PARTICIPATION
      AGREEMENT

     

    dated
      as
      of December
      20, 2007

     

    among

     

    DRESSER-RAND
      S.A. (FRANCE)

    as
      Construction
      Agent
      and
Lessee,

     

    CITIBANK
      INTERNATIONAL PLC (PARIS BRANCH)

    as
      Lessor

     

    THE
      PERSONS NAMED HEREIN

    as
      Note
      Holders,

     

    and

     

    CITIBANK
      INTERNATIONAL PLC (PARIS BRANCH)

    as
      Agent

     

     

      
        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

     

    
      	 	 	
              Page

            
	 	 	 
	
              ARTICLE I
                FINANCING

            	
              1

            
	
              Section 1.01.

            	
              Note
                Holder Commitments

            	
              1

            
	
              Section 1.02.

            	
              Investment
                Commitments

            	
              2

            
	
              Section 1.03.

            	
              Procedures
                for Advances and Investments

            	
              2

            
	
              Section 1.04.

            	
              Use
                of Proceeds

            	
              4

            
	
              Section 1.05.

            	
              Payments
                to the Agent

            	
              5

            
	 	 	 
	
              ARTICLE II
                CONDITIONS PRECEDENT

            	
              6

            
	
              Section 2.01.

            	
              Conditions
                Precedent to Effectiveness

            	
              6

            
	
              Section 2.02.

            	
              Conditions
                Precedent to Fundings Subsequent to the Lessor Replacement
                Date

            	
              10

            
	
              Section 2.03.
                

            	
              Conditions
                Precedent to Completion Date

            	
              
                10

              

            
	 	 	 
	
              ARTICLE III
                REPRESENTATIONS AND WARRANTIES

            	
              11

            
	
              Section 3.01.

            	
              Representations
                and Warranties of the Company

            	
              11

            
	
              Section 3.02.

            	
              Representations
                and Warranties of the Lessor

            	
              13

            
	
              Section 3.03.

            	
              Representations
                and Warranties of the Note Holders

            	
              14

            
	 	 	 
	
              ARTICLE IV
                COVENANTS

            	
              14

            
	
              Section 4.01.

            	
              Covenants
                of the Company

            	
              14

            
	
              Section 4.02.

            	
              Covenants
                of the Lessor

            	
              17

            
	 	 	 
	
              ARTICLE V
                THE NOTES AND THE INVESTMENT

            	
              18

            
	
              Section 5.01.

            	
              Interest
                and Yield

            	
              18

            
	
              Section 5.02.

            	
              Increased
                Costs, Illegality, Etc.

            	
              19

            
	
              Section 5.03.

            	
              Assignments and Participations

            	
              21

            
	
              Section 5.04.

            	
              Taxes

            	
              28

            
	
              Section 5.05.

            	
              Nature
                of Transaction

            	
              34

            
	
              Section 5.06.

            	
              Sharing
                of Payments, Etc.

            	
              35

            
	
              Section 5.07.

            	
              Maturity
                Date Extension.

            	
              36

            
	 	 	 
	
              ARTICLE VI
                EVENTS OF DEFAULT; REMEDIES; UNWIND EVENT; NON-PERFORMANCE EVENTS;
                OPTIONS
                UPON EXPIRATION; TERMINATION PAYMENTS

            	
              37

            
	
              Section 6.01.

            	
              Events
                of Default

            	
              37

            
	
              Section 6.02.

            	
              Remedies
                upon an Event of Default

            	
              41

            
	
              Section 6.03.

            	
              Unwind
                Events and Non-Performance Events

            	
              43

            
	
              Section 6.04.

            	
              Optional
                Purchase by the Company

            	
              44

            
	
              Section 6.05.

            	
              Termination
                After Event of Loss

            	
              44

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              Section 6.06.

            	
              Options
                Upon Expiration

            	
              45

            
	
              Section 6.07.

            	
              Remarketing
                Upon Termination at Lease Expiry

            	
              46

            
	
              Section 6.08.

            	
              Remarketing
                Upon Event of Loss

            	
              46

            
	
              Section 6.09.

            	
              Power
                of Sale and Rights Upon a Liquidation Event

            	
              47

            
	
              Section 6.10.

            	
              Sales
                of Liquidation Property Interest.

            	
              48

            
	 	 	 
	
              ARTICLE VII
                APPLICATION OF FUNDS AND NET PROCEEDS; PREPAYMENT OF
                INSTRUMENTS

            	
              48

            
	
              Section 7.01.

            	
              Application
                of Funds

            	
              48

            
	
              Section 7.02.

            	
              Net
                Proceeds

            	
              51

            
	
              Section 7.03.

            	
              Prepayment
                of Notes and Investments

            	
              52

            
	 	 	 
	
              ARTICLE VIII
                THE AGENT

            	
              53

            
	
              Section 8.01.

            	
              Authorization
                and Action

            	
              53

            
	
              Section 8.02.

            	
              Agent's
                Reliance, Etc

            	
              53

            
	
              Section 8.03.

            	
              CNAI
                and Affiliates

            	
              54

            
	
              Section 8.04.

            	
              Credit
                Decision

            	
              54

            
	
              Section 8.05.

            	
              Indemnification.

            	
              54

            
	
              Section 8.06.

            	
              Successor
                Agent

            	
              55

            
	
              Section 8.07.

            	
              Certain
                Duties and Obligations

            	
              55

            
	
              Section 8.08.

            	
              Record

            	
              57

            
	 	 	 
	
              ARTICLE IX
                MISCELLANEOUS

            	
              57

            
	
              Section 9.01.

            	
              Survival

            	
              57

            
	
              Section 9.02.

            	
              Notices

            	
              57

            
	
              Section 9.03.

            	
              Severability

            	
              58

            
	
              Section 9.04.

            	
              Amendments,
                Etc

            	
              58

            
	
              Section 9.05.

            	
              Headings

            	
              58

            
	
              Section 9.06.

            	
              Compliance
                Responsibility

            	
              59

            
	
              Section 9.07.

            	
              Definitions

            	
              59

            
	
              Section 9.08.

            	
              Benefit

            	
              59

            
	
              Section 9.09.

            	
              Place
                of Payment

            	
              59

            
	
              Section 9.10.

            	
              Counterparts

            	
              59

            
	
              Section 9.11.

            	
              Governing
                Law and Jurisdiction

            	
              59

            
	
              Section 9.12.

            	
              Time;
                Business Day

            	
              60

            
	
              Section 9.13.

            	
              Transaction
                Costs; Fees

            	
              60

            
	
              Section 9.14.

            	
              Company
                Indemnification

            	
              61

            
	
              Section 9.15.

            	
              Operative
                Documents; Further Assurances

            	
              64

            
	
              Section 9.16.

            	
              Confidentiality

            	
              64

            
	
              Section 9.17.

            	
              Interest
                Laws

            	
              65

            
	
              Section 9.18.

            	
              Financial
                Advisor

            	
              65

            
	
              Section 9.19.

            	
              Securities
                Representation

            	
              65

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              Section 9.20.

            	
              Agreements
                with Respect to the Property

            	
              66

            
	
              Section 9.21.

            	
              WAIVER
                OF TRIAL BY JURY

            	
              66

            
	
              Section 9.22.

            	
              Other
                Matters

            	
              66

            
	
              Section 9.23.

            	
              Protective
                Expenditures; Payment for Services

            	
              66

            
	
              Section 9.25.

            	
              Lessor
                Indemnification

            	
              68

            
	
              Section 9.26.

            	
              Lessor
                Tax Indemnification

            	
              69

            
	
              Section 9.27.

            	
              Environmental
                Put Option

            	
              70

            
	
              Section 9.28.

            	
              Limitation
                on Liabilities

            	
              71

            
	
              Section 9.31.

            	
              Not
                a Partnership, Etc.

            	
              71

            
	
              Section 9.32.

            	
              Independent
                Analysis

            	
              71

            
	
              Section 9.33.

            	
              No
                Recourse To Lessor

            	
              71

            
	
              Section 9.34.

            	
              Delegation
                to the Agent

            	
              72

            


    

     

     

    
      	
              Schedule I

            	
              -

            	
              Manner
                of Payment and Communications to Parties

            
	
              Schedule II

            	
              -

            	
              Fees

            
	
              Schedule III

            	
              -

            	
              Pricing
                Grid

            
	
              Exhibit A

            	
              -

            	
              Purchase
                Procedures

            
	
              Exhibit B

            	
              -

            	
              Form of
                Requisition

            
	
              Exhibit C

            	
              -

            	
              Form
                of Officer's Certificate of Completion

            
	
              Appendix A

            	
              -

            	
              Definitions

            


    

    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    PARTICIPATION
      AGREEMENT (as it may be amended from time to time, this "Agreement"),
      dated
      as of December 20, 2007, among Dresser-Rand S.A. (France), a French société
anonyme, having its registered office at 31 boulevard Winston Churchill, 76600
      Le Havre, France, registered with the Commercial and Companies Register of
      Le
      Havre under No. 562 060 269 (the "Company"
      or in
      its capacity as lessee under the Lease, the "Lessee"
      or in
      its capacity as construction agent under the Agency Agreement, the "Construction
      Agent");
      Citibank International plc (Paris Branch), a finance institution established
      under the laws of England and qualified in France as a credit establishment
      of
      the European Economic Area (the "Lessor");
      the
      Persons named from time to time on Schedule I
      hereto
      as note purchasers (collectively, the "Note
      Holders");
      and
      Citibank International plc (Paris Branch), in its capacity as administrative
      agent for the Note Holders and the Lessor (the "Agent").
      Capitalized terms used but not otherwise defined in this Agreement shall have
      the meanings set forth in Appendix A hereto.

     

    PRELIMINARY
      STATEMENT

     

    In
      accordance with the terms of the Operative Documents, the parties desire to
      enter into this Agreement to effect the transactions described in Part I of
      Appendix A hereto.

     

    In
      consideration of the agreements herein and in the other Operative Documents
      and
      in reliance upon the representations and warranties set forth herein and
      therein, the parties agree as follows:

     

    ARTICLE I

     

    FINANCING

     

    Section 1.01. Note
      Holder Commitments.
      (a)
      Subject to the terms and conditions in this Agreement, each A-Note Holder hereby
      agrees, severally and not jointly and severally, to make advances (each, an
      "Advance")
      to the
      Lessor pursuant to the Loan Agreement from time to time on each Funding Date
      to
      occur prior to the Commitment Termination Date in amounts equal to its Funding
      Percentage of the A-Portion of Actual Project Costs specified in any Requisition
      issued for such Funding Date. Subject to the terms and conditions in this
      Agreement, each B-Note Holder hereby agrees, severally and not jointly and
      severally, to make Advances to the Lessor pursuant to the Loan Agreement from
      time to time on each Funding Date to occur prior to the Commitment Termination
      Date in amounts equal to its Funding Percentage of the B-Portion of Actual
      Project Costs specified in any Requisition issued for such Funding
      Date.

     

    (b) No
      Note
      Holder shall have any obligation to make any Advance (including an Advance
      under
      Section 1.03(b)) for any amount in excess of its aggregate Note Commitment
      less the aggregate amount of all outstanding Advances made by such Note Holder.
      Advances under the A-Notes shall be limited to 80% of Actual Project Costs
      (exclusive of A-Note Capitalized Amounts, B-Note Capitalized Amounts and
      Investment Capitalized Amounts), and Advances under the B-Notes shall be limited
      to 15% of Actual Project Costs (exclusive of A-Note Capitalized Amounts, B-Note
      Capitalized Amounts and Investment Capitalized Amounts). 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Section 1.02. Investment
      Commitments.
      

     

    (a) Subject
      to the terms and conditions in this Agreement, the Lessor hereby agrees to
      make
      investments (each, an "Investment")
      from
      time to time on each Funding Date to occur prior to the Commitment Termination
      Date in amounts equal to the Lessor's Funding Percentage of the Investment
      Portion of Actual Project Costs specified in any Requisition issued for such
      Funding Date.

     

    (b) The
      Lessor shall not have any obligation to make any Investment (including an
      Investment pursuant to Section 1.03(b)) for any amount in excess of its
      aggregate Investment Commitment less the aggregate amount of all outstanding
      Investments made by the Lessor. Investments made, net of amounts used to fund
      Investment Capitalized Amounts payable to the Lessor, shall in all events and
      at
      all times be in amounts not less than 5% of Actual Project Costs. All Investment
      Capitalized Amounts payable during the Construction Period shall be funded
      solely from the proceeds of Investments, and the Lessor hereby agrees to make,
      on each Payment Date during the Construction Period, an Investment (based on
      its
      Funding Percentage) for the payment of such amounts.

     

    Section 1.03. Procedures
      for Advances and Investments.
      

     

    (a) Requisitions.
      

     

    (i) No
      later
      than 1:00 P.M. (London time) on the third Business Day prior to the date on
      which a Funding is desired, the Construction Agent must submit to the Agent
      an
      irrevocable requisition for Actual Project Costs (a "Requisition")
      substantially in the form attached as Exhibit B.
      The
      Agent will give notice of such Requisition to the Note Holders and the Lessor
      not less than three (3) Business Days prior to the applicable Funding Date.
      Such
      notice by the Agent shall specify the amount of the Advances to be made by
      each
      Note Holder and the amount of the Investments to be made by the
      Lessor.

     

    (ii) Each
      Requisition (A) shall be irrevocable and executed by an authorized Officer
      of the Construction Agent, (B)  shall request a Funding of an amount at
      least equal to €2,000,000 or such lesser amount as shall be equal to the lesser
      of (x) the aggregate amount of the unused Commitments available at such
      time or (y) the amount of the final Requisition and (C) shall request
      that the Note Holders make Advances and that the Lessor make Investments for
      Actual Project Costs, exclusive of interest, Distributions, Commitment Fees
      and
      other amounts that are capitalized and funded as set forth in
      Section 1.03(b), incurred or to be incurred as specified in the
      Requisition. Each Requisition shall also specify (1) the proposed Funding
      Date and (2) the Interest Period for such Funding. No more than one (1)
      Requisition may be submitted during any calendar month. Each Requisition shall
      constitute a representation and warranty by the Construction Agent that all
      the
      conditions precedent to such Funding have been satisfied except as otherwise
      indicated in the Requisition.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b) Funding
      of A-Note Capitalized Amounts, B-Note Capitalized Amounts and Investment
      Capitalized Amounts.
      

     

    (i) Subject
      to the terms in this Agreement, (x) each A-Note Holder hereby agrees,
      severally and not jointly and severally, to make an Advance to fund its Funding
      Percentage of the A-Note Capitalized Amounts at any time such A-Note Capitalized
      Amounts are due and payable hereunder during the Construction Period, (y) each
      B-Note Holder hereby agrees, severally and not jointly and severally, to make
      an
      Advance to fund its Funding Percentage of the B-Note Capitalized Amounts at
      any
      time such B-Note Capitalized Amounts are due and payable hereunder during the
      Construction Period, and (z) the Lessor hereby agrees to make an Investment
      to fund its Funding Percentage of the Investment Capitalized Amounts at any
      time
      such Investment Capitalized Amounts are due and payable hereunder during the
      Construction Period.

     

    (ii) No
      Requisition shall be necessary to permit the Agent (x) to request each
      A-Note Holder to make Advances in an amount equal to its Funding Percentage
      of
      the A-Note Capitalized Amounts due hereunder during the Construction Period,
      (y)
      to request each B-Note Holder to make Advances in an amount equal to its Funding
      Percentage of the B-Note Capitalized Amounts due hereunder during the
      Construction Period or (z) to request the Lessor to make an Investment in
      an amount equal to its Funding Percentage of the Investment Capitalized Amounts
      due hereunder during the Construction Period. There shall be no conditions
      precedent to a Funding by the Note Holders and the Lessor to pay amounts payable
      under this Section 1.03(b).

     

    (c) Funding
      Advances and Investments.
      On the
      date specified for any Funding, each Note Holder and/or the Lessor shall, before
      1:00 P.M. (London time), make available to the Agent, on behalf of the Lessor,
      an amount equal to the Advance and/or the Investment, as the case may be, to
      be
      made by it on such Funding Date, at the Agent's address referred to in
Schedule I
      hereto,
      in immediately available funds.

     

    (d) Non-Funding
      Note Holder or Lessor.
      Unless
      the Agent shall have received notice from a Note Holder or the Lessor prior
      to
      any Funding Date that such Note Holder or the Lessor will not make available
      to
      the Agent an Advance or Investment, as applicable, the Agent may assume that
      such Note Holder or the Lessor has made its funds available to the Agent in
      accordance with Section 1.03(c) and the Agent may (but shall not be
      required to), in reliance upon such assumption, make available to the
      Construction Agent (on behalf of the Lessor) on such date a corresponding
      amount. If and to the extent that such Note Holder or the Lessor shall not
      have
      so made such Advance or Investment available to the Agent on such date, such
      Note Holder or the Lessor agrees to repay the Agent on demand by the Agent
      such
      corresponding amount, together with interest thereon, for each day from the
      date
      such amount is made available to the Construction Agent, until the date such
      amount is repaid to the Agent, at the EURIBOR Rate. If such Note Holder or
      the
      Lessor shall repay to the Agent such corresponding amount, such amount so repaid
      (excluding any amounts for interest paid to the Agent) shall constitute such
      Note Holder's funding of its Advance or the Lessor's funding of its Investment,
      as applicable, for purposes of this Agreement. The failure of any Note Holder
      to
      make an Advance shall not relieve any other Note Holder or the Lessor of its
      obligations, if any, hereunder and the failure of the Lessor to make an
      Investment shall not relieve any Note Holder of its obligations, if any,
      hereunder, but no Note Holder shall be responsible for the failure of any other
      Note Holder or the Lessor to make an Advance or Investment, as applicable,
      and
      the Lessor shall not be responsible for the failure of any Note Holder to make
      an Advance.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (e) Company
      as Beneficiary.
      The
      funding obligations of the Note Holders and the Lessor in this Section 1.03
      are for the benefit of the Company, as Construction Agent on behalf of the
      Lessor.

     

    (f) Funding
      of Retainage Amounts.
      The
      final Requisition for Actual Project Costs shall include a request for a Funding
      of Advances and Investments to provide for the payment of amounts representing
      the Retainage Amount, if any. The aggregate amount of the proceeds of such
      Funding representing the Retainage Amount shall be held by the Construction
      Agent until such amount is due and payable to the applicable Contractor, Vendor
      or Supplier under the applicable Facility Agreement, and at such time paid
      to
      the applicable Contractor Vendor or Supplier in accordance with the applicable
      Facility Agreement.

     

    (g) The
      Lessee acknowledges that the Lessor has obtained financing for the Actual
      Project Costs and in consideration therefor has assigned its right, title and
      interest in and to any and all amounts due from the Construction Agent, the
      Lessee or any third Person under the Operative Documents to the
      Agent.

     

    Section 1.04.
      Use
      of
      Proceeds. Upon
      the
      Agent's receipt of funds from the Note Holders and the Lessor in accordance
      with
      Section 1.03(c) for the applicable Funding and upon fulfillment of the
      applicable conditions set forth in Article II, the Agent will apply the
      funds as set forth in this Section 1.04.

     

    (a) Requisition
      Fundings.
      Promptly upon the receipt by the Agent of the proceeds of Advances and
      Investments made pursuant to a Requisition on a Funding Date (and not later
      than
      1:00 P.M. (London time) on such Funding Date if the Agent has timely
      received such proceeds) such proceeds shall be applied by the Agent in
      immediately available funds as follows:

     

    (i) First,
      to pay
      all Transaction Costs, if any, set forth in the Requisition for such Funding
      Date.

     

    (ii) Second,
      the
      balance to the Construction Agent or as directed by the Construction Agent,
      in
      accordance with the Requisition, for application to other Actual Project
      Costs.

     

    (b) Fundings
      for Other Capitalized Amounts.
      The
      proceeds of Advances and Investments made pursuant to Section 1.03(b) shall
      be applied by the Agent to pay the amounts for which such Advances and
      Investments are made.

     

    Section
      1.05. Financing
      of Actual Project Costs.
      (a)
      Anything contained herein to the contrary notwithstanding, no Note Holder shall
      be obligated to perform any duty, covenant or condition required to be performed
      by the Lessor hereunder, and any such duty, covenant or condition shall be
      and
      remain the sole obligation of the Lessor.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (b)
      During the Lease Term, so long as no Event of Default has occurred and is
      continuing, the Lessor hereby grants to the Lessee the exclusive right to
      consent on the Lessor's behalf under Section 5.03(b) to an assignment of all
      or
      a portion of a Note Holder's Note, which consent shall not be unreasonably
      withheld or delayed.

     

    Section 1.06.
      Payments
      to the Agent.
      (a) The
      parties hereto agree that notwithstanding the terms of the Operative Documents,
      any payment required to be made pursuant to any Operative Document by the
      Company (individually or in its capacity as Construction Agent or Lessee) to
      the
      Lessor, or by or on behalf of the Lessor to the Lessor or any Note Holder,
      out
      of amounts paid by the Company (individually or in its capacity as Construction
      Agent or Lessee) to the Lessor, shall be made directly to or at the direction
      of
      the Agent (which direction may change from time to time with prior reasonable
      written notice, so long as such direction does not require the Company to make
      any payment due on an date to more than one Person) for application in
      accordance with the terms of the Operative Documents on behalf of the applicable
      payee(s).

     

    (b) (i) All
      payments made by the Company to or at the direction of the Agent in accordance
      with this Section 1.05 shall be deemed to have been applied by the Agent to
      the purposes for which such payments were made in accordance with the terms
      of
      the Operative Documents and (ii) upon delivery of good funds to the Agent
      in any such case, the Company's and the Lessor's payment obligations in the
      particular instance shall be deemed satisfied to the extent of the funds so
      furnished. All amounts payable to or at the direction of the Agent hereunder
      shall be paid without any setoff, counterclaim or other deduction in Euros
      and
      in immediately available funds by 1:00 P.M. (London time) on the applicable
      Payment Date or on the date when due, unless any such date is not a Business
      Day, in which case payment shall be due and payable on the next succeeding
      Business Day, at the Agent's address as set forth in Schedule I
      hereto,
      or at such other address or to such other Person as the Agent, from time to
      time, may designate to the Company by written instructions.

     

    (c) Notwithstanding
      anything to the contrary set forth herein, any payment to be made by or on
      behalf of the Company pursuant to any Operative Document during the Construction
      Period shall be paid solely from the proceeds of Advances and Investments as
      Actual Project Costs, provided,
      however,
      that
      any such payment obligation which arises (i) out of a Fully Indemnifiable
      Event or (ii) upon the Company's election to proceed under
      Section 6.02(g) or Section 6.04 shall not be paid from the proceeds of
      Advances or Investments, but shall be paid by the Company from other funds
      of
      the Company (the "Construction
      Period Funding Requirement").

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    ARTICLE II

     

    CONDITIONS
      PRECEDENT

     

    Section 2.01.
      Conditions
      Precedent to Effectiveness.
      This
      Agreement shall become effective on the date (the “Effective
      Date”)
      that
      it is duly authorized, executed and delivered by the Company, the Lessor, the
      Note Holders and the Agent.

     

    Section 2.02.
      Conditions
      Precedent to Initial Funding Date
      The
      obligations of the Note Holders to make Advances and the Lessor to make
      Investments shall be subject to the fulfillment, on or prior to January 10,
      2008, of the following conditions precedent:

     

    (a) Due
      Authorization, Execution and Delivery of Documents.
      The
      following documents shall have been duly authorized, executed and delivered
      by
      all parties thereto, and shall be in full force and effect:

     

    (i) the
      Loan
      Agreement;

     

    (ii) the
      A-Notes;

     

    (iii) the
      B-Notes;

     

    (iv) the
      Construction Agency Agreement;

     

    (v) the
      Parent Guaranty;

     

    (vi) the
      Instrument Guaranty;

     

    (vii) the
      Ground Lease;

     

    (viii) the
      Sub-Ground Lease; and

     

    (ix) the
      Lease.

     

    (b) Representations
      and Warranties.
      The
      representations and warranties of each of the Company, the Guarantor and the
      Lessor, respectively, set forth in the Operative Documents shall be true and
      correct in all material respects as if made on and as of the Initial Funding
      Date or, as applicable, on and as of the date specified in such representation
      or warranty.

     

    (c) Company
      and Guarantor Documents.
      The
      Agent shall have received on or before the Initial Funding Date the following,
      each dated as of the Initial Funding Date (unless otherwise specified), and
      in
      form and substance satisfactory to the Agent (unless otherwise
      specified):

     

    (i) Corporate
      Documents of the Company.
      An
      official extract from the Commercial and Companies Register of Le Havre
      (“extrait K-bis”) with respect to the Company and a copy of the articles of
      incorporation (“statuts”) of the Company certified by such Companies
      Register;

     

    
      
        
        

      

      
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    (ii) Good
      Standing Certificate.
      A good
      standing certificate from the Secretary of State of Delaware for the Guarantor
      

     

    (iii) Secretary's
      Certificate.
      A
      certificate of the Chairman (Président Directeur Générale) of the Company and
      the Secretary or an Assistant Secretary of the Guarantor certifying (A) the
      certificate of incorporation and by-laws, or other equivalent documents, of
      the
      Company or the Guarantor, as applicable, (B) the resolutions of the
      relevant governing board or other authority of the Company or the Guarantor,
      as
      applicable, approving the execution, delivery and performance of each Operative
      Document to which the Company or the Guarantor, as applicable, is or will be
      a
      party and (C) the names and true signatures of the Officers of the Company
      and the Guarantor authorized to sign each Operative Document to which the
      Company or the Guarantor, as applicable, is or will be a party and the other
      documents or certificates to be delivered hereunder and thereunder;

     

    (iv) Officer's
      Certificate.
      A
      certificate of each of the Company and the Guarantor signed by an authorized
      Officer of the Company or the Guarantor, as applicable, certifying as to
      (A) the truth and correctness in all material respects of the
      representations and warranties made by the Company or the Guarantor, as
      applicable, in each Operative Document to which the Company or the Guarantor,
      as
      applicable, is or will be a party and (B) the absence of any event
      occurring and continuing that constitutes a Default, Event of Default or Unwind
      Event;

     

    (v) Legal
      Opinions.
      1.
      Favorable opinions of senior corporate counsel of the Company and the Guarantor
      addressed to the Agent, the Lessor and each Note Holder; 

     

    (b) A
      favorable opinion of Baker & McKenzie LLP, special New York counsel to the
      Company and the Guarantor, addressed to the Agent, the Lessor and each Note
      Holder;

     

    (c) A
      favorable opinion of Baker & McKenzie LLP, special French counsel to the
      Company and the Guarantor, addressed to the Agent, the Lessor and each Note
      Holder; and

     

    (vi) Other
      Documents.
      Such
      other approvals, certificates or documents as the Agent may reasonably request
      to evidence satisfaction of the conditions set forth in this Section 2.02
      (including accuracy in all material respects of the representations and
      warranties of the Company set forth in Section 3.01).

     

    (d) Lessor
      Documents.
      The
      Agent and the Company shall have received on or before the Initial Funding
      Date
      the following, each dated as of the Initial Funding Date (unless otherwise
      specified) and in form and substance satisfactory to the Agent and the
      Company:

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (i) Secretary's
      Certificate.
      A
      certificate of the Secretary or an Assistant Secretary of the Lessor certifying
      (A) the certificate of incorporation and by-laws, or other equivalent
      documents, of the Lessor, (B) the resolutions of the relevant governing
      board or other authority of the Lessor approving the execution, delivery and
      performance by the Lessor of each Operative Document to which the Lessor is
      or
      will be a party, and (C) the names and true signatures of the officers of
      the Lessor authorized to sign each Operative Document to which the Lessor is
      or
      will be a party and the other documents or certificates to be delivered
      hereunder and thereunder;

     

    (ii) Officer's
      Certificate.
      An
      Officer's Certificate of the Lessor certifying as to the truth and correctness
      of the representations and warranties made by the Lessor in each Operative
      Document; and

     

    (iii) Legal
      Opinion.
      A
      favorable opinion of Chadbourne & Parke LLP, special New York counsel to the
      Lessor, addressed to the Agent, each Note Holder and the Company.

     

    (e) Insurance
      Certificates.
      The
      Agent and the Lessor shall have received on or before the Initial Funding Date
      certificates of insurance or other satisfactory assurances evidencing compliance
      with the Insurance Requirements.

     

    (f) Updates
      to Construction Documents.
      The
      Agent and the Lessor shall have received on or before the Initial Funding Date
      copies of updates to the Plans and Specifications, the Construction Budget
      and
      the Construction Schedule (each in form and substance satisfactory to the
      Agent).

     

    (g) Taxes.
      All
      taxes, charges, fees and costs, if any, payable in connection with the
      execution, delivery, recording and filing of the Operative Documents and the
      transactions contemplated to be consummated pursuant thereto shall have been
      paid in full on or before the Initial Funding Date, or arrangements for such
      payment (including through a Requisition) shall have been made to the
      satisfaction of the Agent.

     

    (h) Proceedings
      Satisfactory and Other Evidence.
      All
      corporate and other proceedings taken or to be taken in connection with the
      transactions contemplated by the Operative Documents and all documents, papers
      and authorizations relating thereto shall be satisfactory to the Agent, the
      Note
      Holders, the Lessor, the Company and their respective counsel.

     

    (i) Legality.
      The
      funding of Advances under the Notes by the Note Holders and the funding and
      maintenance of Investments shall not be subject to the registration requirements
      of the Act or any state securities or blue sky Law, and shall not be prohibited
      by any applicable Law (including Regulation T, Regulation U or
      Regulation X and any applicable usury Laws) and shall not subject the
      Lessor, the Agent, or any Note Holder to any Tax (other than Excluded Charges),
      penalty or liability under or pursuant to any applicable Law.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (j) No
      Default or Unwind Event.
      No
      Default, Event of Default or Unwind Event shall have occurred and be continuing
      on the Initial Funding Date.

     

    (k) Permits
      and Certain Property Matters.
      All
      Permits with respect to the Property (including Permits necessary for the
      construction of the Facility) that are or will become Applicable Permits shall
      have been obtained or modified to conform with the transactions contemplated
      by
      this Agreement on or before the Initial Funding Date, except Applicable Permits
      customarily obtained or which are permitted by Law to be obtained after the
      Initial Funding Date (in which case the Company, having completed appropriate
      due diligence in connection therewith, shall reasonably believe that such
      Permits will be granted in the usual course of business prior to the date that
      such Permits are required by Law).

     

    (l) Consents
      and Approvals.
      ii) The
      Port shall have authorized the Beneficiary to grant the Sub-Ground
      Lease.

     

    (ii) All
      Governmental Actions and other approvals and consents required to be taken,
      given or obtained, as the case may be, by or from any Governmental Authority
      or
      another Person, or by or from any trustee or holder of any indebtedness or
      obligation of the Company and its respective Affiliates, in each case that
      are
      necessary in connection with the execution and delivery of the Operative
      Documents by such Persons and that are necessary as a matter of law or by the
      terms of a binding agreement to have been obtained by such Persons prior to
      the
      Initial Funding Date in connection with the transactions contemplated by the
      Operative Documents shall have been taken, given or obtained as the case may
      be,
      shall be in full force and effect, except for any such Governmental Actions,
      approvals, consents, licenses or easements the failure of which to obtain or
      maintain could not reasonably be expected to cause a Material Adverse Effect
      and
      except as otherwise provided in Section 2.02(k).

     

    (iii) All
      Governmental Actions and other approvals, consents, licenses and easements
      required to be taken, given or obtained, as the case may be, by or from any
      Governmental Authority or another Person, or by or from any trustee or holder
      of
      any indebtedness or obligation of the Company, that are necessary in connection
      with the acquisition, construction or installation of the Facility and that
      are
      necessary as a matter of law or by the terms of a binding agreement to have
      been
      obtained prior to the Initial Funding Date shall have been taken, given or
      obtained, as the case may be, shall be in full force and effect, except for
      any
      such Governmental Actions, approvals, consents, licenses or easements that
      the
      failure of which to obtain or maintain could not reasonably be expected to
      cause
      a Material Adverse Effect and except as otherwise provided in
      Section 2.02(l).

     

    (m) Recording
      and Filing.
      iii)
      The
      Ground Lease shall have been registered with the “conservation des hypothéques”
of Le Havre.

     

    (ii) Recorded
      Documents; Payment of Taxes.
      The
      Ground Lease, the Sub-Ground Lease and the Lease shall be in proper form to
      be
      duly recorded or filed, and, all recording and filing fees and Taxes with
      respect to any such recording or filing shall have been paid in full (or
      arrangements, satisfactory to the Agent and the Lessor (including through a
      Requisition), for such payment shall have been made) on or prior to the Initial
      Funding Date.

     

    
      
        
        

      

      
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    (n) Other
      Legal Opinions.
      The
      Agent shall have received an opinion of White & Case LLP, French counsel to
      the Agent, in form and substance satisfactory to the Lessor and the
      Agent.

     

    In
      the
      event that the Initial Funding Date shall not occur on or before January 10,
      2008, this Agreement shall automatically terminate and the Company shall
      immediately pay or shall cause to be paid to CNAI all transaction fees and
      expenses associated with this Agreement, the other Operative Documents and
      the
      transactions contemplated herein and therein as well as all other fees, charges,
      expenses, disbursements and out-of-pocket costs incurred by CNAI in connection
      with the preparation, execution, delivery and enforcement of this Agreement
      and
      the other Operative Documents (including but not limited to reasonable
      attorney’s fees and expenses of counsel).

     

    Section 2.03.
      Conditions
      Precedent to Fundings on or Subsequent to the Initial Funding
      Date.
      Subject
      to Section 2.01 and Section 2.02, the obligations of each of the Note
      Holders to make Advances and of the Lessor to make Investments on or subsequent
      to the Initial Funding Date shall be subject to the fulfillment of the following
      conditions precedent:

     

    (a) No
      Default, etc.
      (i) The Operative Documents shall be in full force and effect on such
      Funding Date and (ii) no condition or event shall exist or have occurred
      which would constitute a Default, an Event of Default, an Unwind Event or an
      Environmental Trigger.

     

    (b) Representations
      and Warranties.
      The
      representations and warranties of the Company and the Guarantor set forth in
      the
      Operative Documents shall be true and correct in all material respects as if
      made on and as of such Funding Date or, as applicable, on and as of the date
      specified in such representation or warranty.

     

    (c) Requisition.
      The
      Agent shall have received a duly executed Requisition in accordance with
      Section 1.03(a).

     

    (d) Insurance.
      The
      Construction Agent shall be in compliance with all Insurance
      Requirements.

     

    Section 2.04.
      Conditions
      Precedent to Completion Date.
      The
      Completion Date shall be deemed to have occurred for purposes of the Operative
      Documents on the earliest date on which each of the following events shall
      have
      occurred:

     

    (a) Completion
      Certificate.
      The
      Lessor and the Agent shall have received an Officer's Certificate of completion
      from the Construction Agent substantially in the form of Exhibit C
      hereto
      (a "Completion
      Certificate"),
      together with (as applicable) the Document de Récolement and/or a Dossier
      d’intervention ulteriéures sur l’Ouvrage.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (b) Insurance.
      The
      Lessee shall have delivered to the Agent and the Lessor certificates of
      insurance or other satisfactory assurances evidencing compliance with the
      Insurance Requirements.

     

    (c) Permits.
      All
      Permits (including, without limitation, a temporary or permanent certificate
      of
      occupancy, or the equivalent thereof under French Law) that are or will become
      Applicable Permits in connection with the Property shall have been obtained,
      except Applicable Permits customarily obtained or which are permitted by Law
      to
      be obtained after the Completion Date (in which case, the Company, having
      completed all appropriate diligence in connection therewith, shall reasonably
      believe that such Permits will be granted in the usual course of business prior
      to the date that such Permits are required by Law). 

     

    (d) Lien
      Releases.
      The
      Construction Agent shall have delivered to the Agent and the Lessor a
      certificate signed by a Responsible Officer of the Construction Agent that
      final
      lien releases have been or shall be received from and all major contracting
      subcontractors and materialmen for work or services performed in connection
      with
      the construction of the Facility and such other work or services performed
      in
      connection with the Property, other than with respect to amounts being contested
      by the Lessee in accordance with Section 10.02 of the Lease.

     

    (e) Services.
      The
      Agent shall have received evidence that all utility services and roadway or
      waterway access reasonably necessary for the use and operation of the Facility
      are available to the Facility.

     

    ARTICLE III

     

    REPRESENTATIONS
      AND WARRANTIES

     

    Section 3.01.
      Representations
      and Warranties of the Company.
      The
      Company represents and warrants to the Lessor, the Agent and the Note Holders
      that the following shall be true and correct on and as of the Effective Date
      and
      the Initial Funding Date and true and correct on and as of each Funding Date
      on
      which a Funding shall occur (except to the extent such representations and
      warranties relate expressly to an earlier date):

     

    (a) Corporate
      Existence.
      The
      Company is a société anonyme
      duly
      organized and validly existing under the laws of France.

     

    (b) Power
      and Authority.
      The
      execution, delivery and performance by the Company of this Agreement and the
      other Operative Documents to which it is or will be a party are within the
      Company's corporate powers, have been duly authorized by all necessary corporate
      action and do not contravene (i) the Company's charter or by-laws, or other
      equivalent documents, or (ii) any law or any contractual restriction,
      binding on or affecting the Company.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (c) Governmental
      Authorization.
      No
      authorization or approval or other action by, and no notice to or filing with,
      any Governmental Authority or regulatory body is required for the due execution,
      delivery and performance by the Company of this Agreement and the other
      Operative Documents to which it is or will be a party, except (i) such as
      have been duly obtained or made and are in full force and effect, (ii) such
      permits contemplated by Section 2.02(k), (iii) such Governmental
      Actions, approvals, consents, licenses or easements the failure of which to
      obtain or maintain could not reasonably be expected to cause a Material Adverse
      Effect and (iv) such consent and approvals set forth in
      Section 2.02(l).

     

    (d) Binding
      Effect.
      This
      Agreement and the other Operative Documents to which the Company is or will
      be a
      party, are the legal, valid and binding obligations of the Company enforceable
      against the Company in accordance with their respective terms, except as
      enforceability thereof may be limited by the effect of any applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
      creditors' rights generally and by general principles of equity.

     

    (e) Federal
      Regulation.
      The
      Company is not engaged in the business of extending credit for the purpose
      of
      purchasing or carrying Margin Stock, and no proceeds of any Advance or
      Investment will be used for any purpose which violates the provisions of the
      regulations of the Board of Governors of the Federal Reserve
      System.

     

    (f) No
      Default, Etc.
      No
      Default, Event of Default or Unwind Event has occurred and is
      continuing.

     

    (g) Construction
      Budget and Related Matters.
      The
      Construction Budget has been prepared in good faith on the basis of reasonable
      assumptions and accurately includes all Actual Project Costs currently
      anticipated to be incurred in connection with achieving completion of the
      Facility by the projected Completion Date. The Company expects that the
      construction of the Facility will be completed by the Date Certain and in
      accordance with the Plans and Specifications.

     

    (h) No
      Event of Loss; Intended Use.
      No
      portion of the Property has suffered an Event of Loss or any other damage or
      destruction which would permit the termination of the Ground-Lease, and, under
      applicable Law, the Property may be used for its Intended Use, subject to
      obtaining all Applicable Permits.

     

    (i) Insurance.
      The
      Company is in compliance with all Insurance Requirements, and all insurance
      policies required by the Construction Agency Agreement or the Lease, as
      applicable, are in full force and effect.

     

    (j) Information
      Provided to Appraiser.
      All
      information and materials which have been provided by the Company to the
      Appraiser in connection with any Appraisal required pursuant to the Operative
      Documents are true and accurate on the date as of which such information and
      materials are dated or certified and are not incomplete by omitting to state
      any
      fact necessary to make such information (taken as a whole) not misleading at
      such time in light of the circumstances under which such information was
      provided, except for where any such untrue or misleading information or
      materials or any such omissions would not reasonably be expected to be
      material.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Section 3.02.
      Representations
      and Warranties of the Lessor.
      The
      Lessor hereby represents and warrants to the Company, the Note Holders and
      the
      Agent that the following statements are and shall be true and correct on and
      as
      of the Effective Date and the Initial Funding Date:

     

    (a) Due
      Organization, etc.
      The
      Lessor is a finance institution under the laws of England and qualified in
      France as a credit establishment of the European Economic Area and has full
      power and authority to execute, deliver and perform its obligations under each
      Operative Document to which it is or will be a party and each other agreement,
      instrument and document to be executed and delivered by it in connection with
      or
      as contemplated by each such Operative Document to which it is or will be a
      party.

     

    (b) Authorization;
      Enforceability.
      This
      Agreement and each other Operative Document to which the Lessor is or will
      be a
      party have been or will be, duly authorized, executed and delivered by or on
      behalf of the Lessor and are, or upon execution and delivery will be, legal,
      valid and binding obligations of the Lessor, enforceable against the Lessor
      in
      accordance with their respective terms except as enforceability thereof may
      be
      limited by the effect of any applicable bankruptcy, insolvency, reorganization,
      moratorium, or similar Laws affecting creditors' rights generally and by general
      principles of equity.

     

    (c) No
      Conflict.
      Neither
      the execution and delivery of this Agreement or the other Operative Documents
      to
      which the Lessor is or will be a party, nor the consummation of the transactions
      contemplated thereby, nor compliance by the Lessor with any of the terms and
      provisions thereof (i) requires any approval (other than as has been
      obtained), including any approval of any holders of any of its indebtedness
      or
      obligations, (ii) contravenes or will contravene any applicable Laws
      currently in effect applicable to or binding on it (except no representation
      or
      warranty is made as to any applicable Laws to which it or the Property, directly
      or indirectly, may be subject because of the lines of business or other
      activities of the Company or any of its Affiliates) or (iii) results in any
      breach of or constitutes any default under, any indenture, mortgage, chattel
      mortgage, deed of trust, lease, conditional sales contract, loan or credit
      arrangement, other material agreement or instrument, corporate charter, by-laws
      or other agreement or instrument to which it is a party or by which it or its
      properties may be bound or affected.

     

    (d) Lessor
      Liens.
      The
      Property is free and clear of all Lessor Liens attributable to the
      Lessor.

     

    (e) Litigation.
      There
      is no action, proceeding or investigation pending or, to the Lessor's knowledge,
      threatened affecting the Lessor which questions the validity of the Operative
      Documents to which the Lessor is or will be a party or any action taken or
      to be
      taken pursuant to the Operative Documents to which the Lessor is or will be
      a
      party, and there is no action, proceeding or investigation pending or, to the
      Lessor's knowledge, threatened which, if adversely determined, would have a
      material adverse effect on the Lessor or on the Lessor's ability to enforce
      its
      rights or perform its obligations under any of the Operative
      Documents.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (f) Consents,
      etc.
      No
      authorization, consent, approval, license or exemption from, nor any filing,
      declaration or registration with, any Governmental Authority, is or will be
      required in connection with the execution and delivery by the Lessor of the
      Operative Documents to which it is or will be a party or the performance by
      the
      Lessor of its obligations under the Operative Documents other than such Permits
      contemplated by Section 2.02(k).

     

    (g) Non-Recourse
      Debt.
      The
      Lessor is not funding nor will it in the future fund the Investments from
      non-recourse debt.

     

    Section 3.03.
      Representations
      and Warranties of the Note Holders.
      Each
      Note Holder, represents and warrants severally and only as to itself, to each
      other Note Holder, the Lessor, the Company and the Agent that the following
      statements are and shall be true and correct on and as of the Effective Date
      and
      the Initial Funding Date and on and as of each Funding Date:

     

    (a) Due
      Organization, etc.
      It is
      duly organized and validly existing under the laws of the jurisdiction of its
      organization and has full power and authority to enter into and perform its
      obligations under each Operative Document to which it is or will be a party
      and
      each other agreement, instrument and document to be executed and delivered
      by it
      in connection with or as contemplated by each such Operative
      Document.

     

    (b) Authorization;
      Enforceability, etc.
      This
      Agreement and each other Operative Document to which it is or will be a party
      have been or will be, duly authorized, executed and delivered by or on behalf
      of
      it and are, or upon execution and delivery will be, legal, valid and binding
      obligations of it, enforceable against it in accordance with their respective
      terms, except as enforceability may be limited by the effect of any applicable
      bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting
      creditors' rights generally and by general principles of equity.

     

    ARTICLE IV

     

    COVENANTS

     

    Section 4.01.
      Covenants
      of the Company.
      The
      Company covenants and agrees as follows so long as the Commitments have not
      been
      terminated or any amounts owed by the Company (including as Lessee) under any
      Operative Document shall remain unpaid:

     

    (a) Keep
      Books; Corporate Existence; Maintenance of Properties; Compliance with Laws;
      Insurance.
      The
      Company will:

     

    (i) keep
      proper books of record and account, all in accordance with French general
      accounting standards;

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (ii) preserve
      and keep in full force and effect its existence, and preserve and keep in full
      force and effect its licenses, rights and franchises to the extent it deems
      necessary to carry on its business;

     

    (iii) maintain
      and keep, or cause to be maintained and kept, its properties (other than the
      Property, the maintenance of which is governed by the terms of the Lease) in
      good repair, working order and condition (ordinary wear and tear excepted),
      and
      from time to time make or cause to be made all necessary and proper repairs,
      renewals, replacements and improvements, in each case to the extent it deems
      necessary to carry on its business;

     

    (iv) use
      its
      reasonable efforts to comply in all material respects with all material
      applicable statutes, regulations and orders of, and all material applicable
      restrictions imposed by, any governmental agency in respect of the conduct
      of
      its business and the ownership of its properties, to the extent it deems
      necessary to carry on its business, except such as are being contested in good
      faith by appropriate proceedings; and

     

    (v) except
      with respect to the Property, which is governed by the insurance provisions
      set
      forth in the Construction Agency Agreement and the Lease, insure and keep
      insured its properties in such amounts (and with such self-insurance and
      deductibles) as it deems necessary to carry on its business and to the extent
      available on premiums and other terms which the Company deems appropriate.
      Any
      of such insurance may be carried by, through or with any captive or affiliated
      insurance company or by way of self-insurance as the Company deems
      appropriate.

     

    Nothing
      in this Section 4.01(a) shall prohibit the Company from discontinuing any
      business, forfeiting any license, right or franchise or discontinuing the
      operation or maintenance of any of its properties to the extent it deems
      appropriate in the conduct of its business.

     

    (b) Notices.
      The
      Company will promptly give notice to the Agent, the Lessor and each Note
      Holder:

     

    (i) of
      the
      occurrence of any Default, Event of Default or Unwind Event; and

     

    (ii) of
      the
      commencement of any litigation, investigation or proceeding affecting the
      Company or any of its Subsidiaries before any court, governmental authority
      or
      arbitrator which, in the reasonable judgment of the Company, could have a
      Material Adverse Effect.

     

    Each
      notice pursuant to subsections (i) and (ii) shall be accompanied
      by a statement of the Company setting forth details of the occurrence referred
      to therein and stating what action the Company proposes to take with respect
      thereto.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (c) Restriction
      on Fundamental Changes.
      The
      Company will not enter into any transaction of merger or consolidation, or
      convey, transfer or lease its properties and assets substantially as an entirety
      to any Person, unless:

     

    (i) the
      corporation formed by such consolidation or into which the Company is merged
      or
      the Person which acquires by conveyance or transfer, or which leases, the
      properties and assets of the Company substantially as an entirety shall be
      a
      corporation organized and existing under the laws of France or the United States
      of America, any state thereof or the District of Columbia, which has obtained
      all necessary Permits required in connection with such transaction (the
      "Successor
      Corporation")
      and
      shall expressly assume, by an instrument executed by the Company and such
      Successor Corporation in form and substance reasonably satisfactory to the
      Agent
      and the Lessor, the due and punctual payment of Rent, Additional Rent, Residual
      Value Amount, Permitted Lease Balance, Termination Value and other payments
      required to be made by the Company hereunder and under the other Operative
      Documents and the performance or observance of every covenant hereof and under
      the other Operative Documents on the part of the Company to be performed or
      observed;

     

    (ii) immediately
      after giving effect to such transaction, no Default, Event of Default or Unwind
      Event shall have occurred and be continuing;

     

    (iii) the
      Company shall have delivered to the Agent a certificate signed by an executive
      officer of the Company and a written opinion of counsel satisfactory to the
      Agent (who may be counsel to the Company), each stating that such transaction
      and such instrument described in clause (i) above comply with this
      Section 4.01(c) and that all conditions precedent herein provided for
      relating to such transaction have been satisfied; and

     

    (iv) the
      Port
      has approved the Successor Corporation as the counterparty to the Ground Lease
      and has certified that no modification to the terms of such Ground Lease will
      be
      made as a result of such transaction.

     

    (d) Use
      of
      Proceeds; Application of Proceeds to Actual Project Costs.
      The
      Company, as the Construction Agent, shall use proceeds of the Advances and
      the
      Investments received by it during the Construction Period solely to pay, or
      reimburse itself for, Actual Project Costs in accordance with Article I.
      The Company shall provide such evidence with respect to the use of such proceeds
      as may be reasonably requested by the Agent. None of the Advances or the
      Investments will be used in violation of any applicable Law, including
      Regulation T, Regulation U and Regulation X.

     

    (e) Further
      Assurances.
      The
      Company shall take or cause to be taken from time to time all action necessary
      to assure that the intent of the parties pursuant to the Operative Documents
      is
      given effect, and that the Lessor, from the Effective Date and thereafter,
      holds
      a valid leasehold interest in the Land in accordance with the terms and
      provisions of the Sub-Ground Lease. The Company shall execute and deliver,
      or
      cause to be executed and delivered, to the Lessor from time to time, promptly
      upon request therefor, any and all other and further instruments (including
      correction instruments and security agreements, as appropriate) that may be
      reasonably requested by the Lessor to cure any deficiency in the execution
      and
      delivery of this Agreement or any other Operative Document to which it is a
      party.

     

    
      
        
        

      

      
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    (f) Transaction
      Costs.
      The
      Company shall cause a Requisition to be submitted to the Agent in accordance
      with this Agreement for payment, on the first Funding Date to occur following
      the Effective Date (which shall occur no later than five (5) Business Days
      after
      the Initial Funding Date), of all Transaction Costs accrued through such Funding
      Date, including, without limitation, the Transaction Costs set forth in Parts
      II
      and III of Schedule
      II
      hereto.

     

    Section 4.02.
      Covenants
      of the Lessor.
      The
      Lessor hereby agrees that so long as this Agreement shall remain in
      effect:

     

    (a) Discharge
      of Liens.
      The
      Lessor will not create or permit to exist at any time, and will, at its own
      cost
      and expense, promptly take such action as may be necessary duly to discharge,
      or
      to cause to be discharged, any Lessor Liens attributable to it; provided,
      however,
      that
      the Lessor shall not be required to so discharge any such Lessor Lien while
      the
      same is (with prior notice to the Company and the Agent) being contested in
      good
      faith by appropriate proceedings diligently prosecuted so long as such
      proceedings shall not involve any material danger of forfeiture or loss or
      diminution of value of, and shall not interfere with the use or disposition
      of
      the Property or any portion thereof, or any interest therein and shall not
      interfere with the use, operation or possession of the Property by the Lessee
      under the Lease; provided
      that, in
      the event the Company, or its designee, shall exercise its purchase rights
      with
      respect to the Property pursuant to Section 6.04, the Lessor shall be
      required to discharge all Lessor Liens attributable to it on the date of such
      purchase.

     

    (b) Books
      and Records; Bank Accounts.
      The
      Lessor shall maintain separate books and records, and, to the extent it intends
      to maintain a bank account, shall maintain its own bank account in its own
      name.

     

    (c) Quiet
      Possession.
      If and
      so long as no Event of Default shall have occurred and be continuing, none
      of
      the Lessor or any Person acting through or under the Lessor, will interfere
      with
      the Lessee's right to the use, possession and quiet enjoyment of the Property
      according to the terms hereof and of the other Operative Documents; provided,
      however,
      that
      the foregoing is not intended to limit (i) the Lessor's inspection rights
      under Section 6.07 of the Lease or (ii) the terms, covenants and
      provisions of the Sub-Ground Lease.

     

    (d) FIN 46
      Matters.
      The
      Lessor shall reasonably cooperate with the Company in response to requests
      from
      the Company's independent auditors for information with respect to the Lessor
      in
      connection with the requirements of FIN 46.

     

    (e) Ground
      Lease.
      The
      Lessor shall not, without first obtaining the written consent of the Majority
      Note Holders, provide a consent or approval, exercise any of its rights,
      remedies or powers under, or otherwise take or refrain from taking any action,
      in connection with the Ground Lease.

     

    
      
        
        

      

      
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    ARTICLE V

     

    THE
      NOTES AND THE INVESTMENT

     

    Section 5.01. Interest
      and Yield.
      

     

    (a) Applicable
      Rate.
      The
      outstanding principal amount of the Notes shall bear interest and the
      Investments shall earn current yield, in each case at a rate per annum equal
      to
      the Applicable Rate. The "Applicable
      Rate"
      for any
      Interest Period, shall be the sum of (x) the EURIBOR Rate, plus
      (y) the Applicable Margin, except as provided in
      Section 5.01(b).

     

    (b) Default
      Rate.
      If all
      or a portion of the principal amount of the Notes, the Investments, any interest
      or Distributions payable thereon, or any other amount payable to the parties
      hereunder or under the other Operative Documents is not paid to the Agent when
      due (whether at stated maturity, by acceleration or otherwise), such overdue
      amount shall bear interest, to the extent permitted by Law, at a rate per annum
      equal to the Default Rate.

     

    (c) [Intentionally
      Omitted]

     

    (d) Continuations.
      Subject
      to the payment of all Break Costs, the Lessor may elect a different Interest
      Period for any Advance outstanding on three (3) Business Days prior notice
      to
      the Agent. 

     

    (e) Number
      of Elections.
      All
      elections by the Lessor (or by the Lessee on the Lessor's behalf) hereunder
      shall be subject to the limitations set forth in the definitions of "Interest
      Period", "Interest Setting Date" and "Payment Date".

     

    (f) Computations.
      All
      computations of interest on the Notes, Distributions on the Investments and
      of
      any fee payable hereunder and under any other Operative Document (other than
      computations made for purposes of determining the Maximum Rate) shall be made
      by
      the Agent on the basis of a year of 360 days, for the actual number of
      days (including the first day but excluding the last day) occurring in the
      period for which such interest, Distributions or fee is payable.

     

    (g) Rate
      Calculation by Agent.
      On each
      Interest Setting Date, the Agent shall calculate the EURIBOR Rate and promptly
      notify in writing the Company, the Note Holders and the Lessor thereof. Each
      calculation by the Agent of an interest rate hereunder or under any other
      Operative Document shall be conclusive and binding for all purposes, absent
      manifest error.

     

    (h) Interest
      and Distribution Payments.
      Interest and Distributions accrued and unpaid on the Notes and Investments,
      respectively, shall be payable on each Payment Date; provided,
      however,
      that
      during the Construction Period such amounts of interest on the outstanding
      principal of the Notes and Distributions on the Investments shall be paid from
      proceeds from Advances and Investments pursuant to
      Section 1.03(b).

     

    
      
        
        

      

      
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    Section 5.02.
      Increased
      Costs, Illegality, Etc.
      

     

    (a) EURIBOR
      Rate Unavailable.
      If on
      or before any Interest Setting Date:

     

    (i) the
      Agent
      determines (which determination shall be conclusive absent manifest error)
      that
      by reason of any changes arising after the Effective Date, adequate and
      reasonable means do not exist for ascertaining the EURIBOR Rate; or

     

    (ii) the
      Agent
      is advised by the Majority Holders that the EURIBOR Rate will not adequately
      and
      fairly reflect the cost to such Persons of making or maintaining their Advances
      or Investments, as applicable; or

     

    (iii) any
      Note
      Holder or the Lessor shall notify the Agent that the introduction of or any
      change in or in the interpretation of any law or regulation in each case after
      the Effective Date makes it unlawful, or any central bank or other governmental
      authority having jurisdiction over any Note Holder or the Lessor asserts after
      the Effective Date that it is unlawful, for any such Person, or the office
      through which such Person makes Fundings at the EURIBOR Rate, or compliance
      by
      any Note Holder or the Lessor (or its lending office) with any request or
      directive (whether or not having the force of law) of any Governmental Authority
      made after the Effective Date shall make it impossible, to perform its
      obligations hereunder with respect to the EURIBOR Rate or to fund or maintain
      Advances or Investments; or

     

    (iv) an
      Event
      of Default or Unwind Event shall have occurred and be continuing;

     

    then,
      and
      in any such event, the Agent shall give notice thereof (by telephone, promptly
      confirmed in writing) to the Company and the Lessor of such determination.
      Any
      request for a Funding pursuant to Section 1.03 shall in be ineffective;
provided,
      however,
      if the
      circumstances giving rise to the notice given by the Agent do not affect all
      the
      Note Holders and the Lessor, then requests for Fundings shall be effective
      for
      those Persons not affected by such notice.

     

    (b) Increased
      Costs.
      If, due
      to either (i) the introduction of or any change (other than any change by
      way of imposition or increase of reserve requirements included in the EURIBOR
      Rate Reserve Percentage) in or in the interpretation of any law or regulation
      or
      (ii) the compliance with any guideline or request from any central bank or
      other Governmental Authority having jurisdiction over any Note Holder or the
      Lessor (whether or not having the force of Law) introduced or made after the
      Effective Date, there shall be any increase in the cost to any Note Holder
      or
      the Lessor of making or maintaining Advances or Investments at the EURIBOR
      or
      any reduction in the amount of any sum received or receivable by any Note Holder
      or the Lessor hereunder or under any other Operative Document (whether of
      principal, interest, Investments, Distributions or otherwise) (excluding for
      purposes of this Section 5.02(b) any such increased costs resulting from
      (i) Taxes (as to which Section 5.04 shall govern) and
      (ii) Excluded Charges), then the Lessor shall pay to the Agent for the
      account of such Note Holder or the Lessor additional amounts sufficient to
      compensate such Person for such increased cost or reduction suffered
      ("Increased
      Costs").

     

    
      
        
        

      

      
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    (c) Capital
      Adequacy.
      If any
      Note Holder or the Lessor shall determine that the adoption of any applicable
      Law regarding capital adequacy, or any change therein, or any change in the
      interpretation or administration thereof, in each case, after the Effective
      Date, by any Governmental Authority charged with the interpretation or
      administration thereof, or compliance by any Note Holder or the Lessor (or
      its
      lending office) with any request or directive made after the Effective Date
      regarding capital adequacy (whether or not having the force of Law) of any
      such
      Governmental Authority, has or would have the effect of reducing the rate of
      return on capital of such Note Holder or the Lessor (or any Person controlling
      such Note Holder) as a consequence of such Note Holder's or the Lessor's
      obligations hereunder to a level below that which such Person (or such Person
      controlling such Note Holder) could have achieved but for such adoption or
      change (taking into consideration such Note Holder's or the Lessor's policies
      and the policies of such Person controlling such Note Holder with respect to
      capital adequacy), then from time to time the Lessor shall pay to the Agent
      for
      the account of such Note Holder or the Lessor such additional amount or amounts
      as will compensate such Note Holder or the Lessor (or such Person controlling
      such Note Holder) for such reduction suffered ("Capital
      Adequacy Costs").

     

    (d) [Intentionally
      Omitted]

     

    (e) Certificates.
      A
      certificate of a Note Holder or the Lessor, as applicable, setting forth the
      amount or amounts necessary to compensate such Person as specified in
      Section 5.02(b) shall be delivered to the Agent, the Company and the Lessor
      and shall be prima facie evidence of such amount or amounts. A certificate
      of a
      Note Holder or the Lessor, as applicable, setting forth the amount or amounts
      necessary to compensate such Person (or the Person controlling such Note Holder,
      as the case may be), as specified in Section 5.02(c) shall be delivered to
      the Agent, the Company and the Lessor and shall be conclusive absent manifest
      error. The Lessor shall pay such Person the amount shown as due on any such
      certificate within thirty (30) days after receipt thereof.

     

    (f) Delay
      in Requests.
      Failure
      or delay on the part of any Note Holder or the Lessor, as applicable, to demand
      compensation pursuant to this Section 5.02 shall not constitute a waiver of
      such Person's right to demand such compensation; provided
      that the
      Lessor shall not be required to compensate a Note Holder or the Lessor pursuant
      to this Section 5.02 for any Increased Costs or Capital Adequacy Costs
      incurred more than 90 days prior to the date that such Person notifies
      the Agent, the Company and the Lessor of the introduction or change in law
      giving rise to such Increased Costs or Capital Adequacy Costs and of such
      Person's intention to claim compensation therefor; provided,
      further
      that, if
      the introduction or change in law giving rise to such Increased Costs or Capital
      Adequacy Costs is retroactive, then the 90-day period referred to above
      shall be extended to include the period of retroactive effect
      thereof.

     

    
      
        
        

      

      
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    (g) Break
      Costs.
      If
      (i) for any reason (other than a default by a Note Holder, the Lessor or
      the Agent), a Funding does not occur on the date specified therefor in the
      Requisition (whether or not withdrawn), (ii) any payment under the
      Operative Documents occurs on a date which is not the last day of an Interest
      Period, (iii) any payment of the Residual Value Amount, Permitted Lease
      Balance or Termination Value occurs on a date that is not the last day of an
      Interest Period or on a date different from the date required therefor under
      the
      Operative Documents or (iv) as a consequence of any payment on the Notes or
      the Investments due to any other Default, Event of Default, Unwind Event, or
      Event of Loss, subject to the Construction Period Funding Requirement, then,
      in
      any such event, the Company shall pay the Agent for the account of each Note
      Holder or the Lessor, as applicable, for the loss, cost and expense attributable
      to such event (excluding any amount which is a Tax (as to which
      Section 5.04 shall govern) or an Excluded Charge) (each of (i)-(iv) above
      being "Break
      Costs").
      A
      certificate of any Note Holder or the Lessor, as applicable, prepared in good
      faith and setting forth in reasonable detail any amount or amounts that such
      Person is entitled to receive pursuant to this Section 5.02(g) shall be
      delivered to the Agent, the Company and the Lessor and shall be conclusive
      absent manifest error. Subject to the Construction Period Funding Requirement,
      the Company shall pay the amount shown as due on any such certificate within
      ten
      (10) days after receipt thereof.

     

    Section 5.03.
      Assignments and Participations.
      

     

    (a) No
      Assignment by the Company.
      Except
      for the right of the Company to designate another Person to exercise, or
      otherwise assign, its rights under Section 6.04, and except as provided in
      Section 6.08 of the Lease and Section 4.01(c) hereof, the Company may
      not assign its rights or delegate its obligations under this Agreement, the
      Lease or the other Operative Documents without the prior written consent of
      the
      Agent, the Lessor and all of the Note Holders (such consent not to be
      unreasonably withheld). Upon an assignment to and assumption by a Person of
      the
      rights and obligations of the Company under and in compliance with this
      Agreement and the other Operative Documents, the representations, warranties
      and
      covenants of the Company and the conditions applicable to the Company hereunder
      and thereunder shall, to the extent assigned, thereafter apply to such Person
      and not to the Company.

     

    (b) Assignment
      of Notes and Note Commitments.
      In
      addition to the assignments permitted under Section 5.03(h), each of the
      Note Holders may at any time assign to one or more Eligible Assignees all or
      a
      portion of the Notes then held by it and its rights and obligations thereunder,
      under this Agreement (including all or a portion of its Note Commitment and/or
      the Advances under its Notes) and the other Operative Documents; provided,
      however,
      that
      (i) the aggregate principal amount of the Notes being assigned pursuant to
      each such assignment (determined as of the date of the Assignment and Acceptance
      with respect to such assignment) shall in no event be less than €5,000,000 in
      original principal amount and in integral multiples of €1,000,000 in excess
      thereof; (ii) no such assignment shall be made if as a result thereof after
      giving effect to such assignment, any assigning Note Holder's aggregate Note
      Commitment or, after the Commitment Termination Date, aggregate principal
      amounts of its Outstanding Notes is less than €5,000,000 (in each case
      determined as of the date of the Assignment and Acceptance with respect to
      such
      assignment); provided,
      however,
      that
      the required denominations for portions of the Notes being assigned under this
      Section 5.03(b) shall not be construed to prevent an assignment of the
      entire principal amount of the Notes then held by a Note Holder; and
      (iii) the parties to each such assignment shall execute and deliver to the
      Agent for its acceptance and recording in the Record an assignment and
      acceptance in form and substance satisfactory to the Agent (the "Assignment
      and Acceptance"),
      with
      an administrative fee of €4,000 to be paid by the Assignor (as defined below) to
      the Agent, provided that such administrative fee shall not be payable if the
      Assignor is an Affiliate of the assigning Note Holder. Upon such execution,
      delivery, acceptance and recording, from and after the effective date specified
      in each Assignment and Acceptance, (x) the assignee thereunder (the
      "Assignee")
      shall
      be a party hereto and to the other Operative Documents to which the Note Holders
      are parties and, to the extent that rights and obligations hereunder have been
      assigned to and assumed by it, have the rights and obligations of a Note Holder
      hereunder and under the other Operative Documents and (y) the assignor
      thereunder (the "Assignor")
      shall,
      to the extent that rights and obligations hereunder have been assigned by it,
      relinquish its rights (other than any rights to indemnification it may have
      hereunder or under the other Operative Documents) and be released from its
      obligations under this Agreement (other than the confidentiality obligations
      set
      forth in Section 9.16) and the other Operative Documents with respect to
      all or such portion, as the case may be, of its Note Commitments (and, in the
      case of an Assignment and Acceptance covering all or the remaining portion
      of
      Assignor's rights and obligations under the Agreement and the other Operative
      Documents, such Assignor shall, except as set forth above, cease to be a party
      hereto).

     

    
      
        
        

      

      
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    (c) Assignment
      and Acceptance.
      By
      executing and delivering an Assignment and Acceptance, the Assignor thereunder
      and the Assignee thereunder confirm to and agree with each other and the other
      parties hereto as follows: (i) other than as provided in such Assignment
      and Acceptance, such Assignor makes no representation or warranty and assumes
      no
      responsibility with respect to any statements, warranties or representations
      made in or in connection with this Agreement and the other Operative Documents
      or the execution, legality, validity, enforceability, genuineness, sufficiency
      or value of this Agreement, the other Operative Documents or any other
      instrument or document furnished pursuant hereto or thereto; (ii) such
      Assignor makes no representation or warranty and assumes no responsibility
      with
      respect to the financial condition of the Company or the performance or
      observance by the Company of any of its obligations
      under any Operative Document, or any other instrument or document furnished
      pursuant hereto; (iii) such Assignee confirms that it has received a copy
      of this Agreement, and such other documents and information as it has deemed
      appropriate to make its own credit analysis and decision with respect to
      entering into such Assignment and Acceptance; (iv) such Assignee will,
      independently and without reliance upon the Agent, the Lessor, such Assignor
      or
      any other Note Holder and based on such documents and information as it shall
      deem appropriate at the time, continue to make its own credit decisions in
      taking or not taking action under this Agreement; (v) such Assignee
      appoints and authorizes the Agent to take such action as agent on its behalf
      and
      to exercise such powers under this Agreement and the other Operative Documents
      as are delegated to the Agent by the terms hereof and thereof, together with
      such powers as are reasonably incidental thereto; (vi) such Assignee agrees
      that it will perform in accordance with their terms all of the obligations
      which
      by the terms of this Agreement are required to be performed by it as a Note
      Holder; and (vii) such Assignee makes the representations and warranties
      set forth in Section 3.03.

     

    (d) Record.
      The
      Agent shall maintain at its address listed on Schedule I
      hereto a
      copy of each Assignment and Acceptance and shall update the Record to give
      effect to the transaction contemplated by each such Assignment and
      Acceptance.

     

    
      
        
        

      

      
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    (e) Assignment
      Procedures.
      Upon
      its receipt of an Assignment and Acceptance executed by an Assignor and an
      Assignee, and consented to by the Company (which consent shall not be
      unreasonably withheld or delayed and shall not be required during the existence
      of an Event of Default or Unwind Event), the Agent shall, if such Assignment
      and
      Acceptance has been completed, give prompt oral (which shall be promptly
      confirmed in writing) or written notice to the Company and the Lessor and
      (i) accept such Assignment and Acceptance, and (ii) record the
      information contained therein in the Record. The Agent shall provide the Company
      with a current list of all Note Holders at the Company's reasonable request,
      but
      no more frequently than quarterly.

     

    (f) Participations.
      Each
      Note Holder and the Lessor may sell participations to one or more banks or
      other
      entities in or to all or a portion of the Notes then held by it or Investments
      made by it (as the case may be) and its rights and obligations thereunder and
      under this Agreement and the other Operative Documents; provided,
      however,
      that
      (i) the obligations of such Note Holder or the Lessor (as the case may be)
      under this Agreement (including its Note Commitment and Investment Commitment
      (as the case may be)) and the other Operative Documents shall remain unchanged
      and such Note Holder or the Lessor (as the case may be) shall remain solely
      responsible to the other parties hereto for the performance of such obligations;
      (ii) such Note Holder shall remain the holder of such Note, and the Lessor
      shall remain the maker of such Investment, for all purposes under this Agreement
      and the other Operative Documents, and the Company, the Agent, the Lessor and
      the Note Holders shall continue to deal solely and directly with such Note
      Holder or the Lessor (as the case may be) in connection with the rights and
      obligations of such Note Holder or the Lessor (as the case may be) under this
      Agreement; and (iii) no Note Holder or the Lessor shall assign or grant a
      participation that conveys to the participant the right to vote or consent
      under
      this Agreement, other than the right to vote upon or consent to any reduction
      of
      the principal of or Investment or the interest or yield to be paid on such
      Person's participation interest in the Notes or the Investment (as the case
      may
      be) or any postponement of any date for the payment of any amount payable in
      respect of such Person's participation interest in the Notes or the Investment
      (as the case may be).

     

    (g) Permitted
      Disclosure; Confidentiality.
      Any
      Note Holder or the Lessor may, in connection with any assignment or
      participation or proposed assignment or participation pursuant to this
      Section 5.03, disclose to the assignee or participant or proposed assignee
      or participant any information relating to the Company and the Property
      furnished to such Note Holder or the Lessor (as the case may be) by or on behalf
      of the Company; provided
      that
      prior to any such disclosure, the assignee or participant or proposed assignee
      or participant shall agree in writing with the Company and the Agent to preserve
      the confidentiality of any confidential information relating to the Company,
      the
      Property or the transactions contemplated by the Operative Documents (including,
      the general structure of this transaction) received by it from such Note Holder
      or the Lessor (as the case may be) in a manner no less favorable to the Company
      than the manner set forth in Section 9.16.

     

    
      
        
        

      

      
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    (h) Other
      Permitted Assignments.
      Anything in this Section 5.03 to the contrary notwithstanding, any Note
      Holder or the Lessor may assign and pledge, as collateral, without notice to
      or
      consent of the Company, all or any of the Notes held by it or Investments made
      by it (as the case may be) and any of its rights (including rights to payment
      of
      the principal or Investment and interest or yield thereon) under this Agreement
      and the other Operative Documents to any Federal Reserve Bank, the United States
      Treasury as collateral security pursuant to Regulation A of the Federal
      Reserve Board and any operating circular issued by the Federal Reserve System
      and/or the Federal Reserve Bank or otherwise. No such assignment and/or pledge
      set forth in the preceding sentence shall release the assigning and/or pledging
      Note Holder or the Lessor from its obligations hereunder.

     

    (i) Tax
      Forms.
      If any
      participant in any Note or Investment or any assignee of any Note (each such
      assignee or participant, a "Transferee")
      is
      organized under the laws of any jurisdiction other than the United States or
      any
      State thereof, then such Transferee shall (as a condition precedent to acquiring
      any Note or participating in any Note or Investment) (i) furnish to the
      Agent and the Company in duplicate, for each taxable year of such Transferee
      during the Term, a properly completed and executed copy of either Internal
      Revenue Service Form W-8 ECI or Internal Revenue Service Form W-8 BEN
      and Internal Revenue Service Form W-8 or Internal Revenue Service
      Form W-9 and any additional form (or such other form) as is necessary
      to claim complete exemption from United States withholding taxes on all payments
      thereunder, and (ii) provide to the Agent and the Company a new Internal
      Revenue Service Form W-8 ECI or Internal Revenue Service Form W-8 BEN
      and Internal Revenue Service Form W-8 or Internal Revenue Service
      Form W-9 and any such additional form (or any successor form or forms) upon
      the expiration or obsolescence of any previously delivered form and comparable
      statements in accordance with applicable United States laws and regulations
      and
      amendments, duly executed and completed by such Transferee, and to comply at
      all
      times such Transferee shall beneficially own a Note or Investment with all
      applicable United States laws and regulations and all provisions of any
      applicable tax treaty with regard to such withholding tax exemption. By its
      acceptance of a participation in any Note or Investment or assignment of a
      Note,
      each Transferee shall be deemed bound by the provisions set forth in this
      Section 5.03(i) and to represent on the date it becomes a Transferee that
      there is no applicable withholding requirement.

     

    (j) Transfer
      of Property.
      (i)
      Subject to the provisions of Sections 5.03(j)(ii) and 5.03(j)(iii),
      the Lessor shall have the right to transfer, assign or otherwise dispose of
      (collectively, "Transfer")
      its
      interest in the Property to any Person (the "Lessor
      Transferee")
      (subject to the Company's rights under Section 6.04), so long as the
      following conditions are satisfied:

     

    (A) the
      Lessor shall give the Company, the Agent and the Note Holders at
      least 90 days' prior written notice of such Transfer, which notice
      shall set forth the identity of the Lessor Transferee, a brief description
      of
      the Lessor Transferee and include any financial information regarding the Lessor
      Transferee reasonably available to the Lessor at such time;

     

    
      
        
        

      

      
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    (B) the
      Lessor Transferee shall (w) be a Person organized under the laws of the United
      States of America, any State thereof, the District of Columbia or France, having
      a Tangible Net Worth greater than $100,000,000 on the date of such Transfer,
      which Tangible Net Worth such Person must covenant to maintain for so long
      as
      this Agreement remains in effect, (x) not be a competitor of the Company or
      any
      of its Affiliates engaged in the liquefied natural gas business, (y) not be
      among the four largest international manufacturers or distributors of testing
      compressors, gas turbines, electric motors, together with all similar and
      associated equipment and (z) not be a party (with adverse interests to the
      Company or any of its Affiliates) to any pending or threatened litigation or
      arbitration (whether as plaintiff or defendant) with, and not be attempting
      a
      hostile takeover of, the Company or any of its Affiliates, provided
      that for
      the avoidance of doubt, a leasing company, a finance company or other financial
      institution or subsidiary of a financial institution which is in the business
      of
      financing and leasing facilities for the production of testing compressors,
      gas
      turbines, electric motors, together with all similar and associated equipment
      shall not be a competitor of the Company or any of its Affiliates under
      clause (x) above. For purposes of this paragraph (B), "Tangible Net Worth"
      for any Person shall mean the total tangible assets of such Person and its
      consolidated Subsidiaries, less the total liabilities of such Person and its
      consolidated Subsidiaries, all determined in accordance with GAAP;

     

    (C) Lessor
      Transferee shall (x) not be a "variable interest entity" under FIN 46
      or (y) be a "variable interest entity" under FIN 46, provided that
      after giving effect to such Transfer, the Company would not be the "primary
      beneficiary" of such Lessor Transferee under FIN 46;

     

    (D) such
      Transfer shall not (x) violate or cause the violation of any applicable
      Laws, (y) cause any adverse change to any of the rights or obligations of
      any other party under the Operative Documents or under applicable Law and
      (z) result in there being more than one Lessor at any one
      time;

     

    (E) the
      Lessor Transferee shall agree to all of the covenants and agreements that the
      Lessor has provided to the Company and the Note Holders;

     

    (F) the
      Lessor shall, simultaneously with the delivery of the notice set forth in
      clause (A) above request the consent of the Majority Note Holders to the
      assumption of the Lessor's obligations under the Notes, the Loan Agreement
      and
      the other Operative Documents by the Lessor Transferee, which consent must
      be
      received at least 30 days in advance of the closing date of such
      Transfer and shall not be unreasonably withheld or delayed. If the Majority
      Note
      Holders consent to such assumption, and the Company has not exercised its rights
      under Section 6.04, on the closing date of such Transfer: (x) the
      Lessor Transferee and the Lessor shall execute and deliver instruments
      reflecting an assignment and assumption of the Lessor's rights and obligations
      under the Operative Documents, which instruments shall be reasonably
      satisfactory to the Majority Note Holders and the Company, (y) the Lessor
      and the Lessor Transferee shall execute and deliver instruments reflecting
      a
      conveyance of the Lessor's right, title and interest in the Property, subject
      to
      the Liens created under the Operative Documents, which instruments shall be
      reasonably satisfactory to the Majority Note Holders and the Company, and
      (z) the Lessor shall be released from all of its obligations under the
      Operative Documents arising after the closing date of such
      Transfer;

     

    
      
        
        

      

      
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    (G) the
      Lessor Transferee and/or the Lessor shall pay all transaction costs and expenses
      (including any transfer taxes) incurred in connection with the Transfer;
      and

     

    (H) the
      Lessor Transferee shall deliver to the Company, the Lessor and the Agent an
      opinion of counsel as to the due authorization, execution, delivery, validity
      and enforceability of the agreements and instruments referred to in paragraph
      (F) above to which it is a party, in form and substance reasonably
      satisfactory to the Company, the Lessor and the Agent; and

     

    (I) the
      Lessor shall have obtained the prior written consent of the Port to such
      Transfer.

     

    (ii) Notwithstanding
      the provisions contained in Section 5.03(j)(i) above, the Lessor shall have
      the right to Transfer its interest in the Property to any Lessor Transferee
      (subject to the Company's rights under Section 6.04), if as a result of,
      based on or in response to any introduction of, change in or interpretation
      of
      any law, regulation, directive, guideline or request from any Governmental
      Authority, (x) the Lessor reasonably determines that it can no longer own
      the Property or any part thereof or (y) subject to the last paragraph of
      this Section 5.03(j)(ii), the ownership of the Property by the Lessor
      subjects the Lessor to any material cost, material expense, material liability
      or an obligation to deposit a material amount of cash or a material amount
      of
      cash collateral with any Person, it being understood and agreed that for
      purposes of this clause (y), "material" shall mean material in relation to
      the transactions contemplated by the Operative Documents and the amount of
      the
      Commitments. Any Transfer pursuant to this Section 5.03(j)(ii) shall be
      referred to as an "Involuntary
      Transfer".
      The
      Lessor may make an Involuntary Transfer of its interest in the Property to
      a
      Lessor Transferee so long as the following conditions are
      satisfied:

     

    (A) the
      Lessor shall give the Company, the Agent and the Note Holders at
      least 90 days' prior written notice of such Involuntary Transfer, or
      such shorter notice if such Involuntary Transfer is required to be consummated
      by a date which shall not permit the Lessor to comply with such 90 day
      notice requirement, which notice shall set forth the identity of the Lessor
      Transferee, a brief description of the Lessor Transferee and include any
      financial information regarding the Lessor Transferee reasonably available
      to
      the Lessor at such time;

     

    (B) the
      Lessor Transferee shall (w) be a Person organized under the laws of France
      or the United States of America, any State thereof or the District of Columbia,
      (x) not be a competitor of the Company or any of its Affiliates engaged in
      the liquefied natural gas business, (y) not be among the four largest
      international manufacturers or distributors of testing compressors, gas
      turbines, electric motors, together with all similar and associated equipment
      and (z) not be a party (with adverse interests to the Company or any of its
      Affiliates) to any pending or threatened litigation or arbitration (whether
      as
      plaintiff or defendant) with, and not be attempting a hostile takeover of,
      the
      Company or any of its Affiliates, provided
      that for
      the avoidance of doubt, a leasing company, a finance company or other financial
      institution or subsidiary of a financial institution which is in the business
      of
      financing and leasing facilities for the production of testing compressors,
      gas
      turbines, electric motors, together with all similar and associated equipment,
      shall not be a competitor of the Company or any of its Affiliates under
      clause (x) above;

     

    
      
        
        

      

      
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    (C) such
      Transfer shall not (x) violate or cause the violation of any applicable Laws,
      (y) cause any adverse change to any of the rights or obligations of any other
      party under the Operative Documents or under applicable Law and (z) result
      in there being more than one Lessor at any one time;

     

    (D) the
      Lessor Transferee shall agree to all of the covenants and agreements that the
      Lessor has provided to the Company and the Note Holders;

     

    (E) on
      the
      closing date of such Transfer: (x) the Lessor Transferee and the Lessor
      shall execute and deliver instruments reflecting an assignment and assumption
      of
      the Lessor's rights and obligations under the Operative Documents, which
      instruments shall be reasonably satisfactory to the Majority Note Holders and
      the Company, (y) the Lessor and the Lessor Transferee shall execute and
      deliver instruments reflecting a conveyance of the Lessor's right, title and
      interest in the Property, subject to the Liens created under the Operative
      Documents, which instruments shall be reasonably satisfactory to the Majority
      Note Holders and the Company, and (z) and the Lessor shall be released from
      all of its obligations under the Operative Documents arising after the closing
      date of such Transfer;

     

    (F) each
      of
      the Lessor Transferee, the Lessor and the Company shall be responsible for
      its
      own transaction costs and expenses incurred in connection with such Involuntary
      Transfer;

     

    (G) the
      Lessor Transferee shall deliver to the Company, the Lessor and the Agent an
      opinion of counsel as to the due authorization, execution, delivery, validity
      and enforceability of the agreements and instruments referred to in paragraph
      (E) above to which it is a party, in form and substance reasonably
      satisfactory to the Company, the Lessor and the Agent; and

     

    (H) The
      Lessor shall have obtained the prior written consent of the Port to such
      Transfer.

     

    In
      connection with any Involuntary Transfer the Lessor agrees to reasonably
      cooperate with the Company such that such Involuntary Transfer is to a Lessor
      Transferee that is (x) not a "variable interest entity" under FIN 46
      or (y) a "variable interest entity" under FIN 46, provided that after
      giving effect to such Involuntary Transfer, the Company would not be the
      "primary beneficiary" of such Lessor Transferee under FIN 46. The Lessor's
      agreement to reasonably cooperate with the Company as provided in the
      immediately preceding sentence shall in no way constitute a requirement that
      an
      Involuntary Transfer must be made to a Lessor Transferee that satisfies
      (x) or (y) of the immediately preceding sentence. In addition, the
      Company and the Note Holders agree to reasonably cooperate with the Lessor
      in
      connection with an Involuntary Transfer.

     

    
      
        
        

      

      
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    Notwithstanding
      the foregoing provisions of this Section 5.03(j)(ii), in the event that
      (1) the Lessor shall have provided notice that it intends to make an
      Involuntary Transfer solely as a result of an event or events giving rise to
      the
      existence of one or more of the conditions set forth in clause (y) of
      paragraph (ii) above, (2) the Debt Rating shall be at Rating Level I,
      Rating Level II or Rating Level III, and (3) the Guarantor shall have
      provided a written agreement, in form and substance reasonably satisfactory
      to
      the Lessor, indemnifying the Lessor with respect to the conditions set forth
      in
      clause (y) of paragraph (ii) above resulting from the event or events
      which gave rise to the notice referenced in clause (1) of this paragraph,
      then the Lessor shall not Transfer the Property pursuant to this
      Section 5.03(j)(ii) as a result of the occurrence of the event or events
      which gave rise to the delivery of the notice referenced in clause (1)
      above.

     

    (iii) If
      an
      Event of Default or Unwind Event has occurred and is continuing, then, except
      as
      set forth in Section 6.02(g), there shall be no limitation or restriction
      whatsoever on the Lessor's right to Transfer its interest in the Property,
      including any limitation with respect to the Lessor Transferee.

     

    Section 5.04.
      Taxes.

     

    (a) Payments
      Free and Clear.
      Except
      as provided in the second sentence of this Section 5.04(a), all payments to
      or for the benefit of the Agent, the Lessor or the Note Holders under the
      Operative Documents (including payments of Fixed Rent and Additional Rent under
      the Lease, payments of principal and interest under the Notes and payments
      of
      the Investments and Distributions) shall be made free and clear of and without
      deduction for any and all present or future Charges. If the Company, the Agent,
      the Lessor, the Guarantor or any other Person ("Applicable
      Payor")
      shall
      be required by Law to deduct any Charges from or in respect of any amounts
      payable under this Agreement or any other Operative Document to or for the
      benefit of a Note Holder, the Agent, or the Lessor ("Applicable
      Payee"),
      (A) the amounts payable by such Applicable Payor (as rent, interest or
      otherwise) shall be increased by the amount necessary so that after making
      all
      such required deductions (including deductions applicable to additional sums
      payable under this Section 5.04) the Applicable Payee shall receive an
      amount equal to the sum it would have received had no such deductions been
      made,
      (B) the Applicable Payor shall make such deductions and (C) the
      Applicable Payor shall pay the full amount deducted to the relevant taxing
      authority or other Governmental Authority in accordance with all applicable
      Laws. The Company will indemnify, subject to the Construction Period Funding
      Requirement, each Indemnified Party on an After Tax Basis on demand for the
      full
      amount of any sums paid by such Indemnified Party pursuant to clause (A) of
      the second sentence of this Section 5.04(a) and any such liability the
      Indemnified Party may incur or be required to pay. Any payment pursuant to
      this
      indemnification shall be made upon demand by the Indemnified Party.

     

    
      
        
        

      

      
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    (b) Other
      Taxes.
      Subject
      to the Construction Period Funding Requirement, in addition, the Company shall
      timely pay any present or future transfer, stamp, license, value added, goods
      and services, sales, use or documentary Taxes, excise Taxes or any other
      property, transfer, transfer gains or recording, publication or filing Taxes,
      or
      any other Taxes in the nature of the foregoing imposed by any Governmental
      Authority which arise directly or indirectly from (i) the acquisition,
      ownership, operation, construction, occupancy, possession, use, non-use,
      mortgaging, financing, leasing, subleasing, or disposition or condition of
      the
      Property, or any other property or rights conveyed to the Lessor; (ii) any
      payment made under the Operative Documents; (iii) the execution, delivery
      or registration of, or otherwise with respect to the Operative Documents;
      (iv) the conveyance or transfer of the Property (or any part thereof) in
      compliance with any requirement of the Operative Documents; (v) the
      recording of any mortgage, deed of trust, financing statement or other
      collateral security document in any jurisdiction; or (vi) the transactions
      contemplated by any of the Operative Documents (collectively, the "Other
      Taxes");
      provided,
      however,
      that
      Other Taxes shall not include (x) any such Taxes imposed or payable by a
      Lessor Party to the extent such Taxes would not have been imposed but for a
      breach by the Lessor Party or any Affiliate thereof of any representations,
      warranties or covenants set forth in the Operative Documents (unless such breach
      is caused by the Company's breach of its representations, warranties or
      covenants set forth in the Operative Documents); (y) any such Taxes imposed
      against or payable by a Lessor Party resulting from, or that would not have
      been
      imposed but for, the gross negligence or willful misconduct of such Lessor
      Party; or (z) any Tax imposed against or payable by a Lessor Party as a
      result of the failure of such Lessor Party to file any report, return or
      statement on a timely basis and to pay any Tax indicated as being due and
      payable on such report, return or statement, other than any withholding Tax
      or
      other Tax which may be paid by the Company directly except to the extent
      attributable to (A) the Company's failure to satisfy its obligations under
      Section 5.04(i) hereof or (B) the Company's failure to make any
      payment in respect of such Tax in accordance with the provisions of this
      Section 5.04. 

     

    (c) Indemnification.
      Subject
      to the Construction Period Funding Requirement, the Company shall pay and
      indemnify, defend and hold harmless each Indemnified Party on an After Tax
      Basis
      from and against the full amount of all Charges (including Other Charges)
      required to be paid by such Indemnified Party on its behalf or on behalf of
      any
      other Person, and such liability, arising therefrom or with respect thereto
      (including from any obligation to file any Tax return, report or statement
      with
      respect to any such Charges and any liability the Indemnified Party may incur
      or
      be required to pay pursuant to Section 9.26), whether or not such Charges
      were correctly or legally asserted. Notwithstanding the foregoing, the aggregate
      liability of the Company under this indemnity, this Agreement and the other
      Operative Documents during the Construction Period shall never exceed, in the
      aggregate, the Residual Value Amount, except if such liability arose as a result
      of a Fully Indemnifiable Event. Any payment pursuant to this indemnification
      shall be made upon demand by the Indemnified Party.

     

    (d) Receipt.
      Within
      fifteen (15) days after the date of any deduction of any Charges, the
      Applicable Payor shall furnish to the Applicable Payee, the Lessor and the
      Agent
      the original or a certified copy of a receipt or other documentation evidencing
      payment thereof as is reasonably acceptable to such Applicable
      Payee.

     

    
      
        
        

      

      
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    (e) Withholdings
      Tax Exemption.
      Notwithstanding anything to the contrary above in this Section 5.04 or
      elsewhere herein or in any of the other Operative Documents, each Applicable
      Payor shall be entitled to the extent it is required to do so by Law, to deduct
      income or other similar Taxes imposed by the United States of America from
      amounts payable hereunder or under the other Operative Documents for the account
      of any Applicable Payee except
      to the
      extent, if applicable, said Applicable Payee has timely filed with the Agent
      or
      the appropriate party (who shall then promptly forward the same to the Company
      and the Lessor) Prescribed Forms for the applicable year indicating that
      deduction or withholding of such Taxes is not required or is reduced as a result
      of the filing of such Prescribed Forms. If the Applicable Payor shall so deduct
      or withhold any such Taxes, it shall provide a statement to the Applicable
      Payee
      setting forth the amount of such Taxes as deducted or withheld, the applicable
      rate and any other information or documentation which such Person may reasonably
      request for enabling such Person to obtain any allowable credits or deductions
      for the Taxes so deducted or withheld in the jurisdiction or jurisdictions
      in
      which such Person is subject to Taxes. In accepting and carrying out its duties
      with respect to withholding Taxes pursuant to this Section 5.04(e), the
      Lessor shall act as the duly authorized agent of the Company under the
      withholding provisions of Chapter 3 of the Code. The Company shall file
      notice of such appointment with the Director of Foreign Operations District
      of
      the Internal Revenue Service in accordance with Treas. Reg. §1.1441-7(b). Such
      agency shall terminate in the event that Laws are amended so as to release
      Company of the obligation to withhold Taxes with respect to payments made by
      the
      Company under the Lease and in any event upon termination or expiration of
      the
      Lease.

     

    (f) Determinations.
      The
      determination of all Charges to be paid or indemnified against by the Company
      under this Section 5.04 shall be made (in good faith) by the affected
      Applicable Payee and shall be accompanied by a certification of the Applicable
      Payee as to the amount requested and the basis for determination thereof. Such
      determination shall state with reasonable clarity and detail the basis for
      such
      determination and shall, absent manifest error, be final, conclusive and binding
      on the Company. In no event shall the Company in connection with this
      Section 5.04 or for any other purpose whatsoever under any Operative
      Document have any right to examine any Tax return or related books and records
      of any Applicable Payee.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (g) Payments.
      Any
      Charges indemnifiable under this Section 5.04 or Section 9.26 shall be
      paid directly when due to the applicable taxing authority if direct payment
      is
      practicable and permitted. If direct payment to the applicable taxing authority
      is not permitted or is otherwise not made, any amount payable pursuant to
      Section 5.04 or Section 9.26 shall be paid within thirty
      (30) days after receipt of a written demand therefor, accompanied by a
      written statement describing in reasonable detail the amount so payable, but
      not
      before three Business Days prior to the date that the relevant Taxes are due.
      Any payments made pursuant to this Section 5.04 or Section 9.26 shall
      be made directly to the Indemnified Party or Lessor Party entitled thereto
      in
      immediately available funds at such bank or to such account as specified by
      such
      Person in written directions to the Company, or, if no such direction shall
      have
      been given, by check of the Company payable to the order of such Person by
      certified mail, postage prepaid at its address as set forth in this Agreement.
      Upon the request of any Person with respect to a Tax that the Company is
      required to pay, the Company shall furnish to such Person the original or a
      true
      and complete copy of a receipt for the Company's payment of such Tax or such
      other evidence of payment as is reasonably acceptable to such
      Person.

     

    (h) Contests.
      If any
      claim shall be made against any Indemnified Party or Lessor Party or if any
      proceeding shall be commenced against any Indemnified Party or Lessor Party
      (including a written notice of such proceeding) for any Tax as to which there
      may be an indemnity obligation pursuant to this Section 5.04 or
      Section 9.26, such Indemnified Party or Lessor Party shall promptly (and in
      any event, within thirty (30) days) notify the Company in writing
      (provided
      that
      failure to so notify the Company within thirty (30) days shall not alter
      the Indemnified Party's or Lessor Party's rights under this Section 5.04 or
      Section 9.26, except to the extent such failure precludes or materially
      adversely affects the ability to conduct a contest of any indemnified Taxes)
      and
      shall not take any action with respect to such claim, proceeding or Tax without
      the written consent of the Company (such consent not to be unreasonably withheld
      or unreasonably delayed) for thirty (30) days after the receipt of such
      notice by the Company; provided,
      however,
      that in
      the case of any such claim or proceeding, if such Indemnified Party or Lessor
      Party shall be required by law or regulation to take action prior to the end
      of
      such 30-day period, such Indemnified Party or Lessor Party shall in such
      notice to the Company, so inform the Company, and such Indemnified Party or
      Lessor Party shall not take any action with respect to such claim, proceeding
      or
      Tax without the consent of the Company (such consent not to be unreasonably
      withheld or unreasonably delayed) for ten (10) days after the receipt of
      such notice by the Company unless such Indemnified Party or Lessor Party shall
      be required by law or regulation to take action prior to the end of
      such 10-day period.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    The
      Company shall be entitled for a period of thirty (30) days from receipt of
      such notice from the Indemnified Party or Lessor Party (or such shorter period
      as the Indemnified Party or Lessor Party has notified the Company is required
      by
      law or regulation for the Indemnified Party or Lessor Party to commence such
      contest), to request in writing that the Indemnified Party or Lessor Party
      contest the imposition of such Tax, at the Company's sole cost and expense.
      If
      (x) such contest can be pursued in the name of the Company and
      independently from any other proceeding involving a Tax liability of such
      Indemnified Party or Lessor Party for which the Company has not agreed to
      indemnify such Indemnified Party or Lessor Party, (y) such contest must be
      pursued in the name of such Indemnified Party or Lessor Party, but can be
      pursued independently from any other proceeding involving a Tax liability of
      such Indemnified Party or Lessor Party for which the Company has not agreed
      to
      indemnify such Indemnified Party or Lessor Party or (z) such Indemnified
      Party or Lessor Party so requests, then the Company shall be permitted to
      control the contest of such claim, provided,
      that by
      taking control of the contest, the Company acknowledges that it is responsible
      for the Tax ultimately determined to be due by reason of such claim,
provided further
      that in
      the case of a contest described in clause (x), (y) or (z), if such
      Indemnified Party or Lessor Party reasonably determines in good faith that
      such
      contest by the Company could have a material adverse impact on the business
      or
      operations of such Indemnified Party or Lessor Party and provides a written
      explanation to the Company of such determination, such Indemnified Party or
      Lessor Party may elect to control or reassert control of the contest, and
provided further,
      that in
      determining the application of clauses (x) and (y) of this sentence,
      such Indemnified Party or Lessor Party shall take any and all reasonable steps
      to segregate claims for any Taxes for which the Company indemnifies hereunder
      from Taxes for which the Company is not obligated to indemnify hereunder, so
      that the Company can control the contest of the former. In all other claims
      requested to be contested by the Company, the Indemnified Party or Lessor Party
      shall control the contest of such claim and shall conduct such contest in good
      faith. In no event shall the Company be permitted to contest (or the Indemnified
      Party or Lessor Party be required to contest) any claim (A) if such
      Indemnified Party or Lessor Party provides the Company with a legal opinion
      of
      independent counsel that such action, suit or proceeding involves a material
      risk of imposition of criminal liability or could involve a material risk of
      the
      sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted
      Lien) on the Property or any part of any thereof unless the Company shall have
      posted and maintained a bond or other security reasonably satisfactory to the
      relevant the Indemnified Party or Lessor Party in respect to such risk,
      (B) if an Event of Default has occurred and is continuing, unless the
      Company shall have posted and maintained a bond or other security satisfactory
      to the relevant Indemnified Party or Lessor Party in respect of the Taxes
      subject to such claim and any and all expenses for which the Company is
      responsible hereunder reasonably foreseeable in connection with the contest
      of
      such claim, (C) unless the Company shall have agreed in writing to pay and
      shall pay to the relevant Indemnified Party or Lessor Party within thirty
      (30) days of receipt of written demand therefor all reasonable
      out-of-pocket costs, losses and expenses that such Indemnified Party or Lessor
      Party may incur in connection with contesting such Tax including all reasonable
      legal, accounting and investigatory fees and disbursements, or (D) if such
      contest shall involve the payment of the Tax prior to the contest, unless the
      Company shall provide to the Indemnified Party or Lessor Party an interest-free
      advance in an amount equal to the Tax that the Indemnified Party or Lessor
      Party
      is required to pay (with no additional net after-tax costs (including Taxes)
      to
      such Indemnified Party or Lessor Party). In addition, for the Indemnified Party
      or Lessor Party controlled contests and claims contested in the name of the
      Indemnified Party or Lessor Party in a public forum, no contest shall be
      required (A) unless the amount of the potential indemnity (taking into
      account all similar or logically related claims that have been or could be
      raised in any audit involving such Indemnified Party or Lessor Party with
      respect to any period for which there may be an indemnity obligation under
      this
      Section 5.04 or Section 9.26) exceeds $75,000 and (B) unless, if
      requested by the Indemnified Party or Lessor Party, the Company shall have
      provided to the Indemnified Party or Lessor Party an opinion of independent
      tax
      counsel selected by the Company and reasonably acceptable to such Indemnified
      Party or Lessor Party, that a reasonable basis exists to contest such claim.
      In
      no event shall an Indemnified Party or Lessor Party be required to appeal an
      adverse judicial determination to the United States Supreme Court.

     

    The
      party
      conducting the contest shall consult in good faith with the other party and
      its
      counsel with respect to the contest of such claim for Taxes (or claim for
      refund) but the decisions regarding what actions are to be taken shall be made
      by the controlling party in its sole judgment, provided,
      however,
      that if
      the Indemnified Party or Lessor Party is the controlling party and the Company
      recommends the acceptance of a settlement offer made by the relevant
      Governmental Authority and the Indemnified Party or Lessor Party rejects such
      settlement offer, then the amount for which the Company will be required to
      indemnify the Indemnified Party or Lessor Party with respect to the Taxes
      subject to such offer shall not exceed the amount which it would have owed
      if
      such settlement offer had been accepted. In addition, the controlling party
      shall keep the noncontrolling party and its counsel reasonably informed as
      to
      the progress of the contest, and shall provide the noncontrolling party and
      its
      counsel with a copy of (or appropriate excerpts from) any reports or claims
      issued by the relevant auditing agent or taxing authority to the controlling
      party thereof, in connection with such claim or the contest
      thereof.

     

    
      
        
        

      

      
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    The
      Indemnified Party or Lessor Party shall supply the Company with such information
      and documents (or relevant portions thereof) reasonably requested by the Company
      as are necessary or advisable for the Company to participate in any action,
      suit
      or proceeding to the extent permitted by this Section 5.04(h) and the
      Company shall promptly reimburse such Indemnified Party or Lessor Party for
      the
      reasonable expenses of supplying such information or documents; provided,
      however,
      that
      the Indemnified Party or Lessor Party shall not be required to provide to the
      Company copies of its tax returns or any other information, documentation or
      materials that it deems to be confidential or proprietary. No Indemnified Party
      or Lessor Party shall enter into any settlement or other compromise or fail
      to
      appeal an adverse ruling with respect to any claim which is entitled to be
      indemnified under this Section 5.04 or Section 9.26 (and with respect
      to which contest is required under this Section 5.04(h)) without the prior
      written consent of the Company (such consent not to be unreasonably withheld),
      unless the Indemnified Party or Lessor Party waives its right to be indemnified
      under this Section 5.04 or Section 9.26 with respect to such
      claim.

     

    Notwithstanding
      anything contained herein to the contrary, the Indemnified Party or Lessor
      Party
      will not be required to contest (and the Company shall not be permitted to
      contest) a claim with respect to the imposition of any Tax if (i) the
      Indemnified Party or Lessor Party shall waive its right to indemnification
      under
      this Section 5.04 or Section 9.26 with respect to such claim (and any
      claim with respect to such year or any other taxable year the contest of which
      is materially adversely affected as a result of such waiver) or (ii) such
      Tax is the sole result of a claim of a continuing and consistent nature, which
      claim has previously been resolved against the relevant Indemnified Party or
      Lessor Party (unless a change in Law or facts has occurred since such prior
      adverse resolution and the Company provides an opinion of independent tax
      counsel reasonably acceptable to the Indemnified Party or Lessor Party to the
      effect that it is more likely than not that such change in Law or facts will
      result in a favorable resolution of the claim at issue).

     

    (i) Reports.
      In the
      case of any report, return or statement (other than a report, return or
      statement that is filed by the Company with respect to both activities not
      contemplated by the Operative Documents and activities contemplated by the
      Operative Documents, which shall be filed by the Company without notice to
      the
      Indemnified Party or Lessor Party) required to be filed with respect to any
      Taxes that are subject to indemnification under this Section 5.04 or
      Section 9.26, the Company shall promptly notify the applicable Indemnified
      Party or Lessor Party of such requirement and, at the Lessee's expense
      (i) if the Lessee is permitted (unless otherwise requested by such
      Indemnified Party or Lessor Party) by Applicable Law, timely file such report,
      return or statement in its own name or (ii) if such report, return or
      statement is required to be in the name of or filed by such Indemnified Party
      or
      Lessor Party or such Indemnified Party or Lessor Party otherwise requests that
      such report, return or statement be filed by such Indemnified Party or Lessor
      Party, timely prepare such report, return or statement in such manner as shall
      be satisfactory to such Indemnified Party or Lessor Party and send the same
      to
      such Indemnified Party or Lessor Party for filing no later than fifteen
      (15) days prior to the due date therefore. In any case in which such
      Indemnified Party or Lessor Party will file any such report, return or
      statement, the Company shall, upon written request of such Indemnified Party
      or
      Lessor Party, provide such Indemnified Party or Lessor Party with such
      information as is reasonably necessary to allow such Indemnified Party or Lessor
      Party to file such report, return or statement.

     

    
      
        
        

      

      
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    (j) Refunds.
      If
      any
      Indemnified Party or Lessor Party determines, in its sole discretion, that
      it
      has actually and finally received a refund or credit of any Charges or Other
      Taxes paid or reimbursed pursuant to Section 5.04 or Section 9.26 that
      it would otherwise not have obtained, and that would result in the total
      payments under Section 5.04 or Section 9.26 exceeding the amount
      necessary to make such Indemnified Party or Lessor Party whole, such Indemnified
      Party shall pay to the Lessee or such Lessor Party shall pay to the Indemnified
      Party which in turn will pay to the Lessee, with reasonable promptness following
      the date on which it actually receives such refund or credit, an amount equal
      to
      the lesser of the amount of such refund or credit or the amount of such excess,
      in each case net of all out-of-pocket expenses in securing such refund or
      credit.

     

    (k) Survival.
      Without
      prejudice to the survival of any other agreement of the Company hereunder,
      the
      agreements and obligations of the Company contained in this Section 5.04
      and in Section 5.05 shall survive the payment in full of the principal of
      and interest on the Notes and the Investments and Distributions
      thereon.

     

    (l) Defined
      Terms.
      As used
      in this Section 5.04, the terms "Charges", "Indemnified Party", "Other
      Charges" and "Lessor Party" shall have the meanings set forth in Appendix A
      hereto and in Appendix A to the Original Participation
      Agreement.

     

    Section 5.05.
      Nature
      of Transaction.
      

     

    (a) Characterization.
      It is
      the intent of the Company that the Lease will be treated as an operating lease
      for accounting purposes. It is the intent of the Company and each Lessor Party
      and the Company and each Lessor Party agree that for all U.S. tax purposes,
      the
      Lease and other Operative Documents shall be treated as the repayment and
      security provisions of a loan by each Lessor Party to the Company and that
      the
      Company will be treated as the legal and beneficial owner of the Property
      entitled to cost recovery deductions and all other tax benefits attributable
      to
      the ownership of the Property and all payments of Permitted Lease Balance,
      Termination Value, Residual Value Amount, Fixed Rent and Additional Rent during
      the Lease Term shall be treated as payments of interest and principal. Further,
      for purposes of bankruptcy and secured party enforcement purposes, the parties
      hereto intend that (i) the Lease and the other Operative Documents shall be
      treated as the repayment and security provisions of a loan to the Company and
      (ii) all payments of Permitted Lease Balance, Termination Value, Residual
      Value Amount, Fixed Rent and Additional Rent to the extent payable hereunder
      or
      under any other Operative Document shall be treated as payments of principal,
      interest and other amounts owing with respect to such loan, respectively. In
      the
      event that the transactions contemplated by the Operative Documents are not
      treated for tax and accounting purposes in a manner consistent with the intent
      of the parties as described in this Section 5.05(a), then, at the Company's
      reasonable request and at its sole cost and expense, each of the parties hereto
      hereby agrees that it shall reasonably cooperate with the Company to amend
      the
      Operative Documents to accomplish such intended treatment; provided
      that no
      amendments to the Operative Documents shall be entered into in connection with
      this provision if such amendments would in any way adversely affect any of
      such
      Person's rights or interests in the Property or any Operative Document, or
      cause
      any such Person to incur any additional risks or to incur any additional costs
      or expenses not otherwise satisfactorily indemnified by the
      Company.

     

    
      
        
        

      

      
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    (b) Reporting
      and Other Actions by the Company.
      The
      Company agrees that, unless compelled, in its reasonable opinion, by action
      of a
      Governmental Authority (i) neither it nor any of its Affiliates (whether or
      not consolidated or combined returns are filed with such Affiliates for federal,
      foreign, state or local Tax purposes) will at any time take any action, directly
      or indirectly, or file any return or other document inconsistent with the
      intended treatment described in Section 5.05(a), and (ii) it and its
      Affiliates will file such returns, maintain such records, take such actions
      and
      execute such documents (as reasonably requested by the Lessor, the Agent or
      the
      Note Holders from time to time) as may be appropriate to facilitate the
      realization of such intended treatment.

     

    (c) Reporting
      and Other Actions by the Indemnified Party and Lessor Parties.
      Each of
      the Indemnified Parties and Lessor Parties agrees that, unless compelled, in
      its
      reasonable opinion, by action of a Governmental Authority (i) neither it
      nor any of its Affiliates (whether or not consolidated or combined returns
      are
      filed with such Affiliate for federal, foreign, state or local Tax purposes)
      will at any time take any action, directly or indirectly, or file any return
      or
      other document claiming, or asserting that it is entitled to, the Tax benefits,
      deductions or credits which, pursuant to the intended Tax treatment described
      in
      Section 5.05(a), would otherwise be claimed or claimable by the Company,
      and (ii) it and its Affiliates will file such returns, maintain such
      records, take such actions, and execute such documents (as reasonably requested
      by the Company from time to time) as may be appropriate (in the reasonable
      judgment of the Lessor, the Agent or the applicable Note Holder) to facilitate
      the realization of, and as shall be consistent with, such intended income Tax
      treatment; provided
      that
      none of the Lessor, any Lessor Party or any of its Affiliates shall be required
      to (A) take any action which it reasonably believes would be
      disadvantageous to it or (B) disclose any portion of any Tax return. If any
      such filing, maintenance, action or execution requested by the Company would
      result in any additional Tax liability payable by the Indemnified Party, or
      could reasonably be expected to result in liability payable by it, other than
      liability ordinarily related to the intended Tax treatment described in
      Section 5.05(a), then the Company will provide an indemnity against such
      unrelated Tax liability and any liability such Indemnified Party may incur
      or be
      required to pay pursuant to Section 9.26(b) satisfactory to such
      Indemnified Party, in its sole opinion, exercised reasonably and in good
      faith.

     

    
      
        
        

      

      
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    Section 5.06.
      Sharing
      of Payments, Etc.

     

    (a) If
      any
      Note Holder shall obtain any payment (whether voluntary or involuntary), on
      account of the Notes held by it (other than on account of Additional Costs,
      the
      provisions of Section 5.03, 5.04 or any indemnification provision contained
      in the Operative Documents), in excess of its ratable share of payments on
      account of the Notes obtained by all the Note Holders and the Investments made
      by the Lessor, such Note Holder shall forthwith purchase from the other Note
      Holders or the Lessor (as the case may be) such participations in the Notes
      or
      Investments held or made by them as shall be necessary to cause such purchasing
      Note Holder to share the excess payment ratably with each of them; provided,
      however, that
      if
      all or any portion of such excess payment is thereafter recovered from such
      purchasing Note Holder, such purchase from each Note Holder or the Lessor (as
      the case may be) shall be rescinded and each Note Holder or the Lessor (as
      the
      case may be) shall repay to the purchasing Note Holder the purchase price to
      the
      extent of such Note Holder's or the Lessor's (as the case may be) ratable share
      (according to the proportion of (i) the amount of the participation
      purchased from such Note Holder or the Lessor (as the case may be) as a result
      of such excess payment to (ii) the total amount of the participations
      purchased in respect of such excess payment) of such recovery together with
      an
      amount equal to such Note Holder's or the Lessor's (as the case may be) ratable
      share (according to the proportion of (A) the amount of such Note Holder's
      or Lessor's (as the case may be) required repayment to (B) the total amount
      so recovered from the purchasing Note Holder) of any interest or other amounts
      paid or payable by the purchasing Note Holders in respect of the total amount
      so
      recovered. Notwithstanding that such Note Holders shall have purchased a
      participation in such Notes or the Investment, the purchasing Note Holder shall
      be deemed to have acquired the voting rights under such Notes or the Investment
      to the extent of, and for the duration of, such participation, as if such Note
      Holder shall have been an Assignee thereof.

     

    (b) If
      the
      Lessor shall obtain any payment (whether voluntary or involuntary) on the
      account of the Investments made by it (other than on account of Additional
      Costs, the provisions of Section 5.03, 5.04 or any indemnification
      provision contained in the Operative Documents), in excess of its ratable share
      of payments on account of the Investments made by the Lessor and the Notes
      held
      by all the Note Holders, then the Lessor shall remit such excess amount to
      the
      Agent for application to the Note Holders such that the Note Holders and the
      Lessor shall have received its ratable share of such payments.

     

    Section 5.07.
      Maturity
      Date Extension.
      

     

    (a) Procedures.
      

     

    (i) Pursuant
      to Section 3.02 of the Lease, so long as no Default under
      Section 6.01(a), 6.01(d)(i) (with respect to Section 7(b) of the
      Guaranty) or Section 6.01(e) or no Event of Default or Unwind Event shall
      have occurred and be continuing, at the time the Company, as Lessee, delivers
      the Extension Request and such request is timely made pursuant to
      Section 3.02 of the Lease, the Company may request that the Lessor, the
      Agent and the Note Holders extend the Lease and the related financing
      (represented by the Notes and the Investments) for the Extension Term (such
      request by the Company is herein called the "Extension
      Request").
      Each
      Note Holder and the Lessor shall have thirty (30) days from receipt of such
      request to inform the Agent whether such Person, in its sole and absolute
      discretion, agrees to the Extension Request. Failure of any such Person to
      indicate its acceptance or rejection by such time shall be deemed to constitute
      such Person's rejection thereof. If any Note Holder (a "Non-Accepting
      Holder")
      rejects (or is deemed to have rejected) the Extension Term, the Agent, at the
      request of the Company, shall have the right to cause such Non-Accepting Holder
      to transfer its interests under the Operative Documents to any other Note Holder
      that has agreed to the Extension Term or to a replacement Note Holder, which
      would be an Eligible Assignee hereunder. Existing Note Holders shall be offered
      the right, but shall not be required, to acquire a pro rata share of the
      Non-Accepting Holders' interests. Any such transfer shall be made pursuant
      to an
      Assignment and Acceptance executed by the Non-Accepting Holder and the Eligible
      Assignee. The date of transfer shall be the then-existing Maturity Date. If
      any
      Note Holder rejects the Extension Request and the Agent has been unable to
      locate a transferee of such Note Holder's or Note Holders' interests under
      the
      Operative Documents at least by the date which is ten (10) months prior to
      the then-existing Maturity Date, or if the Lessor rejects the Extension Request,
      then the Maturity Date shall not be extended or changed.

     

    
      
        
        

      

      
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    (ii) If
      the
      Company shall have made the Extension Request and at any time during the sixty
      (60) day period ending on the commencement date of the Extension Term an
      Event of Default or Unwind Event shall have occurred, then the Company's rights
      under this Section 5.07 shall automatically terminate, the Company shall
      not be entitled to the requested Extension Term and the Company shall be deemed
      to have elected to proceed under Section 6.06(a).

     

    (b) General.
      The
      Company hereby agrees to pay all reasonable and properly documented costs and
      expenses (including reasonable and properly documented legal fees and expenses)
      incurred by the Lessor, the Agent and the Note Holders in connection with the
      provisions of this Section 5.07, including the costs of documenting such
      transfer; provided
      that,
      except as otherwise agreed as between the Company and the Eligible Assignee,
      the
      Eligible Assignee shall be obligated to pay all of its costs and expenses
      incurred in connection with any transfer to such Assignee, including any fees
      payable in connection therewith.

     

    ARTICLE VI

     

    EVENTS
      OF DEFAULT; REMEDIES;

    UNWIND
      EVENT; NON-PERFORMANCE EVENTS;

    OPTIONS
      UPON EXPIRATION; TERMINATION PAYMENTS

     

    Section 6.01.
      Events
      of Default.
      If one
      or more of the following events shall have occurred and be continuing, it shall
      constitute an "Event
      of Default"
      hereunder (unless such event or events constitute an "Unwind Event" pursuant
      to
      and in accordance with Section 6.03, in which case such event or events
      shall be subject to the provisions of Section 6.03):

     

    (a) the
      Company shall fail to pay to the Lessor (i) the Permitted Lease Balance,
      the Termination Value or the Residual Value Amount on the date on which payment
      thereof is due, or (ii) Fixed Rent or any Additional Rent payable by the
      Lessee or the Company under the Operative Documents within seven (7) days
      after the date on which such payment is due or after demand therefor if payment
      is due on demand;

     

    (b) (i) any
      representation or warranty made or deemed made by the Guarantor in any Operative
      Document to which the Guarantor is a party or in any certificate, document
      or
      financial or other statement furnished at any time under or in connection with
      any Operative Document shall prove to have been false or misleading in any
      material respect on or as of the date made or deemed made or (ii) any
      representation or warranty made or deemed made by the Company in any Operative
      Document to which the Company is a party or in any certificate, document or
      financial or other statement furnished at any time under or in connection with
      any Operative Document shall prove to have been false or misleading in any
      material respect on or as of the date made or deemed made;

     

    
      
        
        

      

      
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    (c) default
      shall be made in the due observance or performance by the Company of any term,
      covenant or agreement contained in Section 4.01(d);

     

    (d) (i) the
      Guarantor shall fail to observe or perform any term, covenant, or agreement
      to
      be observed or performed by it in any Operative Document to which it is a party
      other than those referred to elsewhere in this Section 6.01, and such
      failure shall continue unremedied for thirty (30) days after written notice
      by the Lessor or the Agent to the Guarantor of such failure or (ii) the
      Company shall fail to observe or perform any term, covenant, or agreement to
      be
      observed or performed by it in any Operative Document to which it is a party
      (other than those referred to in the other subsections of this
      Section 6.01), and such failure shall continue unremedied for thirty
      (30) days after written notice by the Lessor or the Agent to the Company of
      such failure;

     

    (e) (i) the
      Guarantor shall commence any case, proceeding or other action (A) under any
      existing or future law of any jurisdiction, domestic or foreign, relating to
      bankruptcy, insolvency, reorganization or relief of debtors, seeking to have
      an
      order for relief entered with respect to it, or seeking to adjudicate it a
      bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
      winding-up, liquidation, dissolution, composition or other relief with respect
      to it or its debts, or (B) seeking appointment of a receiver, trustee,
      custodian or other similar official for it or for all or any substantial part
      of
      its assets, or the Guarantor shall make a general assignment for the benefit
      of
      its creditors; or (ii) there shall be commenced against the Guarantor any
      case, proceeding or other action of a nature referred to in
      clause (i) above which (A) results in the entry of an order for
      relief or any such adjudication or appointment or (B) remains undismissed,
      undischarged or unbonded for a period of sixty (60) days; or
      (iii) there shall be commenced against the Guarantor any case, proceeding
      or other action seeking issuance of a warrant of attachment, execution,
      distraint or similar process against all or any substantial part of its assets
      which results in the entry of an order for any such relief which shall not
      have
      been vacated, discharged, or stayed or bonded pending appeal within sixty
      (60) days from the entry thereof; or (iv) the Guarantor shall take any
      action in furtherance of, or indicating its consent to, approval of, or
      acquiescence in, any of the acts set forth in clause (i), (ii) or
      (iii) above; or (v) the Guarantor shall generally not, or shall be
      unable to, or shall admit in writing its inability to, pay its debts as they
      become due;

     

    (f) (i)
      the
      Company is unable or admits its inability to pay its debts as they fall due,
      suspends making payments on any of its debts or, by reason of actual or
      anticipated financial difficulties, commences negotiations with one or more
      of
      its creditors with a view to rescheduling any of its indebtedness; or (ii)
      the
      Company is in a state of cessation
      des paiements,
      or the
      Company becomes insolvent for the purpose of any insolvency law; or (iii) a
      moratorium is declared in respect of any indebtedness of the
      Company;

     

    
      
        
        

      

      
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    (g) (i)
      any
      corporate action, legal proceedings or other procedure or step is taken in
      relation to: (w) a moratorium of any indebtedness in excess of $2,500,000,
      winding-up, dissolution, administration or reorganisation (by way of voluntary
      arrangement, scheme of arrangement or otherwise) of the Company, or the
      suspension of payments in connection therewith; (x) a composition,
      compromise, assignment or arrangement with any creditor of the Company in
      respect of any Debt of the Company in excess of $5,000,000; (y) the appointment
      of a liquidator, receiver, administrator, administrative receiver, compulsory
      manager or other similar officer in respect of the Company or any of the assets
      of the Company; or (ii) any analogous procedure or step is taken in any
      jurisdiction; or (iii) the Company commences proceedings for conciliation
      in
      accordance with articles L.611-4 to L.611-15 of the French Code
      de Commerce;
      or (iv)
      a judgement for sauvegarde,
      redressement
      judiciaire or
      liquidation
      judiciaire
      is
      entered in relation to the Company under articles L.620-1 to L.670-8 of the
      French Code
      de Commerce.

     

    (h) Any
      of
      the enforcement proceedings provided for in French law no.91-650 of
      9 July 1991, or any expropriation, attachment, sequestration, distress
      or execution affects any asset or assets of the Company having an aggregate
      value of €5,000,000
      and is
      not discharged within 30 days.

     

    (i) an
      event
      of default as defined in any mortgage, indenture or instrument under which
      there
      may be issued, or by which there may be secured or evidenced, any Debt of the
      Company or the Guarantor (other than any such Debt owed to any Note Holder
      or
      the Lessor or an affiliate of any Note Holder or the Lessor if such event of
      default shall relate solely to a restriction on Margin Stock), whether such
      Debt
      now exists or shall hereafter be created, shall happen and shall result in
      Debt
      of the Company or the Guarantor in excess of $50,000,000 principal amount
      becoming or being declared due and payable prior to the date on which it would
      otherwise become due and payable, and such declaration shall not be rescinded
      or
      annulled, or the Company or the Guarantor shall fail to pay at maturity (or
      within five (5) calendar days after maturity) Debt of the Company or the
      Guarantor, as applicable, in excess of $50,000,000 principal amount;


     

    (j) a
      Material Plan shall fail to maintain the minimum finding standards required
      by
      Section 412 of the Code for any plan year or a waiver of such standard is
      sought or granted under Section 412(d), or a Material Plan is, shall have
      been or will be terminated or the subject of termination proceedings under
      ERISA, or the Guarantor or any of its Subsidiaries or any ERISA Affiliate has
      incurred or will incur a liability to or on account of a Material Plan under
      Sections 4062, 4063 or 4064 of ERISA, and there shall result from any
      such event either a liability or a material risk of incurring a liability to
      the
      PBGC or a Material Plan (or a related trust) which will have a material adverse
      effect upon the business, operations or the condition (financial or otherwise)
      of the Guarantor and its Subsidiaries, taken as a whole;

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    (k) the
      Guarantor or any ERISA Affiliate shall have been notified by the sponsor of
      a
      Multiemployer Plan that it has incurred withdrawal liability to such
      Multiemployer Plan in an amount which, when aggregated with all other amounts
      required to be paid to Multiemployer Plans in connection with withdrawal
      liabilities (determined as of the date of such notification), will have a
      material adverse effect upon the business, operations or the condition
      (financial or otherwise) of the Guarantor and its Subsidiaries, taken as a
      whole;

     

    (l) any
      pension scheme operated by or maintained for the benefit of members or employees
      of the Company fails to be funded to the extent required by law or otherwise
      fails to comply in all material respects with the requirements of any law
      applicable in the jurisdiction in which the relevant pension scheme is
      maintained, or the Company takes any action or omits to take any action in
      relation to any such pension scheme, in each case, where failure to do so could
      reasonably be expected to have a material adverse effect upon the business,
      operations or the condition (financial or otherwise) of the
      Company.

     

    (m) the
      Company shall fail to comply with the Return Conditions as of such date on
      which
      the Return Conditions are required to be satisfied;

     

    (n) the
      Company shall not have delivered to the Agent and the Lessor, on or prior to
      the
      Date Certain, a Completion Certificate and the other conditions set forth in
      Section 2.04 shall not have been satisfied by such date;

     

    (o) the
      Company shall fail to comply with any Insurance Requirement;

     

    (p) any
      Operative Document or any obligation of the Company or the Guarantor thereunder
      shall be revoked or repudiated by the Company in any respect or attempted to
      be
      revoked or repudiated by the Company or the Guarantor in any respect or any
      Operative Document shall cease to be the legal, valid, binding and enforceable
      obligation of the Company or the Guarantor (as applicable); or

     

    (q) except
      as
      a result of any sales, transfers or releases effected in accordance with the
      terms of the Operative Documents, the Lessor or the Agent, as applicable, shall
      cease for any reason, other than directly as a result of their own or any other
      Lessor Group member's actions or omissions, (x) to have a Lien on, the
      Property, superior and prior to the rights of all third Persons and subject
      to
      no other Liens, except Permitted Encumbrances and Lessor Liens, or (y) to
      have a valid sub-leasehold interest in the Land (or any part thereof), or
      (z) to have unencumbered title to the Facility for any reason whatsoever,
      subject to Permitted Encumbrances and Lessor Liens.

     

    The
      Agent
      shall promptly notify the Company in writing, with a copy to the Note Holders
      and the Lessor, of the occurrence of a Default or an Event of Default with
      respect to which it has actual knowledge (including by way of receipt by the
      Agent of notice from any Note Holder or the Lessor of the existence of a Default
      or Event of Default).

     

    
      
        
        

      

      
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    Section 6.02.
      Remedies
      upon an Event of Default.
      (a)
      Subject to Section 6.02(g) or 6.03, if an Event of Default has
      occurred and is continuing, each of the Lessor and the Agent may, and if
      directed in writing by the Majority Holders shall, to the extent permitted
      by
      applicable Law, exercise any of the rights or remedies granted to it under
      the
      other Operative Documents, in addition to any rights or remedies of such parties
      set forth in this Agreement.

     

    (b) Subject
      to Section 6.03, upon the occurrence of an Event of Default and upon notice
      to the Company and the Lessor, the Agent may, and upon the written request
      of
      the Majority Holders the Agent shall, terminate the unused Commitments, if
      any,
      and declare the entire accrued and unpaid amount of interest on and the
      principal amount of the Notes and the Investments and unpaid Distributions
      thereon (if not then due and payable) to be due and payable immediately,
      notwithstanding anything contained in any Operative Document to the contrary.
      Notwithstanding the foregoing, including the occurrence of such Event of
      Default, the Company shall have the right to purchase the Lessor's interest
      in
      the Property pursuant to Section 6.02(g).

     

    (c) If,
      however, a Bankruptcy Event occurs, then the entire accrued and unpaid amount
      of
      interest on and the principal amount of the Notes and the Investments and unpaid
      Distributions thereon shall automatically be and become due and payable
      immediately, without request, demand, presentment, protest or notice,
      notwithstanding anything contained in any Operative Document to the contrary,
      and any unused Commitments shall automatically and immediately terminate.
      Notwithstanding the foregoing, including the occurrence of a Bankruptcy Event,
      the Company shall have the right to purchase the Lessor's interest in the
      Property pursuant to Section 6.02(g).

     

    (d) Subject
      to Section 6.03, if an Event of Default has occurred and is continuing,
      then each of the Lessor and the Agent may, and if directed in writing by the
      Majority Holders shall, take all steps necessary or advisable to protect and
      enforce its rights hereunder and under the other Operative Documents, whether
      by
      action, suit or proceeding at law or in equity, for the specific performance
      of
      any covenant, condition or agreement contained herein, or in aid of the
      execution of any power herein granted, or for the enforcement of any other
      appropriate legal or equitable remedy or otherwise as such party shall deem
      necessary or advisable. Notwithstanding the foregoing, including the occurrence
      of such Event of Default, the Company shall have the right to purchase the
      Lessor's interest in the Property pursuant to Section 6.02(g).

     

    (e) After
      the
      occurrence of an Event of Default, the Company shall either:

     

    (i) (A)
      within five (5) Business Days after the delivery of a Termination Notice pay
      to
      the Lessor an amount equal to the Permitted Lease Balance, (B) abandon and
      release its entire interest in the Property, and (C) arrange the sale of the
      Property, on behalf of the Lessor to a third party in an arms length transaction
      in accordance with Section 6.02(g); or

     

    (ii) deliver
      an Offer to Purchase and proceed under Section 6.04.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    If
      the
      Company pays the Permitted Lease Balance as required under clause (i)(A) of
      this
      Section 6.02(e) and the Property is sold as contemplated by Section 6.02(g),
      then any Sales Proceeds shall be applied in accordance with Section 7.01(e).
      If
      the Company pays the Permitted Lease Balance as required under clause (i)(A)
      of
      this Section 6.02(e), but fails to comply with clause (i)(B) of this Section
      6.02(e) or fails to use commercially reasonable efforts to arrange for the
      sale
      of the Property in accordance with clause (i)(C) of this Section 6.02(e), a
      Liquidation Event shall be deemed to exist and the Company shall, within thirty
      (30) days of demand by the Lessor, satisfy each of the applicable Return
      Conditions. If the Company complies with all of the requirements of clause
      (i)
      of this Section 6.02(e) and the Property is not sold within the Remarketing
      Period (as defined in Section 6.02(g)), (x) the Company shall, as of the end
      of
      such Remarketing Period, satisfy each of the applicable Return Conditions,
      and
      (y) a Liquidation Event shall then be deemed to exist. If the Company does
      not
      pay the Permitted Lease Balance as required under clause (i)(A) of this Section
      6.02(e), the Company shall be deemed to have elected to proceed under clause
      (ii) of this Section 6.02(e).

     

    Notwithstanding
      anything contained herein or in any other Operative Document to the contrary,
      upon the occurrence and during the continuance of an Event of Default, so long
      as the Company complies with clause (i) of this Section 6.02(e), the aggregate
      maximum recourse liability of the Company to the Lessor or any Person claiming
      by, through or under the Lessor in accordance with the Operative Documents
      with
      respect to such Event of Default shall be limited to the Permitted Lease
      Balance.

     

    (f) No
      right
      or remedy hereunder or under any other Operative Document shall be exclusive
      of
      any other right, power or remedy, but shall be cumulative and in addition to
      any
      other right or remedy hereunder or now or hereafter existing by law or in
      equity, and the exercise by a party hereto of any one or more of such rights,
      powers or remedies shall not preclude the simultaneous exercise of any or all
      of
      such other rights, powers or remedies. Any failure to insist upon the strict
      performance of any provision hereof or to exercise any option, right, power
      or
      remedy contained herein shall not constitute a waiver or relinquishment thereof
      for the future. The Lessor, the Note Holders, the Agent and the Company shall
      be
      entitled to injunctive relief in case of the violation or attempted or
      threatened violation of any of the provisions hereof by any other party hereto,
      a decree compelling performance of any of the provisions hereof or any other
      remedy allowed by law or in equity.

     

    (g) If
      an
      Event of Default occurs and the Company does not elect, and is not deemed to
      have elected, to proceed under Section 6.02(e)(ii), the Company shall use
      commercially reasonable efforts during the 12-month period commencing on the
      date of occurrence of the Event of Default (for purposes of this Section 6.02(g)
      the "Remarketing
      Period")
      to
      obtain bids from unrelated third parties for the Property. All bids received
      by
      the Company will immediately be copied to the Lessor and the Agent in writing,
      setting forth the amount of such bid and the name and address of the Person
      submitting such bid. At the Company's election, the Lessor shall be required
      to
      accept any bona fide bid from an unrelated third party presented to the Lessor
      which will generate Sales Proceeds in an amount at least equal to the
      Termination Value less the amount of the Permitted Lease Balance paid by the
      Company, provided that
      the
      Company shall have certified that such bid was the highest and best bid the
      Company obtained after the exercise of its reasonable efforts, taking into
      account the provision contained in Section 9.20. Any such Sales Proceeds shall
      be applied in accordance with Section 7.01(e).

     

    
      
        
        

      

      
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    Section 6.03.
      Unwind
      Events and Non-Performance Events.
      

     

    (a) Unwind
      Events.
      Notwithstanding anything to the contrary contained herein or in any other
      Operative Document, (i) the occurrence, during the Construction Period, of
      any
      fact, condition or circumstance which would otherwise have constituted an Event
      of Default which (A) is not based on an act of fraud, misapplication of
      funds, illegal acts or willful misconduct on the part of the Company and
      (B) is not based on a Bankruptcy Event, and (ii) the occurrence of a
      Non-Performance Event, each shall constitute an "Unwind
      Event"
      and not
      a Default or an Event of Default solely for the purpose of determining the
      remedies available to the Lessor, the Agent and the Note Holders and for the
      purpose of this Section 6.03, and the provisions of this Section 6.03
      shall control.

     

    (b) Unwind
      Event Procedures.
      After
      the occurrence of an Unwind Event, and within five (5) Business Days after
      the delivery of a Termination Notice, the Company shall either:

     

    (i) (A) pay
      to the Lessor an amount equal to the Residual Value Amount, (B) abandon and
      release its interest in and with respect to the Property, and (C) arrange
      for the sale of the Lessor’s interest in the Property on behalf of the Lessor to
      a third party in an arms length transaction in accordance with Section 6.03(c)
      and, to the extent the Liquidation Property Interest is not sold within the
      Remarketing Period (as defined in Section 6.03(c)(i)), (x) the Company
      shall, as of the end of such Remarketing Period, satisfy each of the applicable
      Return Conditions (provided
      that, if
      such Unwind Event occurs during the Construction Period, the Company shall
      satisfy only those Return Conditions set forth in Sections 9.05(d),
      9.05(f), 9.05(h), 9.05(j), and 9.05(l) of the Lease (but only to the extent
      of the Return Conditions described in the foregoing Sections)) and (y) a
      Liquidation Event shall be deemed to exist; or 

     

    (ii) deliver
      an Offer to Purchase and proceed with the purchase of the Lessor’s interest in
      the Property in accordance with the purchase procedures of Exhibit A
      hereto.

     

    If
      the
      Company pays the Residual Value Amount and the Liquidation Property Interest
      is
      sold as contemplated by Section 6.03(c), then any Sales Proceeds shall be
      applied in accordance with Section 7.01(e). If the Company does not elect
      to proceed under clause (i) above or does not satisfy the requirements
      of clause (i) above, the Company shall be deemed to have elected to proceed
      under clause (ii) above.

     

    (c) Remarketing
      Upon Unwind Event.
      

     

    (i) If
      an
      Unwind Event occurs and the Company does not elect to proceed under
      Section 6.03(b)(ii), the Company shall use reasonable efforts during
      the 12-month period commencing on the date of occurrence of the Unwind
      Event (for purposes of this Section 6.03(c), the "Remarketing
      Period")
      to
      obtain bids from unrelated third parties for the Liquidation Property Interest.
      All bids received by the Company will immediately be copied to the Lessor and
      the Agent in writing, setting forth the amount of such bid and the name and
      address of the Person submitting such bid. At the Company's election, the Lessor
      shall be required to accept any bona fide bid from an unrelated third party
      presented to the Lessor which will generate Sales Proceeds in an amount at
      least
      equal to the Termination Value (less the amount of the Residual Value Amount
      previously paid by the Company), provided
      that the
      Company shall have certified that such bid was in its reasonable judgment the
      highest and best bid the Company obtained after the exercise of its reasonable
      efforts, taking into account the provisions contained in Section 9.20. Any
      such Sales Proceeds shall be applied in accordance with Section
      7.01(e).

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    (ii) If
      the
      Liquidation Property Interest shall not have been sold before the expiration
      of
      the Remarketing Period, the Lessor may (in addition to all other remedies the
      Lessor may have in connection with the occurrence of a Liquidation Event),
      if
      not already completed, complete or cause the completion of the construction
      of
      the Property. In such event, upon completion of the construction of the
      Property, each of the Lessor and the Company shall be free to solicit bids
      for
      the Liquidation Property Interest from unrelated third parties.

     

    (d) Non-Performance
      Events.
      Notwithstanding anything to the contrary contained herein, if at any time any
      Event of Default described in (i) Sections 6.01(b) or 6.01(d) occurs
      and, in each case, such event is specifically premised upon a Material Adverse
      Effect standard or a "materiality" or "material" standard, or in (ii) Section
      6.01(i), (j), (k), (l) or (q) occurs and, in each case, such event does not
      relate solely to the Guarantor or Lessee, then any occurrence with respect
      thereto shall not constitute a Default or an Event of Default but shall be
      deemed a "Non-Performance
      Event"
      and the
      provisions of Sections 6.03(b) and 6.03(c) shall control mutatis
      mutandis as though an Unwind Event shall have occurred.

     

    (e) Maximum
      Residual Value Amount.
      Notwithstanding anything contained herein or in any other Operative Document
      to
      the contrary, upon the occurrence and during the continuance of an
      Non-Performance Event or an Unwind Event, so long as the Company complies with
      clause (i) of Section 6.03(b), the aggregate maximum recourse liability of
      the
      Company to the Lessor or any Person claiming by, through or under the Lessor
      in
      accordance with the Operative Documents with respect to such Non-Performance
      Event or Unwind Event shall be limited to the Residual Value
      Amount.

     

    Section 6.04.
      Offer
      to Purchase by the Company.
      At any
      time upon thirty (30) days prior written notice to the Agent and the
      Lessor, the Company may, in its sole discretion, deliver to the Lessor and
      the
      Agent, an Offer to Purchase and purchase the Lessor's interest in the Property
      in accordance with the purchase procedures of Exhibit A
      hereto.

     

    Section 6.05.
      Termination
      After Event of Loss.
      (a) If
      (i) an Event of Loss occurs with respect to the Property during the Construction
      Period (ii) such Event of Loss is a Fully Indemnifiable Event and (iii) and
      the
      Company or the Lessor has delivered a Termination Notice pursuant to
      Section 6(d) of the Agency Agreement, then on the thirtieth (30th) day
      after delivery of such Termination Notice, the Company shall (x) be
      required to pay to the Lessor the Permitted Lease Balance, (y) release its
      interest in the Property subject to the Company's rights pursuant to
      Section 6.08 and (z) abandon the Property.

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    (b) If
      (i) an
      Event of Loss occurs with respect to the Property during the Construction
      Period, (ii) such Event of Loss is not a Fully Indemnifiable Event, (iii) the
      Company or the Lessor has delivered a Termination Notice pursuant to Section
      6(d) of the Agency Agreement, and (iv) the Company has satasfied the other
      applicable requirements under the Operative Documents as a result of such
      termination, the Company shall have no financial or other obligations under
      any
      of the Operative Documents except (1) specific obligations of the Company
      in respect of Fully Indemnifiable Events that accrued prior to such termination
      and (2) obligations of the Lessee arising out of any Event of Default which
      (A) are independent of such Event of Loss, (B) do not occur solely as
      a result of such Event of Loss and (C) occur prior to such Event of Loss.
      Upon termination of the Operative Documents as a result of the occurrence of
      such Event of Loss, the Company shall use reasonable efforts during the 12-month
      period commencing on the date of such termination to obtain bids from unrelated
      third parties for the Property. All bids received by the Company will be
      immediately copied to the Lessor and the Agent in writing, setting forth the
      amount of such bid and the name and address of the Person submitting such
      bid.

     

    (c) If
      an
      Event of Loss occurs with respect to the Property on or after the Completion
      Date and the Company or the Lessor has delivered a Termination Notice pursuant
      to Section 7.02 or 7.06 of the Lease, then on the thirtieth (30th) day
      after delivery of such Termination Notice, the Company shall (x) be
      required to pay to the Lessor the Permitted Lease Balance, (y)  release its
      interest in the Property and (z) abandon the Property.

     

    (d) The
      foregoing provisions of this Section 6.05 shall in no event preclude the
      Company from proceeding under Section 6.04.

     

    Section 6.06.
      Options
      Upon Expiration.
      If no
      Extension Term will become effective at the then applicable Expiration Date
      pursuant to Section 3.02 of the Lease, the Lessee will elect, by written
      notice given at least twelve (12) months prior to such Expiration Date,
      either to:

     

    (a) deliver
      an Offer to Purchase and purchase the Lessor’s interest in the Property in
      accordance with the purchase procedures of Exhibit A
      hereto;
      or

     

    (b) so
      long
      as no Default, Event of Default or Non-Performance Event has occurred and is
      continuing, and subject to the satisfaction of the Return Conditions set forth
      in Section 9.05 of the Lease and the other provisions set forth in
      Article IX of the Lease and subject to the remarketing provisions set forth
      in Section 6.07, terminate the Lease, abandon the Property and release all
      of its interest therein as of the then applicable Expiration Date and pay to
      the
      Lessor, on such Expiration Date, in addition to any Fixed Rent and Additional
      Rent then due and payable, an amount equal to the Residual Value
      Amount.

     

    
      
        
        

      

      
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    If,
      the
      Lessee is unable to satisfy one or more of the conditions set forth in
      Section 6.07 or Article IX of the Lease, or fails to timely make an
      election as provided in this Section 6.06, then the Lessee will be deemed
      to have elected to proceed under Section 6.06(a).

     

    Section 6.07.
      Remarketing
      Upon Termination at Lease Expiry.
      Upon
      the election to terminate the Lease pursuant to Section 6.06(b), the Lessee
      shall use reasonable efforts during the period commencing on the date of the
      Lessee's delivery of notice to elect to proceed under Section 6.06(b) and
      ending on the Expiration Date (for purposes of this Section 6.07 the
      "Remarketing
      Period")
      to
      obtain bids from unrelated third parties for the Liquidation Property Interest.
      All bids received by the Lessee will immediately be copied to the Lessor and
      the
      Agent in writing, setting forth the amount of such bid and the name and address
      of the Person submitting such bid. At the Lessee's election, the Lessor shall
      be
      required to accept any bona fide unrelated third party bid presented to the
      Lessor which will generate Sales Proceeds (net of Closing Costs) in an amount
      at
      least equal to the Termination Value (less the Residual Value Amount paid by
      the
      Company), provided
      that the
      Lessee shall have certified that such bid was, in the Company's reasonable
      commercial judgment, the best bid the Lessee obtained after the exercise of
      its
      reasonable efforts, taking into account the provisions contained in
      Section 9.20. Any such Sales Proceeds shall be applied in accordance with
      Section 7.01(e). If the Liquidation Property Interest is not sold or
      otherwise transferred on or before the Expiration Date, a Liquidation Event
      shall be deemed to exist. The Lessee will be entitled to receive from the Lessor
      reasonable compensation for services rendered pursuant to this
      Section 6.07, in such amounts as may be agreed upon by the Lessor and the
      Lessee prior to the commencement of the Remarketing Period. If the Sales
      Proceeds (net of Closing Costs) are less than the Termination Value minus the
      Residual Value Amount paid by the Company, and it shall have been determined
      (pursuant to a current Appraisal of the Property by the Appraiser, at the cost
      and expense of the Lessee) that the fair market value of the Property shall
      have
      been impaired by excessive wear and tear, by reason of non-compliance by the
      Lessee of the maintenance provisions of the Lease, or by reason of any
      restoration, replacement or Alteration (or removal of any Alteration) done
      to
      the Property by the Lessee during the Lease Term, the Lessee shall pay to the
      Lessor within ten (10) days after receipt of the Lessor's written statement
      the amount of the decrease in the fair market value of the Property attributable
      to such excess wear and tear as determined by the Appraiser (the "Contingent
      Rent");
      provided,
      however,
      that
      Contingent Rent will not exceed an amount equal to the Termination Value minus
      the sum of (i) the Residual Value Amount paid by the Company and
      (ii) Sales Proceeds (net of Closing Costs).

     

    Section 6.08.
      Remarketing
      Upon Event of Loss.
      Upon
      the delivery of a Termination Notice pursuant to Section 6.05(a) or (c),
      the Company shall use reasonable efforts during the 12-month period
      commencing on the date of the delivery of such Termination Notice (for purposes
      of this Section 6.08 the "Remarketing
      Period")
      to
      obtain bids from unrelated third parties for the Liquidation Property Interest.
      All bids received by the Company, will immediately be copied to the Lessor
      and
      the Agent in writing, setting forth the amount of such bid and the name and
      address of the Person submitting such bid. At the Company's election, the Lessor
      shall be required to accept any bona fide unrelated third party bid presented
      to
      the Lessor which will generate Sales Proceeds (net of Closing Costs) in an
      amount at least equal to the Termination Value (as reduced as a result of any
      previous payment of Permitted Lease Balance), provided
      that the
      Company shall have certified that such bid was, in the Company's reasonable
      commercial judgment, the best bid the Company obtained after the exercise of
      its
      reasonable efforts, taking into account the provisions contained in
      Section 9.20. Any such Sales Proceeds shall be applied in accordance with
      Section 7.01(e).

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    Section 6.09.
      Power
      of Sale and Rights Upon a Liquidation Event.
      Notwithstanding anything to the contrary contained in any Operative Document,
      upon the occurrence of a Liquidation Event, the following provisions shall
      be
      applicable:

     

    (a) Liquidation
      Event.
      If
      (i) a Termination Notice has been delivered by reason of the occurrence of
      an Event of Default or (ii) a Termination Notice has been delivered (other
      than by reason of an Event of Default) or the Company's right to possess the
      Property has otherwise been terminated and the Liquidation Property Interest
      has
      not been purchased or otherwise transferred or the applicable Remarketing Period
      has expired (each of (i) and (ii) being a "Liquidation
      Event"),
      the
      Agent (with prior written notice to the Company), upon the written request
      of
      the Majority Holders and receipt by the Agent of such additional indemnification
      in form and substance reasonably satisfactory to the Agent as the Agent may
      promptly and reasonably request, shall (x) with or without entry, personally
      or
      by its agents or attorneys, take all steps to protect and enforce any rights
      and
      remedies the Lessor and the Note Holders (or the Agent on their behalf) may
      have
      pursuant to the Operative Documents, by appropriate Proceedings and/or (y)
      sell
      or transfer the Liquidation Property Interest to any unrelated third party
      as
      the Agent (at the written direction the Majority Holders) may designate, for
      any
      purchase price acceptable to the Majority Holders. Any proceeds realized upon
      the sale, transfer or other disposition of the Liquidation Property Interest
      caused by a Liquidation Event shall be applied in accordance with
      Section 7.01(e).

     

    (b) Rights
      of Note Holders.
      Upon
      the occurrence of a Liquidation Event, any and all of the Note Holders shall
      have the option (the "Senior
      Takeout Option")
      to
      purchase all but not less than all of the Investments from the Lessor. The
      Senior Takeout Option shall be exercisable by written notice (the "Senior
      Takeout Notice")
      to the
      Agent and the Lessor at a price, payable by wire transfer of immediately
      available funds, equal to the Investment Liquidation Amount, plus any other
      sums
      then due and owing to the Lessor under the Operative Documents and any Break
      Costs in connection with or as a result of such sale or realization by the
      Lessor (the "Senior
      Takeout Price").
      Upon
      exercising its Senior Takeout Option, such Note Holders shall have an
      irrevocable obligation to purchase all of the Investments or, if more than
      one
      Note Holder has exercised the Senior Takeout Option, a percentage of the
      Investments equal to (A) the unpaid principal amount of the Notes held by
      such Note Holders over (B) the aggregate unpaid principal amount of the
      Notes held by the Note Holders exercising the Senior Takeout Option. The
      purchase of the Investments (the “Senior
      Takeout”)
      shall
      take place within five (5) Business Days (the "Senior
      Takeout Period")
      after
      the receipt by the Lessor of the Senior Takeout Notice.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    (c) Rights
      of the Lessor.
      The
      Lessor shall have the option (the "Junior
      Takeout Option")
      to
      purchase all but not less than all of the Notes from the Note Holders. The
      Junior Takeout Option shall be exercisable by written notice (the "Junior
      Takeout Notice")
      to the
      Agent and the Note Holders at a price, payable by wire transfer of immediately
      available funds, equal to the entire accrued and unpaid interest on and
      aggregate principal amount of the Notes, plus any other sums then due and owing
      to the Note Holders under the Operative Documents and any Break Costs in
      connection with or as a result of such sale or realization by the Note Holders
      (the "Junior
      Takeout Price").
      Upon
      exercising its Junior Takeout Option, the Lessor shall have an irrevocable
      obligation to purchase all of the Notes. The purchase of the Notes (the
“Junior
      Takeout”)
      shall
      take place within five (5) Business Days (the "Junior
      Takeout Period")
      after
      the receipt by the Note Holders of the Junior Takeout Notice.

     

    Section 6.10.
      Sales
      of Liquidation Property Interest.
      In
      connection with any sale of the Liquidation Property Interest pursuant to
      Sections 6.03, 6.07, 6.08 or 6.09, the Company shall (i) execute and deliver
      all
      documents and instruments reasonably requested by the Lessor or the applicable
      unrelated third party purchaser in order to transfer and assign to such
      unrelated third party purchaser all of the Company’s interest under the Ground
      Lease and (ii) use all commercially reasonable efforts to obtain the consent
      of
      the Port to such transfer and assignments in accordance with the terms and
      provisions of the Ground Lease.

     

    ARTICLE VII

     

    APPLICATION
      OF FUNDS AND

    NET
      PROCEEDS; PREPAYMENT OF INSTRUMENTS

     

    Section 7.01.
      Application
      of Funds.
      Moneys
      received by the Lessor (or the Agent on behalf of the Lessor) shall be applied
      as follows:

     

    (a) Fixed
      Rent.
      Moneys
      received representing Fixed Rent shall be applied:

     

    (i) first,
      to the
      payment of accrued and unpaid interest on the Notes, ratably in respect of
      the
      claims of the Note Holders; and

     

    (ii) second,
      the
      excess, if any to the payment of accrued and unpaid Distributions due and owing
      to the Lessor.

     

    (b) Additional
      Rent (other than Contingent Rent).
      Moneys
      received representing Additional Rent (other than Contingent Rent) shall be
      applied:

     

    (i) first,
      to the
      purposes for which such moneys were paid; and

     

    (ii) second,
      the
      excess, if any, to the Company.

     

    
      
        
        

      

      
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    (c) Termination
      Value and Permitted Lease Balance.
      Moneys
      received as payment of the Termination Value or Permitted Lease Balance shall
      be
      applied:

     

    (i) first,
      to the
      payment of the Outstanding Notes at 100% of the outstanding principal
      amount thereof, together with accrued and unpaid interest thereon to the date
      of
      payment, ratably in respect of the claims of the Note Holders;

     

    (ii) second,
      the
      excess, if any, to the payment of any unpaid amounts in respect of Unreimbursed
      Losses of the Note Holders together with interest thereon, from the date of
      incurrence through the date of such payment, at a rate per annum equal to the
      Applicable Unreimbursed Loss Rate, and any and all other amounts due and owing
      under the Operative Documents to or for the benefit of, the Note
      Holders;

     

    (iii) third,
      the
      excess, if any, to the payment of the Investments at a price equal to the
      Investment Liquidation Amount through the date of payment;

     

    (iv) fourth,
      the
      excess, if any, to the payment of any unpaid amounts in respect of Unreimbursed
      Losses of the Lessor together with interest thereon, from the date of incurrence
      through the date of such payment, at a rate per annum equal to the Applicable
      Unreimbursed Loss Rate, and any and all other amounts due and owing under the
      Operative Documents to or for the benefit of, the Lessor;

     

    (v) fifth,
      the
      excess, if any, to the payment of Closing Costs; and

     

    (vi) sixth,
      the
      excess, if any, to the Company.

     

    (d) Residual
      Value Amount.
      Notwithstanding anything to the contrary herein, moneys received representing
      payment of the Residual Value Amount shall be applied:

     

    (i) first,
      to the
      payment of the Outstanding A-Notes at 100% of the outstanding principal
      amount thereof, together with accrued and unpaid interest thereon to the date
      of
      payment, ratably in respect of the claims of the A-Note Holders;
      and

     

    (ii) second,
      the
      excess, if any, to the payment of the Outstanding B-Notes at 100% of the
      outstanding principal amount thereof together with accrued and unpaid interest
      thereon to the date of payment, ratably in respect of the claims of the B-Note
      Holders.

     

    (e) Sales
      Proceeds.
      Moneys
      received as payment of Sales Proceeds shall be applied:

     

    (i) first,
      to the
      payment of amounts to reimburse the Lessor, the Agent or any Note Holder for
      Protective Expenditures made by such Person in accordance with
      Section 9.23;

     

    (ii) second,
      to the
      payment of Closing Costs;

     

    
      
        
        

      

      
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    (iii) third,
      the
      excess, if any, to the payment of the Outstanding Notes at 100% of the
      outstanding principal amount thereof, together with accrued and unpaid interest
      thereon to the date of payment, ratably in respect of the claims of the Note
      Holders;

     

    (iv) fourth,
      the
      excess, if any, to the payment of any unpaid amounts in respect of Unreimbursed
      Losses of the Note Holders, together with interest thereon from the date of
      incurrence through the date of such payment, at a rate per annum equal to the
      Applicable Unreimbursed Rate and any and all other amounts due and owing by
      the
      Company under the Operative Documents to or for the benefit of, the Note
      Holders;

     

    (v) fifth,
      the
      excess, if any, to the payment of the Investments, together with accrued and
      unpaid Distributions thereon to the date of payment;

     

    (vi) sixth,
      the
      excess, if any, to the payment of any unpaid amounts in respect of Unreimbursed
      Losses of the Lessor, together with interest thereon from the date of incurrence
      through the date of such payment, at a rate per annum equal to the Applicable
      Unreimbursed Loss Rate and any and all other amounts due and owing by the
      Company under the Operative Documents to or for the benefit of, the Lessor;
      and

     

    (vii) seventh,
      the
      excess, if any, to the Company.

     

    (f) Payments
      Under the Instrument Guaranty.
      Notwithstanding anything to the contrary herein, moneys received representing
      payment under the Instrument Guaranty shall be applied:

     

    (i) if
      paid
      during the continuance of an Event of Default, in accordance with
      Section 7.01(c); or

     

    (ii) in
      all
      other cases, in accordance with Section 7.01(d).

     

    (g) Contingent
      Rent.
      Moneys
      received as payment of Contingent Rent shall be applied in accordance with
      Section 7.01(e).

     

    (h) Recoveries.
      Monies
      received by the Lessor or the Company, as Construction Agent, as payment of
      any
      Recoveries shall be applied:

     

    (i) first,
      to the
      payment of all costs any expenses incurred in connection with such Recoveries
      (including, without limitation, attorney fees incurred in recovering such
      Recoveries);

     

    (ii) second,
      to the
      payment of claims or losses relating to such Recoveries;

     

    (iii) third,
      the
      excess, if any, to the payment of Actual Project Costs;

     

    (iv) fourth,
      the
      excess, if any, to the payment of any unpaid amounts in respect of Unreimbursed
      Losses, together with interest thereon, from the date of incurrence through
      the
      date of such payment, at a rate per annum equal to the Applicable Unreimbursed
      Loss Rate, and any other amounts due and owing under the Operative Documents
      to
      or for the benefit of the Note Holders and the Lessor; and

     

    
      
        
        

      

      
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    (v) fifth,
      the
      excess, if any, to the Company (or its designee).

     

    (i) Other
      Payments.
      Any
      sums other than sums representing Fixed Rent, Additional Rent, Termination
      Value, Sales Proceeds, Residual Value Amount, Permitted Lease Balance, payments
      under the Instrument Guaranty, Recoveries and Net Proceeds received by the
      Lessor under the Operative Documents (including Advances and/or Investments
      made
      on behalf of or by the Lessor to pay interest to the Note Holders and
      Distributions) shall be applied:

     

    (i) first,
      to the
      purposes for which such moneys were paid pursuant thereto; and

     

    (ii) second,
      the
      excess, if any, to the Company.

     

    Section 7.02.
      Net
      Proceeds.
      Moneys
      received by the Proceeds Trustee under the Operative Documents as Net Proceeds
      and (during the Construction Period) Remaining Net Proceeds shall be segregated
      and held in trust by the Proceeds Trustee and shall be applied as
      follows:

     

    (a) Prior
      to the Completion Date.
      Prior
      to the Completion Date, if no Termination Notice has been delivered with respect
      to an Event of Loss, the Net Proceeds and Remaining Net Proceeds with respect
      to
      the Property shall be applied as follows:

     

    (i) first,
      to the
      Construction Agent in accordance with the terms of Section 6(a)(iv) of the
      Construction Agency Agreement for the rebuilding, replacement, repair or
      remediation of the Property;

     

    (ii) second,
      the
      excess, if any, shall be paid (A) to the Company upon the commencement of
      the Lease Term or (B) if an Event of Default, an Unwind Event or an
      Environmental Trigger shall have occurred and be continuing upon commencement
      of
      the Lease Term, the Proceeds Trustee shall retain such Net Proceeds and
      Remaining Net Proceeds until such Event of Default, Environmental Trigger or
      Unwind Event is cured or waived, in which case such Net Proceeds shall be paid
      to the Company, subject to Section 7.02(c).

     

    (b) During
      the Base Term.
      During
      the Base Term, if no Termination Notice has been delivered with respect to
      an
      Event of Loss, the Net Proceeds shall be applied as follows:

     

    (i) first,
      to the
      Lessee in accordance with the terms of Article VII of the Lease for the
      rebuilding, replacement, repair or remediation of the Property;

     

    (ii) second,
      the
      excess, if any, shall be paid (A) to the Lessee or (B) if an Event of
      Default, an Unwind Event or an Environmental Trigger shall have occurred and
      be
      continuing, the Proceeds Trustee shall retain such Net Proceeds until such
      Event
      of Default, Environmental Trigger or Unwind Event is cured or waived, in which
      case such Net Proceeds shall be paid to the Lessee, subject to
      Section 7.02(c).

     

    
      
        
        

      

      
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    (c) Upon
      Termination.
      If a
      Termination Notice has been delivered, any Net Proceeds and Remaining Net
      Proceeds held by the Construction Agent or the Proceeds Trustee or which may
      be
      paid to the Construction Agent or the Proceeds Trustee shall be paid to the
      Agent and shall be applied in accordance with Section 7.01(e) as if such
      Net Proceeds and Remaining Net Proceeds constituted Sales Proceeds.

     

    Section 7.03.
      Prepayment
      of Notes and Investments.

     

    (a) General.
      Notwithstanding anything to the contrary contained in any of the Operative
      Documents, no prepayment of any Notes or the Investments may be made pursuant
      to
      Section 7.03(c), (i) unless in the case of a prepayment in full of the
      Notes and the Investments, the entire outstanding principal amount of the Notes,
      together with interest accrued thereon and all other sums due in respect of
      the
      Notes has been first paid in full, and (ii) except to the extent and in the
      manner otherwise expressly permitted or required hereby. Any prepayment of
      the
      Notes and the Investments required or permitted to be made by this
      Section 7.03 shall be made in accordance with the provisions of this
      Section 7.03 and except as set forth in Section 7.03(c) shall be
      (i) with respect to the Notes, at 100% of the then outstanding
      principal amount of the Notes so prepaid, together with accrued and unpaid
      interest thereon to the date of prepayment and, as applicable, any Additional
      Costs or other amounts owing under any of the Operative Documents and any unpaid
      amounts in respect of Unreimbursed Losses or (ii) with respect to the
      Investments, at a price equal to the Investment Liquidation Amount owing as
      of
      the prepayment date, and as applicable, any Additional Costs or other amounts
      owing under any of the Operative Documents and any unpaid amounts in respect
      of
      Unreimbursed Losses. Except as set forth in Section 7.03(c), unless the
      principal amount of the Notes is to be prepaid (together with all accrued and
      unpaid interest thereon to the date of prepayment) in full simultaneously
      therewith, prepayment of the Investments will not be permitted.

     

    (b) Notice
      of Prepayment; Termination of Interest and Distributions on Prepayment
      Date.
      In case
      of any prepayment of any of the Notes or the Investments, notice thereof shall
      be given by the Lessor to the Agent, if the Lessor has notice thereof, and
      the
      Agent shall give such notice to the Note Holders and the Lessor of such
      prepayment at least fifteen (15) days (if practicable, and if not, as soon
      as it is practicable for the Lessor or the Agent, as applicable, to give such
      notice) and not more than sixty (60) days prior to the date fixed for
      prepayment or cancellation. Upon the receipt by the Lessor of the Termination
      Value or Permitted Lease Balance or on the delivery by or receipt by the Lessor
      of a Termination Notice, the Lessor shall give notice of such prepayment to
      the
      Agent which shall give notice to the Note Holders. Each notice of prepayment
      shall specify the date fixed for prepayment, the Notes and the Investments
      subject to prepayment and shall be accompanied by all documents relating to
      such
      prepayment. Interest or Distributions on the Notes and the Investments subject
      to prepayment shall cease to accrue or become due upon the date fixed for
      prepayment unless default shall be made in the payment of the price payable
      upon
      the prepayment thereof.

     

    
      
        
        

      

      
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    (c) Permitted
      Prepayments.
      Prepayment of the Notes and the Investments prior to the Maturity Date will
      be
      permitted and made upon the receipt by or on behalf of the Lessor of
      (A) the Residual Value Amount, or the Sales Proceeds relating thereto or
      (B) the Termination Value or Permitted Lease Balance, in each case in
      compliance with the Operative Documents.

     

    ARTICLE VIII

     

    THE
      AGENT

     

    Section 8.01. Authorization
      and Action.
      Each
      Note Holder and the Lessor hereby appoints and authorizes the Agent to take
      such
      action as the Agent on behalf of the Note Holders and the Lessor and to exercise
      such powers under this Agreement and the other Operative Documents as are
      delegated to the Agent by the terms hereof and thereof, together with such
      powers as are reasonably incidental thereto (including any delegation by the
      Lessor of its collection and disbursement functions). The Lessor hereby appoints
      and authorizes the Agent to collect, disburse, invest and otherwise administer
      on the Lessor's behalf all funds paid or payable to the Agent and the Lessor
      hereunder or under any of the Operative Documents, in each case in accordance
      with the terms thereof, and the Lessor, shall not be liable for the actions
      or
      inactions of the Agent in connection with the Agent's collection, disbursement
      and administration of such funds and shall have no duty to supervise the actions
      of the Agent. As to any matters not expressly provided for by this Agreement
      or
      the other Operative Documents, the Agent shall not be required to exercise
      any
      discretion or take any action, but shall be required to act or to refrain from
      acting (and shall be fully protected in so acting or refraining from acting)
      upon the instructions of the Majority Holders (except actions requiring the
      consent of all Note Holders and/or the Lessor, in which case the Agent shall
      act
      or refrain from acting upon instructions consented to by all Note Holders and/or
      the Lessor), and such instructions shall be binding upon all Note Holders and
      the Lessor; provided,
      however,
      that
      the Agent shall not be required to take any action which exposes the Agent
      to
      personal liability or which is contrary to this Agreement or applicable Law.
      The
      Agent agrees to give to each Note Holder and the Lessor prompt notice of each
      notice given to it by the Company pursuant to the terms of the Operative
      Documents and agrees to give each Note holder prompt Notice of each Notice
      given
      to it by the Lessor pursuant to the terms of the Operative
      Documents.

     

    Section 8.02. Agent's
      Reliance, Etc.
      Neither
      the Agent nor any of its Affiliates or Subsidiaries, nor any of the directors,
      officers, agents or employees of any of them, shall be liable for any action
      taken or omitted to be taken by it or them under or in connection with this
      Agreement or the other Operative Documents, except for its or their own gross
      negligence or willful misconduct, it being the intent that such Persons shall
      not be liable for any such action or inaction that constitutes ordinary
      negligence. Without limiting the generality of the foregoing, the Agent:
      (i) may consult with legal counsel, independent public accountants and
      other experts selected by it and shall not be liable for any action taken or
      omitted to be taken in good faith by it in accordance with the advice of such
      counsel, accountants or experts; (ii) makes no warranty or representation
      to any Note Holder or the Lessor and shall not be responsible to any Note Holder
      or the Lessor for any statements, warranties or representations made in or
      in
      connection with this Agreement or the other Operative Documents;
      (iii) shall not have any duty to ascertain or to inquire as to the
      performance or observance of any of the terms, covenants or conditions of this
      Agreement or the other Operative Documents on the part of the Company or the
      Guarantor or to inspect the Property (including the books and records) of the
      Company or the Guarantor; (iv) shall not be responsible to any Note Holder
      or the Lessor for the due execution, legality, validity, enforceability,
      genuineness, sufficiency or value of this Agreement or the other Operative
      Documents or any other instrument or document furnished pursuant hereto or
      thereto; (v) shall have no duty to verify any Requisition or the
      authenticity of any signature appearing on any Requisition other than to compare
      such signature with incumbency certificates provided by the Construction Agent
      listing Officers of the Construction Agent authorized to execute Requisitions;
      and (vi) shall incur no liability under or in respect of this Agreement or
      the other Operative Documents by acting upon any notice, consent, certificate
      or
      other instrument or writing in accordance with the terms hereof or thereof
      believed by it to be genuine and signed or sent by the proper party or
      parties.

     

    
      
        
        

      

      
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    Section 8.03.
      CNAI
      and Affiliates.
      CNAI
      and any of its Affiliates, if acting as Note Holder and/or the Lessor, shall
      have the same rights and powers under this Agreement and the other Operative
      Documents as any other Note Holder or the Lessor and may exercise the same
      as
      though CNAI or such Affiliate were not the Agent; and the terms "Note Holder"
      or
      "Note Holders" and "Lessor" shall, unless otherwise expressly indicated, include
      CNAI in its individual capacity or any such Affiliate, and CNAI and its
      Affiliates may accept deposits from, lend money to, act as trustee under
      indentures of, and generally engage in any kind of business with, the Company,
      the Guarantor and any Subsidiary of the Company or the Guarantor and any Person
      who may do business with or own securities of the Company, the Guarantor or
      any
      Subsidiary of the Company or the Guarantor, all as if CNAI were not the Agent
      and without any duty to account therefor to the Note Holders and the
      Lessor.

     

    Section 8.04. Credit
      Decision.
      Each
      Note Holder and the Lessor acknowledges that it has, independently and without
      reliance upon the Agent, the Lessor or any other Note Holder and based on such
      documents and information as it has deemed appropriate, made its own credit
      analysis and decision to enter into this Agreement and the other Operative
      Documents to which it is a party. Each Note Holder and the Lessor also
      acknowledges that it will, independently and without reliance upon the Agent,
      the Lessor, or any other Note Holder and based on such documents and information
      as it shall deem appropriate at the time, continue to make its own credit
      decisions with respect to this Agreement or any of the other Operative
      Documents.

     

    Section 8.05. Indemnification.
      The
      Note Holders and the Lessor agree to indemnify the Agent, ratably according
      to
      the respective aggregate principal amount of the Notes and the Investments
      then
      held by each Note Holder or the Lessor, as the case may be (or if the Notes
      and
      the Investments have been fully repaid and retired or if any Notes or
      Investments are held by Persons which are not Note Holders or the Lessor,
      ratably according to either (i) the respective aggregate amounts of their
      Note Commitments or Investment Commitment, or (ii) if all such Note
      Commitments and Investment Commitment have terminated, the respective amounts
      of
      the Note Commitments and Investment Commitment terminated), from and against
      any
      and all Losses of any kind or nature whatsoever which may be imposed on,
      incurred by, or asserted against the Agent in any way relating to or arising
      out
      of this Agreement, any other Operative Document or any action taken or omitted
      by the Agent under this Agreement or any other Operative Document; provided
      that
      neither any Note Holder nor the Lessor shall be liable to the Agent for any
      portion of such Losses resulting from the Agent's gross negligence or willful
      misconduct. Without limiting the foregoing, each Note Holder and the Lessor
      agrees to reimburse the Agent promptly upon demand for its ratable share of
      any
      out-of-pocket expenses (including reasonable counsel fees) incurred by the
      Agent
      in connection with the preparation, execution, delivery, administration,
      modification, amendment or enforcement (whether through negotiations, legal
      proceedings or otherwise) of, or legal advice in respect of rights or
      responsibilities under, this Agreement or any other Operative Document to the
      extent that the Agent is not reimbursed for such expenses by the Lessor or
      the
      Company pursuant to any other provision of the Operative Documents.

     

    
      
        
        

      

      
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    Section 8.06. Successor
      Agent.
      The
      Agent may resign at any time as Agent under this Agreement by giving written
      notice thereof to the Note Holders, the Lessor and the Company and may be
      removed at any time with or without cause by the Majority Holders. Upon any
      such
      resignation or removal, the Majority Holders, subject to the consent of the
      Company so long as no Event of Default or Unwind Event has occurred and is
      continuing (which consent shall not be unreasonably withheld, conditioned or
      delayed), shall have the right to appoint a successor Agent which shall be
      a
      commercial bank or trust company organized under the laws of the United States
      of America or any State thereof (or otherwise authorized by Law to conduct
      a
      banking business in the United States or any State thereof) or any other Person
      acceptable to the Majority Holders and (so long as no Event of Default or Unwind
      Event has occurred and is continuing) the Company. If no successor Agent shall
      have been so appointed by the Majority Holders, or if any successor Agent
      appointed shall not have accepted such appointment, in either case, within
      thirty (30) days after the retiring Agent's giving of notice of resignation
      or removal of the retiring Agent by the Majority Holders, then the retiring
      Agent may, on behalf of the Note Holders and the Lessor, appoint a successor
      Agent, which shall be a Note Holder which is a commercial bank organized under
      the laws of the United States of America or of any state thereof and having
      a
      combined capital and surplus of at least $500,000,000. Upon the acceptance
      of
      any appointment as Agent under this Agreement by a successor Agent, such
      successor Agent shall thereupon succeed to and become vested with all the
      rights, powers, privileges and duties of the retiring Agent and shall function
      as the Agent under this Agreement, and the retiring Agent shall be discharged
      from its duties and obligations as Agent (other than those which arise prior
      to
      such Agent's removal or resignation) under this Agreement. After any retiring
      Agent's resignation hereunder as Agent, the provisions of Sections 8.01
      through 8.06 shall inure to its benefit as to any actions taken or omitted
      to be taken by it while it was Agent under this Agreement.

     

    Section 8.07. Certain
      Duties and Obligations.
      (a)
      Notwithstanding anything to the contrary in this Agreement or any other
      Operative Document, the Agent shall not exercise any rights or remedies under
      any of the Operative Documents or give any consent under any of the Operative
      Documents or enter into any agreement amending, modifying, supplementing or
      waiving any provision of any Operative Document unless it shall have been
      directed to do so in writing by the requisite vote of the Note Holders and
      the
      Lessor required under the Operative Documents or, in the absence of an express
      provision, by the Majority Holders.

     

    
      
        
        

      

      
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    (b) The
      Agent
      may execute any of its duties under this Agreement or any Operative Document
      by
      or through agents or attorneys-in-fact and shall be entitled to advice of
      counsel concerning all matters pertaining to such duties.

     

    (c) The
      Agent
      shall be entitled to rely, and shall be fully protected in relying, upon any
      note, writing, resolution, notice, consent, certificate, affidavit, letter,
      cablegram, telegram, telecopy, telex or teletype message, statement, order
      or
      other document or conversation believed by it to be genuine and correct and
      to
      have been signed, sent or made by the proper Person or Persons and upon advice
      and statements of legal counsel, independent accountants and other experts
      selected by the Agent. The Agent shall be fully justified in failing or refusing
      to take action under this Agreement or any other Operative Document (i) if
      such action would, in the reasonable opinion of the Agent, be contrary to Law
      or
      the terms of this Agreement or the other Operative Documents, (ii) if such
      action is not specifically provided for in this Agreement or another Operative
      Document, (iii) if it shall not have received any such advice or
      concurrence of the Majority Holders, as it deems appropriate, or (iv) if,
      in connection with taking of any such action that would constitute an exercise
      of remedies under any Operative Document, it shall not first be indemnified
      to
      its satisfaction against any and all liability and expense which may be incurred
      by it by reason of taking or continuing to take any such action. The Agent
      shall
      in all cases be fully protected in acting, or in refraining from acting, under
      this Agreement or any other Operative Document in accordance with a request
      of
      the Majority Holders (to the extent that the Majority Holders are expressly
      authorized to direct the Agent to take or refrain from taking such action)
      or
      all Note Holders and/or the Lessor (as the case may be), and such request and
      any action taken or failure to act pursuant thereto shall be binding upon the
      Lessor and the Note Holders.

     

    (d) The
      Agent
      shall not be deemed to have actual, constructive, direct or indirect knowledge
      or notice of the occurrence of any Event of Default or Unwind Event unless
      and
      until the Agent has received a written notice or a certificate from the Company,
      the Lessor or the Majority Holders, as the case may be, stating that an Event
      of
      Default or Unwind Event has occurred under the Operative Documents. The Agent
      shall have no obligation whatsoever either prior to or after receiving such
      notice or certificate to inquire whether an Event of Default or Unwind Event
      has
      in fact occurred and shall be entitled to rely conclusively, and shall be fully
      protected in so relying, on any such notice or certificates furnished to it.
      No
      provision of this Agreement or any other Operative Document shall require the
      Agent to expend or risk its own funds or otherwise incur any financial liability
      in the performance of any of its duties hereunder or under any other Operative
      Document or in the exercise of any of its rights or powers, if it shall have
      reasonable grounds for believing that repayment of such funds or adequate
      indemnity against such risk or liability is not reasonably assured to
      it.

     

    (e) The
      Agent
      shall be entitled to reimbursement for reasonable out-of-pocket expenses,
      including the reasonable fees and expenses of its counsel (and any local
      counsel) and of any experts and agents, which the Agent may reasonably incur
      in
      connection with (i) the administration of this Agreement and the other
      Operative Documents or (ii) the exercise or enforcement (whether through
      negotiations, legal proceedings or otherwise) of any of the rights of the
      Lessor, the Agent or the Note Holders hereunder or under the other Operative
      Documents.

     

    
      
        
        

      

      
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    Section 8.08. Record.
      The
      Agent shall maintain at its address listed on Schedule I
      hereto a
      record (the "Record")
      for
      the recordation of the names and addresses of the Note Holders and the Lessor
      and the Note Commitment and the Investment Commitment of, and principal amount
      of the Notes and the amount of the Investments, as applicable, owing to, each
      Note Holder and the Lessor from time to time. The entries in the Record shall
      be
      conclusive and binding for all purposes, absent manifest error, and the Company,
      the Agent, the Lessor and the Note Holders may treat each Person whose name
      is
      recorded in the Record as a Note Holder hereunder for all purposes of this
      Agreement and the other Operative Documents. The Record shall be available
      for
      inspection by the Company, the Lessor or any Note Holder at any reasonable
      time
      and from time to time upon reasonable prior notice.

     

    ARTICLE IX

     

    MISCELLANEOUS

     

    Section 9.01. Survival.
      Except
      as otherwise expressly provided, the parties' obligations under this Agreement
      and in any certificate or other instrument delivered by any party or on such
      party's behalf pursuant to this Agreement shall terminate upon the payment
      in
      full of all amounts then and thereafter due on the Notes and in respect of
      the
      Investments and under any of the Operative Documents. The confidentiality and
      all indemnification provisions contained in this Agreement, including the
      provisions of Sections 5.04, 5.05, 9.06, 9.13, 9.14, 9.16, 9.17, 9.25,
      9.26, 9.27, 9.28 and 9.33 shall each survive the payment in full of all
      amounts then and thereafter due on the Notes and the Investments and due under
      any of the Operative Documents. Such rights and obligations shall survive the
      execution and delivery of any Operative Document, any issuance or disposition
      of
      any of the Notes, the Investments or Distribution relating thereto, any
      disposition of any interest in the Property or the termination of any Operative
      Document, and shall continue in effect regardless of any investigation made
      by
      or on behalf of any party hereto and notwithstanding that any party may waive
      compliance with any other provision of any Operative Document. To the extent
      that any payments made under the Operative Documents are subsequently
      invalidated, declared to be fraudulent or preferential, set aside or required
      to
      be repaid to a trustee, debtor in possession, receiver or other Person under
      any
      Bankruptcy Law, common law or equitable cause, then to such extent, the
      obligation so satisfied shall be revived and continue as if such payment had
      not
      been received and the rights, powers and remedies under this Agreement and
      each
      other Operative Document shall continue in full force and effect. In such event,
      the Operative Documents shall be automatically reinstated and the Company and
      the Lessor shall take such action as may be reasonably requested by the Agent
      and the Note Holders to effect such reinstatement.

     

    
      
        
        

      

      
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    Section 9.02. Notices.
      Unless
      otherwise specifically provided in any Operative Document, all notices,
      consents, directions, approvals, instructions, requests and other communications
      given to any party hereto under any Operative Document shall be in writing
      to
      such party at the address set forth in Schedule I
      hereto
      or at such other address as such party shall designate by notice to each of
      the
      other parties hereto and may be personally delivered (including delivery by
      private courier services) or by telecopy (with a copy of such notice sent by
      private courier service for overnight delivery or by registered or certified
      mail), to the party entitled thereto, and shall be deemed to be duly given
      or
      made when delivered by hand unless such day is not a Business Day, in which
      case
      such delivery shall be deemed to be made as of the next succeeding Business
      Day
      or in the case of telecopy (with a copy of such notice sent by private courier
      service for overnight delivery or by registered or certified mail), when sent
      (as evidenced by confirmation of transmission), so long as it was received
      during normal business hours of the receiving party on a Business Day and
      otherwise such delivery shall be deemed to be made as of the next succeeding
      Business Day.

     

    Section 9.03. Severability.
      If any
      provision hereof or the application thereof to any Person or circumstance shall
      be invalid, illegal or unenforceable, the remaining provisions or the
      application of such provision to Persons or circumstances other than those
      as to
      which it is invalid or enforceable, shall continue to be valid, legal and
      enforceable.

     

    Section 9.04. Amendments,
      Etc.
      No
      amendment or waiver of any provision of this Agreement or of any other Operative
      Document, nor consent to any departure by any party therefrom, shall in any
      event be effective unless the same shall be in writing and signed by the
      Majority Holders and the Company and, in respect of any such waiver or consent,
      such waiver or consent shall be effective only in the specific instance and
      for
      the specific purpose for which it was given; provided,
      however,
      that
      (A) in addition to the requirements above, no amendment, waiver or consent
      shall, unless in writing and signed by all of the affected Note Holders and
      the
      Lessor, do any of the following: (i) increase the Note Commitment or the
      Investment Commitment, (ii) reduce the Applicable Rate with respect to the
      Notes or the Investments or any fees payable hereunder or under any other
      Operative Document to any Note Holder or the Lessor, (iii) postpone any
      date fixed for any payment of principal of the Notes or the Investments, or
      interest or Distributions thereon, or any fees or other amounts payable to
      the
      Note Holders or the Lessor, (B) no amendment, waiver or consent shall,
      unless in writing and signed by all of the Note Holders and the Lessor, do
      any
      of the following: (i) permit the taking of any action which requires the
      signing by all the Note Holders and the Lessor pursuant to the terms of the
      Operative Documents, (ii) amend this Section 9.04; (iii) release
      the Guarantor from any payment obligation under the Guaranty or amend, modify
      or
      waive any provision of the Guaranty relating to the Guarantor's payment
      obligation thereunder; or (iv)  amend the definition of Majority Holders or
      Majority Note Holders; (C) no amendment, waiver or consent shall, unless in
      writing and signed by the Agent, in addition to the parties required above,
      affect the rights or duties of the Agent under this Agreement or any of the
      other Operative Documents; and (D) no amendment, waiver or consent shall,
      unless in writing and signed by the Lessor, in addition to the parties required
      above, affect the rights or duties of the Lessor under this Agreement or any
      of
      the other Operative Documents.

     

    Section 9.05. Headings.
      The
      table of contents and headings of the Articles, Sections and subsections of
      this
      Agreement are for convenience only and shall not affect the meaning of this
      Agreement.

     

    
      
        
        

      

      
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    Section 9.06. Compliance
      Responsibility.
      None of
      the Lessor (notwithstanding the representations and warranties of the Lessor
      in
      Section 3.02), the Agent or any Note Holder shall have any responsibility
      for compliance by the Property (or any portion thereof) or by the Company with
      any Law, engineering standards or practices or other matters.

     

    Section 9.07. Definitions.
      Except
      as otherwise expressly provided in this Agreement, capitalized terms used in
      this Agreement and all schedules and exhibits hereto shall have the respective
      meanings given in Appendix A hereto.

     

    Section 9.08. Benefit.  Nothing
      in this Agreement, whether express or implied, shall be construed to give to
      any
      Person other than the parties to this Agreement and their respective successors
      and permitted assigns any legal or equitable right, remedy or claim under or
      in
      respect of this Agreement and no other Person shall, under any circumstances
      be
      deemed to be a beneficiary of this Agreement.

     

    Section 9.09. Place
      of Payment.
      So long
      as a Note Holder, the Lessor or an Affiliate of a Note Holder or the Lessor
      or a
      bank or institutional investor is the owner of any beneficial interest in the
      Notes or Investments, the Agent will cause all amounts to be paid by the Lessor
      which become due and payable or owing on such beneficial interest in the Notes
      or Investments to be paid by bank wire transfer of immediately available funds
      duly made at the account referenced in Schedule I
      hereto
      or provided in writing by such Person to the Agent, in all cases without
      presentation of any underlying instrument, provided
      that
      upon receipt of payment in full of the Notes the same shall be returned by
      the
      Note Holders to the Lessor marked "canceled".

     

    Section 9.10. Counterparts.
      The
      parties may sign this Agreement in any number of counterparts and on separate
      counterparts, each of which shall be an original, but all of which together
      shall constitute one and the same instrument.

     

    Section 9.11. Governing
      Law and Jurisdiction.
      (a)
      THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE
      LAWS
      OF THE STATE OF NEW YORK.

     

    (b) Each
      of
      the parties hereto hereby irrevocably and unconditionally submits, for itself
      and its properties and assets, to the non-exclusive jurisdiction of any New
      York
      State court or federal court of the United States of America sitting in New
      York
      City, and any appellate court from any thereof, in any action or proceeding
      arising out of or relating to this Agreement or any other Operative Document,
      or
      for recognition or enforcement of any judgment, and each of the parties hereto
      hereby irrevocably and unconditionally agrees that all claims in respect of
      any
      such action or proceeding may be heard and determined in any such New York
      State
      court or, to the extent permitted by Law, in such federal court. Each of the
      parties hereto agrees that a final judgment in any such action or proceeding
      shall be conclusive and may be enforced in other jurisdictions by suit on the
      judgment or in any other manner provided by Law. Nothing in this Agreement
      shall
      affect any right that any party may otherwise have to bring any action or
      proceeding relating to this Agreement, the Notes or the Investments in the
      courts of any jurisdiction.

     

    
      
        
        

      

      
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    (c) Each
      of
      the parties hereto irrevocably and unconditionally waives, to the fullest extent
      it may legally and effectively do so, any objection that it may now or hereafter
      have to the laying of venue of any suit, action or proceeding arising out of
      or
      relating to this Agreement or any other Operative Document in any New York
      State
      or federal court located in New York City. Each of the parties hereto hereby
      irrevocably waives, to the fullest extent permitted by Law, the defense of
      an
      inconvenient forum to the maintenance of such action or proceeding in any such
      court.

     

    Section 9.12. Time;
      Business Day.
      If the
      date scheduled for any payment or action under any Operative Document shall
      not
      be a Business Day, then (unless such Operative Document provides otherwise)
      such
      payment shall be made or such action shall be taken on the next succeeding
      Business Day.

     

    Section 9.13. Transaction
      Costs; Fees.
      Subject
      to Section 1.06(c), the Company shall pay on demand all reasonable charges,
      fees, expenses, disbursements and out-of-pocket costs (collectively,
      "Transaction
      Costs")
      incurred before, on or after the date hereof in connection with the preparation,
      execution, delivery and enforcement after default by the Company of any
      Operative Document, or any other agreement, document or certificate delivered
      pursuant to or required hereby or thereby or any modification, amendment or
      supplement thereto or any waivers or enforcement thereof, including, but without
      duplication:

     

    (i) the
      reasonable fees, expenses and disbursements of each of the Agent, Special
      Counsel, the Appraiser, the Environmental Consultant, Citibank's Technical
      Services Group, the Independent Engineer, outside legal counsel to the Company
      and the Guarantor, and the Company's outside accountants for services rendered
      to such parties in connection with such transactions;

     

    (ii) the
      reasonable fees and expenses of Special Counsel (and any local counsel) with
      respect to advising, as applicable, the Agent, the Note Holders and the Lessor,
      respectively, as to their rights and responsibilities under the Operative
      Documents in connection with the enforcement after default (whether through
      negotiations, legal proceedings, or otherwise) under any of the Operative
      Documents;

     

    (iii) all
      reasonable fees and expenses of the Agent in connection with any document
      reproduction and distribution expenses, stamp or other similar Taxes, fees
      or
      excises, including interest and penalties, and all filing fees, Taxes, and
      expenses in connection with (A) the recording or filing of instruments and
      financing statements in connection with the transactions described in this
      Agreement and (B) the creation, perfection, and maintenance of the security
      interests created by the Operative Documents;

     

    (iv) the
      fees
      and expenses set forth in Schedule II
      hereto;
      and

     

    (v) the
      reasonable fees, expenses and disbursements of any local counsel of the Agent
      or
      Special Counsel, if any, for services rendered during the term of the Operative
      Documents in connection with the filing, continuation or perfection of any
      mortgages, deeds of trust, debentures and any UCC financing or continuation
      statements or any other document or instrument relating to the creation,
      perfection, preservation protection, validity, effectiveness or enforcement
      thereof.

     

    
      
        
        

      

      
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    Section 9.14. Company
      Indemnification.
      (a) The
      Company shall pay, protect, indemnify and hold harmless each Indemnified Party
      on an After Tax Basis from and against, and shall defend all actions against
      any
      Indemnified Party with respect to, any and all liabilities (including but not
      limited to liability for patent or trademark infringement or misuse or
      misappropriation of any intellectual property rights, liability in tort (strict
      or otherwise)), losses, damages, costs, expenses (including but not limited
      to
      reasonable attorneys' fees and expenses of counsel), causes of action, suits,
      claims, demands or judgments of any nature whatsoever (whether or not the
      Indemnified Party is named as or otherwise is a party thereto) with respect
      to
      the transactions contemplated by this Agreement and the other Operative
      Documents based upon, arising out of or otherwise relating to or in respect
      of
      the following (collectively, "Losses"):

     

    (i) any
      injury to, or death of, any natural person, or damage to or loss of property,
      or
      any matters occurring on or resulting from activities using, on or relating
      to
      the Property or any part thereof, including activities which violate any
      Environmental Laws;

     

    (ii) the
      acquisition, ownership, leasing, subleasing, design, construction, operation,
      management, maintenance, occupancy, possession, use, non-use, condition,
      alteration, repair, maintenance, storage, disposition, sale or return of the
      Property or any part thereof;

     

    (iii) any
      violation by the Company or the Guarantor of any of the terms or conditions
      of
      this Agreement, the Lease, the Ground Lease, the Sub-Ground Lease or any of
      the
      other Operative Documents;

     

    (iv) any
      Default, Event of Default, Unwind Event or Environmental Event;

     

    (v) any
      act
      or omission of any of the Company, individually, or as agent under the
      Construction Agency Agreement, or any of its agents, contractors, licensees,
      sublessees, invitees, representatives or any Person for whose conduct the
      Company is legally responsible on or relating to or in connection with the
      acquisition, ownership, leasing, subleasing, construction, assembly, operation,
      management, maintenance, occupancy, possession, use, non-use or condition of
      the
      Property or any part thereof;

     

    (vi) the
      performance of any labor or services or furnishing of any materials or other
      property in respect of the Property or any part thereof; 

     

    (vii) any
      Liens
      (including Losses arising from Liens relating to Permitted Encumbrances (other
      than those described in clause (v) of the definition of "Permitted
      Encumbrances")) and other than Lessor Liens, on or with respect of and to the
      Property or any part thereof; 

     

    
      
        
        

      

      
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    (viii) any
      permitted contest referred to in the Lease;

     

    (ix) any
      breach, violation or default by the Company or its subcontractors, agents,
      or
      any Person for whose conduct the Company is legally responsible under any
      Facility Agreement or contract or agreement directly or indirectly relating
      to
      the Property (or any part thereof) or the transactions to be consummated
      pursuant to the Operative Documents to which the Company is a party or of any
      Legal Requirement or Insurance Requirement;

     

    (x) any
      termination or invalidity of the Lessor's interest in the Property or any part
      thereof (other than pursuant to the Operative Documents);

     

    (xi) the
      non-occurrence of any Funding (except as a result of a breach of such
      Indemnified Party's obligations hereunder or under any other Operative Document)
      and Break Costs associated with any Funding anticipated to be made on any
      Funding Date in each case affecting any Indemnified Party, the Property (or
      any
      part thereof) or the ownership, leasing, management, construction, maintenance,
      occupancy, possession, use, non-use or condition thereof;

     

    (xii) any
      actual or proposed use, by the Company or any of its subcontractors, agents
      or
      any Person for whose conduct the Company is legally responsible, of the proceeds
      of any Advance or Investment;

     

    (xiii) the
      execution, delivery, and performance by the Company of (or in any other way
      related to or arising out of) the Operative Documents or the transactions
      contemplated thereby, or any violation or breach by the Company of such
      documents and agreements;

     

    (xiv) the
      impairment of all access to the Property or any part thereof as required for
      the
      efficient and proper operation of the Property;

     

    (xv) any
      defect or deficiency in or any lack of title to or right of possession or use
      for the Intended Use of the Property which defect, deficiency or absence
      adversely affects (A) the value, marketability, condition, use, ownership,
      leasing, subleasing, construction, assembly, operation, management, maintenance,
      possession, sale or disposition of the Property (or any part thereof) or
      (B) the proper and efficient operation of the Facility (or any portion
      thereof) for the Intended Use; or

     

    (xvi) without
      duplication of any other indemnification required pursuant to this Agreement,
      any Loss the Lessor may incur or be required to pay under Section 9.25,
      including in respect of its indemnification of the Lessor Parties for their
      Losses in respect of matters of the type referred to in the preceding clauses
      of
      this Section 9.14(a) (including without limitation the reasonable fees and
      expenses of separate counsel for the Lessor Parties).

     

    
      
        
        

      

      
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    (b) Notwithstanding
      anything to the contrary contained in this Agreement or the other Operative
      Documents, the Company shall not be required to indemnify or hold harmless
      any
      Indemnified Party against any Losses to the extent arising (x) as a result
      of the fraud, gross negligence
      or willful misconduct of such Indemnified Party, (y) out of events
      occurring after the Expiration Date and the discharge of all of the Company's
      obligations under the Operative Documents or (z) from third-party damage
      claims other than those third-party claims caused by or resulting from any
      actions or failures to act of the Company or any of its subcontractors while
      in
      possession or control of the Property or any part thereof (including, without
      limitation, the failure to comply with any of the Company's obligations
      (including, without limitation, the Insurance Requirements) under the Operative
      Documents); provided
      that
      this clause (z) shall cease to have any force or effect with respect to
      Losses arising on and after the Completion Date. Notwithstanding anything to
      the
      contrary herein, during the Construction Period the Company shall not be
      required to indemnify or hold harmless any Indemnified Party for amounts in
      excess of, the Residual Value Amount, except if such liability arises as a
      result of a Fully Indemnifiable Event. "Indemnified
      Party"
      means
      the Lessor and its successors and permitted assigns. The indemnity set forth
      in
      this Section 9.14 shall not apply to Charges, which shall be exclusively
      governed by Sections 5.04 and 9.26.

     

    (c) The
      obligations of the Company under this Section 9.14 shall survive the
      expiration or any termination of this Agreement, the Lease or any other
      Operative Document (whether by operation of law or otherwise) for all matters
      described in this Section 9.14 which occur or arise prior to such
      expiration or termination or arise out of or result from facts, events, claims,
      liabilities, actions or conditions occurring, arising or existing on or before
      such expiration or termination.

     

    (d) An
      Indemnified Party may demand payment for any Losses incurred by such Indemnified
      Party, as and when incurred, and such demand for indemnification shall be
      accompanied by a brief description of the nature and extent of the Losses as
      well as the circumstances under which indemnification is sought. The Company
      shall pay when due and payable the full amount of such Losses to the appropriate
      party.

     

    (e) The
      Company acknowledges and agrees that (i) its obligations under this
      Section 9.14 are intended to include and extend to any and all liabilities,
      sums paid in settlement of claims, obligations, charges, actions, claims, liens,
      taxes and damages (including punitive damages, penalties, fines, court costs,
      administrative service fees, response and remediation costs, stabilization
      costs, encapsulation costs, treatment, storage or disposal costs) imposed upon
      or incurred by or asserted at any time against the Lessor (whether or not a
      right exists to be indemnified with respect thereto by any other party) based
      upon events or circumstances which occurred prior to the expiration or any
      termination of this Agreement and arising directly or indirectly out of:
      (A) the treatment, storage, disposal, generation, use, transport, movement,
      presence, release, threatened release, spill, installation, emission, injection,
      leaching, dumping, escaping or seeping of any Hazardous Materials at, on, under,
      onto, through or from any Property or any part thereof; (B) the violation
      or alleged violation or any obligation under any Environmental Laws relating
      to
      or in connection with any Property or any part thereof or any acts or omissions
      thereon or relating thereto; (C) the violation, alleged violation or any
      obligation under all national, county, provincial and local laws designed to
      protect the environment or persons or property therein with respect to Hazardous
      Materials, whether now existing or hereinafter enacted, promulgated or issued
      by
      any Governmental Authority, in each case with respect to any property; and
      (D) the Construction Agent's failure to comply with its obligations under
      Sections 6(c) and (d) of the Construction Agency Agreement or the
      Lessee's failure to comply with its obligations under Sections 7.05
      and 7.06 of the Lease, and (ii) the indemnification provided for under
      this Section 9.14(f) shall be subject to the limitations set forth in
      Section 9.14(b) and shall be governed by the procedures set forth in
      Sections 9.14(d) and (e) in each case from and after the Execution
      Date.

     

    
      
        
        

      

      
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    (f) Notwithstanding
      anything in this Section 9.14 to the contrary, Sections 5.04
      and 9.26 shall exclusively control with respect to Charges and Other
      Taxes.

     

    Section 9.15.
      Operative
      Documents; Further Assurances.
      Each of
      the parties hereto does hereby covenant and agree to perform and be governed
      and
      restricted by the Operative Documents to which it is a party and, subject to
      the
      terms and conditions thereof, to take or cause to be taken, all actions and
      to
      do, or cause to be done, all things necessary, proper or advisable in connection
      therewith. The Company, the Lessor, the Agent and the Note Holders shall execute
      and deliver such further instruments and do such further acts as may be
      reasonably necessary to carry out more effectively the purposes of the Operative
      Documents and the transactions contemplated thereby.

     

    Section 9.16.
      Confidentiality.
      (a)
      Except as may otherwise be required by applicable Law or any Governmental
      Authority, each of the parties hereto, other than the Agent and, as applicable,
      its Affiliates, agrees that, subject to Section 5.03, it will maintain the
      confidentiality of the structure of this transaction developed exclusively
      by
      Citigroup other than aspects of the transaction which were (i) already
      known to such party prior to being furnished to it by Citigroup,
      (ii) within the public domain, or (iii) lawfully received by it from
      third parties under no confidentiality constraints.

     

    (b) The
      Lessor, the Agent and each Note Holder agree that unless otherwise required
      by
      Law or by any Governmental Authority or consented to in writing by the Company
      and the Agent and subject to the proviso below and the last sentence of this
      Section 9.16(b), it will maintain the confidentiality of all non-public
      information (i) regarding the financial terms of this transaction or
      (ii) regarding the Company, the Guarantor or the Property which shall be
      furnished to it by or on behalf of the Company in connection with the
      transactions contemplated by the Operative Documents, in accordance with the
      procedures it generally applies to confidential material, and will not use
      such
      non-public information for any purpose except in connection with the
      transactions contemplated by the Operative Documents; provided,
      however,
      that if
      the Operative Documents have been terminated and the Company (or its assignee)
      has not purchased the Property, then none of the Note Holders, the Agent or
      the
      Lessor shall be bound by the confidentiality provisions of this
      Section 9.16(b) with respect to the Property. Notwithstanding the
      foregoing, any Holder may disclose in any marketing, promotional or "pitch"
      material that it is a lender in the lease financing for a facility for testing
      compressors, gas turbines, electric motors, together with all similar and
      associated equipment so long as it does not disclose any non-public information
      regarding the financial terms of this transaction or regarding the Company,
      the
      Guarantor or the Property.

     

    
      
        
        

      

      
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    (c) The
      parties hereto agree not to publish tombstones or other public announcements
      in
      connection with the transactions contemplated hereby without the consent of
      the
      Company and the Agent.

     

    (d) Notwithstanding
      anything to the contrary contained in the Operative Documents, each party hereto
      (and each employee, representative or other agent of such party) may disclose
      to
      any and all Persons, without limitation of any kind, the U.S. tax treatment
      and U.S. tax structure of the transactions contemplated by the Operative
      Documents and all materials of any kind (including opinions or other tax
      analyses) that are provided to such party relating to such U.S. tax treatment
      and U.S. tax structure, other than any information for which nondisclosure
      is
      reasonably necessary in order to comply with applicable securities
      laws.

     

    Section 9.17.
      Interest
      Laws.
      Nothing
      contained in this Agreement or the other Operative Documents shall be deemed
      to
      require the payment of interest, yield or other charges by any Person in excess
      of the amount which may be lawfully charged to that Person under any applicable
      usury laws (the "Maximum
      Rate").
      In
      the event that any Person shall collect moneys under this Agreement or any
      other
      Operative Document which are deemed to constitute interest (including Additional
      Rent) which would increase the effective interest or yield rate to a rate in
      excess of the Maximum Rate, all such sums deemed to constitute interest in
      excess of the Maximum Rate shall, upon such determination, at the option of
      the
      Person to whom such payment was made, be returned to the payor thereof or
      credited against other amounts owed by such payor hereunder or under the other
      Operative Documents.

     

    Section 9.18.
      Financial
      Advisor.
      The
      parties hereto acknowledge and agree that Citigroup, the Company's exclusive
      financial advisor for the transactions contemplated by the Operative Documents,
      is not making any representation or warranty, nor is Citigroup required to
      make
      any disclosure, now or in the future, with respect to the parties' tax or
      accounting treatment of the transactions contemplated by the Operative
      Documents. Each of the parties hereto further acknowledges and agrees that
      (i) Citigroup is not responsible, nor will Citigroup be responsible in the
      future, for tax and accounting advice with respect to the transactions
      contemplated by the Operative Documents, (ii) it has, independently and
      without reliance on Citigroup, made its own analysis and decisions with respect
      to such matters and has had the benefit of the advice of its own independent
      tax
      and accounting advisers with respect to such matters to the extent it has deemed
      appropriate and (iii) it will, independently and without reliance on
      Citigroup, continue to make its own analyses and decisions with respect to
      such
      matters based on such information and advice as it deems appropriate for such
      purposes.

     

    Section 9.19. Securities
      Representation.
      Each
      Note Holder and the Lessor hereby represents that it is acquiring its Notes
      or
      making its Investments, as applicable, for investment for its own account,
      and
      not with a view to or for sale in connection with a distribution of any Note
      or
      the Investments, as applicable, except in compliance with all applicable
      securities laws; provided,
      however,
      that,
      subject to Section 5.03, the disposition of any Note or the Investments, as
      applicable, shall at all times be within its exclusive control.

     

    
      
        
        

      

      
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    Section 9.20. Agreements
      with Respect to the Property.
      (a)
      Upon consummation of the purchase of the Lessor's interest in the Property
      in
      compliance with the Operative Documents, the Lessor, will convey its interest
      in
      the Property without recourse, representation, or warranty of any kind, except
      that the Property will be free and clear of any and all Lessor Liens and Liens
      created by the Operative Documents or otherwise caused by the Lessor or other
      adverse interest of any kind created by the Lessor (except as consented to
      or
      created by or at the request of the Company and except as to any interest
      created by the Lessor upon the exercise of any right under the Operative
      Documents upon any Event of Default, Unwind Event or Environmental
      Trigger).

     

    (b) Upon
      the
      consummation of the purchase of the Property in compliance with the Operative
      Documents, at the request of the Company or the Agent, as applicable, the
      Lessor, and the Agent shall execute releases and termination statements (or
      equivalent documents or instruments) required to release or terminate the Liens
      granted under the Operative Documents with respect to the Property. The Lessor
      and the Agent shall execute the releases and termination statements under the
      direction of the Agent. The Company shall pay all out-of-pocket costs and Taxes
      arising from the preparation, execution, filing, and recording of such releases
      and termination statements other than with respect to the release of Lessor
      Liens which shall be the obligation of the party to whom such Lessor Lien is
      attributable.

     

    Section 9.21.
      WAIVER
      OF TRIAL BY JURY.
      IN ANY
      ACTION OR PROCEEDING UNDER OR RELATED TO THIS AGREEMENT, THE OTHER OPERATIVE
      DOCUMENTS OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR
      WHICH
      MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THE FOREGOING, THE COMPANY,
      THE AGENT, THE LESSOR AND EACH NOTE HOLDER HEREBY AGREE THAT ANY SUCH ACTION
      OR
      PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY, IRRESPECTIVE
      OF
      WHICH PARTY COMMENCES SUCH ACTION OR PROCEEDING AND EACH PARTY HERETO HEREBY
      WAIVES TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING.

     

    Section 9.22. Other
      Matters.
      The
      Company acknowledges that neither any Note Holder, the Lessor, the Agent, or
      any
      Affiliate of any thereof is making any representation, nor is it required to
      make any disclosure now or in the future, with respect to the parties' tax
      or
      accounting treatment of the Property or the financing thereof, nor is any Note
      Holder, the Lessor, the Agent, or any Affiliate of any thereof responsible,
      nor
      will it be responsible in the future, for tax and accounting advice with respect
      to the Property or the financing thereof, and the Company has had or will have
      the benefit of the advice of its own independent tax and accounting advisors
      with respect to such matters.

     

    Section 9.23.
      Protective
      Expenditures; Payment for Services.
      At any
      time after the expiration or other termination of the Lease if the Company
      (or
      its designee), has not purchased the Lessor's interest in the Property in
      compliance with the terms of the Operative Documents, then any Note Holder
      or
      the Lessor shall have the right, but not the obligation, to pay, or to fund
      the
      Agent's payment of (i) Taxes, if any, due and owing with respect to the
      Property, or (ii) insurance premiums required to maintain the coverage
      required during the term of the Lease (each a "Protective
      Expenditure").
      Reimbursement of Protective Expenditures made by any Note Holder or the Lessor
      in accordance with this Section 9.23 shall be made upon a sale of all of
      the Lessor's interest in the Property pursuant to the provisions set forth
      herein.

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    Section 9.24.
      Duty
      of Care; Provision to Satisfy Express Negligence Test.

     

    (a) Neither
      the Lessor nor any of its Affiliates shall be liable or responsible to any
      Note
      Holder or any other Person claiming through or under a Note Holder for any
      error
      in judgment or action taken or omitted to be taken in good faith by the Lessor
      or any of its Affiliates under this Agreement or the other Operative Documents
      or the transactions contemplated herein or therein or in relation to the
      Property or the operation or leasing or sale thereof or any interest therein;
      except that this provision will not excuse the Lessor from liability to the
      Note
      Holders for:

     

    (i)
      actions taken or omitted to be taken by the Lessor which constitute willful
      misconduct or gross negligence;

     

    (ii)
      damages from any failure of the Lessor's representations in Section 3.02 to
      be true and correct;

     

    (iii)
      damages result from any breach by the Lessor of its covenants in
      Section 4.02; or

     

    (iv)
      any
      negligent holding or handling of funds actually received by the Lessor in
      connection with the transactions contemplated herein.

     

    (b) Without
      limiting the generality of the foregoing, the Lessor (i) may consult with
      legal counsel (including counsel for the Company), independent public
      accountants or other experts selected by it and shall not be liable for any
      action taken or omitted to be taken in good faith by it in accordance with
      the
      advice of such counsel, accountants or experts; (ii) makes no warranty or
      representation to the Company or the Note Holders, except for the
      representations expressly provided in Section 3.02, and shall not be
      responsible to the Company or the Note Holders for any statements, warranties
      or
      representations made by any other Person in or in connection with the Operative
      Documents; (iii) shall not be responsible to the Company or the Note
      Holders for the due execution, legality, validity, enforceability, genuineness,
      sufficiency or value of the Operative Documents or any instrument or document
      furnished in connection therewith; (iv) may rely upon the representations
      and warranties of the Company and the Note Holders in exercising its powers
      hereunder (except when and to the extent, if any, the Lessor shall have actual
      knowledge that such representations and warranties are untrue); and
      (v) shall incur no liability under or in respect of this Agreement or the
      other Operative Documents by acting upon any notice, consent, certificate,
      or
      other instrument or writing (including any telecopy, telegram, cable or telex)
      believed by it to be genuine and signed or sent to the proper Person or
      Persons.

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    Section 9.25.
      Lessor
      Indemnification.
      

     

    (a) Indemnified
      Losses.
      The
      Lessor shall pay, protect, indemnify, and hold harmless each Lessor Party,
      on an
      After Tax Basis from and against, and shall defend all actions against any
      Lessor Party with respect to any Losses with respect to the transactions
      contemplated by this Agreement and the other Operative Documents arising from
      or
      relating to Covered Matters, subject to the limitations set forth in this
      Section 9.25.

     

    (b) No
      Indemnification for Certain Matters.
      The
      Lessor shall not be required to indemnify or hold harmless any Lessor Party
      hereunder against any matter referred to in Section 9.25(a) to the extent
      arising as a result of (i) the fraud, gross negligence or willful
      misconduct of such Lessor Party and (ii) events occurring after the
      Expiration Date and the discharge of all of the Construction Agent's and the
      Lessee's obligations under the Operative Documents.

     

    (c) Limitations
      on Indemnification by Lessor.
      The
      Lessor's obligation to indemnify and hold harmless any Lessor Party under this
      Section 9.25:

     

    (i) is
      not a
      personal obligation of the Lessor except to the extent of any payments received
      by the Lessor pursuant to Section 9.14(a)(xvi);

     

    (ii) shall
      be
      paid and discharged solely and exclusively from amounts received by the Lessor
      pursuant to Section 9.14(a)(xvi); and it is expressly agreed by each Lessor
      Party that the sole recourse of each such Person for payment or discharge of
      the
      indemnification obligations created under this Section 9.25 shall be to
      such amounts paid by the Company, pursuant to Section 9.14(a) or the other
      Operative Documents;

     

    (iii) is
      the
      sole and exclusive right of each Lessor Party against the Lessor, and any right
      to proceed against the Lessor individually or otherwise under common law,
      federal or state securities laws or otherwise for indemnification or
      contribution in connection with the matters covered by this Section 9.25,
      is hereby expressly waived by each Lessor Party (other than claims that may
      be
      made against the Lessor, individually or personally, for breach of this
      Section 9.25, fraud, gross negligence or willful misconduct).

     

    Nothing
      in this Section 9.25 is intended as or should be construed as a limitation
      on the right of any Lessor Party under the Operative Documents to make
      indemnification, contribution or other claims of any kind against the Company
      on
      behalf of the Lessor, to the extent that such claims otherwise may be made
      under
      the Operative Documents, with respect to any matter, including indemnification
      for Losses of the type referred to in this Section 9.25.

     

    (d) Repayment
      to the Lessor.
      To the
      extent that any payments made pursuant to Section 9.14(a)(xvii) are
      subsequently invalidated, declared to be fraudulent or preferential, set aside
      or required to be repaid by the Lessor to a trustee, debtor in possession,
      receiver or other Person under any Bankruptcy Law, common law or equitable
      cause, then to such extent, the Lessor Parties who received any such payments
      from the Lessor (or any portion thereof) shall repay any such amounts to the
      Lessor, or as may otherwise be directed by a court of competent
      jurisdiction.

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    (e) Survival;
      Reinstatement.
      The
      indemnification obligations of the Lessor under this Section 9.25 shall
      survive and be reinstated to the same extent, for the same period and in the
      same manner as the indemnification obligations of the Company under
      Section 9.14(a)(xvii).

     

    (f) Indemnification
      Procedures.
      The
      right of any Lessor Party to seek indemnification from the Lessor under this
      Section 9.25 is subject to and conditioned upon compliance by any such
      Lessor Party with the notice, cooperation, appointment of counsel and other
      provisions in Section 9.14 except (1) that any reference in
      Section 9.14 to the "Company" shall be deemed to be a reference to the
      Lessor, provided
      that
      notwithstanding this clause (1) and subject to the provisions contained in
      Section 9.14(d), the Company shall continue to have the right to assume the
      defense of any claim under Section 9.14 or with respect to this
      Section 9.25 and employ counsel in connection therewith, and (2) that
      any reference in Section 9.14 to the "Indemnified Party" (or similar
      phrase) shall be deemed to be a reference to any "Lessor Party", and
      (3) the limitation in Section 9.14 on the number of counsel that may
      be engaged to represent the Lessor shall be deemed to be a reference to the
      same
      number of counsel acting on behalf of Lessor Parties, to the extent such costs
      are recoverable pursuant to Section 9.14.

     

    (g) Charges
      and Other Taxes.
      Notwithstanding anything in this Section 9.25 to the contrary,
      Sections 5.04 and 9.26 shall exclusively control with respect to
      Charges and Other Taxes.

     

    (h) Lessor
      Party.
      As used
      in this Section 9.25, the term "Lessor Party" shall have the meaning set
      forth in Appendix A hereto and in Appendix A to the Original
      Participation Agreement.

     

    Section 9.26.
      Lessor
      Tax Indemnification.
      (a) The
      Lessor shall pay and indemnify, defend and hold harmless each Lessor Party
      from
      and against the full amount of (i) all Charges on an After Tax Basis
      required to be paid by such Lessor Party (on its behalf or on behalf of any
      other Person) and any liability (including penalties, interest and expenses,
      except those arising from the fraud, gross negligence or willful misconduct
      of
      such Lessor Party), arising therefrom or with respect thereto (including from
      any obligation to file any Tax return, report or statement with respect to
      any
      such Charges), whether or not such Charges were correctly or legally asserted
      and (ii) any sums paid by such Lessor Party pursuant to the second sentence
      of Section 5.04(a). Any payment pursuant to such indemnification shall be
      made in accordance with the terms of Section 5.04(g).

     

    (b) Tax
      Reporting Indemnification.
      If any
      filing, maintenance, action or execution requested by the Company pursuant
      to
      Section 5.05(c) would result in any additional Tax liability payable by any
      Lessor Party or could reasonably be expected to result in liability payable
      by
      such Lessor Party, other than liability ordinarily related to the intended
      Tax
      treatment described in Section 5.05(a), then the Lessor will provide an
      indemnity on an After Tax Basis from and against any such unrelated Tax
      liability satisfactory to the Lessor Party, in its sole opinion, exercised
      reasonably and in good faith.

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    (c) Limitations
      on Tax Indemnification by Lessor.
      The
      Lessor's obligation to indemnify and hold harmless any Lessor Party under this
      Section 9.26:

     

    (i) is
      not a
      personal obligation of the Lessor, except to the extent of any payments by
      the
      Lessor pursuant to Section 5.04(c), 5.05(c) or the last sentence of
      Section 5.04(a);

     

    (ii) shall
      be
      paid and discharged solely and exclusively from amounts received by the Lessor
      pursuant to Section 5.04(c), 5.05(c) or the last sentence of
      Section 5.04(a) and it is expressly agreed by each Lessor Party that the
      sole recourse of each such Person for payment or discharge of the
      indemnification obligations created under this Section 9.26 shall be to
      such amounts paid by the Company pursuant to Section 5.04(c), 5.05(c) or
      the last sentence of Section 5.04(a) or the other Operative Documents;
      and

     

    (iii) is
      the
      sole and exclusive right of each Lessor Party against the Lessor, and any right
      to proceed against the Lessor individually or otherwise under common law,
      federal or state securities laws or otherwise for indemnification or
      contribution in connection with the matters covered by this Section 9.26,
      is hereby expressly waived by each Lessor Party (other than claims that may
      be
      made against the Lessor, individually or personally, for breach of this
      Section 9.26, fraud, gross negligence or willful misconduct).

     

    Nothing
      in this Section 9.26 is intended as or should be construed as a limitation
      on the right of any Lessor Party to make indemnification, contribution or other
      claims of any kind against the Company to the extent that such claims otherwise
      may be made, with respect to any matter, including indemnification for Charges
      of the type referred to in this Section 9.26.

     

    (d) Repayment
      to the Lessor.
      To the
      extent that any payments made pursuant to Section 5.04(c), 5.05(c) or the
      last sentence of Section 5.04(a) are subsequently invalidated, declared to
      be fraudulent or preferential, set aside or required to be repaid by the Lessor
      to a trustee, debtor in possession, receiver or other Person under any
      Bankruptcy Law, common law or equitable cause, then to such extent, the Lessor
      Party who received any such payments from the Lessor (or any portion thereof)
      shall repay any such amounts to the Lessor, or as may otherwise be directed
      by a
      court of competent jurisdiction.

     

    (e) Survival;
      Reinstatement.
      The
      indemnification obligations of the Lessor under this Section 9.26 shall
      survive and be reinstated to the same extent, for the same period and in the
      same manner as the indemnification obligations of the Company under
      Section 5.04(c), 5.05(c) or the last sentence of
      Section 5.04(a).

     

    (f) Lessor
      Party; Charges.
      As used
      in this Section 9.26, the terms "Lessor Party" and "Charges" shall have the
      meanings set forth in Appendix A hereto and in Appendix A to the
      Original Participation Agreement.

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

     

    Section 9.27.
      Environmental
      Put Option.
      At any
      time within five (5) years after the expiration or termination of the Lease
      and payment by the Company of Permitted Lease Balance or Termination Value
      and
      upon the occurrence of an Environmental Event which arose during the Lease
      Term,
      any Note Holder shall have the right, upon thirty (30) days written notice,
      to require the Company to purchase all of its right, title and interest in
      and
      to its applicable series of Notes from such Note Holder for a purchase price
      of
      $1, in which case such Note Holder or will convey its right, title and interest
      in and to such Notes to the Company free and clear of any Lien or other adverse
      interest of any kind created by such Note Holder or any Person claiming by,
      through or under such Note Holder (except for Permitted Encumbrances as
      consented to by the Company and except as to any interest created upon the
      exercise of any right under any Operative Document upon any Event of Default
      thereunder). The Note Holders' exercise of their respective rights under this
      Section 9.27 shall not limit the Note Holders' rights and remedies under
      any Operative Document, including, without limitation, the Note Holders' rights
      to indemnification hereunder.

     

    Section 9.28.
      Limitation
      on Liabilities.
      Neither
      the Company, the Lessor, the Agent, nor any Note Holder shall have any liability
      to any Person for any special, indirect, consequential or punitive damages
      in
      connection with the transactions contemplated by the Operative
      Documents.

     

    Section 9.29.
      Not
      a
      Partnership, Etc.
      Neither
      the execution of this Agreement, not the terms and provisions of the Operative
      Documents is intended to be or to create, and the foregoing shall be construed
      not to be or to create any partnership, joint venture or other joint enterprise
      between the Lessor and any Note Holder. Neither the execution of this Agreement
      nor the management and administration of the Operative Documents and the related
      documents by the Lessor, nor any other right, duty or obligation of the Lessor
      under or pursuant to this Agreement or the other Operative Documents is intended
      to be or to create any fiduciary relationship between the Lessor and any Note
      Holder.

     

    Section 9.30.
      Independent
      Analysis.
      Each
      Note Holder has entered into this Agreement without reliance upon
      representations made outside this Agreement or the other Operative Documents
      by
      the Lessor or by any Affiliate, agent or attorney of the Lessor and only after
      independently reviewing such documents, independently making such inspections,
      independently consulting with counsel and independently collecting and verifying
      such information, as the Lessor determined to be necessary or appropriate.
      Without limiting the foregoing, each Note Holder has independently reviewed
      the
      Operative Documents and independently made such inquiries and investigations
      of
      the Company and the Property as such Note Holder determined to be necessary
      or
      appropriate before executing this Agreement.

     

    Section 9.31.
      No
      Recourse To Lessor.
      Except
      for breach of its representations and warranties in Section 3.02 and breach
      of its obligations under the Operative Documents (other than any obligation
      to
      pay any amounts relating to or arising out of the Notes (including the payment
      of principal, interest and fees to the Note Holders)), it is expressly
      understood and agreed by the parties hereto that no recourse to or against
      the
      Lessor or any trustee, employee, officer, director, incorporator, stockholder
      or
      agent of the Lessor shall be had for the payment of any amount owing by the
      Lessor under this Agreement or the other Operative Documents, or for the payment
      by the Lessor of any fee in respect hereof or any other obligation or claim
      of
      or against the Lessor arising out of or based upon this Agreement or the other
      Operative Documents.

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

     

    Section 9.32.
      Delegation
      to the Agent.
      The
      Lessor hereby delegates to the Agent any and all obligations of the Lessor
      under
      the Operative Documents to deliver notices and other written information to
      the
      Agent or to the Note Holders, and the Note Holders hereby agree to look to
      the
      Agent, and not the Lessor, for the performance of such obligations. The Agent
      hereby accepts such delegation.

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
      by
      their officers thereunto duly authorized as of the day and year first above
      written.

     

    
      	
              DRESSER-RAND
                S.A. (FRANCE)

            
	 
	 
	
              By:
                                                                                                              
                

              Name:

              Title:

            


    

    


    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

     

    
      	
              CITIBANK
                INTERNATIONAL PLC (PARIS BRANCH), as Lessor

            
	 
	 
	
              By:
                                                                                                              
                

              Name:

              Title:

            


    

    


    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    

     

    
      	
              CITIBANK
                INTERNATIONAL PLC (PARIS BRANCH), as Agent

            
	 
	 
	
              By:
                                                                                                              
                

              Name:

              Title:

            


    

    


    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    

     

    
      	
              CITIBANK
                INTERNATIONAL PLC (PARIS BRANCH), as a Note Holder

            
	 
	 
	
              
                By:
                                                                                                                
                  

                Name:

                Title:

              

            


    

    


     

    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

    

     

    SCHEDULE I

     

    MANNER
      OF
      PAYMENT

    AND
      COMMUNICATIONS TO PARTIES

     

    This
      Schedule I shows the names and addresses of the parties to the foregoing
      Participation Agreement, the Note Commitment of the Note Holders and the
      Investment Commitment of the Lessor.

     

    Company:

     

    
      	
              (1)

            	
              Address
                for all notices:

            


    

     

    Dresser-Rand
      S.A. (France)

    31
      Boulevard Winston Churchill

    76600
      LeHavre France

    
      	
            	Attention:	
              Psacal
                Lardy, Vice President & General
                Manager

            


    

    
      	
            	Phone:	
              33-235-25-53-01

            


    

    
      	
            	Fax:	
              33-235-25-53-72

            


    

     

    
      	
              (2)

            	
              All
                payments to the Company with respect to the Operative Documents shall
                be
                made by wire transfer of immediately available funds to Credit Lyonnais,
                IBAN No. FR3230002065220000060375N97, BIC: CRLYFRPP and with
                sufficient information to identify the source and application of
                such
                funds.

            


    

     

    Guarantor:

     

    
      	
              (1)

            	
              Address
                for all notices:

            


    

     

    Dresser
      Rand Group Inc.

    1200
      W.
      Sam Houston Pkwy. N.

    Houston,
      TX 77043

    
      	
            	Attention:	
              Treasurer

            


    

    
      	
            	Phone:	
              713-935-3488

            


    

    
      	
            	Fax:	
              713-935-3880

            


    

     

    
      	(2)	
              All
                payments to the Guarantor with respect to the Operative Documents
                shall be
                made by wire transfer of immediately available funds to Citibank,
                N.A.,
                ABA No. 021000089, Account No. 30583606, Swift Code: CITIUS33,
                with a reference to Dresser-Rand Group Inc., and with sufficient
                information to identify the source and application of such
                funds.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Lessor:

     

    
      	
              (1)

            	
              Address
                for all notices:

            


    

     

    Citi

    Corporate
      Banking

    Global
      Industrials

    388
      Greenwich Street, 23rd
      Floor

    New
      York,
      NY 10013

    
      	
            	Attn:	
              Michelle
                Bauko

            


    

    
      	
            	Phone:	
              (212)
                816-7269

            


    

    
      	
            	Fax:	
              (646)
                291-3269

            


    

     

    WITH
      A
      COPY TO:

     

    Citibank
      International plc (Poland)

    
      	 	
              On
                behalf of Citibank International plc, Paris Loans Processing Unit
                (7th
                Floor) UL

            


    

    Chalubinskiego
      8

    00-613
      Warsaw, Poland

    
      	
            	Attn:	
              Magda
                Ulanowska

            


    

    
      	
            	Phone:	
              48
                (22) 690 4095

            


    

    
      	
            	Fax:	
              48
                (22) 692 9940

            


    

     

    
      	
              (2)

            	
              All
                payments to the Lessor with respect to the Operative Documents shall
                be
                made by wire transfer of immediately available funds to Citibank,
                N.A.,
                Account No.
                [          ],
                ABA# [          ],
                with a reference to
                [          ] and with
                sufficient information to identify the source and application of
                such
                funds.

            


    

     

    Agent:

     

    
      	(1)	
              Address
                for all notices:

            


    

     

    Citi

    Corporate
      Banking

    Global
      Industrials

    388
      Greenwich Street, 23rd
      Floor

    New
      York,
      NY 10013

    
      	
            	Attn:	
              Michelle
                Bauko

            


    

    
      	
            	Phone:	
              (212)
                816-7269

            


    

    
      	
            	Fax:	
              (646)
                291-3269

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    WITH
      A
      COPY TO:

     

    Citibank
      International plc (Poland)

    
      	 	
              On
                behalf of Citibank International plc, Paris Loans Processing Unit
                (7th
                Floor) UL

            


    

    Chalubinskiego
      8

    00-613
      Warsaw, Poland

    
      	
            	Attn:	
              Magda
                Ulanowska

            


    

    
      	
            	Phone:	
              48
                (22) 690 4095

            


    

    
      	
            	Fax:	
              48
                (22) 692 9940

            


    

     

    
      	
              (2)

            	
              All
                payments and transfers of funds to the Agent with respect to the
                Operative
                Documents shall be made by wire transfer of immediately available
                funds to
                Citibank, NA, Account
                No. [          ],
                ABA# [          ],
                Attention:  [          ],
                with a reference to
                [          ] and with
                sufficient information to identify the source and application of
                such
                funds.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Note
      Holder:

     

    CITIBANK
      INTERNATIONAL PLC (PARIS BRANCH)

     

    
      	 	
              Amount

            
	
              A-Note
                Commitment

            	
              €18,400,000

            
	
              B-Note
                Commitment

            	
              €3,450,000

            


    

     

    
      	
              (1)

            	
              All
                payments with respect to the Operative Documents shall be made by
                wire
                transfer of immediately available funds to Citibank International
                plc
                (Paris Branch), Account
                No. [          ],
                Attn: [          ],
                ABA# [          ],
                with a reference to
                [          ] and with
                sufficient information to identify the source and application of
                such
                funds.

            


    

     

    
      	(2)	
              Address
                for all notices:

            


    

     

    Citi

    Corporate
      Banking

    Global
      Industrials

    388
      Greenwich Street, 23rd
      Floor

    New
      York,
      NY 10013

    
      	
            	Attn:	
              Michelle
                Bauko

            


    

    
      	
            	Phone:	
              (212)
                816-7269

            


    

    
      	
            	Fax:	
              (646)
                291-3269

            


    

     

     

    WITH
      A
      COPY TO:

     

    Citibank
      International plc (Poland)

    
      	 	
              On
                behalf of Citibank International plc, Paris Loans Processing Unit
                (7th
                Floor) UL

            


    

    Chalubinskiego
      8

    00-613
      Warsaw, Poland

    
      	
            	Attn:	
              Magda
                Ulanowska

            


    

    
      	
            	Phone:	
              48
                (22) 690 4095

            


    

    
      	
            	Fax:	
              48
                (22) 692 9940

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Lessor:

     

    CITIBANK
      INTERNATIONAL PLC (PARIS BRANCH)

     

    
      	 	
              Amount

            
	
              Investment
                Commitment

            	
              €1,150,000

            


    

     

    
      	
              (1)

            	
              All
                payments with respect to the Operative Documents shall be made by
                wire
                transfer of immediately available funds to Citibank International
                plc
                (Paris Branch), Account No.
                [          ], ABA
                #[          ],
                Attention: [          ]
                and with sufficient information to identify the source and application
                of
                such funds.

            


    

     

    
      	(2)	
              Address
                for all notices:

            


    

     

    Citi

    Corporate
      Banking

    Global
      Industrials

    388
      Greenwich Street, 23rd
      Floor

    New
      York,
      NY 10013

    
      	
            	Attn:	
              Michelle
                Bauko

            


    

    
      	
            	Phone:	
              (212)
                816-7269

            


    

    
      	
            	Fax:	
              (646)
                291-3269

            


    

     

    WITH
      A
      COPY TO:

     

    Citibank
      International plc (Poland)

    
      	 	
              On
                behalf of Citibank International plc, Paris Loans Processing Unit
                (7th
                Floor) UL

            


    

    Chalubinskiego
      8

    00-613
      Warsaw, Poland

    
      	
            	Attn:	
              Magda
                Ulanowska

            


    

    
      	
            	Phone:	
              48
                (22) 690 4095

            


    

    
      	
            	Fax:	
              48
                (22) 692 9940

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    SCHEDULE II

     

    FEES

     

    
      	I.	
              Commitment
                Fees

            


    

     

    From
      and
      after the Initial Funding Date until the Commitment Termination Date, the Lessor
      shall pay, or cause to be paid, to the Agent for the account of each Note Holder
      and the Lessor, on the last Business Day of each March, June, September and
      December in each year commencing on December 31, 2007 and, on the Commitment
      Termination Date, commitment fees ("Commitment
      Fees")
      on the
      undrawn amount of such Note Holder's Note Commitment and the Lessor's Investment
      Commitment during such period at the percentages per annum set forth below
      and
      being based on the applicable Level. For purposes of determining the Commitment
      Fees during a quarterly period, the Level shall be the Leverage Ratio in effect
      on the as of the last day of the most recent fiscal quarter of the Guarantor
      immediately preceding such payment date.

     

    
      	
              Level

            	
              Commitment
                Fee

            
	
              Level
                I

            	
              37.5
                basis points

            
	
              Level
                II

            	
              35
                basis points

            
	
              Level
                III

            	
              32.5
                basis points

            
	
              Level
                IV

            	
              30
                basis points

            
	
              Level
                V

            	
              25
                basis points

            


    

      

    
      
        	II.	
                Upfront
                  Fees

              


      

    

     

    The
      Agent
      shall be paid on the first Funding Date following the Initial Funding Date
      an
      upfront fee in an amount equal to 0.20% of the Commitments (the "Upfront
      Fees"):

     

    
      
        	III.	
                Structuring
                  and Advisory Fees

              


      

    

     

    The
      Company shall pay on the first Funding Date following the Initial funding Date
      the structuring and advisory fees agreed to between Citigroup Global Markets
      Inc. and Dresser-Rand Group, Inc. as set forth in the mandate letter dated
      December 20, 2006 (as amended by the letter date May 9, 2007).

     

    
      
        	IV.	
                Agency
                  Fee

              


      

    

     

    Citibank
      International plc (Paris Branch) shall be paid an annual agency fee on the
      dates
      and in the amounts agreed to between the Agent and the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE III

     

    PRICING
      GRID

     

    
      	 	
              Level
                I

            	
              Level
                II

            	
              Level
                III

            	
              Level
                IV

            	
              Level
                V

            
	
              A-Notes:
                EURIBOR +

            	
              250
                basis points

            	
              200
                basis points

            	
              175
                basis points

            	
              150
                basis points

            	
              125
                basis points

            
	
              B-Notes:
                EURIBOR +

            	
              250
                basis points

            	
              200
                basis points

            	
              175
                basis points

            	
              150
                basis points

            	
              125
                basis points

            
	
              Investment:
                EURIBOR +

            	
              550
                basis points

            	
              550
                basis points

            	
              550
                basis points

            	
              550
                basis points

            	
              550
                basis points

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT A

     

    PURCHASE
      PROCEDURES

     

    1. Purchase
      Price.
      In
      connection with the purchase of the Property the Company shall purchase the
      Lessor's interest in the Property for the Termination Value.

     

    2. Offer
      to Purchase.
      Any
      Offer to Purchase received by the Lessor and the Agent will be deemed to have
      been accepted by the Lessor on the date such Offer to Purchase is received,
      and
      any deemed Offer to Purchase shall be deemed accepted by the Lessor on the
      date
      such Offer to Purchase is deemed to have been made. 

     

    3. Closing
      Date.
      The
      date of the closing of the Company's purchase of the Lessor's interest in the
      Property (the "Closing
      Date"),
      will
      be no earlier than the date upon which payment of the Termination Value is
      received by the Lessor and:

     

    (a) in
      the
      case of an Offer to Purchase pursuant to Section 6.04 of the Participation
      Agreement, the date specified by the Company, but in any event not less than
      five (5) days and no more than ninety (90) days following the date of
      the Lessor's deemed acceptance of such Offer to Purchase, but in any event
      not
      later than the Maturity Date; provided,
      however,
      that if
      such Offer to Purchase is delivered in connection with an Unwind Event, then
      the
      Closing Date shall be the date of the Lessor's deemed acceptance of such Offer
      to Purchase;

     

    (b) in
      the
      case of an Offer to Purchase made or deemed to have been made pursuant to
      Section 6.06(a) of the Participation Agreement, the then existing
      Expiration Date; and

     

    (c) if
      the
      Company after the occurrence of an Event of Default or Unwind Event elects
      to
      proceed under Section 6.02(g) of the Participation Agreement, then on the
      date of the Lessor's receipt of the Termination Value.

     

    4. Conveyance.
      On the
      Closing Date, the Company shall pay, or cause to be paid, to the Lessor the
      Termination Value and:

     

    (a) the
      Lessor shall simultaneously deliver to the Company a promise to sell under
      conditions precedent (“promesse de vente”) and a notarial deed documenting the
      definitive assignment of the Lessor's interest under the Sub-Ground Lease
      registered with the “conservation des hypothèques” of Le Havre reasonably
      necessary to assign and convey to the Company its interest in the Property,
      in
      each case without recourse, representation or warranty (expressed or implied)
      of
      any kind, except that its interest in the Property is free and clear of all
      Lessor Liens and Liens created by the Operative Documents or otherwise created
      or caused by the Lessor or other adverse interest of any kind created by any
      Lessor Party (except as consented to or created by the Company and except as
      to
      any interest created by the Lessor or the Agent upon the exercise of any right
      under the Operative Documents upon any Event of Default or Unwind
      Event);

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    (b) the
      Company shall assume, or shall cause the purchaser to assume, all of the
      obligations of the Lessor under the Sub-Ground Lease by proper instrument in
      recordable form; and

     

    (c) the
      Lessor shall simultaneously convey, or cause to be conveyed, to the Company
      any
      Net Proceeds and/or the right to receive the same if any Net Proceeds are not
      in
      the Lessor's possession or control.

     

    5. Releases.
      Upon
      the consummation of the purchase of the Lessor's interest in the Property in
      compliance with this Exhibit A and the Operative Documents, and at the
      request of the Company or the Agent, as applicable, the Lessor and the Agent
      (for itself and on behalf of the Note Holders and the Lessor) shall execute
      release and termination statements required to release or terminate the Liens
      granted under the Operative Documents (including the Sub-Ground Lease) with
      respect to the Property. The Lessor shall execute release and termination
      statements under the direction of the Agent. The Company shall pay all
      out-of-pocket costs and Taxes arising from the preparation, execution, filing,
      and recording of such release and termination statements other than with respect
      to the release of Lessor Liens which shall be the obligation of the party to
      whom such Lessor Lien is attributable.

     

    6. Termination.
      Upon
      the completion of any purchase of the Lessor's interest in the Property in
      compliance with this Exhibit A but not prior, the Operative Documents
      (including the Sub-Ground Lease) shall terminate, except for indemnification
      and
      other obligations and liabilities which by the terms of the Operative Documents
      (including Section 9.01 of the Participation Agreement) survive termination
      thereof.

     

    7. Assignment.
      The
      Company may assign to any Person the right to purchase the Lessor's interest
      in
      the Property. Notwithstanding any such assignment, the applicable Offer to
      Purchase (whether delivered or deemed to have been delivered) shall remain
      irrevocable and the Company will remain liable to the Lessor for the prompt
      payment and performance, as and when due, of all amounts payable in connection
      with the purchase of the Lessor's interest in the Property. No consent to any
      such assignment, acceptance of payment from or performance by any assignee
      or
      other action by or on behalf of the Lessor or the Agent other than payment
      of
      the purchase price for the Lessor's interest in the Property in full when due
      will release the Company of any obligations under this Agreement and the other
      Operative Documents.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT B

     

    FORM OF
      REQUISITION

    

      
        	
              	To:	
                Citibank
                  International plc (Paris Branch)

                (Attention: Magda Ulanowska, Fax
                  No.: (48
                  (22) 692 9940) 

              


      

       

      
        	
              	cc:	
                Citibank
                  International plc (Paris Branch), as Agent

                (Attention: Magda Ulanowska, Fax
                  No.: (48
                  (22) 692 9940) 

              


      

       

    

     

    DRESSER-RAND
      S.A. (FRANCE)

    CERTIFIED
      REQUISITION NO.
      DATED                  

     

    I,
      __________________ of Dresser Rand- S.A. (France), a French société anonyme
      registered with the Commercial and Companies Register at Le Havre under No.
      562
      060 269 (the "Company"),
      acting as construction agent (the "Construction
      Agent")
      for
      Citibank International plc (Paris Branch) (the "Lessor"),
      pursuant to the Construction Agency Agreement dated as of December 28, 2007
      (as
      the same may be amended, modified or supplemented from time to time, the
      "Agency
      Agreement")
      between the Company and the Lessor, submit this irrevocable Requisition in
      accordance with Section 1.03(a) of the Participation Agreement (defined
      below) and certify, on behalf of the Company, to the following:

     

    1. The
      total
      amount of Actual Project Costs for which a Funding is hereby requested is
      [___________] Euros (€[_________]).
      The
      Lessor is hereby requested to make a Funding in the aggregate amount of
      [                           ]
      Euros
      (€[                   ])
      on [INSERT DATE - AT LEAST THREE (3) BUSINESS DAYS FOLLOWING THE DATE
      OF THE REQUISITION]. The Interest Period for the Funding requested by this
      Requisition shall be [one (1)] [two (2)] [three (3)] [six (6)] month[s]. The
      Note Holders and the Lessor are hereby requested to make Advances and
      Investments in the amount of [___________] Euros (€[___________])
      and
      [___________] Euros (€[_________]),
      respectively, to Credit Lyonnais, IBAN: FR3230002065220000060375N97, BIC:
      CRLYFRPP.

     

    2. The
      proceeds of the Funding requested herein shall be used solely to pay Actual
      Project Costs.

     

    3. No
      part
      of the Actual Project Costs paid with the funds advanced under any previous
      Requisition is a basis for this Requisition, and none of the Actual Project
      Costs which are the subject of this Requisition was included in any Funding
      for
      any prior Requisition.

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    4. Attached
      as Schedule A
      to this
      Requisition is a general description of the Actual Project Costs to be paid
      or
      reimbursed with funds from the proceeds of the Funding requested in this
      Requisition.

     

    5. Except
      as
      the Lessor or the Agent have heretofore been notified in writing, the
      Construction Agent reasonably believes that (a) the Actual Project Costs to
      complete the construction of the Facility as contemplated by the Construction
      Budget will not exceed the aggregate amount of the unused Commitments and
      (b) the Facility will be completed by the Date Certain.

     

    6. The
      Property has not suffered any Event of Loss which has not previously been
      disclosed to the Lessor and the Agent.

     

    7. All
      amounts previously advanced pursuant to previous Requisitions were paid to
      the
      parties entitled thereto as specified in such Requisitions.

     

    8. All
      conditions precedent to the Funding requested herein that are set forth in
      the
      Participation Agreement have been satisfied or waived in accordance with the
      terms of the Operative Documents except for the following: [LIST ALL UNSATISFIED
      CONDITIONS PRECEDENT]

     

    9. All
      of
      the representations and warranties of the Company and the Guarantor set forth
      in
      the Operative Documents entered into on or prior to the date hereof are true
      and
      correct in all material respects on and as of the date hereof, except, where
      applicable, on and as of the date specified in such representation or warranty.
      The Construction Agent (and in its individual capacity) is in compliance with
      all of its obligations under the Operative Documents and there exists no
      condition or event that would constitute an Event of Default, Unwind Event
      or
      Environmental Trigger.

     

    All
      terms
      not defined herein shall have the meanings given to such terms in the
      Appendix A to the Participation Agreement dated as December 20, 2007 among
      the Company, Citibank International plc (Paris Branch), the Persons named
      therein as Note Holders, and Citibank International plc (Paris Branch) as Agent
      (as the same may be amended, modified or supplemented from time to time, the
      "Participation
      Agreement").

     

    Dated
      this [_____] day of [_____________], 200[__].

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    
      	
              DRESSER-RAND
                S.A. (FRANCE), as Construction Agent

            
	 
	 
	
              By:
                                                                                           
                

              Name:

              Title:

            


    

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

    Schedule A

     

    
      	
              General
                Description of Work

            	 	
              Amount
                of

              Actual
                Project Costs

              Requested
                in this Requisition

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT C

     

    FORM OF
      OFFICER'S

    CERTIFICATE
      OF COMPLETION

     

    OFFICER'S
      CERTIFICATE

     

    This
      Officer's Certificate is being furnished pursuant to the requirements of
      Section 2.04(a) of the Participation Agreement dated as of December 20,
      2007 (as the same may be amended modified or supplemented from time to time,
      the
      "Participation
      Agreement"),
      among
      Dresser-Rand S.A (France), a French société anonyme registered with the
      Commercial and Companies Register at Le Havre under No. 562 060 269 (the
      "Company"
      or in
      its capacity as agent under the Agency Agreement, the "Construction
      Agent");
      Citibank International plc (Paris Branch); the Persons named therein as Note
      Holders; and Citibank International plc (Paris Branch), as Agent. Capitalized
      terms used but not otherwise defined herein shall have the meanings set forth
      in
      Appendix A to the Participation Agreement.

     

    The
      undersigned, on behalf of the Company, as Construction Agent, hereby certifies
      that:

     

    1. The
      construction of the Facility has been substantially completed in accordance
      with
      the Construction Agency Agreement and all applicable Laws.

     

    2. The
      Property is ready for occupancy and operation in accordance with the
      Construction Agency Agreement subject to customary punch list items, as
      evidenced by the issuance by the appropriate Governmental Authority of a
      permanent or temporary certificate of occupancy (or equivalent certificate
      or
      document) for the Facility contemplated by the Construction Agency
      Agreement.

     

    3. All
      of
      the representations and warranties set forth in Section 3.01 of the
      Participation Agreement and in the Guaranty are true and correct in all material
      respects as of the date hereof or, as applicable, on and as of the date
      specified in such representation.

     

    4. All
      conditions set forth in Section 2.04 of the Participation Agreement have
      been satisfied in full.

     

    
      	
              Dated:
                ___________

            	
              DRESSER-RAND
                S.A. (FRANCE), as

              Construction
                Agent

            
	 	 
	 	 
	 	
              By:                                                                            
                

              Name:

              Title:

            


    

     

    
      
         

      

      
        C-1

        
          

        

      

      
         

      

    

    
       

      APPENDIX
        A

       

      PART
        I


       

      Preliminary
        Statement

       

      A. The
        Lessor will obtain a leasehold interest in the Land on which the Facility
        will
        be constructed and installed.

       

      C. Using
        funds provided by the Lessor, the Company, as Construction Agent, has agreed
        to
        construct, or cause to be constructed, the Facility, and the Lessor has agreed
        to lease to the Lessee, and the Lessee has agreed to lease from the Lessor,
        the
        Facility and the Land pursuant to the terms of the Lease.

       

      D. The
        Lessor is willing to provide a portion of the funding of the Actual Project
        Costs of the Facility.

       

      E. The
        Lessor wishes to obtain, and the Note Holders are willing to provide, limited
        recourse financing of the remaining portion of the funding of the Actual
        Project
        Costs of the Facility.

       

      F. Concurrently
        with the execution and delivery of the Participation Agreement, the Lessor
        is
        entering into the Loan Agreement, pursuant to which, among other things,
        provision is made for the issuance of the Notes to the Note
        Holders.

       

      PART
        II


       

      Rules
        of Construction

       

      The
        following rules of usage shall apply to the Participation Agreement and the
        other Operative Documents (and each appendix, schedule, exhibit and annex
        thereto) unless otherwise required by the context or unless otherwise specified
        therein:

       

      (a) Unless
        otherwise specified, definitions set forth herein or in any other Operative
        Document shall be equally applicable to the singular and plural forms of
        the
        terms defined.

       

      (b) References
        to articles, sections, paragraphs, clauses, annexes, appendices, schedules
        or
        exhibits are references to articles, sections, paragraphs, clauses, annexes,
        appendices, schedules or exhibits in or to any Operative Document.

       

      (c) The
        headings, subheadings and table of contents used in any Operative Document
        are
        solely for convenience of reference, shall not constitute a part of such
        Operative Document and shall not affect the meaning, construction or effect
        of
        any provision thereof.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (d) References
        to any Person in any Operative Document shall include such Person, its
        successors and permitted assigns.

       

      (e) Reference
        to any agreement in any Operative Document means such agreement as amended,
        supplemented or otherwise modified from time to time in accordance with the
        applicable provisions thereof.

       

      (f) References
        to any law in any Operative Document includes any amendment or modification
        to
        such law and any rules or regulations issued thereunder or any law enacted
        in
        substitution or replacement thereof.

       

      (g) Words
        such as "hereunder", "hereto", "hereof" and "herein" and other words of like
        import used in any Operative Document shall, unless the context clearly
        indicates to the contrary, refer to the whole of such Operative Document
        and not
        to any particular article, section, subsection, paragraph or
        clause thereof.

       

      (h) References
        to "including" in any Operative Document means including without limiting
        the
        generality of any description preceding such term.

       

      (i) All
        terms
        of an accounting nature shall be construed in accordance with GAAP, as in
        effect
        from time to time.

       

      (j) In
        any
        Operative Document, in connection with the computation of periods of time
        from a
        specified date to a later specified date, the word "from" means "from and
        including" and the words "to" and "until" each mean "to but
        excluding".

       

      PART
        III

       

      Glossary
        of Terms

       

      Part III
        of this
        Appendix A is a glossary of all or substantially all of the defined terms
        used in the Operative Documents. Not all of the terms defined in this
        Appendix A are used in the Participation Agreement.

       

      "Act"
        means
        the Securities Act of 1933.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      "Actual
        Project Costs"
        means,
        without duplication, (a) all amounts paid or payable with respect to the
        Property to finance the designing, engineering, surveying, acquisition,
        installation, construction, maintenance and decommission of the Facility
        through
        the Completion Date including, without limitation, the following:
        (i) project team costs associated with performing project oversight,
        (ii) architectural fees, design fees, engineering fees and fees and costs
        paid in connection with obtaining project permits and approvals required
        by
        Legal Requirements; (iii) site preparation costs; (iv) costs and other
        amounts payable by the Lessor under any Facility Agreement; (v) all costs
        and expenses payable for supplies, materials, equipment, labor and profit
        with
        respect to the Facility under any construction contract; and (vi) all
        pre-construction costs relating to the Property which has been incurred or
        paid
        by the Construction Agent; (b) all fees (including Commitment Fees) and
        expenses paid or payable on or with respect to the Notes; (c) all interest
        on the Notes; (d) all Distributions, fees (including Commitment Fees)
        and expenses paid or payable on or with respect to the Investments;
        (e) during the Interim Term, all premiums of insurance policies (and
        deductibles with respect thereto) required by the Construction Agency Agreement
        and all other costs of ownership and operation of the Property (including,
        without limitation, real estate taxes and utilities with respect to the
        Property); (f) all fees payable to any Citigroup Affiliate as provided in
        Schedule II to the Participation Agreement; and (g) all Transaction
        Costs.

       

      "Additional
        Costs"
        means
        all Break Costs, Capital Adequacy Costs, Reserve Costs, Increased Costs,
        Charges, Other Taxes and other amounts, other than Fixed Rent, Termination
        Value, Permitted Lease Balance or Residual Value Amount payable (or indemnified
        against) by the Lessor or the Company, pursuant to the Participation Agreement
        and the other Operative Documents.

       

      "Additional
        Rent"
        means
        all amounts (other than Fixed Rent, Termination Value, Permitted Lease Balance
        and Residual Value Amount) which the Company is required to pay to the Lessor
        pursuant to the Lease and the other Operative Documents, including
        (i) unpaid Charges, (ii) all sums, costs and expenses that are due and
        payable pursuant to Sections 6.04, 6.05, 6.06, 6.07 and 6.08 of the
        Participation Agreement, together with every fine, penalty, interest and
        cost
        that may be added for non-payment or late payment thereof, (iii) all fees
        and expenses payable by the Lessor pursuant to Sections 5.04, 9.13 and 9.25
        of the Participation Agreement, (iv) all Transaction Costs and (v) all
        other Additional Costs.

       

      "Adjusted
        Capitalized Cost"
        means
        the sum of the Series A Portion, Series B Portion and Series C
        Portion, and:

       

      The
        "Series
        A Portion"
        of the
        Adjusted Capitalized Cost at any time shall be equal to the then outstanding
        aggregate principal amount of the A-Notes, together with interest accrued
        and
        unpaid and all other amounts due thereon;

       

      The
        "Series
        B Portion"
        of the
        Adjusted Capitalized Cost at any time shall be equal to the then outstanding
        aggregate principal amount of the B-Notes, together with interest accrued
        and
        unpaid and all other amounts due thereon; and

       

      The
        "Series
        C Portion"
        of the
        Adjusted Capitalized Cost at any time shall be equal to the then outstanding
        Investments, together with Distributions and all other amounts due
        thereon.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      "Advance"
        has the
        meaning set forth in Section 1.01(a) of the Participation
        Agreement.

       

      "Affiliate"
        means,
        when used with respect to a Person, any other Person (a) which directly or
        indirectly through one or more intermediaries controls, or is controlled
        by, or
        is under common control with, such Person, (b) which beneficially owns or
        holds 5% or more of any class of the Voting Stock (or, in the case of a Person
        that is not a corporation, 5% or more of the equity interest) of such Person,
        or
        (c) 5% or more of the Voting Stock (or in the case of a Person which is not
        a corporation, 5% or more of the equity interest) of which is beneficially
        owned
        or held by such Person or any of its subsidiaries. The term "control" means
        the
        possession, directly or indirectly, of the power to direct or cause the
        direction of the management and policies of a Person, whether through the
        ownership of Voting Stock, by contract and otherwise.

       

      "After
        Tax Basis"
        means,
        with respect to any payment to be received, on a basis such that such payment
        received (actually or constructively) or accrued by any Person shall be
        supplemented by a further payment or payments to the recipient so that the
        sum
        of all such payments shall, after deduction for the net increase in all Taxes
        (taking into account any related credits or deductions claimed in the same
        or a
        prior period for which such Taxes are imposed as determined in good faith
        by
        such recipient in its sole discretion) using such ordering and other principles
        as it shall reasonably determine (without regard to when such Taxes are deemed
        utilized under the applicable Tax laws) resulting from the receipt (actual
        or
        constructive) or accrual of such payments, be equal to the payment otherwise
        required to be made.

       

      "Agent"
        means
        CNAI or any successor selected pursuant to the Participation Agreement, acting
        in its capacity as administrative agent for the Note Holders and the
        Lessor.

       

      "Alterations"
        means
        any and all additions to, alterations of, or replacements for, the Facility
        or
        any portion thereof made by or for the Lessee, at the sole cost and expense
        of
        the Lessee (as distinct from such additions, alterations and replacements
        funded
        by Advances and Investments), excluding any replacements installed as part
        of
        scheduled maintenance procedures.

       

      "A-Note
        Capitalized Amounts"
        means
        interest on the A-Notes which is at any time payable to the A-Note Holders
        and
        funded by Advances made by the A-Note Holders pursuant to Section 1.03(b)
        of the
        Participation Agreement.

       

      "A-Note
        Commitment"
        of any
        A-Note Holder means the commitment of such Person to make Advances under
        such
        Person's A-Note to fund Actual Project Costs, up to the aggregate principal
        amount set forth below the name of such Person on Schedule I to the
        Participation Agreement under the heading "A-Note Commitment," as the same
        may
        be adjusted from time to time pursuant to any Assignment and Acceptance(s)
        executed by such A-Note Holder pursuant to the terms of the Participation
        Agreement, which commitment shall expire on the Commitment Termination
        Date.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      "A-Note
        Holder"
        means
        the holder of any A-Notes.

       

      "A-Notes"
        has the
        meaning set forth in Section 2.02 of the Loan Agreement.

       

      "A-Portion
        of Actual Project Costs"
        means
        the amount equal to the product of (i) the aggregate amount of Actual
        Project Costs (excluding the A-Note Capitalized Amounts, the B-Note Capitalized
        Amounts and the Investment Capitalized Amounts) to be funded, multiplied
        by
        (ii) 80%.

       

      "Applicable
        Margin"
        means,
        (a) with respect to the Notes, the percentage per annum applicable to the
        Notes for such Interest Period as shown on Schedule III to the
        Participation Agreement and being based upon the Level, and (b) with
        respect to the Investments, the percentage per annum applicable to the
        Investments for such Interest Period as shown on Schedule III to the
        Participation Agreement and being based upon the Level. For purposes of
        determining the Applicable Margin during an Interest Period, the Level shall
        be
        the Leverage Ratio as of the last day of the most recent fiscal quarter of
        the
        Guarantor immediately preceding such Interest Period.

       

      "Applicable
        Payee"
        has the
        meaning set forth in Section 5.04(a) of the Participation
        Agreement.

       

      "Applicable
        Payor"
        has the
        meaning set forth in Section 5.04(a) of the Participation
        Agreement.

       

      "Applicable
        Permit"
        means
        any Permit that is necessary to own, acquire, maintain, operate, lease,
        construct, occupy or use (for the Intended Use) all or any portion of the
        Facility or interest therein in accordance with any of the Operative
        Documents.

       

      "Applicable
        Rate"
        means
        the rate applied pursuant to Section 5.01(a) of the Participation
        Agreement.

       

      "Applicable
        Unreimbursed Loss Rate"
        means
        (a) with respect to Unreimbursed Losses incurred by the Note Holders, the
        rate per annum that would have accrued on such Unreimbursed Losses had such
        Unreimbursed Losses been treated as outstanding principal under the B-Notes
        and
        (b) with respect to Unreimbursed Losses incurred by the Lessor, the rate
        per annum that would have accrued on such Unreimbursed Losses had such
        Unreimbursed Losses been treated as outstanding Investments, in each case
        from
        the date of incurrence to the date of payment of such Unreimbursed Losses.
        Interest accrued at the Applicable Unreimbursed Loss Rate shall be compounded
        on
        each Payment Date until the payment in full of such Unreimbursed Losses,
        together with all accrued interest thereon.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      "Appraisal"
        means
        the appraisal of the Property delivered on or before the Initial Funding
        Date,
        which showed that the fair market value of the Property is forecasted to
        be (a)
        at the Completion Date, at least approximately equal to the estimated Actual
        Project Costs for the Property, and (b) at the Base Term Expiration Date,
        at
        least equal to three (3) times the sum of the principal amount of the B-Notes
        and the Investments projected to be outstanding at the Completion
        Date.

       

      "Appraiser"
        means
        an independent MAI selected by the Agent and reasonably acceptable to
        Company.

       

      "Assignee"
        has the
        meaning set forth in Section 5.03(b) of the Participation
        Agreement.

       

      "Assignment
        and Acceptance"
        has the
        meaning set forth in Section 5.03(b) of the Participation
        Agreement.

       

      "Assignor"
        has the
        meaning set forth in Section 5.03(b) of the Participation
        Agreement.

       

      "Bankruptcy
        Event"
        means
        an event described in Section 6.01(e), (f), (g) or (h) of the Participation
        Agreement.

       

      "Bankruptcy
        Law"
        means
        Title 11 of the United States Code, and any applicable Federal, state or
        local insolvency, reorganization, moratorium, fraudulent conveyance or similar
        Law now or hereinafter in effect for the relief of debtors.

       

      "Base
        Term"
        has the
        meaning set forth in Section 3.01 of the Lease.

       

      "Base
        Term Expiration Date"
        means
        the date that is five years and one month after the Completion Date or such
        earlier date on which the Lease is terminated in accordance with the terms
        of
        the Operative Documents.

       

      "Best's"
        means
        Best's Insurance Reports published by A.M. Best Company, Inc. or any successor
        thereto which is a nationally recognized statistical rating
        organization.

       

      "B-Note
        Capitalized Amounts"
        means
        interest on the B-Notes which is at any time payable to the B-Note Holders
        and
        funded by Advances made by the B-Note Holders pursuant to Section 1.03(b)
        of the
        Participation Agreement.

       

      "B-Note
        Commitment"
        of any
        B-Note Holder means the commitment of such Person to make Advances under
        such
        Person's B-Note to fund Actual Project Costs, up to the aggregate principal
        amount set forth below the name of such Person on Schedule I to the
        Participation Agreement under the heading "B-Note Commitment," as the same
        may
        be adjusted from time to time pursuant to any Assignment(s) and Acceptance(s)
        executed by such B-Note Holder and pursuant to the terms of the Participation
        Agreement, which commitment shall expire on the Commitment Termination
        Date.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      "B-Note
        Holder"
        means
        the holder of any B-Notes.

       

      "B-Notes"
        has the
        meaning set forth in Section 2.02 of the Loan Agreement.

       

      "B-Portion
        of Actual Project Costs"
        means
        the amount equal to the product of (i) the aggregate amount of Actual
        Project Costs (excluding the A-Note Capitalized Amounts, the B-Note Capitalized
        Amounts and the Investment Capitalized Amounts) to be funded, multiplied
        by
        (ii) 15%.

       

      "Break
        Costs"
        has the
        meaning set forth in Section 5.02(g) of the Participation
        Agreement.

       

      "Business
        Day"
        means
        any day that is not (i) a Saturday or Sunday, (ii) Christmas Day or New Year's
        Day or (iii) any other day on which the Trans-European Automated Real-Time
        Gross
        Settlement Express Transfer system (or any other successor settlement system)
        is
        not scheduled to operate (as determined by the Agent).

       

      "Capital
        Adequacy Costs"
        has the
        meaning set forth in Section 5.02(c) of the Participation
        Agreement.

       

      "Casualty"
        means
        fire, earthquake, tornado, hurricane or other event that results in damage
        to,
        or destruction of, the Property or any portion thereof.

       

      "Charges"
        means
        all Taxes arising directly or indirectly out of the transactions contemplated
        by
        the Participation Agreement and the other Operative Documents,
        (a) including (i) those which, at any time prior to or during the
        Lease Term, may accrue with respect to, be imposed or levied upon or assessed
        against or be a Lien upon (x) the Property or any part thereof, the Lessor
        or the Operative Documents, including the Notes and the Investments or (y) 
the Lease or the leasehold estates thereby created, or which arise in respect
        of
        the acquisition, ownership, renovation, construction, installation,
        substitution, maintenance, manufacture, occupancy, operation, possession,
        disposition, use, non-use, financing, leasing, sub-leasing or condition of
        the
        Property or any part thereof or of the execution, delivery, expiration,
        redemption or termination of the Lease, the Notes, the Investments or any
        other
        Operative Document; (ii) those which may be imposed or levied upon,
        assessed against or measured by any Fixed Rent, Additional Rent or other
        sum
        payable under the Lease, the Notes, the Investments, the Participation Agreement
        or any other Operative Document; (iii) all sales, value added, goods and
        services, use and similar Taxes at any time levied, assessed or payable on
        account of the ownership, operation, use, leasing, or subleasing of the Property
        or any part thereof; (iv) all charges, rents, levies, fees, or assessments
        for or in respect of utilities, communications and other services rendered
        or
        used on or about or in connection with the Property or any part thereof;
        and
        (v) payments in lieu of each of the foregoing and all liabilities with
        respect to the foregoing; and (b) excluding Excluded Charges.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      “CIP”
means
        Citibank International plc (Paris Branch), a finance institution established
        under the laws of England and qualified in France as a credit establishment
        of
        the European Economic Area.

       

      "Citibank"
        means
        Citibank, N.A., a national banking association.

       

      "Citigroup"
        means
        Citigroup Global Markets, Inc., Citibank, CNAI, Citicorp USA, Inc. and/or
        any of
        their respective branches or Affiliates.

       

      "Closing
        Costs"
        means
        all costs and expenses incident to any sale, lease, exchange, redeployment
        or
        other disposition of the Property pursuant to the Operative Documents, including
        reasonable attorneys' fees of Special Counsel and any local counsel and escrow
        fees, recording fees, broker's fees, any out-of-pocket fees, costs (including
        Break Costs) or expenses incurred reasonably, or payable under the Operative
        Documents, by the Lessor or the Agent in connection with the same and in
        connection with the release of any Operative Document, and all applicable
        transfer and sales taxes which may be imposed by reason of such sale and
        conveyance and the delivery of any and all instruments in connection
        therewith.

       

      "Closing
        Date"
        has the
        meaning set forth in Exhibit A to the Participation Agreement.

       

      "CNAI"
        means
        Citicorp North America, Inc., a Delaware corporation.

       

      "Code"
        means
        the Internal Revenue Code of 1986, as amended, and the rules and regulations
        promulgated or issued from time to time thereunder.

       

      "Commission"
        means
        the Securities and Exchange Commission, or any regulatory body that succeeds
        to
        the functions thereof.

       

      "Commitment
        Fees"
        has the
        meaning set forth in Schedule II to the Participation
        Agreement.

       

      "Commitment
        Termination Date"
        means
        the earliest of (i) the Completion Date, (ii) the Date Certain
        (iii) full utilization of the Commitments and (iv) any other
        termination of the Commitments in full, including upon an Event of Default
        or
        Unwind Event.

       

      "Commitments"
        means,
        collectively the Note Commitments and the Investment Commitment, totaling
        €23,000,000.

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      "Company"
        means
        Dresser-Rand S.A. (France), a French société anonyme corporation.

       

      "Completion
        Certificate"
        has the
        meaning set forth in Section 2.04(a) of the Participation
        Agreement.

       

      "Completion
        Date"
        means
        the date on and as of which (i) the Construction Agent has delivered to the
        Lessor a fully executed Completion Certificate for the Property and
        (ii) the other conditions set forth in Section 2.04 of the
        Participation Agreement have been satisfied.

       

      "Condemnation"
        means
        the taking, compulsory acquisition or requisitioning of the use of or title
        to
        the Property, any part thereof or the Lessor's rights, title and interest
        therein, by, or on account of, any condemnation or other action by any Person
        having the power of condemnation and shall include the withdrawal of the
        right
        to occupy the Land pursuant to the Ground Lease for reasons of public interest
        or utility.

       

      "Consent"
        means
        any consent, approval, waiver, exemption, order, other action by, and any
        notice
        to or filing with, any Governmental Authority or other Person.

       

      "Construction
        Agency Agreement"
        means
        the Construction Agency Agreement dated as of or prior to the Initial Funding
        Date between the Company, as Construction Agent, and the Lessor.

       

      "Construction
        Agent"
        means
        the Company, as construction agent under the Agency Agreement.

       

      "Construction
        Budget"
        means
        the budget prepared by the Construction Agent, in form and substance reasonably
        satisfactory to the Agent, which specifies the expected Actual Project Costs
        for
        the acquisition, construction and installation of the Facility, as the same
        may
        be amended, subject to limitations contained in Section 4(a)(i) of the
        Construction Agency Agreement.

       

      "Construction
        Period Funding Requirement"
        has the
        meaning set forth in Section 1.05(c) of the Participation
        Agreement.

       

      "Construction
        Period"
        means
        the period which commenced on the Initial Funding Date and terminates on
        the
        Completion Date or on such earlier date that the Operative Documents may
        be
        terminated in accordance with the terms of the Operative Documents.

       

      "Construction
        Schedule"
        means
        the construction schedule for the Facility, in form and substance reasonably
        satisfactory to the Agent, as the same may be amended, subject to the
        limitations contained in Section 4(a)(iii) of the Construction Agency
        Agreement.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      "Contingent
        Rent"
        has the
        meaning set forth in Section 6.07 of the Participation
        Agreement.

       

      "Covered
        Matters"
        means
        each of the matters referred to in clauses (i) through (xvi),
        inclusive, of Section 9.14(a) of the Participation Agreement and subject to
        the exclusions set forth in Section 9.14(b) of the Participation
        Agreement.

       

      "CIP"
        means
        Citibank International plc (Paris Branch) a finance institution established
        under the laws of England and qualified in France as a credit establishment
        of
        the European Economic Area.

       

      "Consolidated
        Debt"
        has the
        meaning given to such term in the Revolving Credit Agreement.

       

      "Date
        Certain"
        means
        eighteen (18) months from the Initial Funding Date, subject to an extension
        of
        up to six months for Force Majeure affecting the completion of the
        Property.

       

      "Debt"
        means
        (i) indebtedness for borrowed money, (ii) obligations evidenced by
        bonds, debentures, notes or other similar instruments, (iii) obligations to
        pay the deferred purchase price of property (excluding obligations under
        agreements for the purchase of goods in the normal course of business, but
        including obligations under agreements relating to the issuance of performance
        letters of credit or acceptance financing), (iv) obligations as lessee
        under leases which shall have been or should be, in accordance with generally
        accepted accounting principles, recorded as capital leases, (v) obligations
        under direct or indirect guaranties in respect of, and obligations (contingent
        or otherwise) to purchase or otherwise acquire, or otherwise to assure a
        creditor against loss in respect of, indebtedness or obligations of others
        of
        the kinds referred to in clauses (i) through (iv) above and
        (vi) liabilities in respect of unfunded vested benefits under Plans;
provided
        that
        (x) for the purposes of Section 8(a) of the Guaranty, "Debt" means
        only indebtedness for borrowed money (however evidenced) and (y) for the
        purposes of Section 6.01(f) of the Participation Agreement "Debt" means
        only (1) the obligations described in clauses (i), (ii) and (iii)
        above and (2) the obligations described in clause (v) above (to the
        extent such obligations relate to Debt described in clause (i) or (ii)
        above).

       

      "Debt
        Rating"
        means
        as of any date, the rating that has been most recently announced by a Rating
        Agency for any class of senior, unsecured, non-credit enhanced long-term
        indebtedness for borrowed money issued by the Guarantor. For purposes of
        the
        foregoing, if any rating established by a Rating Agency shall be changed,
        such
        change shall be effective as of the date on which such change is first announced
        publicly by such Rating Agency.

       

      "Default"
        means
        an event which with the lapse of time, the giving of notice or both would
        become
        an Event of Default or an Unwind Event.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      "Default
        Rate"
        means a
        rate per annum equal at all times to two percent (2%) per annum above the
        Applicable Rate.

       

      "Distributions"
        means
        the distributions of current yield payable in respect of the Investments
        on each
        Payment Date, except that such amounts shall be capitalized pursuant to
        Section 1.03(b) of the Participation Agreement during the Construction
        Period. 

       

      "EBITDA"
        has the
        meaning given to such term in the Revolving Credit Agreement.

       

      "Effective
        Date"
        has the
        meaning given to such term in Section 2.01(a) of the Participation
        Agreement.

       

      "Eligible
        Assignee"
        means
        any Affiliate of the Note Holders and any financial institution approved
        by the
        Agent and, so long as no Event of Default or Unwind Event shall have occurred
        and be continuing, the Company, such approval not to be unreasonably withheld
        or
        delayed.

       

      "EMU
        Legislation"
        means
        legislative measures of the European Council for the introduction of, changeover
        to or operation of a single or unified European currency (whether known as
        the
        Euro or otherwise), being in part the implementation of the third stage of
        EMU.

       

      "Environmental
        Action"
        means
        any administrative, regulatory or judicial action, suit, demand, demand letter,
        claim, notice of non-compliance or violation, notice of liability or potential
        liability, investigation, proceeding, consent order or consent agreement
        arising
        under any Environmental Law or Environmental Permit or relating to Hazardous
        Materials or arising from alleged injury or threat of injury to health and
        safety as it relates to Hazardous Materials or the environment, including
        (a) by any Governmental Authority for enforcement, Remediation or other
        actions or damages and (b) by any Governmental Authority or any third party
        for damages, contribution, indemnification, cost recovery, compensation or
        injunctive relief.

       

      "Environmental
        Consultant"
        means
        any environmental consulting firm selected by the Agent and reasonably
        satisfactory to the Company.

       

      "Environmental
        Event"
        means
        (i) any environmental event that has occurred or any environmental
        condition that is discovered in, on, beneath, from or involving the Property
        or
        any portion thereof (including the presence, emission, discharge, disposal,
        spill, leaching or other release of Hazardous Materials or the violation
        of any
        applicable Environmental Law) for which it may reasonably be expected that
        responsive measures, Remediation, or reporting will be required under any
        Environmental Law or (ii) the commencement of an Environmental Action
        concerning or against the Construction Agent, the Lessor, the Lessee, or
        the
        Property or any portion thereof, which Environmental Action could reasonably
        be
        expected to result in any ordered Remediation or corrective action or other
        liability.

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      "Environmental
        Law"
        means
        any and all applicable Laws (as well as obligations, duties and requirements
        relating thereto under common law) relating to: (a) emissions, discharges,
        spills, releases or threatened releases of pollutants, contaminants, Hazardous
        Materials, materials containing Hazardous Materials, or hazardous or toxic
        materials or wastes into ambient air, surface water, groundwater, watercourses,
        publicly or privately-owned treatment works, drains, sewer systems, wetlands,
        septic systems or onto land; (b) the use, treatment, storage, disposal,
        handling, manufacturing, transportation, or shipment of Hazardous Materials,
        materials containing Hazardous Materials or hazardous and/or toxic wastes,
        materials, products or by-products (or of equipment or apparatus containing
        Hazardous Materials); (c) pollution or the protection of human health,
        safety or the environment from exposure to or injury or damage caused by
        Hazardous Materials; or (d) land use laws to the extent relating to human
        health and safety as it relates to Hazardous Materials or the
        environment.

       

      "Environmental
        Permit"
        means
        any Permit, approval, identification number, license or other authorization
        required under any Environmental Law.

       

      "Environmental
        Trigger"
        means
        the occurrence or existence of one or more Environmental Events affecting
        the
        Property where, in the reasonable opinion of the Agent and the Environmental
        Consultant, (i) the cost of Remediation, individually or in the aggregate,
        is reasonably expected to exceed $5,000,000 or (ii) the occurrence of such
        Environmental Event would materially and adversely affect the value of the
        Property or is otherwise reasonably expected to result in material liability
        with respect to the Property.

       

      "ERISA"
        means
        the Employee Retirement Income Security Act of 1974, as amended, or any
        successor statute.

       

      "ERISA
        Affiliate"
        means
        any trade or business (whether or not incorporated) which is a member of
        a group
        of which the Guarantor is a member and which is under common control within
        the
        meaning of the regulations under Section 414 of the Code.

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      "EURIBOR
        Rate"
        means
        for any Interest Period, the rate per annum (rounded upwards, if necessary,
        to
        the nearest 1/100 of one percent) appearing on the Screen for Euros as the
        British Bankers Association LIBOR Rate ("BBA
        LIBOR")
        for
        deposits in Euros within the member states of the European Union which are
        Participating Member States at approximately 11:00 A.M. London time (or as
        soon thereafter as practicable) two Business Days prior to the first day
        of the
        Interest Period for such Advance or Investment, respectively, with a term
        equivalent to such Interest Period; provided that if such rate does not appear
        on such Screen (or, if such Screen shall cease to be publicly available or
        if
        the information contained on such Screen, in the Agent's reasonable judgment,
        shall cease accurately to reflect such BBA LIBOR for deposits in Euros within
        the member states of the European Union which are Participating Member States,
        as reported by any publicly available source of similar market data selected
        by
        the Agent that, in the Agent's reasonable judgment, accurately reflects such
        BBA
        LIBOR for deposits in Euros within the member states of the European Union
        which
        are Participating Member States), the "EURIBOR Rate" for such Interest Period
        for such Advance or Investment, respectively, shall be the arithmetic average
        (rounded to the nearest 1/100 of one percent) of the rates per annum at
        which deposits in Euros are offered by the principal office of the Citibank
        in
        (i) London, England to prime banks in the London interbank market at
        approximately 10:00 A.M. (London time), two Business Days before the first
        day of the Interest Period for such Advance or Investment, respectively,
        in an
        amount substantially equal to the Advance or Investment, respectively,
        comprising part of such Funding to be outstanding during such Interest
        Period.

      
         

      

      "Euro"
        or “€”
means the single currency of Participating Member States of the European
        Union.

       

      "Eurocurrency
        Liabilities"
        has the
        meaning assigned to the term "Eurocurrency liabilities" in Regulation D of
        the Federal Reserve Board, as in effect from time to time.

       

      "Event
        of Default"
        has the
        meaning set forth in Section 6.01 of the Participation
        Agreement.

       

      "Event
        of Loss"
        means a
        Casualty, Condemnation or Environmental Event with respect to the
        Property.

       

      "Exchange
        Act"
        means
        the Securities Exchange Act of 1934.

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      "Excluded
        Charges"
        means
        (i) Taxes imposed on the Agent's or the Lessor's gross or net income or
        gross or net receipts (including any minimum taxes or taxes on, measured
        by or
        in the nature of capital, net worth, excess profits, items of tax preference,
        capital stock, franchise, business privilege or doing business taxes, all
        of the
        foregoing, to the extent such taxes are in the nature of a tax based upon
        or
        measured by gross or net income or gross or net receipts), and franchise
        Taxes
        imposed on such Person, to the extent such Tax is determined solely by reference
        to the fees received by the Agent or the Lessor under the Operative Documents;
        (ii) United States federal Taxes imposed on gross or net income or gross or
        net receipts (including any minimum taxes or taxes on, measured by or in
        the
        nature of capital, net worth, excess profits, items of tax preference, capital
        stock, franchise, business privilege or doing business taxes, all of the
        foregoing, to the extent such taxes are in the nature of a tax based upon
        or
        measured by gross or net income or gross or net receipts) (other than Taxes
        withheld at the source which shall be indemnified to the extent provided
        below)
        on a Lessor Party (other than an Indemnified Party) to the extent that such
        Tax
        is determined solely on the basis that such Person is a creditor entitled
        to
        receive only payments of interest, stated original issue discount, if any,
        and
        principal for such Tax purposes; (iii) Taxes imposed on a Lessor Party's
        (other than an Indemnified Party's) gross or net income or gross or net receipts
        (including any minimum taxes or taxes on, measured by or in the nature of
        capital, net worth, excess profits, items of tax preference, capital stock,
        franchise, business privilege or doing business taxes, all of the foregoing,
        to
        the extent such taxes are in the nature of a tax based upon or measured by
        gross
        or net income or gross or net receipts) by the jurisdiction under the Laws
        of
        which such Person is organized or by any jurisdiction in which such Person
        is
        doing business or by any political subdivision of the foregoing, to the extent
        that such Tax is determined solely on the basis that such Person is a creditor
        entitled to receive only payments of interest, stated original issue discount,
        if any, and principal for such Tax purposes; (iv) any Taxes imposed by the
        United States of America by means of withholding at the source if and to
        the
        extent that (A) such Taxes are not attributable to a change in applicable
        Law after the Execution Date or the effective date of the Assignment and
        Acceptance pursuant to which such Person became a Lessor Party (other than
        an
        Indemnified Party), (B) such Taxes are determined solely on the basis that
        such Person is a creditor entitled to receive only payments of interest,
        stated
        original issue discount, if any, and principal for such Tax purposes and
        (C)
        such Taxes are attributable to such Person's failure to properly complete
        and
        execute any Prescribed Forms such Person is eligible to complete that have
        been
        provided to it by the Company that would have reduced or eliminated the
        obligation to withhold such Taxes; (v) any Tax to the extent it relates to
        any act, event or omission that occurs, or relates to a period, after the
        termination of the Lease; (vi) any Tax for so long as it is being contested
        in accordance with the provisions of Section 5.04(h) of the Participation
        Agreement, provided
        that the
        foregoing shall not limit the Company's obligation under Section 5.04(h)
        of the
        Participation Agreement to advance to such Lessor Party amounts with respect
        to
        Taxes that are being contested in accordance with Section 5.04(h) of the
        Participation Agreement or any expenses incurred by such Lessor Party in
        connection with such contest; (vii) any Taxes imposed upon a Lessor Party
        with respect to any transfer, sale, financing or other disposition of any
        interest in the Property or any part thereof, or any interest therein or
        any
        interest or obligation under the Operative Documents or any Note or the
        Investments, or from any sale, assignment, transfer or other disposition
        of any
        interest in a Lessor Party or any Affiliate thereof, (other than any transfer
        in
        connection with (1) the exercise by the Company of its purchase option
        pursuant to Section 6.04 of the Participation Agreement, (2) the occurrence
        of an Event of Default, (3) a Casualty or Condemnation affecting the
        Property or (4) any assignment, sublease, modification or addition of or to
        the Property by the Company; (viii) any Taxes imposed against or payable by
        the Lessor Party resulting from, or that would not have been imposed but
        for,
        the gross negligence or willful misconduct of such Lessor Party; (ix) Taxes
        imposed on or payable by a Lessor Party to the extent such Taxes would not
        have
        been imposed but for a breach by the Lessor Party or any Affiliate thereof
        of
        any representations, warranties or covenants set forth in the Operative
        Documents (unless such breach is caused by the Company's breach of its
        representations, warranties or covenants set forth in the Operative Documents);
        (x) Taxes to the extent resulting from such Lessor Party's failure to
        comply with the provisions of Section 5.04(h) of the Participation Agreement,
        which failure precludes or materially adversely affects the ability to conduct
        a
        contest pursuant to Section 5.04(h) of the Participation Agreement (unless
        such
        failure is caused by the Company's breach of its obligations); (xi) Taxes
        which are included in Actual Project Costs if and to the extent actually
        paid
        and such Taxes are provided for in the Construction Budget; (xii) Taxes
        imposed on or with respect to or payable as a result of activities of a Lessor
        Party unrelated to the transactions contemplated by the Participation Agreement
        and the Operative Documents; (xiii) any Taxes imposed on a direct or
        indirect transferee, successor or assign of a Lessor Party to the extent
        of the
        excess of such Taxes over the amount of such Taxes that would have been imposed
        had there not been a transfer by the original Lessor Party of an interest
        arising under the Operative Documents, provided,
        however,
        that
        there shall not be excluded under this clause (xiii) any such Tax if such
        direct
        or indirect transferee, successor, or assignee of the Lessor Party acquired
        its
        interest as a result of a transfer in connection with or after an Event of
        Default; provided,
        further,
        that
        there shall not be excluded under this clause (xiii) any amount necessary
        to
        make any payment on an After Tax Basis; (xiv) any gift, inheritance or
        estate or similar Tax; (xv) any Tax imposed on a Lessor Party as a result
        of the
        failure of such Lessor Party to file any report, return or statement on a
        timely
        basis and to pay any Tax indicated as being due and payable on such report,
        return or statement, other than any withholding or other Tax which may be
        paid
        by the Company directly except to the extent attributable to (A) the Company's
        failure to satisfy its obligations under Section 5.04(i) of the Participation
        Agreement or (B) the Company's failure to make any payment with respect to
        such
        Tax in accordance with the provisions of Section 5.04 of the Participation
        Agreement; (xvi) any Tax which is specifically identified as an Actual Project
        Cost in the Construction Budget if and to the extent actually paid and (xvii)
        any Taxes arising from the occurrence of any prohibited transaction, within
        the
        meaning of Section 406 of ERISA or Section 4975(c) of the Code; provided,
        however,
        that
        any such Taxes are not incurred or increased directly or indirectly by actions
        of the Company on or after the Execution Date (other than actions specifically
        required of the Company under any of the Operative Documents).

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      "Expiration
        Date"
        means
        (i) the Base Term Expiration Date, (ii) if an Extension Term is given
        effect, its Renewal Term Expiration Date, and (iii) any other date on which
        the Lease is terminated in accordance with its terms and the terms of the
        other
        Operative Documents.

       

      "Extension
        Request"
        has the
        meaning set forth in Section 5.07(a) of the Participation
        Agreement.

       

      "Extension
        Term"
        has the
        meaning set forth in Section 3.02(a) of the Lease.

       

      "Facility"
        means
        all required improvements to be constructed on the Land as described, including
        all buildings, fixtures and equipment of every kind from time to time to
        be
        constructed and installed pursuant to the Construction Agency Agreement and
        the
        Facility Agreements, together with any and all easements, benefits and
        appurtenances or such improvements, including sidewalks, utility pipes, conduits
        and lines, and parking areas and roadways.

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      "Facility
        Agreements"
        has the
        meaning set forth in Section 3(e) of the Agency Agreement.

       

      "Federal
        Reserve Board"
        means
        the Board of Governors of the Federal Reserve System or any successor
        thereto.

       

      "FIN
        46"
        means
        Financial Accounting Standards Board Interpretation No. 46 entitled
        "Consolidation of Variable Interest Entities, an Interpretation of Accounting
        Research Bulletin (ARB) No. 51" issued in January 2003.

       

      "Financial
        Officer"
        means,
        with respect to any Person, the chief financial officer, principal accounting
        officer, treasurer, controller, or vice president-finance of such
        Person.

       

      "Fixed
        Rent"
        has the
        meaning set forth in Section 4.01 of the Lease.

       

      "Force
        Majeure"
        means
        strikes, acts of God, acts of any Governmental Authority, natural disaster,
        war,
        insurrection, riot, terrorist acts or civil disobedience or other events
        beyond
        the direct or indirect control of the Construction Agent or its contractors
        or
        subcontractors and which are not attributable to a Fully Indemnifiable Event;
        provided,
        that an
        event shall not be considered to be beyond the control of the Construction
        Agent
        or its contractors or subcontractors if such event (x) could have been
        avoided by exercising that standard of foresight, care and due diligence
        that an
        ordinary, prudent and competent Person would exercise under the circumstances
        or
        (y) could have been avoided through the commercially reasonable expenditure
        of funds by the Construction Agent from proceeds of Advances and
        Investments.

       

      "Force
        Majeure Costs"
        means
        any diminution in fair value of the Property due to a Force Majeure Loss
        Event,
        and any costs incurred by the Lessor as a result of a Force Majeure Loss
        Event;
provided,
        however,
        that
        such costs shall only include interest on the Notes and Distributions on
        the
        Investments to the extent such interest and Distributions exceed the then
        available Total Note Commitment and the Investment Commitment or are for
        a
        period after the Date Certain.

       

      "'Force
        Majeure Loss Event"
        means
        any Casualty or Condemnation, respectively, arising from an event of Force
        Majeure, which event of Force Majeure occurs during the Interim Term and,
        without duplication, any other event of Force Majeure with occurs during
        the
        Interim Term, in each case as determined by the Construction Agent in its
        reasonable discretion by written notice to the Agent and the Lessor delivered
        after the Construction Agent has knowledge of the relevant event. For the
        avoidance of doubt, Fully Indemnifiable Events do not constitute Force Majeure
        Loss Events.

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

       

      "Fully
        Indemnifiable Event"
        means:
        (i) any Environmental Event arising from a Pre-existing Environmental
        Condition, (ii) any claims of the Lessor for Losses unrelated to completion
        of construction of the Facility arising from any actions or failures to act
        on
        the part of the Company, as Construction Agent, or the Company's agents or
        subcontractors while in possession or control of the Facility or any portion
        thereof; (iii) any act of fraud, misapplication of funds, illegal acts, or
        willful misconduct on the part of the Company or (iv) any Bankruptcy
        Event.

       

      "Funding"
        means a
        funding of Actual Project Costs specified in a Requisition, which Funding
        will
        consist of Advances made by the Note Holders and Investments made by the
        Lessor.

       

      "Funding
        Date"
        means
        any date on which a Funding occurs under Article I of the Participation
        Agreement.

       

      "Funding
        Percentage"
        means
        (a) with respect to any A-Note Holder, for any Funding to be made by the
        A-Note Holders, the percentage equal to such A-Note Holder's A-Note Commitment
        divided by the Total A-Note Commitment, (b)  with respect to any B-Note
        Holder, for any Funding to be made by the B-Note Holders, the percentage
        equal
        to such B-Note Holder's B-Note Commitment divided by the Total B-Note
        Commitment, and (c) with respect to the Lessor, for any Funding to be made
        by
        the Lessor, 100%.

       

      "GAAP"
        means
        generally accepted accounting principles (including principles of
        consolidation), in effect from time to time in the United States, consistently
        applied. 

       

      "GAAP
        Project Costs"
        means
        Actual Project Costs other than (i) Specified Capitalized Amounts and
        (ii) deductibles under insurance policies maintained by the Construction
        Agent under the Agency Agreement.

       

      "Governmental
        Action"
        means
        all permits, authorizations, registrations, consents, approvals, waivers,
        exceptions, variances, orders, judgments, written interpretations, decrees,
        licenses, exemptions, publications, filings, notices to and declarations
        of or
        with, or required by, any Governmental Authority, or required by any applicable
        Law, and shall include, without limitation, all environmental and operating
        permits and licenses that are required for the use, occupancy, zoning and
        operation of the Property as provided in the Lease.

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

       

      "Governmental
        Authority"
        means
        any United States, European Union, French, national, provincial, local or
        foreign court or governmental agency, authority, instrumentality or regulatory
        body with jurisdiction over the Company, the Lessor, the Lessee, the Note
        Holders, the Agent or the Property or any portion thereof.

       

      "Ground
        Lease"
        means
        the Ground Lease dated as of or prior to the Initial Funding Date, between
        the
        Port, as ground lessor and the Company, as ground lessee, as the same may
        be
        further amended from time to time.

       

      "Guarantor"
        means
        Dresser Rand Group Inc.

       

      "Guaranty"
        means
        the Parent Guaranty dated as of or prior to the Initial Funding Date by the
        Guarantor in favor of the Lessor.

       

      "Hazardous
        Materials"
        means
        (a) hazardous materials, hazardous wastes, hazardous pollutants, hazardous
        contaminants and hazardous substances as those or similar terms are defined
        under any Environmental Laws (including any liquid, ion, living organism
        or
        noise) that may be harmful to human health or other life or the environment
        or a
        nuisance to any person or that may make the use or ownership of any affected
        land or property more costly; (b) petroleum and petroleum products
        including crude oil and any fractions thereof; (c) natural gas, synthetic
        gas, and any mixtures thereof; (d) asbestos and/or any material which
        contains any hydrated mineral silicate, including, but not limited to,
        chrysolite, amosite, crocidolite, tremolite, anthophylite and/or actinolite,
        whether friable or non-friable; (e) polychlorinated biphenyls
        ("PCB's"),
        or
        PCB-containing materials, or fluids; (f) radon; (g) any other
        hazardous radioactive, toxic or noxious substance, material, pollutant, or
        solid, liquid or gaseous waste; and (h) any hazardous substance that,
        whether by its nature or its use, is regulated under any Environmental Law
        or
        with respect to which any Environmental Law or governmental agency requires
        environmental investigation, monitoring or remediation.

       

      "Increased
        Costs"
        has the
        meaning set forth in Section 5.02(b) of the Participation
        Agreement.

       

      "Indemnified
        Party"
        has the
        meaning set forth in Section 9.14(b) of the Participation
        Agreement.

       

      "Independent
        Engineer"
        means
        an engineering firm recognized nationally in France (i) reasonably
        satisfactory to the Agent and the Company and (ii) with respect to
        Section 9.05(b) of the Lease, reasonably satisfactory to the
        Agent.

       

      “Initial
        Funding Date”
means
        the date on which all of the conditions precedent set forth in Section 2.02
        of
        the Participation Agreement are satisfied, which date shall be the date that
        each Operative Document (other than the Participation Agreement) shall be
        dated.

       

      
        
           

        

        
          18

          
            

          

        

        
           

        

      

       

      "Instrument
        Guaranty"
        means
        the Instrument Guaranty dated as of or prior to the Initial Funding Date
        by the
        Company in favor of the Note Holders and the Lessor.

       

      "Insurance
        Requirements"
        means
        (i) during the Construction Period, the insurance requirements contained in
        Section 5 of the Construction Agency Agreement and (ii) during the
        Base Term, the insurance requirements contained in Section 6.05 of the
        Lease.

       

      "Intellectual
        Property Rights"
        has the
        meaning set forth in Section 6.10(d)(ii) of the Lease.

       

      "Intended
        Use"
        means a
        facility for testing compressors, gas turbines, electric motors, together
        with
        all similar and associated equipment.

       

      "Interest
        Period"
        means,
        with respect to the Notes and the Investments, the period commencing on a
        Funding Date, or the last day of the immediately preceding Interest Period,
        as
        applicable, and ending on the numerically corresponding day in the calendar
        month that is one (1), two (2), three (3) or six (6) months
        thereafter and each successive period commencing on the last day of the
        preceding Interest Period and ending on the numerically corresponding day
        of the
        calendar month that is one (1), two (2), three (3) or
        six (6) months thereafter; provided,
        however,
        that:

       

      (i) if
        any
        Interest Period would otherwise end on a day which is not a Business Day,
        that
        Interest Period shall be extended to the next succeeding Business Day unless
        the
        result of such extension would be to carry such Interest Period into another
        calendar month, in which event such Interest Period shall end on the immediately
        preceding Business Day;

       

      (ii) any
        Interest Period that begins on the last Business Day of a calendar month
        (or on
        a day for which there is no numerically corresponding day in the calendar
        month
        at the end of the then commencing Interest Period) shall end on the last
        Business Day of the calendar month at the end of such Interest
        Period;

       

      (iii) no
        Interest Period shall extend beyond the Expiration Date;

       

      (iv) for
        purposes of calculating interest for any Interest Period, such calculations
        shall include the first day but exclude the last day of any such Interest
        Period; and

       

      (v) there
        shall not be more than three (3) Interest Periods at any one
        time.

       

      "Interest
        Setting Date"
        means,
        with respect to any Interest Period, the date which is three (3) Business
        Days before the first day of such Interest Period.

       

      
        
           

        

        
          19

          
            

          

        

        
           

        

      

       

      "Interim
        Term"
        has the
        meaning set forth in Section 3.01 of the Lease.

       

      "Investment"
        has the
        meaning set forth in Section 1.02(a) of the Participation
        Agreement.

       

      "Investment
        Capitalized Amounts"
        means
        Distributions and, if Citigroup is the Lessor, the fees payable to Citigroup
        pursuant to Sections III and IV of Schedule II to the Participation Agreement,
        which amounts are funded by Investments made pursuant to Section 1.03(b)
        of the
        Participation Agreement.

       

      "Investment
        Commitment"
        means
        the commitment of the Lessor to make Investments pursuant to Section 1.02
        of the Participation Agreement up to an amount equal to €1,150,000, which
        commitment shall expire on the Commitment Termination Date.

       

      "Investment
        Liquidation Amount"
        means
        the unpaid Investments, plus the Distributions accrued and unpaid
        thereon.

       

      "Investment
        Portion of Actual Project Costs"
        means
        the amount equal to the product of (i) the aggregate amount of Actual
        Project Costs (excluding the A-Note Capitalized Amounts, the B-Note Capitalized
        Amounts and the Investment Capitalized Amounts) to be funded, multiplied
        by
        (ii) 5%.

       

      "Involuntary
        Transfer"
        has the
        meaning set forth in Section 5.03(j)(ii) of the Participation
        Agreement.

       

      "Junior
        Takeout"
        has the
        meaning set forth in Section 6.09(d)(ii) of the Participation
        Agreement.

       

      "Junior
        Takeout Notice"
        has the
        meaning set forth in Section 6.09(d)(ii) of the Participation
        Agreement.

       

      "Junior
        Takeout Option"
        has the
        meaning set forth in Section 6.09(d)(ii) of the Participation
        Agreement.

       

      "Junior
        Takeout Period"
        has the
        meaning set forth in Section 6.09(d)(ii) of the Participation
        Agreement.

       

      "Junior
        Takeout Price"
        has the
        meaning set forth in Section 6.09(d)(ii) of the Participation
        Agreement.

       

      "Land"
        has the
        meaning set forth in the Preliminary Statement of the Lease.

       

      "Law"
        means
        any law (including ERISA), treaty, statute, rule, regulation, ordinance,
        directive, order, ruling, code, binding judgment, decree, injunction, writ,
        determination, award, Permit, requirement or decision of, or agreement with
        or
        by a Governmental Authority, as the same shall be amended, issued or promulgated
        from time to time.

       

      
        
           

        

        
          20

          
            

          

        

        
           

        

      

       

      "Lease"
        means
        the Lease dated as of or prior to the Initial Funding Date between the Lessor
        and the Lessee.

       

      "Lease
        Extension Request"
        has the
        meaning set forth in Section 3.02(a) of the Lease.

       

      "Lease
        Term"
        means
        the Interim Term, the Base Term and the Extension Term(s), if any.

       

      "Legal
        Requirements"
        means
        (i) all applicable Laws, ordinary or extraordinary, or requirements arising
        from any restriction of record or otherwise, which now or at any time hereafter
        may be applicable to (A) the Lessor, solely as the result and directly
        related to being the holder of the ownership rights in, title to or leasehold
        interest in the Property; (B) the Lessee under the Lease; or (C) the
        Property or any part thereof, or any of the adjoining sidewalks or the
        ownership, acquisition, installation, construction, operation, mortgaging,
        occupancy, possession, use, non-use or condition of the Property or any part
        thereof; and (ii) all material agreements, covenants, and restrictions
        applicable to the Property or any part thereof or the ownership, acquisition,
        installation, construction, rebuilding, operation, mortgaging, occupancy,
        possession, use, non-use or condition thereof.

       

      "Lessee"
        means
        the Company, as lessee under the Lease, and its successors and permitted
        assigns.

       

      "Lessor"
        means
        CIP, and its permitted successors and assigns under the terms of the
        Participation Agreement and the other Operative Documents.

       

      "Lessor
        Group"
        means
        the Lessor, the Agent, the Note Holders, and their respective agents and
        representatives.

       

      
        
           

        

        
          21

          
            

          

        

        
           

        

      

       

      "Lessor
        Lien"
        means
        any Lien, true lease or sublease or disposition of title with respect to
        the
        Property arising as a result of (i) any claim against the Lessor, the Agent
        or any Note Holder not resulting from the transactions contemplated by the
        Operative Documents, (ii) any act or omission of the Lessor, the Agent or
        any Note Holder which is not required or expressly permitted by the Operative
        Documents or is in violation of any of the terms of the Operative Documents,
        (iii) any claim against the Lessor, the Agent or any Note Holder with
        respect to Taxes or Transaction Costs against which the Construction Agent
        or
        the Lessee is not required to indemnify the Lessor, the Agent or any Note
        Holder, in its individual capacity, pursuant to Section 9.14 of the
        Participation Agreement (other than by reason of clause (z) of
        Section 9.14(b) of the Participation Agreement), (iv) any claim
        against the Lessor or the Agent arising out of any transfer by the Lessor
        of all
        or any portion of the Property or the Operative Documents other than the
        transfer of title to or possession of the Property by the Lessor (1) pursuant
        to
        and in accordance with Sections 6.02, 6.03, 6.06, 6.07, 6.08, 6.09 or 6.10
        of
        the Participation Agreement, (2) to any Person with the consent of the Company
        or (3) to the Company or any designee of the Company pursuant to or in
        accordance with the Operative Documents, or (v) any claim against any Note
        Holder arising out of any transfer by such Note Holder of any Note or any
        interest therein other than in accordance with the provisions of the
        Participation Agreement. Lessor Liens will not include any Permitted
        Encumbrances, any interests created by the Lessor upon the exercise of any
        right
        under the Operative Documents upon any Default, Event of Default or Unwind
        Event
        or any Lien or other encumbrance created by the Construction Agent or the
        Lessee, whether or not on behalf of the Lessor.

       

      "Lessor
        Party"
        means
        each of the Lessor, the Agent, the Note Holders, their respective Affiliates,
        permitted successors and assigns and any officer, director, employee, agent
        or
        controlling Person of any of the above.

       

      “Levels”
means,
        as applicable, Level I, Level II, Level III, Level IV or Level V.

       

      “Level
        I”
means
        a
        Leverage Ratio equal to or greater than 2.5 to 1.0.

       

      “Level
        II”
means
        a
        Leverage Ratio less than 2.5 to 1:0 but equal to or greater than 2.0 to
        1.0.

       

      “Level
        III”
means
        a
        Leverage Ratio less than 2.0 to 1:0 but equal to or greater than 1.5 to
        1.0.

       

      “Level
        IV”
means
        Leverage Ratio less than 1.50 to 1:0 but equal to or greater than 1.0 to
        1.0.

       

      “Level
        V”
means
        Leverage Ratio less than 1.0 to 1.00

       

      "Leverage
        Ratio"
        means,
        on any date, the ratio of (a) Consolidated Debt as of such date to (b) EBITDA
        for the period of four consecutive fiscal quarters of the Guarantor most
        recently ended as of such date, all determined on a consolidated basis in
        accordance with GAAP; provided that to the extent any Asset Disposition or
        any
        Asset Acquisition (each as defined in the Revolving Credit Agreement) (or
        any
        similar transaction or transactions that require a waiver or a consent of
        the
        Required Lenders (as defined in the Revolving Credit Agreement) or incurrence
        or
        repayment of Indebtedness (as defined in the Revolving Credit Agreement)
        (excluding normal fluctuations in revolving Indebtedness incurred for working
        capital purposes) has occurred during the relevant Test Period, EBITDA shall
        be
        determined for the respective Test Period on a Pro Forma Basis (as defined
        in
        the Revolving Credit Agreement) for such occurrences.

       

      
        
           

        

        
          22

          
            

          

        

        
           

        

      

       

      "Liquidation
        Property Interest"
        means
        all rights, privileges and benefits of the Company under the Ground Lease
        and
        the Sub-Ground Lease and of the Lessor under the Sub-Ground Lease.

       

      "Lessor
        Transferee"
        has the
        meaning set forth in Section 5.03(j)(i) of the Participation
        Agreement.

       

      "Lien"
        means
        any deed to secure debt, mortgage, deed of trust, pledge, security interest,
        security title, encumbrance, lien, judgment lien, writ of execution, attachment
        or charge of any kind, including any conditional sale or other title retention
        agreement, any lease in the nature thereof and the filing of or agreement
        to
        give, any security interest or financing statements under any applicable
        personal property security act or any comparable Law of any
        jurisdiction.

       

      "Liquidation
        Event"
        has the
        meaning set forth in Section 6.09(a) of the Participation
        Agreement.

       

      "Loan
        Agreement"
        means
        the Loan Agreement dated as of or prior to the Initial Funding Date among
        the
        Lessor, the Note Holders and the Agent.

       

      "Losses"
        has the
        meaning set forth in Section 9.14(a) of the Participation
        Agreement.

       

      "MAI"
        means a
        General Appraisal Member of the Appraisal Institute (formerly Member Appraisal
        Institute).

       

      "Majority
        Holders"
        means
        (a) from the Initial Funding Date to the Commitment Termination Date, the
        Note
        Holders and the Lessor holding at least 50.1% of the aggregate Total Note
        Commitment and Investment Commitment, and (b) at any time on or after the
        Commitment Termination Date, the Note Holders and the Lessor holding at least
        50.1% of the aggregate unpaid principal amount of the Notes and the
        Investments.

       

      "Majority
        Note Holders"
        means
        (a) from the Initial Funding Date to the Commitment Termination Date, the
        Note
        Holders holding at least 50.1% of the aggregate Total Note Commitment, and
        (b)
        at any time on or after the Commitment Termination Date, the Note Holders
        holding at least 50.1% of the aggregate unpaid principal amount of the
        Notes.

       

      "Margin
        Stock"
        has the
        meaning set forth in Regulations T, U and X.

       

      "Material
        Adverse Effect"
        means a
        material adverse effect on any of (a) the business, assets, operations or
        condition, financial or otherwise, of the Guarantor and its Subsidiaries
        taken
        as a whole, (b) the ability of the Company or the Guarantor to perform any
        of its obligations under the Operative Documents or the ability of the Agent,
        any Note Holder or the Lessor to enforce any of such obligations, (c) the
        rights of or benefits (directly or indirectly) available to the Lessor and
        the
        Note Holders under any Operative Document, (d) the value, condition,
        marketability or operation of the Property or the Lessor's ownership or lease
        thereof taken as a whole, or (e) the validity or enforceability of any of
        the Operative Documents.

       

      
        
           

        

        
          23

          
            

          

        

        
           

        

      

       

      "Material
        Plan"
        means
        either (i) a Plan under which the present value of the vested benefits exceeds
        the fair market value of the assets of such Plan allocable to such benefits
        by
        more than $20,000,000 or (ii) a Plan whose assets have a market value in
        excess
        of $100,000,000.

       

      "Maturity
        Date"
        means
        the date that is 6 1⁄2 years after the Initial Funding Date, as the same may be
        extended in accordance with Section 5.07 of the Participation
        Agreement.

       

      "Maximum
        Rate"
        has the
        meaning set forth in Section 9.17 of the Participation
        Agreement.

       

      "Moody's"
        means
        Moody's Investors Service, Inc. and any successor thereto which is a nationally
        recognized statistical rating organization.

       

      "Multiemployer
        Plan"
        means a
        "multiemployer plan" as defined in Section 4001(a)(3) of ECSA to which the
        Guarantor or any ERISA Affiliate is making or accruing an obligation to make
        contributions, or has within any of the preceding three plan years made or
        accrued an obligation to make contributions.

       

      "Net
        Proceeds"
        means
        all Proceeds less the costs and expenses incurred by the Lessor and the Lessee
        in collecting such amounts with respect to the Property pursuant to
        Article VII of the Lease or Section 6 of the Construction Agency
        Agreement (other than amounts previously paid by the Lessee or the Construction
        Agent, as applicable, for costs and expenses in connection therewith to which
        the Lessor is entitled to reimbursement pursuant to the Operative
        Documents).

       

      "New
        Note"
        has the
        meaning set forth in Section 3.04(b) of the Loan Agreement.

       

      "Non-Accepting
        Holder"
        has the
        meaning set forth in Section 5.07(a) of the Participation
        Agreement.

       

      "Non-Performance
        Event"
        has the
        meaning set forth in Section 6.03(d) of the Participation
        Agreement.

       

      "Note
        Commitment"
        of any
        Note Holder means (i) the aggregate of the A-Note Commitment and B-Note
        Commitment of such Note Holder or (ii) if such Note Holder has only an
        A-Note Commitment or B-Note Commitment, the amount of the A-Note Commitment
        or
        the amount of the B-Note Commitment of such Note Holder, as
        applicable.

       

      
        
           

        

        
          24

          
            

          

        

        
           

        

      

       

      "Note
        Holder"
        means
        any or all of the A-Note Holders and the B-Note Holders.

       

      "Notes"
        means,
        collectively, the A-Notes and the B-Notes.

       

      "Offer
        to Purchase"
        means
        an irrevocable, written offer to purchase the Lessor's interest in the Property
        delivered in accordance with the purchase procedures set forth in Exhibit A
        to the Participation Agreement.

       

      "Officer"
        of any
        Person means the president, any
        vice
        president, or an individual in such other similar capacity or any other duly
        authorized and responsible officer of such Person.

       

      "Officer's
        Certificate"
        or
        "Officers'
        Certificate"
        of a
        Person means a certificate signed by an Officer or Officers of such
        Person.

       

      "Old
        Note"
        has the
        meaning set forth in Section 3.04(b) of the Loan Agreement.

       

      "Operative
        Documents"
        means
        the Participation Agreement, the Loan Agreement, the Notes, the Construction
        Agency Agreement, the Guaranty, the Instrument Guaranty, the Lease, the
        Sub-Ground Lease and the Ground Lease (and any memorandum thereof), in each
        case
        individually and collectively.

       

      "Other
        Taxes"
        has the
        meaning set forth in Section 5.04(b) of the Participation
        Agreement.

       

      "Outstanding"
        means,
        with reference to the Notes, as of any particular time, all Notes theretofore
        issued, except:

       

      (a) Notes
        theretofore canceled and destroyed by the Lessor or surrendered to the Lessor
        for cancellation and destruction;

       

      (b) Notes
        theretofore paid in full or required to be prepaid or canceled in whole within
        thirty (30) days thereafter; provided
        that in
        the case of Notes so to be prepaid or canceled, moneys sufficient for such
        prepayment or cancellation thereof shall theretofore have been deposited
        with,
        or shall then be held by, the Lessor, in accordance with the provisions of
        the
        Participation Agreement and notice of such prepayment or cancellation shall
        have
        been given or provision therefor satisfactory to the Lessor shall have been
        made; and

       

      
        
           

        

        
          25

          
            

          

        

        
           

        

      

       

      (c) Notes
        for
        which other Notes shall theretofore have been issued pursuant to
        Section 3.04 of the Loan Agreement; and

       

      except
        also that (for the purpose of determining whether the Note Holders of the
        requisite principal amount of Notes or requisite Note Commitment have made
        or
        concurred in any notice, request, demand, direction, consent, approval, order,
        waiver, acceptance, appointment or other instrument or communication under
        or
        pursuant to any Operative Document), Notes registered in the name of the
        Company
        or a nominee or Affiliate of the Company shall be disregarded and deemed
        not to
        be Outstanding.

       

      "Participation
        Agreement"
        means
        the Participation Agreement dated as of the Effective Date among the Company,
        the Lessor, the Note Holders, and the Agent.

       

      "Participating
        Member States"
        means
        each state so described in any EMU Legislation.

       

      "Payment
        Date"
        means,
        with respect to the Notes and the Investments, (a) if the Applicable Rate
        is determined by reference to the LIBO Rate, the Payment Date shall be each
        Conversion Date and the last day of each Interest Period and, without
        duplication, if such Interest Period has a duration of more than three (3)
        months, on each three-month anniversary of the first day of such Interest
        Period
        occurring during such Interest Period; (b) if the Applicable Rate is
        determined by reference to the Base Rate, the Payment Date shall be each
        Conversion Date and the last Business Day of each March, June, September
        and
        December and (c) in any case, the Commitment Termination Date and the
        Expiration Date. If the Applicable Rate is determined by reference to the
        LIBO
        Rate and if a Payment Date is not a LIBO Business Day, such Payment Date
        shall
        be the next preceding LIBO Business Day. Otherwise, if a Payment Date is
        not a
        Business Day, such Payment Date shall be the next succeeding Business
        Day.

       

      "PBGC"
        means
        the Pension Benefit Guaranty Corporation established pursuant to Subtitle
        A of
        Title IV of ERISA, and any successor thereto.

       

      "Permit"
        means
        any approval, certificate of occupancy, consent, waiver, exemption, variance,
        franchise, order, permit, authorization, right or license of or from any
        Governmental Authority.

       

      "Permitted
        Encumbrances"
        means
        with respect to the Property, any of the following: (i) any liens thereon
        for Charges and any liens (including title reservation rights) of mechanics,
        materialmen and laborers for work or services performed or materials furnished
        in connection with the Property, in each instance, which are not due and
        payable, or which are being contested in good faith by pursuant to
        Section 10.02 of the Lease; (ii) rights reserved to or vested in any
        Governmental Authority to condemn, acquire by compulsory acquisition,
        appropriate or recapture, control or regulate the use of the Property;
        (iii) easements, rights-of-way, servitudes, restrictions, reservations and
        other minor defects, encumbrances and irregularities in title to the Property
        or
        the Lessor's right, title and interest therein, which could not, individually
        or
        in the aggregate, materially and adversely affect the value, condition or
        marketability of the Property or the operation of the Property; and (v) the
        Operative Documents and all Liens created or contemplated thereby.

       

      
        
           

        

        
          26

          
            

          

        

        
           

        

      

       

      "'Permitted
        Lease Balance"
        means
        the Termination Value, minus
        the
        amount of any Force Majeure Costs and Unreimbursed Losses, plus
        the
        amount of insurance proceeds or Condemnation awards and proceeds and third
        party
        payments applied toward the remediation of losses or damages relating to
        such
        Force Majeure Costs.

       

      "Person"
        means
        any individual, corporation, limited liability partnership, limited liability
        company, partnership, joint venture, association, joint stock company, trust,
        unincorporated organization or government.

       

      "Plan"
        means
        an employee benefit plan (other than a Multiemployer Plan) maintained for
        employees of the Guarantor or any ERISA Affiliate and covered by Title IV
        of
        ERISA.

       

      "Plan
        and Specifications"
        has the
        meaning given to such term in the Construction Agency Agreement.

       

      "Port"
        means
        the Autonomous Port of Le Havre, a public entity, registered with the SIREN
        under No. 775 770 198.

       

      "Pre-existing
        Environmental Condition"
        means
        the presence or suspected presence of Hazardous Materials or any other condition
        that could give rise to an Environmental Event in, on or under the Land,
        which
        was in existence prior to the Property Acquisition Date.

       

      "Prescribed
        Forms"
        means
        such duly executed form(s) or statement(s), and in such number of copies,
        which
        may, from time to time, be prescribed by Law and which, pursuant to applicable
        provisions of (a) an income tax treaty between the United States and the
        country of residence of the Note Holder or the Lessor providing the form(s)
        or
        statement(s), (b) the Code, or (c) any applicable rule or regulation
        under the Code, permit the Company and/or the Lessor to make payments under
        the
        Operative Documents for the account of the Lessor and/or any Note Holder
        free or
        at a reduced rate of deduction or withholding of income or similar
        Taxes.

       

      "Proceeding"
        means
        any action, suit or proceeding in equity or at law or otherwise.

       

      "Proceeds"
        means
        any and all amounts representing insurance proceeds or condemnation awards
        paid
        in connection with an Event of Loss to which the Property, the Lessee, the
        Agent
        or the Lessor may be entitled other than amounts paid by the Lessee (including
        amounts paid by the Lessee under any self insurance program) or funded by
        the
        Lessor whether or not through Advances and Investments.

       

      
        
           

        

        
          27

          
            

          

        

        
           

        

      

       

      "Proceeds
        Trustee"
        means
        any title company or independent bank or trust company as may be designated
        by
        the Agent and, so long as no Event of Default or Unwind Event has occurred
        and
        is continuing, approved by the Company, such approval not to be unreasonably
        withheld or delayed.

       

      "Property"
        means
        the Facility and the Land.

       

      "Property
        Acquisition Date"
        means
        the date on which the Ground Lease is entered into between the Port, the
        Company
        and CIP.

       

      "Property
        Charges"
        means
        all Charges with respect to the Property.

       

      "Protective
        Expenditures"
        has the
        meaning set forth in Section 9.23 of the Participation
        Agreement.

       

      "Prudent
        Industry Practice"
        means,
        at a particular time, (a) any of the practices, methods and acts engaged in
        or approved by a significant portion of the competitive construction industry
        at
        such time, or (b) with respect to any matter to which clause (a) does
        not apply, any of the practices, methods and acts which, in the exercise
        of
        reasonable judgment at the time the decision was made, could have been expected
        to accomplish the desired result consistent with good business practices,
        reliability, safety and expedition. "Prudent Industry Practice" is not intended
        to be limited to the optimum practice, method or act to the exclusion of
        all
        others, but rather to be a spectrum of possible practices, methods or acts
        having due regard for, among other things, manufacturers' warranties and
        the
        requirements of any Governmental Authority of competent
        jurisdiction.

       

      "Rating
        Agency"
        means
        S&P or Moody's.

       

      "Rating
        Level"
        means,
        as applicable, Rating Level I, Rating Level II or Rating
        Level III.

       

      "Rating
        Level I"
        means a
        Debt Rating of at least BBB+ by S&P or Baa1 by Moody's.

       

      "Rating
        Level II"
        means a
        Debt Rating of BBB by S&P or Baa2 by Moody's.

       

      "Rating
        Level III"
        means a
        Debt Rating below BBB by S&P or Baa3 by Moody's.

       

      
        
           

        

        
          28

          
            

          

        

        
           

        

      

       

      "Record"
        has the
        meaning set forth in Section 8.08 of the Participation
        Agreement.

       

      "Recoveries"
        means
        amounts recovered or recoverable by Lessor, or the Construction Agent (on
        behalf
        of Lessor), pursuant to or under any applicable Facility Agreement or any
        other
        document or contract (other than the Operative Documents) relating to the
        construction and acquisition of the Facility.

       

      "Regulation
        T, U, or X"
        means
        such Regulations of the Federal Reserve Board, as in effect from time to
        time.

       

      "Remaining
        Net Proceeds"
        has the
        meaning set forth in Section 6(a)(vi) of the Agency Agreement.

       

      "Remarketing
        Period"
        has the
        meaning set forth in Sections 6.02(g), 6.03(c), 6.07 and 6.08 of the
        Participation Agreement, as the case may be.

       

      "Remediation"
        means
        monitoring, investigation, cleanup, containment, excavation, removal,
        mitigation, treatment, response or restoration work.

       

      "Renewal
        Term Expiration Date"
        means
        the last day of any Extension Term.

       

      "Rent"
        means,
        collectively, Fixed Rent and Additional Rent.

       

      "Reportable
        Event"
        means
        an event described in Section 4043(c) of ERISA with respect to which the
        30-day notice requirement has not been waived by the PBGC.

       

      "Reportable
        Event of Loss"
        means
        an Event of Loss where expenditures are expected to exceed in the aggregate
        during the Lease Term €5,000,000.

       

      "Requisition"
        has the
        meaning set forth in Section 1.03(a) of the Participation
        Agreement.

       

      "Reserve
        Costs"
        means,
        so long as a Note Holder or the Lessor shall be required under regulations
        of
        the Federal Reserve Board to maintain reserves with respect to liabilities
        or
        assets consisting of or including Eurocurrency Liabilities, additional amounts
        equal to the product of (i) such Note Holder's or the Lessor's portion of
        the Adjusted Capitalized Cost of the Property multiplied
        by
        (ii) an interest rate per annum (at all times during the portion of the
        LIBO Rate Period during which such reserves were assessed) equal to the amount
        obtained by subtracting (a) the LIBO Rate for such LIBO Rate Period from
        (b) the rate obtained by dividing such LIBO Rate for such LIBO Rate Period
        by a percentage equal to 100% minus
        the LIBO
        Rate Reserve Percentage applicable to such Note Holder or the Lessor (as
        the
        case may be).

       

      
        
           

        

        
          29

          
            

          

        

        
           

        

      

       

      "Residual
        Value Amount"
        means
        (i) at any date prior to the Completion Date, an amount equal to 89.99% of
        GAAP Project Costs financed through Advances and Investments to date, and
        (ii) at any date following the Completion Date, an amount equal to
        80% of
        Actual
        Project Costs financed through Advances and Investments.

       

      "Responsible
        Officer"
        means,
        with respect to the Company, any of the chief executive officer, the chief
        operating officer, the chief financial officer, the treasurer, any assistant
        treasurer, vice president, assistant vice president or other authorized officer
        who in the normal performance of his or her operational responsibilities
        would
        have knowledge of such matter and the requirements with respect thereto,
        of the
        Company.

       

      "Retainage
        Amount"
        means
        the final contract price payment under any Facility Agreement payable after
        substantial in accordance with the provisions of such Facility
        Agreement..

       

      "Return
        Conditions"
        has the
        meaning set forth in Section 9.05 of the Lease.

       

      "Return
        Indemnity Agreement"
        has the
        meaning set forth in Section 9.05(k) of the Lease.

       

      "Revolving
        Credit Agreement"
        means
        the US$500,000,000 Amended and Restated Credit Agreement dated as of
        August 30, 2007,as amended, supplemented or otherwise modified from time to
        time, among Dresser Rand Group Inc., as Domestic Borrower, D-R Holdings (France)
        S.A.S., as French Borrower, the Lenders party thereto, Citigroup North America,
        Inc., as Administrative Agent, and certain other financial institutions in
        other
        agent capacities,; provided,
        that,
        in the event that the Revolving Credit Agreement is terminated, the terms
        and
        provisions contained in the Revolving Credit Agreement immediately prior
        to such
        termination shall continue to apply herein as though such termination had
        not
        occurred.

       

      "Sales
        Proceeds"
        means
        the proceeds of any sale, or other realization, of the Property.

       

      "S&P"
        means
        Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
        Inc., and any successor thereto which is a nationally recognized statistical
        rating organization.

       

      "Screen"
        means,
        Reuters Screen LIBOR01, Page: BBA LIBOR (or any successor or substitute page,
        or
        any successor to or substitute for such service, providing rate quotations
        comparable to those currently provided on such page of such service, as
        determined by the Agent from time to time for the purposes of providing
        quotations of interest rates applicable to Euros within the member states
        of the
        European Union which are Participating Member States).

       

      
        
           

        

        
          30

          
            

          

        

        
           

        

      

       

      "Senior
        Takeout"
        has the
        meaning set forth in Section 6.09(c)(ii) of the Participation
        Agreement.

       

      "Senior
        Takeout Notice"
        has the
        meaning set forth in Section 6.09(c)(ii) of the Participation
        Agreement.

       

      "Senior
        Takeout Option"
        has the
        meaning set forth in Section 6.09(c)(ii) of the Participation
        Agreement.

       

      "Senior
        Takeout Period"
        has the
        meaning set forth in Section 6.09(c)(ii) of the Participation
        Agreement.

       

      "Senior
        Takeout Price"
        has the
        meaning set forth in Section 6.09(c)(ii) of the Participation
        Agreement.

       

      "Special
        Counsel"
        means
        Chadbourne & Parke LLP, or such other counsel as is reasonably
        satisfactory to the Agent.

       

      "Specified
        Capitalized Amounts"
        means
        Distributions, Commitment Fees, Upfront Fees, transaction costs, structuring,
        advisory and other fees which are at any time payable to the Lessor, fees
        (other
        than Commitment Fees) payable to a Note Holder that is an Affiliate of the
        Lessor and which are funded by Investments made pursuant to Section 1.03(b)
        of the Participation Agreement. 

       

      "Sub-Ground
        Lease"
        means
        the Sub-Lease Agreement (Convention De Sous-Occupation Du Domaine Public)
        Authorizing the Temporary Occupation of Land in the Public Domain dated as
        of or
        prior to the Initial Funding Date, between Dresser-Rand S.A. and Citibank
        International PLC.

       

      "Subsidiary"
        of a
        Person means any corporation or other similar entity of which more than 50%
        of
        the outstanding capital stock having ordinary voting power to elect a majority
        of the Board of Directors of such corporation or entity (irrespective of
        whether
        or not at the time capital stock of any other class or classes of such
        corporation or entity shall or might have voting power upon the occurrence
        of
        any contingency) is at the time directly or indirectly owned by such Person,
        by
        such Person and one or more other Subsidiaries of such Person, or by one
        or more
        other Subsidiaries of such Person.

       

      "Tax"
        or
        "Taxes"
        means
        any federal, state or local fee (including license, inspection, filing,
        recording, transfer and registration fees), tax (including any income, gross
        receipts, withholding, franchise, excise, sales, use, value added, goods
        and
        services, real, personal, tangible or intangible property tax or any tax
        similar
        to any of the foregoing taxes), interest equalization, recording, transfer
        or
        stamp tax, assessment (including any maintenance
        charge, owner association dues, charges or assessments), levy, impost, duty,
        charge or withholding of any kind or nature whatsoever, general and special,
        ordinary and extraordinary, foreseen and unforeseen of every character imposed
        or assessed by any federal, state or local government or agency, or governmental
        authority, together with any addition to tax, penalty, fine or interest
        thereon.

       

      
        
           

        

        
          31

          
            

          

        

        
           

        

      

       

      "Term"
        means
        the period commencing on the Completion Date and ending on the Expiration
        Date.

       

      "Termination
        Event"
        means
        (i) a "Reportable Event" described in Section 4043 of ERISA and the
        regulations issued thereunder (other than a "Reportable Event" not subject
        to
        the provision for 30-day notice to the PBGC under such regulations), or
        (ii) the withdrawal of the Guarantor or any of its ERISA Affiliates from a
        Plan during a plan year in which it was a "substantial employer" as defined
        in
        Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to
        terminate a Plan or the treatment of a Plan amendment as a termination under
        Section 4041 of ERISA, or (iv) the institution of proceedings to
        terminate a Plan by the PBGC, or (v) any other event or condition which
        might constitute grounds under Section 4042 of ERISA for the termination
        of, or
        the appointment of a trustee to administer, any Plan.

       

      "Termination
        Notice"
        means
        any written notice of termination of the Lease or any other Operative Document
        that may be issued by the Lessee, the Lessor or the Agent after the occurrence
        of (i) an Event of Default or Unwind Event, (ii) a Casualty or
        Condemnation pursuant to Section 7.02 of the Lease or Section 6 of the Agency
        Agreement or (iii) an Environmental Trigger pursuant to Section 7.06 of the
        Lease or Section 6 of the Agency Agreement.

       

      "Termination
        Value"
        means,
        as calculated as of the date of payment, without duplication, the sum
        of:

       

      (a) an
        amount
        equal to (1) the unpaid principal amount of the Notes, plus
        (2) the unpaid Investments, plus
        (3) interest accrued and unpaid on the Notes to and including the Closing
        Date, plus
        (4) Distributions accrued and unpaid on the Investments to and including
        the Closing Date, plus

       

      (b) all
        Closing Costs related to the sale of the Lessor's interest in the Property,
        plus

       

      (c) all
        Break
        Costs related to the sale of the Lessor's interest in the Property, plus

       

      (d) all
        Unreimbursed Losses, plus

       

      (e) all
        other
        amounts owed by the Company under the Operative Documents.

       

      
        
           

        

        
          32

          
            

          

        

        
           

        

      

       

      "Test
        Period"
        means,
        on any date of determination, the period of four consecutive fiscal quarters
        of
        the Company then most recently ended (taken as one accounting
        period).

       

      "Total
        A-Note Commitment"
        means
        the aggregate A-Note Commitment of each A-Note Holder up to the aggregate
        amount
        of €18,400,000.

       

      "Total
        B-Note Commitment"
        means
        the aggregate B-Note Commitment of each B-Note Holder up to the aggregate
        amount
        of 3,450,000.

       

      "Total
        Note Commitment"
        means
        the aggregate Note Commitment of each Note Holder up to the aggregate amount
        of
€21,850,000.

       

      "Total
        Commitment Amount"
        means
€23,000,000.

       

      "Transaction
        Costs"
        has the
        meaning set forth in Section 9.13 of the Participation
        Agreement.

       

      "Transfer"
        has the
        meaning set forth in Section 5.03(j)(i) of the Participation
        Agreement.

       

      "Transferee"
        has the
        meaning set forth in Section 5.03(i) of the Participation
        Agreement.

       

      "Unreimbursed
        Losses"
        means
        any and all Losses or Charges with respect to the transactions contemplated
        by
        the Operative Documents incurred by the Lessor or any other Lessor Party,
        which
        Losses or Charges (x) have not been paid by or on behalf of the Lessor with
        funds provided by the Construction Agent or the Lessee pursuant to the
        provisions of the Operative Documents and (y) have not been capitalized
        into the Notes and the Investments.

       

      "Unwind
        Event"
        has the
        meaning set forth in Section 6.03(a) of the Participation
        Agreement.

       

      "Upfront
        Fees"
        means
        the upfront fees described in Schedule II to the Participation
        Agreement.

       

      "U.S.
        Dollars"
        or
        "$"
        means
        lawful currency of the United States of America.

       

      "Voting
        Stock"
        means
        capital stock issued by a corporation, or equivalent interests in any other
        Person, the holders of which are ordinarily, in the absence of contingencies,
        entitled to vote for the election of directors (or persons performing similar
        functions) of such Person, even if the right so to vote has been suspended
        by
        the happening of such a contingency.

       

      "Work"
        has the
        meaning set forth in Section 7.01(d) of the Lease.

       

      
        
           

        

        
          33