Common use of Organization and Authority Clause in Contracts

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to the Constitution and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower Toppan is a corporation company duly created organized and validly existing under and pursuant to the Constitution and statutes Laws of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actionsJapan. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower Toppan has full legal right corporate power and authority to enter into this Agreement and all necessary licenses and permits required as of the date hereof Ancillary Agreement to own, operate and maintain its Environmental Infrastructure Systemwhich VIA is a party, to carry on out its activities relating thereto, to execute, attest obligations hereunder and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project thereunder and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated hereby and thereby. The execution and delivery by Toppan of this Loan Agreement, including, without limitationAgreement and any Ancillary Agreement to which Toppan is a party, the designation performance by Toppan of its obligations hereunder and thereunder and the consummation by VIA of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes transactions contemplated hereby and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond thereby have each been duly authorized by all requisite corporate action on the Borrower and part of Toppan. This Agreement has been duly executed, attested executed and delivered by Authorized Officers of the BorrowerToppan, and the Borrower Bond has been duly sold (assuming due authorization, execution and delivery by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, VIA) this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, Toppan enforceable against the Borrower Toppan in accordance with its respective terms, except as to the extent enforcement thereof may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies. When each Ancillary Agreement to which Toppan is or will be a party has been duly executed and delivered by Toppan (assuming due authorization, execution and delivery by each other party thereto), that Ancillary Agreement will constitute a legal and binding obligation of Toppan enforceable against it in accordance with its terms, except to the extent enforcement may be affected by laws or relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the application by a court availability of legal or injunctive relief, specific performance and other equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsremedies.

Organization and Authority. (i) The Borrower Each Seller is a corporation legal entity duly created and organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and pursuant to the Constitution and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing has all requisite corporate or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right other organizational power and authority to own, lease, hold and all necessary licenses operate its properties and permits required assets and to carry on its business as conducted as of the date hereof of this Agreement. Each Seller has the corporate or other organizational power, authority and right to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest enter into and deliver this Loan Agreement and the Borrower BondAncillary Agreements to which it is a party, to authorize perform its obligations hereunder and thereunder, and to complete the authentication transactions contemplated hereby and thereby (subject to entry of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement Sale Procedures Order and the Borrower Bond, authorizing the execution, attestation Sale Approval Order). The execution and delivery of this Loan Agreement and the Borrower Bond, authorizing Ancillary Agreements and the sale consummation of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower transactions contemplated hereby and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), thereby have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action subject to entry of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement Sale Procedures Order and the transactions contemplated hereby; (BSale Approval Order) validly authorized by all appropriate corporate or other organizational authority, and no other corporate or other organizational action on the issuance part of the Borrower Bond and the sale thereof any Seller is necessary to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) authorize the execution, delivery and due performance by such Seller of this Agreement or any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by of the Borrower in order to carry out, give effect to and consummate Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. This Agreement constitutes the valid and legally binding obligations of each Seller, enforceable against each Seller in accordance with its terms, except (i) as such enforceability may be limited by principles of public policy and subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditor’s rights or by general equity principles (the “Enforceability Exceptions”); (ii) that enforceability of the provisions hereof requiring consummation of the transactions contemplated hereby is subject to entry of the Sale Approval Order or any other Order by the Bankruptcy Court; and (iii) that enforceability of all other provisions hereof is subject to entry of the Sale Procedures Order and any other action by the Bankruptcy Court. Each Ancillary Agreement, when required by this Loan AgreementAgreement to be delivered to Purchaser, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes will be duly and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested validly executed and delivered by Authorized Officers of the Borrowereach Seller that will be a party thereto, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution upon such execution and duly issued by the Borrower in accordance with the terms delivery (assuming such Ancillary Agreement constitutes a valid and binding obligation of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is each other party thereto) will constitute the legal, valid and binding obligation of the Trustsuch Seller, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower such Seller in accordance with its respective terms, except as subject to the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsEnforceability Exceptions.

Organization and Authority. (i) The Borrower Each of Provant and Acquisition is a corporation duly created organized, validly existing, and validly existing in good standing under and pursuant to the Constitution and statutes laws of the StateState of Delaware, including and each has all requisite corporate power and authority to conduct its business and own its properties as now conducted and owned, and is qualified and in good standing as a foreign corporation, and has at all times when legally required been so qualified and in good standing, in each jurisdiction where the Business Corporation Law. (ii) The acting officers failure to be so qualified would, in the aggregate, have a material adverse effect on the business or financial condition of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers Provant. Each of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force Provant and effect. (iii) The Borrower Acquisition has full legal right power and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest execute and deliver this Loan Agreement and the Borrower Bondagreements being executed and delivered in connection with the Additional Mergers and the IPO to which it is a party, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all the transactions contemplated by this Loan Agreement. (iv) hereby and thereby and to perform its obligations hereunder and thereunder. The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation execution and delivery of this Loan Agreement and the Borrower Bond, authorizing other agreements referenced above and the sale consummation of the Borrower Bond to transactions contemplated hereby and thereby, and the Trust, authorizing the authentication performance of the Borrower Bond on behalf of the Borrower Provant's and authorizing the Borrower to undertake its subsidiaries' (including Acquisition's) obligations hereunder and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), thereunder have been duly and lawfully adopted in accordance with validly authorized by the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action unanimous votes of the Borrower taken prior to or concurrent with the execution respective Boards of Directors of Provant and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved such subsidiaries (including Acquisition) and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in Provant as the sole discretion stockholder of such subsidiaries (including Acquisition), and no other corporate proceedings on the Trust, in part of Provant or its subsidiaries (including Acquisition) are necessary to authorize this Agreement or the Preliminary Official Statement and the Official Statement of all statements and information relating other agreements referenced above or to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, hereby or thereby or to perform the designation obligations of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes Provant and within the meaning of Rule 15c2-12 its subsidiaries (“Rule 15c2-12”including Acquisition) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended hereunder or supplemented, including any successor regulation or statute thereto. (vi) thereunder. This Loan Agreement and the Borrower Bond have each has been duly authorized by the Borrower and duly executed, attested validly executed and delivered by Authorized Officers each of the Borrower, Provant and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution Acquisition and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, constitutes a valid and binding obligation agreement of the Trusteach, enforceable against the Trust each in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws or the application by a court affecting enforcement of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsrights generally.

Organization and Authority. (i) The Borrower Acquiror is a corporation duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes laws of the State, including the Business Corporation Law. (ii) The acting officers its state of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actionsincorporation. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, Acquiror has all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right requisite corporate power and authority and all necessary licenses and permits required as of the date hereof to own, lease and operate its properties and maintain its Environmental Infrastructure System, to carry on its activities relating theretobusiness as now being conducted, except where the failure to execute, attest have such power or authority would not have a Material Adverse Effect on Acquiror and its Subsidiaries taken as a whole. Acquiror has all requisite corporate power and authority to execute and deliver this Loan Agreement and, subject to the items referred to in Sections 5.02 and 5.03, to consummate the Transactions. Subject to the items referred to in Sections 5.02 and 5.03, all necessary action, corporate or otherwise, required to have been taken by or on behalf of Acquiror by applicable law, its charter documents or otherwise to authorize (i) the approval, execution and delivery on its behalf of this Agreement and (ii) its performance of its obligations under this Agreement and the Borrower Bond, to authorize the authentication consummation of the Borrower BondTransactions has been taken, except that this Agreement must be approved by the stockholders of Acquiror, and the Board of Directors of Acquiror must increase the size of such Board to sell comply with the Borrower Bond to Board Representation Agreement. Assuming that this Agreement and each Transaction Agreement constitutes or will constitute, as the Trustcase may be, to undertake a legal, valid and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings binding agreement of the Borrower’s board of directors approving Company or Newco, as the case may be, this Loan Agreement and each other Transaction Agreement to which Acquiror is or will be a party constitutes or will constitute, as the Borrower Bondcase may be, authorizing the executiona valid and binding agreement of Acquiror, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted enforceable against it in accordance with its terms, subject to (i) the Business Corporation Law Enforceability Exceptions and other applicable State law at a meeting or meetings that were duly called and held (ii) in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action case of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Board Representation Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Communications Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower"Communications Act"), and the Borrower Bond has been duly sold by rules and regulations thereunder (the Borrower "Rules and Regulations") regarding cross-ownership of radio and television stations, to the Trustextent that such Rules and Regulations may prohibit Newco or any of its officers, duly authenticated by directors or shareholders from designating or acting as a director or observer on Acquiror's Board of Directors. Acquiror has heretofore made available to the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is Company true and accurate complete copies of its Certificate of Incorporation and Bylaws as in all respectseffect on the date hereof.

Organization and Authority. (i) The Borrower Seller, Rexam, each of the Seller Entities and each of the Rexam Entities is a corporation duly created and organized, validly existing and in good standing (or its local equivalent) under and pursuant the Laws of the jurisdiction of its formation, except (with respect to a Seller Entity or Rexam Entity) where the failure to be in good standing would not, individually or in the aggregate, be or reasonably be expected to be, materially adverse to the Constitution Business, taken as a whole (an “Adverse Effect”). Seller and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing Rexam have all necessary corporate or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right similar organizational power and authority to execute and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure Systemdeliver this Agreement, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project out their respective obligations hereunder and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) the Transaction. The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation execution and delivery of this Loan Agreement by Seller and Rexam, the performance by Seller and Rexam of their obligations hereunder and the Borrower Bond, authorizing the sale consummation by Seller and Rexam of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”)Transaction, have been duly (and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, by the Proceedings, Seller Entities and the Borrower has duly authorized, approved Rexam Entities of the Ancillary Agreements to which they will be a party and consented to the performance by them of all necessary action actions contemplated to be taken by them pursuant to the Borrower for: (A) the execution, attestation, delivery and performance terms of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof any such Ancillary Agreements shall have been prior to the Trust upon the terms set forth herein; (CClosing) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by all requisite corporate or similar action on the Borrower part of Seller and Rexam (and the Seller Entities and the Rexam Entities), as applicable. This Agreement has been duly executed, attested executed and delivered by Authorized Officers of the Borrower, Seller and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan AgreementRexam, and assuming further that due authorization, execution and delivery by Purchaser, this Loan Agreement is the legal, a valid and binding obligation of the TrustSeller and Rexam, enforceable against the Trust them in accordance with its terms, each subject to applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other similar Law relating to creditors’ rights generally and general principles of this Loan Agreement equity. The Ancillary Agreements will be duly executed and delivered by the Borrower Bond constitutes a legalapplicable Seller Entities and Rexam Entities, and assuming due authorization, execution and delivery by the other parties thereto, will be valid and binding obligation obligations of the Borrowersuch Persons, enforceable against the Borrower them in accordance with its respective their terms, except as the enforcement thereof may be affected by subject to applicable bankruptcy, insolvency fraudulent conveyance, insolvency, reorganization, moratorium or other laws or the application by a court similar Law relating to creditors’ rights generally and general principles of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsequity.

Organization and Authority. (i) The Borrower Holdings is a corporation duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes Laws of the State, including the Business Corporation Law. (ii) The acting officers jurisdiction of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actionsits incorporation. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower Holdings has full legal right corporate power and authority to enter into and all necessary licenses and permits required as of the date hereof to own, operate and maintain perform its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver obligations under this Loan Agreement and the Borrower BondAncillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. Each of AIRO Group and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation. Each of AIRO Group and Merger Sub has full corporate power and authority to enter into and perform its obligations under this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Holdings, AIRO Group and Merger Sub of this Agreement and any Ancillary Document to which they are a party and the consummation by Holdings, AIRO Group and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company and corporate action on the part of Holdings, AIRO Group and Merger Sub and no other proceedings on the part of Holdings, AIRO Group and Merger Sub are necessary to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement or to consummate the Mxxxxx and the other transactions contemplated hereby; (B) the issuance of the Borrower Bond hereby and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) thereby. This Loan Agreement and the Borrower Bond have each has been duly authorized by the Borrower and duly executed, attested executed and delivered by Authorized Officers of the BorrowerHoldings, AIRO Group and Merger Sub, and the Borrower Bond has been duly sold (assuming due authorization, execution and delivery by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, each other party hereto) this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the BorrowerHoldings, AIRO Group and Merger Sub enforceable against the Borrower Holdings, AIRO Group and Merger Sub in accordance with its respective terms. When each Ancillary Document to which Holdings, except as the enforcement thereof may AIRO Group or Merger Sub is or will be affected a party has been duly executed and delivered by bankruptcyHoldings, insolvency AIRO Group or Merger Sub (assuming due authorization, execution and delivery by each other laws party thereto), such Ancillary Document will constitute a legal and binding obligation of Holdings, AIRO Group or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” Merger Sub enforceable against it in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsaccordance with its terms.

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to the Constitution and statutes of the StateState of New Jersey, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State New Jersey law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the TrustState, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the TrustState, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State New Jersey law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust State upon the terms set forth herein; and (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the TrustState, duly authenticated by the trustee Trust or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust State has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the TrustState, enforceable against the Trust State in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “"Description of Loan” " in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to the Constitution and statutes of the StateState of New Jersey, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State New Jersey law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the TrustState, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the TrustState, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State New Jersey law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust State upon the terms set forth herein; and (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the TrustState, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust State has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the TrustState, enforceable against the Trust State in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “"Description of Loan” " in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (ia) The Borrower Buyer is a corporation duly created organized, validly existing, and validly existing in good standing under and pursuant to the Constitution and statutes Laws of the State, including the Business Corporation Law. (ii) The acting officers State of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actionsNevada. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower Buyer has full legal right corporate power and authority to enter into this Agreement and all necessary licenses and permits required as of the date hereof other Transaction Documents to own, operate and maintain its Environmental Infrastructure Systemwhich it is a party, to carry on out its activities relating theretoobligations hereunder and thereunder, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreementhereby and thereby. Parent is a corporation duly organized, includingvalidly existing, without limitation, and in good standing under the designation Laws of the Borrower Appendices portion Canadian province of British Columbia. Parent has full corporate power and authority to enter into this Agreement and the Preliminary Official Statementother Transaction Documents to which it is a party, if anyto carry out its obligations hereunder and thereunder, as “deemed final” for and to consummate the purposes transactions contemplated hereby and within thereby. The Parent has the meaning of Rule 15c2-12 (“Rule 15c2-12”) of corporate power and authority to own its property and assets and to transact the Securities business in which it is engaged and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute theretopresently proposes to engage. (vib) This Loan The execution and delivery by each of Buyer and Parent of this Agreement and the Borrower Bond other Transaction Documents to which it is a party, the performance by each of Buyer and Parent of its obligations hereunder and thereunder, and the consummation by each of Buyer and Parent of the transactions contemplated hereby and thereby have each been duly authorized by all requisite corporate action on the Borrower part of Buyer and Parent, as applicable. This Agreement and the Transaction Documents to which it is a party have been (in the case of this Agreement and the Transaction Documents to which the Parent or the Buyer is a party executed on the date of this Agreement) or will be (in the case of a Transaction Document to which the Parent or the Buyer is a party which is not executed on the date hereof) duly executed, attested executed and delivered by Authorized Officers each of the BorrowerBuyer and Parent, and the Borrower Bond has been duly sold (assuming due authorization, execution and delivery by the Borrower to Company, Sellers and any other non-Buyer parties thereto) constitute (in the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each case of this Loan Agreement and the Borrower Bond constitutes Transaction Documents to which the Parent or the Buyer is a party executed on the date of this Agreement), or will constitute when executed and delivered (in the case of a Transaction Document to which the Parent or the Buyer is a party which is not executed on the date hereof), as applicable, a legal, valid and binding obligation of the BorrowerBuyer or Parent, as applicable, enforceable against the Borrower it in accordance with its respective terms, except as the enforcement thereof enforceability may be affected limited by bankruptcy, insolvency or other insolvency, moratorium, reorganization and similar laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description ’ rights generally, or by general principles of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsequity.

Organization and Authority. (ia) The Borrower is a corporation duly created and organized, validly existing and in good standing under the laws of the State of Delaware. Borrower (i) has all requisite corporate or entity power and authority to own its properties and assets and to carry on its business as now being conducted and as contemplated in the Loan Documents, (ii) is duly qualified to do business in every jurisdiction in which failure so to qualify would reasonably be likely to result in a Material Adverse Effect and (iii) has all requisite power and authority (A) to execute, deliver and perform the Loan Documents to which it is a party, (B) to borrow hereunder, (C) to consummate the transactions contemplated under the Loan Documents and (D) to grant the first priority Liens with regard to the Collateral pursuant to the Constitution and statutes of the State, including the Business Corporation LawLoan Documents to which it is a party. (iib) The acting officers In connection with this Agreement, Borrower has delivered to Lender a completed certificate signed by Borrower, entitled “Perfection Certificate” (as updated from time to time after the Closing Date, the “Perfection Certificate”). Borrower represents and warrants to Lender that (a) Borrower’s and each Subsidiaries’ exact legal name is that indicated on the Perfection Certificate; (b) Borrower and each Subsidiary is an organization of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated type and is organized in this Loan Agreement either are the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number; (d) the Perfection Certificate accurately sets forth Borrower’s and each Subsidiaries’ place of business, or, at if more than one, its chief executive office as well as Borrower’s each Subsidiaries’ mailing address (if different than its chief executive office); (e) Borrower and each Subsidiary (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower may from time any such action was performed, were to time update certain information in the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of Perfection Certificate after the Borrower Closing Date to perform such actions. To the extent any such action was performed information provided by an officer no longer Borrower in the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required Perfection Certificate delivered as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreementhas changed). (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (a) As of the date of this Agreement: (i) The Borrower BCBSKS is a mutual insurance company duly organized, validly existing and in good standing under the laws of the State of Kansas; (ii) BCBSKS has no authorized capital stock and no shares of capital stock outstanding or held in its treasury; (iii) there are no outstanding or authorized options, warrants, stock subscription rights, preemption rights, stock appreciation rights, phantom stock rights, profit participation rights, or similar rights with respect to BCBSKS, or any agreement or obligation to issue or grant any of the foregoing. As of the Closing Date: (i) BCBSKS will be a Kansas stock insurance corporation, with authorized capital stock consisting of the Shares; (ii) there will be no outstanding or authorized options, warrants, stock subscription rights, preemption rights, stock appreciation rights, phantom stock rights, profit participation rights, or similar rights with respect to BCBSKS, or any agreement or obligation to issue or grant any of the foregoing. Each of BCBSKS's Affiliates is a corporation duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes laws of the State, including the Business Corporation Lawstate in which it was organized. (iib) The acting officers Subject to the necessary approvals by Governmental Authorities described in Section 3.05, the adoption of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at Plan of Conversion by the time any such action was performed, were Board of Directors of BCBSKS and the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution approval of the Borrower to perform such actions. To Conversion by the extent any such action was performed by an officer no longer the duly acting officer of such BorrowerEligible Policyholders, BCBSKS has all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right necessary power and authority to enter into this Agreement and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure SystemEscrow Agreement, to carry on out its activities relating thereto, obligations hereunder and thereunder and to execute, attest consummate the transactions contemplated hereby and deliver this Loan Agreement and thereby. Subject to the Borrower Bond, to authorize the authentication adoption of the Borrower BondPlan of Conversion by the Board of Directors of BCBSKS, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation execution and delivery of this Loan Agreement and the Borrower BondEscrow Agreement by BCBSKS, authorizing the sale performance by BCBSKS of its obligations hereunder and thereunder and the consummation by BCBSKS of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower transactions contemplated hereby and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), thereby have been duly authorized by all requisite action on the part of BCBSKS. This Agreement has been, and lawfully adopted upon its execution the Escrow Agreement will be, duly executed and delivered by BCBSKS, and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes, and upon its execution the Escrow Agreement will constitute, legal, valid and binding obligations of BCBSKS enforceable against BCBSKS in accordance with the Business Corporation Law and other applicable State law at a meeting their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to similar laws affecting or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto enforcement of creditors' rights generally, (the “Borrower Appendices”ii) applicable insurance company delinquency, rehabilitation and any amendment thereof or supplement thereto; liquidation laws and (Diii) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required general equitable principles. BCBSKS has received a fairness opinion relative to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan AgreementAgreement and the Escrow Agreement from Dresdner Kleinwort Xxxxxxxxxxx reasonably satisfactory in form and substance to the Board of Directors of BCBSKS, including, without limitation, the designation dated as of the Borrower Appendices portion date that BCBSKS's Board of Directors authorized the Preliminary Official Statement, if any, execution and delivery of this Agreement and the Escrow Agreement by BCBSKS. (c) Except as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”set forth in Section 3.01(c) of the Securities Disclosure Statement, BCBSKS and Exchange Commission (“SEC”each of its Affiliates is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of the Business makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on BCBS. Without limiting the generality of the foregoing, BCBSKS and each of its Affiliates has all material Health Benefit Permits necessary to own its assets and conduct its Business as such Business is now conducted, and all such material Health Benefit Permits are in full force and effect and are listed in Section 3.01(c) promulgated under of the Securities Exchange Act Disclosure Statement. Except as set forth in Section 3.01(c) of 1934the Disclosure Statement, BCBS has not engaged in any activity which would reasonably be expected to cause the loss, limitation, restriction, revocation or suspension of any of the material Health Benefit Permits, and no action, proceeding, claim or notification with respect to any loss, limitation, restriction, revocation or suspension of any of the material Health Benefit Permits is pending or, to the knowledge of BCBSKS, threatened. Assuming the receipt of all consents and approvals listed in Article VIII, the execution and delivery of this Agreement and the consummation of the transactions contemplated herein will not limit, restrict, revoke, suspend or terminate, or result in the limitation, loss, restriction, revocation, suspension or termination of, any of the Health Benefit Permits, except such as amended would not, individually or supplementedin the aggregate, including any successor regulation or statute theretoreasonably be expected to have a Material Adverse Effect on BCBS. (vid) This Loan Agreement BCBS has previously made available to Purchaser true and complete copies of all required filings made by BCBS within the past three (3) years to federal and state Governmental Authorities, including without limitation the Kansas Department of Insurance and the Borrower Bond report required by 42 U.S.C. Section 300e-17, to the extent such filings have each been duly authorized specifically requested by the Borrower and duly executedPurchaser (including in a data room made available to Purchaser). As of their respective dates, attested and delivered by Authorized Officers such filings did not contain any untrue statement of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, material fact except as would not result in a violation of any Law which, individually or in the enforcement thereof may aggregate, would reasonably be affected by bankruptcy, insolvency or other laws or the application by expected to have a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsMaterial Adverse Effect on BCBS.

Organization and Authority. (ia) The Borrower Each of Ardagh, AMPSA and MergeCo is a corporation legal entity duly created and organized, validly existing and in good standing under and pursuant the Laws of its jurisdiction of incorporation or organization (to the Constitution extent such concepts are recognized under applicable Law). Each of Ardagh, AMPSA and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law MergeCo has all requisite power and authority to conduct its respective business as it is now being conducted and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, lease and operate its property and maintain its Environmental Infrastructure Systemassets, except where the failure to have such power and authority would not, individually or in the aggregate, be material to the AMP Business or the AMP Entities, taken as a whole. Each of Ardagh, AMPSA and MergeCo has all requisite corporate or limited liability company power and authority to enter into this Agreement and each of the Related Agreements to which it is a party, and, following receipt of the MergeCo Stockholder Approval, to carry on out its activities relating theretoobligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each of Ardagh, AMPSA and MergeCo is duly licensed or qualified to executedo business and is in good standing (to the extent such concepts are recognized under applicable Law) in each jurisdiction in which the properties owned or leased by it or the operation of its business requires such licensing or qualification, attest except to the extent that the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, be material to the AMP Business or the AMP Entities, taken as a whole. Ardagh has made available to GHV true, correct and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication complete copies of the Borrower BondOrganizational Documents of each of Ardagh, to sell AMPSA and MergeCo as in effect on the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by date of this Loan Agreement. (ivb) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation execution and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale each of the Borrower Bond Related Agreements to the Trustwhich it is a party by Ardagh, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitationAMPSA or MergeCo, the Borrower Bond Resolution (collectivelyperformance by Ardagh, AMPSA or MergeCo of its obligations hereunder and thereunder and the “Proceedings”)consummation by Ardagh, have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting AMPSA or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action MergeCo of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond hereby and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond thereby have each been duly authorized by all requisite action on the Borrower part of Ardagh, AMPSA or MergeCo, as applicable, including receipt of any necessary board, manager, member, stockholder or similar approvals, subject to the receipt of MergeCo Stockholder Approval. Other than the receipt of the MergeCo Stockholder Approval, no other action on the part of Ardagh, AMPSA or MergeCo (or any of the stockholders or other equityholders of any such Person) is necessary to authorize this Agreement and the Related Agreements to which Ardagh, AMPSA or MergeCo is a party or the consummation of the Transactions. This Agreement has been, and upon their execution and delivery each of the Related Agreements to which Ardagh, AMPSA or MergeCo is a party shall have been, duly executed, attested executed and delivered by Authorized Officers of the Borrowerit, and the Borrower Bond has been duly sold (assuming due authorization, execution and delivery by the Borrower other parties thereto) this Agreement constitutes, and upon their execution the Related Agreements to which Ardagh, AMPSA or MergeCo is a party shall constitute, subject only to the Trustreceipt of MergeCo Stockholder Approval, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation obligations of the TrustArdagh, AMPSA or MergeCo, as applicable, enforceable against the Trust it in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its their respective terms, except as the enforcement thereof enforceability hereof may be affected limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other laws similar Laws affecting the enforcement of creditors’ rights generally or the application by a court of legal or applicable equitable principles affecting creditors' rights; and (whether considered in a proceeding at law or in equity) (the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsEnforceability Exceptions”).

Organization and Authority. (ia) The Borrower GHV is a corporation legal entity duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes Laws of the State, including the Business Corporation Law. (ii) The acting officers State of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law Delaware. GHV has all requisite power and authority to conduct its business as it is now being conducted and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, lease and operate its property and maintain its Environmental Infrastructure Systemassets, except where the failure to have such power and authority would not have a GHV Material Adverse Effect. GHV has all requisite corporate power and authority to enter into this Agreement and each of the Related Agreements to which it is a party, and, following receipt of the GHV Stockholder Approval, to carry on out its activities relating theretoobligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. GHV is duly licensed or qualified to do business and is in good standing (to the extent such concepts are recognized under applicable Law) in each jurisdiction in which the properties owned or leased by it or the operation of its business requires such licensing or qualification, except to executethe extent that the failure to be so licensed, attest qualified or in good standing would not have a GHV Material Adverse Effect. GHV has made available to Ardagh true, correct and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication complete copies of the Borrower Bond, to sell Organizational Documents of GHV as in effect on the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by date of this Loan Agreement. (ivb) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation execution and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale each of the Borrower Bond Related Agreements to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitationwhich it is a party by GHV, the Borrower Bond Resolution (collectively, performance by GHV of its obligations hereunder and thereunder and the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action consummation by GHV of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond hereby and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond thereby have each been duly authorized by all requisite action on the Borrower part of GHV, subject to the receipt of GHV Stockholder Approval. Other than receipt of GHV Stockholder Approval, no other action on the part of GHV is necessary to authorize this Agreement and the Related Agreements to which GHV is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and upon their execution and delivery each of the Related Agreements to which GHV is a party shall have been, duly executed, attested executed and delivered by Authorized Officers of the Borrowerit, and the Borrower Bond has been duly sold (assuming due authorization, execution and delivery by the Borrower other parties thereto) this Agreement constitutes, and upon their execution the Related Agreements to which GHV is a party shall constitute, subject only to the Trustreceipt of GHV Stockholder Approval, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation obligations of the TrustGHV, enforceable against the Trust it in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its their respective terms, except as the enforcement thereof enforceability hereof may be affected limited by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsEnforceability Exceptions.

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to the Constitution and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State New Jersey law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the TrustState, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s 's board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the TrustState, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “"Proceedings”"), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State New Jersey law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust State upon the terms set forth herein; and (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the TrustState, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust State has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the TrustState, enforceable against the Trust State in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “"Description of Loan” " in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to the Constitution and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s 's board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “"Proceedings”"), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “"APPENDIX B” " thereto (the “"Borrower Appendices”") and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “"deemed final” " for the purposes and within the meaning of Rule 15c2-12 (“"Rule 15c2-12”") of the Securities and Exchange Commission (“"SEC”") promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “"Description of Loan” " in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (ia) The Borrower Parent is a corporation Maryland corporation, and Merger Sub is a Delaware corporation, and each is duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes Laws of the State, including the Business Corporation Law. (ii) The acting officers jurisdiction of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers its incorporation. Each of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, Parent and Merger Sub has all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right requisite corporate power and authority to enter into and all necessary licenses and permits required as of the date hereof to own, operate and maintain perform its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver obligations under this Loan Agreement and the Borrower BondTransaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement and any Transaction Document to which they are a party and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other action on the part of Parent and Merger Sub and no other corporate or other proceedings on the part of Parent and Merger Sub are necessary to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and any Transaction Documents or to consummate the Merger and the other transactions contemplated hereby; (B) the issuance of the Borrower Bond hereby and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) thereby. This Loan Agreement and the Borrower Bond have each has been duly authorized by the Borrower and duly executed, attested executed and delivered by Authorized Officers of the BorrowerParent and Merger Sub, and the Borrower Bond has been duly sold (assuming due authorization, execution and delivery by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, each other Party) this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, Parent and Merger Sub enforceable against the Borrower Parent and Merger Sub in accordance with its respective terms, except as the enforcement thereof may be affected by subject to (i) bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles. When each Transaction Document to which Parent or Merger Sub is or will be a party has been duly executed and delivered by Parent or Merger Sub (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Parent or Merger Sub enforceable against it in accordance with its terms, except as the application by enforcement thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (B) general equitable principles. (b) Operator is a court Delaware limited liability company duly organized, validly existing and in good standing under the Laws of legal or equitable principles affecting creditors' rights; the jurisdiction of its formation. Operator has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and the information contained under “Description Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Operator of Loan” this Agreement and any Transaction Document to which it is a party and the consummation by Operator of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other action on the part of Operator and no other corporate or other proceedings on the part of Operator are necessary to authorize the execution, delivery and performance of this Agreement and any Transaction Documents or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Operator, and (assuming due authorization, execution and delivery by each other Party) this Agreement constitutes a legal, valid and binding obligation of Operator enforceable against Operator in Exhibit A-2 attached hereto accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and made (ii) general equitable principles. When each Transaction Document to which Operator is or will be a part hereof is true party has been duly executed and accurate delivered by Operator (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Operator enforceable against it in all respectsaccordance with its terms, except as the enforcement thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (B) general equitable principles.

Organization and Authority. (ia) The Borrower Seller is a corporation duly created and incorporated, validly existing and in good standing under and pursuant to the Constitution and statutes Laws of the State, including the Business Corporation Law. (ii) The acting officers state of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actionsDelaware. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, Seller has all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right requisite corporate power and authority to enter into this Agreement and all necessary licenses and permits required as of the date hereof Transaction Documents to own, operate and maintain its Environmental Infrastructure Systemwhich Seller is a party, to carry on out its activities relating thereto, to execute, attest obligations hereunder and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project thereunder and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Loan Agreement, including, without limitationAgreement and any Transaction Document to which Seller is a party, the designation performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes transactions contemplated hereby and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond thereby have each been duly authorized by all requisite action on the Borrower and part of Seller. This Agreement has been duly executed, attested executed and delivered by Authorized Officers of the BorrowerSeller, and the Borrower Bond has been duly sold by the Borrower to the Trust(assuming due authorization, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliverexecution, and has duly authorized, executed, attested and delivered, delivery by Purchaser) this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, Seller enforceable against the Borrower Seller in accordance with its respective terms, except subject to the Enforceability Exceptions. When each Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller, such Transaction Document will constitute a legal and binding obligation of Seller, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions. The Seller has delivered to counsel for Purchaser a true and correct copy of the Organizational Documents of the Company. (b) The Company is a limited liability company duly formed, validly existing and in good standing under the Laws of the state of Delaware and has all requisite limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; it has been and is currently conducted. The Company has all requisite limited liability company power and authority to execute and deliver this Agreement and the information contained Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. All limited liability company actions taken by the Company in connection with this Agreement and the other Transaction Documents will be duly authorized on or prior to the Closing. The operations now being conducted by the Company are not now and have never been conducted by the Company under “Description any other name. (c) Section 3.01(c) of Loan” the Seller Disclosure Schedules lists every state or foreign jurisdiction in Exhibit A-2 attached hereto which the Company (i) is licensed or qualified to do business, and made a part hereof is true and accurate in all respects(ii) has facilities or otherwise conducts business. (d) Section 3.01(d) of the Seller Disclosure Schedules lists the sole managing member of the Company as of the date hereof. The Company does not have any directors or officers as of the date hereof.

Organization and Authority. (i) The Borrower Each of the Borrowers and the Guarantor is a corporation duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes laws of the Statestate of its incorporation, including the Business Corporation Law. (ii) The acting officers and has all requisite power and authority to execute, deliver and perform this Agreement and all of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated documents executed in this Loan Agreement either are or, at connection with the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower Loans and to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force own and effect. (iii) The Borrower has full legal right operate its properties and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, business as now conducted. CMI has all requisite power and authority to execute, attest deliver and deliver this Loan Agreement and perform the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Octagon Stock Purchase Agreement. (iv) . The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement Agreement, the Notes and the transactions contemplated hereby; (B) other Loan Documents have been duly authorized by the issuance of the Borrower Bond Borrowers and the sale thereof to the Trust upon the terms set forth hereinGuarantor by all necessary corporate actions; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Octagon Stock Purchase Agreement and the Borrower Bond have each been duly authorized by CMI by all necessary corporate actions; there is no prohibition, either in law, in its certificate of incorporation, articles of incorporation, bylaws, regulations or other organizational documents, or in any order, writ, injunction or decree of any court or arbitrator presently in effect having applicability to any Borrower or SCC that in any way prohibits or would be violated by the Borrower execution and duly executedperformance of this Agreement, attested the Notes, the other Loan Documents or the Octagon Stock Purchase Agreement in any respect; and delivered by Authorized Officers this Agreement, the Notes, the other Loan Documents and the Octagon Stock Purchase Agreement are and will be valid, binding and enforceable obligations of the Borrower, Borrowers and the Borrower Bond has been duly sold by the Borrower to the TrustGuarantor, duly authenticated by the trustee or paying agent, if as applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected limited by bankruptcy, insolvency or other similar laws or affecting the enforcement of creditors’ rights generally and except to the extent enforcement thereof may be limited by the application by of general principles of equity. SCC owns beneficially and of record all of the issued and outstanding shares of capital stock of the Guarantor. The Guarantor owns beneficially and of record at least eighty percent (80%) of the issued and outstanding shares of capital stock of the Company. The Company owns beneficially and of record all of the issued and outstanding shares of capital stock of CMI. CMI owns beneficially and of record all of the issued and outstanding shares of capital stock of CHSI, MNRMI, CMIMC, CVI and Xxxxxx Risk. CVI owns beneficially and of record all of the issued and outstanding shares of capital stock of CDSC. As of the date hereof, as a court result of legal the completion of the Octagon Acquisition, CMI owns or equitable principles affecting creditors' rights; will own beneficially and of record all of the issued and outstanding shares of capital stock of Octagon. Schedule 7.1 attached hereto contains a complete and correct list of all of the Company’s Subsidiaries and of the Company’s and its Subsidiaries’ directors and officers, in each case after giving effect to the consummation of the 2003 Merger and the information contained under “Description Octagon Acquisition. Upon completion of Loan” in Exhibit A-2 attached hereto the 2003 Merger, SCC will own beneficially and made a part hereof is true of record at least eighty percent (80%) of the issued and accurate in all respectsoutstanding shares of capital stock of the Company.

Organization and Authority. (ia) The Borrower Buyer is a corporation duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes Laws of the State, including the Business Corporation Law. (ii) The acting officers State of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actionsNew York. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower Buyer has full legal right corporate power and authority to enter into this Agreement and all necessary licenses and permits required as of the date hereof Ancillary Documents to own, operate and maintain its Environmental Infrastructure Systemwhich Buyer is a party, to carry on out its activities relating thereto, to execute, attest obligations hereunder and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project thereunder and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Loan Agreement, including, without limitationAgreement and any Ancillary Document to which Buyer is a party, the designation performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes transactions contemplated hereby and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond thereby have each been duly authorized by all requisite corporate action on the Borrower part of Buyer. This Agreement and each Ancillary Document to which Buyer is a party has been duly executed, attested executed and delivered by Authorized Officers of the BorrowerBuyer, and the Borrower Bond has been duly sold by the Borrower to the Trust(assuming due authorization, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliverexecution, and has duly authorized, executed, attested and delivered, delivery by each Seller) this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond each such Ancillary Document constitutes a legal, valid and binding obligation of the Borrower, Buyer enforceable against the Borrower Buyer in accordance with its respective terms, except as may be limited by the laws of bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement thereof of creditors' rights generally and except as the availability of equitable remedies may be affected limited by general principles of equity. (b) TMG is a corporation duly organized, validly existing and in good standing under the Laws of the State of Nevada. TMG has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which TMG is a party, to carry out its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by TMG of this Agreement and any Ancillary Document to which TMG is a party, the performance by TMG of its obligations hereunder and thereunder and the consummation by TMG of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of TMG. This Agreement and each Ancillary Document to which TMG is a party has been duly executed and delivered by TMG, and (assuming due authorization, execution, and delivery by each Seller) this Agreement and each such Ancillary Document constitutes a legal, valid and binding obligation of TMG enforceable against TMG in accordance with its terms, except as may be limited by the laws of bankruptcy, insolvency insolvency, moratorium or other laws or similar Laws affecting the application by a court enforcement of legal or equitable principles affecting creditors' rights; rights generally and except as the information contained under “Description availability of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsequitable remedies may be limited by general principles of equity.

Organization and Authority. (ia) The Borrower Abbott is a corporation duly created and incorporated, validly existing and in good standing under and pursuant to the Constitution and statutes laws of the State, including the Business Corporation Law. (ii) The acting officers State of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, Illinois and has all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right necessary corporate power and authority to enter into, execute and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure Systemdeliver this Agreement, to carry on out its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project obligations hereunder and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond Ancillary Agreements to which it is a party. The execution and delivery by Abbott of this Agreement and the Ancillary Agreements to which it is a party, the performance by Abbott of its obligations hereunder and thereunder and the consummation by Abbott of the transactions contemplated hereby and thereby have each been duly authorized by all requisite corporate action on the Borrower part of Abbott. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Abbott is a party will be, duly executed, attested executed and delivered by Authorized Officers Abbott, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, this Agreement is, and each of the BorrowerAncillary Agreements to which Abbott is a party will be, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the BorrowerAbbott, enforceable against the Borrower it in accordance with its respective terms. (b) Each Purchaser (other than Abbott) is an entity duly organized, except as validly existing and, where applicable, is in good standing under the enforcement thereof may be affected Laws of the jurisdiction of its organization, and has all necessary corporate power and authority to enter into, execute and deliver each Ancillary Agreement to which it is a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by bankruptcyeach Purchaser (other than Abbott) of each Ancillary Agreement to which it is a party, insolvency or other laws or the application performance by a court such Purchaser of legal or equitable principles affecting creditors' rights; its obligations thereunder and the information contained under “Description consummation by such Purchaser of Loan” the transactions contemplated thereby will be, when executed as provided in Exhibit A-2 attached hereto this Agreement, duly authorized by all requisite corporate action on the part of such Purchaser. Each Ancillary Agreement to which a Purchaser (other than Abbott) is a party will be, when executed as provided in this Agreement, duly executed and made delivered by such Purchaser and, assuming due authorization, execution and delivery by the other parties thereto, will constitute, when executed as provided in this Agreement, a part hereof is true legal, valid and accurate binding obligation of such Purchaser enforceable against it in all respectsaccordance with its terms.

Organization and Authority. (i) The Borrower Purchaser is a corporation duly created and incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and pursuant to the Constitution and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, has all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right necessary corporate power and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest execute and deliver this Loan Agreement and the Borrower Bond, each Ancillary Agreement to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project which it is a party and to carry out perform its obligations hereunder and thereunder and to consummate all the transactions contemplated by this Loan Agreement. (iv) hereby and thereby. The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation execution and delivery of this Loan Agreement and each Ancillary Agreement by the Borrower BondPurchaser, authorizing the sale performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower transactions contemplated herein and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), therein have been duly and lawfully adopted in accordance with validly authorized by all necessary corporate or other action on the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action part of the Borrower taken prior Purchaser and no other corporate or other proceeding on the part of the Purchaser is necessary to authorize this Agreement or concurrent with any Ancillary Agreement to which it is a party or the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken performance by the Borrower for: (A) the execution, attestation, delivery and performance Purchaser of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof its obligations hereunder or thereunder or to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes herein and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) therein. This Loan Agreement and each Ancillary Agreement to which the Borrower Bond have each Purchaser is a party has been duly authorized by the Borrower and duly executed, attested validly executed and delivered by Authorized Officers of the BorrowerPurchaser, and the Borrower Bond has been duly sold (assuming due authorization, execution and delivery by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution other parties hereto and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, thereto) this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond each Ancillary Agreement to which it is a party constitutes a legal, valid and binding obligation of the Borrower, Purchaser enforceable against the Borrower Purchaser in accordance with its respective terms, except as the enforcement thereof may be affected by subject only to any limitation under applicable Laws relating to: (i) bankruptcy, insolvency or winding-up, insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other similar laws or of general application affecting creditors’ rights, and (ii) the application by discretion that a court may exercise in the granting of legal or equitable principles affecting creditors' rights; remedies such as specific performance and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsinjunction.

Organization and Authority. (a) Each of the Seller, the Company and each Subsidiary is (i) The Borrower is a corporation duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes laws of the Stateplace of its organization, including the Business Corporation Lawand (ii) duly qualified to do business in each jurisdiction in which it is required to be so qualified. (iib) Seller has the full right, power and authority to enter into this Agreement, to sell and transfer the Equity Interests as provided in this Agreement and to carry out its obligations hereunder, and all requisite action necessary to authorize Seller to enter into all documents to be delivered by Seller (the “Seller Closing Documents”) to Purchaser at Closing and to carry out its obligations hereunder have been, or by the Closing will have been, taken, subject to the other terms and conditions of this Agreement. The Company and each Subsidiary has all necessary limited liability company power and authority to own, lease or license and operate its assets and properties, and to carry on its business as it is now being conducted. (c) The acting officers execution, delivery and performance by Seller of this Agreement and all other documents executed and delivered by Seller pursuant to this Agreement constitute the legal, valid and binding obligations of Seller in accordance with the terms of each instrument. This Agreement and all other instruments delivered to Purchaser have been duly authorized by all necessary corporate or limited liability company action, as applicable. (d) The person(s) signing this Agreement and all documents delivered by Seller to Purchaser at Closing on behalf of Seller is duly authorized to do so. (e) Attached hereto as Exhibit I is a list of all of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated documents that will survive the Closing which were executed in this Loan Agreement either are or, at connection with the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution organization and governance of the Borrower to perform such actionsCompany and the Subsidiaries (collectively, the “Organizational Documents”). To Purchaser has been furnished true and complete copies of the extent Organizational Documents, and there are no other organizational documents of the Company or the Subsidiaries (including any such action was performed oral modifications or modifications by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer email). The Organizational Documents are still in full force and effect. (iiif) The Borrower has full legal right and authority and all necessary licenses and permits required Except as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (Con Schedule 5.1.1(f) the approval of the inclusionattached hereto, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance by Seller of this Agreement will not: (i) violate any law, regulation, agreement, instrument, restriction, order, rule, writ, judgment, injunction or decree of any and all other certificatesgovernmental entity (each, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as an “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12Order”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower applicable to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws Seller or the application by a court of legal Company or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.either Subsidiary;

Organization and Authority. (i) The Borrower is a corporation an Entity duly created and validly existing under and pursuant to the Constitution and statutes of the State, including the Business Corporation LawState of New Jersey. (ii) The acting officers and officials of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers and officials of such Borrower Borrower, empowered by applicable State law and, if applicable, authorized by ordinance or resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer or official who is no longer the duly acting officer or official of such Borrower, all such actions previously taken by such officer are still or official remain in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the TrustI-Bank, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors governing body approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower I-Bank and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution Project (collectively, the “Proceedings”)) were duly published to the extent required in accordance with all applicable State law, and have been duly and lawfully adopted in accordance with the Business Corporation Law Borrower Enabling Act and all other applicable State law at a meeting or meetings that were duly called pursuant to required public notice and held in accordance with the Borrower By-Laws applicable State law, and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust I-Bank upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the TrustI-Bank, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c217 CFR 240.15c2-12”) of , promulgated by the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute theretothereto (“Rule 15c2-12”). (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution I-Bank and duly issued by the Borrower in accordance with the terms of the Borrower Bond ResolutionBorrower; and assuming that the Trust I-Bank has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the TrustI-Bank, enforceable against the Trust I-Bank in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower Company and each of the Subsidiaries (i) is a corporation corporation, limited liability company, limited partnership or partnership duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes Laws of the State, including the Business Corporation Law. state of its formation; (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, has all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right requisite corporate power and authority and all necessary licenses and permits required as of the date hereof to own, own and operate and maintain its Environmental Infrastructure Systemproperties, to carry on its activities relating theretobusiness as now conducted and as presently proposed to be conducted except where the failure to do so would not have a Material Adverse Effect, (iii) is qualified to executedo business and is in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations except where the failure to do so would not have a Material Adverse Effect, attest and (iv) has all requisite power and authority to execute and deliver this Loan Agreement and and, subject to the Borrower BondCompany Shareholder Approval, to authorize consummate the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) hereby. The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond Company have each been duly authorized by the Borrower board of directors of the Company, and no further corporate action of the Company, other than the Company Shareholder Approval, is necessary to consummate the transactions contemplated hereby. This Agreement has been duly executed, attested executed and delivered by Authorized Officers the Company and, assuming the accuracy of the Borrowerrepresentations and warranties set forth in Section 3.02(a) and (b), and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is constitutes the legal, valid and binding obligation of the TrustCompany, enforceable against the Trust Company in accordance with its terms, each except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered in equity or at Law). (ii) The Board of Directors, at a meeting duly called and held, has by unanimous vote of all its members, duly adopted resolutions (i) approving this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) declaring that it is in the best interests of the shareholders of the Company that the Company enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein, (iii) directing that the adoption of this Loan Agreement and the Borrower Bond constitutes be submitted to a legal, valid and binding obligation vote at a meeting of the Borrowershareholders of the Company, enforceable against and (iv) recommending that the Borrower in accordance with its respective terms, except as shareholders of the enforcement thereof may be affected by bankruptcy, insolvency or other laws or Company adopt this Agreement (the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsCompany Recommendation”).

Organization and Authority. (i) The Borrower Each of Provant and Acquisition is a corporation duly created organized, validly existing, and validly existing in good standing under and pursuant to the Constitution and statutes laws of the StateState of Delaware, including and each has all requisite corporate power and authority to conduct its business and own its properties as now conducted and owned. Each of Provant and Acquisition is duly qualified or licensed and in good standing as a foreign corporation, and has at all times when legally required been so qualified or licensed and in good standing, in those states listed on the Business Corporation Law. (ii) The acting officers Provant Disclosure Schedule, which are the only jurisdictions in which a failure to be so qualified or licensed would, in the aggregate, have a material adverse effect on the business of Provant or Acquisition, as applicable, or the nature of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers business conducted by it. Each of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force Provant and effect. (iii) The Borrower Acquisition has full legal right power and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest execute and deliver this Loan Agreement and the Borrower Bondagreements being executed and delivered in connection with the Additional Mergers and the IPO to which it is a party, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all the transactions contemplated by this Loan Agreement. (iv) hereby and thereby and to perform its obligations hereunder and thereunder. The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation execution and delivery of this Loan Agreement and the Borrower Bond, authorizing other agreements referenced above and the sale consummation of the Borrower Bond to transactions contemplated hereby and thereby, and the Trust, authorizing the authentication performance of the Borrower Bond on behalf of the Borrower Provant's and authorizing the Borrower to undertake its subsidiaries' (including Acquisition's) obligations hereunder and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), thereunder have been duly and lawfully adopted in accordance with validly authorized by the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action unanimous votes of the Borrower taken prior to or concurrent with the execution respective Boards of Directors of Provant and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved such subsidiaries (including Acquisition) and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in Provant as the sole discretion stockholder of such subsidiaries (including Acquisition), and no other corporate proceedings on the Trust, in part of Provant or its subsidiaries (including Acquisition) are necessary to authorize this Agreement or the Preliminary Official Statement and the Official Statement of all statements and information relating other agreements referenced above or to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, hereby or thereby or to perform the designation obligations of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes Provant and within the meaning of Rule 15c2-12 its subsidiaries (“Rule 15c2-12”including Acquisition) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended hereunder or supplemented, including any successor regulation or statute thereto. (vi) thereunder. This Loan Agreement and the Borrower Bond have each has been duly authorized by the Borrower and duly executed, attested validly executed and delivered by Authorized Officers each of the Borrower, Provant and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution Acquisition and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, constitutes a valid and binding obligation agreement of the Trusteach, enforceable against the Trust each in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws or the application by a court affecting enforcement of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsrights generally.

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to the Constitution and statutes laws of the State, including the Business Corporation LawState of New Jersey. (ii) The acting officers officials of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers officials of such Borrower empowered by applicable State New Jersey law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer official no longer the duly acting officer official of such Borrower, all such actions previously taken by such officer official are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the TrustState, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s 's board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the TrustState, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “"Proceedings”"), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State New Jersey law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws applicable New Jersey law and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust State upon the terms set forth herein; and (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the TrustState, duly authenticated by the trustee or paying agent, if applicable, agent under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust State has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the TrustState, enforceable against the Trust State in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “"Description of Loan” " in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to the Constitution and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer official are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s 's board of directors approving this Loan Agreement and the Borrower Bond, authorizing has taken all necessary action to authorize the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing Trust and the authentication Borrower's undertaking and completion of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the The Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “"APPENDIX B” " thereto (the “"Borrower Appendices”") and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “"deemed final” " for the purposes and within the meaning of Rule 15c2-12 (“"Rule 15c2-12”") of the Securities and Exchange Commission (“"SEC”") promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “"Description of Loan” " in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to ‌ Each Transferor has the Constitution and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorizeenter into this Agreement, execute, attest to carry out its obligations hereunder and deliverto consummate the Transaction. This Agreement has been duly executed and delivered by each Transferor, and has duly authorized(assuming due authorization, executed, attested execution and delivered, delivery by the other Parties) this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, each Transferor enforceable against the Borrower each Transferor in accordance with its respective terms. (a) If such Transferor is an entity, such Transferor is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. Such Transferor has the requisite organizational power and authority, if applicable, and capacity to execute this Agreement and the Transaction Documents to which such Transferor is a party, perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance by such Transferor of this Agreement and the Transaction Documents to which such Transferor is a party and the consummation of the transactions have been duly and validly authorized by all necessary action on the part of such Transferor and such authorization has not been subsequently modified or rescinded. (b) This Agreement has been, and, upon their execution and delivery, the Transaction Documents to which such Transferor is a party shall have been, duly and validly executed and delivered by such Transferor and constitutes, and upon their execution, the Transaction Documents to which such Transferor is a party shall constitute, assuming due authorization, execution and delivery of this Agreement and the applicable Transaction Documents by the other parties thereto, a legal, valid and binding legal obligation of such Transferor, enforceable against such Transferor in accordance with the terms hereof and thereof, in each case, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ right and remedies. (c) The information set forth in Section 6.1 of the Company Disclosure Letter with respect to such Transferor’s Units in the Company is true, accurate and complete and such Transferor has no other equity interests or rights to additional equity interests in the Company that are not set forth therein. Such Transferor is the sole and beneficial owner of the Units set forth opposite its name in Section 6.1 of the Company Disclosure Letter, with good and marketable title thereto, free and clear of any Encumbrances (except as to any community property interest, with respect to which any required consent has been obtained) and there are no Contracts to which such Transferor is a party that create, or with the enforcement thereof may be affected by bankruptcypassage of time would create, insolvency an Encumbrance thereon or other laws or otherwise restrict the application by a court sale and transfer of legal or equitable principles affecting creditors' rights; such Units (including any Units issued due to the vesting of the options immediately prior to the Closing) to GGB. Upon transfer of the Units to GGB, GGB shall acquire good and the information contained under “Description marketable title to such Units and options free and clear of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsany Encumbrances.

Organization and Authority. (i) The Borrower is a corporation an Entity duly created and validly existing under and pursuant to the Constitution and statutes of the StateState of New Jersey, including including, without limitation, the Business Corporation Borrower Enabling Act, and is subject to the Local Authorities Fiscal Control Law. (ii) The acting officers and officials of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers and officials of such Borrower Xxxxxxxx, empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer or official who is no longer the duly acting officer or official of such Borrower, all such actions previously taken by such officer are still or official remain in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the TrustI-Bank, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors governing body approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the TrustI-Bank, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), were duly published to the extent required in accordance with all applicable State law, and have been duly and lawfully adopted in accordance with the Business Corporation Borrower Enabling Act, the Local Authorities Fiscal Control Law and all other applicable State law at a meeting or meetings that were duly called pursuant to required public notice and held in accordance with the Borrower By-Laws applicable State law, and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust I-Bank upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the TrustI-Bank, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c217 CFR 240.15c2-12 (“Rule 15c2-12”) of promulgated by the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute theretothereto (“Rule 15c2-12”). (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executedSee Section 2.01(a)(vi) as set forth in Schedule A attached hereto, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate incorporated in all respectsthis Section 2.01(a) by reference as if set forth in full herein.

Organization and Authority. (iA) The Borrower Acquiror and each of the Merger Subs is a corporation duly created and validly existing and in good standing under the laws of Delaware. Acquiror is duly registered or otherwise qualified to do business as a foreign corporation in each jurisdiction in which the nature of its business or ownership of its assets requires it to be so qualified, except where the failure to be so qualified does not have an Acquiror Material Adverse Effect. Acquiror and pursuant the Merger Subs have all requisite organizational power and authority to enter into this Agreement and to consummate the Constitution transactions contemplated hereby. This Agreement has been duly authorized, executed and statutes delivered by Acquiror and each of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law Merger Subs and, if applicableassuming due authorization, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation execution and delivery of this Loan Agreement by the Stockholders and the Borrower BondCompanies, authorizing the sale constitutes a valid and binding obligation of Acquiror and each of the Borrower Bond to the TrustMerger Subs, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted enforceable against Acquiror in accordance with the Business Corporation Law its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other applicable State law similar laws affecting creditors’ rights generally and by general principles of equity. Each agreement and other instrument to be delivered by Acquiror and/or its Subsidiaries at Closing pursuant to Section 3(b) will be duly authorized, executed and delivered by such party and, assuming due authorization, execution and delivery of the agreement by the other parties thereto (other than Acquiror and its Affiliates), will constitute a meeting or meetings that were duly called valid and held binding obligation of Acquiror and its Subsidiaries, as applicable, enforceable against Acquiror and/or its Subsidiaries, as applicable, in accordance with the Borrower By-Laws its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and at which quorums were present other similar laws affecting creditors’ rights generally and acting throughoutby general principles of equity. (vB) By official action The board of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower directors of each Merger Sub (by unanimous written consent) has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (Ai) the execution, attestation, delivery and performance of determined that this Loan Agreement and the transactions contemplated hereby; (B) , including the issuance Mergers, are advisable and fair to and in the best interests of the Borrower Bond Merger Subs and their sole member and (ii) adopted this Agreement and the sale thereof to transactions contemplated hereby, including the Trust upon the terms set forth herein; plan of merger contained in this Agreement. (C) the approval No vote of the inclusion, if such inclusion holders of any class or series of Acquiror’s capital stock is deemed necessary in to approve this Agreement or the sole discretion transactions contemplated hereby. Upon receipt of the TrustAcquiror Consents, in no further vote of the Preliminary Official Statement members of the Merger Subs is necessary to adopt this Agreement and approve the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and Merger. (D) Each Subsidiary of Acquiror is validly existing and in good standing under the execution, delivery laws of the jurisdiction of its incorporation or formation and due performance is duly registered or otherwise qualified to do business as a foreign entity in each of any and all other certificates, agreements and instruments that may be required the jurisdictions in which the nature of its business or the ownership of its assets requires it to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective termsso qualified, except as in each case where the enforcement thereof may failure to be affected by bankruptcy, insolvency in good standing or other laws so registered or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsqualified does not have an Acquiror Material Adverse Effect.

Organization and Authority. (ia) The Borrower Each Seller Entity is a corporation duly created and organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and pursuant has all requisite corporate power and authority to own, lease and operate its properties and to conduct the Business as it is currently being conducted. The Seller is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the property owned, leased or operated by it relating to the Constitution and statutes Business or the nature of the StateBusiness conducted by it makes such qualification necessary, including except in those jurisdictions where the Business Corporation Lawfailure to have such power and authority or to be so duly qualified or licensed and in good standing would not have a material adverse effect on the business, assets, results of operations or financial condition of the Business. (iib) The acting officers Each of the Borrower who are contemporaneously herewith performing or have previously performed Seller Entities has all requisite corporate power and authority to enter into this Agreement and any action instruments and agreements contemplated in herein required to be executed and delivered by it pursuant to this Loan Agreement either are or(including, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if as applicable, authorized by resolution the Xxxx of Sale, the Borrower Puerto Rico Bill of Sale, the Mexican Xxxx of Sale, the Canadian Xxxx of Sale, the Deed, the Trademark Assignments, the Assignment and Assumption Agreement, the Lease Assignment and Assumption Agreements, the Transition Services Agreement, the Trademark Licenses, the Subordination Non-Disturbance and Attornment Agreements, the Landlord Lien Waivers and any Other Instruments, which are referred to perform such actions. To collectively herein, as the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii"Seller Related Instruments") The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all the transactions contemplated by this Loan Agreement. (iv) hereby and thereby. The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond Seller Related Instruments and the sale thereof to the Trust upon the terms set forth herein; (C) the approval consummation of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes hereby and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond thereby have each been duly authorized by all necessary corporate action on the Borrower part of the Seller. This Agreement has been, and each of the Seller Related Instruments, shall be, duly executed, attested executed and delivered by Authorized Officers of the Borrower, relevant Seller Entity(ies) and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes shall constitute a legal, valid and binding obligation of the Borrowersuch Seller Entity(ies), enforceable against the Borrower such Seller Entity(ies) in accordance with its their respective terms, except as the that (a) such enforcement thereof may be affected by subject to any bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer or other laws laws, now or the application by a court of legal hereafter in effect, relating to or equitable principles affecting limiting creditors' rights; rights generally and (b) the information contained under “Description remedy of Loan” in Exhibit A-2 attached hereto specific performance and made a part hereof is true injunctive and accurate in all respectsother forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Organization and Authority. (i) The Borrower is a corporation an Entity duly created and validly existing under and pursuant to the Constitution and statutes of the State, including the Business Corporation Borrower Enabling Act, and is subject to the Local Authorities Fiscal Control Law. (ii) The acting officers officials of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers officials of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer official no longer the duly acting officer official of such Borrower, all such actions previously taken by such officer official are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors governing body approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), were duly published in accordance with applicable State law, and have been duly and lawfully adopted in accordance with the Business Corporation Borrower Enabling Act, the Local Authorities Fiscal Control Law and other applicable State law at a meeting or meetings that were duly called pursuant to necessary public notice and held in accordance with the Borrower By-Laws applicable State law and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-15c2- 12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executedSee Section 2.01(a)(vi) as set forth in Schedule A attached hereto, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate incorporated in all respectsthis Section 2.01(a) by reference as if set forth in full herein.

Organization and Authority. (a) Borrower is a duly incorporated corporation, validly existing and in good standing under the laws of the State of Maryland and is qualified to conduct business in each jurisdiction in which such qualification is required in connection with Borrower’s assets, business and operations. Borrower has elected (or will timely elect) to be treated as a REIT for its taxable year ending December 31, 2011 and has been organized, owned and operated through the date hereof in a manner that will permit Borrower to qualify as a REIT for its taxable year ending December 31, 2011. Subject to the objective of maximizing the amount of funds that are available (net of Borrower’s Taxes) to be applied in accordance with Section 5.6, Borrower will use its commercially reasonable efforts to continue to qualify as a REIT for its taxable year ending December 31, 2011 and for all subsequent taxable years. (b) Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to (i) The own its assets and transact the businesses in which it is now engaged, (ii) enter into and perform all of its duties and obligations under this Agreement, the other Mezzanine Loan Documents and the Transaction Documents to which Borrower is a corporation duly created party, (iii) cause AssetCo to perform all of its obligations under the Mezzanine Loan Documents, the Transaction Documents to which it is a party and validly existing under and pursuant the Collateral Asset Documents pertaining to the Constitution Unencumbered Collateral Assets, and statutes (iv) cause each Senior Borrower to perform all of its obligations under the Senior Loan Documents, the Transaction Documents to which it is a party and the Collateral Asset Documents pertaining to its Senior Loan Collateral Assets (subject to the Senior Loan Documents). The sole business of Borrower is the ownership, operation and management of the State, including Pledged Interest and the Business Corporation Lawother Mezzanine Loan Collateral. (iic) The acting officers AssetCo is a duly formed limited liability company, validly existing and in good standing under the laws of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated State of Delaware and is qualified to conduct business in this Loan Agreement either are oreach jurisdiction in which such qualification is required in connection with AssetCo’s assets, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force business and effectoperations. (iiid) AssetCo possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to (i) own its assets and transact the businesses in which it is now engaged, (ii) enter into and perform all of its duties and obligations under the Mezzanine Loan Documents and Transaction Documents to which it is a party and under the Collateral Asset Documents pertaining to the Unencumbered Collateral Assets. The Borrower has full legal right sole business of AssetCo is the ownership, operation and authority and all necessary licenses and permits required as management of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement Unencumbered Collateral Assets and the Senior Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan AgreementInterests. (ive) The proceedings Each Senior Borrower is a duly formed limited liability company, validly existing and in good standing under the laws of the State of Delaware and is qualified to conduct business in each jurisdiction in which such qualification is required in connection with such Senior Borrower’s board assets, business and operations. (f) Each Senior Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to (i) own its assets and transact the businesses in which it is now engaged, and (ii) enter into and perform all of directors approving this its duties and obligations under the Senior Loan Agreement Documents, the Transaction Documents to which it is a party and the Borrower BondCollateral Asset Documents pertaining to its respective Senior Loan Collateral Assets, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond subject to the Trustapplicable Senior Loan Documents. The sole business of each Senior Borrower is the ownership, authorizing operation and management of its rights and interest in and to its respective Senior Collateral Assets as identified on Schedule 2-A, 2-B-1, 2-B-2 or 2-C, as applicable, and performance of its obligations under its respective Senior Loan Documents. (g) Neither Borrower nor any other Loan Party has been convicted of a felony and, to the authentication best of the Borrower’s knowledge, there are no proceedings or investigations being conducted involving criminal activities of Borrower Bond on behalf or any other Loan Party. (h) Neither Borrower nor any other Loan Party nor, to Borrower’s knowledge, any of the Borrower and authorizing the Borrower to undertake and complete the Projecttheir respective direct or indirect beneficial owners has engaged in any dealings or transactions, directly or indirectly, (i) in contravention of any U.S., international or other anti-money laundering regulations or conventions, including, without limitation, the Borrower Bond Resolution United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, Trading with the Enemy Act (50 U.S.C. §1 et seq., as amended), any foreign asset control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 and the regulations promulgated thereunder (collectively, the “ProceedingsPatriot Act”), have been duly and lawfully adopted in accordance or any order issued with respect to anti-money laundering by the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action U.S. Department of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance Treasury’s Office of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 Foreign Assets Control (“Rule 15c2-12OFAC”), or (ii) in contravention of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly Executive Order No. 13224 issued by the Borrower in accordance with the terms President of the Borrower Bond Resolution; United States on September 24, 2001 (Executive Order Blocking Property and assuming Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), as may be amended or supplemented from time to time (“Executive Order 13224”) or (iii) on behalf of terrorists or terrorist organizations, including those persons or entities that are included on any relevant lists maintained by the Trust has United Nations, North Atlantic Treaty Organization, Organization of Economic Cooperation and Development, OFAC, Financial Action Task Force, U.S. Securities & Exchange Commission, U.S. Federal Bureau of Investigation, U.S. Central Intelligence Agency, U.S. Internal Revenue Service, or any country or organization, all the requisite power and authority as may be amended from time to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation time. As of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement date hereof and the Borrower Bond constitutes a legal, valid and binding obligation as of the Closing Date, neither Borrower nor any other Loan Party nor, to the best of Borrower’s knowledge, enforceable against any of their respective direct or indirect beneficial owners is or will be a person or entity (i) that is listed in the Borrower Annex to or is otherwise subject to the provisions of Executive Order 13224, (ii) whose name appears on OFAC’s most current list of “Specifically Designed Nationals and Blocked Persons,” (iii) who commits, threatens to commit or supports “terrorism”, as that term is defined in accordance Executive Order 13224, or (iv) who has been associated with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws is otherwise affiliated with any entity or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsperson listed above.

Organization and Authority. (i) The Borrower Trust is a corporation trust duly created organized and validly existing under and pursuant to the Constitution and statutes laws of the State, including the Business Corporation Law. (ii) The acting officers State of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, Delaware and has all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right necessary trust power and authority to execute and all necessary licenses deliver this Agreement and permits required as of the date hereof to own, operate Settlement and maintain its Environmental Infrastructure SystemRelease Agreement, to carry on out its activities relating theretoobligations hereunder and thereunder, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all the transactions contemplated by this Loan Agreement. (iv) hereby and thereby. The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation execution and delivery of this Loan Agreement and the Borrower BondSettlement and Release Agreement by the Trust or the Trustees, authorizing as applicable, the sale performance by the Trust or the Trustees, as applicable, of its obligations hereunder and thereunder and the consummation by the Trust or the Trustees, as applicable, of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower transactions contemplated hereby and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), thereby have been duly and lawfully adopted in accordance with validly authorized by all requisite trust action on the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action part of the Borrower taken prior Trust. Subject to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) obtaining the approval of the inclusion, if such inclusion is deemed necessary Earn Out Recipients described in the sole discretion clause (b) of the Trustdefinition of the Requisite Earn Out Recipient Approval, in no other trust proceedings on the Preliminary Official Statement part of the Trust are necessary to authorize this Agreement or the Settlement and the Official Statement of all statements and information relating Release Agreement or to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreementhereby and thereby. This Agreement has been, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been Settlement and Release Agreement will be, duly authorized by the Borrower and duly executed, attested validly executed and delivered by Authorized Officers of the BorrowerTrust or the Trustees, as applicable, and (assuming due authorization, execution and delivery by the BSC Parties) this Agreement constitutes, and the Borrower Bond has been duly sold by the Borrower to the TrustSettlement and Release Agreement will constitute, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the TrustTrust or the Trustees, as applicable, enforceable against the Trust in accordance with its their respective terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation . Pursuant to Section 7.2 of the BorrowerTrust Agreement, enforceable against the Borrower Trustees have delivered to Parent a duly executed certificate in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in form set forth on Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects4.01 hereto.

Organization and Authority. (ia) The Borrower Buyer is a corporation duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes Laws of the State, including the Business Corporation Law. (ii) The acting officers State of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actionsNew York. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower Buyer has full legal right corporate power and authority to enter into this Agreement and all necessary licenses and permits required as of the date hereof Ancillary Documents to own, operate and maintain its Environmental Infrastructure Systemwhich Buyer is a party, to carry on out its activities relating thereto, to execute, attest obligations hereunder and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project thereunder and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Loan Agreement, including, without limitationAgreement and any Ancillary Document to which Buyer is a party, the designation performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes transactions contemplated hereby and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond thereby have each been duly authorized by all requisite corporate action on the Borrower part of Buyer. This Agreement and each Ancillary Document to which Buyer is a party has been duly executed, attested executed and delivered by Authorized Officers of the BorrowerBuyer, and the Borrower Bond has been duly sold by the Borrower to the Trust(assuming due authorization, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliverexecution, and has duly authorized, executed, attested and delivered, delivery by each Seller) this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond each such Ancillary Document constitutes a legal, valid and binding obligation of the Borrower, Buyer enforceable against the Borrower Buyer in accordance with its respective terms, except as may be limited by the laws of bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement thereof of creditors' rights generally and except as the availability of equitable remedies may be affected limited by general principles of equity. - 19 - (b) TMG is a corporation duly organized, validly existing and in good standing under the Laws of the State of Nevada. TMG has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which TMG is a party, to carry out its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by TMG of this Agreement and any Ancillary Document to which TMG is a party, the performance by TMG of its obligations hereunder and thereunder and the consummation by TMG of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of TMG. This Agreement and each Ancillary Document to which TMG is a party has been duly executed and delivered by TMG, and (assuming due authorization, execution, and delivery by each Seller) this Agreement and each such Ancillary Document constitutes a legal, valid and binding obligation of TMG enforceable against TMG in accordance with its terms, except as may be limited by the laws of bankruptcy, insolvency insolvency, moratorium or other laws or similar Laws affecting the application by a court enforcement of legal or equitable principles affecting creditors' rights; rights generally and except as the information contained under “Description availability of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsequitable remedies may be limited by general principles of equity.

Organization and Authority. (ia) The Borrower Purchaser is an exempt company with limited liability duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a corporation party and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly created and validly existing under authorized by all necessary action and pursuant to no other proceedings on the Constitution and statutes part of the StatePurchaser are necessary to authorize this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which the Purchaser is a party have been duly and validly executed and delivered by the Purchaser and, including assuming the Business Corporation Lawdue authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their terms. (iib) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation execution and delivery of this Loan Agreement and the Borrower BondAncillary Agreements by the Purchaser do not, authorizing and the sale performance of this Agreement and the Ancillary Agreements by the Purchaser will not, (i) violate, conflict with or result in the breach of any provision of the Borrower Bond Memorandum and Articles of Association of the Purchaser, (ii) conflict with or violate (or cause an event which could have a material adverse effect on the Purchaser as a result of) any Law or Governmental Order applicable to the Trust, authorizing the authentication Purchaser or any of the Borrower Bond on behalf Purchaser's respective assets, properties or businesses, or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Purchaser is a party, which would adversely affect the ability of the Borrower Purchaser to carry out its obligations under, and authorizing to consummate the Borrower to undertake transactions contemplated by, this Agreement or by the Ancillary Agreements, except, in the case of clauses (ii) and complete (iii) above, for conflicts, violations, breaches, defaults, rights of termination, amendment, acceleration or cancellation, or Encumbrances as would not, individually or in the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”)aggregate, have been duly and lawfully adopted in accordance with a material adverse effect on the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughoutPurchaser. (vc) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the The execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed Ancillary Agreements by the Borrower in order to carry outCompany do not and will not require any consent, give effect to and consummate the transactions contemplated by this Loan Agreementapproval, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency authorization or other laws order of, action by, filing with or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsnotification to, any Governmental Authority.

Organization and Authority. (i) The Borrower Acquiror is a corporation duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes laws of the State, including the Business Corporation Law. (ii) The acting officers its state of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actionsincorporation. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, Acquiror has all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right requisite corporate power and authority and all necessary licenses and permits required as of the date hereof to own, lease and operate its properties and maintain its Environmental Infrastructure System, to carry on its activities relating theretobusiness as now being conducted, except where the failure to execute, attest have such power or authority would not have a Material Adverse Effect on Acquiror and its Subsidiaries taken as a whole. Acquiror has all requisite corporate power and authority to execute and deliver this Loan Agreement and, subject to the items referred to in Sections 5.02 and 5.03, to consummate the Transactions. Subject to the items referred to in Sections 5.02 and 5.03, all necessary action, corporate or otherwise, required to have been taken by or on behalf of Acquiror by applicable law, its charter documents or otherwise to authorize (i) the approval, execution and delivery on its behalf of this Agreement and (ii) its performance of its obligations under this Agreement and the Borrower Bond, to authorize the authentication consummation of the Borrower BondTransactions has been taken, except that this Agreement must I-20 21 be approved by the stockholders of Acquiror, and the Board of Directors of Acquiror must increase the size of such Board to sell comply with the Borrower Bond to Board Representation Agreement. Assuming that this Agreement and each Transaction Agreement constitutes or will constitute, as the Trustcase may be, to undertake a legal, valid and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings binding agreement of the Borrower’s board of directors approving Company or Newco, as the case may be, this Loan Agreement and each other Transaction Agreement to which Acquiror is or will be a party constitutes or will constitute, as the Borrower Bondcase may be, authorizing the executiona valid and binding agreement of Acquiror, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted enforceable against it in accordance with its terms, subject to (i) the Business Corporation Law Enforceability Exceptions and other applicable State law at a meeting or meetings that were duly called and held (ii) in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action case of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Board Representation Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Communications Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower"Communications Act"), and the Borrower Bond has been duly sold by rules and regulations thereunder (the Borrower "Rules and Regulations") regarding cross-ownership of radio and television stations, to the Trustextent that such Rules and Regulations may prohibit Newco or any of its officers, duly authenticated by directors or shareholders from designating or acting as a director or observer on Acquiror's Board of Directors. Acquiror has heretofore made available to the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is Company true and accurate complete copies of its Certificate of Incorporation and Bylaws as in all respectseffect on the date hereof.

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to the Constitution and statutes of the StateState of New Jersey, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower Borrower, empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer who is no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still remain in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the TrustI-Bank, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the TrustI-Bank, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and all other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws Laws, and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust I-Bank upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the TrustI-Bank, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust I-Bank has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the TrustI-Bank, enforceable against the Trust I-Bank in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower Buyer is a corporation duly created organized and validly existing under and pursuant to the Constitution and statutes laws of the State, including the Business Corporation Law. (ii) The acting officers State of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actionsIsrael. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust Buyer has all the requisite power and authority to authorizecarry on its business as it is currently conducted and to own, executelease and operate its assets and properties where such assets and properties are now owned, attest leased or operated. Copies of the articles and delivermemorandum of association, as amended to date, of Buyer have previously been delivered or made available to the Company. Buyer is not in violation of any of the provisions of its articles or memorandum of association. Buyer has all requisite power and authority to execute and deliver each Transaction Document delivered or to be delivered thereby and to perform all of its obligations hereunder and thereunder. All corporate actions on the part of Buyer necessary for the authorization, execution, delivery of and performance of all obligations of Buyer under this Agreement and the other Transaction Documents to which Buyer is a party and the authorization, issuance, reservation for issuance and delivery of all of the Issued Shares have been taken, except for the matters set forth in Section 3.3.7 of the Buyer Disclosure Schedule, which shall be submitted by the Buyer to the approval of the Buyer's shareholders. Except for such actions, no further consent or authorization of Buyer or its board of directors is required for the authorization, execution, delivery of and performance of all obligations of Buyer under this Agreement and the other Transaction Documents to which Buyer is a party. Each Transaction Document to be delivered by Buyer has been or will be duly authorizedexecuted and delivered by Buyer (subject to the approval by Buyer's shareholders referred to above) and, executed, attested when so executed and delivered, this Loan Agreement, and assuming further that this Loan Agreement is will constitute the legal, valid and binding obligation of the TrustBuyer, enforceable against the Trust Buyer in accordance with its terms, each except (i) as may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or other similar laws of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as general application relating to or affecting the enforcement thereof of creditors' rights generally or (2) the effect of rules of law governing the availability of equitable principles of general application, or (ii) as rights to indemnity or contribution may be affected by bankruptcy, insolvency limited under federal or other state securities laws or the application by a court principles of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectspublic policy thereunder.

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to the Constitution and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the TrustI-Bank, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the TrustI-Bank, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust I-Bank upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the TrustI-Bank, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the TrustI-Bank, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust I-Bank has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the TrustI-Bank, enforceable against the Trust I-Bank in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to the Constitution and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State New Jersey law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the TrustState, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s 's board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the TrustState, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “"Proceedings”"), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State New Jersey law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Table of Contents Borrower Bond and the sale thereof to the Trust State upon the terms set forth herein; and (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the TrustState, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust State has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the TrustState, enforceable against the Trust State in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “"Description of Loan” " in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to the Constitution and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s 's board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “"Proceedings”"), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Table of Contents Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “"APPENDIX B” " thereto (the “"Borrower Appendices”") and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “"deemed final” " for the purposes and within the meaning of Rule 15c2-12 (“"Rule 15c2-12”") of the Securities and Exchange Commission (“"SEC”") promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “"Description of Loan” " in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. Each Transferor has the full power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the Transaction. This Agreement has been duly executed and delivered by each Transferor, and (iassuming (a) The Borrower If such Transferor is a corporation an entity, such Transferor is duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes Laws of the State, including jurisdiction of its organization. Such Transferor has the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law andrequisite organizational power and authority, if applicable, and capacity to execute this Agreement and the Transaction Documents to which such Transferor is a party, perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance by such Transferor of this Agreement and the Transaction Documents to which such Transferor is a party and the consummation of the transactions have been duly and validly authorized by resolution of all necessary action on the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer part of such Borrower, all Transferor and such actions previously taken by such officer are still in full force and effectauthorization has not been subsequently modified or rescinded. (iiib) The Borrower This Agreement has full legal right been, and, upon their execution and authority delivery, the Transaction Documents to which such Transferor is a party shall have been, duly and all necessary licenses validly executed and permits required as of the date hereof to owndelivered by such Transferor and constitutes, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the upon their execution, attestation the Transaction Documents to which such Transferor is a party shall constitute, assuming due authorization, execution and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken Transaction Documents by the Borrower for: (A) the executionother parties thereto, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding legal obligation of the Borrowersuch Transferor, enforceable against the Borrower such Transferor in accordance with the terms hereof and thereof, in each case, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ right and remedies. (c) The information set forth on Schedule I hereto with respect to such Transferor’s Units and, if any, Options, in the Company is true, accurate and complete and such Transferor has no other equity interests or rights to additional equity interests in the Company that are not set forth on Schedule I. Such Transferor is the sole and beneficial owner of the Units set forth opposite its respective termsname on Schedule I, with good and marketable title thereto, free and clear of any Encumbrances (except as to any community property interest, with respect to which any required consent has been obtained) and there are no Contracts to which such Transferor is a party that create, or with the enforcement thereof may be affected by bankruptcypassage of time would create, insolvency an Encumbrance thereon or other laws or otherwise restrict the application by a court sale and transfer of legal or equitable principles affecting creditors' rights; such Units (including any Units issued due to the vesting of the Options immediately prior to the Closing) to ParentCo. Upon transfer of the Units to ParentCo in accordance with the Unit Exchange, ParentCo shall acquire good and the information contained under “Description marketable title to such Units and Options free and clear of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsany Encumbrances.

Organization and Authority. (a) Each of the Seller, the Company and each Subsidiary is (i) The Borrower is a corporation duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes laws of the Stateplace of its organization, including the Business Corporation Lawand (ii) duly qualified to do business in each jurisdiction in which it is required to be so qualified. (iib) Seller has the full right, power and authority to enter into this Agreement, to sell and transfer the Equity Interests as provided in this Agreement and to carry out its obligations hereunder, and all requisite action necessary to authorize Seller to enter into all documents to be delivered by Seller (the “Seller Closing Documents”) to Purchaser at Closing and to carry out its obligations hereunder have been, or by the Closing will have been, taken, subject to the other terms and conditions of this Agreement. The Company and each Subsidiary has all necessary limited liability company power and authority to own, lease or license and operate its assets and properties, and to carry on its business as it is now being conducted. (c) The acting officers execution, delivery and performance by Seller of this Agreement and all other documents executed and delivered by Seller pursuant to this Agreement constitute the legal, valid and binding obligations of Seller in accordance with the terms of each instrument. This Agreement and all other instruments delivered to Purchaser have been duly authorized by all necessary corporate or limited liability company action, as applicable. (d) The person(s) signing this Agreement and all documents delivered by Seller to Purchaser at Closing on behalf of Seller is duly authorized to do so. (e) Attached hereto as Exhibit I is a list of all of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated documents that will survive the Closing which were executed in this Loan Agreement either are or, at connection with the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution organization and governance of the Borrower to perform such actionsCompany and the Subsidiaries (collectively, the “Organizational Documents”). To Purchaser has been furnished true and complete copies of the extent Organizational Documents, and there are no other organizational documents of the Company or the Subsidiaries (including any such action was performed oral modifications or modifications by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer email). The Organizational Documents are still in full force and effect. (iiif) The Borrower has full legal right and authority and all necessary licenses and permits required Except as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (Con Schedule 5.1.1(f) the approval of the inclusionattached hereto, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance by Seller of this Agreement will not: (i) violate any law, regulation, agreement, instrument, restriction, order, rule, writ, judgment, injunction or decree of any governmental entity (each, an “Order”) applicable to Seller or the Company or either Subsidiary; (ii) result in a breach of, or default under, the Organizational Documents; or (iii) result in the imposition of any lien on the Equity Interests or any assets of the Company or either Subsidiary. (g) Except as set forth on Schedule 5.1.1(g), the execution, delivery and performance by Seller of this Agreement will not: (i) violate any Order applicable to the Property; or (ii) conflict with or result in a breach or violation of, or constitute a default under, any Contracts or any other agreement or instrument (including any loan agreements or mortgages) to which Seller or the Company or either Subsidiary is a party or by which any of them or the Property is bound. (h) No consents, approvals, orders, waivers from, authorizations of, or any filings with or notices to, any person or entity (including any governmental entity) are required for the execution and delivery of this Agreement by Seller. To the extent not already obtained by Seller, on or before the Closing, Seller will obtain any consents or waivers from any person or entity (including any governmental entity) that are required for the performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed the obligations hereunder by Seller or the Borrower in order to carry out, give effect to and consummate lawful consummation of the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute theretohereby. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (ia) The Borrower Each of Parent and Sub is a corporation duly created and organized, validly existing and in good standing under the laws of its jurisdiction of incorporation with all requisite power to enable it to own, lease and pursuant operate its assets and properties and to conduct its business as currently being conducted and is qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties owned or leased by it requires such qualification, except to the Constitution extent the failure so to qualify would not have a Material Adverse Effect with respect to Parent. Complete and statutes correct copies of the Statearticles or certificate of incorporation and bylaws, including each as amended to date, of Parent and Sub have been delivered to the Business Corporation Law. (ii) The acting officers Company. Such articles or certificates of the Borrower who incorporation and bylaws are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iiib) The Borrower Each of Parent and Sub has full legal right all requisite corporate power and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest execute and deliver this Loan Agreement and the Borrower BondAgreement, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project perform its obligations hereunder and to carry out and consummate all the transactions contemplated by this Loan Agreement. (iv) hereby. The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation execution and delivery of this Loan Agreement, the Escrow Agreement and the Borrower Bond, authorizing Closing Agreements and the sale consummation of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond hereby and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond thereby have each been duly authorized by all requisite corporate action on the Borrower part of Parent and Sub. This Agreement has been duly executed, attested executed and delivered by Authorized Officers each of the BorrowerParent and Sub, and the Borrower Bond has Escrow Agreement and the Closing Agreements will at the Closing have been duly sold executed and delivered by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliverParent, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is constitutes the legal, valid and binding obligation of Parent and Sub, and the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Escrow Agreement and the Borrower Bond constitutes a Closing Agreements will at the Closing constitute the legal, valid and binding obligation obligations of the BorrowerParent, enforceable against the Borrower Parent and Sub in accordance with its their respective terms, except as the enforcement thereof such enforceability may be affected limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws or the application by a court of legal or equitable principles affecting creditors' rights; rights generally and the information contained under “Description general principles of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsequity.

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to the Constitution and statutes of the StateState of New Jersey, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State New Jersey law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer who is no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still remain in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the TrustState, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the TrustState, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State New Jersey law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust State upon the terms set forth herein; and (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the TrustState, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust State has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the TrustState, enforceable against the Trust State in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “"Description of Loan” " in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (ia) The Borrower FMRX is a corporation duly created and organized, validly existing and in good standing under the laws of the State of Nevada and pursuant has the corporate power and other authority, subject to the Constitution and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating theretoFMRX Stockholder Approval, to execute, attest deliver and deliver perform this Loan Agreement, the Indemnity Escrow Agreement and the Borrower Bond, all other documents and agreements required to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan be delivered hereunder. This Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Indemnity Escrow Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond hereby and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed thereby have been approved by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation Board of the Borrower Appendices portion Directors of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) FMRX. This Loan Agreement and the Borrower Bond have each has been duly authorized by the Borrower and duly executedauthorized, attested executed and delivered by Authorized Officers of the BorrowerFMRX and, and the Borrower Bond has been duly sold by the Borrower subject to the TrustFMRX Stockholder Approval, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, FMRX enforceable against the Trust in accordance with its terms, and the Indemnity Escrow Agreement and all other documents and agreements required to be delivered hereunder, have been duly authorized by FMRX and upon execution and delivery thereof by FMRX will be legal, valid and binding obligations of FMRX enforceable in accordance with their terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. The approval of the holders of FMRX’s outstanding common stock in compliance with FMRX’s bylaws and Section 78.565 of the NRS (the “FMRX Stockholder Approval”) is the only action of any holders of capital stock of FMRX that is necessary for the approval of this Loan Agreement and the Borrower Bond constitutes transactions contemplated hereby by the holders of FMRX’s capital stock. (b) Familymeds is a corporation duly organized, validly existing and in good standing under the laws of the State of Connecticut and has the corporate power and other authority to execute, deliver and perform this Agreement, the Indemnity Escrow Agreement and all other documents and agreements required to be delivered hereunder. This Agreement, the Indemnity Escrow Agreement and the transactions contemplated hereby have been approved by the Board of Directors of Familymeds. This Agreement has been duly authorized, executed and delivered by Familymeds and is the legal, valid and binding obligation of the Borrower, Familymeds enforceable against the Borrower in accordance with its respective terms, except as and the enforcement Indemnity Escrow Agreement and all other documents and agreements required to be delivered hereunder, have been duly authorized by Familymeds and upon execution and delivery thereof may by Familymeds will be affected by legal, valid and binding obligations of Familymeds enforceable in accordance with their terms, in each case subject to bankruptcy, insolvency insolvency, reorganization, moratorium and similar laws of general application relating to or other laws or the application by a court of legal or equitable principles affecting creditors' rights; ’ rights and to general equity principles. The approval of FMRX, as sole shareholder of Familymeds, is the only action of any holder of capital stock of Familymeds that is necessary for the approval of this Agreement and the information contained transactions contemplated hereby by the holders of Familymeds’ capital stock. (c) Arrow is a corporation duly organized, validly existing and in good standing under “Description the laws of Loan” the State of Connecticut and has the corporate power and other authority to execute, deliver and perform this Agreement, the Indemnity Escrow Agreement and all other documents and agreements required to be delivered hereunder. This Agreement, the Indemnity Escrow Agreement and the transactions contemplated hereby have been approved by the Board of Directors of Arrow. This Agreement has been duly authorized, executed and delivered by Arrow and is the legal, valid and binding obligation of Arrow enforceable in Exhibit A-2 attached hereto accordance with its terms, and made a part hereof the Indemnity Escrow Agreement and all other documents and agreements required to be delivered hereunder, have been duly authorized by Arrow and upon execution and delivery thereof by Arrow will be legal, valid and binding obligations of Arrow enforceable in accordance with their terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. The approval of FMRX, as sole shareholder of Arrow, is true the only action of any holder of capital stock of Arrow that is necessary for the approval of this Agreement and accurate in all respectsthe transactions contemplated hereby by the holders of Arrow’s capital stock.

Organization and Authority. (i) The Borrower Each of Parent and the Purchaser is a corporation duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes laws of the State, including the Business Corporation Law. (ii) The acting officers jurisdiction of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, its incorporation and has all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right necessary corporate power and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest execute and deliver this Loan Agreement and (in the Borrower Bondcase of the Purchaser) the Escrow Agreement, to authorize perform its obligations hereunder and (in the authentication case of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project Purchaser) thereunder and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, Agreement and (in the designation case of the Borrower Appendices portion Purchaser) thereby. The execution and delivery by Parent and the Purchaser of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan this Agreement and the Borrower Bond Escrow Agreement, the performance by Parent and the Purchaser of its obligations hereunder and (in the case of the Purchaser) thereunder and the consummation by Parent and the Purchaser of the transactions contemplated by this Agreement and (in the case of the Purchaser) thereby have each been duly and validly authorized by all necessary corporate action on the Borrower part of Parent and the Purchaser, and no other corporate proceeding on the part of Parent or the Purchaser is necessary to authorize this Agreement or the Escrow Agreement or the performance by Parent or the Purchaser of its obligations hereunder or thereunder, or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Escrow Agreement shall be, duly executed, attested and validly executed and delivered by Authorized Officers of Parent and the BorrowerPurchaser, and (assuming due authorization, execution and delivery by the Sellers and the Company) this Agreement constitutes, and the Borrower Bond has been duly sold by the Borrower to the TrustEscrow Agreement shall constitute, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of Parent and the BorrowerPurchaser, enforceable against Parent and the Borrower Purchaser in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower Acquiror is a corporation duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes laws of the State, including the Business Corporation Law. (ii) The acting officers its state of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actionsincorporation. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, Acquiror has all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right requisite corporate power and authority and all necessary licenses and permits required as of the date hereof to own, lease and operate its properties and maintain its Environmental Infrastructure System, to carry on its activities relating theretobusiness as now being conducted, except where the failure to execute, attest have such power or authority would not have a Material Adverse Effect on Acquiror and its Subsidiaries taken as a whole. Acquiror has all requisite corporate power and authority to execute and deliver this Loan Agreement and, subject to the items referred to in Sections 5.02 and 5.03, to consummate the Transactions. Subject to the items referred to in Sections 5.02 and 5.03, all necessary action, corporate or otherwise, required to have been taken by or on behalf of Acquiror by applicable law, its charter documents or otherwise to authorize (i) the approval, execution and delivery on its behalf of this Agreement and (ii) its performance of its obligations under this Agreement and the Borrower Bond, to authorize the authentication consummation of the Borrower BondTransactions has been taken, except that this Agreement must be approved by the stockholders of Acquiror, and the Board of Directors of Acquiror must increase the size of such Board to sell comply with the Borrower Bond to Board Representation Agreement. Assuming that this Agreement and each Transaction Agreement constitutes or will constitute, as the Trustcase may be, to undertake a legal, valid and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings binding agreement of the Borrower’s board of directors approving Company or Newco, as the case may be, this Loan Agreement and each other Transaction Agreement to which Acquiror is or will be a party constitutes or will constitute, as the Borrower Bondcase may be, authorizing the executiona valid and binding agreement of Acquiror, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted enforceable against it in accordance with its terms, subject to (i) the Business Corporation Law Enforceability Exceptions and other applicable State law at a meeting or meetings that were duly called and held (ii) in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action case of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Board Representation Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Communications Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower“Communications Act”), and the Borrower Bond has been duly sold by rules and regulations thereunder (the Borrower “Rules and Regulations”) regarding cross-ownership of radio and television stations, to the Trustextent that such Rules and Regulations may prohibit Newco or any of its officers, duly authenticated by directors or shareholders from designating or acting as a director or observer on Acquiror’s Board of Directors. Acquiror has heretofore made available to the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is Company true and accurate complete copies of its Certificate of Incorporation and Bylaws as in all respectseffect on the date hereof.

Organization and Authority. (iA) The Borrower Each Stockholder and Company is a corporation duly created and validly existing and in good standing under the laws of its jurisdiction of incorporation or formation and pursuant to each Company has the Constitution and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right requisite corporate power and authority and all necessary licenses and permits required as of the date hereof to own, lease and operate its properties and maintain its Environmental Infrastructure System, assets and to carry on its activities relating theretobusiness as presently conducted. Each of the Companies is duly registered or otherwise qualified to do business as a foreign corporation in each jurisdiction in which the nature of its business or the ownership of its assets requires it to be so qualified, except where the failure to execute, attest be so qualified does not have a Material Adverse Effect. The Stockholders and deliver the Companies have all requisite organizational power and authority to enter into this Loan Agreement and to consummate or to cause the Borrower Bond, to authorize the authentication consummation of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement each Stockholders and the Borrower Bondeach Company and, authorizing the executionassuming due authorization, attestation execution and delivery of this Loan Agreement by Acquiror and the Borrower BondMerger Subs, authorizing the sale constitutes a valid and binding obligation of the Borrower Bond to the Trusteach Stockholder and each Company, authorizing the authentication of the Borrower Bond on behalf of the Borrower enforceable against each Stockholder and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted each Company in accordance with the Business Corporation Law its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other applicable State law similar laws affecting creditors’ rights generally and by general principles of equity. Each agreement and other instrument to be delivered by the Stockholders and/or their Subsidiaries at Closing pursuant to Section 3(a) will be duly authorized, executed and delivered by such party and, assuming due authorization, execution and delivery of the agreement by the other parties thereto (other than the Stockholders and their Affiliates), will constitute a meeting or meetings that were duly called valid and held binding obligation of the Stockholders and their Subsidiaries, as applicable, enforceable against the Stockholders and their Subsidiaries, as applicable, in accordance with the Borrower By-Laws its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and at which quorums were present other similar laws affecting creditors’ rights generally and acting throughoutby general principles of equity. (vB) By official The board of directors of each Company (in an action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower by unanimous written consent) has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (Ai) the execution, attestation, delivery and performance of determined that this Loan Agreement and the transactions contemplated hereby; , including the Mergers, are advisable and fair to and in the best interests of, such Company and its stockholder (Bii) adopted this Agreement and the issuance transactions contemplated hereby, including the plan of merger contained in this Agreement and (iii) directed that this Agreement be submitted to the stockholder of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; Company for its approval. (C) the approval Upon receipt of the inclusionStockholder Consents, if such inclusion is deemed necessary in the sole discretion no further vote of the Trust, in holders of any class or series of the Preliminary Official Statement capital stock of any Company is necessary to adopt this Agreement and approve the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and Merger. (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”Section 4(a)(i)(B) of the Securities Stockholders’ Disclosure Schedule sets forth each Designated Subsidiary’s and Exchange Commission (“SEC”) promulgated each NY License-Holder’s name and jurisdiction of incorporation, formation or organization. Each of the Designated Subsidiaries and each NY License-Holder is validly existing and in good standing under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers laws of the Borrower, jurisdiction of its incorporation or formation and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite corporate, partnership or limited liability company power and authority to authorizeown, execute, attest lease and deliver, operate its properties and has duly authorized, executed, attested assets and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation to carry on its business as presently conducted. Each of the Trust, enforceable against the Trust Designated Subsidiaries and each NY License-Holder is duly registered or otherwise qualified to do business as a foreign entity in accordance with its terms, each of this Loan Agreement the jurisdictions in which the nature of its business or the ownership of its assets requires it to be so qualified, except in each case where the failure to be in good standing or so registered or qualified does not have a Material Adverse Effect. (E) The Stockholders have made available to Acquiror complete and the Borrower Bond constitutes a legal, valid and binding obligation correct copies of the Borrowerarticles of incorporation, enforceable against the Borrower in accordance with its respective termsby-laws, except as the enforcement thereof may be affected by bankruptcypartnership agreements, insolvency joint venture agreements and operating agreements or other laws or the application by a court similar organizational documents of legal or equitable principles affecting creditors' rights; each Company, Designated Subsidiary and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsNY License-Holder.

Organization and Authority. (i) The Borrower Company is a corporation duly created organized and validly existing under and pursuant to the Constitution and statutes laws of the StateState of Washington, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, and has all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right requisite corporate power and authority and all necessary licenses and permits required as of the date hereof (i) to own, lease, and operate its properties and maintain its Environmental Infrastructure System, to carry on its activities relating theretobusiness as now being conducted, and (ii) to execute, attest deliver, and deliver perform its obligations under this Loan Agreement, the Warrants, the Registration Rights Agreement and the Borrower BondConvertible Subordinated Debentures, and to consummate the transactions contemplated hereby and thereby. The Company is duly qualified to do business as a foreign corporation and is in good standing in all jurisdictions wherein such qualification is necessary and where failure so to qualify could have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company. The Company has no subsidiaries. The Company has the requisite corporate power and corporate authority to conduct its business as now conducted, to authorize enter into and perform its obligations under this Agreement, the authentication of Registration Rights Agreement, the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Escrow Agreement and the Borrower BondWarrants, authorizing and to issue the Convertible Subordinated Debentures, the Conversion Shares, the Warrants and the Warrant Shares pursuant to their respective terms. The execution, attestation issuance and delivery of this Loan Agreement Agreement, the Registration Rights Agreement, the Escrow Agreement, the Convertible Subordinated Debentures and the Borrower Bond, authorizing Warrants by the sale Company and the consummation by it of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), transactions contemplated hereby have been duly authorized by all necessary corporate action and lawfully adopted no further consent or authorization of the Company or its Board of Directors or stockholders is required. This Agreement, the Registration Rights Agreement, the Escrow Agreement, the Warrants and the Convertible Subordinated Debentures have been duly executed and delivered by the Company and at the Closing shall constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the Business Corporation Law enforcement of, creditors' rights and remedies or by other applicable State law at a meeting or meetings that were equitable principles of general application. The Company has duly called and held validly authorized and reserved for issuance shares of Common Stock sufficient in accordance with number for the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action conversion of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement Convertible Subordinated Debentures and the transactions contemplated hereby; (B) exercise of the Warrants. The Company understands and acknowledges the potentially dilutive effect to the Common Stock of the issuance of the Borrower Bond Conversion Shares and Warrant Shares. The Company further acknowledges that its obligation to issue Conversion Shares and Warrant Shares upon conversion of the Convertible Subordinated Debentures and Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the sale thereof Convertible Subordinated Debentures is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company and notwithstanding the commencement of any case under 11 U.S.C. Section 101 et seq. (the "Bankruptcy Code"). The Company shall not seek judicial relief from its obligations hereunder except pursuant to the Trust upon Bankruptcy Code. In the terms set forth herein; (C) event the approval Company is a debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. Section 362 in respect of the inclusion, if such inclusion is deemed necessary in the sole discretion conversion of the Trust, in the Preliminary Official Statement Convertible Subordinated Debentures and the Official Statement exercise of all statements and information relating the Warrants. The Company agrees, without cost or expense to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof Investors, to take or supplement thereto; and (D) the execution, delivery and due performance of consent to any and all other certificates, agreements and instruments that may be required action necessary to be executed, delivered and performed by effectuate relief under 11 U.S.C. Section 362. See the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute theretodisclosure schedule. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to the Constitution and statutes laws of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State New Jersey law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the TrustState, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s 's board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the TrustState, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “"Proceedings”"), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State New Jersey law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust State upon the terms set forth herein; and (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the TrustState, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust State has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the TrustState, enforceable against the Trust State in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “"Description of Loan” " in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower is a corporation an Entity duly created and validly existing under and pursuant to the Constitution and statutes of the StateState of New Jersey, including including, without limitation, the Business Corporation Borrower Enabling Act, and is subject to the Local Authorities Fiscal Control Law. (ii) The acting officers and officials of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers and officials of such Borrower Borrower, empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer or official who is no longer the duly acting officer or official of such Borrower, all such actions previously taken by such officer are still or official remain in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the TrustI-Bank, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors governing body approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the TrustI-Bank, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), were duly published to the extent required in accordance with all applicable State law, and have been duly and lawfully adopted in accordance with the Business Corporation Borrower Enabling Act, the Local Authorities Fiscal Control Law and all other applicable State law at a meeting or meetings that were duly called pursuant to required public notice and held in accordance with the Borrower By-Laws applicable State law, and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust I-Bank upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the TrustI-Bank, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c217 CFR 240.15c2-12 (“Rule 15c2-12”) of promulgated by the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute theretothereto (“Rule 15c2-12”). (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executedSee Section 2.01(a)(vi) as set forth in Schedule A attached hereto, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate incorporated in all respectsthis Section 2.01(a) by reference as if set forth in full herein.

Organization and Authority. (ia) The Borrower Each of the Company and its Subsidiaries is a corporation duly created organized and validly existing as a corporation, limited liability company or limited partnership, as the case may be, and (other than any Texas limited partnership) in good standing under and pursuant to the Constitution and statutes laws of its jurisdiction of formation. Each of the State, including Company and its Subsidiaries has the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right requisite power and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating theretobusiness as now being conducted and to own, lease and operate its property and assets, and each of the Company and its Subsidiaries is duly qualified or licensed to executedo business and is in good standing in every jurisdiction in which the failure to be so qualified and licensed would reasonably be expected to have a Material Adverse Effect. Section 4.1 of the Disclosure Schedule sets forth the name and state of incorporation of the Company, attest the state of incorporation or formation of each of its Subsidiaries and each state in which each of them is qualified or licensed to do business. (b) Subject to obtaining the requisite approval of the Stockholders, the Company has the requisite power and authority to execute and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project perform its obligations hereunder and to carry out and consummate all the transactions contemplated by this Loan Agreement. (iv) herein. The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement by the Company and the consummation by the Company of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of the Company, subject to obtaining the requisite approval of the Stockholders. The Board of Directors of the Company has adopted a resolution declaring the advisability of, and recommending that the Stockholders adopt, this Agreement. The only Stockholder approval required to approve and adopt this Agreement and the transactions contemplated hereby; hereby is the approval by (Bi) the issuance holders of Preferred Stock, voting separately as a single class, who collectively own of record at least a majority of the Borrower Bond outstanding shares of Preferred Stock, (ii) holders of Common Stock, voting separately as a single class, who collectively own of record at least a majority of the outstanding shares of Common Stock, and (iii) holders of Common Stock and holders of Preferred Stock, voting together as a single class (with each share of Common Stock entitled to one vote and each share of Series A Preferred Stock entitled to one vote for each share of Common Stock issuable upon conversion of the sale thereof to Preferred Stock), who collectively own of record a majority of the Trust upon outstanding shares of Common Stock and Preferred Stock. Except for the terms set forth herein; (C) filing of the Certificate of Merger and the approval of this Agreement by the inclusionStockholders, if such inclusion is deemed necessary in no other corporate proceedings on the sole discretion part of the TrustCompany or the Stockholders are necessary to authorize this Agreement, in perform its obligations hereunder or for the Preliminary Official Statement and the Official Statement of all statements and information relating Company to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by herein. Assuming that the requisite Stockholders’ approval is obtained, this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each has been duly authorized by the Borrower and duly executed, attested validly executed and delivered by Authorized Officers of the BorrowerCompany and, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that this Agreement constitutes the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation agreement of the Trustother parties hereto, constitutes the valid and binding obligations of the Company, enforceable against the Trust Company in accordance with its terms, each of this Loan Agreement terms and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective termsconditions, except as that the enforcement hereof and thereof may be affected limited by (i) applicable bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent conveyance or other laws similar Laws now or the application by hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a court of legal proceeding at law or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsequity.

Organization and Authority. (i) The Borrower Each of the BSC Parties is a corporation duly created and organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and pursuant to the Constitution and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, has all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right necessary corporate power and authority to execute and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure Systemdeliver this Agreement, to carry on out its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project obligations hereunder and to carry out and consummate all the transactions contemplated by this Loan Agreement. (iv) hereby. The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation execution and delivery of this Loan Agreement and the Borrower Bondagreements contemplated hereby (other than the Purchase Agreements) by the BSC Parties, authorizing the sale performance by the BSC Parties of each of their obligations hereunder and thereunder and the consummation by the BSC Parties of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower transactions contemplated hereby and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), thereby have been duly and lawfully adopted in accordance with validly authorized by all requisite action on the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action part of each of the Borrower taken prior to or concurrent with BSC Parties, and no other corporate proceedings on the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance part of the Borrower Bond and BSC Parties are necessary to authorize this Agreement or the sale thereof agreements contemplated hereby (other than the Purchase Agreements) or to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes hereby and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) thereby. This Loan Agreement and the Borrower Bond agreements contemplated hereby (other than the Settlement and Release Agreement and the Purchase Agreements) have each been been, and the Settlement and Release Agreement will be, duly authorized by the Borrower and duly executed, attested validly executed and delivered by Authorized Officers of the BorrowerBSC Parties, and (assuming due authorization, execution and delivery by the Trust and the Stockholders' Representative) this Agreement and the agreements contemplated hereby (other than the Purchase Agreements) constitute, and the Borrower Bond has been duly sold by the Borrower to the TrustSettlement and Release Agreement will constitute, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation obligations of the TrustBSC Parties, enforceable against each of the Trust BSC Parties in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its their respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to the Constitution and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; and (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (ia) The Borrower Target is a corporation duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes laws of the Statestate of California. Each of Target’s Subsidiaries is an entity duly organized, including validly existing and in good standing under the Business Corporation Law. (ii) The acting officers laws of its jurisdiction of organization. Target and its Subsidiaries are duly qualified to do business and are in good standing in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to prevent, materially alter or materially delay, any of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all material transactions contemplated by this Loan Agreement. (iv) The proceedings . Neither Target nor any of its Subsidiaries is in violation of any of the Borrowerprovisions of its Articles of Incorporation or Bylaws or equivalent organizational documents. Except as set forth on Section 3.1 of the Target Disclosure Schedule, Target has no Subsidiaries. With respect to each Subsidiary set forth on Section 3.1 of the Target Disclosure Schedule, Target owns all of the capital stock of each such Subsidiary and there is no other capital stock, ownership right, option, warrant, stock appreciation right, phantom stock right, profit participation right, purchase right, subscription right, conversion right, exchange right, in each case, with respect to such Subsidiary or such Subsidiary’s board assets, or other contract or commitment that could require Target or such Subsidiary to issue, sell, or otherwise cause to become outstanding any capital stock of directors approving any such Subsidiary (contingent or otherwise). Target has all requisite corporate power and authority to enter into this Loan Agreement and to consummate the Borrower Bond, authorizing the execution, attestation transactions contemplated hereby. The execution and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale consummation of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), transactions contemplated hereby have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to authorized by all necessary corporate action to be taken by on the Borrower for: part of Target. The Board of Directors of Target has (Ai) approved this Agreement and the execution, attestation, delivery and performance of this Loan Agreement Merger and the transactions contemplated hereby; (Bii) determined that in its opinion the issuance Merger is in the best interests of the Borrower Bond shareholders of Target and the sale thereof is on terms that are fair to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement theretoshareholders; and (Diii) recommended that the execution, delivery shareholders of Target approve this Agreement and due performance of any the Merger and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, hereby. Target has lawfully solicited and obtained the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes Shareholder Approval and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities such Shareholder Approval is binding and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) irrevocable. This Loan Agreement and the Borrower Bond have each has been duly authorized by the Borrower and duly executed, attested executed and delivered by Authorized Officers of Target and constitutes the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, Target enforceable against the Trust Target in accordance with its terms. The execution and delivery of this Agreement by Target does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit under any provision of the Articles of Incorporation or Bylaws or other organizational documents, as amended, of Target or its Subsidiaries. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (“Governmental Entity”) is required by or with respect to Target or its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (I) the filing of the Agreement of Merger, together with any required certificates, as provided in Section 2.2; (II) compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR”); and (III) compliance with applicable foreign Antitrust Laws. (b) Target and its Subsidiaries each have the corporate power to own its properties and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect. Target has delivered a true and correct copy of the Articles of Incorporation and Bylaws or other charter documents, as applicable, of Target and its Subsidiaries, each as amended to date, to Acquiror. Except for Target’s interest in Target’s Subsidiaries listed in Section 3.1(a) of the Target Disclosure Schedule, neither Target nor any Subsidiary directly or indirectly owns any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. The execution and delivery of this Loan Agreement by Target does not, and the Borrower Bond constitutes a legal, valid and binding obligation consummation of the Borrowertransactions contemplated hereby will not, enforceable against the Borrower conflict with, or result in accordance any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit under any Material Contract, permit, concession, franchise, license, injunction, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency Subsidiaries or other laws any properties or the application by a court assets of legal Target or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsits Subsidiaries.

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to the Constitution and statutes laws of the State, including the Business Corporation Law. (ii) The acting officers officials of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers officials of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer official no longer the duly acting officer official of such Borrower, all such actions previously taken by such officer official are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s 's board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “"Proceedings”"), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws applicable State law and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower Each of the Seller Parties is a corporation duly created and organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and pursuant to the Constitution and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, has all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right necessary corporate power and authority to execute and all necessary licenses deliver this Agreement and permits required as of the date hereof Ancillary Agreements to own, operate and maintain its Environmental Infrastructure Systemwhich it is a party, to carry on out its activities relating theretoobligations hereunder and thereunder, to execute, attest and deliver this Loan Agreement and consummate the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) hereby and thereby. The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation execution and delivery of this Loan Agreement and, as applicable, the Ancillary Agreements by each of the Seller Parties, the performance by the Seller Parties of each of their obligations hereunder and, as applicable, thereunder and the Borrower Bond, authorizing consummation by the sale Seller Parties and their Affiliates of the Borrower Bond to the Trusttransactions contemplated hereby and, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Projectas applicable, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), thereby have been duly and lawfully adopted in accordance with validly authorized by all requisite corporate action on the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action part of each of the Borrower taken prior Seller Parties and their Affiliates, and no other corporate proceedings on the part of any of the Seller Parties or their Affiliates are necessary to or concurrent with the execution and delivery hereof, including, without limitationauthorize this Agreement, the Proceedings, the Borrower has duly authorized, approved and consented Ancillary Agreements or to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreementhereby and thereby. This Agreement has been, includingand, without limitationupon their execution the Ancillary Agreements will have been, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes duly and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested validly executed and delivered by Authorized Officers each of the BorrowerSeller Parties, as applicable, and the Borrower Bond has been duly sold (assuming due authorization, execution and delivery by the Borrower to the TrustPurchaser) this Agreement constitutes, duly authenticated by the trustee or paying agentand, if upon their (and, as applicable, under the Borrower Bond Resolution and duly issued by Company’s) execution the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorizeAncillary Agreements will constitute, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation obligations of the TrustSeller Parties, enforceable against each of the Trust Seller Parties in accordance with their respective terms. SECTION 4.02 Organization and Authority of the Company. At the Closing, the Company will be a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and will have all necessary power and authority to execute and deliver the Ancillary Agreements to which it is a party, to carry out its termsobligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of the Ancillary Agreements to which it is a party, each the performance by the Company of this Loan Agreement its obligations thereunder and the Borrower Bond constitutes consummation by the Company of the transactions contemplated thereby will, at the Closing, have been duly authorized by all requisite action on the part of the Company and its Member, and no other proceedings on the part of the Company and its Member will be necessary to authorize the Ancillary Agreements to which it is a party or to consummate the transactions contemplated thereby. Upon their execution the Ancillary Agreements to which it is a party will have been duly and validly executed and delivered by the Company and upon their execution the Ancillary Agreements will constitute legal, valid and binding obligation obligations of the BorrowerCompany, enforceable against the Borrower Company in accordance with its their respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower Each of Seller and Seller Guarantor, and each Acquired Company, has been duly incorporated or formed, is a corporation duly created and validly existing and is in good standing (where relevant under and pursuant to applicable law) under the Constitution and statutes laws of its jurisdiction of incorporation or formation, with the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof corporate power to own, operate or lease the properties that it purports to own, operate or lease and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, business as now being conducted. Each of Seller and Seller Guarantor has the corporate power to execute, attest and deliver enter into this Loan Agreement and the Borrower Bond, Ancillary Agreements to authorize the authentication of the Borrower Bond, which it is to sell the Borrower Bond to the Trust, to undertake and complete the Project be a party and to carry out and consummate all transactions contemplated by perform its obligations under this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan such Ancillary Agreements. This Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have has been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested executed and delivered by Authorized Officers of the Borrower, Seller and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution Seller Guarantor and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation agreement of the BorrowerSeller and Seller Guarantor, enforceable against the Borrower Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, and no other action on the part of Seller or Seller Guarantor are necessary to authorize this Agreement or the consummation of the transactions contemplated by this Agreement (except with respect to the Pre-Closing Reorganization Transactions). The Ancillary Agreements to be executed and delivered by Seller or Seller Guarantor, when executed and delivered by Seller or Seller Guarantor will be duly authorized, executed and delivered by Seller or Seller Guarantor, as applicable, and will constitute legal, valid and binding agreements of Seller or Seller Guarantor, enforceable against Seller or Seller Guarantor in accordance with their respective terms, except as the enforcement thereof may be affected by subject to bankruptcy, insolvency insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, and no other laws action on the part of Seller or Seller Guarantor are necessary to authorize such Ancillary Agreements or the application consummation of the transactions contemplated by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectssuch agreements.

Organization and Authority. (i) The Borrower 4.1.1 Seller is a corporation limited liability company duly created organized and validly existing under and pursuant to the Constitution and statutes laws of the State, including the Business Corporation Law. (ii) The acting officers State of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actionsDelaware. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, Seller has all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right requisite limited liability company power and authority and all necessary licenses and permits required as of the date hereof to own, operate or lease its properties relating to the Rhofade Business and maintain its Environmental Infrastructure Systemto conduct the Rhofade Business in the manner and in places where such properties are owned, operated or leased and where the Rhofade Business is currently conducted by Seller. Seller is duly licensed and qualified to do business and, where applicable, in good standing in each jurisdiction in which their respective properties relating to the Rhofade Business are owned, operated or leased or the operation of the Rhofade Business makes such licensing or qualification to do business necessary, except where failure to be so licensed or qualified has not, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 4.1.2 Seller has all necessary limited liability company power and authority to enter into, execute and deliver this Agreement and each other Transaction Document to which it is, or is specified to be, a party, to carry on out its activities relating theretoobligations hereunder and thereunder, and to executeconsummate the Contemplated Transactions. Each Affiliate of Seller that is specified to be a party to any other Transaction Document has all necessary corporate or limited liability company power and authority to enter into, attest execute and deliver this Loan Agreement and the Borrower Bondeach such Transaction Document, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out its obligations thereunder, and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated thereby. The execution and delivery by Seller of this Loan Agreement, includingand by Seller and each other Affiliate of Seller of each other Transaction Document to which such party is, without limitationor is specified to be, a party, the designation performance by Seller and the other applicable Affiliates of Seller of their respective obligations hereunder and thereunder and the consummation by Seller and each of the Borrower Appendices portion other applicable Affiliates of Seller of the Preliminary Official Statement, if any, as “deemed final” for transactions contemplated thereby have been authorized by all requisite corporate action or limited liability company action on the purposes part of Seller and within the meaning each such other Affiliate of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) Seller. This Loan Agreement and the Borrower Bond have each has been duly authorized by the Borrower and duly executed, attested executed and delivered by Authorized Officers Seller and, as of the BorrowerClosing, each other Transaction Document to which Seller or any other Affiliate of Seller is, or is specified to be, a party will be duly executed by Seller and each such other Affiliate of Seller, and, assuming the due authorization, execution and delivery by Buyer and its Affiliates, as applicable, and, as the case may be, the other parties thereto, this Agreement is, and the Borrower Bond has been duly sold by the Borrower to the Trusteach such other Transaction Document will be, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the BorrowerSeller and each other Affiliate of Seller party thereto, enforceable against the Borrower such party in accordance with its respective terms, except as subject to the enforcement thereof may be affected by effects of bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and other similar Applicable Laws relating to or other laws or the application by a court of legal or affecting creditors’ rights generally and general equitable principles affecting creditors' rights; and (the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsEnforceability Exceptions”).

Organization and Authority. (ia) The Borrower Company and each of its subsidiaries is a corporation corporation, partnership, limited liability company or other entity duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes laws of the State, including the Business Corporation Law. (ii) The acting officers jurisdiction of the Borrower who are contemporaneously herewith performing its organization and has all requisite corporate or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right other power and authority and all necessary licenses and permits required as of the date hereof to own, lease or operate its properties and maintain its Environmental Infrastructure System, assets and to carry on its activities relating theretobusiness as now being conducted. The Company and each of its subsidiaries is duly qualified to do business and in good standing and is duly licensed, authorized or qualified to executetransact business in each jurisdiction in which the property owned, attest leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing has not had a Material Adverse Effect. (b) The Company has all necessary corporate power and authority (i) to execute and deliver this Loan Agreement and the Borrower Bondother Transaction Documents, (ii) to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by perform its obligations under this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; Transaction Documents and (Diii) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan AgreementAgreement and the other Transaction Documents, includingsubject, without limitation, in the designation case of the Borrower Appendices portion preceding clauses (ii) and (iii), to the receipt of Requisite Stockholder Approval in respect of the Preliminary Official Statementconsummation of the transactions contemplated by the other Transactions Documents to the extent that Requisite Stockholder Approval is required therefor. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been, if anyor prior to the Closing will be, as “deemed final” duly authorized by all necessary corporate actions on the part of the Company, and except for the purposes and within Requisite Stockholder Approval, no other corporate actions or proceedings on the meaning of Rule 15c2-12 (“Rule 15c2-12”) part of the Securities and Exchange Commission (“SEC”) promulgated under Company are necessary to authorize this Agreement or the Securities Exchange Act of 1934, as amended Transaction Documents or supplemented, including any successor regulation for the Company to consummate the transactions contemplated hereby or statute theretothereby. (vic) This Loan Agreement and the Borrower Bond have each has been duly authorized by the Borrower and duly executed, attested validly executed and delivered by Authorized Officers of the BorrowerCompany and (assuming due authorization, execution and the Borrower Bond has been duly sold delivery by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond JLL) constitutes a legal, valid and binding obligation of the BorrowerCompany, enforceable against the Borrower Company in accordance with its respective terms, except as the enforcement thereof may be affected subject to limitations imposed by bankruptcy, insolvency or fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or the application by a court of legal or equitable principles affecting creditors' rights; rights generally and general equitable principles. Upon execution and delivery thereof, each of the information contained under “Description other Transaction Documents will have been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by any other parties thereto) will constitute a legal, valid and binding obligation of Loan” the Company, enforceable against the Company in Exhibit A-2 attached hereto accordance with its terms, subject to limitations imposed by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and made a part hereof is true other laws relating to or affecting creditors' rights generally and accurate in all respectsgeneral equitable principles.

Organization and Authority. (i) The Borrower Company is a corporation duly created organized, validly existing, and validly existing in good standing under and pursuant to the Constitution and statutes laws of the StateState of California and has all requisite corporate power and authority to conduct its business and own its properties as now conducted and owned. The Company is duly qualified or licensed and in good standing as a foreign corporation, including and has at all times when legally required been so qualified or licensed and in good standing, and has at all times when legally required been so qualified or licensed and in good standing, in those states listed on the Business Corporation Law. (ii) The acting officers Company Disclosure Schedule, which are the only jurisdictions in which the property owned, leased or operated by it or the nature of the Borrower who are contemporaneously herewith performing business conducted by it would cause a failure to be so qualified or licensed to have previously performed any action contemplated in this Loan Agreement either are or, at a material adverse effect on the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution business of the Borrower Company. The Company has duly filed so-called "d/b/a certificates" (or the equivalent thereof) in those jurisdictions listed on the Disclosure Schedule, which are the only jurisdictions in which the property owned, leased or operated by it or the nature of the business conducted by it would cause a failure to perform such actionsso file to have a material adverse effect on the business of the Company. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower Company has full legal right power and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest execute and deliver this Loan Agreement and to consummate the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) hereby and perform its obligations hereunder. The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation execution and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale consummation of the Borrower Bond to transactions contemplated hereby by the Trust, authorizing Company and the authentication performance of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), Company's obligations hereunder have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at validly authorized by a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action unanimous vote of the Borrower taken prior to or concurrent with Board of Directors of the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement Company and the transactions contemplated hereby; (B) Stockholders, and no other corporate proceedings on the issuance part of the Borrower Bond and the sale thereof Company are necessary to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating authorize this Agreement or to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions so contemplated by this Loan Agreement, including, without limitation, or to perform the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) Company's obligations hereunder. This Loan Agreement and the Borrower Bond have each has been duly authorized by the Borrower and duly executed, attested validly executed and delivered by Authorized Officers of the Borrower, Company and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, Company enforceable against the Borrower it in accordance with its respective terms, except as the enforcement thereof may be affected limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws or the application by a court affecting enforcement of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsrights generally.

Organization and Authority. (i) The Borrower is a corporation Local Government Unit duly created and validly existing under and pursuant to the Constitution and statutes of the State, including the Business Corporation Law. (ii) The acting officers or officials of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers or officials of such Borrower empowered by applicable State law and, if applicable, authorized by ordinance or resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer or official no longer the duly acting officer or official of such Borrower, all such actions previously taken by such officer are still or official remain in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure Systemthe Project, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the TrustI- Bank, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors governing body approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower I-Bank and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution Project (collectively, the “Proceedings”)) were duly published in accordance with all applicable State law, and have been duly and lawfully adopted in accordance with the Business Corporation Law Borrower Enabling Act and other applicable State law at a meeting or meetings that were duly called pursuant to required public notice and held in accordance with the Borrower By-Laws applicable State law and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust I-Bank upon the terms set forth herein; (C) if applicable, the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the TrustI-Bank, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” the applicable Appendix or Appendices thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitationlimitation and if applicable, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-15c2- 12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond Xxxx has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution I-Bank and duly issued by the Borrower in accordance with the terms of the Borrower Bond ResolutionBorrower; and assuming that the Trust I-Bank has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the TrustI-Bank, enforceable against the Trust I-Bank in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' ’ rights; and (vii) and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower JBBW is a corporation duly created organized and validly existing under and pursuant to the Constitution and statutes laws of the State, including the Business Corporation Law. (ii) The acting officers State of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, Delaware and has all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right necessary power and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating theretobusiness as presently conducted and as currently contemplated to be conducted. JBBW is duly qualified to do business in all jurisdictions where it presently conducts business except where failure to be so qualified would not have a Material Adverse Effect on JBBW. Except as set forth in Section 4.02(a) of the Beam Disclosure Schedule, JBBW has all necessary power and authority to execute, attest and deliver enter into this Loan Agreement and the Borrower Bondother Basic Agreements to which it will become a party as contemplated hereby, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out its obligations hereunder and thereunder and to consummate all the transactions contemplated by this Loan Agreement. (iv) The proceedings hereby and thereby. JBBCo. is a corporation duly organized and validly existing under the laws of the Borrower’s board State of directors approving Delaware and has all necessary power and authority to carry on its business as presently conducted and as currently contemplated to be conducted. JBBCo. has all necessary power and authority to enter into this Loan Agreement and the Borrower Bondother Basic Agreements to which it will become a party, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to out its obligations hereunder and thereunder and consummate the transactions contemplated by hereby and thereby. The execution and delivery of this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond other Basic Agreements to which it will become a party as contemplated hereby by each of JBBW and JBBCo., the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby have each been duly authorized by the Borrower and all requisite action. This Agreement has been duly executed, attested executed and delivered by Authorized Officers each of JBBW and JBBCo. and (assuming due authorization, execution and delivery by the Borrowerother Persons signatory hereto) this Agreement constitutes, and the Borrower Bond has been duly sold by the Borrower upon execution and delivery thereof each other Basic Agreement to the Trustwhich it will become a party will constitute, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, each of JBBW and JBBCo. enforceable against the Borrower it in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower Seller, each of the Acquired Companies and each of the Selling Subsidiaries has been duly incorporated or formed, is a corporation duly created and validly existing and is in good standing under and pursuant to the Constitution and statutes laws of its jurisdiction of incorporation or formation, with the State, including the Business Corporation Law. requisite power (iicorporate or otherwise) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate or lease the properties that it purports to own, operate or lease and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest business as now being conducted. Seller and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication each of the Borrower BondSelling Subsidiaries has the full power (corporate or otherwise) and authority to enter into this Agreement or the Ancillary Agreements, to sell as the Borrower Bond to the Trustcase may be, to undertake and complete the Project and to carry out perform its obligations hereunder and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan thereunder. This Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have has been duly authorized, executed and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the delivered by Seller and, assuming due authorization, execution and delivery hereofby Buyer, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation agreement of the BorrowerSeller, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by subject to bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, and no other laws proceedings on the part of Seller are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. At Closing, the Ancillary Agreements will be duly authorized, executed and delivered by the Seller or one or more Selling Subsidiaries, as applicable, and, assuming due authorization, execution and delivery by Buyer, will constitute legal, valid and binding agreements of the Seller or the application by a court Selling Subsidiaries, as applicable, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of legal general applicability relating to or equitable principles affecting creditors' rights; ’ rights and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsto general equity principles.

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to Each Transferor has the Constitution and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorizeenter into this Agreement, execute, attest to carry out its obligations hereunder and deliverto consummate the Transaction. This Agreement has been duly executed and delivered by each Transferor, and has duly authorized(assuming due authorization, executed, attested execution and delivered, delivery by the other Parties hereto) this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, each Transferor enforceable against the Borrower each Transferor in accordance with its respective terms. (a) If such Transferor is an entity, such Transferor is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. Such Transferor has the requisite organizational power and authority, if applicable, and capacity to execute this Agreement and the Transaction Documents to which such Transferor is a party, perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance by such Transferor of this Agreement and the Transaction Documents to which such Transferor is a party and the consummation of the transactions have been duly and validly authorized by all necessary action on the part of such Transferor and such authorization has not been subsequently modified or rescinded. (b) This Agreement has been, and, upon their execution and delivery, the Transaction Documents to which such Transferor is a party shall have been, duly and validly executed and delivered by such Transferor and constitutes, and upon their execution, the Transaction Documents to which such Transferor is a party shall constitute, assuming due authorization, execution and delivery of this Agreement and the applicable Transaction Documents by the other parties thereto, a legal, valid and binding legal obligation of such Transferor, enforceable against such Transferor in accordance with the terms hereof and thereof, in each case, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ right and remedies. (c) The information set forth on Schedule I hereto with respect to such Transferor’s Units and, if any, Options, in the Company is true, accurate and complete and such Transferor has no other equity interests or rights to additional equity interests in the Company that are not set forth on Schedule I. Such Transferor is the sole and beneficial owner of the Units set forth opposite its name on Schedule I, with good and marketable title thereto, free and clear of any Encumbrances (except as to any community property interest, with respect to which any required consent has been obtained) and there are no Contracts to which such Transferor is a party that create, or with the enforcement thereof may be affected by bankruptcypassage of time would create, insolvency an Encumbrance thereon or other laws or otherwise restrict the application by a court sale and transfer of legal or equitable principles affecting creditors' rights; such Units (including any Units issued due to the vesting of the Options immediately prior to the Closing) to ParentCo. Upon transfer of the Units to ParentCo in accordance with the Unit Exchange, ParentCo shall acquire good and the information contained under “Description marketable title to such Units and Options free and clear of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsany Encumbrances.

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to the Constitution and statutes of the StateState of New Jersey, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State New Jersey law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer official are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the TrustState, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s 's board of directors approving this Loan Agreement and the Borrower Bond, authorizing has taken all necessary action to authorize the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing State and the authentication Borrower's undertaking and completion of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the The Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust State upon the terms set forth herein; and (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond ResolutionState; and assuming that the Trust State has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the TrustState, enforceable against the Trust State in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “"Description of Loan” " in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower Each of the Borrowers and the Guarantor is a corporation duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes laws of the Statestate of its incorporation, including the Business Corporation Law. (ii) The acting officers and has all requisite power and authority to execute, deliver and perform this Agreement and all of the Borrower who are contemporaneously herewith performing or have previously performed any action documents executed in connection with the Loans, to consummate the transactions contemplated in this Loan the Merger Agreement either are orand the Subordinated Note Purchase Agreement, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower and to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force own and effect. (iii) The Borrower has full legal right operate its properties and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) business as now conducted. The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement Agreement, the Notes and the transactions contemplated hereby; (B) other Loan Documents have been duly authorized by the issuance of the Borrower Bond Borrowers and the sale thereof to the Trust upon the terms set forth hereinGuarantor by all necessary corporate actions; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Merger Agreement and the Borrower Bond have each been duly authorized by the Borrower Company, HPAC, the Guarantor and duly executedthe Guarantor's Parent; the execution, attested delivery and delivered by Authorized Officers performance of the Subordinated Note Purchase Agreement have been duly authorized by the Guarantor; there is no prohibition, either in law, in its certificate of incorporation, bylaws or other organizational documents, or in any order, writ, injunction or decree of any court or arbitrator presently in effect having applicability to any Borrower, and the Borrower Bond has been duly sold Guarantor or the Guarantor's Parent which in any way prohibits or would be violated by the Borrower to execution and performance of this Agreement, the TrustNotes, duly authenticated by the trustee other Loan Documents, the Merger Agreement, the Subordinated Note Purchase Agreement or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower Subordinated Note in accordance with the terms of the Borrower Bond Resolutionany respect; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this the Notes, the other Loan Agreement is Documents, the legalMerger Agreement, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Subordinated Note Purchase Agreement and the Borrower Bond constitutes a legalSubordinated Note are and will be valid, valid binding and binding obligation enforceable obligations of the BorrowerBorrowers and the Guarantor, enforceable against the Borrower in accordance with its respective termsas applicable, except as the enforcement thereof may be affected limited by bankruptcy, insolvency or other similar laws or affecting the enforcement of creditors' rights generally and except to the extent enforcement thereof may be limited by the application by of general principles of equity. Immediately prior to the consummation of the Merger, the Guarantor owned beneficially and of record at least eighty percent (80%) of the issued and outstanding shares of capital stock of HPAC. As of the date hereof, as a court result of legal the completion of the Merger, the Guarantor owns beneficially and of record at least eight percent (80%) of the issued and outstanding shares of capital stock of the Company. The Company owns beneficially and of record all of the issued and outstanding shares of capital stock of CMI. CMI owns beneficially and of record all of the issued and outstanding shares of capital stock of CHSI, MNRMI and MNEI. As of the date hereof, the Guarantor does not have any direct or equitable principles affecting creditors' rights; indirect subsidiaries other than the Borrowers and HPAC. Schedule 5.1 attached hereto contains a complete and correct list of all of the Company's Subsidiaries and of the Company's and the information contained under “Description Guarantor's directors and senior officers, in each case after giving effect to the consummation of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsthe Merger.

Organization and Authority. No Conflicts; No Consents. (i) The Borrower Seller is a corporation duly created and incorporated, validly existing and in good standing under the laws of Illinois. Seller has all requisite corporate power and pursuant authority to enter into this Agreement and the Constitution other agreements, documents and statutes instruments contemplated hereby to be executed and delivered by Seller at the Closing and to consummate the transactions contemplated hereby and thereby. All corporate acts and proceedings required to be taken by Seller in order to authorize the execution, delivery and performance of this Agreement and the other agreements, documents and instruments contemplated hereby to be executed and delivered by Seller at the Closing and the consummation of the Statetransactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Seller and each of the other agreements, including documents and instruments contemplated hereby to be executed and delivered by Seller at the Business Corporation LawClosing, when so executed and delivered, shall have been duly executed and delivered by Seller and this Agreement constitutes, and each of the other agreements, documents and instruments contemplated hereby to be executed and delivered by Seller at the Closing, when so executed and delivered, shall constitute, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, except as such enforcement may be limited by the application of bankruptcy, moratorium and other laws affecting creditors’ rights generally and as such enforcement may be limited by the availability of specific performance and the application of equitable principles. (ii) The acting officers Except as set forth on Schedule 4(a)(ii), assuming that all consents, approvals, authorizations and other actions set forth on Schedule 4(a)(iii) have been obtained and all filings and notifications set forth on Schedule 4(a)(iii) have been made, the execution, delivery and performance of this Agreement and any other agreements contemplated hereby by the Seller do not and will not (a) conflict with, violate or result in the breach of any provision of the Borrower who are contemporaneously herewith performing charter or have previously performed by-laws (or similar organizational documents) of Seller, (b) in any action contemplated material respect, conflict with or violate any Laws or governmental order applicable to Seller or any of its respective assets, properties or businesses, or (c) conflict with, result in this Loan Agreement either are any breach of or, at constitute a default (or event which, with the time giving of notice or lapse of time, or both, would become a default) under, require any such action was performedconsent under, were or give to others any rights of termination, amendment or acceleration of, or result in the duly appointed creation of any Lien on any of the material assets of Seller or elected officers the loss of any right pursuant to, any material contract, agreement, lease, license, permit or other instrument, or any award writ, decree, judgment or ruling, in each case, to which Seller is subject or to which Seller is a party or by which any of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effectassets is bound or affected. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions other agreements contemplated hereby; (B) the issuance of the Borrower Bond hereby by Seller do not and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusionwill not require any material consent, if such inclusion is deemed necessary in the sole discretion of the Trustapproval, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and authorization or other order of, action by, filing or registration with or notification to, any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective termsgovernmental authority, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsset forth on Schedule 4(a)(iii).

Organization and Authority. HSS and the HSS Subsidiaries are companies duly organized, validly existing and in good standing under the laws of the jurisdiction of their formation and have full corporate power and authority to conduct the Business as it was conducted prior to Closing and to own or lease all of their properties and assets. HSS and each of the HSS Subsidiaries is duly qualified or licensed to do business as a foreign corporation, and is in good standing as a foreign corporation, in every jurisdiction in which the ownership of its property or assets or the conduct or nature of the Business requires such qualification or license, and Schedule 0.1 sets forth a true and complete list of all such jurisdictions. HSS and each of the HSS Subsidiaries has previously delivered to the Purchaser true and complete copies of their Certificates of Incorporation and Bylaws (ior their equivalents) as in effect on Closing. The Borrower Corporate Shareholder is a corporation company duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes laws of the State, including jurisdiction of its formation. HSS and the Business Corporation Law. (ii) The acting officers of Corporate Shareholder have the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right requisite corporate power and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest deliver and deliver perform this Loan Agreement and the Borrower Bond, such other documents as are contemplated hereunder to authorize the authentication of the Borrower Bond, to sell the Borrower Bond be executed and delivered at or prior to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) Closing. The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance by HSS and the Corporate Shareholder of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond Ancillary Agreements and the sale thereof to the Trust upon the terms set forth herein; (C) the approval consummation of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes hereby and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond thereby have each been duly authorized by all necessary corporate action on the Borrower and duly executed, attested and delivered by Authorized Officers part of the Borrower, HSS and the Borrower Bond has been duly sold Corporate Shareholder. This Agreement constitutes a valid and, assuming due execution and delivery by the Borrower to the TrustPurchaser, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of HSS and the TrustCorporate Shareholder, enforceable against HSS and the Trust Corporate Shareholder in accordance with its terms, each subject to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally, and to general equitable principles. Upon execution and delivery of this Loan Agreement and the Borrower Bond constitutes a legalAncillary Agreements by the parties thereto, such Ancillary Agreements will constitute valid and binding obligation obligations of HSS and the BorrowerCorporate Shareholder, enforceable against HSS and the Borrower Corporate Shareholder in accordance with its their respective terms, except as the enforcement thereof may be affected by subject to applicable bankruptcy, insolvency insolvency, moratorium, reorganization or other similar laws or the application by a court of legal or equitable principles affecting creditors' rights; rights generally, and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsto general equitable principles.

Organization and Authority. (ia) The Borrower Seller is duly organized, validly existing and in good standing under the Laws of the State of its formation. Seller has all necessary corporate power and authority to enter into this Agreement and the Ancillary Documents to which Seller is a corporation duly created and validly existing under and pursuant to the Constitution and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure Systemparty, to carry on out its activities relating thereto, to execute, attest obligations hereunder and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project thereunder and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Loan Agreement, including, without limitationAgreement and any Ancillary Document to which Seller is a party, the designation performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes transactions contemplated hereby and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond thereby have each been duly authorized by all requisite corporate action on the Borrower part of Seller. This Agreement and each Ancillary Document to which Seller is a party has been duly executed, attested executed and delivered by Authorized Officers of the BorrowerSeller, and the Borrower Bond has been duly sold (assuming due authorization, execution and delivery by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the Buyer) shall constitute legal, valid and binding obligation obligations of the Trust, Seller enforceable against the Trust Seller in accordance with their respective terms. (b) The Company is duly organized, validly existing and in good standing under the Laws of the State of its termsformation. The Company has all necessary limited liability company power and authority to enter into the Ancillary Documents to which the Company is a party, each to carry out its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Loan Agreement any Ancillary Document to which the Company is a party, the performance by the Company of its obligations thereunder, and the Borrower Bond constitutes consummation by the Company of the transactions contemplated thereby shall (as of the Closing) have been duly authorized by all requisite limited liability company action on the part of Seller, the Shareholder or the Company. Each Ancillary Document to which the Company will be a party shall (as of the Closing) have been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Buyer) shall constitute legal, valid and binding obligation obligations of the Borrower, Company enforceable against the Borrower Company in accordance with its their respective terms. (c) The Shareholder has the requisite legal capacity, except as right and authority to execute and deliver this Agreement and any Ancillary Document to which the enforcement thereof may be affected Shareholder is party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement and each Ancillary Document to which the Shareholder is a party have been duly executed and delivered by bankruptcythe Shareholder, insolvency or other laws or and (assuming due authorization, execution and delivery by Buyer) constitute legal, valid and binding obligations of the application by a court of legal or equitable principles affecting creditors' rights; and Shareholder enforceable against the information contained under “Description of Loan” Shareholder in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectsaccordance with their respective terms.

Organization and Authority. (i) The Borrower is a corporation an Entity duly created and validly existing under and pursuant to the Constitution and statutes of the StateState of New Jersey, including including, without limitation, the Business Corporation Borrower Enabling Act, and is subject to the Local Authorities Fiscal Control Law. (ii) The acting officers and officials of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers and officials of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer or official who is no longer the duly acting officer or official of such Borrower, all such actions previously taken by such officer are still or official remain in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the TrustState, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors governing body approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the TrustState, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”)) were duly published to the extent required in accordance with all applicable State law, and have been duly and lawfully adopted in accordance with the Business Corporation Law Borrower Enabling Act and all other applicable State law at a meeting or meetings that were duly called pursuant to required public notice and held in accordance with the Borrower By-Laws applicable State law, and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust State upon the terms set forth herein; and (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executedSee Section 2.01(a)(vi) as set forth in Schedule A attached hereto, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate incorporated in all respectsthis Section 2.01(a) by reference as if set forth in full herein.

Organization and Authority. (i) The Borrower Litronic is a corporation duly created organized, -------------------------- validly existing, and validly existing in good standing under and pursuant to the Constitution and statutes laws of the State, including the Business Corporation Law. State of California and has all requisite corporate power and authority to (i) carry on its business as currently conducted by it and (ii) The acting officers own, lease and operate its properties. Litronic is duly qualified or licensed and in good standing as a foreign corporation, and has at all times when legally required been so qualified or licensed and in good standing, in those states listed on the Litronic Disclosure Schedule, which are the only jurisdictions in which a failure to be so qualified or licensed would, in the aggregate, have a Material Adverse Effect on the business of Litronic or the nature of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered business conducted by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actionsit. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower Litronic has full legal right power and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest execute and deliver this Loan Agreement, the Reorganization Agreement and the Borrower Bond, each other agreement and instrument to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake be executed and complete the Project delivered by it pursuant hereto and to carry out and consummate all the transactions contemplated by this Loan Agreement. (iv) hereby and perform its obligations hereunder. The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation execution and delivery of this Loan Agreement and the Borrower Bond, authorizing Reorganization Agreement and the sale consummation of the Borrower Bond to transactions contemplated hereby by Litronic and the Trust, authorizing the authentication performance of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), Litronic's obligations hereunder have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at validly authorized by all corporate actions including a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action unanimous vote of the Borrower taken prior Board of Directors of Litronic, and no other corporate proceedings on the part of Litronic are necessary to authorize this Agreement or concurrent with the execution and delivery hereof, including, without limitation, Reorganization Agreement or to consummate the Proceedings, the Borrower has duly authorized, approved and consented transactions so contemplated or to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan perform Litronic's obligations hereunder. This Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Reorganization Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested validly executed and delivered by Authorized Officers of the Borrower, Litronic and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes constitute a legal, valid and binding obligation of the Borrower, Litronic enforceable against the Borrower it in accordance with its respective terms, except as the enforcement thereof may be affected limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws or the application by a court affecting enforcement of legal or equitable principles affecting creditors' rights; rights generally and subject to the information contained under “Description rules of Loan” in Exhibit A-2 attached hereto law governing specific performance, injunctive relief and made a part hereof is true other equitable remedies ("Equitable Principles"). True and complete copies of the Articles of Incorporation of Litronic and all amendments thereof, and of the Bylaws, as amended to date, have heretofore been forwarded to Pulsar. Litronic's minute books contain complete and accurate records of all meetings of Litronic's stockholders and Board of Directors or written consents in all respectslieu thereof through the date of this Agreement.

Organization and Authority. (i) The Borrower Such Seller has been duly organized and is a corporation duly created and validly existing under the laws of the state of its formation, and pursuant to the Constitution and statutes extent such Seller’s Property is located in a state other than such state of formation, then such Seller is duly authorized to do business in the Statestate in which its Property is located. Such Seller has the full right, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right power and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver enter into this Loan Agreement and the Borrower BondSeller Closing Documents to which it will be a party and, to authorize subject, in the authentication case of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated affirmative vote (in person or by this Loan Agreement. (ivproxy) The proceedings of a majority of the Borrower’s board votes cast by the holders of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale a majority of the Borrower Bond to the Trust, authorizing the authentication outstanding shares of beneficial interest without par value of the Borrower Bond on behalf Trust present (in person or represented by proxy) at a duly called meeting of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution such holders (collectively, the “ProceedingsTrust Shareholder Approval”), to consummate or cause to be consummated the Transactions, and (other than the Trust Shareholder Approval) all such actions have been duly and lawfully adopted in accordance with validly authorized by such Seller. The Trust Shareholder Approval is the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action only vote of the Borrower taken prior to holders of any class or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance series of this Loan Agreement and the transactions contemplated hereby; (B) the issuance voting securities of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered approve and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by adopt this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, Transactions. The person signing this Agreement and the Borrower Bond has been duly sold Seller Closing Documents and all other agreements, documents and instruments required to be signed by the Borrower such Seller pursuant to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of this Agreement, on behalf of such Seller is (or at the Borrower Bond Resolution; time it signs such agreements, documents and assuming that the Trust has all the requisite power and authority instruments will be) authorized to authorize, execute, attest and deliverdo so, and has duly authorized, executed, attested and delivered, this Loan Agreement, the Seller Closing Documents and assuming further that this Loan Agreement is such other agreements, documents and instruments, do or (when executed) will constitute the legal, valid and binding obligation obligations of the Trust, such Seller and are or (when executed) will be enforceable against the Trust such Seller in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective their terms, except as the enforcement thereof such enforceability may be affected by applicable bankruptcy, insolvency or other similar laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects’ rights generally.

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to the Constitution and statutes laws of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s 's board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “"Proceedings”"), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower UPC is a corporation naamloze vennootschap company -------------------------- duly created organized and validly existing under the laws of The Netherlands and pursuant to the Constitution and statutes of the State, including the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, has all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right necessary power and authority to enter into its Relationship Agreement with chello, this Agreement and all necessary licenses the other Basic Agreements to which it will become a party as contemplated hereby, to carry out its obligations hereunder and permits required thereunder and to consummate the transactions contemplated hereby and thereby. chello Holdings will be a commanditaire vennootschap which as of the date hereof Closing shall be duly organized and validly existing under the laws of The Netherlands and shall have all necessary power and authority to own, operate enter into this Agreement and maintain its Environmental Infrastructure Systemthe other basic Agreements to which it is a party, to carry on out its activities relating thereto, to execute, attest obligations hereunder and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to thereunder and consummate the transactions contemplated by this Loan Agreementhereby and thereby. UGC is a corporation duly organized, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes validly existing and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated in good standing under the Securities Exchange Act laws of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the BorrowerDelaware, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite necessary power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and deliveredenter into its Relationship Agreement with chello, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes other Basic Agreements to which it will become a party as contemplated hereby, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of its Relationship Agreement with chello (in the case of UPC and UGC), this Agreement and the other Basic Agreements to which it will become a party as contemplated hereby by each of chello Holdings, UPC and UGC, the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby have been (or, with respect to chello Holdings, shall be) duly authorized by all requisite action on its part. Each of its Relationship Agreement with chello (in the case of UPC and UGC) and this Agreement has been duly executed and delivered by each of chello Holdings, UPC and UGC and (assuming due authorization, execution and delivery by the other Persons signatory hereto) each of its Relationship Agreement with chello (in the case of UPC and UGC) and this Agreement constitutes, and upon execution and delivery thereof each other Basic Agreement to which it will become a party will constitute, a legal, valid and binding obligation of the Borrowereach of chello Holdings, UPC and UGC enforceable against the Borrower it in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (i) The Borrower Purchaser is a corporation duly created organized and validly existing in good standing under and pursuant to the Constitution and statutes laws of the State, including Federal Republic of Germany. The Purchaser has the Business Corporation Law. (ii) The acting officers of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, corporate power to execute, attest deliver and deliver perform this Loan Agreement and the Borrower BondEscrow Agreement and the documents, agreements and certificates executed and delivered by the Purchaser in connection herewith and therewith. The Purchaser has taken all action required by law, its certificate of incorporation, its by-laws or otherwise to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation execution and delivery of this Loan Agreement and the Borrower BondEscrow Agreement, authorizing and the sale of the Borrower Bond to the Trustdocuments, authorizing the authentication of the Borrower Bond on behalf of the Borrower agreements and authorizing the Borrower to undertake certificates executed and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken delivered by the Borrower for: (A) the executionPurchaser in connection herewith and therewith, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) except for obtaining the approval of the inclusionboard of directors of Volt Information Sciences Inc. and/or the board of managers of Volt Delta Resources LLC which is required for this Agreement to be binding on Purchaser and required for the guarantee of either Volt Information Sciences Inc. or Volt Delta Resources LLC. Purchaser agrees to submit this Agreement for approval to said boards on or before November 17, 2005, and if approved by one or both of those boards to notify Seller by delivery of a Secretary or Assistant Secretary Certificate certifying such approval at which time, if approved, this Agreement will become binding on Purchaser. If Purchaser does not deliver such inclusion a certificate to Seller on or before 5 p.m. Munich Time on November 20, 2005, Seller has the right to rescind this Agreement. The Escrow Agent is deemed necessary in committed to establish the sole discretion Escrow Account by November 17, 2005. The execution and delivery of the Trust, in the Preliminary Official Statement this Agreement and the Official Statement Escrow Agreement does not, and the consummation of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreementhereby and thereby will not, including, without limitation, the designation violate any provision of the Borrower Appendices portion certificate of incorporation or by-laws of the Preliminary Official StatementPurchaser, if anyor any provision of any agreement, as “deemed final” for instrument, order, judgment or decree to which the purposes and within the meaning of Rule 15c2Purchaser is a party or by which it is bound. Approval from lenders to Volt Information Sciences, Inc. must be obtained. VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES EXHIBIT 10.6 SALE AND PURCHASE AGREEMENT AMONG BLITZ 05-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934282 GMBH, as amended or supplemented, including any successor regulation or statute theretoVARETIS AG AND VARETIS SOLUTIONS GMBH. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.

Organization and Authority. (ia) The Borrower is a corporation duly created execution and validly existing under and pursuant to the Constitution and statutes delivery of the StateNote, including this Agreement, the Business Corporation LawDeed of Trust and the other Loan Documents have been duly authorized and there is no provision in Borrower's organizational documents, as amended, requiring further consent for such action by any other Person that has not been obtained. (iib) The acting officers Borrower is duly organized, validly existing and in good standing under the laws of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers state of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effectits formation. (iiic) The Borrower has full legal right and authority and all necessary licenses franchises, licenses, authorizations, registrations, permits and permits required as of the date hereof to own, operate approvals and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite full power and authority to authorizeown and operate its properties, execute, attest and deliverincluding the Mortgaged Property, and has carry on its business as now conducted in each jurisdiction where Borrower conducts its business. (d) The execution and delivery of and performance of its obligations under the Loan Documents: (i) will not result in Borrower being in default under any provision of its organizational documents, as amended, any court order, or any mortgage, deed of trust or other agreement to which it is a party; and (ii) do not require the consent of or any filing with any governmental authority, except for the filing of Uniform Commercial Code Financing Statements and customary permits and approvals required to be obtained after the date of this Agreement in the ordinary course of Borrower's ownership and operation of the Mortgaged Property. (e) All necessary and required actions have been duly authorized, executed, attested taken by and delivered, this on behalf of Borrower to make and constitute the Loan AgreementDocuments, and assuming further that this the Loan Agreement Documents to which Borrower and/or Indemnitor is the a party constitute, legal, valid and binding obligation obligations of Borrower and Indemnitor, as the Trustcase may be, enforceable against Borrower and Indemnitor, as the Trust case may be, in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its their respective terms, except as subject only to the enforcement thereof may be affected by application of bankruptcy, insolvency insolvency, reorganization, moratorium or other laws or the application by a court of legal or equitable principles affecting creditors' rights; rights generally and the information contained under “Description general principles of Loan” equity (regardless of whether such enforceability is considered in Exhibit A-2 attached hereto and made a part hereof is true and accurate proceeding in all respectsequity or at law).

Organization and Authority. (i) The Borrower Purchaser is a corporation duly created formed and validly existing under and pursuant to the Constitution and statutes Laws of the StateState of Delaware and has the requisite limited liability company power and authority to conduct its business as presently conducted. The execution, including delivery and performance by the Business Corporation Law. Purchaser and the Purchaser Guarantor of this Agreement, the Transaction Documents (ii) The acting officers as applicable), and all other instruments and agreements to be executed by the Purchaser and the Purchaser Guarantor pursuant hereto and thereto, and the consummation by the Purchaser and the Purchaser Guarantor of the Borrower who are contemporaneously herewith performing or Transactions, have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the been duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses limited liability company action and permits required as of the date hereof to ownlimited partnership action, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan respectively. This Agreement and the Borrower Bond, Transaction Documents to authorize which the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement Purchaser and the Borrower BondPurchaser Guarantor, authorizing as applicable, is a party have been duly executed and delivered by the executionPurchaser and the Purchaser Guarantor and, attestation assuming the due authorization, execution and delivery of this Loan Agreement by the Company Parties and the Borrower BondGuarantor, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is constitute the legal, valid and binding obligation obligations of the TrustPurchaser and the Purchaser Guarantor, enforceable against the Trust Purchaser and the Purchaser Guarantor in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting the enforcement thereof may be affected of creditors’ rights generally, and the effect of rules of law governing the availability of equitable remedies. The execution and delivery by bankruptcythe Purchaser and the Purchaser Guarantor of this Agreement and the Transaction Documents to which the Purchaser or the Purchaser Guarantor, insolvency as applicable, is a party, and the performance by the Purchaser or the Purchaser Guarantor, as applicable, of the Transactions, (i) will not violate the certificate of formation, by-laws or any other organizational documents of such Purchaser or the Purchaser Guarantor, as applicable, (ii) will not violate any Law, statute, rule or regulation applicable to the Purchaser or the Purchaser Guarantor and (iii) will not conflict with or result in a breach of any term, condition or provision of, constitute a default under, give any third party the right to accelerate any obligation under, result in a violation of, or require any authorization, consent, approval or other laws action by or, except for filings required to be made after the date hereof under applicable state or federal securities Laws or under the HSR Act, notice to any Governmental Authority pursuant to its governing documents, or any agreement to which the Purchaser or the application Purchaser Guarantor, as applicable, is a party or by a court which they or any of legal their respective assets is bound, or equitable principles affecting creditors' rights; and any Order, applicable to the information contained under “Description Purchaser, the Purchaser Guarantor or any of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respectstheir respective assets.

Organization and Authority. (a) Each of the Seller, the Company and the Subsidiary is (i) The Borrower is a corporation duly created and organized, validly existing and in good standing under and pursuant to the Constitution and statutes laws of the Stateplace of its organization, including the Business Corporation Lawand (ii) duly qualified to do business in each jurisdiction in which it is required to be so qualified. (iib) Seller has the full right, power and authority to enter into this Agreement, to sell and transfer the Equity Interests as provided in this Agreement and to carry out its obligations hereunder, and all requisite action necessary to authorize Seller to enter into all documents to be delivered by Seller (the “Seller Closing Documents”) to Purchaser at Closing and to carry out its obligations hereunder have been, or by the Closing will have been, taken, subject to the other terms and conditions of this Agreement. Each of the Company and the Subsidiary has all necessary limited liability company power and authority to own, lease or license and operate its assets and properties, and to carry on its business as it is now being conducted. (c) The acting officers execution, delivery and performance by Seller of this Agreement and all other documents executed and delivered by Seller pursuant to this Agreement constitute the legal, valid and binding obligations of Seller in accordance with the terms of each instrument. This Agreement and all other instruments delivered to Purchaser have been duly authorized by all necessary corporate or limited liability company action, as applicable. (d) The person(s) signing this Agreement and all documents delivered by Seller to Purchaser at Closing on behalf of Seller is duly authorized to do so. (e) Attached hereto as Exhibit I is a list of all of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated documents that will survive the Closing which were executed in this Loan Agreement either are or, at connection with the time any such action was performed, were the duly appointed or elected officers of such Borrower empowered by applicable State law and, if applicable, authorized by resolution organization and governance of the Borrower to perform such actionsCompany and the Subsidiary (collectively, the “Organizational Documents”). To Purchaser has been furnished true and complete copies of the extent Organizational Documents, and there are no other organizational documents of the Company or the Subsidiary (including any such action was performed oral modifications or modifications by an officer no longer the duly acting officer of such Borrower, all such actions previously taken by such officer email). The Organizational Documents are still in full force and effect. (iiif) The Borrower has full legal right and authority and all necessary licenses and permits required Except as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “Proceedings”), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (Con Schedule 5.1.1(f) the approval of the inclusionattached hereto, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “APPENDIX B” thereto (the “Borrower Appendices”) and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance by Seller of this Agreement will not: (i) violate any law, regulation, agreement, instrument, restriction, order, rule, writ, judgment, injunction or decree of any and all other certificatesgovernmental entity (each, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as an “deemed final” for the purposes and within the meaning of Rule 15c2-12 (“Rule 15c2-12Order”) of the Securities and Exchange Commission (“SEC”) promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower applicable to the Trust, duly authenticated by the trustee or paying agent, if applicable, under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws Seller or the application by a court of legal Company or equitable principles affecting creditors' rights; and the information contained under “Description of Loan” in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.Subsidiary;

Organization and Authority. (i) The Borrower is a corporation duly created and validly existing under and pursuant to the Constitution and statutes laws of the State, including the Business Corporation Law. (ii) The acting officers officials of the Borrower who are contemporaneously herewith performing or have previously performed any action contemplated in this Loan Agreement either are or, at the time any such action was performed, were the duly appointed or elected officers officials of such Borrower empowered by applicable State law and, if applicable, authorized by resolution of the Borrower to perform such actions. To the extent any such action was performed by an officer official no longer the duly acting officer official of such Borrower, all such actions previously taken by such officer official are still in full force and effect. (iii) The Borrower has full legal right and authority and all necessary licenses and permits required as of the date hereof to own, operate and maintain its Environmental Infrastructure System, to carry on its activities relating thereto, to execute, attest and deliver this Loan Agreement and the Borrower Bond, to authorize the authentication of the Borrower Bond, to sell the Borrower Bond to the Trust, to undertake and complete the Project and to carry out and consummate all transactions contemplated by this Loan Agreement. (iv) The proceedings of the Borrower’s 's board of directors approving this Loan Agreement and the Borrower Bond, authorizing the execution, attestation and delivery of this Loan Agreement and the Borrower Bond, authorizing the sale of the Borrower Bond to the Trust, authorizing the authentication of the Borrower Bond on behalf of the Borrower and authorizing the Borrower to undertake and complete the Project, including, without limitation, the Borrower Bond Resolution (collectively, the “"Proceedings”"), have been duly and lawfully adopted in accordance with the Business Corporation Law and other applicable State law at a meeting or meetings that were duly called and held in accordance with the Borrower By-Laws applicable State law and at which quorums were present and acting throughout. (v) By official action of the Borrower taken prior to or concurrent with the execution and delivery hereof, including, without limitation, the Proceedings, the Borrower has duly authorized, approved and consented to all necessary action to be taken by the Borrower for: (A) the execution, attestation, delivery and performance of this Loan Agreement and the transactions contemplated hereby; (B) the issuance of the Borrower Bond and the sale thereof to the Trust upon the terms set forth herein; (C) the approval of the inclusion, if such inclusion is deemed necessary in the sole discretion of the Trust, in the Preliminary Official Statement and the Official Statement of all statements and information relating to the Borrower set forth in “"APPENDIX B” " thereto (the “"Borrower Appendices”") and any amendment thereof or supplement thereto; and (D) the execution, delivery and due performance of any and all other certificates, agreements and instruments that may be required to be executed, delivered and performed by the Borrower in order to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement, including, without limitation, the designation of the Borrower Appendices portion of the Preliminary Official Statement, if any, as “"deemed final” " for the purposes and within the meaning of Rule 15c2-12 (“"Rule 15c2-12”") of the Securities and Exchange Commission (“"SEC”") promulgated under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto. (vi) This Loan Agreement and the Borrower Bond have each been duly authorized by the Borrower and duly executed, attested and delivered by Authorized Officers of the Borrower, and the Borrower Bond has been duly sold by the Borrower to the Trust, duly authenticated by the trustee or paying agent, if applicable, agent under the Borrower Bond Resolution and duly issued by the Borrower in accordance with the terms of the Borrower Bond Resolution; and assuming that the Trust has all the requisite power and authority to authorize, execute, attest and deliver, and has duly authorized, executed, attested and delivered, this Loan Agreement, and assuming further that this Loan Agreement is the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, each of this Loan Agreement and the Borrower Bond constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as the enforcement thereof may be affected by bankruptcy, insolvency or other laws or the application by a court of legal or equitable principles affecting creditors' rights; and the information contained under “"Description of Loan” " in Exhibit A-2 attached hereto and made a part hereof is true and accurate in all respects.