Common use of Equity Contributions Clause in Contracts

Equity Contributions. (1) Lender shall have received, in form and substance satisfactory to Lender, evidence that Acquisition has received net cash proceeds from a cash equity capital contribution to Acquisition after the date hereof of not less than $1,000,000 (the "Acquisition Equity Contribution") and Angeles has received net cash proceeds from a cash equity capital contribution to Angeles after the date hereof of not less than $1,500,000 minus the amount of the Acquisition Equity Contribution (the "Angeles Equity Contribution"). (2) Angeles may defer making the Angeles Equity Contribution for not more than 10 days after the date hereof. Notwithstanding anything in this Agreement to the contrary, no Loans or Letter of Credit Accommodations will be made to Angeles until the Angeles Equity Contribution has been made. At the date the Angeles Equity Contribution has been made and Loans and Letter of Credit Accommodations are to be made to Angeles, all conditions precedent set forth in this Section 4.1 must be met again before Loans and Letter of Credit Accommodations will be made to Angeles. Angeles shall give Lender at least five Business Days advance written notice prior to the date Angeles wishes to obtain the first Loan or Letter of Credit Accommodation hereunder. If Angeles fails to make the Angeles Equity Contribution within 10 days after the date hereof, such failure shall constitute an Event of Default under this Agreement. (3) Prior to the date the first Loan or Letter of Credit Accommodation is made to Angeles, Angeles shall not be required to meet the requirements of Sections 6.3 (relating to collection of Accounts), 7.1 (relating to collateral reporting, except that Borrower shall comply with the requirement of Section 7.1 relating to a fully integrated perpetual inventory system acceptable to Lender), 7.2 (a) (e) (relating to Accounts covenants). After the date the first Loan or Letter of Credit Accommodation is made to Angeles, Angeles shall meet all such requirements. (4) Prior to the date the first Loan or Letter of Credit Accommodation is made to Angeles, Lender acknowledges that security interests in Angeles' assets will be held by General Electric Credit Corporation and Union Bank. Any event of default under the obligations secured by said security interests shall constitute an Event of Default hereunder (unless cured within any cure period provided in the agreements between Angeles and said lenders or waived in writing by said lenders). Prior to the date the first Loan or Letter of Credit Accommodation is made to Angeles, said other security interests shall be terminated.

Equity Contributions. If Southern shall be required to make a Mandatory Equity Contribution or a Contingent Equity Contribution to the Borrower pursuant to Section 2.1 of the Southern Equity Contribution Agreement, or if the Cogentrix Obligors shall be required to make a Mandatory Equity Contribution to the Borrower pursuant to Section 2.1 of the Cogentrix Equity Contribution Agreement, then: (1i) Lender in the case of a Mandatory Equity Contribution which is being made by Southern or the Cogentrix Obligors by reason of the delivery to Southern and the Cogentrix Obligors of a Lenders' Default Notice, unless the Majority Lenders shall have received, in form notified the Borrower and substance satisfactory to Lender, evidence the Security Agent that Acquisition has received net cash the proceeds from a cash equity capital contribution to Acquisition after the date hereof of not less than $1,000,000 (the "Acquisition Equity Contribution") and Angeles has received net cash proceeds from a cash equity capital contribution to Angeles after the date hereof of not less than $1,500,000 minus the amount of the Acquisition Equity Contribution (the "Angeles Equity Contribution"). (2) Angeles may defer making the Angeles Equity Contribution for not more than 10 days after the date hereof. Notwithstanding anything in this Agreement to the contrary, no Loans or Letter of Credit Accommodations will be made to Angeles until the Angeles Equity Contribution has been made. At the date the Angeles Equity Contribution has been made and Loans and Letter of Credit Accommodations thereof are to be deposited into the Construction Account for payment of Project Costs as the Majority Lenders from time to time shall (ii) in the case of a Mandatory Equity Contribution which is being made by Southern or the Cogentrix Obligors on the Construction Period Termination Date, and no Lenders' Default Notice shall have been delivered to AngelesSouthern and the Cogentrix Obligors, all conditions precedent set forth in this Section 4.1 must be met again before Loans the Borrower shall provide notice to the Administrative Agent and Letter of Credit Accommodations will be made to Angeles. Angeles shall give Lender the Institutions at least five Business Days advance written notice prior to the date Angeles wishes of payment of such Mandatory Equity Contribution, and shall prepay the Bank Loans in accordance with this clause (ii) in an amount equal to obtain such Mandatory Equity Contribution. Such notice shall specify (x) the first Loan amount of the Mandatory Equity Contribution, (y) the date of payment thereof (which shall be the Completion Date) and (z) whether the prepayment of Bank Loans is to be of Eurodollar Loans, C/D Rate Loans, Base Rate Loans or Letter a combination thereof, and, if a combination thereof, the amount of Credit Accommodation hereunderthe prepayment allocable to each. If Angeles fails Upon receipt of any such notice pursuant to make this clause (ii), the Angeles Administrative Agent shall promptly notify the Banks thereof. On the date of payment specified in the notice delivered pursuant to this clause (ii) the Borrower shall prepay, without premium or penalty (except for any amounts payable pursuant to Section 7.7(a) and 7.7(d)) and on a pro rata basis, the aggregate outstanding principal amount of Bank Loans, together with accrued interest thereon to the date of prepayment, in an amount equal to the proceeds of such Mandatory Equity Contribution. Prepayments of Bank Loans made pursuant to this clause (ii) shall be applied to the installments of principal of the Bank Loans ratably to each of their scheduled maturities; and (iii) in the case of a Contingent Bond Contribution which is being made by Southern at any time during the Construction Period: (A) if at the time thereof no Event of Default is in existence, the Borrower shall provide notice to the Administrative Agent and the Institutions at least five Business Days prior to the date of payment of such Contingent Bond Contribution, and shall prepay the Bank Loans in accordance with this clause (iii)(A) in an aggregate principal amount equal to the Bond Contribution Amount. Such notice shall specify (x) the Bond Contribution Amount, (y) the date of payment thereof, which shall be the date on which such Contingent Bond Contribution is payable pursuant to the Southern Equity Contribution within 10 days after Agreement, and (z) whether the prepayment of Bank Loans is to be of Eurodollar Loans, C/D Rate Loans, Base Rate Loans or a combination thereof, and, if a combination thereof, the amount of the prepayment allocable to each. Upon receipt of any such notice pursuant to this clause (iii)(A), the Administrative Agent shall promptly notify the Banks thereof. On the date hereofof payment specified in the notice delivered pursuant to this clause (iii)(A) the Borrower shall prepay, such failure without premium or penalty (except for any amounts payable pursuant to Sections 7.7(a) and 7.7(d)) and on a pro rata basis, the aggregate outstanding principal amount of Bank Loans, together with accrued interest thereon to the date of prepayment, in an amount equal to the proceeds of the Bond Contribution Amount. Prepayments of Bank Loans made pursuant to this clause (iii)(A) shall constitute be applied to the installments of principal of the Bank Loans ratably to each of their scheduled maturities; or (B) if at the time thereof an Event of Default under is in existence, the Borrower shall, on the date of its receipt of the proceeds of such Contingent Bond Contribution, if directed to do so by the Majority Lenders, prepay on a pro rata basis the aggregate principal amount of the then outstanding Loans, together with accrued interest thereon and any other fees, funding indemnities and any Make-Whole Premium payable in connection therewith, in an aggregate amount equal to the proceeds of the Bond Contribution Amount. Prepayments of Loans made pursuant to this Agreement.clause (iii)(B) shall be applied to the installments of principal of the Loans ratably to each of their scheduled maturities; and (3iv) Prior in the case of a Contingent Increased IDC Contribution which is being made by Southern at any time during the Construction Period: (A) if at the time thereof no Event of Default is in existence, the Borrower shall provide notice to the Administrative Agent and the Institutions at least five Business Days prior to the date of payment of such Contingent Increased IDC Contribution, and shall prepay the first Loan Bank Loans in accordance with this clause (iv)(A) in an aggregate principal amount equal to the Increased IDC Prepayment Amount. Such notice shall specify (x) the Increased IDC Prepayment Amount, (y) the date of payment thereof, which shall be the date on which such Contingent Increased IDC Contribution is payable pursuant to the Southern Equity Contribution Agreement, and (z) whether the prepayment of Bank Loans is to be of Eurodollar Loans, C/D Rate Loans, Base Rate Loans or Letter a combination thereof, and, if a combination thereof, the amount of Credit Accommodation is made the prepayment allocable to Angeles, Angeles shall not be required each. Upon receipt of any such notice pursuant to meet the requirements of Sections 6.3 this clause (relating to collection of Accountsiv)(A), 7.1 the Administrative Agent shall promptly notify the Banks thereof. On the date of payment specified in the notice delivered pursuant to this clause (relating to collateral reporting, except that iv)(A) the Borrower shall comply prepay, without premium or penalty (except for any amounts payable pursuant to Sections 7.7(a) and 7.7(d)) and on a pro rata basis, the aggregate outstanding principal amount of Bank Loans, together with the requirement of Section 7.1 relating to a fully integrated perpetual inventory system acceptable to Lender), 7.2 (a) (e) (relating to Accounts covenants). After the date the first Loan or Letter of Credit Accommodation is made to Angeles, Angeles shall meet all such requirements. (4) Prior accrued interest thereon to the date of prepayment, in an amount equal to the first Loan or Letter proceeds of Credit Accommodation is the Increased IDC Prepayment Amount. Prepayments of Bank Loans made pursuant to Angeles, Lender acknowledges that security interests in Angeles' assets will this clause (iv)(A) shall be held by General Electric Credit Corporation and Union Bank. Any event applied to the installments of default under principal of the obligations secured by said security interests shall constitute Bank Loans ratably to each of their scheduled maturities; or (B) if at the time thereof an Event of Default hereunder (unless cured within any cure period provided is in existence, the agreements between Angeles and said lenders or waived in writing by said lenders). Prior to Borrower shall, on the date of its receipt of the first Loan or Letter proceeds of Credit Accommodation is made such Contingent Increased IDC Contribution, if directed to Angelesdo so by the Majority Lenders, said other security interests shall be terminated.prepay on a pro rata basis the aggregate principal amount of the then outstanding Loans, together with accrued interest thereon and any

Equity Contributions. (1i) Lender The Parties anticipate that prior to, during and after expiration or termination of the Term, there will be times where Total Revenue either does not exist (during pre-development or periods of vacancy) or is insufficient to cover expenses and capital expenditures, including without limitation the cost of Entitlement, Project Costs, leasing commissions, tenant improvements and other out of pocket expenses. When, in these shortfall instances, Lessee covers such expenditures out of its funds, all such funds expended by Lessee shall be deemed an Equity Contribution subject to repayment pursuant to the terms and conditions of this Lease. The Parties also anticipate that from time to time during the Term of this Lease, Lessee will obtain debt financing for the development of the Premises and the Facilities and other Project Costs in accordance with the terms and conditions of Section 32 below. Any funds required for the completion of each Construction Phase in excess of any financing secured by any Leasehold Mortgage obtained by Lessee, shall be provided by Lessee as an Equity Contribution. Within thirty (30) days after making such payment, Lessee shall notify District of any such excess payments paid by Lessee if they exceed the amount of Equity Contributions identified in the Approved Construction Budget for such Construction Phase, and such notice shall explain in detail why the actual amount of the Equity Contributions exceeded the budgeted amounts. Pursuant to Section 53, below, the District shall have receivedthe right to approve any Equity Contributions proposed to be made by Lessee, which approval may be provided through the Approved Construction Budget or the Annual Operating Budget, as the case may be. (ii) Any additional capital required for the operation or maintenance of the Premises and the Facilities or other Project Costs following the completion of each Construction Phase and any capital required to repay any Leasehold Mortgages thereon, not otherwise available from Total Revenue, shall be contributed one hundred percent (100%) by Lessee upon approval by District as set forth herein. Within thirty (30) days of Lessee contributing funds under this Section, Lessee must provide District a statement with information and evidence, in form reasonable detail, substantiating the amount and substance satisfactory to Lenderreasons for such additional capital. a) Within ninety (90) days following City’s issuance of a certificate of occupancy for each Construction Phase, evidence that Acquisition has received net cash proceeds from Lessee shall provide District with a cash equity capital contribution to Acquisition after final accounting of the date hereof actual Project Costs for the Construction Phase, which shall include a final accounting of not less than $1,000,000 the Equity Contribution for the Construction Phase (the "Acquisition “Project Costs Statement”). Upon District’s approval of the Project Costs Statement, including the approved Equity Contribution"Contribution under Section 9.C(i) and Angeles has received net cash proceeds from a cash equity capital contribution to Angeles after the date hereof of not less than $1,500,000 minus above, the amount of the Acquisition Equity Contribution Contributions shall be fixed for that Construction Phase, subject to additional Equity Contributions that may be required from time to time, as provided in Section 9.C(i) above. District must approve or disapprove the Project Costs Statement in writing within fifteen (15) days following submittal by ▇▇▇▇▇▇, and if disapproved, District must specify the "Angeles reasons for such disapproval in its notice. (iii) The Total Revenue remaining after payment by Lessee of Debt Service, Fixed Ground Rent, Asset Management Fee, and all Project Costs during each calendar year of the Term of this Lease will be paid to Lessee to pay down Lessee’s Equity Contribution"Contributions until such time as all Equity Contributions are repaid in full together with interest thereon. All Equity Contributions made in accordance with the provisions of this Section 9.C shall bear simple interest at an annual rate equal to the lesser of five percent (5%) above the discount rate quoted by the Federal Reserve Bank of San Francisco as of the date of contribution or eight and one-half percent (8.5%). (2iv) Angeles may defer making The Parties hereto will acknowledge the Angeles date(s) any Equity Contribution for not more than 10 days after the date hereof. Notwithstanding anything Contributions are paid in this Agreement to the contrary, no Loans or Letter of Credit Accommodations will be made to Angeles until the Angeles Equity Contribution has been made. At the date the Angeles Equity Contribution has been made and Loans and Letter of Credit Accommodations are to be made to Angeles, all conditions precedent set forth in this Section 4.1 must be met again before Loans and Letter of Credit Accommodations will be made to Angeles. Angeles shall give Lender at least five Business Days advance full by written notice prior to the date Angeles wishes to obtain the first Loan or Letter of Credit Accommodation hereunder. If Angeles fails to make the Angeles Equity Contribution within 10 days after the date hereof, such failure shall constitute an Event of Default under this Agreementfrom ▇▇▇▇▇▇ and acknowledgment by District. (3v) Prior Any Equity Contributions, otherwise approved by District and that benefit the entire Project (and not solely a particular Related Lease) pertaining to the date the first Loan or Letter costs of Credit Accommodation is made to Angeles, Angeles shall not be required to meet the requirements of Sections 6.3 (relating to collection of Accounts), 7.1 (relating to collateral reporting, except that Borrower shall comply with the requirement of Section 7.1 relating to a fully integrated perpetual inventory system acceptable to Lender), 7.2 (a) the Entitlements, (eb) Off-Site Improvements and on-site infrastructure costs benefitting the Premises, such as the costs of grading, utilities, drainage, and roads, and (relating to Accounts covenants). After c) Lessee’s Post-Termination Duties, remaining unpaid upon expiration or earlier termination of this Lease shall be repaid from the date the first Loan or Letter Total Revenue of Credit Accommodation is made to Angeles, Angeles shall meet all such requirementsany other Related Lease still in effect. (4vi) Prior If, at any time following the obtaining of any Leasehold Mortgage for interim or permanent financing to the date the first Loan replace a construction loan for a Construction Phase or Letter of Credit Accommodation is made to Angeles, Lender acknowledges that security interests in Angeles' assets will be held by General Electric Credit Corporation and Union Bank. Any event of default under the obligations secured by said security interests shall constitute an Event of Default hereunder (unless cured within any cure period provided in the agreements between Angeles absence of any Leasehold Mortgage, the amount of Lessee’s Equity Contribution exceeds twenty percent (20%) of the total amount of the Project Costs Statement, District may require Lessee to seek a commercial loan in an effort to increase the debt financing for the Project and said lenders or waived in writing by said lenders)to reduce such Equity Contribution to as small a percentage as practicable of the total amount of the Project Costs Statement. Prior Lessee’s obligation to the date the first Loan or Letter of Credit Accommodation obtain any such commercial loan is made subject to Angeles, said other security interests shall be terminated▇▇▇▇▇▇ being able to obtain such new secured debt financing on commercially reasonable terms acceptable to Lessee and District.

Equity Contributions. (1a) Lender Each Investor affirms and agrees that it is bound by the provisions set forth in its Equity Commitment Letter and that, notwithstanding anything to the contrary set forth in its Equity Commitment Letter, Parent shall be entitled to enforce the provisions of such Investor's Equity Commitment Letter. Parent shall not attempt to enforce E▇▇▇▇▇▇'▇ Equity Commitment Letter until Insight has determined that all the Closing Conditions have been satisfied, or Insight has determined to waive all unsatisfied Closing Conditions and cause Parent to effect the Closing. Parent shall have receivedno right to enforce E▇▇▇▇▇▇'▇ Equity Commitment Letter unless it is enforcing Insight's Equity Commitment Letter simultaneously, and E▇▇▇▇▇▇ shall not have any right to enforce Insight's Equity Commitment Letter. In the event that any Investor funds its Commitment as contemplated by this Section 2.4 and such Investor's Equity Commitment Letter, and the Closing does not occur substantially concurrently with such funding, Parent shall promptly (but in any event within three (3) Business Days) return all amounts of the funded Commitment to such Investor, which amounts shall be available to be redrawn subject to the conditions set forth in the Investors' respective Equity Commitment Letters. (b) E▇▇▇▇▇▇ shall receive, in form exchange for investment of its Contribution, membership interests of Parent of the same class received by and substance satisfactory at the same price per membership interest paid by Insight for its membership interests of Parent. If Insight determines that the aggregate equity investment to Lender, evidence that Acquisition has received net cash proceeds from a cash equity capital contribution to Acquisition after be made in Parent by the date hereof of not Investors in connection with the Closing is less than $1,000,000 the aggregate commitments of the Investors under the Equity Commitment Letters, then the amount that each Investor invests in Parent will be proportionately reduced pro rata according to the Investors' respective commitments under their Equity Commitment Letters; provided, that in no event shall E▇▇▇▇▇▇'▇ equity investment in Parent be reduced to an amount below 25% of the aggregate equity investment to be made in Parent by the Investors in connection with the Closing. If Insight determines that the aggregate investment to be made in Parent by the Investors in connection with the Closing is greater than the aggregate commitments of the Investors under their Equity Commitment Letters (such amount, the "Acquisition Equity ContributionOverage") and Angeles has received net cash proceeds from a cash equity ), the Investors shall negotiate in good faith with respect to the investment of additional capital contribution to Angeles after the date hereof of not less than $1,500,000 minus in Parent in the amount of the Acquisition Equity Overage and each Investor (or an Affiliate thereof) shall have the right, but not the obligation, to fund such Investor's Pro Rata Percentage (as defined below) of the Overage. In the event that any Investor (a "Declining Investor") declines to fund in full its Pro Rata Percentage of the Overage, each other Investor shall have the right, but not the obligation, to fund its respective Pro Rata Percentage of the unpaid amount of such Declining Investor's Pro Rata Percentage of the Overage. The aggregate purchase price to be paid by each Investor for membership interests will be determined by Insight in accordance with each Investor's Contribution (including the maximum amount provided for therein) and Schedule A. Unless otherwise agreed by the Investors, all securities issued by Parent at the Closing shall be issued to the Investors and their respective permitted transferees pro rata in accordance with each Investor's Equity Commitment Letter (with respect to each Investor, its "Angeles Equity ContributionPro Rata Percentage"), other than (a) any equity securities issued to management, (b) equity securities issued in connection with the Insight Syndication Right (as defined in Schedule A) and (c) any capital stock of any direct or indirect subsidiary of Parent which is wholly-owned by Parent or a direct or indirect subsidiary of Parent. (2) Angeles may defer making the Angeles Equity Contribution for not more than 10 days after the date hereof. Notwithstanding anything in this Agreement to the contrary, no Loans or Letter of Credit Accommodations will be made to Angeles until the Angeles Equity Contribution has been made. At the date the Angeles Equity Contribution has been made and Loans and Letter of Credit Accommodations are to be made to Angeles, all conditions precedent set forth in this Section 4.1 must be met again before Loans and Letter of Credit Accommodations will be made to Angeles. Angeles shall give Lender at least five Business Days advance written notice prior to the date Angeles wishes to obtain the first Loan or Letter of Credit Accommodation hereunder. If Angeles fails to make the Angeles Equity Contribution within 10 days after the date hereof, such failure shall constitute an Event of Default under this Agreement. (3c) Prior to the date Closing, no Investor shall transfer, directly or indirectly, its equity interests in Parent or its obligations and rights under this Agreement or its Equity Commitment Letter, except (i) a transfer to one or more affiliated funds or affiliated entities (other than portfolio companies), which transfer could not reasonably be expected to have any adverse effect on Parent and Merger Sub's ability to consummate the first Loan Merger or Letter to delay or prevent the Closing, (ii) as approved by each of Credit Accommodation is made the Investors, or (iii) that a transfer by Insight of its equity interests or its obligations and rights under Insight's Equity Commitment Letters to Angelesone or more unaffiliated third parties of an amount not in excess of 20% of the aggregate contributions of Insight and E▇▇▇▇▇▇; provided, Angeles that, in each case, the transferee of such equity commitment pursuant to such transfer agrees in writing to be bound by the terms and conditions of this Agreement as though such transferee were an Investor hereunder; provided, further, that such transferee shall not be required to meet the requirements of Sections 6.3 (relating to collection of Accounts)have any consent, 7.1 (relating to collateral reporting, except that Borrower shall comply with the requirement of Section 7.1 relating to a fully integrated perpetual inventory system acceptable to Lender), 7.2 (a) (e) (relating to Accounts covenants). After the date the first Loan approval or Letter of Credit Accommodation is made to Angeles, Angeles shall meet voting rights as an Investor hereunder and instead all such requirements. (4) Prior to the date the first Loan or Letter of Credit Accommodation is made to Angeles, Lender acknowledges that security interests in Angeles' assets will be held by General Electric Credit Corporation and Union Bank. Any event of default under the obligations secured by said security interests shall constitute an Event of Default hereunder (unless cured within any cure period provided in the agreements between Angeles and said lenders or waived in writing by said lenders). Prior to the date the first Loan or Letter of Credit Accommodation is made to Angeles, said other security interests rights shall be terminatedretained by the transferring Investor; provided, further, that no such transfer shall relieve any Investor from its obligations hereunder.

Equity Contributions. The Equity Contributor shall make its Equity Contribution to the Company in accordance with the following terms and conditions: (1a) Lender shall have receivedPrior to the expiry of the Equity Letter of Credit (including, without limitation, pursuant to the service of a termination notice in accordance with the terms of the Equity Letter of Credit), the Equity Contributor agrees to make the Equity Contribution to fund Project Costs or to repay Construction Loans, subject to and in accordance with the terms hereof no later than October 31, 2000. On capital call from the Company, in form amounts and substance satisfactory on dates to Lenderbe specified in each call, evidence that Acquisition has received net cash proceeds from a cash equity capital contribution the Equity Contributor shall make Equity Contributions to Acquisition after the date hereof of not less than $1,000,000 (Company in an aggregate amount equal to the "Acquisition Equity Contribution") and Angeles has received net cash proceeds from a cash equity capital contribution to Angeles after the date hereof of not less than $1,500,000 minus the amount of the Acquisition Equity Contribution (the "Angeles Equity Contribution")Commitment. (2b) Angeles may defer making the Angeles Equity Contribution for not more than 10 days after the date hereof. Notwithstanding anything in this Agreement to the contrary, no Loans or Letter of Credit Accommodations will be made to Angeles until the Angeles Equity Contribution has been made. At the date the Angeles Equity Contribution has been made and Loans and Letter of Credit Accommodations are to be made to Angeles, all conditions precedent set forth in this Section 4.1 must be met again before Loans and Letter of Credit Accommodations will be made to Angeles. Angeles shall give Lender at least five Business Days advance written notice prior to the date Angeles wishes to obtain the first Loan or Letter of Credit Accommodation hereunder. If Angeles fails to make the Angeles Equity Contribution within 10 days after the date hereof, such failure shall constitute Upon an Event of Default and subsequent acceleration under the Credit Agreement, the obligation of the Equity Contributor to pay the Equity Contribu tion Commitment shall be accelerated and, upon notice from the Administrative Agent, the Equity Contributor shall immediately pay such amounts of the Equity Contribution Commitment which, subject to the provisions of Section 4.7 of this Agreement, is equal to not more than half of the amount necessary to repay and discharge all Obligations. If, pursuant to a termination notice served under the Equity Letter of Credit, notice is served to terminate the Equity Letter of Credit prior to its expiry date then the Administrative Agent shall be entitled on notice to require the Equity Contributor to immediately pay the full amount of the Equity Contribution Commitment; provided, however, that upon the provision by the Equity Contributor of written notice to the Administrative Agent no later than 30 days prior to the expiry date under the Equity Letter of Credit the Equity Contributor shall be entitled to (i) extend the expiry date under the Equity Letter of Credit to no later than six months after October 31, 2000, or to rollover such letter of credit, in each case in accordance with the terms of the Equity Letter of Credit and (ii) procure the issue of a replacement Letter of Credit by an LOC Issuer satisfying the Rating Criteria in an amount equal to the Equity Contribution Commitment and on terms substantially identical to the Equity Letter of Credit but having an expiry date falling at least six months after October 31, 2000 under the Equity Letter of Credit, and the Administrative Agent shall not be entitled to serve notice on the Equity Contributor to pay the full amount of the Equity Contribution Commitment except to the extent that any amount is otherwise payable under the Equity Letter of Credit, this Agreement or otherwise, in each case in accordance with the terms thereof. (3c) Prior Notwithstanding anything to the date contrary herein, in no event shall the first Loan aggregate amount of all Equity Contributions made by or on behalf of the Equity Contributor plus drawings under and amounts available to be drawn under the Equity Letter of Credit Accommodation is made and any amounts paid pursuant to Angeles, Angeles shall not be required to meet the requirements of Sections 6.3 Limited Guarantee Agreement (relating to collection of Accounts), 7.1 (relating to collateral reporting, except that Borrower shall comply with the requirement of Section 7.1 relating to a fully integrated perpetual inventory system acceptable to Lender), 7.2FLAG) exceed $100,000,000. (ad) Each Equity Contribution directly or indirectly made by or on behalf of the Equity Contributor (including any such payment by means of a drawing under the Equity Letter of Credit or pursuant to the Limited Guarantee Agreement (FLAG) ) shall constitute a capital contribution to the common equity of the Company pursuant to Section 2.1(a) hereof. (e) (relating Subject to Accounts covenants). After and in accordance with the terms of this Agreement, each of the Company, the Equity Contributor and the Administrative Agent agrees that it shall not amend or alter in any way, or permit any amendment or alteration to be made to, the amount of any Equity Contribution to be made or the date or dates upon which such Equity Contribution is to be made as such amount and dates are set out in Section 2.1(a) of this Agreement without the first Loan or Letter prior written consent of Credit Accommodation is made the Person holding the second priority pledge, as previously disclosed to Angeles, Angeles shall meet all such requirementsthe Administrative Agent. (4f) Prior The Administrative Agent shall promptly upon receipt of amounts under the Equity Contribution in the Equity Proceeds Account provide to the date LOC Issuer a certificate evidencing receipt of such amounts that have not been drawn under the first Loan or Equity Letter of Credit Accommodation is made to Angeles, Lender acknowledges that security interests in Angeles' assets will be held by General Electric Credit Corporation and Union Bank. Any event of default under the obligations secured by said security interests shall constitute an Event of Default hereunder (unless cured within any cure period provided in the agreements between Angeles and said lenders or waived in writing by said lenders). Prior to the date the first Loan or Letter of Credit Accommodation is made to Angeles, said other security interests shall be terminatedCredit.

Equity Contributions. If Southern shall be required to make a Mandatory Equity Contribution or a Contingent Equity Contribution to the Borrower pursuant to Section 2.1 of the Southern Equity Contribution Agreement, or if the Cogentrix Obligors shall be required to make a Mandatory Equity Contribution to the Borrower pursuant to Section 2.1 of the Cogentrix Equity Contribution Agreement, then: (1i) Lender in the case of a Mandatory Equity Contribution which is being made by Southern or the Cogentrix Obligors by reason of the delivery to Southern and the Cogentrix Obligors of a Lenders' Default Notice, unless the Majority Lenders shall have receivednotified the Borrower and the Security Agent that the proceeds thereof are to be deposited into the Construction Account for payment of Project Costs as the Majority Lenders from time to time shall specify in writing to the Security Agent, in form and substance satisfactory to Lenderthe Borrower shall, evidence that Acquisition has received net cash proceeds from a cash equity capital contribution to Acquisition after on the date hereof of not less than $1,000,000 (its receipt of the "Acquisition proceeds of such Mandatory Equity Contribution") and Angeles has received net cash proceeds from , prepay on a cash equity capital contribution to Angeles after pro rata basis the date hereof of not less than $1,500,000 minus the aggregate principal amount of the Acquisition then outstanding Loans, together with accrued interest thereon and any other fees, funding indemnities and any Make-Whole Premium payable in connection therewith, in an aggregate amount equal to the proceeds of such Mandatory Equity Contribution; or (ii) in the case of a Mandatory Equity Contribution (which is being made by Southern or the "Angeles Equity Contribution"). (2) Angeles may defer making Cogentrix Obligors on the Angeles Equity Contribution for not more than 10 days after Construction Period Termination Date, and no Lenders' Default Notice shall have been delivered to Southern and the date hereof. Notwithstanding anything in this Agreement Cogentrix Obligors, the Borrower shall provide notice to the contrary, no Loans or Letter of Credit Accommodations will be made to Angeles until Administrative Agent and the Angeles Equity Contribution has been made. At the date the Angeles Equity Contribution has been made and Loans and Letter of Credit Accommodations are to be made to Angeles, all conditions precedent set forth in this Section 4.1 must be met again before Loans and Letter of Credit Accommodations will be made to Angeles. Angeles shall give Lender Institutions at least five Business Days advance written notice prior to the date Angeles wishes of payment of such Mandatory Equity Contribution, and shall prepay the Bank Loans in accordance with this clause (ii) in an amount equal to obtain such Mandatory Equity Contribution. Such notice shall specify (x) the first Loan amount of the Mandatory Equity Contribution, (y) the date of payment thereof (which shall be the Completion Date) and (z) whether the prepayment of Bank Loans is to be of Eurodollar Loans, C/D Rate Loans, Base Rate Loans or Letter a combination thereof, and, if a combination thereof, the amount of Credit Accommodation hereunderthe prepayment allocable to each. If Angeles fails Upon receipt of any such notice pursuant to make this clause (ii), the Angeles Administrative Agent shall promptly notify the Banks thereof. On the date of payment specified in the notice delivered pursuant to this clause (ii) the Borrower shall prepay, without premium or penalty (except for any amounts payable pursuant to Section 7.7(a) and 7.7(d)) and on a pro rata basis, the aggregate outstanding principal amount of Bank Loans, together with accrued interest thereon to the date of prepayment, in an amount equal to the proceeds of such Mandatory Equity Contribution. Prepayments of Bank Loans made pursuant to this clause (ii) shall be applied to the installments of principal of the Bank Loans ratably to each of their scheduled maturities; and (iii) in the case of a Contingent Bond Contribution which is being made by Southern at any time during the Construction Period: (A) if at the time thereof no Event of Default is in existence, the Borrower shall provide notice to the Administrative Agent and the Institutions at least five Business Days prior to the date of payment of such Contingent Bond Contribution, and shall prepay the Bank Loans in accordance with this clause (iii)(A) in an aggregate principal amount equal to the Bond Contribution Amount. Such notice shall specify (x) the Bond Contribution Amount, (y) the date of payment thereof, which shall be the date on which such Contingent Bond Contribution is payable pursuant to the Southern Equity Contribution within 10 days after Agreement, and (z) whether the prepayment of Bank Loans is to be of Eurodollar Loans, C/D Rate Loans, Base Rate Loans or a combination thereof, and, if a combination thereof, the amount of the prepayment allocable to each. Upon receipt of any such notice pursuant to this clause (iii)(A), the Administrative Agent shall promptly notify the Banks thereof. On the date hereofof payment specified in the notice delivered pursuant to this clause (iii)(A) the Borrower shall prepay, such failure without premium or penalty (except for any amounts payable pursuant to Sections 7.7(a) and 7.7(d)) and on a pro rata basis, the aggregate outstanding principal amount of Bank Loans, together with accrued interest thereon to the date of prepayment, in an amount equal to the proceeds of the Bond Contribution Amount. Prepayments of Bank Loans made pursuant to this clause (iii)(A) shall constitute be applied to the installments of principal of the Bank Loans ratably to each of their scheduled maturities; or (B) if at the time thereof an Event of Default under is in existence, the Borrower shall, on the date of its receipt of the proceeds of such Contingent Bond Contribution, if directed to do so by the Majority Lenders, prepay on a pro rata basis the aggregate principal amount of the then outstanding Loans, together with accrued interest thereon and any other fees, funding indemnities and any Make-Whole Premium payable in connection therewith, in an aggregate amount equal to the proceeds of the Bond Contribution Amount. Prepayments of Loans made pursuant to this Agreement.clause (iii)(B) shall be applied to the installments of principal of the Loans ratably to each of their scheduled maturities; and (3iv) Prior in the case of a Contingent Increased IDC Contribution which is being made by Southern at any time during the Construction Period: (A) if at the time thereof no Event of Default is in existence, the Borrower shall provide notice to the Administrative Agent and the Institutions at least five Business Days prior to the date of payment of such Contingent Increased IDC Contribution, and shall prepay the first Loan Bank Loans in accordance with this clause (iv)(A) in an aggregate principal amount equal to the Increased IDC Prepayment Amount. Such notice shall specify (x) the Increased IDC Prepayment Amount, (y) the date of payment thereof, which shall be the date on which such Contingent Increased IDC Contribution is payable pursuant to the Southern Equity Contribution Agreement, and (z) whether the prepayment of Bank Loans is to be of Eurodollar Loans, C/D Rate Loans, Base Rate Loans or Letter a combination thereof, and, if a combination thereof, the amount of Credit Accommodation is made the prepayment allocable to Angeles, Angeles shall not be required each. Upon receipt of any such notice pursuant to meet the requirements of Sections 6.3 this clause (relating to collection of Accountsiv)(A), 7.1 the Administrative Agent shall promptly notify the Banks thereof. On the date of payment specified in the notice delivered pursuant to this clause (relating to collateral reporting, except that iv)(A) the Borrower shall comply prepay, without premium or penalty (except for any amounts payable pursuant to Sections 7.7(a) and 7.7(d)) and on a pro rata basis, the aggregate outstanding principal amount of Bank Loans, together with the requirement of Section 7.1 relating to a fully integrated perpetual inventory system acceptable to Lender), 7.2 (a) (e) (relating to Accounts covenants). After the date the first Loan or Letter of Credit Accommodation is made to Angeles, Angeles shall meet all such requirements. (4) Prior accrued interest thereon to the date of prepayment, in an amount equal to the first Loan or Letter proceeds of Credit Accommodation is the Increased IDC Prepayment Amount. Prepayments of Bank Loans made pursuant to Angeles, Lender acknowledges that security interests in Angeles' assets will this clause (iv)(A) shall be held by General Electric Credit Corporation and Union Bank. Any event applied to the installments of default under principal of the obligations secured by said security interests shall constitute Bank Loans ratably to each of their scheduled maturities; or (B) if at the time thereof an Event of Default hereunder (unless cured within is in existence, the Borrower shall, on the date of its receipt of the proceeds of such Contingent Increased IDC Contribution, if directed to do so by the Majority Lenders, prepay on a pro rata basis the aggregate principal amount of the then outstanding Loans, together with accrued interest thereon and any cure period provided other fees, funding indemnities and any Make-Whole Premium payable in the agreements between Angeles and said lenders or waived connection therewith, in writing by said lenders). Prior an aggregate amount equal to the date proceeds of the first Loan or Letter Increased IDC Prepayment Amount. Prepayments of Credit Accommodation is Loans made pursuant to Angeles, said other security interests this clause (iv)(B) shall be terminatedapplied to the installments of principal of the Loans ratably to each of their scheduled maturities.

Equity Contributions. (1) Lender AESI shall have received, in form and substance satisfactory make or cause to Lender, evidence that Acquisition has received net cash proceeds from a be made to the Company cash equity capital contribution contributions or loans pursuant to Acquisition after an Affiliate Subordinated Loan Agreement between AESI, and/or an Affiliate of AESI, and the date hereof of not less than $1,000,000 Company (the each an "Acquisition Equity Contribution") by depositing such Equity Contributions in the Construction Account in accordance with the following terms and Angeles has received net cash proceeds from a cash equity capital contribution conditions; provided, however, that the aggregate amount of such Equity Contributions shall not at any time exceed the Equity Contribution Commitment: (a) Commencing on the Closing Date to Angeles after and including the Final Acceptance Date, the Collateral Agent shall notify AESI on the Business Day immediately following any date hereof on which (i) the aggregate amount then required to pay Project Costs in accordance with Section 3.8 of not less the Collateral Agency Agreement is greater than $1,500,000 minus (ii) the aggregate amount of the Acquisition available amounts then on deposit in or credited to the Construction Account, the Interest Payment Subaccount of the Bond Payment Account and the Construction Interest Subaccount (such difference, the "Shortfall Amount"). On the second Business Day immediately following the Collateral Agent's notice, AESI shall make an Equity Contribution to the Construction Account in an amount equal to the lesser of (i) such Shortfall Amount as specified in such notice from the "Angeles Collateral Agent or (ii) the then current unutilized Equity Contribution").Contribution Commitment. On the Final Acceptance Date, AESI shall make an Equity Contribution to the Construction Account in an amount equal to the then current unutilized Equity Contribution Commitment, provided that the amount required to be contributed pursuant to this sentence shall be reduced to the Remaining Required Equity Contribution if the Company delivers an Officer's Certificate to the Collateral Agent on the Final Acceptance Date certifying that: (2A) Angeles may defer making the Angeles Equity Contribution for not more than 10 days after the date hereof. Notwithstanding anything in all other amounts due and payable under this Agreement to have been paid as required under this Agreement on and as of the contrary, Final Acceptance Date; (B) Final Acceptance has occurred; (C) the Commercial Operation Date has occurred; (D) no Loans Default or Letter of Credit Accommodations will be made to Angeles until the Angeles Equity Contribution has been made. At the date the Angeles Equity Contribution has been made and Loans and Letter of Credit Accommodations are to be made to Angeles, all conditions precedent set forth in this Section 4.1 must be met again before Loans and Letter of Credit Accommodations will be made to Angeles. Angeles shall give Lender at least five Business Days advance written notice prior to the date Angeles wishes to obtain the first Loan or Letter of Credit Accommodation hereunder. If Angeles fails to make the Angeles Equity Contribution within 10 days after the date hereof, such failure shall constitute an Event of Default under this the Indenture or any other Financing Document has occurred and is continuing on and as of the Final Acceptance Date; and (E) all Accounts are fully funded on and as of the Final Acceptance Date to the extent required under the Collateral Agency Agreement. (3b) Prior Upon the occurrence of any Event of Default under the Indenture or an AESI Event of Default on or prior to the date Final Acceptance Date, AESI shall immediately make an Equity Contribution to the Construction Account in an amount equal to the then current unutilized Equity Contribution Commitment. Any Equity Contribution made pursuant to this clause (b) shall be applied in accordance with Section 3.8 of the Collateral Agency Agreement. (c) As security for its obligations under Section 2(a) and Section 2(b), AESI shall provide to the Collateral Agent, on the Closing Date, one or more AESI Support Instruments in the aggregate amount of the AESI Support Amount. In the event that AESI shall fail to make any Equity Contribution when due in accordance with Section 2(a) or Section 2(b), the Collateral Agent shall promptly make a drawing on an AESI Support Instrument or AESI Support Instruments in the amount of such Equity Contribution required to be made by AESI and not paid under Section 2(a) or Section 2(b); provided that the Collateral Agent's failure to make such demand for payment shall not relieve AESI of its obligations under this Agreement, including but not limited to its obligations under Section 2(a) and Section 2(b). Any proceeds of a drawing on an AESI Support Instrument received by the Collateral Agent shall be applied to, and in satisfaction of, AESI's obligations under this Agreement. In the event that AESI has provided two or more AESI Support Instruments in fulfillment of its obligations under this Section 2(c), drawings made by the Collateral Agent pursuant to the first Loan or Letter sentence of Credit Accommodation is this Section 2(c) shall be made by drawings on one of such AESI Support Instruments until the earlier of (i) such time as all amounts available under such AESI Support Instrument have been drawn and (ii) such time as the provider of such AESI Support Instrument fails to Angeles, Angeles shall not be required to meet the requirements of Sections 6.3 (relating to collection of Accounts), 7.1 (relating to collateral reporting, except that Borrower shall comply make payment in accordance with the requirement terms of Section 7.1 relating such AESI Support Instrument, and then, subject to a fully integrated perpetual inventory system acceptable to Lender)the same conditions, 7.2by drawings on the other AESI Support Instrument or AESI Support Instruments in turn. (ad) Any amount which is not paid when due pursuant to this Section 2 shall bear interest at a rate per annum equal to two percent (2%) plus the interest rate on the Bonds until paid in full. (e) (relating to Accounts covenants). After AESI agrees that, unless otherwise instructed by the date the first Loan or Letter of Credit Accommodation is made to Angeles, Angeles shall meet all such requirements. (4) Prior to the date the first Loan or Letter of Credit Accommodation is made to Angeles, Lender acknowledges that security interests in Angeles' assets will be held by General Electric Credit Corporation and Union Bank. Any event of default under the obligations secured by said security interests shall constitute Collateral Agent following an Event of Default hereunder (unless cured within any cure period Default, it shall make all payments required to be made by it in immediately available funds directly to the Collateral Agent for the benefit of the Company, and such amounts shall be applied as provided in the agreements between Angeles and said lenders or waived in writing by said lenders). Prior to the date the first Loan or Letter of Credit Accommodation is made to Angeles, said other security interests shall be terminatedCollateral Agency Agreement.

Equity Contributions. (1a) Lender shall have received, in form and substance satisfactory to Lender, evidence that Acquisition has received net cash proceeds Within three (3) Business Days after receipt of a written notice (“Equity Contribution Notice”) from Borrower (or the Collateral Agent if the Collateral Agent exercises its rights as an intended beneficiary of this Agreement under Section 7 hereof) requesting a cash contribution of additional equity capital to Borrower in an amount sufficient to fully fund the Final Draw Amount for any Monthly Draw Date, to cure any non-compliance with the In-Balance Test, or to pay any Construction Payables, as the case may be (such amount, the “Required Equity Amount”), Sponsor shall, directly or through its appropriate Subsidiary, make a contribution to Acquisition after the date hereof of not less than $1,000,000 additional equity capital (the "Acquisition “Equity Contribution"”) and Angeles has received net cash proceeds from a cash equity capital contribution to Angeles after Borrower in the date hereof of not less than $1,500,000 minus the amount of the Acquisition Required Equity Contribution (the "Angeles Equity Contribution"). (2) Angeles may defer making the Angeles Equity Contribution for not more than 10 days after the date hereof. Notwithstanding Amount; provided that, notwithstanding anything in this Agreement to the contrary, under no Loans circumstances shall Sponsor be required to make Equity Contributions aggregating more than the Equity Commitment plus any amounts which become due and payable under Section 22 hereof. Each Equity Contribution Notice shall be delivered to Sponsor together with a copy of the then current Final Draw Request or Letter the invoices or other documents supporting the existence of Credit Accommodations Construction Payables. Sponsor’s obligation to make Equity Contributions in accordance with the terms hereof shall be irrevocable and unconditional, including notwithstanding any (x) deterioration in the financial condition of Borrower, including any bankruptcy or similar proceeding of Borrower or any of its subsidiaries, (y) elimination or transfer of Sponsor’s ownership interest in Borrower, including in connection with any bankruptcy or similar proceeding or (z) failure by Dubai World to fund any of its capital commitments to Borrower. (b) Equity Contribution Notices may be delivered to Sponsor from time to time as funds are required for construction and development of the Project or if Borrower is not in compliance with the In-Balance Test. Borrower shall deliver a copy of each Equity Contribution Notice to the Collateral Agent concurrently with delivery of the original to Sponsor. Concurrent with the delivery of an Equity Contribution Notice to Sponsor, Borrower (or Collateral Agent if applicable) shall deliver a substantially identical Equity Contribution Notice to Dubai World requesting an amount of funds equal to the Required Equity Amount. While it is anticipated that Sponsor and Dubai World will each fund 50% of the Required Equity Amount, Sponsor shall be responsible to timely fund the full Required Equity Amount (but without an obligation to exceed its Equity Commitment) in the event Dubai World fails to fund all or any part of its portion of the Required Equity Amount. (c) Each Equity Contribution shall be made directly to Angeles until the Angeles Equity Contribution has been made. At Disbursement Agent, in immediately available funds, on or before the date Monthly Draw Date in accordance with the Angeles Equity Contribution has been made and Loans and Letter of Credit Accommodations are to be made to Angeles, all conditions precedent monthly funding procedures set forth in this Section 4.1 must be met again before Loans and Letter of Credit Accommodations the Disbursement Agreement, pursuant to wire transfer instructions provided in the Equity Contribution Notice. Each Equity Contribution will be made to Angeles. Angeles shall give Lender at least five Business Days advance written notice prior to deposited into the date Angeles wishes to obtain Sponsor Proceeds Account and applied by the first Loan or Letter Disbursement Agent in accordance with the terms of Credit Accommodation hereunder. If Angeles fails to make the Angeles Equity Contribution within 10 days after the date hereof, such failure shall constitute an Event of Default under this Disbursement Agreement. (3d) Prior Sponsor shall make each of its Equity Contributions required hereunder directly or through one or more Subsidiaries in the form of a Capital Contribution (as defined in the Operating Agreement) to Borrower as contemplated under Article 3 of the Operating Agreement. Sponsor acknowledges that the Beneficiaries have no responsibility with respect to such characterization of the Equity Contributions under the Operating Agreement and that the members of Borrower agreed to the date terms of the first Loan or Letter of Credit Accommodation is made to AngelesOperating Agreement, Angeles shall not be required to meet including the requirements of Sections 6.3 (provisions relating to collection of Accounts)capital contributions, 7.1 (relating to collateral reporting, except that Borrower shall comply with without any input or influence from the requirement of Section 7.1 relating to a fully integrated perpetual inventory system acceptable to Lender), 7.2 (a) (e) (relating to Accounts covenants). After the date the first Loan or Letter of Credit Accommodation is made to Angeles, Angeles shall meet all such requirementsBeneficiaries. (4) Prior to the date the first Loan or Letter of Credit Accommodation is made to Angeles, Lender acknowledges that security interests in Angeles' assets will be held by General Electric Credit Corporation and Union Bank. Any event of default under the obligations secured by said security interests shall constitute an Event of Default hereunder (unless cured within any cure period provided in the agreements between Angeles and said lenders or waived in writing by said lenders). Prior to the date the first Loan or Letter of Credit Accommodation is made to Angeles, said other security interests shall be terminated.

Equity Contributions. So long as Sithe New England continues to have an obligation to fund Contingent Equity Contributions under the Equity Contribution Agreement (1and such obligation is not currently cash collateralized or backed by Acceptable Credit Support) Lender and/or Sithe has any remaining payment obligations under the Sithe Equity Guaranty: Sithe New England shall fail to perform or observe the terms and conditions of the Equity Contribution Agreement, after giving effect to all grace periods provided therein; The Sithe Equity Guaranty shall cease to be valid and binding and in full force and effect; Sithe shall fail to perform or observe the terms or conditions of the Sithe Equity Guaranty, provided, however, in the case of a breach of any Original Financial Covenant or New Financial Covenant (defined therein) (X) prior to the making of all Contingent Equity Contributions (a) any cure periods applicable to such breach provided for in the Revolving Credit Facility or the New Revolving Credit Facility, as applicable, shall have receivedexpired, (b) the waiver of any such default by the lenders to the Revolving Credit Facility or the New Revolving Credit Facility shall be deemed to cure such default, in form the case of any Original Unincorporated Financial Covenant or New Unincorporated Financial Covenant, respectively (as defined in the Sithe Equity Guaranty), and substance satisfactory (c) such default hereunder shall be deemed cured if within 15 days following the occurrence of such default Sithe provides Acceptable Credit Support with respect to Lenderall remaining obligations of Sithe under the Sithe Equity Guaranty and (Y) thereafter, evidence that Acquisition has (a) any cure periods applicable to such breach provided for in the Revolving Credit Facility or the New Revolving Credit Facility, as applicable, shall have expired, (b) the waiver of any such default by the lenders to the Revolving Credit Facility or the New Revolving Credit Facility shall be deemed to cure such default, (c) such default hereunder shall be deemed cured if within 15 days following the occurrence of such default Sithe provides Acceptable Credit Support with respect to all remaining obligations of Sithe under the Sithe Equity Guaranty, and (d) if Sithe shall have received net cash proceeds and continues to maintain an Investment Grade Rating from a cash equity capital contribution to Acquisition after the date hereof two Rating Agencies, one of not less than $1,000,000 (the "Acquisition Equity Contribution") and Angeles has received net cash proceeds from a cash equity capital contribution to Angeles after the date hereof which shall be S&P or ▇▇▇▇▇'▇, then, notwithstanding any provision of not less than $1,500,000 minus the amount of the Acquisition Equity Contribution (the "Angeles Equity Contribution"). (2) Angeles may defer making the Angeles Equity Contribution for not more than 10 days after the date hereof. Notwithstanding anything in this Agreement any Loan Document to the contrary, no Loans or Letter of Credit Accommodations will be made to Angeles until the Angeles Equity Contribution has been made. At the date the Angeles Equity Contribution has been made and Loans and Letter of Credit Accommodations are to be made to Angeles, all conditions precedent set forth in this Section 4.1 must be met again before Loans and Letter of Credit Accommodations will be made to Angeles. Angeles such default shall give Lender at least five Business Days advance written notice prior to the date Angeles wishes to obtain the first Loan or Letter of Credit Accommodation hereunder. If Angeles fails to make the Angeles Equity Contribution within 10 days after the date hereof, such failure shall not constitute an a Borrower Event of Default under this Agreementhereunder. (3) Prior to the date the first Loan or Letter of Credit Accommodation is made to Angeles, Angeles shall not be required to meet the requirements of Sections 6.3 (relating to collection of Accounts), 7.1 (relating to collateral reporting, except that Borrower shall comply with the requirement of Section 7.1 relating to a fully integrated perpetual inventory system acceptable to Lender), 7.2 (a) (e) (relating to Accounts covenants). After the date the first Loan or Letter of Credit Accommodation is made to Angeles, Angeles shall meet all such requirements. (4) Prior to the date the first Loan or Letter of Credit Accommodation is made to Angeles, Lender acknowledges that security interests in Angeles' assets will be held by General Electric Credit Corporation and Union Bank. Any event of default under the obligations secured by said security interests shall constitute an Event of Default hereunder (unless cured within any cure period provided in the agreements between Angeles and said lenders or waived in writing by said lenders). Prior to the date the first Loan or Letter of Credit Accommodation is made to Angeles, said other security interests shall be terminated.