Common use of Conditions to Initial Advance Clause in Contracts

Conditions to Initial Advance. Lender shall have no obligation to make the Initial Advance of funds to Borrower unless and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and the following conditions have been satisfied: (a) Borrower and Contractor have executed and delivered to Lender this Agreement, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced by the Note; (b) Borrower and Contractor have furnished Lender all documents required by Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Code; (c) To the extent applicable, Contractor has furnished Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Code; (d) Contractor has provided Lender a copy of the final plans and specifications for the construction of the Improvements acceptable to Lender, along with a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bid; (e) Contractor has provided Lender a copy of the building permit for the Improvements; (f) Contractor has provided Borrower and Lender a list of all subcontractors used or to be used for completion of the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Construction; (g) Contractor has provided Lender a copy of all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416, Texas Property Code; and (i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably require.

Conditions to Initial Advance. Lender shall have no obligation to make the Initial Advance of funds to Borrower unless and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and the following conditions have been satisfied: (a) Borrower and Contractor have has executed and delivered to Lender this Agreement, the Contract, the Note, the Deed of Trust, an the Owner-Occupied Rehabilitation Loan Program Contract of even date herewith by and between Borrower and Lender, and Affidavit of Commencement and other documents securing the loan evidenced by the Note; and Contractor has executed and delivered to Lender this Agreement, the Contract, an Affidavit of Commencement and other documents securing the loan evidenced by the Note; (b) Borrower and Contractor have furnished Lender all documents required by Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Code; (c) To the extent applicable, Contractor has furnished Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Code; (d) Contractor has provided Lender a copy of the final plans and specifications for the construction of the Improvements acceptable to Lender, along with a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bid; (e) Contractor has provided Lender a copy of the building permit for the Improvements; (f) Contractor has provided Borrower and Lender a list of all subcontractors used or to be used for completion of the Improvements, and executed partial release releases and lien waivers from subcontractorsContractor and any subcontractors and suppliers who performed work and/or materials at any time in connection with the Improvements, suppliers and Contractor in a form acceptable to Lender, for all amounts to be disbursed to Contractor against the Amount Available for Construction; (g) Contractor has provided Lender a copy of all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416, Texas Property Code; and (i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably require.

Conditions to Initial Advance. The obligation of Lender shall have no obligation to make the Initial Advance hereunder is subject to the prior or simultaneous occurrence of funds to Borrower unless and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and each of the following conditions have been satisfiedconditions: (a) Lender shall have received from Borrower and Contractor have all of the Loan Documents duly executed and delivered to Lender this Agreement, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced by the Note;appropriate party. (b) Lender shall have received certified copies of resolutions of Borrower, if Borrower is a corporation, or a certified copy of a consent of partners, if Borrower is a partnership, authorizing execution, delivery and Contractor have furnished performance of all of the Loan Documents and authorizing the borrowing hereunder, along with such certificates of existence, certificates of good standing and other certificates or documents as Lender all documents required by Lender may reasonably require to evidence compliance with Subchapter K, Chapter 53, Texas Property Code;Borrower’s authority. (c) To the extent applicableLender shall have received true copies of all organization documents of Borrower, Contractor has furnished including all amendments or supplements thereto, if Borrower is a legal entity other than a corporation, along with such certificates or other documents as Lender may reasonably require to evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Code;Borrower’s authority. (d) Lender shall have received evidence that the Mortgaged Property is not located within any designated flood plain or special flood hazard area; or evidence that Global has applied for and received flood insurance covering the Mortgaged Property in the amount of the Loan or the maximum coverage available to Lender. (e) Lender shall have received evidence that all permits required for the phase of construction commenced or to be immediately commenced have been received. (f) Lender shall have received a full-size, single sheet copy of all recorded subdivision or plat maps of the Land approved (to the extent required by Governmental Requirements) by all Governmental Authorities, if applicable, and legible copies of all instruments representing exceptions to the state of title to the Mortgaged Property. (g) Lender shall have received proof of insurance upon and relating to the Mortgaged Property with such insurers, in such amounts and covering such risks as shall be satisfactory to Lender, from time to time, including but not limited to: (i) owner’s and contractors’ (if applicable) policies of commercial general public liability insurance (including automobile coverage) with a minimum coverage of $2,000,000 per occurrence and $5,000,000 in the aggregate for bodily injury or property damage liability per occurrence; (ii) property insurance against all risks of loss, including collapse, in an amount not less than the full replacement cost of all Improvements, including the cost of debris removal, with annual agreed amount endorsement and sufficient at all times to prevent Borrower from becoming a coinsurer and prior to commencement of pouring a foundation for the Improvements, a builder’s all-risk insurance policy form on a non-reporting basis and including coverage for all materials and equipment, wherever located, intended to be installed in or utilized in the construction of the Improvements; (iii) if the Mortgaged Property is in a “Flood Hazard Area,” a flood insurance policy, or binder therefor, in an amount equal to the principal amount of the note or the maximum amount available under the Flood Disaster Protection Act of 1973, and regulations issued pursuant thereto, as amended from time to time, whichever is less, in form complying with the “insurance purchase requirement” of that act; (iv) workmen’s compensation insurance for Borrower and the Contractor has provided performing any work on or with respect to the Mortgaged Property; and (v) such other insurance, if any, as Lender may reasonably require from time to time. Each insurance policy issued in connection herewith shall provide by way of endorsements, riders or otherwise that (a) with respect to liability insurance, it shall name Lender as an additional insured, with respect to the other insurance, it shall be payable to Lender as the primary mortgagee or loss payee and not as a coinsured, and with respect to all policies of insurance carried by any lessee for the benefit of Borrower, it shall be payable to Lender as Lender’s interest may appear; (b) the coverage of Lender shall not be terminated, reduced, or affected in any manner regardless of any breach or violation by Borrower of any warranties, declarations, or conditions in such policy; (c) no such insurance policy shall be canceled, not renewed, endorsed, altered, or reissued to effect a change in coverage for any reason and to any extent whatsoever unless such insurer shall have first given Lender thirty (30) days’ prior written notice thereof; and (d) Lender may, but shall not be obligated to, make premium payments to prevent any cancellation, endorsement, alteration, or reissuance, and such payments shall be accepted by the insurer to prevent same. Lender shall be furnished with a certificate evidencing such insurance coincident with the execution of this Agreement and certificate(s) evidencing each renewal policy not less than ten (10) days’ prior to the expiration of the initial, or each immediately preceding renewal policy. Upon request of Lender, Borrower shall furnish to Lender a copy statement certified by Borrower or a duly authorized officer of Borrower of the final plans amounts of insurance maintained in compliance herewith, of the risks covered by such insurance and specifications for of the insurance company or companies which carry such insurance. Notwithstanding the foregoing coverage, builder’s all risk must be in place no later than the date of the first foundation pour and must remain in effect through the completion of all Improvements. (h) Lender shall have received the Title Insurance, at the sole expense of Borrower. (i) Lender shall have received from Borrower such other instruments, evidence and certificates as Lender may reasonably require, including the items indicated below: (1) Evidence that all the streets furnishing access to the Mortgaged Property have been dedicated to public use and installed and accepted by applicable Governmental Authorities. (2) The Budget, as may be amended as provided herein, from time to time. (3) Evidence satisfactory to Lender showing the availability of all necessary utilities on the Land or at the boundary lines of the Land, including sanitary and storm sewer facilities, potable water, telephone, electricity, gas, and municipal services. (4) Evidence that the current and proposed use of the Land and Mortgaged Property and the construction of the Improvements acceptable complies with all Governmental Requirements. (5) A cost breakdown satisfactory to LenderLender showing the total costs, along including, but not limited to, such related nonconstruction items as interest during construction, commitment, legal, design professional and real estate agents’ fees, plus the amount of the Land cost and direct construction costs required to be paid to satisfactorily complete the Mortgaged Property, free and clear of liens or claims for liens for material supplied and for labor services performed. (6) A schedule of construction progress with a timetable the anticipated commencement and budget completion dates of each phase of construction and the anticipated date and amounts of each Advance for the same. (7) Copies of all subcontracts where the amount payable to the subcontractor is $100,000.00 or more and agreements pertaining to the development, construction and completion of the Improvements as required by this Agreement and the Contractor's accepted bid; (e) Contractor has provided Lender a copy of the building permit for the Improvements; (f) Contractor has provided Borrower and Lender a list of all subcontractors used or pertaining to materials to be used in connection therewith, together with a schedule of anticipated dates and amounts of each Advance for completion the same. (8) Evidence that the construction of the ImprovementsImprovements comply or will comply, with all applicable architectural barriers laws [including, without limitation, the Americans with Disabilities Act of 1990, P.L. 101-336, and executed partial release 23 Tex. Rev. Civ. Stat. ▇▇▇., art. 9102, as amended], ordinances, rules and lien waivers regulations, or a plan of Borrower to achieve compliance therewith within the time contemplated by said laws, ordinances, rules and regulations, or evidence that such improvements are exempted from subcontractorscompliance with said laws, suppliers ordinances, rules and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Construction;regulations. (g9) Contractor has provided Such other instruments, evidence or certificates as Lender a copy may reasonably request, including (without limitation) the additional items listed, if any, under “Additional Items Required” in the Schedule of all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract;Definitions. (hj) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416, Texas Property Code; andshall have received payment of the Origination Fee. (ik) Borrower Lender is satisfied that the lien in favor of Lender created pursuant to the Deed of Trust and Contractor have provided Lender such other items as Lender shall reasonably requirecovering the Mortgaged Property and Improvements thereon constitutes a first and sole lien in favor of Lender.

Conditions to Initial Advance. The obligation of Lender shall have no obligation to make the Initial Advance hereunder, is subject to the prior or simultaneous occurrence of funds to Borrower unless and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and each of the following conditions have been satisfiedconditions: (ai) Lender shall have received from Borrower and Contractor have all of the Loan Documents duly executed and delivered to Lender this Agreementby Borrower and, the Contractif applicable, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced by the NoteGuarantor; (bj) Lender shall have received certified copies of resolutions of Borrower, if Borrower is a corporation, or a certified copy of a consent of partners, if Borrower is a partnership, or similar resolutions or consents, if Borrower is a limited liability company, authorizing execution, delivery and Contractor have furnished performance of all of the Loan Documents and authorizing the borrowing hereunder, along with such certificates of existence, certificates of good standing and other certificates or documents as Lender all documents required by Lender may reasonably require to evidence compliance with Subchapter K, Chapter 53, Texas Property CodeBorrower's authority; (ck) To Lender shall have received payment of the extent applicable, Contractor has furnished Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property CodeOrigination Fee; (dl) Contractor has provided Lender shall have received and approved each and every one of its pre-closing requirements satisfied in all respects to Lender's full satisfaction including, without limitation (i) organizational documents of Borrower and any Constituent Party, (ii) evidence that the Mortgaged Property is not within a designated flood plain, (iii) the Title Insurance, (iv) a current Survey, (v) an opinion of counsel for Borrower, (vi) each Construction Contract (including a GMAX general contract with a bondable general contractor) and all other Contracts, to the extent executed, (vii) a copy of the final plans Plans, (viii) the grading and specifications for the building permit, (ix) current financial statements of Borrower and Guarantor, and (xi) such other construction of the Improvements acceptable to Lender, along with a timetable and budget for completion of the Improvements information or other due diligence as required by this Agreement and the Contractor's accepted bidLender may require; (em) Contractor has provided Lender a copy of the building permit for the Improvements; (f) Contractor has provided Borrower shall have received and Lender a list of all subcontractors used or to be used for completion of the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Construction; (g) Contractor has provided Lender a copy of all approved Borrower's environmental insurance policies, which Contractor is required to maintain policies shall name Lender an additional insured under the Contract, or in lieu thereof, a certificate of such environmental insurance which confirms Contractor has obtained all insurance required under the Contractpolicies; (hn) Contractor has Borrower shall have provided a title insurance policy with respect to the Fontana/▇▇▇▇▇▇▇/Retail Mortgage to and for the benefit of Lender in the maximum amount of $2,500,000.00 insuring that the Fontana/▇▇▇▇▇▇▇/Retail Mortgage constitutes a valid lien covering the Fontana Parcel, the ▇▇▇▇▇▇▇ Parcel, and the Retail Parcel, and Improvements (as such term is defined in the Fontana/▇▇▇▇▇▇▇/Retail Mortgage) thereon subject only to those exceptions which Lender may approve; (o) Borrower shall have delivered to Lender verification acceptable to Lender that the ▇▇▇▇▇▇▇ Confessions of Judgment have been fully satisfied and unconditionally released, and shall have caused evidence that Contractor is of the release of the ▇▇▇▇▇▇▇ Confessions of Judgment to be recorded in compliance with Chapter 416the real property records of Dakota County, Texas Property CodeMinnesota; and (ip) Borrower shall have delivered to Lender a fully executed amendment to that certain Amended and Contractor have provided Lender such other items Restated Development and Assistance Agreement dated as Lender of August 18, 2014, by and between the City of Apple Valley, Minnesota, and the Apple Valley Economic Development Authority, Minnesota, confirming that as a condition of the reimbursement therein, the City of Apple Valley, Minnesota shall reasonably requireonly place a first mortgage on any of the Fontana Parcel, the ▇▇▇▇▇▇▇ Parcel, and the Retail Parcel and not on either of the ▇▇▇▇▇▇▇ Parcel or the ▇▇▇▇▇▇▇ Parcel.

Conditions to Initial Advance. Neither Lender nor CDC shall have no obligation be obligated to make consent to the Initial initial Advance of funds to the Borrower unless and until until: a. Lender and CDC have received: (1) copies of the Plans and Specifications and all Construction Contracts executed to date; (2) a certificate from the Prime Contractor has furnished Borrower stating that the Plans and Lender the Bond permitted by this Contract, and the following conditions Specifications have been satisfied: (a) Borrower and Contractor have executed and delivered to Lender this Agreement, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced approved by the Note; (b) Borrower Prime Contractor and Contractor have furnished Lender all documents required by Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Code; (c) To the extent applicable, Contractor has furnished Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Code; (d) Contractor has provided Lender a copy of the final plans and specifications satisfactorily provide for the construction of the Improvements Project; (3) except as otherwise permitted or contemplated by the AgStar Loan Agreement, copies of all authorizations and permits which are presently procurable and required by any Legal Requirement for the construction and proposed use of the Project; (4) an original current survey of the Property showing the perimeter of the Real Property by courses and distances, all easements and rights-of-way, the line of the streets abutting the Real Property and the width thereof, any encroachments and the extent thereof in feet and inches, the relation of the proposed Project by distances to the perimeter of the Real Property and the proposed Project lines, all acceptable to Lenderthe Lender and CDC to modify the “area, along with a timetable boundaries, and budget for completion encroachments” exception to the maximum extent permissible by law; and (5) copies of the Improvements as policies of insurance required by the AgStar Loan Documents and the CDC Loan Documents accompanied by evidence by the payment of the premiums therefor, or a Certificate of Insurance executed by the insurer or its authorized agent. b. The AgStar Loan Documents and CDC Loan Documents have been duly authorized, executed, and recorded or filed in accordance with applicable Legal Requirements and original counterparts thereof delivered to Lender and CDC, as applicable. c. The Title Company has issued the commitment for Title Insurance. d. Borrower, and, if requested by Lender or CDC, the Prime Contractor and Inspecting Engineer, have executed, or caused to be executed, and delivered to Lender and CDC a Draw Request in form and substance acceptable to Lender and CDC certifying in acceptable detail the expenditures made or expenses incurred by the Borrower of the type described in Section 2.2 of this Agreement, with such supporting data as Lender or CDC may require, and that the amount requested represents sums actually spent or indebtedness actually incurred. e. The Borrower pays to Lender and CDC, or any other person or party entitled thereto, all fees and costs then due and payable with reference to this Agreement and the Contractor's accepted bid;subject hereof, including any commitment or origination fee to be paid to the Lender as provided in the AgStar Loan Agreement or fee letter, and commitment or origination fee to be paid to CDC as provided in the CDC Loan Agreement or fee letter. (e) f. A Sworn Construction Statement has been prepared and executed by the Prime Contractor has provided and other Contractors and delivered to the Lender a and CDC accompanied by executed lien waivers and any other documents required by the Title Company for all Eligible Project Costs paid by Borrower prior to the AgStar Closing Date and/or the CDC Closing Date. g. A copy of the building permit issued by the appropriate governmental entity for the Improvements;Project has been delivered to the Lender and CDC. (f) Contractor h. Borrower has provided Borrower and Lender a list deposited with the Disbursing Agent the Borrower’s Equity pursuant to Section 2.1 of all subcontractors used or to be used for completion of the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Construction; (g) Contractor has provided Lender a copy of all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416, Texas Property Code; and (i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably requirethis Agreement.

Conditions to Initial Advance. The obligation of Lender shall have no obligation to make Advances under the Initial Advance Note, the $10,000,000.00 Multiple Advance Term Promissory Note, the $1,500,000.00 Multiple Advance Term Promissory Note and the Revolving Line of funds Credit Promissory Note is subject to Borrower unless the satisfaction and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and fulfillment of each of the following conditions precedent which shall have occurred on or before the date hereof, or simultaneously with the closing of the transactions contemplated by this Agreement, unless compliance therewith shall have been satisfiedwaived in writing by Lender: (a) There shall have been duly executed, where appropriate, and delivered by the Borrower to Lender (and/or any other requisite party thereto) the following: (1) this Agreement; (2) the Notes; (3) Stock Pledge Agreement covering the capital stock of Screw Compression Systems, Inc., being in substantially the form attached hereto as Exhibit K; (4) the Security Agreement in substantially the form attached hereto as Exhibit L; (5) the Guaranty Agreement in substantially the form attached hereto as Exhibit M; (6) a certificate of account status (good standing) and a certificate of existence for Borrower in the jurisdiction under the laws of which Borrower is organized and in each jurisdiction wherein Borrower’s operations, transaction of business or ownership of property make qualification as a foreign corporation necessary; (7) an Officer’s Certificate in substantially the form attached hereto as Exhibit N, which shall contain the names and signatures of the officers of the Borrower authorized to execute Loan Papers and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (A) a copy of resolutions duly adopted by the Board of Directors of the Borrower and Contractor have executed in full force and delivered effect at the time this Agreement is entered into, covering the matters described in subparagraph (d) below of this Section 3.1, (B) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s state of organization, and (C) a copy of the bylaws of Borrower, and certifying as to such other matters as Lender this Agreement, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and may reasonably require; and (8) such other documents securing the loan evidenced by the Note;or instruments as Lender may reasonably require. (b) Borrower There shall have been executed, where appropriate, and Contractor have furnished delivered by the Guarantor (and/or any other requisite party thereto) the following, all of which shall be in form and substance satisfactory to Lender and its counsel: (1) Guaranty Agreement in substantially the form attached hereto as Exhibit O; (2) Security Agreement in substantially the form attached hereto as Exhibit P; (3) Real Estate Mortgage on the Oklahoma property in substantially the form attached hereto as Exhibit H. (4) a certificate of account status (good standing) and a certificate of existence for each Subsidiary in the jurisdiction under the laws of which each Subsidiary is organized and in each jurisdiction wherein its operations, transaction of business or ownership of property made qualification as a foreign entity necessary; (5) an Officer’s Certificate of the Guarantor in substantially the form attached hereto as Exhibit Q which shall contain the names and signatures of the officers of the Guarantor authorized to execute Loan Papers and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (A) a copy of resolutions duly adopted by the Board of Directors of the Guarantor and in full force and effect at the time this Agreement is entered into, covering the matters described in subparagraph (e) below of this Section 3.1, (B) a copy of the charter or other organizational documents of the Guarantor and all amendments thereto, certified by the appropriate official of the Guarantor’s state of organization, and (C) a copy of the bylaws of the Guarantor, and certifying as to such other matters as Lender may reasonably require; and (6) such other documents required by or instruments as Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Code;may reasonably require. (c) To All requirements of notice to perfect each Bank Lien shall have been accomplished or arrangements made therefor to the extent applicable, Contractor has furnished satisfaction of Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Codeand its counsel; (d) Contractor has provided Lender a copy The Borrower shall have approved the execution, delivery and performance of the final plans Loan Papers to which it is a party by resolutions satisfactory to Lender and specifications for its counsel, authorizing (i) the construction execution, delivery and performance of this Agreement, the Notes and the other Loan Papers to which the Borrower is a party, (ii) the borrowings contemplated hereunder and (iii) the granting by it of the Improvements acceptable pledge and security interests pursuant to the Loan Papers to which the Borrower is a party and appropriate certificates as to such actions, showing the parties authorized to execute the Loan Papers and all items required herein, shall have been delivered to the Lender, along with a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bid; (e) Contractor has provided Lender a copy The board of directors of the building permit for Guarantor shall have approved the Improvementsexecution, delivery and performance of the Loan Papers to which it is a party by resolutions satisfactory to Lender and its counsel, authorizing (i) the execution, delivery and performance of the Loan Papers to which it is a party, (ii) acknowledging the benefits and consideration to such Guarantor from the borrowings contemplated hereunder and (iii) authorizing the granting by it of the pledge and security interests pursuant to the Loan Papers to which it is a party and appropriate certificates as to such actions, showing the parties authorized to execute such Loan papers and all items required herein, shall have been delivered to Lender; (f) Contractor has provided Borrower and Lender a list There shall exist no Event of all subcontractors used Default hereunder, nor shall any events or to be used for completion of the Improvementscircumstances have occurred, and executed partial release and lien waivers from subcontractorsnot theretofore been cured, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Constructionwhich with notice or lapse of time or both, would constitute an Event of Default hereunder; (g) Contractor has provided Lender a copy The representations and warranties of the Borrower contained in Article IV shall be true and correct in all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contractmaterial respects; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416No suit, Texas Property Codeaction or other proceeding by a third party or a Governmental Authority shall be pending or threatened which relates to this Agreement or the transactions contemplated hereby; and (i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably require.

Conditions to Initial Advance. The obligation of Lender shall have no obligation to make the Initial Advance hereunder is subject to the prior or simultaneous occurrence of funds to Borrower unless and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and each of the following conditions have been satisfiedconditions: (a) Lender shall have received from Borrower and Contractor have all of the Loan Documents duly executed and delivered to Lender this Agreement, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced by the Note;Borrower. (b) Lender shall have received certified copies of resolutions of Borrower, if Borrower is a corporation or limited liability company, or a certified copy of a consent of partners, if Borrower is a partnership, authorizing execution, delivery and Contractor have furnished performance of all of the Loan Documents and authorizing the borrowing hereunder, along with such certificates of existence, certificates of good standing and other certificates or documents as Lender all documents required by Lender may reasonably require to evidence compliance with Subchapter K, Chapter 53, Texas Property Code;Borrower's authority. (c) To the extent applicableLender shall have received true copies of all organization documents of Borrower, Contractor has furnished including all amendments or supplements thereto, along with such certificates or other documents as Lender may reasonably require to evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Code;Borrower's authority. (d) Contractor has provided Lender shall have received evidence of compliance with all Governmental Requirements. (e) Lender shall have received a full‑size, single sheet copy of the final plans and specifications for the construction all recorded subdivision or plat maps of the Improvements acceptable Land, and legible copies of all instruments representing exceptions to the state of title to the Mortgaged Property. (f) Lender shall have received policies of all such insurance as Lender may reasonably require, with standard endorsements attached naming Lender as the insured mortgagee or additional insured, whichever is applicable, such policies to be in form and content and issued by companies reasonably satisfactory to Lender, along with a timetable copies, or certificates thereof, being delivered to Lender. (g) Lender shall have received the Title Insurance, at the sole expense of Borrower. (h) Lender shall have received from Borrower such other instruments, evidence and budget certificates as Lender may reasonably require, including the items indicated below: (1) An opinion of counsel for completion Borrower, which counsel shall be satisfactory to Lender, to the effect that (i) Borrower possesses full power and authority to own the Mortgaged Property, (ii) Borrower possesses full power and authority to perform Borrower's obligations hereunder; (iii) the Loan Documents have been duly authorized, executed and delivered by Borrower and constitute the valid and binding obligations of Borrower, not subject to any defense based upon usury, capacity of Borrower or otherwise; (iv) the Loan Documents are enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency and other laws affecting creditors' rights generally, and except that certain remedial provisions thereof may be limited by the laws of the Improvements State of Texas; (v) to the knowledge of such counsel, there are no actions, suits or proceedings pending or threatened against or affecting Borrower or the Mortgaged Property, or involving the priority, validity or enforceability of the liens or security interests arising out of the Loan Documents, at law or in equity, or before or by any Governmental Authority, except actions, suits or proceedings fully covered by insurance or which, if adversely determined, would not substantially impair the ability of Borrower to pay when due any amounts which may become payable in respect to the Loan as required represented by the Note; (vi) to the knowledge of such counsel, Borrower is not in default with respect to any order, writ, injunction, decree or demand of any court or any Governmental Authority of which such counsel has knowledge; (vii) to the knowledge of such counsel, the consummation of the transactions hereby contemplated and the performance of this Agreement and the Contractor's accepted bid;execution and delivery of the Loan Documents will not violate or contravene any provision of any instrument creating or governing the business operations of Borrower and will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, bank loan or credit agreement or other instrument to which Borrower is a party or by which Borrower or the Mortgaged Property may be bound or affected; and (viii) such other matters as Lender may reasonably request. (e2) Contractor has provided Such other instruments, evidence or certificates as Lender a copy of the building permit for the Improvements; (f) Contractor has provided Borrower and Lender a list of all subcontractors used or to be used for completion of the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Construction; (g) Contractor has provided Lender a copy of all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416, Texas Property Code; andmay reasonably request. (i) Borrower and Contractor have provided Lender such other items as If required by Lender, Lender shall reasonably requirehave ordered and received, at Borrower's expense, an appraisal of the Mortgaged Property, prepared by an appraiser acceptable to Lender and presented and based upon such standards as may be required by Lender. (j) Lender shall have received payment of the Commitment Fee.

Conditions to Initial Advance. The obligation of Lender shall have no obligation to make Advances under the Initial Multiple Advance Term Promissory Note and the Revolving Line of funds Credit Promissory Note is subject to Borrower unless the satisfaction and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and fulfillment of each of the following conditions precedent which shall have occurred on or before the date hereof, or simultaneously with the closing of the transactions contemplated by this Agreement, unless compliance therewith shall have been satisfiedwaived in writing by Lender: (a) There shall have been duly executed, where appropriate, and delivered by the Borrower to Lender (and/or any other requisite party thereto) the following: (1) this Agreement; (2) the Notes; (3) Stock Pledge Agreement covering the capital stock of Screw Compression Systems, Inc., being in substantially the form attached hereto as Exhibit F; (4) the Security Agreement in substantially the form attached hereto as Exhibit G; (5) a certificate of account status (good standing) and a certificate of existence for Borrower in the jurisdiction under the laws of which Borrower is organized and in each jurisdiction wherein Borrower’s operations, transaction of business or ownership of property make qualification as a foreign corporation necessary; (6) an Officer’s Certificate in substantially the form attached hereto as Exhibit H, which shall contain the names and signatures of the officers of the Borrower authorized to execute Loan Papers and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (A) a copy of resolutions duly adopted by the Board of Directors of the Borrower and Contractor have executed in full force and delivered effect at the time this Agreement is entered into, covering the matters described in subparagraph (d) below of this Section 3.1, (B) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s state of organization, and (C) a copy of the bylaws of Borrower, and certifying as to such other matters as Lender this Agreement, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and may reasonably require; and (7) such other documents securing the loan evidenced by the Note;or instruments as Lender may reasonably require. (b) Borrower There shall have been executed, where appropriate, and Contractor have furnished delivered by the Guarantor (and/or any other requisite party thereto) the following, all of which shall be in form and substance satisfactory to Lender and its counsel: (1) Guaranty Agreement in substantially the form attached hereto as Exhibit I; (2) Security Agreement in substantially the form attached hereto as Exhibit J; (3) Real Estate Mortgage on the Oklahoma property in substantially the form attached hereto as Exhibit C, and First Amendment to Real Estate Mortgage in substantially the form attached hereto as Exhibit C-1; (4) a certificate of account status (good standing) and a certificate of existence for each Subsidiary in the jurisdiction under the laws of which each Subsidiary is organized and in each jurisdiction wherein its operations, transaction of business or ownership of property made qualification as a foreign entity necessary; (5) an Officer’s Certificate of the Guarantor in substantially the form attached hereto as Exhibit K which shall contain the names and signatures of the officers of the Guarantor authorized to execute Loan Papers and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (A) a copy of resolutions duly adopted by the Board of Directors of the Guarantor and in full force and effect at the time this Agreement is entered into, covering the matters described in subparagraph (e) below of this Section 3.1, (B) a copy of the charter or other organizational documents of the Guarantor and all amendments thereto, certified by the appropriate official of the Guarantor’s state of organization, and (C) a copy of the bylaws of the Guarantor, and certifying as to such other matters as Lender may reasonably require; and (6) such other documents required by or instruments as Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Code;may reasonably require. (c) To All requirements of notice to perfect each Bank Lien shall have been accomplished or arrangements made therefor to the extent applicable, Contractor has furnished satisfaction of Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Codeand its counsel; (d) Contractor has provided Lender a copy The Borrower shall have approved the execution, delivery and performance of the final plans Loan Papers to which it is a party by resolutions satisfactory to Lender and specifications for its counsel, authorizing (i) the construction execution, delivery and performance of this Agreement, the Notes and the other Loan Papers to which the Borrower is a party, (ii) the borrowings contemplated hereunder and (iii) the granting by it of the Improvements acceptable pledge and security interests pursuant to the Loan Papers to which the Borrower is a party and appropriate certificates as to such actions, showing the parties authorized to execute the Loan Papers and all items required herein, shall have been delivered to the Lender, along with a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bid; (e) Contractor has provided Lender a copy The board of directors of the building permit for Guarantor shall have approved the Improvementsexecution, delivery and performance of the Loan Papers to which it is a party by resolutions satisfactory to Lender and its counsel, authorizing (i) the execution, delivery and performance of the Loan Papers to which it is a party, (ii) acknowledging the benefits and consideration to such Guarantor from the borrowings contemplated hereunder and (iii) authorizing the granting by it of the pledge and security interests pursuant to the Loan Papers to which it is a party and appropriate certificates as to such actions, showing the parties authorized to execute such Loan papers and all items required herein, shall have been delivered to Lender; (f) Contractor has provided Borrower and Lender a list There shall exist no Event of all subcontractors used Default hereunder, nor shall any events or to be used for completion of the Improvementscircumstances have occurred, and executed partial release and lien waivers from subcontractorsnot theretofore been cured, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Constructionwhich with notice or lapse of time or both, would constitute an Event of Default hereunder; (g) Contractor has provided Lender a copy The representations and warranties of the Borrower contained in Article IV shall be true and correct in all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contractmaterial respects; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416No suit, Texas Property Codeaction or other proceeding by a third party or a Governmental Authority shall be pending or threatened which relates to this Agreement or the transactions contemplated hereby; and (i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably require.

Conditions to Initial Advance. The obligation of Lender shall have no obligation to make Advances under the Initial Advance Note, the $10,000,000.00 Multiple Advance Term Promissory Note, the $1,500,000.00 Multiple Advance Term Promissory Note and the Revolving Line of funds Credit Promissory Note is subject to Borrower unless the satisfaction and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and fulfillment of each of the following conditions precedent which shall have occurred on or before the date hereof, or simultaneously with the closing of the transactions contemplated by this Agreement, unless compliance therewith shall have been satisfiedwaived in writing by Lender: (a) There shall have been duly executed, where appropriate, and delivered by the Borrower to Lender (and/or any other requisite party thereto) the following: (1) this Agreement; (2) the Notes; (3) Stock Pledge Agreement covering the capital stock of Screw Compression Systems, Inc., being in substantially the form attached hereto as Exhibit J; (4) the Security Agreement in substantially the form attached hereto as Exhibit K; (5) a certificate of account status (good standing) and a certificate of existence for Borrower in the jurisdiction under the laws of which Borrower is organized and in each jurisdiction wherein Borrower’s operations, transaction of business or ownership of property make qualification as a foreign corporation necessary; (6) an Officer’s Certificate in substantially the form attached hereto as Exhibit L, which shall contain the names and signatures of the officers of the Borrower authorized to execute Loan Papers and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (A) a copy of resolutions duly adopted by the Board of Directors of the Borrower and Contractor have executed in full force and delivered effect at the time this Agreement is entered into, covering the matters described in subparagraph (d) below of this Section 3.1, (B) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s state of organization, and (C) a copy of the bylaws of Borrower, and certifying as to such other matters as Lender this Agreement, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and may reasonably require; and (7) such other documents securing the loan evidenced by the Note;or instruments as Lender may reasonably require. (b) Borrower There shall have been executed, where appropriate, and Contractor have furnished delivered by the Guarantor (and/or any other requisite party thereto) the following, all of which shall be in form and substance satisfactory to Lender and its counsel: (1) Guaranty Agreement in substantially the form attached hereto as Exhibit M; (2) Security Agreement in substantially the form attached hereto as Exhibit N; (3) Real Estate Mortgage on the Oklahoma property in substantially the form attached hereto as Exhibit G, and First Amendment to Real Estate Mortgage in substantially the form attached hereto as Exhibit G-1; (4) a certificate of account status (good standing) and a certificate of existence for each Subsidiary in the jurisdiction under the laws of which each Subsidiary is organized and in each jurisdiction wherein its operations, transaction of business or ownership of property made qualification as a foreign entity necessary; (5) an Officer’s Certificate of the Guarantor in substantially the form attached hereto as Exhibit O which shall contain the names and signatures of the officers of the Guarantor authorized to execute Loan Papers and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (A) a copy of resolutions duly adopted by the Board of Directors of the Guarantor and in full force and effect at the time this Agreement is entered into, covering the matters described in subparagraph (e) below of this Section 3.1, (B) a copy of the charter or other organizational documents of the Guarantor and all amendments thereto, certified by the appropriate official of the Guarantor’s state of organization, and (C) a copy of the bylaws of the Guarantor, and certifying as to such other matters as Lender may reasonably require; and (6) such other documents required by or instruments as Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Code;may reasonably require. (c) To All requirements of notice to perfect each Bank Lien shall have been accomplished or arrangements made therefor to the extent applicable, Contractor has furnished satisfaction of Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Codeand its counsel; (d) Contractor has provided Lender a copy The Borrower shall have approved the execution, delivery and performance of the final plans Loan Papers to which it is a party by resolutions satisfactory to Lender and specifications for its counsel, authorizing (i) the construction execution, delivery and performance of this Agreement, the Notes and the other Loan Papers to which the Borrower is a party, (ii) the borrowings contemplated hereunder and (iii) the granting by it of the Improvements acceptable pledge and security interests pursuant to the Loan Papers to which the Borrower is a party and appropriate certificates as to such actions, showing the parties authorized to execute the Loan Papers and all items required herein, shall have been delivered to the Lender, along with a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bid; (e) Contractor has provided Lender a copy The board of directors of the building permit for Guarantor shall have approved the Improvementsexecution, delivery and performance of the Loan Papers to which it is a party by resolutions satisfactory to Lender and its counsel, authorizing (i) the execution, delivery and performance of the Loan Papers to which it is a party, (ii) acknowledging the benefits and consideration to such Guarantor from the borrowings contemplated hereunder and (iii) authorizing the granting by it of the pledge and security interests pursuant to the Loan Papers to which it is a party and appropriate certificates as to such actions, showing the parties authorized to execute such Loan papers and all items required herein, shall have been delivered to Lender; (f) Contractor has provided Borrower and Lender a list There shall exist no Event of all subcontractors used Default hereunder, nor shall any events or to be used for completion of the Improvementscircumstances have occurred, and executed partial release and lien waivers from subcontractorsnot theretofore been cured, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Constructionwhich with notice or lapse of time or both, would constitute an Event of Default hereunder; (g) Contractor has provided Lender a copy The representations and warranties of the Borrower contained in Article IV shall be true and correct in all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contractmaterial respects; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416No suit, Texas Property Codeaction or other proceeding by a third party or a Governmental Authority shall be pending or threatened which relates to this Agreement or the transactions contemplated hereby; and (i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably require.

Conditions to Initial Advance. The obligation of Lender shall have no obligation to make the Initial initial Advance pursuant to this Agreement is Lender's receipt and approval of funds the following, in addition to all other conditions set forth herein, from Borrower unless and until Contractor has furnished Borrower and Lender on or before the Bond permitted by this Contract, and date of the following conditions have been satisfiedinitial Advance hereunder: (a) Borrower and Contractor have executed and delivered The Commitment Fee shall be paid in full to Lender this Agreement, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced by the NoteLender; (b) Borrower and Contractor have furnished Lender all documents required The Note, duly executed by Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property CodeBorrower; (c) To the extent applicableThe Mortgage, Contractor has furnished Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Codeduly executed by Borrower; (d) Contractor has provided Lender a copy of the final plans and specifications for the construction of the Improvements acceptable to LenderThe Leasehold Mortgage, along with a timetable and budget for completion of the Improvements as required duly executed by this Agreement and the Contractor's accepted bidBorrower; (e) Contractor has provided Lender a copy The Assignment of the building permit for the ImprovementsRents, duly executed by Borrower; (f) Contractor has provided Borrower Subordination, Non-Disturbance and Attornment Agreements in form and substance satisfactory to Lender a list of all subcontractors used or to be used for completion duly executed by Jaco▇▇ ▇▇▇ineering Group Inc., Stif▇▇ ▇▇▇▇▇▇▇▇, ▇▇c., Bair▇ ▇▇▇▇▇ ▇▇▇ Dobs▇▇, ▇▇d such other tenants of the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for ConstructionBuilding as are required by Lender; (g) Contractor has provided Lender a copy Estoppel Certificates from tenants of all insurance policies, which Contractor is required to maintain under the Contract, or Building in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contractform previously approved by Lender; (h) Contractor Uniform Commercial Code financing statements, in form and substance satisfactory to Lender, duly executed and describing the personal property and fixtures covered by the Mortgage and the Leasehold Mortgage; (i) The Lessor's Lease Estoppel Certificate regarding the Garage Lease, duly executed by the LCRA; (j) Conditional Assignment of Management Agreements executed by Borrower, the consent to which has provided been duly executed by each of the Managers; (k) As a condition precedent to the obligation of Lender evidence to make the initial advance of the Loan, Borrower shall deliver to Lender, at Borrower's expense, a mortgagee's title policy on the current ALTA form (the "TITLE POLICY") from the Title Company in form reasonably satisfactory to Lender including deletion of the creditors rights exception, with authorization for the Title Company to insure all mortgage disbursements by endorsements to the Title Policy at the time said disbursements are made covering the Mortgaged Property and, interim mechanics lien endorsements. The Title Policy shall insure the lien of the Mortgage on the Mortgaged Property in the amount of the Loan that Contractor the Mortgage is a valid and subsisting first mortgage lien on the Mortgaged Property and all appurtenant easements, if any, subject only to exceptions acceptable to Lender, and containing any endorsements reasonably required by Lender. (l) A duly certified ALTA/ACSM (1999) Class A Urban Survey showing the boundaries of the land upon which the Building is situated and all thereon, with flood zone and wetlands certification, in form and of date satisfactory to Lender (the "SURVEY"); (m) Evidence of zoning and copies of applicable permits relating to the occupancy of the Building and the Garage; (n) Financial statements on Form 10-K, as filed with the Securities and Exchange Commission; (o) Copies of all existing leases of the Building, including amendments and side-letters; (p) A copy of the Garage Lease; (q) An appraisal of the Building, which includes the value of Borrower's leasehold interest in the Garage, in an amount acceptable to Lender, such appraisal to be in form and content satisfactory to Lender, in its sole discretion; (r) An environmental assessment of the Building in form and content satisfactory to Lender, in Lender's sole discretion; (s) A satisfactory site inspection of the Mortgaged Property by Lender; (t) Opinion of Borrower's counsel, in form and substance satisfactory to Lender; (u) A pay-off letter from the existing mortgagee of the Mortgaged Property; (v) Copies of all easement agreements necessary to provide adequate ingress and egress to and from the Mortgaged Property and any development agreements or contracts between Borrower and any Governmental Authorities or other bodies with respect to the development of the Mortgaged Property, if any; (w) A copy of the Cash Flow Budget (including contingency, reserve and retainage provisions, along with draw schedules), in form and substance satisfactory to Lender; (x) A copy of Borrower's Articles of Organization, certified by the Secretary of State of Delaware, and Borrower's Operating Agreement, certified by the Manager of Borrower; (y) A certificate of good standing of Borrower issued by the Secretary of State of Delaware; (z) A certificate of good standing of Borrower issued by the Secretary of State of Missouri; (aa) Such other organizational documents of Borrower as Lender may request; (bb) Any applicable development agreement(s), if any; (cc) Evidence satisfactory to Lender (which may include the survey required by paragraph (l) above) that the Mortgaged Property does not lie within a flood plain or an area designated as wetlands; (dd) Evidence satisfactory to Lender that Borrower is in compliance with Chapter 416, Texas Property Codethe terms and conditions of Section 8(l) with respect to insurance; and (iee) Borrower Such other papers and Contractor have provided Lender such other items documents as may be required by this Agreement or as Lender shall may reasonably require.

Conditions to Initial Advance. Funding of Term Loan and Closing The obligations of Lender shall have no obligation to consummate the transactions contemplated herein and to make the initial Advance under the Revolving Facility (the "Initial Advance") and to fund the Term Loan are subject to the satisfaction, in the sole judgment of Lender, of the following: (i) Each Borrower shall have delivered to Lender (A) the Loan Documents to which it is a party, each duly executed by an authorized officer of Borrower and the other parties thereto, and (B) a Borrowing Certificate for the Initial Advance under the Revolving Facility executed by an authorized officer of funds Borrower, and (ii) each Guarantor shall have delivered to Borrower unless and until Contractor has furnished Borrower and Lender the Bond permitted Loan Documents to which such Guarantor is a party, each duly executed and delivered by this Contractsuch Guarantor or an authorized officer of such Guarantor, as applicable, and the following conditions have been satisfied: (a) Borrower and Contractor have executed and delivered to Lender this Agreement, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced by the Noteparties thereto; (b) all in form and substance satisfactory to Lender in its sole discretion, Lender shall have received (i) a report of Uniform Commercial Code financing statement, tax and judgment lien searches performed with respect to each Borrower and Contractor have furnished Guarantor in each jurisdiction determined by Lender all documents in its sole discretion, and such report shall show no Liens on the Collateral (other than Permitted Liens), (ii) each document (including, without limitation, any Uniform Commercial Code financing statement) required by any Loan Document or under law or requested by Lender to be filed, registered or recorded to create in favor of Lender, a perfected first priority security interest upon the Collateral and first priority Lien (second priority in the case of the Real Estate owned by PHC-Virginia) on the Real Estate and the Leasehold, (iii) evidence compliance of each such filing, registration or recordation and of the payment by Borrower of any necessary fee, tax or expense relating thereto, (iv) objective evidence that no part of the Real Estate or the Leasehold is located in a flood hazard zone, (v) such surveys, environmental reports, engineering and inspection reports and appraisals as Lender may require in its sole discretion with Subchapter Krespect to the Real Estate or the Leasehold, Chapter 53(vi) evidence satisfactory to Lender that the Real Estate and the Leasehold complies with applicable codes and ordinances, Texas Property Codeis zoned for its current use, is served by adequate public utilities, is free of mechanics and materialsman's liens and is not subject to condemnation, and (vii) an ALTA title insurance policy insuring each Mortgage in form and substance satisfactory to Lender in its sole discretion; (c) To Lender shall have received (i) the extent applicableCharter and Good Standing Documents, Contractor has furnished all in form and substance acceptable to Lender, (ii) a certificate of the corporate secretary or assistant secretary of each Borrower and Guarantor dated the Closing Date, as to the incumbency and signature of the Persons executing the Loan Documents, in form and substance acceptable to Lender, and (iii) the written legal opinion of counsel for each Borrower and Guarantor, in form and substance satisfactory to Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Codeand its counsel; (d) Contractor has provided Lender shall have received a copy certificate of the final plans chief financial officer (or, in the absence of a chief financial officer, the chief executive officer) for each of PHC-Michigan and specifications PHC-Utah and for PHC and its Subsidiaries on a consolidated basis, in form and substance satisfactory to Lender (each, a "Solvency Certificate"), certifying (i) the solvency of such Person after giving effect to the transactions and the Indebtedness contemplated by the Loan Documents, and (ii) as to such Person's financial resources and ability to meet its obligations and liabilities as they become due, to the effect that as of the Closing Date and the Borrowing Date for the construction Initial Advance and the date of funding of the Improvements acceptable Term Loan and after giving effect to Lendersuch transactions and Indebtedness: (A) the assets of such Person, along at a Fair Valuation, exceed the total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of such Person, and (B) no unreasonably small capital base with a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bidwhich to engage in its anticipated business exists with respect to such Person; (e) Contractor has provided Lender a copy shall have completed examinations, the results of which shall be satisfactory in form and substance to Lender, of the building permit for Collateral, the Improvementsfinancial statements and the books, records, business, obligations, financial condition and operational state of each Borrower and Guarantor, and each such Person shall have demonstrated to Lender's satisfaction that (i) its operations comply, in all respects deemed material by Lender, in its sole judgment, with all applicable federal, state, foreign and local laws, statutes and regulations, (ii) its operations are not the subject of any governmental investigation, evaluation or any remedial action which could result in any expenditure or liability deemed material by Lender, in its sole judgment, and (iii) it has no liability (whether contingent or otherwise) that is deemed material by Lender, in its sole judgment; (f) Contractor has provided Borrower Lender shall have received all fees, charges, expenses and other amounts payable to Lender a list of all subcontractors used on or prior to be used for completion of the ImprovementsClosing Date pursuant to the Loan Documents, and executed partial release and lien waivers from subcontractorsincluding without limitation, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for ConstructionDebt Service Reserve Amount; (g) Contractor has provided Lender a copy shall have received true and correct copies of any and all insurance policiesleases set forth on Schedule 5.4, which Contractor is required and such consents, approvals, estoppel certificates and agreements, including, without limitation, any applicable Landlord Waivers and Consents with respect to maintain under any and all leases set forth on Schedule 5.4, from such third parties as Lender and its counsel shall determine are necessary or desirable with respect to (i) the ContractLoan Documents and/or the transactions contemplated thereby, and/or (ii) claims against any Borrower or in lieu thereofGuarantor, a certificate of insurance which confirms Contractor has obtained all insurance required under the ContractCollateral or the Real Estate; (h) Contractor has provided Lender evidence that Contractor is each Borrower shall be in compliance with Chapter 416Section 7.13(b) and Section 6.5, Texas Property Code; andand Lender shall have received original certificates of all insurance policies of each Borrower confirming that they are in effect and that the premiums due and owing with respect thereto have been paid in full and naming Lender as sole beneficiary or loss payee and additional insured, as appropriate; (i) Borrower all corporate and Contractor have provided Lender such other items as proceedings, documents, instruments and other legal matters in connection with the transactions contemplated by the Loan Documents (including, but not limited to, those relating to corporate and capital structures of each Borrower) shall be satisfactory to Lender; (j) Lender shall reasonably require.have received, in form and substance satisfactory to Lender, (i) evidence of the repayment in full and termination of all Indebtedness of Borrower to [GE Entity] and all related documents, agreements and instruments and of all Liens, security interests and Uniform Commercial Code financing statements relating thereto, and (ii) release and termination of any and all Liens, security interest and/or Uniform Commercial Code financing statements in, on, against or with respect to any of the Collateral, the Real Estate or the Leasehold (other than Permitted Liens and the existing first priority Lien against the Real Estate owned by PHC-Virginia);

Conditions to Initial Advance. Lender shall have no obligation not be obligated to make the Initial Advance of funds to Borrower unless first advance until the covenants and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, conditions set out hereinbefore and the following further conditions of this section shall have been satisfied: (a) Borrower The requirements of Section 2.5 shall have been satisfied by Borrower's execution and Contractor delivery of the Loan Documents. The Loan Documents shall be in full force and effect. No Event of Default shall have executed occurred and delivered to Lender this Agreementbe continuing, and no event shall have occurred which upon the Contractlapse of time or giving of notice, the Note, the Deed or both would constitute an Event of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced by the NoteDefault; (b) Borrower Corporate borrowing resolutions and Contractor corporate organizational documents of the Borrower, both in form and substance satisfactory to Lender, have furnished Lender all documents required by Lender been delivered to evidence compliance with Subchapter K, Chapter 53, Texas Property CodeLender; (c) To Receipt by Lender of an opinion letter of counsel to the extent applicableBorrower, Contractor reasonably satisfactory to Lender, that (i) upon due authorization and execution by the parties thereto, the Loan Documents will be legal, valid and binding instruments, enforceable against Borrower in accordance with their respective terms; (ii) that Borrower is a Virginia corporation duly organized and validly existing under the laws of the Commonwealth of Virginia, and has furnished all requisite power and authority to execute and perform its obligations under all Loan Documents to which it is a party; (iii) that the parties who executed the Loan Documents were duly authorized to do so and that the Loan Documents were duly executed by such parties; and (iv) as to such other matters, incident to the transactions contemplated hereby, as Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Codemay reasonably require; (d) Contractor has provided Lender a copy of the final plans and specifications for the construction of the Improvements acceptable to Lender, along Borrower shall have complied with a timetable and budget for completion of the Improvements as required by its obligations under this Agreement and the Contractor's accepted bidAgreement; (e) Contractor has provided Lender a copy of the building permit for the ImprovementsThe Loan Fee shall have been paid by Borrower to Lender; (f) Contractor has provided A copy of a title insurance commitment is issued to Borrower by a title insurer acceptable to the Lender in the amount of Borrower's acquisition price of each Project to be financed with the Loan, which shall commit to insure that the Borrower, upon closing, will own marketable fee simple title to the Property, free and Lender a list clear of all subcontractors used or to liens and objections and such other matters as may be used for completion of approved by the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against Lender (the Amount Available for Construction"Approved Title Insurance Commitment"); (g) Contractor A request for an advance or due diligence book in a form satisfactory to Lender has provided Lender a copy of all insurance policiesbeen duly executed by the Borrower, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contractapproved by Lender; (h) Contractor has provided Executed copies of the Purchase Contract, for each Project to be financed with the Loan, both in form and substance satisfactory to the Lender evidence that Contractor is have been delivered to Lender; (i) There shall be no litigation or dispute outstanding or threatened which in compliance Lender's sole opinion jeopardizes the continued operation of the Project to be financed with Chapter 416, Texas Property Codethe Loan; (j) Lender shall have received and approved operating statements and anticipated capital expenditure budgets for the Project to be financed by the Loan; and (ik) Borrower Lender shall have received and Contractor have provided Lender approved such other items as information about each Project that is to be financed with the Loan that Lender shall may reasonably requirerequest from Borrower.

Conditions to Initial Advance. Lender Agent shall have no obligation not be obligated to make consent to the Initial initial Advance of funds to the Borrower unless and until Contractor until: a. Agent has furnished Borrower received: (1) copies of the Plans and Lender Specifications and all executed Construction Contracts; (2) a certificate from the Bond permitted by this Contract, Engineer stating that the Plans and the following conditions Specifications have been satisfied: (a) Borrower and Contractor have executed and delivered to Lender this Agreement, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced approved by the Note; (b) Borrower Engineer and Contractor have furnished Lender all documents required by Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Code; (c) To the extent applicable, Contractor has furnished Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Code; (d) Contractor has provided Lender a copy of the final plans and specifications satisfactorily provide for the construction of the Improvements Project in accordance with the Project Sources and Uses Statement; (3) copies of all authorizations and permits which are presently procurable and required by any Legal Requirement for the construction and proposed use of the Project; (4) an original current survey of the Project showing the perimeter of the Real Property by courses and distances, all easements and rights-of-way, the line of the streets abutting the Real Property and the width thereof, any encroachments and the extent thereof in feet and inches, the relation of the proposed Project by distances to the perimeter of the Real Property and the proposed Project lines, all acceptable to Lenderthe Agent to modify the "area, along with a timetable boundaries, and budget for completion encroachments" exception to the maximum extent permissible by law; and (5) copies of the Improvements as policies of insurance required by the Loan Documents accompanied by evidence by the payment of the premiums therefor, or a Certificate of Insurance executed by the insurer or its authorized agent. b. The Loan Documents have been duly authorized, executed, and recorded or filed in accordance with applicable Legal Requirements and original counterparts thereof delivered to Agent. c. The Title Company has issued the commitment for Title Insurance. d. Borrower, and, if requested by Agent, the Engineer and Inspecting Engineer, have executed, or caused to be executed, and delivered to Agent a Draw Request in form and substance acceptable to Agent certifying in acceptable detail the expenditures made or expenses incurred by the Borrower of the type described in Section 2.2 of this Agreement, with such supporting data as Agent may reasonably require, and that the amount requested represents sums actually spent or indebtedness actually incurred. e. The Borrower pays to Agent, or any other person or party entitled thereto, all fees and costs then due and payable with reference to this Agreement and the Contractor's accepted bid;subject hereof, including any commitment or origination fee to be paid to the Agent. (e) Contractor f. A Sworn Construction Statement has provided Lender a been prepared and executed by the Engineer, and delivered to the Agent accompanied by executed lien waivers and any other documents required by the Title Company for all Project Costs paid by Borrower prior to the Closing Date. g. A copy of the building permit issued by the appropriate governmental entity for the Improvements;Project has been delivered to the Agent. (f) Contractor h. Borrower has provided Borrower and Lender a list deposited with the Disbursing Agent the Borrower's Equity pursuant to the provisions of all subcontractors used or to be used for completion Section 2.1 of this Agreement. i. Executed copies of the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Construction; (g) Contractor has provided Lender a copy of all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416, Texas Property Code; and (i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably requireCommerce Bank Loan Documents.

Conditions to Initial Advance. The obligation of Lender shall have no obligation to make the Initial initial Advance pursuant to this Agreement under either one of funds the Notes is subject to Borrower unless the satisfaction and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and fulfillment of each of the following conditions precedent which shall have occurred on or before the date hereof, or simultaneously with the closing of the transactions contemplated by this Agreement, unless compliance therewith shall have been satisfiedwaived in writing by Lender: (a) Borrower and Contractor There shall have executed been duly executed, where appropriate, and delivered to Lender by the Borrower (and/or any other requisite party thereto) the following: (1) this Agreement, ; (2) the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced by the Line B Term Promissory Note; (3) the Revolving Line of Credit Promissory Note; (4) the Stock Pledge Agreements covering the capital stock of NGE Leasing, Inc., Rotary Gas Systems, Inc. and Great Lakes Compression, Inc., in each case being in substantially the form attached hereto as Exhibit E; (5) the Security Agreement in substantially the form attached hereto as Exhibit F; (6) a certificate of account status (good standing) and a certificate of existence for Borrower in the jurisdiction under the laws of which Borrower is organized and in each jurisdiction wherein Borrower's operations, transaction of business or ownership of property make qualification as a foreign corporation necessary; (7) an Officer's Certificate in substantially the form attached hereto as Exhibit G, which shall contain the names and signatures of the officers of the Borrower authorized to execute Loan Papers and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (A) a copy of resolutions duly adopted by the Board of Directors of the Borrower and in full force and effect at the time this Agreement is entered into, covering the matters described in subparagraph (d) below of this Section 3.1, (B) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower's state of organization, and (C) a copy of the bylaws of Borrower, and certifying as to such other matters as Lender may reasonably require; and (8) such other documents or instruments as Lender may reasonably require. (b) Borrower There shall have been executed, where appropriate, and Contractor have furnished delivered by the Subsidiaries (and/or any other requisite party thereto) the following, all of which shall be in form and substance satisfactory to Lender and its counsel: (1) the Guaranty Agreement in substantially the form attached hereto as Exhibit H; (2) a Security Agreement in substantially the form attached hereto as Exhibit I; (3) a certificate of account status (good standing) and a certificate of existence for each Subsidiary in the jurisdiction under the laws of which each Subsidiary is organized and in each jurisdiction wherein its operations, transaction of business or ownership of property made qualification as a foreign entity necessary; (4) an Officer's Certificate of each Subsidiary in substantially the form attached hereto as Exhibit J, which shall contain the names and signatures of the officers or members of each Subsidiary authorized to execute Loan Papers and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (A) a copy of resolutions duly adopted by the Board of Directors or Managers, as the case may be, of such Subsidiary and in full force and effect at the time this Agreement is entered into, covering the matters described in subparagraph (e) below of this Section 3.1, (B) a copy of the charter or other organizational documents of each such Subsidiary and all amendments thereto, certified by the appropriate official of such Subsidiary's state of organization, and (C) a copy of the bylaws or regulations of each such Subsidiary, and certifying as to such other matters as Lender may reasonably require; and (5) such other documents required by or instruments as Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Code;may reasonably require. (c) To All requirements of notice to perfect each Bank Lien shall have been accomplished or arrangements made therefor to the extent applicable, Contractor has furnished satisfaction of Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Codeand its counsel; (d) Contractor has provided Lender a copy The Borrower shall have approved the execution, delivery and performance of the final plans Loan Papers to which it is a party by resolutions satisfactory to Lender and specifications for its counsel, authorizing (i) the construction execution, delivery and performance of this Agreement, the Notes and the other Loan Papers to which the Borrower is a party, (ii) the borrowings contemplated hereunder and (iii) the granting by it of the Improvements acceptable pledge and security interests pursuant to the Loan Papers to which the Borrower is a party and appropriate certificates as to such actions, showing the parties authorized to execute the Loan Papers and all items required herein, shall have been delivered to the Lender, along with a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bid; (e) Contractor has provided Lender a copy The respective boards of directors, managers, or other governing body, as the case may be, of each Guarantor shall have approved the execution, delivery and performance of the building permit for Loan Papers to which it is a party by resolutions satisfactory to Lender and its counsel, authorizing (i) the Improvementsexecution, delivery and performance of the Loan Papers to which it is a party, (ii) acknowledging the benefits and consideration to such Guarantor from the borrowings contemplated hereunder and (iii) authorizing the granting by it of the pledge and security interests pursuant to the Loan Papers to which it is a party and appropriate certificates as to such actions, showing the parties authorized to execute such Loan papers and all items required herein, shall have been delivered to Lender; (f) Contractor has provided Borrower and Lender a list There shall exist no Event of all subcontractors used Default hereunder, nor shall any events or to be used for completion of the Improvementscircumstances have occurred, and executed partial release and lien waivers from subcontractorsnot theretofore been cured, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Construction;which with notice or lapse of time or both, would constitute an Event of Default hereunder; and (g) Contractor has provided Lender a copy The representations and warranties of the Borrower contained in Article IV shall be true and correct in all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract;material respects; and (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416No suit, Texas Property Code; andaction or other proceeding by a third party or a Governmental Authority shall be pending or threatened which relates to this Agreement or the transactions contemplated hereby. (i) Borrower and Contractor have provided All Liens (other than Bank Liens) securing the Debt described in Section 4.11 hereof shall be released, terminated or assigned to the Lender, or arrangements made therefor satisfactory to the Lender such other items as Lender shall reasonably requirein its sole discretion.

Conditions to Initial Advance. The obligation of Lender shall have no obligation to make Advances under the Initial Multiple Advance Term Promissory Note and the Revolving Line of funds Credit Promissory Note is subject to Borrower unless the satisfaction and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and fulfillment of each of the following conditions precedent which shall have occurred on or before the date hereof, or simultaneously with the closing of the transactions contemplated by this Agreement, unless compliance therewith shall have been satisfiedwaived in writing by Lender: (a) There shall have been duly executed, where appropriate, and delivered by the Borrower to Lender (and/or any other requisite party thereto) the following: (1) this Agreement; (2) the Notes; (3) the Security Agreement in substantially the form attached hereto as Exhibit F; (4) a certificate of account status (good standing) and a certifi­cate of existence for Borrower in the jurisdiction under the laws of which Borrower is organized and in each jurisdiction wherein Borrower's operations, transaction of business or ownership of property make qualification as a foreign corporation necessary; (5) an Officer's Certificate in substantially the form attached hereto as Exhibit G, which shall contain the names and signatures of the officers of the Borrower authorized to execute Loan Papers and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (a) a copy of resolutions duly adopted by the Board of Directors of the Borrower and Contractor have executed in full force and delivered effect at the time this Agreement is entered into, covering the matters described in subparagraph (d) below of this Section 3.1, (b) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower's state of organization, and (c) a copy of the bylaws of Borrower, and certifying as to such other matters as Lender this Agreement, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and may reasonably require; and (6) such other documents securing the loan evidenced by the Note;or instruments as Lender may reasonably require. (b) Borrower All requirements of notice to perfect each Bank Lien shall have been accomplished or arrangements made therefor to the satisfaction of Lender and Contractor have furnished Lender all documents required by Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Codeits counsel; (c) To The Borrower shall have approved the extent applicableexecution, Contractor has furnished delivery and performance of the Loan Papers to which it is a party by resolutions satisfactory to Lender evidence that Contractor has established and its counsel, authorizing (i) the execution, delivery and performance of this Agreement, the Notes and the other Loan Papers to which the Borrower is a construction account in compliance with Chapter 162party, Texas Property Code(ii) the borrowings contemplated hereunder and (iii) the granting by it of the pledge and security interests pursuant to the Loan Papers to which the Borrower is a party and appropriate certificates as to such actions, showing the parties authorized to execute the Loan Papers and all items required herein, shall have been delivered to the Lender; (d) Contractor has provided Lender a copy There shall exist no Event of the final plans Default hereunder, nor shall any events or circumstances have occurred, and specifications for the construction not theretofore been cured, which with notice or lapse of the Improvements acceptable to Lendertime or both, along with a timetable and budget for completion would constitute an Event of the Improvements as required by this Agreement and the Contractor's accepted bidDefault hereunder; (e) Contractor has provided Lender a copy The representations and warranties of the building permit for the ImprovementsBorrower contained in Article IV shall be true and correct in all material respects; (f) Contractor has provided Borrower and Lender No suit, action or other proceeding by a list of all subcontractors used third party or a Governmental Authority shall be pending or threatened which relates to be used for completion of this Agreement or the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Construction; (g) Contractor has provided Lender a copy of all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416, Texas Property Codetransactions contemplated hereby; and (i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably require.

Conditions to Initial Advance. The obligation of Lender shall have no obligation to make the ------------------------------- Initial Advance hereunder is subject to the prior or simultaneous occurrence of funds to Borrower unless and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and each of the following conditions have been satisfiedconditions: (a) Borrower and Contractor shall have executed and delivered furnished the Title Insurance to Lender this AgreementLender, at the Contract, the Note, the Deed sole expense of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced by the Note;Borrower. (b) Borrower and Contractor shall have furnished to Lender a current survey of the Project, certified by a registered surveyor or engineer, to Lender, Borrower, and the Title Insurance Company, showing all documents required by Lender easements, building or setback lines, rights-of-way and dedications affecting the Project, showing no state of facts objectionable to evidence compliance with Subchapter KLender, Chapter 53, Texas Property Code;and otherwise in form acceptable to Lender. (c) To Borrower shall have furnished to Lender, in form and substance satisfactory to Lender, letters from appropriate utility companies and each applicable Governmental Authority (or other satisfactory documents) evidencing the extent applicableavailability, Contractor has furnished Lender evidence that Contractor has established a construction account in compliance with Chapter 162when needed, Texas Property Code;of all necessary utilities at the boundary lines of the Project, including sanitary sewer facilities, storm sewer facilities, public water, telephone, electricity, and municipal services. (d) Contractor has provided Borrower shall have furnished to Lender, in form and substance satisfactory to Lender, letters from each applicable Governmental Authority evidencing that the present and proposed use of the Land and construction thereon complies with all Governmental Requirements. Further, Borrower shall have furnished to Lender evidence that the present and proposed use of the Land and construction of the Improvements contemplated thereon complies with all applicable deed restrictions and other restrictive covenants affecting the Land. (e) Borrower shall have furnished to Lender all soils and geological tests and reports with respect to the Land on which the Improvements are located, which reports shall contain no fact or condition which is unacceptable to Lender. (f) Borrower shall have furnished to Lender a Phase I Environmental Site Assessment of the Project, the form and substance of such report and the professional firm conducting such audit and preparing such report to be satisfactory to Lender. (g) Borrower shall have furnished to Lender certified copies of authority documents for Borrower and the Constituent Party authorizing the execution, delivery and performance of all of the Loan Documents and authorizing the borrowing hereunder, along with such certificates of existence, certificates of good standing and other certificates and documents as Lender may reasonably require to evidence Borrower's or such Constituent Party's authority. (h) Borrower shall have furnished to Lender true copies of all organization documents of Borrower, including the Limited Partnership Agreement and all amendments or supplements thereto, along with such certificates and other documents as Lender may reasonably require to evidence Borrower's authority. (i) Borrower shall have furnished to Lender true copies of all organizational documents of the Constituent Party and all amendments and supplements thereto. (j) Borrower shall have furnished to Lender an opinion of counsel for Borrower, which opinion shall be in form and substance reasonably satisfactory to Lender. (k) Borrower shall have furnished to Lender the Project Budget showing the total costs, including, but not limited to, such related nonconstruction items as interest during construction, commitment, legal, architect and real estate agents' fees, plus the amount of direct construction items required to be paid to satisfactorily complete the Project, free and clear of liens or claims for liens for material supplied and for labor and services performed. (l) Lender shall have received from Borrower and from Guarantor current Financial Statements. (m) Lender shall have received and shall have approved the Appraisal, which Appraisal shall reflect an "as-improved" value of not less than $4,546,154.00. (n) Lender shall have received, and approved, the insurance policy or policies required to be obtained and maintained by Borrower pursuant to the terms of the Deed of Trust. (o) Lender shall have received from Borrower all of the Loan Documents duly executed by Borrower and, where required, by Guarantor; and the Loan Documents shall remain outstanding and enforceable in accordance with their terms, all as required hereunder. (p) Lender shall have received evidence that Borrower has expended, other than from the proceeds of the Loan, $1,100,000.00 or more of Approved Costs toward the acquisition and/or construction of the Units. (q) Lender shall have received an executed copy of the final plans Construction Contract between Borrower and specifications Contractor for the construction of the Improvements acceptable to Improvements, which Construction Contract shall have been approved by Lender, along with a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bid;which approval shall not be unreasonably withheld or delayed. (er) Contractor has provided Lender shall have received a copy of the building permit for the Improvements; (f) Contractor has provided Borrower and Lender a list of all subcontractors used or other permits required by all Governmental Authority which are required to be used for completion permit construction of the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Construction;if applicable. (gs) Contractor has provided Lender a copy of all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract; (h) Contractor has provided Lender shall have received from Borrower evidence that Contractor Borrower is in compliance with Chapter 416ready, Texas Property Code; and willing and able to consummate the acquisition of at least eighty-five (i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably require.85)

Conditions to Initial Advance. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of Lender hereunder, Borrower shall have no obligation rights under this Agreement (but shall have all applicable obligations hereunder), and Lender shall not be obligated to make the Initial an initial Advance of funds to Borrower hereunder, unless and until Contractor has furnished Borrower shall have delivered to Lender, in form and Lender the Bond permitted by this Contract, and the following conditions have been satisfiedsubstance satisfactory to Lender: (a) Borrower and Contractor have executed and delivered to Lender this AgreementResolutions of Borrower's board of directors, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced certified by the Note; (b) Borrower Secretary or Assistant Secretary of Borrower, duly adopted and Contractor have furnished Lender all documents required by Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Code; (c) To in full force and effect on the extent applicable, Contractor has furnished Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Code; (d) Contractor has provided Lender a copy date of the final plans initial Advance, authorizing (i) the execution, delivery and specifications for performance of this Agreement and all other Loan Documents, (ii) the construction Advances hereunder and the performance by Borrower of the Improvements acceptable to Lender, along with a timetable and budget for completion of the Improvements as required all actions contemplated by this Agreement and the Contractor's accepted bid;other Loan Documents, (iii) the granting of the Liens provided for in this Agreement, (iv) specific officers to execute and deliver this Agreement, the other Loan Documents and all other related documents and instruments. (b) Acknowledgment copies of properly filed Uniform Commercial Code financing statements (Form UCC-l), dated a date reasonably near to the date of the Note, or such other evidence of filing as may be acceptable to the Lender, naming the Borrower as the debtor and the Lender as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Lender, desirable to perfect the security interest of the Lender pursuant to the Security Agreement. (c) Executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person in any of the Products previously granted by any Person. (d) Certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Lender, dated a date reasonably near to the date of the Note, listing all effective financing statements which name the Borrower (under its present name and any previous names) as the debtor and which are filed in the jurisdictions in which filings were made pursuant to CLAUSE (B) above, together with copies of such financing statements. (e) Contractor has provided Lender a copy Certificates of the building permit for chief financial officer of Borrower stating that no material adverse change has occurred prior to the Improvements;date of the initial Advance in the business, assets, operations, prospects, or financial or other condition of Borrower since DECEMBER 31ST, 1995. (f) Contractor has Evidence that the insurance policies provided Borrower for in Section 6.1.4 have been obtained and Lender a list are in full force and effect, certified by the Secretary or Assistant Secretary of all subcontractors used or to be used for completion of the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Construction;Borrower. (g) Contractor has provided Such additional information and materials as Lender a copy may reasonably request, including, without limitation copies of all insurance policiesany debt agreements, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract;security agreements and other material contracts. (h) Contractor has provided Lender evidence that Contractor is Copy of the letter from Borrower to its accountants referred to in compliance with Chapter 416, Texas Property Code; and (i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably requireSection 6.1.5 hereof.

Conditions to Initial Advance. The obligation of Lender shall have no obligation to make the Initial initial Advance pursuant to this Agreement under either one of funds the Notes is subject to Borrower unless the satisfaction and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and fulfillment of each of the following conditions precedent which shall have occurred on or before the date hereof, or simultaneously with the closing of the transactions contemplated by this Agreement, unless compliance therewith shall have been satisfiedwaived in writing by Lender: (a) Borrower and Contractor There shall have executed been duly executed, where appropriate, and delivered to Lender by the Borrower (and/or any other requisite party thereto) the following: (i) this Agreement, ; (ii) the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced by the Term Promissory Note; (iii) the Revolving Line of Credit Promissory Note; (iv) the Stock Pledge Agreements covering the capital stock of NGE Leasing, Inc., Flare King, Inc. and Natural Gas Engine Co., in each case being in substantially the form attached hereto as Exhibit E; (v) the Limited Liability Company Pledge Agreements covering the limited liability company membership interests of Hi-Tech Compressor Company, L.C. and Gas Engine Service, LLC, in each case being in substantially the form attached hereto as Exhibit F; (vi) the Security Agreement in substantially the form attached hereto as Exhibit G; (vii) a certificate of account status (good standing) and a certificate of existence for Borrower in the jurisdiction under the laws of which Borrower is organized and in each jurisdiction wherein Borrower's operations, transaction of business or ownership of property make qualification as a foreign corporation necessary; (viii) an Officer's Certificate in substantially the form attached hereto as Exhibit H, which shall contain the names and signatures of the officers of the Borrower authorized to execute Loan Papers and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (A) a copy of resolutions duly adopted by the Board of Directors of the Borrower and in full force and effect at the time this Agreement is entered into, covering the matters described in subparagraph (d) below of this Section 3.1, (B) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower's state of organization, and (C) a copy of the bylaws of Borrower, and certifying as to such other matters as Lender may reasonably require; and (ix) such other documents or instruments as Lender may reasonably require. (b) Borrower There shall have been executed, where appropriate, and Contractor have furnished delivered by the Guarantors (and/or any other requisite party thereto) the following, all of which shall be in form and substance satisfactory to Lender and its counsel: (i) in the case of the Subsidiaries, the Guaranty Agreement in substantially the form attached hereto as Exhibit I: (ii) in the case of the Guarantors other than the Subsidiaries, the Limited Guaranty Agreement in substantially the form attached hereto as Exhibit J; (iii) in the case of the Subsidiaries, a Security Agreement in substantially the form attached hereto as Exhibit G; (iv) a certificate of account status (good standing) and a certificate of existence for each Subsidiary in the jurisdiction under the laws of which each Subsidiary is organized and in each jurisdiction wherein its operations, transaction of business or ownership of property made qualification as a foreign entity necessary; (v) an Officer's Certificate of each Subsidiary in substantially the form attached hereto as Exhibit H, which shall contain the names and signatures of the officers or members of each Subsidiary authorized to execute Loan Papers and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (A) a copy of resolutions duly adopted by the Board of Directors or Managers, as the case may be, of such Subsidiary and in full force and effect at the time this Agreement is entered into, covering the matters described in subparagraph (e) below of this Section 3.1, (B) a copy of the charter or other organizational documents of each such Subsidiary and all amendments thereto, certified by the appropriate official of such Subsidiary's state of organization, and (C) a copy of the bylaws or regulations of each such Subsidiary, and certifying as to such other matters as Lender may reasonably require; and (vi) such other documents required by or instruments as Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Code;may reasonably require. (c) To All requirements of notice to perfect each Bank Lien shall have been accomplished or arrangements made therefor to the extent applicable, Contractor has furnished satisfaction of Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Codeand its counsel; (d) Contractor has provided Lender a copy The Borrower shall have approved the execution, delivery and performance of the final plans Loan Papers to which it is a party by resolutions satisfactory to Lender and specifications for its counsel, authorizing (i) the construction execution, delivery and performance of this Agreement, the Notes and the other Loan Papers to which the Borrower is a party, (ii) the borrowings contemplated hereunder and (iii) the granting by it of the Improvements acceptable pledge and security interests pursuant to the Loan Papers to which the Borrower is a party and appropriate certificates as to such actions, showing the parties authorized to execute the Loan Papers and all items required herein, shall have been delivered to the Lender, along with a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bid; (e) Contractor has provided Lender a copy The respective boards of directors, managers, or other governing body, as the case may be, of each Guarantor (excluding Messrs. Sellers, Sparkman, Yadon and Crocker) shall have approved the execution, deliv▇▇▇ ▇nd pe▇▇▇▇▇▇▇ce of the building permit for Loan Papers to which it is a party by resolutions satisfactory to Lender and its counsel, authorizing (i) the Improvementsexecution, delivery and performance of the Loan Papers to which it is a party, (ii) acknowledging the benefits and consideration to such Guarantor from the borrowings contemplated hereunder and (iii) authorizing the granting by it of the pledge and security interests pursuant to the Loan Papers to which it is a party and appropriate certificates as to such actions, showing the parties authorized to execute such Loan papers and all items required herein, shall have been delivered to Lender; (f) Contractor has provided Borrower and Lender a list There shall exist no Event of all subcontractors used Default hereunder, nor shall any events or to be used for completion of the Improvementscircumstances have occurred, and executed partial release and lien waivers from subcontractorsnot theretofore been cured, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Constructionwhich with notice or lapse of time or both, would constitute an Event of Default hereunder; (g) Contractor has provided Lender a copy The representations and warranties of the Borrower contained in Article IV shall be true and correct in all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contractmaterial respects; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416No suit, Texas Property Codeaction or other proceeding by a third party or a Governmental Authority shall be pending or threatened which relates to this Agreement or the transactions contemplated hereby; and (i) Borrower and Contractor have provided All Liens (other than Bank Liens) securing the Debt described in Section 4.11 hereof shall be released, terminated or assigned to the Lender, or arrangements made therefor satisfactory to the Lender such other items as Lender shall reasonably requirein its sole discretion.

Conditions to Initial Advance. The obligations of Lender shall have no obligation to make the initial Advance under the Revolving Facility (the “Initial Advance”) are subject to the satisfaction, in the sole judgment of Lender, of the following: (i) Borrower shall have delivered to Lender (A) the Loan Documents to which it is a party, if any, not executed on the Closing Date, each duly executed by an authorized officer of Borrower and the other parties thereto, and (B) a Borrowing Certificate for the Initial Advance under the Revolving Facility executed by an authorized officer of funds Borrower, and (ii) each Guarantor, if any, shall have delivered to Borrower unless and until Contractor has furnished Borrower and Lender the Bond permitted Loan Documents to which such Guarantor is a party, if any, not executed on the Closing Date, each duly executed and delivered by this ContractGuarantor or an authorized officer of such Guarantor, as applicable, and the following conditions have been satisfied: (a) Borrower and Contractor have executed and delivered to Lender this Agreement, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced by the Noteparties thereto; (b) Borrower Lender shall have received all fees, charges and Contractor have furnished expenses payable to Lender all documents required by Lender on or prior to evidence compliance with Subchapter K, Chapter 53, Texas Property Codethe date of the Initial Advance pursuant to the Loan Documents; (c) To all in form and substance reasonably satisfactory to Lender, Lender shall have received such consents, approvals and agreements, including, without limitation, any applicable Landlord Waivers and Consents and Warehouse Waivers and Consents with respect to any and all leases, warehouses and other locations set forth on Schedule 5.4 of the extent applicableDisclosure Schedule, Contractor has furnished from such third parties as Lender evidence that Contractor has established a construction account in compliance and its counsel shall determine are necessary or desirable with Chapter 162respect to (i) the Loan Documents and/or the transactions contemplated thereby, Texas Property Codeand/or (ii) claims against any Credit Party or the Collateral; (d) Contractor has provided Lender a copy shall have completed such bringdown examinations, the results of the final plans which shall be reasonably satisfactory in form and specifications for the construction of the Improvements acceptable substance to Lender, along with a timetable and budget for completion of the Improvements as required by this Agreement Collateral, the financial statements and the Contractor's accepted bidbooks, records, business, obligations, financial condition and operational state of each Credit Party as Lender may determine are necessary, and each of the Credit Parties shall have demonstrated to Lender’s reasonable satisfaction that (i) its operations comply in all material respects with all applicable federal, state, foreign and local laws, statutes and regulations, (ii) its operations are not the subject of any governmental investigation, evaluation or any remedial action which could result in any expenditure or liability deemed material by Lender, in its sole credit judgment, and (iii) it has no liability (whether contingent or otherwise) that is deemed material by Lender, in its sole credit judgment; (e) Contractor has provided Lender a copy of shall have received the building permit for the ImprovementsLockbox Agreement executed by all parties thereto in form and substance satisfactory to Lender in its sole discretion; (f) Contractor has provided Borrower Lender shall have delivered an instruction to the Lockbox Bank under the Lockbox Agreement directing that all funds be transferred from the Lockbox Account to the Lender’s Concentration Account and Lender a list of all subcontractors used or to be used for completion of shall have received confirmation from the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for ConstructionLockbox Bank that it has implemented such instruction as required by Section 2.5; (g) Contractor has provided the Credit Parties shall be in compliance with Section 6.5, and Lender a copy shall have received copies of all insurance policiespolicies or binders, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate original certificates of insurance which confirms Contractor has obtained all insurance required under policies of the Contract;Credit Parties confirming that they are in effect and that the premiums due and owing with respect thereto have been paid in full and endorsements of such policies issued by the applicable Insurers and in each case naming Lender as loss payee or additional insured, as appropriate; and (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416, Texas Property Code; and (i) Borrower and Contractor shall have provided Lender received such other items documents, certificates, information or legal opinions as Lender shall may reasonably requirerequest, all in form and substance reasonably satisfactory to Lender.

Conditions to Initial Advance. Lender Funding of Term Loan and Closing (i) Borrower shall have no obligation delivered to make Lender (A) the Loan Documents to which it is a party, each duly executed by an authorized officer of Borrower and the other parties thereto, and (B) a Borrowing Certificate for the Initial Advance under the Revolving Facility executed by an authorized officer of funds Borrower, and (ii) each Guarantor shall have delivered to Borrower unless and until Contractor has furnished Borrower and Lender the Bond permitted Loan Documents to which such Guarantor is a party, each duly executed and delivered by this Contractsuch Guarantor or an authorized officer of such Guarantor, as applicable, and the following conditions have been satisfied: (a) Borrower and Contractor have executed and delivered to Lender this Agreement, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced by the Noteparties thereto; (b) all in form and substance satisfactory to Lender in its sole discretion, Lender shall have received (i) a report of Uniform Commercial Code financing statement, tax and judgment lien searches performed with respect to each Borrower and Contractor have furnished Guarantor in each jurisdiction determined by Lender all documents in its sole discretion, and such report shall show no Liens on the Collateral (other than Permitted Liens), (ii) each document (including, without limitation, any Uniform Commercial Code financing statement) required by any Loan Document or under law or requested by Lender to be filed, registered or recorded to create in favor of Lender, a perfected first priority security interest upon the Collateral, and (iii) evidence compliance with Subchapter Kof each such filing, Chapter 53registration or recordation and of the payment by Borrower of any necessary fee, Texas Property Codetax or expense relating thereto; (c) To Lender shall have received (i) the extent applicableCharter and Good Standing Documents, Contractor has furnished all in form and substance acceptable to Lender, (ii) a certificate of the corporate secretary or assistant secretary of each Borrower dated the Closing Date, as to the incumbency and signature of the Persons executing the Loan Documents, in form and substance acceptable to Lender, and (iii) the written legal opinion of counsel for Borrower and Guarantors, in form and substance satisfactory to Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Codeand its counsel; (d) Contractor has provided Lender shall have received a copy certificate of the final plans chief financial officer (or, in the absence of a chief financial officer, the chief executive officer) of each Borrower and specifications Guarantor, in form and substance satisfactory to Lender (each, a “Solvency Certificate”), certifying (i) the solvency of such Person after giving effect to the transactions and the Indebtedness contemplated by the Loan Documents, and (ii) as to such Person’s financial resources and ability to meet its obligations and liabilities as they become due, to the effect that as of the Closing Date and the Borrowing Date for the construction Initial Advance and the date of funding of the Improvements acceptable Term Loan and after giving effect to Lendersuch transactions and Indebtedness: (A) the assets of such Person, along at a Fair Valuation, exceed the total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of such Person, and (B) no unreasonably small capital base with a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bidwhich to engage in its anticipated business exists with respect to such Person; (e) Contractor has provided Lender a copy shall have completed examinations, the results of which shall be satisfactory in form and substance to Lender, of the building permit for Collateral, the Improvementsfinancial statements and the books, records, business, obligations, financial condition and operational state of each Borrower and Guarantor, and each such Person shall have demonstrated to Lender’s satisfaction that (i) its operations comply, in all respects deemed material by Lender, in its sole judgment, with all applicable federal, state, foreign and local laws, statutes and regulations, (ii) its operations are not the subject of any governmental investigation, evaluation or any remedial action which could result in any expenditure or liability deemed material by Lender, in its sole judgment, and (iii) it has no liability (whether contingent or otherwise) that is deemed material by Lender, in its sole judgment; (f) Contractor has provided Borrower Lender shall have received all fees, charges and expenses payable to Lender a list of all subcontractors used on or prior to be used for completion of the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts Closing Date pursuant to be disbursed to Contractor against the Amount Available for ConstructionLoan Documents; (g) Contractor has provided all in form and substance satisfactory to Lender a copy of in its sole discretion, Lender shall have received such consents, approvals and agreements, including, without limitation, any applicable Landlord Waivers and Consents with respect to any and all insurance policiesleases set forth on Schedule 5.5, which Contractor is required from such third parties as Lender and its counsel shall determine are necessary or desirable with respect to maintain under (i) the ContractLoan Documents and/or the transactions contemplated thereby, and/or (ii) claims against any Borrower or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under Guarantor or the ContractCollateral; (h) Contractor has provided Lender evidence that Contractor is Borrower shall be in compliance with Chapter 416Section 7.13(b) and Section 6.5, Texas Property Codeand Lender shall have received (i) certified copies of all such insurance policies, and (ii) original certificates of such insurance policies confirming that they are in effect and that the premiums due and owing with respect thereto have been paid in full and naming Lender as sole beneficiary or loss payee and additional insured, as appropriate; (i) all corporate and other proceedings, documents, instruments and other legal matters in connection with the transactions contemplated by the Loan Documents (including, but not limited to, those relating to corporate and capital structures of Borrower) shall be satisfactory to Lender; (j) Lender shall have received, in form and substance satisfactory to Lender, (i) evidence of the repayment in full and termination of Borrower’s credit facility with The CIT Group/Business Credit, Inc., the satisfaction in full of the ▇▇▇▇▇▇ Note and repayment of vendors in amounts as may be necessary to repay certain key payables (as disclosed to Lender prior to the Closing Date) unpaid more than 60 days after their due date and all related documents, agreements and instruments and of all Liens, security interests and Uniform Commercial Code financing statements relating thereto, and (ii) release and termination of any and all Liens, security interest and/or Uniform Commercial Code financing statements in, on, against or with respect to any of the Collateral (other than Permitted Liens); (k) Borrower shall not be in default under any written contract or in respect of any borrowed money, other than defaults in respect of agreements with Tri-Link, whose claims are secured only by certain identified assets purchased by Borrower from Tri-Link; (l) Borrower must have Availability equal to a minimum of $1,000,000; (m) Lender shall have received evidence satisfactory to it that ▇▇▇▇▇▇ Corporation has accepted repayment in an amount not to exceed $4,000,000 in satisfaction of the balance owing under the ▇▇▇▇▇▇ Note; (n) Borrower, shall have achieved for the twelve month period ending June 1, 2005 (i) EBITDA of not less than $3,000,000, and (ii) a Fixed Charge Coverage Ratio of not less than 1.1 to 1.0; (o) Borrower shall have executed and filed IRS Form 8821 with the appropriate office of the Internal Revenue Service; and (ip) Borrower and Contractor Lender shall have provided Lender received such other items documents, certificates, information or legal opinions as Lender shall may reasonably requirerequest, all in form and substance reasonably satisfactory to Lender.

Conditions to Initial Advance. Lender shall have no obligation The obligations of Lenders to make the Initial Advance of funds to Borrower unless and until Contractor has furnished Borrower and Lender on the Bond permitted by this Contract, and the following conditions have been satisfiedClosing Date is subject to: (a) Borrower and Contractor have executed and delivered to Lender this Agreementhaving received, the Contract, the Note, the Deed of Trustsince its formation, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced by the Noteaggregate cash equity capital contribution from Sponsors in an amount not less than $20,800,000; (b) Borrower and Contractor the Related Transactions shall have furnished Lender all documents required been consummated in accordance with the respective terms of the Related Transactions Documents, except as may have been consented to in writing by Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property CodeAgent; (c) To the extent applicable, Contractor has furnished Lender Agent shall have received evidence satisfactory to Agent that Contractor has established the development and construction work at the Project is supported by a construction account Construction Surety Bond having terms and in compliance an amount satisfactory to Agent issued by an issuer satisfactory to Agent which Construction Surety Bond(s) shall be collaterally assigned to Agent (and with Chapter 162, Texas Property Codeendorsements satisfactory to the Agent); (d) Contractor has Agent and the Construction Consultant shall be satisfied that the Project Land does not contain any historical geological sites the preservation or destruction of which could delay, impair or otherwise adversely effect the Project Opening or the operation or financial performance of the Project; (e) any third-party and regulatory approvals and consents necessary to consummate the proposed transactions and operate the Project as contemplated and permit the Agent and Lenders to be creditors to the Borrower (and permit assignments so that entities managed by entities under common control with the Agent or any Lender may be creditors to the Borrower) shall have been obtained and shall be final and non-appealable (other than (i) approvals and consents to permit racing dates which have not yet been awarded or determined and (ii) the Minnesota Racing Commission’s approval of the “Card Room Plan of Operations” (it being agreed that the Borrower shall use good faith efforts to cause all such approvals and consents to be obtained as soon as practicable)); (f) Agent and the Construction Consultant shall have received and approved the Plans and Specifications and Project Budget; (g) Agent shall have received and approved the Borrower’s business plan; (h) Agent and its environmental consultant shall have approved the scope and content of any environmental audit reports required by Agent to be provided Lender by Borrower with respect to real property owned or leased by Borrower or any of its subsidiaries and shall be satisfied that there are no existing or potential environmental liabilities which could have an adverse impact on the financial condition of Borrower. Any environmental audit report required by Agent must be prepared by a nationally recognized environmental engineering firm acceptable to Agent, delivered at least 10 days prior to closing and addressed to Agent; (i) Agent shall have received a copy of the final plans Project Plan, the Plans and specifications Specifications, the Project Budget, the Construction Schedule and the Disbursement Schedule, in each case for the Project and in form and substance reasonably acceptable to Agent and Construction Consultant. Agent shall have received a true, correct and complete copy of all other Project Documents then in place for the Project, each in form and substance reasonably satisfactory to Agent; (j) Agent shall have received a copy of any Architect Agreement for the Project, in each case in form and substance reasonably acceptable to Agent and Construction Consultant, and each Architect under such Architect Agreements shall have delivered to Agent a duly executed and completed Architect Consent with respect to its Architect Agreement, in the form required hereunder and otherwise reasonably acceptable to Agent and Construction Consultant; (k) Agent shall have received a copy of any Developer Consultant Agreement for the Project, in each case in form and substance reasonably acceptable to Agent and Construction Consultant, and each Developer Consultant under such Develop Agreements shall have delivered to Agent a duly executed and completed Developer Consultant Consent with respect to its Developer Consultant Agreement, in the form required hereunder and otherwise reasonably acceptable to Agent and Construction Consultant; (l) Agent shall have received a copy of any General Contractor Agreement, in each case in form and substance reasonably acceptable to Agent and Construction Consultant, and any General Contractor under such General Contractor Agreement shall have delivered to Agent a duly executed and completed General Contractor Consent with respect to its General Contractor Agreement, in the form required hereunder and otherwise reasonably acceptable to Agent and Construction Consultant; (m) a copy of all Governmental Approvals necessary for the construction of the Improvements acceptable to LenderProject as contemplated by the Plans and Specifications, along with including, without limitation, a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bid; (e) Contractor has provided Lender a copy of the final building permit for the ImprovementsProject with no conditions to Borrower’s right to commence construction (other than the payment of certain amounts which are to be paid on the Closing Date as set forth in that certain Letter of Direction, dated as of the Closing Date, by the Borrower to the Agent), and all relevant Construction Permits, licenses and approvals, have been obtained and shall have been delivered to Agent and approved by Agent and Construction Consultant; (fn) Contractor has provided Borrower and Lender a list of all subcontractors used or Agent shall have received evidence reasonably satisfactory to be used for completion of the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for ConstructionAgent that no Shortfalls exist; (go) Contractor has provided Lender a copy Agent shall have received (i) the Title Insurance Policy, together with evidence of coinsurance and reinsurance direct access arrangements as Agent shall reasonably require and (ii) copies of all other policies of all insurance policies, which Contractor is required to maintain under the Contract, be maintained pursuant to this Agreement or any other Loan Document or other evidence of such insurance acceptable to Agent in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contractits reasonable discretion; (hp) Contractor Agent shall have received evidence reasonably acceptable to Agent (including, without limitation, letters from applicable Governmental Authorities, opinions from zoning counsel and certifications from the Architect) that the Project and the Property does and will comply with all applicable zoning, subdivision, land use, parking, environmental and building statutes, codes, ordinances, regulations, variances and special regulations; (q) Each of MTR Gaming Group, Inc. (“MTR Gaming”), Southwest Casino Corporation (“Southwest Casino”) and each Sponsor shall have executed an agreement, in form and substance reasonably acceptable to Agent, providing that MTR Gaming, Southwest Casino and each Sponsor, respectively, shall (i) to the extent not prohibited by existing agreements to which it is a party, invest additional amounts in the Borrower to the extent necessary to cause the Project to be completed and Project Opening to occur, (ii) covenanted not to enter into any agreement, or otherwise permit to exist, any restriction on making any investment or providing support to Borrower other than those in existence on the date hereof and (iii) agreed to pay to Agent the amount of any dividend, distribution or payment made to such entity or its affiliates in violation of this Agreement. (r) each representation and warranty by any Loan Party contained herein or in any other Loan Document is true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the Closing Date; (s) no Default or Event of Default has provided Lender evidence that Contractor occurred and is in compliance with Chapter 416, Texas Property Codecontinuing or would result after giving effect to the Initial Advance; and (it) Borrower shall deliver all documents listed on, take all actions set forth on and Contractor have provided Lender such satisfy all other items conditions precedent listed in the Closing Checklist attached hereto as Lender shall Annex B, all in form and substance, or in a manner, reasonably requiresatisfactory to Agent.

Conditions to Initial Advance. In addition to all the conditions set forth in Section 6.1 having been satisfied, on or prior to the date of the disbursement of the initial Loans (hereinafter called the "Closing"), the obligations of each Lender shall have no obligation to make the Initial Advance of funds initial Loans hereunder is subject to Borrower unless and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and the following conditions have been satisfiedprecedent: (aA) Administrative Agent shall have successfully located additional Lenders to become Participant(s) in the Revolving Credit Facility in an aggregate amount of not less than $15,000,000. (B) Administrative Agent shall have delivered or caused to be delivered to Borrowers the following: (i) This Agreement, duly executed by each Lender; (ii) The Security Agreement, duly executed by each Lender; and (iii) Letters of Credit on behalf of Borrowers in favor of the Letter of Credit Beneficiaries in the aggregate amount of $3,846,970.25 (the "INITIAL LETTERS OF CREDIT") for the purpose of replacing the letters of credit issued by Harris Bank in favor of the Letter of Credit Beneficiaries (the "▇▇▇▇▇S LETTERS OF Credit") outstanding under that certain Credit Agre▇▇▇▇▇ dated as of October 31, 1997, as amended (the "HARRIS CREDIT FACILITY"). (C) Borrowers shall have delivered or ▇▇▇▇▇d to be delivered to each Lender, including Administrative Agent, each in form and substance satisfactory to Administrative Agent, the following: (i) This Agreement, duly executed by each Borrower; (ii) The Notes, which shall be duly executed by Borrowers collectively in favor of each Lender, the forms of which are attached hereto as EXHIBITS A-1 AND A-2; (iii) The Security Agreement, duly executed by each Borrower, together with all UCC financing statements and other instruments as may be necessary to grant Lenders a first priority security interest in: (i) all the capital stock held by IRI in each Borrower and Contractor have (ii) all the assets of each Borrower, the form of which is attached hereto as EXHIBIT B; (iv) The Foreign Subsidiary Pledge Agreement, duly executed by IRI, pledging 66% of the outstanding stock of the wholly owned Foreign IRI Subsidiaries, the form of which is attached hereto as EXHIBIT C; (v) The U.S. Subsidiary Pledge Agreement, duly executed by IRI, pledging all of the outstanding stock of its wholly owned Direct U.S. Subsidiaries, the form of which is attached hereto as EXHIBIT D; (vi) The Lockbox Agreement, duly executed by Borrowers the form of which is attached hereto as EXHIBIT E; (vii) Certified (as of the date of the Closing) copies of resolutions of each Borrower authorizing the execution, delivery and delivered to Lender performance of this Agreement, the ContractNotes, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and each other documents securing the loan evidenced by the Notedocument to be delivered pursuant hereto; (bviii) A certificate (dated the date of the Closing) of each Borrower's corporate secretary as to the incumbency and signatures of the officers of such Borrower signing this Agreement, the Notes, and Contractor have furnished Lender all documents required each other document to be delivered by Lender such Borrower pursuant to evidence compliance with Subchapter K, Chapter 53, Texas Property Codethis Agreement; (cix) To A copy of each Borrower's charter and by-laws, as each may have been amended, together with a certificate (dated the extent date of the Closing) of such Borrower's corporate secretary, as applicable, Contractor has furnished Lender evidence to the effect that Contractor has established a construction account in compliance with Chapter 162, Texas Property Codesuch charter and by-laws have not been amended since the date of the most recent amendment certified therein; (dx) Contractor has provided Lender a copy For each Borrower, certificates, as of the final plans and specifications for the construction most recent dates practicable, of the Improvements acceptable to Lender, along with a timetable and budget for completion Secretary of the Improvements as required by this Agreement State of such Borrower's state of organization and the Contractor's accepted bidSecretary of State of each state in which each Borrower is qualified as a foreign corporation as to the good standing of such Borrower; (exi) Contractor has provided Lender a copy Pay-off letters from Harris Trust and Savings Bank and the other lenders participatin▇ ▇▇ ▇he Harris Credit Facility (the "SENIOR LIENHOLDERS") indicating the ▇▇▇▇▇t necessary to retire the existing indebtedness of Borrowers to the Senior Lienholders and evidence, satisfactory to Administrative Agent, of the building permit for release of any and all Collateral in which the ImprovementsSenior Lienholders have a security interest and such other documents as may be required, excluding the Harris Letters of Credit; (fxii) Contractor has provided Borrower and Lender a list An opinion of all subcontractors used or U.S. co▇▇▇▇▇ to be used Borrowers (except for completion IRI Puerto Rico, Inc.) in substantially the form of the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for ConstructionEXHIBIT F attached hereto; (gxiii) Contractor has provided Lender a Third party consents from those Persons Administrative Agent deems necessary; (xiv) A certified copy of all insurance policieseach policy of insurance, which Contractor is required to maintain under the Contractor, or in lieu thereof, a certificate certificates of such policies of insurance satisfactory to Administrative Agent, and evidence of payment of all premiums therefor, which confirms Contractor has obtained all insurance required under shall contain a loss payable endorsement in the Contractform of EXHIBIT H attached hereto; (hxv) Contractor has provided Lender evidence that Contractor is A solvency certificate certified by IRI's chief financial officer in compliance with Chapter 416, Texas Property Code; andthe form of EXHIBIT K attached hereto; (ixvi) Borrower A Master Letter of Credit Agreement duly executed by Borrowers, the form of which is attached hereto as EXHIBIT L and Contractor have provided Lender such other items as Lender shall reasonably require.acceptable Issuance Requests to cover the Harris Letters of Credit;

Conditions to Initial Advance. Lender The obligation of Lenders to lend the initial Advance shall have no obligation be subject to make the Initial Advance fulfillment (to the satisfaction of funds to Borrower unless and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and Agent) of the following conditions have been satisfiedprecedent: (a) Each Borrower and Contractor shall have executed and delivered to Lender this Agreement, Agent the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced by the Note;Notes. (b) Each Borrower shall have executed and Contractor have furnished Lender all documents delivered to Agent the Pledge Agreement as required by Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Code;Section 2.14 hereof. (c) To the extent applicable, Contractor has furnished Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Code;[INTENTIONALLY OMITTED] (d) Contractor has provided Lender Borrowers shall, in connection with the Swing Line, have executed and delivered to Agent a copy Working Cash Line of the final plans and specifications for the construction of the Improvements acceptable to LenderCredit Agreement, along with a timetable and budget for completion of the Improvements as required by this Working Cash Trust Agreement and a Working Cash Line of Credit, Investment Sweep Agreement (the Contractor's accepted bid;"Working Cash Agreements"). (e) Contractor has provided Lender a copy of Counsel to the building permit for the Improvements;Borrowers shall have delivered to Agent its opinion, in form and substance satisfactory to Agent. (f) Contractor has provided Borrower and Lender a list of all subcontractors used or to be used for completion Agent shall have received copies of the Improvementsfollowing: (i) All of the consents, approvals and executed partial release waivers referred to on Exhibit 3.2 hereto, except only those which, as stated on Exhibit 3.2, shall not be delivered and lien waivers from subcontractorseach such consent, suppliers waiver and Contractor for all amounts approval so delivered shall be in form and substance satisfactory to be disbursed to Contractor against the Amount Available for ConstructionLenders; (gii) Contractor has provided Lender a copy Copies of all insurance policiescorporate action (including, without limitation, directors' resolutions and stockholders' consents) taken by each Borrower to authorize the execution, delivery and performance of any agreement, instruments and documents to which Contractor it is required a party pursuant hereto or in connection herewith, and an incumbency certificate with respect to maintain each such corporation in each case, certified by its respective secretary; (iii) Such other documents, including UCC-1 Financing Statement and UCC-3 Amendment Statements (or other document necessary to grant or perfect a lien on personal property or real estate under the Contractapplicable law of a particular jurisdiction) as any Lender may require; (A) The Borrowers shall have complied and shall then be in compliance with all of the terms, covenants and conditions of this Agreement; (B) There shall exist no Event of Default or Default; and (C) The representations and warranties contained in lieu thereof, a certificate of insurance which confirms Contractor has obtained Article 3 hereof shall be true in all insurance required under the Contractmaterial respects; (h) Contractor has provided Lender evidence Agent shall have received a Certificate (a "Compliance Certificate") of the president, a vice president, the treasurer or the corporate controller of each Borrower dated the date of the Closing certifying that Contractor is the conditions set forth in compliance with Chapter 416Subsection 4.2(g) hereof are satisfied on such date; (i) The Borrowers shall have delivered to Agent, Texas Property Codeinitialed by the Borrowers for identification, copies of the Financial Statements (prior receipt of which Agent acknowledges); and (ij) Borrower and Contractor have provided Lender such other items as Lender All legal matters incident to the transactions contemplated hereby shall reasonably requirebe satisfactory to counsel to Agent.

Conditions to Initial Advance. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of Lender hereunder, Borrower shall have no obligation rights under this Agreement (but shall have all applicable obligations hereunder), and Lender shall not be obligated to make the Initial an initial Advance of funds to Borrower hereunder, unless and until Contractor has furnished Borrower shall have delivered to Lender, in form and Lender the Bond permitted by this Contract, and the following conditions have been satisfiedsubstance satisfactory to Lender: (a) Borrower and Contractor have executed and delivered to Lender this AgreementResolutions of Borrower's board of directors, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced certified by the Note; (b) Borrower Secretary or Assistant Secretary of Borrower, duly adopted and Contractor have furnished Lender all documents required by Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Code; (c) To in full force and effect on the extent applicable, Contractor has furnished Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Code; (d) Contractor has provided Lender a copy date of the final plans initial Advance, authorizing (i) the execution, delivery and specifications for performance of this Agreement and all other Loan Documents, (ii) the construction Advances hereunder and the performance by Borrower of the Improvements acceptable to Lender, along with a timetable and budget for completion of the Improvements as required all actions contemplated by this Agreement and the Contractor's accepted bid;other Loan Documents, (iii) the granting of the Liens provided for in this Agreement, (iv) specific officers to execute and deliver this Agreement, the other Loan Documents and all other related documents and instruments. (b) Acknowledgment copies of properly filed Uniform Commercial Code financing statements (Form UCC-1), dated a date reasonably near to the date of the Note, or such other evidence of filing as may be acceptable to the Lender, naming the Borrower as the debtor and the Lender as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Lender, desirable to perfect the security interest of the Lender pursuant to the Security Agreement. (c) Executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person in any of the Products previously granted by any Person. (d) Certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Lender, dated a date reasonably near to the date of the Note, listing all effective financing statements which name the Borrower (under its present name and any previous names) as the debtor and which are filed in the jurisdictions in which filings were made pursuant to CLAUSE (B) above, together with copies of such financing statements. (e) Contractor has provided Lender a copy Certificates of the building permit for chief financial officer of Borrower stating that no material adverse change has occurred prior to the Improvements;date of the initial Advance in the business, assets, operations, prospects, or financial or other condition of Borrower since DECEMBER 31ST, 1996. (f) Contractor has Evidence that the insurance policies provided Borrower for in Section 6.1.4 have been obtained and Lender a list are in full force and effect, certified by the Secretary or Assistant Secretary of all subcontractors used or to be used for completion of the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Construction;Borrower. (g) Contractor has provided Such additional information and materials as Lender a copy may reasonably request, including, without limitation copies of all insurance policiesany debt agreements, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract;security agreements and other material contracts. (h) Contractor has provided Lender evidence that Contractor is Copy of the letter from Borrower to its accountants referred to in compliance with Chapter 416, Texas Property Code; and (i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably requireSection 6.1.5 hereof.

Conditions to Initial Advance. Lender shall have no obligation not be obligated to make consent to the Initial initial Advance of funds to the Borrower unless and until Contractor until: a. Lender has furnished Borrower received: (1) copies of the Plans and Lender Specifications and all Construction Contracts executed to date; (2) a certificate from the Bond permitted by this Contract, Engineer stating that the Plans and the following conditions Specifications have been satisfied: (a) Borrower and Contractor have executed and delivered to Lender this Agreement, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced approved by the Note; (b) Borrower Engineer and Contractor have furnished Lender all documents required by Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Code; (c) To the extent applicable, Contractor has furnished Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Code; (d) Contractor has provided Lender a copy of the final plans and specifications satisfactorily provide for the construction of the Improvements Project; (3) copies of all authorizations and permits which are presently procurable and required by any Legal Requirement for the construction and proposed use of the Project; (4) an original current survey of the Property showing the perimeter of the Real Property by courses and distances, all easements and rights-of-way, the line of the streets abutting the Real Property and the width thereof, any encroachments and the extent thereof in feet and inches, the relation of the proposed Project by distances to the perimeter of the Real Property and the proposed Project lines, all acceptable to the Lender to modify the “area, boundaries, and encroachments” exception to the maximum extent permissible by law; and (5) copies of the policies of insurance required by the Loan Documents accompanied by evidence by the payment of the premiums therefor, or a Certificate of Insurance executed by the insurer or its authorized agent. b. The Loan Documents have been duly authorized, executed, and recorded or filed in accordance with applicable Legal Requirements and original counterparts thereof delivered to Lender. c. The Title Company has issued the commitment for Title Insurance. d. Borrower, and, if requested by Lender, the Engineer and Inspecting Engineer, have executed, or caused to be executed, and delivered to Lender a Draw Request in form and substance acceptable to Lender certifying in acceptable detail the expenditures made or expenses incurred by the Borrower of the type described in Section 2.2 of this Agreement, with such supporting data as Lender may require, and that the amount requested represents sums actually spent or indebtedness actually incurred. e. The Borrower pays to Lender, along or any other person or party entitled thereto, all fees and costs then due and payable with a timetable and budget for completion of the Improvements as required by reference to this Agreement and the Contractor's accepted bid;subject hereof, including any commitment or origination fee to be paid to the Lender. (e) Contractor f. A sworn construction statement has provided been prepared and executed by the Engineer and delivered to the Lender a accompanied by executed lien waivers and any other documents required by the Title Company for all Project Costs paid by Borrower prior to the Closing Date. g. A copy of the building permit issued by the appropriate governmental entity for the Improvements;Project has been delivered to the Lender. (f) Contractor h. Borrower has provided Borrower and deposited with the Lender a list the Borrower’s Equity pursuant to the provisions of all subcontractors used or to be used for completion Section 2.1 of the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Construction; (g) Contractor has provided Lender a copy of all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416, Texas Property Code; and (i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably requirethis Agreement.

Conditions to Initial Advance. Except as set forth in the Post Closing Agreement, the obligation of Lender shall have no obligation to make the Initial Advance hereunder, is subject to the prior or simultaneous occurrence of funds to Borrower unless and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and each of the following conditions have been satisfiedconditions: (a) Lender shall have received from Borrower and Contractor have all of the Loan Documents duly executed and delivered to Lender this Agreementby Borrower and, the Contractif applicable, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced by the NoteGuarantor; (b) Lender shall have received certified copies of resolutions of Borrower, if Borrower is a corporation, or a certified copy of a consent of partners, if Borrower is a partnership, or similar resolutions or consents, if Borrower is a limited liability company, authorizing execution, delivery and Contractor have furnished performance of all of the Loan Documents and authorizing the borrowing hereunder, along with such certificates of existence, certificates of good standing and other certificates or documents as Lender all documents required by Lender may reasonably require to evidence compliance with Subchapter K, Chapter 53, Texas Property CodeBorrower's authority; (c) To Lender shall have received payment of the extent applicable, Contractor has furnished Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property CodeOrigination Fee; (d) Contractor has provided Lender a copy shall have received evidence of the final plans existence of payment and specifications performance bonds for the construction of the Improvements acceptable Construction Contract, which are satisfactory to Lender, along with a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bidLender in its sole discretion; (e) Contractor has provided Lender shall have received each and every one of its pre-closing requirements satisfied in all respects to Lender's full satisfaction including, without limitation (i) organizational documents of Borrower and any Constituent Party, (ii) evidence that the Mortgaged Property is not within a designated flood plain, or if the Mortgaged Property is within a designated flood plain, then evidence of flood insurance satisfactory to Lender, (iii) the Title Insurance, (iv) a current Survey, (v) an opinion of counsel for Borrower, (vi) the Construction Contracts (including, without limitation, a demolition contract and a guaranteed maximum price contract with a general contractor) and all other Contracts, (vii) a copy of the Plans, (viii) the demolition and building permit for the Improvements;permit, (ix) current financial statements of Borrower and Guarantor, (x) such other construction information or other due diligence as Lender may require; CONSTRUCTION LOAN AGREEMENT - Page 18 641926; Miami-Dade County – Florida (f) Contractor has Borrower shall have provided Borrower and Lender a list funded all equity requirements pursuant to Section 2.6 hereof to the full satisfaction of all subcontractors used or to be used for completion of the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Construction;Lender; and (g) Contractor has provided Borrower shall have deposited One Million and No/100 Dollars ($1,000,000.00) (the “Bridge Equity”) into an account with Lender. The Bridge Equity shall be used to fund Project Costs (including all amounts due under the demolition contract related to the Improvements) and Lender will disburse the Bridge Equity upon satisfaction of conditions in Section 3.3 hereof, until Lender receives and approves all final Post Closing Documents. To the extent the Bridge Equity is not sufficient to fund all Project Costs incurred prior to Lender’s receipt and approval of all final Post Closing Documents, Borrower agrees to deposit additional proceeds at Lender’s direction into the Bridge Equity account in amounts determined by Lender. Upon Lender’s review and approval of all final Post Closing Documents, Lender shall reimburse all or a portion of the Bridge Equity to Borrower to the extent such proceeds were expended in conformance with the approved Budget. Borrower hereby unconditionally and irrevocably assigns, conveys, pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto Lender, and hereby grants to Lender a copy of all insurance policies, which Contractor is required to maintain under security interest in the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416, Texas Property Code; and (i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably requireBridge Equity.

Conditions to Initial Advance. Lender shall have no obligation The Obligation of the Lenders to make the Initial Advance hereunder is subject to the satisfaction of funds to Borrower unless and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and the following conditions have been satisfiedprecedent: (i) (a) Borrower and Contractor have executed and delivered to Lender On the date of execution of this Agreement, HNS shall have received from the ContractBorrower: (1) an original of this Agreement (including all Exhibits, Schedules and Annexes hereto), the NoteDisclosure Letter, the Deed Security Agreement, the Pledge Agreement, the Warrants, the Manufacturing Agreement, the Sales Representation Agreement and the Registration Rights Agreement, duly-executed by each party hereto and thereto, and all conditions precedent to the effectiveness of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced each such document shall have been satisfied or waived in writing by the NoteLenders; (b2) Borrower an incumbency certificate of each Obligor, executed by the Secretary or an Assistant Secretary thereof, which shall identify by name and Contractor have furnished Lender all documents required title and bear the signature of the officers of such Obligor authorized to sign the Facility Documents and (in the case of the Borrower) to submit Base Station Equipment Purchase Orders hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Codesuch Obligor; (c3) To the extent applicable, Contractor has furnished Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Code; (dA) Contractor has provided Lender a copy of the final plans and specifications for the construction Certificate of Incorporation of each of the Improvements acceptable to LenderObligors, along together with a timetable all amendments thereto, certified by the appropriate governmental officer in its jurisdiction of incorporation and budget (B) certificates of good standing for completion each of the Improvements as required Obligors certified by this Agreement the appropriate governmental officer in its jurisdiction of incorporation and in the Contractor's accepted bidState of New Jersey; (e4) Contractor has provided Lender a copy of the building permit for By-Laws of each of the ImprovementsObligors, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of such Obligor; (f5) Contractor has provided Borrower a copy, certified by the Secretary or an Assistant Secretary of such Obligor, as applicable, of each Obligors' resolutions (and Lender a list resolutions of all subcontractors used or other bodies, if any are deemed necessary by counsel for the Lenders) authorizing the execution, delivery and performance of the Facility Documents to be used for completion of executed by it and the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Construction; (g) Contractor has provided Lender a copy of all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416, Texas Property Codetransactions contemplated thereby; and (i6) a notice complying with the requirements set forth in Section 3.2(i) of the Loan Agreement irrevocably obligating the Borrower and Contractor have provided Lender such other items as Lender shall reasonably requireto borrow $24,500,000 from HNS thereunder on the Initial Order Date (subject to satisfaction (or waiver by HNS) of the conditions precedent to borrowing set forth therein).

Conditions to Initial Advance. The obligation of the Lender shall have no obligation to make the initial Advance (the "Initial Advance Advance") on or after the Closing Date is subject to the satisfaction, in the sole judgment of funds to Borrower unless and until Contractor has furnished Borrower and Lender the Bond permitted by this ContractLender, and of the following conditions have been satisfiedprecedent: (a) Borrower and Contractor the Lender shall have executed and delivered to Lender received this Agreement, the Contract, the Note, the Deed Registration Rights Agreement, the Software License Agreement, the Software Security Agreement, the Warrant Agreement and the Conditional Assignment, each duly executed and delivered by an Authorized Officer of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced by the NoteBorrower; (b) the Lender shall have received a copy of (i) the certificate of incorporation of Borrower, certified as of a recent date by the California Secretary of State, (ii) the bylaws of Borrower, certified as of the Closing Date by the corporate secretary of Borrower, (iii) certificates of good standing as to Borrower from the California Secretary of State and Contractor have furnished Lender all documents required by Lender the California Franchise Tax Board, and certificates of registration or qualification to evidence compliance with Subchapter K, Chapter 53, Texas Property Code;do business as (c) To the extent applicableLender shall have received a certificate from an Authorized Officer, Contractor has furnished in form and substance satisfactory to the Lender, certifying that (i) each of the representations and warranties of Borrower contained in this Agreement will, except as contemplated by this Agreement, be true and correct in all material respects (except that representations and warranties which are qualified as to materiality or as to absence of Material Adverse Effect upon Borrower will be true and correct in all respects) at the Closing Date with the same effect as though made on that date (unless a representation and warranty refers to a specific earlier date, in which case it will have been true and correct in all material respects at that earlier date), (ii) Borrower will have fulfilled in all material respects all its obligations under this Agreement required to have been fulfilled prior to or at the Closing Date, (iii) no order will have been entered by any court or Governmental Authority and be in force which invalidates this Agreement or any other Loan Document or restrains the Lender evidence that Contractor has established from completing the transactions contemplated hereby or thereby, and no action will be pending against the Borrower relating to the transactions contemplated hereby or thereby which presents a construction account reasonable likelihood of resulting in compliance an award of damages against the Borrower which would reasonably likely to have a Material Adverse Effect on the Borrower, (iv) either (x) the Borrower shall have received a waiver from Nasdaq pursuant to Nasdaq Rule 4350(i)(2) or (y) the Borrower shall have received all shareholder approvals required for the issuance and delivery of the Maximum Conversion Shares at the time of the Initial Advance, (v) Borrower shall have received the written consent of Informix Software, Inc. and each other Person whose consent Borrower is required to obtain in connection with Chapter 162the execution, Texas Property Codedelivery and performance of this Agreement and the other Loan Documents including, without limitation, the Conditional Assignment, and (vi) no Default or Event of Default shall have occurred and be continuing on such date, or would exist after giving effect to the Initial Advance; (d) Contractor has provided the Lender shall have received a copy certificate of the final plans corporate secretary of Borrower, dated the Closing Date, as to the incumbency and specifications for the construction signature of the Improvements acceptable to Lender, along with a timetable and budget for completion officers of the Improvements as required by Borrower executing this Agreement and each of the Contractor's accepted bidother Loan Documents, together with evidence of the incumbency of such corporate secretary; (e) Contractor has provided the Lender a copy shall have completed examinations, the results of which shall be satisfactory in form and substance to the Lender in its sole discretion, of the building permit for books and records of the ImprovementsBorrower; (f) Contractor has provided Borrower and the Lender shall have received a list of all subcontractors used or to be used for completion copy of the Improvementsfinancial statements and projections of Borrower described in Section 4.13 hereof, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for each of which shall be satisfactory in all amounts respects to be disbursed to Contractor against the Amount Available for ConstructionLender; (g) Contractor the Borrower shall have demonstrated to the Lender's satisfaction that (x) Borrower's operations comply, in all respects deemed material by the Lender, in its sole judgment, with all applicable federal, state, and local statutes and regulations, (y) none of the Borrower's operations are the subject of any governmental investigation, evaluation or any remedial action which could result in any expenditure or liability deemed material by the Lender, in its sole judgment, and (z) Borrower has provided Lender a copy of all insurance policiesno liability (whether contingent or otherwise) that is deemed material by the Lender, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contractits sole judgment; (h) Contractor has provided the Lender evidence that Contractor is shall have completed an examination of the terms and conditions of all obligations owed by the Borrower (both collectively and individually) to third parties and deemed material by the Lender, and the results of such examination shall be satisfactory to the Lender, in compliance with Chapter 416, Texas Property Code; andits sole judgment; (i) Borrower and Contractor shall have provided delivered to the Lender such consents and agreements, in form and substance satisfactory to the Lender in its sole discretion, from such third parties as the Lender and its counsel shall determine are necessary or desirable with respect to claims against the Borrower, which consents and agreements shall provide, among other items as things, for such third parties' consent to the Loan Documents and the transactions contemplated hereby and thereby; (j) Borrower shall have insured its properties and business in accordance with Section 5.5 hereof, and the Lender shall reasonably requirehave received certified copies of all such insurance policies or certificates therefor confirming that such policies are in effect and that the premiums due and owing with respect thereto have been paid in full; (k) all corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated hereby and by the other Loan Documents (including, but not limited to, those relating to Borrower's corporate and capital structure) shall be satisfactory in form and substance to the Lender and its counsel; (l) Borrower shall have taken all necessary corporate action to increase the size of the Board to seven persons and shall have appointed Omar ▇▇▇▇▇ ▇▇▇ three other individuals to be designated in writing by the Lender, in its sole discretion, through a written notice provided to Borrower, to serve as members of the Board; (m) Effective immediately following the Closing Date, Omar ▇▇▇▇▇ ▇▇▇ll have been elected by the Board to serve as the Chief Executive Officer of Borrower; and (n) Borrower's intended use of the proceeds from the Advance shall be acceptable to the Lender in its sole discretion; provided, that the Lender agrees to waive the conditions precedent contained in paragraphs (e), (f), (g), (h), (i), (j) and (n) of this Section 3.1 with respect to the first $100,000 of the Initial Advance, which amount shall be provided to Borrower at the Closing Date. Notwithstanding the provisions of Section 3.1(n), the parties hereto agree and acknowledge that all certificates required pursuant to this Section 3.1 to be delivered to the Lender by either the Chief Executive Officer or the Chief Financial Officer of Borrower shall be prepared and executed by the individual(s) serving in such capacities on or immediately prior to the Closing Date.

Conditions to Initial Advance. The obligation of Lender shall have no obligation to renew and extend and increase the Borrower’s Debt to Lender pursuant to the Term Promissory Notes and to make Advances under the Initial Advance Note and the Revolving Line of funds Credit Promissory Note is subject to Borrower unless the satisfaction and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and fulfillment of each of the following conditions precedent which shall have occurred on or before the date hereof, or simultaneously with the closing of the transactions contemplated by this Agreement, unless compliance therewith shall have been satisfiedwaived in writing by Lender: (a) There shall have been duly executed, where appropriate, and delivered by the Borrower to Lender (and/or any other requisite party thereto) the following: (1) this Agreement; (2) the Notes; (3) Stock Pledge Agreements covering the capital stock of Screw Compression Systems, Inc., being in substantially the form attached hereto as Exhibit I; (4) the Security Agreement in substantially the form attached hereto as Exhibit J; (5) the Guaranty Agreement in substantially the form attached hereto as Exhibit K; (6) a certificate of account status (good standing) and a certificate of existence for Borrower in the jurisdiction under the laws of which Borrower is organized and in each jurisdiction wherein Borrower’s operations, transaction of business or ownership of property make qualification as a foreign corporation necessary; (7) an Officer’s Certificate in substantially the form attached hereto as Exhibit L, which shall contain the names and signatures of the officers of the Borrower authorized to execute Loan Papers and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (A) a copy of resolutions duly adopted by the Board of Directors of the Borrower and Contractor have executed in full force and delivered effect at the time this Agreement is entered into, covering the matters described in subparagraph (d) below of this Section 3.1, (B) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s state of organization, and (C) a copy of the bylaws of Borrower, and certifying as to such other matters as Lender this Agreementmay reasonably require; (8) receipt, review and acceptance of an appraisal of fixed assets of Screw Compression Systems, Inc. with minimum value equal to the Contractnet book value; (9) receipt, review, and acceptance of complete audited financial statements on Screw Compression Systems, Inc. for the Notefiscal year ending December 31, 2003; (10) receipt, review and acceptance of a Phase I environmental, Phase II, if necessary, and remediation, if necessary, of the Deed real estate property being refinanced; (11) receipt, review and acceptance of Trusta site appraisal of the real estate property being refinanced; (12) receipt, an Owner-Occupied Rehabilitation Loan Program Contractreview and acceptance of the purchase contract for Screw Compression Systems, Affidavit Inc. (which will include non compete clauses, etc.); and (13) receipt, review and acceptance of Commencement and all releases or assignments of liens; and (14) such other documents securing the loan evidenced by the Note;or instruments as Lender may reasonably require. (b) Borrower There shall have been executed, where appropriate, and Contractor have furnished delivered by the Guarantor (and/or any other requisite party thereto) the following, all of which shall be in form and substance satisfactory to Lender and its counsel: (1) Guaranty Agreement in substantially the form attached hereto as Exhibit M; (2) Security Agreement in substantially the form attached hereto as Exhibit N; (3) Real Estate Mortgage on the Oklahoma property in substantially the form attached hereto as Exhibit F. (4) a certificate of account status (good standing) and a certificate of existence for each Subsidiary in the jurisdiction under the laws of which each Subsidiary is organized and in each jurisdiction wherein its operations, transaction of business or ownership of property made qualification as a foreign entity necessary; (5) an Officer’s Certificate of the Guarantor in substantially the form attached hereto as Exhibit O, which shall contain the names and signatures of the officers of the Guarantor authorized to execute Loan Papers and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (A) a copy of resolutions duly adopted by the Board of Directors of the Guarantor and in full force and effect at the time this Agreement is entered into, covering the matters described in subparagraph (e) below of this Section 3.1, (B) a copy of the charter or other organizational documents of the Guarantor and all amendments thereto, certified by the appropriate official of the Guarantor’s state of organization, and (C) a copy of the bylaws of the Guarantor, and certifying as to such other matters as Lender may reasonably require; and (6) such other documents required by or instruments as Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Code;may reasonably require. (c) To All requirements of notice to perfect each Bank Lien shall have been accomplished or arrangements made therefor to the extent applicable, Contractor has furnished satisfaction of Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Codeand its counsel; (d) Contractor has provided Lender a copy The Borrower shall have approved the execution, delivery and performance of the final plans Loan Papers to which it is a party by resolutions satisfactory to Lender and specifications for its counsel, authorizing (i) the construction execution, delivery and performance of this Agreement, the Notes and the other Loan Papers to which the Borrower is a party, (ii) the borrowings contemplated hereunder and (iii) the granting by it of the Improvements acceptable pledge and security interests pursuant to the Loan Papers to which the Borrower is a party and appropriate certificates as to such actions, showing the parties authorized to execute the Loan Papers and all items required herein, shall have been delivered to the Lender, along with a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bid; (e) Contractor has provided Lender a copy The board of directors of the building permit for Guarantor shall have approved the Improvementsexecution, delivery and performance of the Loan Papers to which it is a party by resolutions satisfactory to Lender and its counsel, authorizing (i) the execution, delivery and performance of the Loan Papers to which it is a party, (ii) acknowledging the benefits and consideration to such Guarantor from the borrowings contemplated hereunder and (iii) authorizing the granting by it of the pledge and security interests pursuant to the Loan Papers to which it is a party and appropriate certificates as to such actions, showing the parties authorized to execute such Loan papers and all items required herein, shall have been delivered to Lender; (f) Contractor has provided Borrower and Lender a list There shall exist no Event of all subcontractors used Default hereunder, nor shall any events or to be used for completion of the Improvementscircumstances have occurred, and executed partial release and lien waivers from subcontractorsnot theretofore been cured, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Constructionwhich with notice or lapse of time or both, would constitute an Event of Default hereunder; (g) Contractor has provided Lender a copy The representations and warranties of the Borrower contained in Article IV shall be true and correct in all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contractmaterial respects; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416No suit, Texas Property Codeaction or other proceeding by a third party or a Governmental Authority shall be pending or threatened which relates to this Agreement or the transactions contemplated hereby; and (i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably require.

Conditions to Initial Advance. The obligation of Lender shall have no obligation to renew and extend the Borrower's Debt to Lender pursuant to the Term Promissory Note and to make the Initial initial Advance under the Advance Note and the Revolving Line of funds Credit Promissory Note is subject to Borrower unless the satisfaction and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and fulfillment of each of the following conditions precedent which shall have occurred on or before the date hereof, or simultaneously with the closing of the transactions contemplated by this Agreement, unless compliance therewith shall have been satisfiedwaived in writing by Lender: (a) Borrower and Contractor There shall have executed been duly executed, where appropriate, and delivered to Lender by the Borrower (and/or any other requisite party thereto) the following: (1) this Agreement, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced by the Note; (b2) Borrower and Contractor have furnished Lender all documents required by Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Codethe Notes; (c3) To Stock Pledge Agreements covering the extent applicablecapital stock of NGE Leasing, Contractor has furnished Lender evidence that Contractor has established a construction account Inc., Rotary Gas Systems, Inc. and Great Lakes Compression, Inc., in compliance with Chapter 162, Texas Property Codeeach case being in substantially the form attached hereto as Exhibit E; (4) the Security Agreement in substantially the form attached hereto as Exhibit F; (5) a certificate of account status (good standing) and a certificate of existence for Borrower in the jurisdiction under the laws of which Borrower is organized and in each jurisdiction wherein Borrower's operations, transaction of business or ownership of property make qualification as a foreign corporation necessary; (6) an Officer's Certificate in substantially the form attached hereto as Exhibit G, which shall contain the names and signatures of the officers of the Borrower authorized to execute Loan Papers and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (A) a copy of resolutions duly adopted by the Board of Directors of the Borrower and in full force and effect at the time this Agreement is entered into, covering the matters described in subparagraph (d) Contractor has provided Lender below of this Section 3.1, (B) a copy of the final plans and specifications for the construction charter documents of the Improvements acceptable to Lender, along with a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bid; (e) Contractor has provided Lender a copy of the building permit for the Improvements; (f) Contractor has provided Borrower and Lender a list all amendments thereto, certified by the appropriate official of all subcontractors used or to be used for completion Borrower's state of the Improvementsorganization, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Construction; (g) Contractor has provided Lender a copy of all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416, Texas Property Code; and (i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably require.

Conditions to Initial Advance. The obligation of Lender shall have no obligation to make Advances under the Initial Advance Note, the $10,000,000.00 Multiple Advance Term Promissory Note and the Revolving Line of funds Credit Promissory Note is subject to Borrower unless the satisfaction and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and fulfillment of each of the following conditions precedent which shall have occurred on or before the date hereof, or simultaneously with the closing of the transactions contemplated by this Agreement, unless compliance therewith shall have been satisfiedwaived in writing by Lender: (a) Borrower and Contractor There shall have executed been duly executed, where appropriate, and delivered by the Borrower to Lender (and/or any other requisite party thereto) the following: (1) this Agreement, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and other documents securing the loan evidenced by ; (2) the Note; (3) Stock Pledge Agreement covering the capital stock of Screw Compression Systems, Inc., being in substantially the form attached hereto as Exhibit H; (4) the Security Agreement in substantially the form attached hereto as Exhibit I; (5) a certificate of account status (good standing) and a certificate of existence for Borrower in the jurisdiction under the laws of which Borrower is organized and in each jurisdiction wherein Borrower’s operations, transaction of business or ownership of property make qualification as a foreign corporation necessary; (6) an Officer’s Certificate in substantially the form attached hereto as Exhibit J, which shall contain the names and signatures of the officers of the Borrower authorized to execute Loan Papers and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (A) a copy of resolutions duly adopted by the Board of Directors of the Borrower and in full force and effect at the time this Agreement is entered into, covering the matters described in subparagraph (d) below of this Section 3.1, (B) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s state of organization, and (C) a copy of the bylaws of Borrower, and certifying as to such other matters as Lender may reasonably require; and (7) such other documents or instruments as Lender may reasonably require. (b) Borrower There shall have been executed, where appropriate, and Contractor have furnished delivered by the Guarantor (and/or any other requisite party thereto) the following, all of which shall be in form and substance satisfactory to Lender and its counsel: (1) Guaranty Agreement in substantially the form attached hereto as Exhibit K, (2) Security Agreement in substantially the form attached hereto as Exhibit L, (3) Real Estate Mortgage on the Oklahoma property in substantially the form attached hereto as Exhibit E, and First Amendment to Real Estate Mortgage in substantially the form attached hereto as Exhibit E-1; (4) a certificate of account status (good standing) and a certificate of existence for each Subsidiary in the jurisdiction under the laws of which each Subsidiary is organized and in each jurisdiction wherein its operations, transaction of business or ownership of property made qualification as a foreign entity necessary; (5) an Officer’s Certificate of the Guarantor in substantially the form attached hereto as Exhibit M which shall contain the names anct signatures of the officers of the Guarantor authorized to execute Loan Papers and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (A) a copy of resolutions duly adopted by the Board of Directors of the Guarantor and in full force and effect at the time this Agreement is entered into, covering the matters described in subparagraph (e) below of this Section 3.1, (B) a copy of the charter or other organizational documents of the Guarantor and all amendments thereto, certified by the appropriate official of the Guarantor’s state of organization, and (C) a copy of the bylaws of the Guarantor, and certifying as to such other matters as Lender may reasonably require; and (6) such other documents required by or instruments as Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Code;may reasonably require. (c) To All requirements of notice to perfect each Bank Lien shall have been accomplished or arrangements made therefor to the extent applicable, Contractor has furnished satisfaction of Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Codeand its counsel; (d) Contractor has provided Lender a copy The Borrower shall have approved the execution, delivery and performance of the final plans Loan Papers to which it is a party by resolutions satisfactory to Lender and specifications for its counsel, authorizing (1) the construction execution, delivery and performance of this Agreement, the Notes and the other Loan Papers to which the Borrower is a party, (ii) the borrowings contemplated hereunder and (iii) the granting by it of the Improvements acceptable pledge and security interests pursuant to the Loan Papers to which the Borrower is a party and appropriate certificates as to such actions, showing the parties authorized to execute the Loan Papers and all items required herein, shall have been delivered to the Lender, along with a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bid; (e) Contractor has provided Lender a copy The board of directors of the building permit for Guarantor shall have approved the Improvementsexecution, delivery and performance of the Loan Papers to which it is a party by resolutions satisfactory to Lender and its counsel, authorizing (i) the execution, delivery and performance of the Loan Papers to which it is a party, (ii) acknowledging the benefits and consideration to such Guarantor from the borrowings contemplated hereunder and (iii) authorizing the granting by it of the pledge and security interests pursuant to the Loan Papers to which it is a party and appropriate certificates as to such actions, showing the parties authorized to execute such Loan papers and all items required herein, shall have been delivered to Lender; (f) Contractor has provided Borrower and Lender a list There shall exist no Event of all subcontractors used Default hereunder, nor shall any events or to be used for completion of the Improvementscircumstances have occurred, and executed partial release and lien waivers from subcontractorsnot theretofore been cured, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Constructionwhich with notice or lapse of time or both, would constitute an Event of Default hereunder; (g) Contractor has provided Lender a copy The representations and warranties of the Borrower contained in Article IV shall be true and correct in all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contractmaterial respects; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416No suit, Texas Property Codeaction or other proceeding by a third party or a Governmental Authority shall be pending or threatened which relates to this Agreement or the transactions contemplated hereby; and (i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably require.

Conditions to Initial Advance. Lender shall have no obligation The following are conditions precedent to make the making of any advance of the Initial Advance of funds Committed Amount and must be fulfilled to Borrower unless and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and the following conditions have been satisfiedLender's satisfaction: (a) Lender shall have received the following: (i) copies of resolutions of the Board of Directors (or other applicable governing body of any Borrower that is not a corporation) of each Borrower, authorizing the execution, delivery and Contractor have executed performance of this Agreement and delivered the other Credit Documents, and the borrowing hereunder, and such other matters as Lender may require, in form and substance satisfactory to Lender this AgreementLender, certified by a Responsible Officer of such Borrower; and (ii) a certificate of the ContractSecretary or Assistant Secretary of each Borrower as to the correctness and completeness of the copy of the By-laws of such Borrower attached thereto and as to the incumbency and signatures of the officers of such Borrower who execute the Credit Documents on behalf of such Borrower; and (iii) a copy of the Articles of Incorporation of each Borrower, certified by an officer of such Borrower as being correct and complete, together with a certificate of the Noteappropriate officer or department of the state in which such Borrower is incorporated as to the good standing of such Borrower, with copies of the Deed Articles of TrustIncorporation of such Borrower on file certified by such appropriate officer or department; and (iv) certificates of the appropriate officers or departments of the states in which each Borrower is not incorporated or formed but does business as to such Borrower's qualification and good standing to conduct business as a foreign corporation or limited liability company, an Owner-Occupied Rehabilitation Loan Program Contractas the case may be, Affidavit of Commencement in such States; (v) such additional supporting certifications and other documents securing the loan evidenced by the Noteas Lender may request; (b) Borrower Lender shall have received fully executed originals of this Agreement and Contractor have furnished Lender all documents required by Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Codeof each of the other Credit Documents; (c) To Lender shall have received from Borrowers a budget prepared by Borrowers' Responsible Officer reasonably detailing Borrowers' anticipated cash receipts and projected accrued operating expenses for the extent applicableperiod commencing on the date of entry of the Interim Order and ending on December 31, Contractor has furnished 2001, and setting forth the anticipated use of the proceeds of the Loan, all on a weekly and biweekly basis and satisfactory in form and substance to Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Code(the "BUDGET"); (d) Contractor has provided Lender a copy of The Bankruptcy Court shall have entered the final plans and specifications for the construction of the Improvements acceptable to Lender, along with a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bidInterim Order; (e) Contractor has provided Lender a copy of The Bankruptcy Court shall have entered the building permit for the Improvements;Approval Order; and (f) Contractor has provided Borrower and Borrowers shall have given Lender a list complete listing of all subcontractors used or to be used for completion each Borrower's Deposit Accounts and securities accounts (as "securities account" is defined in Article 8), copies of the Improvementsaccount agreements relating to such Deposit Accounts and securities accounts, and executed partial release copies of the most recent monthly or other periodic account statements for such Deposit Accounts and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Construction; (g) Contractor has provided Lender a copy of all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416, Texas Property Code; and (i) Borrower and Contractor have provided Lender such other items as Lender shall reasonably requiresecurities accounts.

Conditions to Initial Advance. The obligation of Lender shall have no obligation to renew and extend the Borrower's Debt to Lender pursuant to the Term Promissory Note and to make the Initial initial Advance under the Advance Note and the Revolving Line of funds Credit Promissory Note is subject to Borrower unless the satisfaction and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and fulfillment of each of the following conditions precedent which shall have occurred on or before the date hereof, or simultaneously with the closing of the transactions contemplated by this Agreement, unless compliance therewith shall have been satisfiedwaived in writing by Lender: (a) There shall have been duly executed, where appropriate, and delivered by the Borrower (and/or any other requisite party thereto) the following: (1) this Agreement; (2) the Notes; (3) Stock Pledge Agreements covering the capital stock of NGE Leasing, Inc., Rotary Gas Systems, Inc. and Great Lakes Compression, Inc., in each case being in substantially the form attached hereto as Exhibit E; (4) the Security Agreement in substantially the form attached hereto as Exhibit F; (5) a certificate of account status (good standing) and a certificate of existence for Borrower in the jurisdiction under the laws of which Borrower is organized and in each jurisdiction wherein Borrower's operations, transaction of business or ownership of property make qualification as a foreign corporation necessary; (6) an Officer's Certificate in substantially the form attached hereto as Exhibit G, which shall contain the names and signatures of the officers of the Borrower authorized to execute Loan Papers and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (A) a copy of resolutions duly adopted by the Board of Directors of the Borrower and Contractor have executed in full force and delivered effect at the time this Agreement is entered into, covering the matters described in subparagraph (d) below of this Section 3.1, (B) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower's state of organization, and (C) a copy of the bylaws of Borrower, and certifying as to such other matters as Lender this Agreement, the Contract, the Note, the Deed of Trust, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit of Commencement and may reasonably require; and (7) such other documents securing the loan evidenced by the Note;or instruments as Lender may reasonably require. (b) Borrower There shall have been executed, where appropriate, and Contractor have furnished delivered by the Guarantors (and/or any other requisite party thereto) the following, all of which shall be in form and substance satisfactory to Lender and its counsel: (1) Guaranty Agreements in substantially the form attached hereto as Exhibit H; (2) Security Agreements in substantially the form attached hereto as Exhibit I; (3) a certificate of account status (good standing) and a certificate of existence for each Subsidiary in the jurisdiction under the laws of which each Subsidiary is organized and in each jurisdiction wherein its operations, transaction of business or ownership of property made qualification as a foreign entity necessary; (4) an Officer's Certificate of each Guarantor in substantially the form attached hereto as Exhibit J, which shall contain the names and signatures of the officers of each Guarantor authorized to execute Loan Papers and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (A) a copy of resolutions duly adopted by the Board of Directors of such Guarantor and in full force and effect at the time this Agreement is entered into, covering the matters described in subparagraph (e) below of this Section 3.1, (B) a copy of the charter or other organizational documents of each such Guarantor and all amendments thereto, certified by the appropriate official of such Guarantor's state of organization, and (C) a copy of the bylaws of each such Guarantor, and certifying as to such other matters as Lender may reasonably require; and (5) such other documents required by or instruments as Lender to evidence compliance with Subchapter K, Chapter 53, Texas Property Code;may reasonably require. (c) To All requirements of notice to perfect each Bank Lien shall have been accomplished or arrangements made therefor to the extent applicable, Contractor has furnished satisfaction of Lender evidence that Contractor has established a construction account in compliance with Chapter 162, Texas Property Codeand its counsel; (d) Contractor has provided Lender a copy The Borrower shall have approved the execution, delivery and performance of the final plans Loan Papers to which it is a party by resolutions satisfactory to Lender and specifications for its counsel, authorizing (i) the construction execution, delivery and performance of this Agreement, the Notes and the other Loan Papers to which the Borrower is a party, (ii) the borrowings contemplated hereunder and (iii) the granting by it of the Improvements acceptable pledge and security interests pursuant to the Loan Papers to which the Borrower is a party and appropriate certificates as to such actions, showing the parties authorized to execute the Loan Papers and all items required herein, shall have been delivered to the Lender, along with a timetable and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bid; (e) Contractor has provided Lender a copy The respective boards of directors of each Guarantor shall have approved the execution, delivery and performance of the building permit for Loan Papers to which it is a party by resolutions satisfactory to Lender and its counsel, authorizing (i) the Improvementsexecution, delivery and performance of the Loan Papers to which it is a party, (ii) acknowledging the benefits and consideration to such Guarantor from the borrowings contemplated hereunder and (iii) authorizing the granting by it of the pledge and security interests pursuant to the Loan Papers to which it is a party and appropriate certificates as to such actions, showing the parties authorized to execute such Loan papers and all items required herein, shall have been delivered to Lender; (f) Contractor has provided Borrower and Lender a list There shall exist no Event of all subcontractors used Default hereunder, nor shall any events or to be used for completion of the Improvementscircumstances have occurred, and executed partial release and lien waivers from subcontractorsnot theretofore been cured, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Constructionwhich with notice or lapse of time or both, would constitute an Event of Default hereunder; (g) Contractor has provided Lender a copy The representations and warranties of the Borrower contained in Article IV shall be true and correct in all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contractmaterial respects; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416No suit, Texas Property Codeaction or other proceeding by a third party or a Governmental Authority shall be pending or threatened which relates to this Agreement or the transactions contemplated hereby; and (i) Borrower and Contractor have provided Lender such other items as The Lender shall reasonably requirehave received the commitment and arrangement fee required by Section 2.7 hereof.

Conditions to Initial Advance. Lender shall have no L▇▇▇▇▇’s obligation hereunder to make the Initial Advance is conditioned upon L▇▇▇▇▇’s receipt of funds the following, each in form and substance satisfactory to Borrower unless and until Contractor has furnished Borrower and Lender the Bond permitted by this Contract, and the following conditions have been satisfiedLender: (ai) Borrower Loan Documents duly executed as necessary to be enforceable against the parties thereto; (ii) Each of the other documents, certificates and Contractor have executed and delivered to Lender instruments required under this Agreement, including the Contractreview and approval by Lender of the Budget; (iii) Written evidence that B▇▇▇▇▇▇▇ has contributed the initial required portion of B▇▇▇▇▇▇▇’s equity not to be less than $1,840,000.00 in connection with the purchase of the Property; (iv) The execution and funding of the demand deposit account with Lender to fund the initial required portion of the Guaranty Cash Collateral Reserve in the amount of $1,380,000.00; (v) Borrower’s deposit with Lender of the Debt Service Reserve in the required amount of $1,950,000.00; (vi) For each Advance Request, Borrower shall submit to Lender, at least five (5) Banking Days prior to the Noterequested date of disbursement, a completed Advance Request. The proceeds of each Advance shall be used by Borrower solely to pay or as reimbursement for the obligations for which the Advance is sought; (vii) Title Company issuing a loan title policy insuring the Deed of TrustTrust as a valid first lien on B▇▇▇▇▇▇▇’s fee simple estate in the Property for the full amount of the Loan, an Owner-Occupied Rehabilitation Loan Program Contract, Affidavit free and clear of Commencement all defects and other documents securing the loan evidenced by the Noteencumbrances except as Lender shall approve; (bviii) Borrower A Phase I environmental assessment, Phase II environmental assessment (as may be needed) and Contractor have furnished Lender all documents required such other reports and information that meet ASTM standards as may be requested by Lender L▇▇▇▇▇ and found to evidence be acceptable, with respect to the Collateral consisting of real property evidencing compliance with Subchapter Kall applicable local, Chapter 53state or federal laws or regulations and confirming that the property is free from environmental contamination and hazards. If the environmental report does not list the Lender as an authorized user of the report, Texas Property CodeLender shall provide to Lender a reliance letter, in form and content acceptable to the Lender at its sole discretion, informing the environmental engineer that the Lender is to be an authorized unrestricted user of the report; (cix) To Borrower shall deliver written evidence from the extent applicable, Contractor has furnished Lender evidence appropriate authorities that Contractor has established a construction account the Collateral that consists of real property and its intended use are in compliance with Chapter 162, Texas Property Code; (d) Contractor has provided Lender a copy of the final plans all applicable zoning ordinances and specifications for the construction of the Improvements acceptable to Lender, along with a timetable land use laws and budget for completion of the Improvements as required by this Agreement and the Contractor's accepted bid; (e) Contractor has provided Lender a copy of the building permit for the Improvements; (f) Contractor has provided Borrower and Lender a list of all subcontractors used or to be used for completion of the Improvements, and executed partial release and lien waivers from subcontractors, suppliers and Contractor for all amounts to be disbursed to Contractor against the Amount Available for Construction; (g) Contractor has provided Lender a copy of all insurance policies, which Contractor is required to maintain under the Contract, or in lieu thereof, a certificate of insurance which confirms Contractor has obtained all insurance required under the Contract; (h) Contractor has provided Lender evidence that Contractor is in compliance with Chapter 416, Texas Property Coderegulations; and (ix) Borrower shall deliver evidence acceptable to Lender of the on-site availability and Contractor have provided Lender such other items as Lender shall reasonably requireallocation of all utility services necessary for the operation of the Project.