agreements and certificates on such Guarantor’s behalf. (h) Current copies of the certificates of good standing for each Guarantor from the office of the secretary of the state of its incorporation or organization; (i) Evidence that Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (j) A certificate of an insurance broker's certificate relating to each insurance policy maintained by Officer of Borrower confirming that the representations and warranties contained in this Article IV and Article V are correct on and as of the Closing Date together with a copy as though made on and as of each such insurance policy or certificates or evidence date, except to the extent that such representations and warranties relate solely to an earlier date. (k) A favorable opinion of coverage under such policycounsel to Borrower and Guarantors, evidence addressed to Bank. (l) Certificates of the payment insurance required hereunder, with all hazard insurance containing a lender’s loss payable endorsement in Bank’s favor and with all liability insurance naming Bank as an additional insured. (m) Payment of reasonable expenses incurred by Bank through such date and required to be paid by Borrower under Section 8.5 including all reasonable legal expenses. (n) The capital and organizational structure of Holdings and Borrower shall be reasonably satisfactory to Bank. (o) Bank shall have received financing statement, tax, and judgment lien search results against the premiums thereforProperty of Borrower and each Guarantor evidencing the absence of Liens on the Collateral except as permitted by Section 6.4 hereof. (p) Bank shall have received pay-off and lien release letters from secured creditors of Borrower setting forth, all among other things, the total amount of Indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of Borrower) and containing an undertaking to cause to be delivered to Bank UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of Borrower, which pay-off and lien release letters shall be in form and substance satisfactory reasonably acceptable to Lender; andBank.

Conditions Precedent to the Loan. The obligation of the Lender to make the Loan on the Closing Date is subject to the conditions condition precedent that the Lender shall have received on or before the Closing Date all of the followingreceived, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to the Lender and in such number of counterparts as may be requested by Lender: (a) its counsel, the following: this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statementsother Loan Documents, each duly executed and delivered by the parties thereto; (b) Borrower; a certificate of the Intercreditor Agreement; (c) unless waived by Lender, loss payable endorsements Secretary or an Assistant Secretary of the Borrower with respect to all property insurance maintained by Borrower as resolutions of the Closing DateBoard of Directors authorizing the execution and delivery of this Agreement, the Note, the Security Documents and the other Loan Documents and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; the certificate of incorporation of the Borrower and all amendments and supplements thereto, filed in the office of the Secretary of State of Delaware, each certified by said Secretary of State as described on Schedule 6.1(g) attached hereto being a true and made correct copy thereof; the Bylaws of the Borrower and all amendments and supplements thereto, certified by the Secretary or an Assistant Secretary as being a part hereof; (d) copies true and correct copy thereof; a certificate of UCC-11sthe Secretary of State of Delaware, or equivalent reports, as to the Borrower's legal existence and good standing in such state and listing all effective financing statements which name Borrower (under its present name, any trade names documents on file in the office of said Secretary of State and any previous names) certificates of the Secretary of State of Alabama as debtor to the Borrower's qualification and which are filed, together with copies of all good standing as a foreign corporation in such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted state; documentary evidence acceptable to Lender are first and prior Liens, except for Permitted Liens; (f) an insurance broker's certificate relating as to each insurance policy maintained by Borrower as the tax good standing of the Closing Date together with a copy Borrower in Delaware and Alabama; opinions of each such insurance policy or certificates or counsel addressed to Lender from counsel to the Borrower, substantially in the form of Exhibit F hereto; appraisals of the Collateral; documentary evidence of coverage under compliance by the Collateral with all zoning, environmental and other applicable laws; such policyevidence shall include, without limitation, a recent environmental audit of the property encumbered by the Real Property Security Instrument (a complete Phase I Environmental Assessment shall be performed on all of the property encumbered by the Real Property Security Instrument; Lender shall review all environmental information submitted by the Borrower and may request additional information to determine if additional Environmental Assessments beyond the scope of the Phase I need to be performed on any portion of the said property; Funding of the Loan shall not occur until the Lender is fully satisfied, in Lender's absolute and sole discretion, that all existing environmental concerns and planned remediation on the said property will not materially affect the Borrower's operations); documentary evidence of the insurance coverage required pursuant to the Loan Documents; Uniform Commercial Code, judgment, tax and such other lien searches deemed appropriate by Lender's counsel; pro forma title policy insuring the lien of the Real Property Security Instrument together with escrow instructions binding the title insurer to issue a title insurance policy in such form; survey of the property encumbered by the Real Property Security Instrument; such other documents, and completion of such other matters, as counsel for the Lender may deem necessary or appropriate; payment of an administrative fee equal to one percent (1%) of the premiums therefor, aggregate principal amount of the Loan; payment of all expenses incurred by Lender in form and substance satisfactory to Lenderconnection with the closing of the Loan; and

Conditions Precedent to the Loan. The obligation of the Lender to make advance the Loan on the Closing Date is subject to satisfaction (or waiver by the conditions precedent that Lender shall have received on or before the Closing Date all in its sole discretion) of each of the following, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lender:following conditions precedent. (a) The Lender or its counsel shall have received the following, with each Instrument dated the date of this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered Agreement (or as otherwise agreed by the parties thereto; (b) the Intercreditor Agreement; (c) unless waived by Lender, loss payable endorsements with respect to all property insurance maintained by Borrower as of the Closing Date, all as described on Schedule 6.1(g) attached hereto and made a part hereof; (d) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form), and in form and substance as shall be satisfactory to the Lender: (i) this Agreement, covering such Collateral as may duly executed by the Borrower; (ii) each of the Security Documents, each duly executed by the Borrower or other applicable Credit Party, together with any UCC filings or other Instruments for filing or registration, notarizations thereof, notices with respect thereto or other Instruments determined by the Lender to be necessary or desirable to reflect establish and perfect the Liens established pursuant to the Security Documents; (iii) the Option Agreement, duly executed by the Borrower; (iv) the Consent, duly executed by the Borrower, Mineral Ridge LLC and Scorpio Gold (US) Corporation; (v) to the extent not specifically referenced, each other Loan Document, duly executed by the Borrower or the Credit Party that is party thereto; (vi) an Omnibus Certificate for each Credit Party, duly executed by officers thereof substantially in the form of Exhibit A hereto, together with each Credit Party’s articles of incorporation, bylaws, resolutions, certificates of good standing and certification of incumbency; (vii) certificates of issuing insurance companies or brokers, confirming compliance by the Borrower with the insurance requirements set forth in Section 7.5; (viii) accurate and complete copies of the financial statements of the Credit Parties referred to in Section 6.1(g); (ix) evidence satisfactory to the Lender confirming the validity of the Security Documents and their application to the Loan and the Obligations as well as the validity and perfection of the Liens granted by such Security Documents with the Agreed Priority; (x) opinions of legal counsel for the Credit Parties, dated the Closing Date and addressed to the Lender are first in form and prior Lienssubstance reasonably acceptable to the Lender; and (xi) all such other approvals, except for Permitted Liensopinions, documents or Instruments as the Lender may reasonably request. (b) all representations and warranties made by the Credit Parties herein, in any other Loan Documents shall be true and correct on the Closing Date; (c) the Borrower shall have paid the Structuring Fee and all other applicable costs, fees and expenses on and as of the date of this Agreement; (d) no Default or Event of Default has occurred and is continuing or would occur as a result of the making of the Loan or the use of the proceeds thereof; (e) all approvals, consents and authorizations of Governmental Authorities, the shareholders of Borrower or other Persons required in connection with this Agreement and the other Loan Documents shall have been obtained and remain in effect; (f) an insurance broker's certificate relating there is no pending or threatened action or proceeding before any Governmental Authority against or affecting any Credit Party or any Mineral Properties, which could reasonably be expected to have a Material Adverse Effect on any Credit Party; (g) since December 31, 2010, the date of the Borrower’s most recent audited financial statements, a copy of which is attached in Schedule 6.1(g) attached hereto, there shall have been no change, event or occurrence that has had, or could reasonably be expected to have, a Material Adverse Effect on any Credit Party; (h) all data, reports, maps, surveys, financial statements, Instruments and other information requested by the Lender for its due diligence, including searches of all Lien filings, registrations and records deemed necessary by the Lender, and copies of any documents, filings and Instruments on file in such jurisdictions, shall have been provided, and the Lender shall have completed its technical, legal, financial, permitting, environmental and other due diligence investigation of the Credit Parties and the Mineral Properties in scope, and with results, satisfactory to the Lender; (i) the Lender shall be satisfied with the form of the Loan Documents; and (j) each insurance policy maintained Credit Party has performed and complied with all agreements and conditions herein and in the other Loan Documents required to be performed and complied with on or prior to the date of the proposed Loan, except those agreements and conditions waived by the Lender. The Borrower’s request for a Loan shall be deemed to constitute a representation and warranty by the Borrower as of the Closing Date together with a copy date of each such insurance policy or certificates or evidence Loan that the applicable conditions in paragraphs (a) through (j) of coverage under such policythis Section have been, evidence of the payment of the premiums thereforand remain, all in form and substance satisfactory to Lender; andsatisfied.

Conditions Precedent to the Loan. The obligation Each of Lender to make the Loan on the Closing Date is subject to the following items shall be independent conditions precedent that Lender shall have received on or before to Bank’s (and with respect to subparagraph (vi), Borrower’s) obligation to proceed with the Closing Date all funding and closing of the following, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by LenderLoan: (ai) this AgreementProper execution and delivery of a loan agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statementsother Loan Documents in form satisfactory to Bank which shall embody the terms hereof together with the customary and usual representations and warranties applicable to the Borrower’s existence, each duly executed financial condition, title to its assets, lack of encumbrances, lien position and delivered by the parties theretoenforceability of security interest in favor of Bank; (bii) Certificate that there has not been any material adverse change in the Intercreditor Agreementsecurity or the financial condition of Borrower from that reflected on the Borrower’s financial statement most recently furnished to Bank prior to the date of this Commitment Letter; (ciii) unless waived by LenderCertificate of the Borrower disclosing pending material litigation against Borrower; (iv) Certificate of the Borrower certifying that Borrower has not committed any act or suffered to exist any condition that would have breached the warranties or covenants of or created a default under the Loan Documents, loss payable endorsements with respect to all property insurance maintained by Borrower had the Loan Documents been in effect as of the Closing Date, all as described on Schedule 6.1(g) attached hereto and made a part date hereof; (dv) copies Bank’s review and approval of UCC-11sthe association and club documents governing the Borrower, or equivalent reportsincluding, listing all effective financing statements which name Borrower (under its present namewithout limitation, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements;the Declaration. (evi) duly executed releases or assignments Approval of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens; this Commitment Letter by: (fx) an insurance broker's certificate relating to each insurance policy maintained by Borrower as a majority of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence Noteholders of the payment Note Purchase Agreement; and (ii) a majority of the premiums thereforBorrower’s shareholders, each by November 15, 2012. In the event Borrower has not notified Bank in writing by November 15, 2012, that these conditions have not been satisfied, then these conditions shall be deemed waived by Borrower. In the event Borrower notifies Bank in writing that these conditions have not been satisfied by November 15, 2012, then this Commitment Letter shall be deemed terminated and Bank shall refund any deposits paid to date, less all in form and substance satisfactory of the Bank’s third party fees incurred to Lender; andthe date of termination including, without limitation, reasonable attorneys’ fees.

Conditions Precedent to the Loan. The obligation Each of Lender the following is a condition precedent to make Agent and Lenders making the Loan on the Closing Date is subject to the conditions precedent that Lender hereunder: (a) Agent shall have received on or before the Closing Date all of the followingreceived, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender Agent, (i) all releases, terminations and such other documents as Agent may request to evidence and effectuate the termination by the Existing Lenders of their respective financing arrangements with Borrowers and Guarantors, the termination by Fleet Precious Metals Inc. of its precious metals consignment arrangements with Borrowers and Guarantors and the termination and release by it or them, as the case may be, of any interest in and to any assets and properties of each Borrower and Guarantor, duly authorized, executed and delivered by it or each of them, including, but not limited to, (A) UCC termination statements for all UCC financing statements previously filed by it or any of them or their predecessors, as secured party and any Borrower or Guarantor, as debtor; (B) PPSA terminations or discharges for all PPSA financing statements previously filed by it or any of them or their predecessors as secured party and any Borrower or Guarantor, as debtor; and (C) satisfactions and discharges of any mortgages, deeds of trust or deeds to secure debt by any Borrower or Guarantor in favor of it or any of them, in form acceptable for recording with the appropriate Governmental Authority, and (ii) evidence that one or more of the Borrowers has acquired good and marketable title to the precious metals included in the collateral reports previously delivered to Agent, free and clear of all liens and encumbrances (except those in favor of Agent); (b) all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be satisfactory in form and substance to Agent, and Agent shall have received all information and copies of all documents, including records of requisite corporate 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 Authority (and including a copy of the certificate of incorporation of each Borrower and Guarantor certified by the Secretary of State (or equivalent Governmental Authority) which shall set forth the same complete corporate name of such Borrower or Guarantor as is set forth herein and such document as shall set forth the organizational identification number of counterparts each Borrower or Guarantor, if one is issued in its jurisdiction of incorporation); (c) no material adverse change shall have occurred in the assets, business or condition (financial or otherwise) of Borrowers since the date of Agent's latest field examination (not including for this purpose the field review referred to in clause (d) below) and no change or event shall have occurred which would impair the ability of any Borrower or Obligor to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Agent or any Lender to enforce the Obligations or realize upon the Collateral; (d) Agent shall have received from the Working Capital Agent the results of its field survey and audit of the Borrowers' Records and such other information with respect to the Collateral as Working Capital Agent may require, the results of which shall be satisfactory to Agent; (e) Agent shall have received, in form and substance satisfactory to Agent, all consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary or desirable in order 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, Collateral Access Agreements; (f) the Excess Availability as determined by the Working Capital Agent, as of the date hereof, shall be not less than $10,000,000 after giving effect to (i) the Loan to be made in connection with the transactions hereunder and (ii) the initial Loans (as defined in the Working Capital Loan Agreement) made or to be made and Letter of Credit Accommodations (as defined in the Working Capital Loan Agreement) issued or to be issued in connection with the initial transactions under the Working Capital Loan Agreement; (g) Agent shall have received, in form and substance satisfactory to Agent, Deposit Account Control Agreements by and among Working Capital Agent, Agent, each Borrower and Guarantor, as the case may be requested and each bank where such Borrower (or Guarantor) has a deposit account, in each case, duly authorized, executed and delivered by Lender:such bank and Borrower or Guarantor, as the case may be; (ah) this Agent shall have received (i) the Intercreditor Agreement, in form and substance satisfactory to Agent, duly authorized, executed and delivered by the Noteparties thereto, and (ii) the Disbursement WHX Subordination Agreement, the TransTexas Security Documents in form and the Financing Statementssubstance satisfactory to Agent, each duly authorized, executed and delivered by the parties thereto; (bi) Agent shall have received the Intercreditor Cash Collateral Agreement; (c) unless waived by Lender, loss payable endorsements with respect to all property insurance maintained by Borrower as of the Closing Date, all as described on Schedule 6.1(g) attached hereto and made a part hereof; (d) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to LenderAgent, covering such Collateral as may be necessary to reflect that duly authorized, executed and delivered by the Liens granted to Lender are first and prior Liens, except for Permitted Liensparties thereto; (fj) an insurance broker's certificate relating to each insurance policy maintained by Borrower as of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policyAgent shall have received evidence, evidence of the payment of the premiums therefor, all in form and substance satisfactory to LenderAgent, that Agent has a valid perfected first priority security interest in all of the Collateral, subject (as to priority) only to (i) the liens of the Working Capital Agent pursuant to the Working Capital Lender Agreements and (ii) the liens expressly permitted under Sections 9.8(b) through (g) hereof; (k) Agent shall have received and reviewed lien and judgment search results for the jurisdiction of organization of each Borrower and Guarantor, the jurisdiction of the chief executive office of each Borrower and Guarantor and all jurisdictions in which assets of Borrowers and Guarantors are located, which search results shall be in form and substance satisfactory to Agent; (l) Agent shall have received environmental audits of the Real Property to be subject to the Mortgages conducted by an independent environmental engineering firm acceptable to Agent, and in form, scope and methodology satisfactory to Agent, confirming that (i) each Borrower and Guarantor is in compliance with all material applicable Environmental Laws and (ii) the absence of any material potential or actual liabilities of Borrowers or Guarantors with respect to remediation of such Real Property and the absence of any material environmental problems; (m) Agent shall have received, in form and substance satisfactory to Agent, a valid and effective title insurance policy issued by a company and agent acceptable to Agent: (i) insuring the priority, amount and sufficiency of the Mortgages, (ii) insuring against matters that would be disclosed by surveys and (iii) containing any legally available endorsements, assurances or affirmative coverage requested by Agent for protection of its interests; (n) Agent shall have received, in form and substance satisfactory to Agent, a certificate, dated of even date herewith, of the chief financial officer of Parent, stating that immediately after giving effect to the transactions contemplated to occur under this Agreement and the Working Capital Loan Agreement on the date hereof, each Borrower and H&H Canada (on a stand-alone basis) is Solvent; (o) Agent shall have received (i) true, correct and complete copies of the Working Capital Lender Agreements as duly authorized, executed and delivered by the parties thereto, which shall each be on terms and conditions acceptable to Agent and (ii) evidence that the transactions contemplated under the Working Capital Loan Agreement have been consummated prior to or contemporaneously with the execution of this Agreement; (p) Borrowers shall have issued the WHX Subordinated Note and all other agreements, instruments and documents related thereto, which shall be in form and substance satisfactory to Agent, duly authorized, executed and delivered by the parties thereto; (q) Agent shall have received evidence satisfactory to it that Parent shall have received, in immediately available funds $43,449,000 from WHX, representing the proceeds of the Indebtedness evidenced by the WHX Subordinated Note, which funds shall be used to repay amounts owing to the Existing Lenders; (r) Agent shall have received copies of the shares of the stock certificates representing all of the issued and outstanding shares of the Capital Stock of each Borrower and Guarantor (other than Parent) and owned by any Borrower or Guarantor, in each case together with stock powers duly executed in blank with respect thereto, and shall have received evidence satisfactory to Agent that the originals of such stock certificates and stock powers have been delivered to the Working Capital Agent; (s) Agent shall have received evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements, in form and substance satisfactory to Agent, and certificates of insurance policies and/or endorsements naming Agent as additional insured or loss payee as its interests may appear, as applicable; (t) Agent shall have received, in form and substance satisfactory to Agent, such opinion letters of United States and Canadian counsel to Borrowers and Guarantors with respect to the Financing Agreements and such other matters as Agent may request; (u) 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; (v) all representations and warranties contained herein and in the other Financing Agreements shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of the making of the Loan and after giving effect thereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date); (w) no law, regulation, order, judgment or decree of any Governmental Authority shall exist, and no action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise affect (A) the making of the Loan, or (B) the consummation of the transactions contemplated pursuant to the terms hereof or the other Financing Agreements or (ii) has or has a reasonable likelihood of having a Material Adverse Effect; and (x) no Default or Event of Default shall exist or have occurred and be continuing on and as of the date of the making of the Loan and after giving effect thereto.

Conditions Precedent to the Loan. The obligation of the initial Lender to advance the Loan shall be subject to fulfillment of the following conditions precedent on or prior to the Closing Date: (a) The Borrower shall have delivered to the Agent the Notice of Borrowing and the Pay Proceeds Letter; (b) The initial Lender shall have received its applicable Note duly executed by the Borrower and the initial Lender shall have received sufficient funds to make the Loan on either from the Closing Date is subject to the conditions precedent that Lender issuance of commercial paper or from Credit Suisse, if requested; (c) The Agent shall have received on or before the Closing Date all of the following, each dated (unless otherwise indicated) the Closing Date and each following documents in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lenderit: (ai) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each This Agreement duly executed and delivered by the parties theretoBorrower; (bii) The Security Agreement, together with evidence of its filing (or filing of a customary memorandum thereof) with the Intercreditor United States Surface Transportation Board and the Office of the Registrar General of Canada (and the favorable opinions of Xxxxxx & Xxxxxx, special Surface Transportation Board counsel to the Borrower, and Xxxx & Berlis LLP, special Canadian counsel to the Borrower, delivered pursuant to subsection (vi) below shall be conclusive evidence of such filings); (iii) Certificates of insurance naming the Secured Party as additional insured and loss payee for the benefit of the Lenders, which satisfy the requirement of Section 4.2 of the Security Agreement; (civ) unless waived A certificate of a Responsible Officer of ARI, which is the sole member of the Borrower, certifying (A) ARI’s articles of incorporation and bylaws, (B) the resolutions of the Board of Directors of ARI approving and authorizing (i) the execution and delivery by Lenderthe Borrower of the Loan Documents to which it is a party and performance by the Borrower of the transactions contemplated hereunder and thereunder and (ii) the execution and delivery by ARI of the Loan Documents to which it is a party and performance of the transactions contemplated hereunder and thereunder, loss payable endorsements (C) the certificate of formation and operating agreement of the Borrower, and (D) an incumbency certificate regarding the Responsible Officers signing on behalf of ARI for itself and in its capacity as the sole member of the Borrower, incorporating specimen signatures; (v) A certificate of an officer of ARLLA and AR Leasing, which is the sole member of ARLLA, certifying (A) AR Leasing’s certificate of formation and operating agreement, (B) the resolutions of the Executive Committee of AR Leasing approving and authorizing (i) the execution and delivery by ARLLA of the Loan Documents to which it is a party and performance by ARLLA of the transactions contemplated thereunder and (ii) the execution and delivery by AR Leasing of the Loan Documents to which it is a party and performance by AR Leasing of the transactions contemplated thereby, (C) the certificate of formation and operating agreement of ARLLA, and (D) an incumbency certificate incorporating specimen signatures; (vi) A certificate substantially in the form of Exhibit E, of a Responsible Officer of ARI, which is the sole member of the Borrower, certifying (A) that no event has occurred and is continuing, or would result from the transactions contemplated by the Loan Documents, which constitutes a Default or Event of Default and (B) that all of the representation and warranties of the Borrower set forth in Section 4.1 of this Agreement are true and correct in all material respects; (vii) Favorable opinions dated the Closing Date and addressed to the Lenders of each of: (A) special counsel to the Borrower or its Affiliates (including opinions of special counsel addressing bankruptcy “true sale” or “absolute assignment” and non-consolidation matters); (B) Xxxxxx & Xxxxxx, special Surface Transportation Board counsel to the Borrower and (C) Xxxx & Berlis LLP, special Canadian counsel to the Borrower; (viii) A copy of the UCC-1 Financing Statements (i) naming Borrower as debtor and the Secured Party as secured party, covering the Collateral and (ii) naming ARI, as debtor and the Borrower, as secured party (and the Secured Party, as assignee secured party from the Borrower), covering the Equipment and Equipment Leases transferred in accordance with respect the Contribution and Sale Agreement, in each case to all property insurance maintained by be filed and recorded with the office of the Secretary of State of the State of Delaware on behalf of the Secured Party; (ix) A duly executed letter from the Borrower to the Collateral Agent authorizing the Collateral Agent to attach the legend described in Section 5.2 of the Security Agreement to each Equipment Lease; (x) A copy of the Appraisal that is to be the basis of the determination of the Fair Market Value of the Equipment as of the Closing Date; (xi) Either (A) copies of recent good standing certificates of each of the Borrower and ARI and AR Leasing, certified by the Delaware Secretary of the State (in the case of the Borrower and AR Leasing) and the North Dakota Secretary of State (in the case of ARI), or (B) originals of such good standing certificates certified by the respective states of formation or incorporation, as the case may be, all as described on reasonably acceptable to the Agent; (xii) Certified copies of (i) the Management Agreement, (ii) the Collateral Agency Agreement, (iii) the Contribution and Sale Agreement, and (iv) the Lease Administration Agreement; (xiii) Evidence of the execution and delivery by the Borrower and AR Leasing, as “Manager” under the Lease Administration Agreement, of documents required under Section 17 of the Lease Administration Agreement in respect of the joinder of the Borrower as a new Tranche II Owner and the identification of the Agent as representative of the Lenders and of AR Leasing as an additional Applicable Manager, including (A) a joinder signature page of the Borrower and (B) a Tranche II Owner Notice in the form of Exhibit B to Lease Administration Agreement, including (i) Annex 1: List of additional Tranche II Owner Cars of the Borrower as additional Tranche II Owner (supplementing Exhibit A to the Lease Administration Agreement) and (ii) Annex 2 (supplementing Exhibit O to the Lease Administration Agreement), it being understood that in executing this Agreement, the Agent, the Borrower and initial Lender agree that AR Leasing shall not be required to deliver (1) a notice to the “Users” in the form of Exhibit B to the Lease Administration Agreement, (2) a notice to each relevant railroad or (3) a notice to the Official Railway Equipment Registry concerning the new Tranche II Owner Cars, as set forth in Section 3.3 of the Lease Administration Agreement; (xiv) Evidence of the deliveries required under Section 9(d) of the Collateral Agency Agreement, including (A) a joinder signature page of the Borrower thereto as a new “Pledgor” thereunder and (B) a Notice of Additional Party to Collateral Agency Agreement executed by the Borrower and AR Leasing in form of Exhibit A to the Collateral Agency Agreement, including (i) Schedule 6.1(g1: additional Collateral Documents (if applicable) attached hereto and made a part hereof(ii) Schedule 2: Notice Addresses; (xv) A security interest perfection certificate of the Borrower, duly executed by an officer of the Borrower; (xvi) A security interest perfection certificate of ARI, duly executed by an officer of ARI; (xvii) A copy of the Securities Account Control Agreement executed by each party thereto; and (xviii) the side letter referred to in Section 2.15 executed by the Borrower and the Agent. (d) copies The Borrower shall have made arrangements reasonably satisfactory to the Agent to pay for all filing fees and expenses incurred in connection with the filing of UCC-11sthe Security Agreement (or customary memorandum thereof) with the United States Surface Transportation Board and the Office of the Registrar General of Canada, or equivalent reports, listing all effective financing statements which name Borrower and the UCC-1 Financing Statements (under its present name, any trade names and any previous namesas described above in Section 3.1(c)(vii)) as debtor and which are filed, together with copies the Secretary of all such financing statements;the State of the State of Delaware. (e) duly executed releases The Borrower shall have (i) delivered or assignments made arrangements to deliver the original Equipment Leases to the Collateral Agent in accordance with Section 5.2 of Liens the Security Agreement and UCC-3 financing statements (ii) authorized the Collateral Agent to legend such original Equipment Leases in recordable form, and the manner described in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that Section 5.2 of the Liens granted to Lender are first and prior Liens, except for Permitted Liens;Security Agreement. (f) an insurance broker's certificate relating The Agent shall have received evidence satisfactory to each insurance policy maintained by it that the Equipment and Equipment Leases to be conveyed to the Borrower as of on the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence constitute part of the payment of the premiums therefor, all in form and substance satisfactory to Lender; andIntended Securitization Portfolio.

Conditions Precedent to the Loan. The Lender's obligation of Lender to make the Loan on the Closing Date hereunder is subject to the following conditions precedent that Lender shall have received on or before the Closing Date all of the followingprecedent, in each dated (unless otherwise indicated) the Closing Date and each case in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lender: (a) Lender shall have received from Borrower a certificate, dated the date of the making of the Loan, of its authorized officer as to (i) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of this Agreement, the Note, the Disbursement Security Agreement, and each other Loan Document executed or to be executed by it; and (ii) the incumbency and signatures of those of its officers authorized to act with respect to this Agreement, the TransTexas Note, the Security Documents Agreement, and the Financing Statementseach other Loan Document executed by it, each upon which certificate Lender may conclusively rely until it shall have received a further certificate of Borrower canceling or amending such prior certificate. (b) Lender shall have received its Note duly executed and delivered by the parties thereto; (b) the Intercreditor Agreement;Borrower. (c) unless waived by Lender, loss payable endorsements with respect to all property insurance maintained by Lender shall have received from Borrower as an executed copy of the Closing DateSecurity Agreement, all as described on Schedule 6.1(g) attached hereto the Trademark Security Agreement and made a part hereof;the Patent Security Agreement. (d) copies of UCC-11sLender shall have received Uniform Commercial Code financing statements (Form UCC-1), naming Borrower as the debtor and Lender as the secured party, or equivalent reportsother similar instruments or documents, listing all effective financing statements which name Borrower (properly executed and suitable for filing under its present name, any trade names and any previous names) as debtor and which are filed, together with copies the Uniform Commercial Code of all such financing statements;jurisdictions as may be necessary or, in the opinion of Lender, desirable to perfect the security interest of Lender pursuant to the Loan Agreement. (e) duly executed releases The conditions set forth in Sections 7.1 through 7.3 of the Asset Purchase Agreement to the obligations of the Borrower to consummate the Asset Purchase shall have been satisfied in full (without amendment or assignments waiver of, or any other forbearance to exercise any rights with respect to, any of Liens and UCC-3 financing statements in recordable formthe terms or provisions thereof by the Borrower), and the transactions contemplated in the Asset Purchase Agreement shall have been consummated. (f) All documents executed or submitted pursuant hereto by or on behalf of Borrower shall be reasonably satisfactory in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens; (f) an insurance broker's certificate relating to each insurance policy maintained by Borrower as of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; and.

Conditions Precedent to the Loan. The obligation of the Lender to make fund the Loan on the Closing Date is subject to the conditions precedent that satisfaction of the following conditions: (a) the Lender shall have received on or before the Closing Date all of the following, each dated (unless otherwise indicated) as of the Closing Date and each date of the funding of the Loan or as of an earlier date acceptable to the Lender, in form and substance satisfactory to the Lender and in such number of counterparts as may be requested by Lenderits counsel: (ai) this the Note evidencing the Loan, duly executed by the Borrower; (ii) the Warrant Purchase Agreement and Warrants specified in Section 2.3(a); (iii) the Intellectual Property Security Agreement, duly executed by the Note, Borrower; (iv) the Disbursement Deposit Account Control Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the all parties thereto; (v) the Cohen Guaranty, duly executed by Mr. Peter Cohen; (xx) the Bishara Guaranty, duly exexxxxx xx Xx. Jason Bishara; (vii) the Subsidiary Guaranty, xxxx xxxxxxxx xnd delivered; (viii) a solvency certificate, with respect to the Subsidiary Guarantor, duly executed by an applicable Responsible Officer of the Subsidiary Guarantor, in form, scope and substance satisfactory to Lender and its counsel; (ix) an audited consolidated balance sheet as of December 31, 2005, and an statement of operations and cash flows for the year ended December 31, 2005, in each case, certified has having been prepared in accordance with GAAP, along with an Officer's Certificate of a Responsible Officer of Borrower certifying that since December 31, 2005, no material and adverse change in the business, assets, operations or financial condition of the Borrower's and its subsidiaries' businesses shall have occurred; (x) an opinion of counsel for the Borrower, in form, scope and substance satisfactory to Lender and its counsel, covering such matters incident to the transactions contemplated by this Agreement as the Lender and its counsel may reasonably require, including, without limitation, that the Lender has a first priority perfected security interest in all the Collateral; (xi) copies of certificates of insurance that evidence all policies of insurance required by this Agreement and the other Loan Documents, together with loss payee endorsements for all such policies naming the Lender as lender loss payee and an additional insured; (xii) a copy of the budget and projections of the Borrower and its Subsidiaries for the fiscal years of 2006 and 2007 along with monthly cash reports for January and February 2006, accompanied by a certificate executed by the Chief Operating Officer of the Borrower certifying to the Lender that such budget, projections and cash reports have been prepared in good faith based upon the assumptions contained therein and all information available at the time of preparation thereof and, as of the date of such certificate, such Chief Operating Officer is not aware that of any information contained in such budget, projections or cash reports is false or misleading in any material respect or of any omission of information which causes such budget, projections or cash reports to be false or misleading in any material respect; (xiii) copies of the Governing Documents of the Borrower and its Subsidiaries and a copy of the resolutions of the Board of Directors (or similar evidence of authorization) of the Borrower and its Subsidiaries authorizing the execution, delivery and performance of this Agreement, the other Loan Documents to which the Borrower and/or its Subsidiaries is or is to be a party, as applicable, and the transactions contemplated hereby and thereby, attached to which is a certificate of the Secretary of the Corporation certifying (A) that such copies of the Governing Documents and resolutions (or similar evidence of authorization) are true, complete and accurate copies thereof, have not been amended or modified since the date of such certificate and are in full force and effect and (B) the incumbency, names and true signatures of the officers of each such entity authorized to sign the Loan Documents to which it is a party; (xiv) with respect to the Borrower and its Subsidiaries, a good standing certificate from the Secretary of State of (A) its state of incorporation or formation and (B) each state in which it is qualified as a foreign entity, each dated within ten days of the Closing Date; (xv) a Collateral Access Agreement for each parcel of Property specified on Schedule 5.1(a)(xv), duly executed by the lessor of such Property; (xvi) non-compete and confidentiality agreements from the Responsible Officers of the Borrower covering, at a minimum, the period from the closing Date through and including the second anniversary thereof, in form, scope and substance satisfactory to Lender and its counsel; (xvii) a certification as to Borrower's non-foreign status which complies with the provisions of Section 1445(b)(2) of the Internal Revenue Code, signed by the Borrower; (xviii) An Officer's Certificate certified by the Chief Operating Officer of the Borrower certifying that after giving effect to the execution and delivery of the Loan Documents, no Default shall exist under the Loan Documents; and (xix) such other agreements, instruments, documents and evidence as the Lender and its counsel in good faith deems necessary in its reasonable discretion in cxxxxxxxxx xith the transactions contemplated hereby. (b) There shall be no pending or, to the Intercreditor Agreement;knowledge of the Borrower threatened litigation, proceeding, inquiry or other action (i) seeking an injunction or other restraining order, damages or other relief with respect to the transactions contemplated by this Agreement or the other Loan Documents or (ii) which affects or could affect the business, prospects, operations, assets, liabilities or condition (financial or otherwise) of the Borrower, or any other litigation, proceeding, inquiry or other action that could not reasonably be expected to have a Material Adverse Effect. (c) unless waived by LenderThe Borrower shall have paid, loss payable endorsements with respect or shall have authorized the Lender to all property insurance maintained by Borrower as deduct from the proceeds of the Loan, the Closing DateFee, and an amount to reimburse Lender for all as described on Schedule 6.1(g) attached hereto reasonable fees and made a part hereof;expenses of the Lender incurred in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, reasonable fees and expenses of counsel to the Lender in connection therewith), in an amount not to exceed $ 12,500 in the aggregate. (d) copies Except for filings required to perfect the Liens of UCC-11sthe Lender, all of which shall have been completed prior to or equivalent reportscontemporaneously with, listing all effective financing statements which name Borrower (under its present namethe Closing, no consent or authorization of, filing with or other act by or in respect of any trade names and Governmental Authority or any previous names) as debtor and which are filedother Person is required in connection with the execution, together with copies delivery, performance, validity or enforceability of all such financing statements;this Agreement, the Note or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or the continuing. (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory The Borrower is a "qualified business" pursuant to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens; (f) an insurance broker's certificate relating to each insurance policy maintained by Borrower as of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; andNew York CAPCO Law.

Conditions Precedent to the Loan. The obligation of the Lender to make the Loan on to the Closing Date Company is subject to the conditions precedent condition that the Lender shall have received on or before the Closing Date all following: (a) this Agreement executed by the Company; (b) the Note executed by the Company and payable to the order of the followingLender ; (c) the Security Documents executed by the Company; (d) the Guaranty Agreement executed by FirstCity Financial Corporation; (e) a certificate of an officer and of the secretary or an assistant secretary of the Company certifying, inter alia, (i) true and complete copies of each dated of the articles or certificate of incorporation, as amended and in effect of the Company and the Guarantor, the bylaws, as amended and in effect, of the Company and the Guarantor and the resolutions adopted by the Board of Directors of the Company and the Guarantor (unless otherwise indicatedA) authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents to which it is or will be a party, (B) approving the forms of the Loan Documents to which it is or will be a party and which will be delivered at or prior to the Closing Date and each (C) authorizing officers of the Company to execute and deliver the Loan Documents to which it is or will be a party and any related documents, including, any agreement contemplated by this Agreement, (ii) the incumbency and specimen signatures of the officers of the Company and the Guarantor executing any documents on its behalf and (iii) that there has been no change in the businesses or financial condition of the Company or the Guarantor which could have a Material Adverse Effect; (f) favorable, signed opinions addressed to the Lender from counsel to the Company, in form and substance satisfactory to the Lender and in such number of counterparts as may be requested by Lender: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties theretoits counsel; (bg) the Intercreditor Agreement; (c) unless waived payment to the Lender of all reasonable fees and expenses agreed upon by Lender, loss payable endorsements with respect such parties to all property insurance maintained by Borrower as of be paid on the Closing Date, all as described on Schedule 6.1(g) attached hereto and made a part hereof;; and (dh) copies certificates of UCC-11sappropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, as applicable, of the Company and the Guarantor in each jurisdiction in which the ownership of its properties or equivalent reports, listing the conduct of its business requires such qualifications and where the failure to so qualify would have a Material Adverse Effect. The acceptance of the benefits of the Loan shall constitute a representation and warranty by the Company to the Lender that all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (e) duly executed releases the conditions specified in this Section above shall have been satisfied or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens; (f) an insurance broker's certificate relating to each insurance policy maintained by Borrower waived as of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; andthat time.

Conditions Precedent to the Loan. The obligation of As a condition precedent to Lender making the Loan, the Borrower shall deliver to make the Loan on the Closing Date is subject to the conditions precedent that Lender shall have received on or before the Closing Date all date of the Loan closing, the following, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lender: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties thereto; (b) the Intercreditor Agreement; (c) unless waived by Lender, loss payable endorsements with respect to all property insurance maintained by Borrower as of the Closing Date, all as described on Schedule 6.1(g) attached hereto and made a part hereof; (d) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as may : (a) The SBA 504 Note (SBA Form 1505) (“Note”); (b) The Deed to Secure Debt and Security Agreement to be necessary filed on the Property; (c) Assignment of Leases and Rents to reflect that be filed on the Liens granted Property; (d) UCC-1 Financing Statements; (e) Evidence satisfactory to Lender are first of ownership of the Collateral by Borrower free and prior Liens, except for Permitted Liensclear of encumbrances of any kind; (f) an insurance broker's certificate relating Corporate guaranties from Mt. Xxxx Nursing, LLC, AdCare Health Systems, Inc. and Hearth & Home of Ohio, Inc. (collectively, the “Guarantor”); (g) Executed SBA 504 Authorization; (h) Executed Central Servicing Agent Agreement (SBA Form 1506), in a form satisfactory to each insurance policy maintained Lender; (i) Such other documents as reasonably may be required by Borrower the Lender or Lender’s counsel. The Loan documents as of provided above (collectively, the Closing Date together with a copy of each “Loan Documents”), when prepared, shall set forth the matters contained in the Loan Agreement and contain such insurance policy other provisions as are deemed necessary or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in desirable by Lender. The form and substance of all such documents must be satisfactory to Lender; andLender prior to disbursement by Lender of any of the proceeds of the Loan. Further, this Loan Agreement will be automatically amended to include each and every term and condition of the SBA 504 Authorization, as may be amended from time to time. In the event between any conflict between the terms of the SBA 504 Authorization and this Loan Agreement, the SBA 504 Authorization shall control.

Conditions Precedent to the Loan. The obligation of Lender to make the Loan on the Closing Date is subject to the conditions precedent that Lender shall have received on or before the Closing Date all of the following, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lender: (a) As a condition precedent to the borrowing of the Loan hereunder, the Lender must receive the following from the Borrower in form reasonably satisfactory to the Lender and, except for items (i) and (ii) below, dated as of the date of the borrowing of the Loan (it being agreed that the forms delivered to the Administrative Agent under the Incorporated Agreement, with such changes as are appropriate to refer to this Agreement, are satisfactory to the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each Lender): (i) this Agreement duly executed and delivered by on behalf of the parties theretoBorrower; (bii) if requested by the Intercreditor AgreementLender at least two Business Days prior to the borrowing of the Loan, a promissory note as contemplated in Paragraph 1(d) above; (ciii) unless waived a certificate signed by Lender, loss payable endorsements with respect to all property insurance maintained by any Authorized Officer or Secretary or Assistant Secretary of the Borrower stating that as of the Closing Datedate of the borrowing of the Loan no Event of Default or Potential Default shall exist and that the representations and warranties contained in Paragraph 3 of this Agreement are true and correct on such date (including, all as described on Schedule 6.1(g) attached hereto and made a part hereofwithout limitation, those incorporated herein); (div) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filedthe Certificate of Incorporation of the Borrower, together with copies all amendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of all such financing statementsthe Borrower, and a certificate of good standing, certified on or within ten days prior to the date hereof by the Secretary of State of Delaware; (ev) duly executed releases copies, certified by any Authorized Officer or assignments the Secretary or Assistant Secretary of Liens the Borrower, of its By-Laws and UCC-3 financing statements in recordable formits Board of Directors’ resolutions, authorizing the execution, delivery and in form performance of the this Agreement and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted LiensLoan Documents; (fvi) an insurance broker's certificate relating to each insurance policy maintained incumbency certificate, executed by Borrower as any Authorized Officer or the Secretary or Assistant Secretary of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policyBorrower, evidence which shall identify by name and title and bear the signature of the payment officers of the premiums thereforBorrower authorized to sign the Loan Documents and to sign any other documents and notices in connection with this Agreement and to make borrowings under this Agreement (on which the Lender shall be entitled to rely until informed of any change in writing by the Borrower); (vii) a written opinion of the Borrower’s counsel, Xxxxx Day, addressed to the Lender; (viii) a notice of borrowing (in the form of Exhibit C hereto); (ix) each representation and warranty set forth or referred to in Section 3 below shall be true and correct in all in form and substance satisfactory to Lendermaterial respects as if made on the date of such borrowing; and (x) no Default or Event of Default shall have occurred and be continuing on the date of such borrowing.

Conditions Precedent to the Loan. The obligation of the Lender Group (or any member thereof) to make the Loan on the Closing Date Loan, is subject to the fulfillment, to the satisfaction of Agent, of each of the conditions precedent that Lender set forth below: (a) Agent shall have received on the commitment fee payable pursuant to Section 2.9; (b) Agent shall have received each of the following documents, duly executed, and each such document shall then be in full force and effect: (i) this Agreement, (ii) the Guarantor Security Agreement, (iii) the Guaranty, (iv) the Intercompany Subordination Agreement, (v) the Intercreditor Agreement, and (vi) the Pledge Agreement; (c) Agent shall have received a certificate from the Secretary of Borrower attesting to the resolutions of Borrower’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which Borrower is a party and authorizing specific officers of Borrower to execute the same; (d) Agent shall have received copies of Borrower’s Governing Documents, as amended, modified, or before supplemented to the Closing Date all Date, certified by the Secretary of Borrower or a certificate from the Secretary of Borrower certifying that there have been no amendments or other modifications to Borrower’s Governing Documents since the Closing Date; (e) Agent shall have received a certificate of status with respect to Borrower, dated within 10 days of the followingClosing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of Borrower, which certificate shall indicate that Borrower is in good standing in such jurisdiction; (f) Agent shall have received certificates of status with respect to Borrower, each dated (unless otherwise indicated) within 30 days of the Closing Date Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of Borrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Borrower is in good standing in such jurisdictions; (g) Agent shall have received a certificate from the Secretary of each Guarantor attesting to the resolutions of such Guarantor’s Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which such Guarantor is a party and authorizing specific officers of such Guarantor to execute the same; (h) Agent shall have received copies of each Guarantor’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Guarantor or a certificate from the Secretary of such Guarantor certifying that there have been no amendments or other modifications to such Borrower’s Governing Documents since last delivered to Agent and certified by the Secretary of such Guarantor; (i) Agent shall have received a certificate of status with respect to each Guarantor, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in good standing in such jurisdiction; (j) Agent shall have received certificates of status with respect to each Guarantor, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Guarantor) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Guarantor is in good standing in such jurisdiction; (k) Agent shall have received an opinion of Obligors’ counsel and Obligor’s FCC counsel in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lender: (a) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties theretoAgent; (bl) Agent shall have received satisfactory evidence (including a certificate of the Intercreditor chief financial officer of Borrower) that all tax returns required to be filed by Borrower and its Subsidiaries have been timely filed and all taxes upon Borrower, its Subsidiaries, or their properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (m) Borrower shall have Senior Loan Availability, after giving effect to the funding of the Loans and the repayment of the Senior Loans with the proceeds thereof, of not less than $20,000,000; (n) Agent shall have received a certificate from the chief financial officer of Borrower with a copy of the Projections most recently delivered to the Lenders prior to the Closing Date attached thereto and certifying that such Projections are still in effect and continue to represent Borrower’s good faith best estimate of the Obligors’ future performance for the periods covered thereby; (o) Borrower shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (cp) unless waived by Lender, loss payable endorsements with respect to all property insurance maintained by Borrower as The Lenders shall have received an updated appraisal of the Closing DateOLV Value of the Stations, all as described on Schedule 6.1(g) attached hereto and made a part hereofthe results of which shall be satisfactory to the Lenders; (dq) copies of UCC-11s, or equivalent reports, listing all effective financing statements which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements[Intentionally omitted]; (er) duly Agent shall have received executed releases or assignments copies of Liens and UCC-3 financing statements in recordable formeach of the Senior Loan Documents, and each of which shall be in form and substance satisfactory to Lenderthe Required Lenders, covering together with a certificate of the Secretary of Borrower certifying each such Collateral document as may be necessary to reflect that the Liens granted to Lender are first being a true, correct, and prior Liens, except for Permitted Lienscomplete copy thereof; (fs) an insurance broker's certificate relating Agent shall have received satisfactory evidence that all of the conditions precedent to each insurance policy maintained the effectiveness of the Senior Loan Documents have been (or concurrently are being) satisfied or waived by the Senior Loan Agent and that the Senior Loan Advances requested by Borrower under the Senior Loan have been (or concurrently are being) disbursed; (t) Borrower shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by Borrower of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby; (u) Agent shall have received tax, lien, judgment, bankruptcy and other searches for Borrower and its Subsidiaries satisfactory to Agent; (v) Agent shall have received a certificate of the chief financial officer of Borrower that Borrower’s EBITDA plus the amount of Overhead Expenses for the 12 month period ending July 31, 2004 equals or exceeds $2,000,000; and (w) Agent shall have received certificates of insurance evidencing the insurance coverages required pursuant to Section 6.8; provided, that the loss payee clauses naming Agent as of secondary loss payee (subordinate to the Senior Agent) may be delivered together with the insurance policies 30 days after the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all as provided in form and substance satisfactory to Lender; andSection 6.8.

Conditions Precedent to the Loan. The obligation of Lender the Lenders to make advance the Loan Loans shall be subject to fulfillment of the following conditions precedent on or prior to the Closing Date is subject Date: (a) The Borrower shall have delivered to the conditions precedent that Agent the Pay Proceeds Letter; (b) Each Lender shall have received on or before its applicable Note duly executed by the Closing Date all of Borrower; (c) The Agent shall have received the following, each dated (unless otherwise indicated) the Closing Date and each following documents in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lenderthe Agent: (ai) this Agreement, the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each This Agreement duly executed and delivered by the parties theretoBorrower; (bii) The Security Agreement duly executed by the Intercreditor Borrower together with a memorandum of the Security Agreement to be filed with the United States Surface Transportation Board (“STB”) and the Office of the Registrar General of Canada (“Registrar General”) together with evidence of such filings (and the favorable opinions of Xxxxxx & Xxxxxx, special Surface Transportation Board counsel to the Borrower, and XxXxxxxx Xxxxxxxx LLP, special Canadian counsel to the Borrower); (iii) The Pledge Agreement duly executed by The Andersons; (iv) The Servicing Agreement duly executed by the Borrower and The Andersons; (v) The Management Agreement duly executed by the Borrower and The Andersons; (vi) The Lockbox Agreement duly executed by the Borrower and Fifth Third Bank; (vii) The Collection Account Blocked Account Agreement duly executed by the Borrower and Fifth Third Bank; (viii) The Cash Collateral Blocked Account Agreement duly executed by the Borrower and Fifth Third Bank; (ix) A certificate of insurance naming the Agent as additional insured and loss payee for the benefit of the Lenders, which satisfies the requirement of Section 4.2 of the Security Agreement; (cx) unless waived A certificate substantially in the form of Exhibit C, duly executed by Lenderthe secretary or assistant secretary of the Borrower and Servicer; (xi) Results of a recent lien search in each of the STB and each of the jurisdictions in which Uniform Commercial Code financing statements or other filings or recordations should be made to evidence or perfect security interests in the Collateral, loss payable endorsements and such search shall reveal no liens on any of the Collateral or any of the assets of the Borrower (except for the liens described in Section 5.1(e)(ii)); (xii) A favorable opinion dated the Closing Date and addressed to the Lenders of each of: (A) in-house counsel to the Borrower; (B) Xxxxxx & Xxxxxx, special Surface Transportation Board counsel to the Borrower and (C) XxXxxxxx Xxxxxxxx LLP, special Canadian counsel to the Borrower and (D) Xxxxxxx and Xxxxxx LLP, special counsel to the Borrower; (xiii) A copy of the UCC-1 Financing Statements (i) naming Borrower as debtor and Agent as secured party, covering the Collateral, (ii) naming The Andersons, as debtor and the Agent, as secured party, covering the Pledged Collateral and, in each case to be filed and recorded with the office of the Secretary of State of the State of Delaware; (xiv) Evidence reasonably satisfactory to the Agent that a notice of the assignment of each Equipment Lease to the Borrower has been delivered to each Equipment Lessee thereunder; (xv) Evidence reasonably satisfactory to the Agent that an amount equal to the Reserve Amount is on deposit in the Cash Collateral Account; (xvi) An undated, signed Notice of Assignment with respect to all property insurance maintained each of the Equipment Leases, in substantially the form of Exhibit D; (xvii) A copy of each of (i) the Transfer Documents, (ii) the Management Agreement, (iii) Servicing Agreement and the (iv) Car Xxxx Agreement, each certified by a Responsible Officer of the Borrower as true, correct and complete; (xviii) an Appraisal as to the Fair Market Value of the Closing DateEquipment, such Appraisal being based on a desktop review of the Equipment signed by a third party appraiser acceptable to the Agent; and (xix) Good standing certificates of each of the Borrower, the Manager and the Servicer, certified by the respective states of formation or incorporation, as the case may be, all as described on Schedule 6.1(g) attached hereto and made a part hereof;reasonably acceptable to the Agent. (d) copies The Borrower shall have made arrangements reasonably satisfactory to the Agent to pay for all filing fees and expenses incurred in connection with the filing of UCC-11sthe Security Agreement with the United States Surface Transportation Board and the Office of the Registrar General of Canada, or equivalent reports, listing all effective financing statements which name Borrower and the UCC Financing Statements (under its present name, any trade names and any previous namesas described above in 3.1(c)(viii) as debtor and which are filed, together with copies the Secretary of all such financing statements;the State of the State of Delaware. (e) duly executed releases The Borrower shall have paid to the Agent its agreed upon fees due on the Closing Date (it being understood that such fee or assignments of Liens and UCC-3 financing statements in recordable form, and in form and substance satisfactory to Lender, covering such Collateral as a portion thereof (x) may be necessary paid directly from the Loan proceeds and (y) may be paid by the Agent to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens;Lenders). (f) an insurance broker's certificate relating Except as specified on Schedule B hereto, the Borrower shall have delivered to the Agent with respect to each insurance policy maintained by Borrower as Equipment Lease (a) the chattel paper original of such Equipment Lease and (b) certified copies of each of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; andother Equipment Lease Documents.

Conditions Precedent to the Loan. The obligation of the Lender to make the Loan on the Closing Date hereunder is subject to the following conditions precedent that Lender shall have received on or before the Closing Date all of the following, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lenderprecedent: (a) this Agreementthe Lender shall have received an incumbency certificate, in form acceptable to the NoteLender, containing the Disbursement Agreementname, title, and genuine signature of the TransTexas Security Borrower’s Authorized Representative and certifying to the following matters: (i) each of the representations and warranties set forth in Section 4 and in the other Loan Documents shall be true and correct in all material respects as of the Financing Statementsdate of the making of the Loan, each duly executed except to the extent the same expressly relate to an earlier date; (ii) no Default or Event of Default shall have occurred and delivered by be continuing or would occur as a result of making the parties theretoLoan; (iii) the making of the Loan shall not violate any order, judgment, or decree of any court or other authority or any provision of law or regulation applicable to the Borrower as then in effect; (iv) the Loan is on parity with other general obligations of the Borrower; (v) the Borrower shall have opened, and is maintaining, one or more bank accounts into which Loan proceeds are to be deposited, as described in Section 6.9; and (vi) the Borrower shall have (1) appointed an Executive Director and provided a copy of the employment agreement or other terms of employment to the Lender and (2) begun taking appropriate steps, as found acceptable to the Lender in its reasonable discretion, to appoint or hire other senior personnel, including a chief financial officer; (b) the Intercreditor AgreementLender 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 Lender: (i) the Note; (ii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Lender or its counsel may reasonably request (including minutes (if then available) of, and resolutions adopted at, meetings of the Board of Trustees of the Borrower authorizing the same); (iii) a certified copy of the resolutions, by-laws, and other relevant organizational documents of the Borrower; (iv) an opinion of counsel to the Lender in form and substance reasonably satisfactory to the Lender; and (v) an initial disbursement request in the form attached hereto as Exhibit C executed by the Borrower; (c) unless waived by Lender, loss payable endorsements with respect legal matters incident to all property insurance maintained by Borrower as the execution and delivery of this Agreement and the Closing Date, all as described on Schedule 6.1(g) attached hereto other Loan Documents and made a part hereof;to the transactions contemplated hereby shall be reasonably satisfactory to the Lender and its counsel; and (d) copies of UCC-11sthe Lender shall have received such other agreements, or equivalent reportsinstruments, listing all effective financing statements which name Borrower (under its present namedocuments, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statements; (e) duly executed releases or assignments of Liens and UCC-3 financing statements in recordable formcertificates, and in form and substance satisfactory to Lender, covering such Collateral opinions as the Lender may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens; (f) an insurance broker's certificate relating to each insurance policy maintained by Borrower as of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; andreasonably request.

Conditions Precedent to the Loan. The obligation of the Lender to make the Loan on the Closing Date is subject to the following conditions precedent precedent: (a) There shall have occurred no Material Adverse Change since December 31, 1998. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower and/or any of its Subsidiaries or, to the knowledge of the Borrower, threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Note, any other Loan Document or the consummation of the transactions contemplated hereby or thereby. (c) The Lender shall have received on or before the Closing Date all of the followingDate, each dated such day (unless otherwise indicated) the Closing Date and each specified), in form and substance satisfactory to the Lender (unless otherwise specified) and (except for the Note) in such number of counterparts as may be requested by sufficient copies for the Lender: (ai) this The Note of the Borrower to the order of the Lender; (ii) This Agreement; (iii) The Collateral Documents: and (iv) The Title Insurance Policy. The Lender shall have received such evidence as the Lender may deem satisfactory that all necessary filing fees, and all taxes and other expenses related to such documents and filings, have been paid in full, or such amounts have been delivered to the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered Lender. (d) The Lender shall have received certified copies of all corporate action taken by the parties thereto; (b) the Intercreditor Agreement; (c) unless waived by LenderBorrower approving each Loan Document to which it is a party, loss payable endorsements and of all documents evidencing all other necessary corporate action and Governmental Approvals, if any, with respect to all property insurance maintained each such Loan Document. (e) The Lender shall have received a certificate of the Secretary or Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered by it hereunder. (f) The Lender shall have received certificates of good standing acceptable to the Lender showing that the Borrower is in good standing in the Commonwealth of Puerto Rico and a copy certified by the Secretary or the Assistant Secretary of the Borrower dated not more than thirty (30) days prior to the date of execution of this Agreement of the Articles of Incorporation and By-Laws of the Borrower. (g) A certificate of the Borrower, signed on behalf of the Borrower by an authorized officer of the Borrower, dated the Closing Date, certifying as to (A) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Closing Date, all as described on Schedule 6.1(gand (B) attached hereto the absence of any event occurring and made continuing, or resulting from the Loan, that constitutes a part hereof;Default. (dh) copies Such financial, business and other information regarding the Borrower as the Lender shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under ERISA and welfare plans, collective bargaining agreements and other arrangements with employees, annual financial statements for the Borrower dated as of UCC-11sDecember 31, 1998, and interim financial statements for the Borrower dated the end of the most recent fiscal quarter for which financial statements are available. (i) Payment by the Borrower to the Lender of all reasonable costs and expenses of the Lender (including, without limitation, attorney's fees) incurred in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby. (j) The representations and warranties contained in each Loan Document are true and correct in all material respects on and as of the date of the Loan before and after giving effect to the Loan and to the application of the proceeds therefrom. (k) No event has occurred and is continuing, or equivalent reportswould result from the Loan, listing all effective financing statements or from the application of the proceeds therefrom, which name Borrower constitutes a Default. (under its present name, any trade names and any previous names1) as debtor and which are filed, together with The Lender shall have received copies of all consents, licenses, approvals and Governmental Permits, if any, obtained by the Borrower in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents and the use, occupancy and operation of the Property, and all such financing statements;consents, licenses, approvals and Governmental Permits shall be in full force and effect. (em) duly executed releases The Borrower shall have delivered to the Lender certificates of insurance or assignments the insurance policies required hereunder and/or under the Collateral Documents. (n) The Lender shall have received an appraisal report of Liens and UCC-3 financing statements in recordable form, the Property prepared by a licensed appraiser acceptable to the Lender and in form and substance satisfactory and showing a value acceptable to the Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens;. (fo) an insurance broker's certificate relating The Lender shall have received copies of all Lease Agreements and a schedule summarizing the terms and conditions thereof, and they shall be acceptable to each insurance policy maintained by Borrower the Lender. (p) There shall be no eminent domain or similar proceedings pending or affecting the Property. (q) The Lender shall have received satisfactory evidence that all taxes and levies imposed upon the Property are fully paid and current. (r) The Lender shall have received such other approvals, consents, waivers, opinions or documents as of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; andLender may reasonably request.

Conditions Precedent to the Loan. The obligation In addition to each of the conditions precedent set forth in Section 8.1 being met, the obligations of Lender to make extend the Loan on the Closing Date is hereunder shall be subject to the conditions precedent that Lender shall have received on or before the Closing Date all of the following, each dated (unless otherwise indicated) the Closing Date and each in form and substance satisfactory to Lender and in such number of counterparts as may be requested by Lenderfollowing conditions: (a) There shall not have occurred and be continuing any Event of Default and the Borrower shall be in compliance in all material respects with all of its respective covenants and obligations under this Agreement, and the Borrower shall be in compliance in all material respects with all of its covenants and obligations under the Note, the Disbursement Agreement, the TransTexas Security Documents and the Financing Statements, each duly executed and delivered by the parties thereto; (b) Lender shall have received the Intercreditor AgreementNotice of Borrowing described in Section 2.2(a); (c) unless waived by Lender, loss payable endorsements The following documents shall have been delivered to the Lender or Bailee with respect to all property insurance maintained by Borrower as the Pledged Assets: (i) the original documents described in Section 3.2 hereof, (ii) a copy of the Closing Dateexecuted Pooling and Servicing Agreement governing the Pledged Assets and/or any supplements thereto, and the offering documents related to the Pledged Assets, each certified by the Borrower or the Trustee or master servicer under such Pooling and Servicing Agreement as a true, correct and complete copy of the original, and all ancillary documents required to be delivered to the certificateholders under such Pooling and Servicing Agreement, and (iii) copies of distribution statements delivered to the Trustee for two months prior to the month in which the Request for Borrowing is made, if any, certified by the applicable servicer or master servicer as described on Schedule 6.1(g) attached hereto true and made a part hereofcorrect; (d) copies of UCC-11sFinancing statements on Form UCC-1 naming the Borrower as "debtor" and Lender as "secured party" and describing the Collateral as "collateral" thereunder, or equivalent reports, listing all effective financing statements to be filed in each jurisdiction in which name Borrower (under its present name, any trade names and any previous names) as debtor and which are filed, together with copies of all such financing statementsit is necessary to file to perfect a security interest in Collateral; (e) duly executed releases or assignments of Liens and UCC-3 financing statements U.S. Bank National Association shall have consented in recordable form, and writing to the Lender's subordinate interest in form and substance satisfactory to Lender, covering such Collateral as may be necessary to reflect that the Liens granted to Lender are first and prior Liens, except for Permitted Liens;Other Assets; and (f) an insurance brokerWith respect to the collections received by the Borrower on the underlying Mortgage Loans, U.S. Bank National Association shall have agreed to set up a tri-party agreement or similar agreement (the "Tri-Party Agreement") whereby, upon the Borrower's certificate relating failure to each insurance policy maintained make a weekly remittance as required under Section 6 herein, the Lender would have control over the account into which such collections are deposited, which agreement shall be evidenced by a written agreement with terms mutually acceptable to the Lender, the Borrower as of the Closing Date together with a copy of each such insurance policy or certificates or evidence of coverage under such policy, evidence of the payment of the premiums therefor, all in form and substance satisfactory to Lender; andU.S. Bank National Association.