Current Forecast

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EXECUTION COPY

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LOAN ARRANGEMENT AND REIMBURSEMENT AGREEMENT

between

FISKER AUTOMOTIVE, INC.,

FISKER HOLDINGS, INC.

and

UNITED STATES DEPARTMENT OF ENERGY

dated as of April 22, 2010

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TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND OTHER RULES OF CONSTRUCTION................................21.1 Terms Generally.................................................................................................21.2 Other Rules of Construction ..............................................................................21.3 Definitions in Other Written Communications..................................................31.4 Conflict with Funding Agreements....................................................................31.5 Accounting Terms; Calculations........................................................................3

ARTICLE II FUNDING.................................................................................................................42.1 Loans..................................................................................................................42.2 Loan Commitment Amount Reductions ............................................................42.3 Mechanics for Requesting Advances.................................................................52.4 Mechanics for Funding Advances. ....................................................................72.5 Advance Requirements under the Funding Agreements .................................102.6 No Approval of Work ......................................................................................102.7 Determination of Advance Amounts. ..............................................................102.8 Borrower Commitment. ...................................................................................112.9 Committed Equity Condition...........................................................................112.10 Cost Overruns ..................................................................................................122.11 DOE’s Consultant. ...........................................................................................122.12 Debt Service Reserve Account ........................................................................12

ARTICLE III PAYMENTS; PREPAYMENTS ...........................................................................143.1 Place and Manner of Payments........................................................................143.2 Payment of the Facility Fee .............................................................................143.3 Maturity and Amortization. .............................................................................143.4 Evidence of Debt..............................................................................................153.5 Interest Provisions Relating to All Advances. .................................................153.6 Prepayments. ....................................................................................................15

ARTICLE IV REIMBURSEMENT OBLIGATIONS .................................................................194.1 Reimbursement and Other Payment Obligations.............................................194.2 Subrogation ......................................................................................................204.3 Obligations Absolute. ......................................................................................214.4 Evidence of Payment .......................................................................................234.5 Payment of Loan Document Amounts.............................................................23

ARTICLE V CONDITIONS PRECEDENT ................................................................................245.1 Conditions Precedent to the Principal Instrument Delivery Date....................245.2 Conditions Precedent to FFB Purchase of the Notes .......................................315.3 Advance Approval Conditions Precedent........................................................315.4 Additional Conditions Precedent to Initial Advance Under the Nina Loan ....345.5 Conditions Precedent to FFB Advance............................................................365.6 Advance Deductions ........................................................................................365.7 Satisfaction of Conditions Precedent. ..............................................................37

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ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE BORROWER...............376.1 Organization and Existence .............................................................................376.2 Power; Authorization; Enforceable Obligations..............................................376.3 Capitalization ...................................................................................................386.4 Solvency...........................................................................................................386.5 Eligibility of Borrower, Projects......................................................................386.6 Projected Eligible Project Costs.......................................................................386.7 No Conflicts; Consents. ...................................................................................386.8 Material Contracts and Project Documents .....................................................396.9 Governmental Approvals .................................................................................396.10 Litigation..........................................................................................................406.11 Indebtedness.....................................................................................................406.12 Liens.................................................................................................................406.13 Financial Statements ........................................................................................406.14 Information Certificate; Budgets and Business Plans......................................406.15 Security Documents .........................................................................................406.16 Properties. ........................................................................................................416.17 Intellectual Property.........................................................................................416.18 Insurance ..........................................................................................................436.19 Holding’s Status...............................................................................................436.20 No Defaults ......................................................................................................436.21 No Restricted Payments...................................................................................436.22 No Material Adverse Effect .............................................................................436.23 Collateral Value ...............................................................................................436.24 Compliance with Laws, Program Requirements .............................................436.25 Investment Company Act ................................................................................436.26 Margin Stock....................................................................................................436.27 Corrupt Practices..............................................................................................446.28 Taxes ................................................................................................................446.29 Environmental Laws ........................................................................................446.30 Employment and Labor Contracts. ..................................................................446.31 Davis-Bacon Act..............................................................................................456.32 ERISA. .............................................................................................................456.33 OFAC and USA PATRIOT Act. .....................................................................466.34 Federal Funding ...............................................................................................466.35 Disclosure. .......................................................................................................46

ARTICLE VII AFFIRMATIVE COVENANTS..........................................................................477.1 Maintenance of Existence, etc. ........................................................................477.2 Maintenance of Property..................................................................................487.3 Intellectual Property.........................................................................................487.4 Insurance. .........................................................................................................507.5 Event of Loss. ..................................................................................................517.6 Subsidiaries and Collateral; Further Assurances. ............................................527.7 Diligent Construction of Project and Operations.............................................577.8 Title; Rights to Land ........................................................................................577.9 Project Documents. ..........................................................................................57

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7.10 Performance of Obligations .............................................................................587.11 Use of Proceeds................................................................................................587.12 Books, Records and Inspections. .....................................................................587.13 Compliance with Requirements of Law ..........................................................597.14 Compliance with Program Requirements ........................................................597.15 Environmental and Safety Compliance Audit .................................................597.16 Taxes; Claims...................................................................................................597.17 Patriot Act Information ....................................................................................607.18 Davis-Bacon Act..............................................................................................607.19 ERISA Covenants. ...........................................................................................607.20 Funding of Debt Service Reserve Account......................................................607.21 OFAC...............................................................................................................617.22 Internal Controls. .............................................................................................617.23 Corporate Governance. ....................................................................................61

ARTICLE VIII INFORMATION COVENANTS........................................................................628.1 Financial Statements ........................................................................................628.2 Annual Budget .................................................................................................668.3 Reports .............................................................................................................668.4 Notices .............................................................................................................688.5 Other Information ............................................................................................70

ARTICLE IX NEGATIVE COVENANTS..................................................................................719.1 Financial Covenants.........................................................................................719.2 Indebtedness.....................................................................................................719.3 Liens.................................................................................................................739.4 Investments ......................................................................................................759.5 Merger, Dissolution or Acquisitions or Dispositions of Assets.......................769.6 Capital Expenditures and Similar Expenses ....................................................779.7 Operating Leases..............................................................................................789.8 Sale and Lease-Back Transactions...................................................................789.9 Restricted Payments.........................................................................................789.10 Use of Proceeds................................................................................................799.11 Affiliate Transactions.......................................................................................799.12 Accounts ..........................................................................................................809.13 Intellectual Property.........................................................................................809.14 New Subsidiaries; Partnerships........................................................................819.15 Limitations on Lines of Business.....................................................................819.16 Organizational Documents...............................................................................819.17 Changes to Accounting Principles ...................................................................819.18 Modifications to Project Documents ...............................................................819.19 Negative Pledge Clauses..................................................................................819.20 Clauses Restricting Subsidiary Distributions...................................................829.21 Hedging Transactions ......................................................................................829.22 Improper Use ...................................................................................................829.23 Margin Regulations..........................................................................................829.24 Holding’s Activities. ........................................................................................82

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9.25 Environmental Laws ........................................................................................839.26 Qualifying Vehicle; Eligible Projects ..............................................................839.27 Investment Company Act ................................................................................839.28 Debarment Regulations....................................................................................839.29 Public Statements.............................................................................................839.30 IPO and Other Equity Offerings. .....................................................................84

ARTICLE X EVENTS OF DEFAULT AND REMEDIES .........................................................8410.1 Events of Default .............................................................................................8410.2 Remedies; Waivers. .........................................................................................8810.3 Accelerated Advances......................................................................................90

ARTICLE XI THE COLLATERAL AGENT..............................................................................9011.1 Appointment ....................................................................................................9011.2 Delegation of Duties ........................................................................................9111.3 Exculpatory Provisions ....................................................................................9111.4 Non-Reliance on the Collateral Agent .............................................................9111.5 Collateral Agent in Its Individual Capacity .....................................................92

ARTICLE XII MISCELLANEOUS.............................................................................................9212.1 Amendments, etc..............................................................................................9212.2 Delay and Waiver ............................................................................................9212.3 Right of Set-Off ...............................................................................................9312.4 Survival of Representations and Warranties....................................................9312.5 Notices .............................................................................................................9312.6 Severability; Consents. ....................................................................................9412.7 Judgment Currency ..........................................................................................9412.8 Indemnification. ...............................................................................................9512.9 Limitation on Liability.....................................................................................9712.10 Successors and Assigns....................................................................................9712.11 Participations....................................................................................................9812.12 Further Assurances and Corrective Instruments ..............................................9812.13 Reinstatement...................................................................................................9812.14 Governing Law; Waiver Of Jury Trial.............................................................9812.15 Submission to Jurisdiction, Etc........................................................................9912.16 Entire Agreement .............................................................................................9912.17 Benefits of Agreement .....................................................................................9912.18 Headings ..........................................................................................................9912.19 Counterparts.....................................................................................................9912.20 No Partnership; Etc ........................................................................................10012.21 Releases of Guarantees and Liens..................................................................10012.22 Independence of Covenants ...........................................................................10012.23 Marshaling .....................................................................................................10012.24 Pro Rata Treatment ........................................................................................100

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ANNEXES, SCHEDULES AND EXHIBITS

Annex A Definitions

Annex B Financial Covenants

Schedule 5.4(i) Nina Initial Advance Document Checklist

Schedule 6.8 Project Document Qualifications

Schedule 6.30 Most Highly Compensated Employees

Schedule 8 Chart of Reporting Due Dates

Schedule 13 Minimum Additional Equity Milestones

Schedule 14 Purchase Orders in effect as of the date of the Agreement

Schedule 15 Supply Agreements in effect as of the date of the Agreement

Exhibit A Form of Karma Note

Exhibit B Form of Nina Note

Exhibit C Form of Drawstop Notice

Exhibit D Form of Subsidiary Guarantee

Exhibit E Form of Holding Guarantee

Exhibit F Form of Pledge Agreement

Exhibit G Form of Collateral Agency Agreement

Exhibit H Form of General Security Agreement

Exhibit I Form of Subsidiary Joinder Agreement

Exhibit J Form of Letter regarding Collateral Schedules

Exhibit K Form of Collateral Supplement

Exhibit L Form of Collateral Access Agreement (Landlord)

Exhibit M Form of Collateral Access Agreement (Warehouse)

Exhibit N-1 General Form of Mortgage

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Exhibit N-2 Form of Nina Mortgage

Exhibit O Form of Subordination Agreement

Exhibit P Form of Direct Agreement

Exhibit Q Form of Blocked Account Control Agreement

Exhibit R Form of Borrower Certificate (for Closing)

Exhibit S Form of Borrower Certificate (for Financial Documents at Closing)

Exhibit T Form of Solvency Certification

Exhibit U Form of Lobbying Certification

Exhibit V Form of Lobbying Disclosure

Exhibit W Model Purchase Order

Exhibit X Form of Finnish Security Agreement

EXECUTION COPY

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LOAN ARRANGEMENT AND REIMBURSEMENT AGREEMENT, datedas of April 22, 2010 (this “Agreement”), between the UNITED STATES DEPARTMENT OFENERGY, an agency of the United States of America (“DOE”), FISKER AUTOMOTIVE, INC.(the “Borrower”), a corporation organized under the laws of Delaware and FISKERHOLDINGS, INC. (“Holding”), a corporation organized under the laws of Delaware

PRELIMINARY STATEMENTS

A. DOE has been authorized to arrange for FFB (as that and other capitalizedterms used herein without definition are defined in Annex A to this Agreement) to make loans tomanufacturers of advanced technology vehicles and components pursuant to the AdvancedTechnology Vehicles Manufacturing Incentive Program, as set forth in Section 136 of the EnergyIndependence and Security Act of 2007.

B. The Borrower submitted two Applications dated December 31, 2008,which were deemed substantially complete on January 16, 2009 for a multi-draw term loanfacility to be authorized and approved by DOE under the ATVM Program, subject to therequirements of Section 136 and the Applicable Regulations (collectively, the “Application”).

C. The Borrower and DOE entered into a Conditional Commitment Letterand Term Sheet on September 18, 2009 (the “Conditional Commitment Letter”) pursuant towhich DOE agreed to arrange for FFB to purchase Notes from the Borrower in an aggregateamount not to exceed $528,660,000 and to make Advances from time to time, in each case uponthe terms and subject to the conditions of this Agreement and the other Loan Documents.

D. Subject to the terms and conditions hereof, DOE will, in connection witharranging financing for the Borrower from FFB, issue and deliver to FFB the PrincipalInstruments.

E. Pursuant to the terms of the Program Financing Agreement, DOE will beobligated to reimburse FFB for any liabilities, losses, costs or expenses incurred by FFB fromtime to time with respect to the Notes or the related Note Purchase Agreement.

F. The Borrower’s obligations to DOE and FFB will be secured by the Liensgranted under the Security Documents, to the extent provided therein.

G. The parties hereto desire (i) to specify, among other things, the terms andconditions for (x) the delivery by DOE of the Principal Instruments required for FFB to purchasethe Notes pursuant to the Note Purchase Agreement, (y) the delivery by DOE of AdvanceRequest Approval Notices and (z) certain indemnity and reimbursement obligations of theBorrower to DOE and (ii) to provide for certain other matters related thereto.

NOW, THEREFORE, in consideration of the promises and other agreementsherein contained, the parties hereby agree as follows:

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ARTICLE I

DEFINITIONS AND OTHER RULES OF CONSTRUCTION

1.1 Terms Generally. Capitalized terms used herein, including in thepreliminary statements, without definition shall have the respective meanings assigned to suchterms in Annex A hereto.

1.2 Other Rules of Construction. Unless the contrary is expressly statedherein:

(a) words in this Agreement denoting one gender only shall beconstrued to include the other gender;

(b) when used in this Agreement, the words “including”, “includes”and “include” shall be deemed to be followed in each instance by the words “without limitation”;

(c) when used in this Agreement, the words “herein”, “hereby”,“hereunder”, “hereof”, “hereto”, “hereinbefore”, and “hereinafter”, and words of similar import,unless otherwise specified, shall refer to this Agreement in its entirety and not to any particularsection, subsection, paragraph, clause or other subdivision, exhibit, schedule or appendix of thisAgreement;

(d) each reference in this Agreement to any article, section, subsection,paragraph, clause or other subdivision, exhibit, schedule or appendix shall mean, unlessotherwise specified, the respective article, section, subsection, paragraph, clause or othersubdivision, exhibit, schedule or appendix of this Agreement;

(e) capitalized terms in this Agreement referring to any Person orparty to any Loan Document or to any other agreement, instrument, deed or other document shallrefer to such Person or party together with its successors and permitted assigns, and in the case ofany Governmental Authority, any Person succeeding to its functions and capacities;

(f) each reference in this Agreement to any Loan Document or to anyother agreement, instrument, deed or other document, shall be deemed to be a reference to suchLoan Document or such other agreement, instrument, deed or document, as the case may be, asthe same may be amended, supplemented, novated or otherwise modified from time to time inaccordance with the terms hereof and thereof;

(g) each reference in this Agreement to any Requirement of Law shallbe construed as a reference to such Requirement of Law, as applied, amended, modified,extended or re-enacted from time to time, and includes any rules or regulations promulgatedthereunder;

(h) each reference in this Agreement to any provision of any otherLoan Document will include reference to any definition or provision incorporated by referencewithin that provision;

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(i) when used in this agreement, the word “or” shall be non-exclusiveand shall be construed to include the word “and”;

(j) except where expressly provided otherwise, whenever any matteris required to be satisfactory to, or determined or approved by, DOE, or DOE is required orpermitted to exercise any discretion (including any discretion to waive, select, require, deemappropriate, deem necessary, permit, determine or approve any matter), the satisfaction,determination or approval of DOE, or the exercise by DOE of such discretion, shall be in its soleand absolute discretion;

(k) the words “asset” and “property” shall be construed to have thesame meaning and effect and to refer to any and all tangible and intangible assets and properties,including cash, Capital Stock, securities, revenues, accounts, leasehold interests, IntellectualProperty and contract rights; and

(l) the word “will” shall be construed as having the same meaning andeffect as the word “shall”.

1.3 Definitions in Other Written Communications. Unless the contraryintention appears, any capitalized term used without definition in any notice or other writtencommunication given under or pursuant to this Agreement shall have the same meaning in thatnotice or other written communication as in this Agreement.

1.4 Conflict with Funding Agreements. In the case of any conflict betweenthe terms of this Agreement and the terms of any Funding Agreement (other than the ProgramFinancing Agreement), the terms of such Funding Agreement, as between the Borrower and theLender Parties party thereto, shall control, unless expressly stated to the contrary herein.

1.5 Accounting Terms; Calculations. Except as otherwise expressly providedherein, all accounting terms not otherwise defined herein shall have the meanings assigned tothem in conformity with the Designated Standard in effect at the time. If at any time any changein the Designated Standard or in the policies, procedures or methodologies used in theapplication thereof from those used in the preparation of the Historical Financial Statements(collectively, the “Historical Principles”) would affect the computation of any financial ratio orfinancial covenant set forth in any Loan Document (but without limiting the Borrower’sobligation to comply with the restrictions on making such changes set forth in Section 9.17), andthe Borrower or DOE shall so request, DOE and the Borrower shall negotiate in good faith toamend such ratio or requirement to preserve the original intent thereof in light of such change,provided that, both prior to and after such request is made until so amended, such ratio orrequirement shall continue to be computed in accordance with the Historical Principles and theBorrower shall provide to DOE reconciliation statements requested by DOE (reconciling thecomputation of such financial ratios and financial covenants under the then-current DesignatedStandard (and policies, procedures and methodologies) with the computation thereof under theHistorical Principles) in connection therewith. Financial Statements required to be delivered bythe Borrower to DOE pursuant to Section 8.1 shall be prepared in accordance with DesignatedStandard as in effect at the time of such preparation (and delivered together with thereconciliation statements, if any, provided for in Section 8.1(e)). For the avoidance of doubt, the

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financial statements shall be prepared, and the financial covenants in Annex B shall becalculated, without giving effect to any election under Statement of Financial AccountingStandards 159) (or similar accounting principle) permitting a person to value its financialliabilities at the fair value thereof. Subject to the foregoing, calculations in connection with thedefinitions, covenants and other provisions hereof shall utilize accounting principles and policiesin conformity with the Historical Principles. The parties hereto agree that as of the date of thisAgreement and until DOE is otherwise notified thereof by the Borrower and DOE approves suchchange pursuant to Section 9.17, the “Designated Standard” to which the Borrower is subject isGAAP.

ARTICLE II

FUNDING

2.1 Loans.

(a) Purchase of Notes. Subject to the terms and conditions hereof andof the Funding Agreements, on the Principal Instrument Delivery Date, DOE agrees to deliver toFFB the Principal Instruments required, in accordance with Section 4.2 of the Note PurchaseAgreement, in connection with the offer to FFB to purchase on the Financial Closing Date:

(i) The Karma Note in an aggregate maximum principalamount not to exceed $169,300,000 (the “Karma Loan”); and

(ii) The Nina Note in an aggregate maximum principal amountnot to exceed $359,360,000 (the “Nina Loan”, and together with the Karma Loan,collectively, the “Loans”).

(b) Advance Request Approval Notice. Subject to the terms andconditions hereof and of the Funding Agreements, DOE agrees, no less than three Business Daysprior to each Requested Advance Date during the Loan Availability Period, to deliver to FFB anAdvance Request Approval Notice authorizing FFB to make Advances, provided that, aftergiving effect to any Advances and the use of proceeds thereof:

(i) the aggregate amount of Advances made to the Borrowerunder the Notes does not exceed the Maximum Loan Amount;

(ii) the aggregate amount of Advances made to the Borrowerunder the Karma Note (each, a “Karma Loan Advance”) does not exceed themaximum amount of Karma Loan Advances permitted by Section 2.7; and

(iii) the aggregate amount of Advances made to the Borrowerunder the Nina Note (each, a “Nina Loan Advance”) does not exceed themaximum amount of Nina Loan Advances permitted by Section 2.7.

2.2 Loan Commitment Amount Reductions. The Borrower may, on not lessthan 30 days prior written notice to DOE and upon the satisfaction of any consent requirement or

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other applicable provisions of this Agreement and each Loan Document, permanently reduce theLoan Commitment Amount, in whole or in part, but only if:

(a) DOE is satisfied that the proposed reduction or cancellation wouldnot cause a Default or an Event of Default;

(b) the Borrower shall have delivered to DOE, by an AcceptableDelivery Method, a certificate, in form and substance satisfactory to DOE, with respect to thematters set forth in clause (a) above; and

(c) to the extent permitted by applicable Requirements of Law, uponsuch cancellation or reduction, the Borrower shall pay all expenses and other amounts then duewith respect to such cancellation or reduction under this Agreement.

Once reduced or canceled, the Loan Commitment Amount may not be increased.

2.3 Mechanics for Requesting Advances.

(a) Advance Requests. From time to time during the LoanAvailability Period, the Borrower may request Advances under the Funding Agreements bydelivery to DOE by an Acceptable Delivery Method, not less than ten Business Days prior to anyRequested Advance Date (each, an “Advance Request Delivery Date”), of (A) an appropriatelycompleted request with respect to such Advance or Advances signed by a Responsible Officer ofthe Borrower (each, an “Advance Request”) which shall be substantially in the form of thedocument titled “Form of Advance Request” included in the Forms Supplement (the “Form ofAdvance Request”) and in compliance with the requirements of Section 2.3(b), and (B) anappropriately completed request for Advances required to be delivered pursuant to the terms ofeach Note signed by a Responsible Officer of the Borrower, with a copy by facsimile to FFB(each, an “FFB Advance Request”) which shall be substantially in the form of Exhibit A to theNote Purchase Agreement (the “Form of FFB Advance Request”). The Borrower may requestAdvances no more frequently than once per calendar month.

(b) Contents of Advance Requests. Each Advance Request shallspecify or include as an attachment each of the following (as contemplated by the Form ofAdvance Request):

(i) the amount (if any) of the Advance requested under theKarma Note and the Nina Note; provided that in each case, such amounts shallnot be less than the minimum amounts required by this Agreement, the NotePurchase Agreement and the relevant Note;

(ii) the Requested Advance Date, which, subject to therequirements of Section 2.3(a) shall be any Business Day during the LoanAvailability Period;

(iii) the account of the Borrower into which the proceeds of theAdvance will be deposited (which account shall be part of the Collateral);

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(iv) the aggregate amount, on a prospective basis after givingeffect to the requested Advances, of (A) all Advances outstanding under theKarma Note (if any), (B) all Advances outstanding under the Nina Note (if any)and (C) all Borrower Project Payments made by the Borrower with respect toeach Project, provided that (x) the aggregate amount requested with respect toclauses (A) and (B) above may not in any event exceed the amount permittedpursuant to Section 2.7 and (y) the aggregate Borrower Project Payments withrespect to each Project shall be not less than the amount required pursuant toSection 2.8;

(v) a summary (substantially in the form of Annex I to theForm of Advance Request) of the Eligible Project Costs being financed with theproceeds of the requested Advance or Advances, together with copies of invoicesor other reasonable documentation evidencing such Eligible Project Costs (oralternatively in the case of such invoices, a listing thereof which sets forth, foreach invoice, the invoice number, date, vendor and amount and the portion ofsuch amount that relates to Eligible Project Costs, it being understood that theBorrower shall deliver to DOE copies of such invoices promptly upon DOE’srequest);

(vi) certification by a Responsible Officer of the Borrower that(A) the proceeds of the Karma Loan Advances will be used solely to reimburseEligible Karma Engineering Costs previously paid by Borrower, (B) the proceedsof the Nina Loan Advances will be used solely to reimburse Eligible Nina FacilityCosts previously paid by Borrower, in each case in accordance with the thencurrent Business Plan and (C) the Eligible Project Costs being reimbursed,together with all other costs related to the Projects incurred during the currentyear (whether or not Eligible Project Costs), will not exceed the budgetedamounts for such year in the relevant line items of the Budget (except to theextent permitted by Section 9.6);

(vii) either (A) certification by a Responsible Officer of theBorrower that the most recent Budget delivered pursuant to this Section2.3(b)(vii), Section 5.1(n) or Section 8.3(c) continues to be applicable, based ongood faith estimates and assumptions made by management of the Borrower andthat management of the Borrower believes that such Budget is still reasonable andattainable, or (B) (x) at the Borrower’s option (in lieu of the certificate describedin clause (A)) or (y) upon DOE’s request, an updated Budget, substantially in theform of the Initial Budget and otherwise satisfactory to DOE, together with acertification by a Responsible Officer of the Borrower certifying that such Budgetis based on good faith estimates and assumptions made by management of theBorrower and that management of the Borrower believes that the Budget isreasonable and attainable; provided that, in either case, all Budgets must besatisfactory to DOE (it being understood that a waiver, granted in DOE’s solediscretion, of the requirements of this Section 2.3(b)(vii) in connection with anyAdvance shall not be deemed to indicate DOE’s approval of any Budget);

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(viii) certification by a Responsible Officer of the Borrower of (i)the dollar amount of the Debt Service Reserve Requirement after giving effect tothe requested Advance(s) based on a good faith estimate of the applicable interestrate and (ii) the current balance of the Debt Service Reserve Account; and

(ix) such other documentation, certificates and information asspecified in this Agreement to be provided with an Advance Request (includingSections 5.3, 5.4 and 5.5, as applicable and, prior to the Principal InstrumentDelivery Date and the Financial Closing Date, Sections 5.1 and 5.2, respectively).

In addition, the Advance Request delivered in connection with the first Advance under eitherLoan shall include as an attachment an Agreed-Upon Procedures Report covering all of theEligible Project Costs incurred prior to the date hereof and all of the Eligible Project Costs to bereimbursed by the initial Advance.

(c) Contents of FFB Advance Requests. Each FFB Advance Requestshall contain all other information required by the Form of FFB Advance Request.

2.4 Mechanics for Funding Advances.

(a) Advance Funding.

(i) Satisfaction of Conditions. Promptly after receipt of anAdvance Request complying with Sections 2.3(a) and (b), DOE shall review suchAdvance Request and the attachments thereto to determine whether all certificatesand documentation required under Section 2.3 have been delivered to it. At suchtime as DOE has determined that it has received all such required certificates anddocumentation, but in any event not more than seven Business Days after receiptof such Advance Request (assuming all such required certificates anddocumentation were delivered to it with such Advance Request), DOE shall sonotify FFB and the Borrower.

(ii) Advance Request Approval Notice. With respect to anyAdvance(s) under the Funding Agreements, if DOE determines that all conditionsprecedent set forth in Sections 5.3 and 5.4, as applicable, in respect of therequested Advance(s) have been satisfied (or waived in writing), then no laterthan three Business Days prior to the Requested Advance Date, DOE shall issueto FFB and the Borrower an Advance Request Approval Notice.

(iii) Funding. For any requested Advance for which anAdvance Request Approval Notice has been issued pursuant to this Section 2.4(a)and for which no Drawstop Notice has been issued pursuant to Section 2.4(b),FFB shall fund such Advance on the Requested Advance Date in accordance withthe Note Purchase Agreement and the relevant Note. Such funds shall be appliedas specified in the Funding Agreements and in accordance with Section 2.4(d)hereof, provided that if any Drawstop Notice has been issued and is in effect on

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the Requested Advance Date with respect to any funds received by the Borrower,such funds shall be returned by the Borrower to FFB pursuant to Section 2.4(b).

(b) Drawstop Notices.

(i) Issuance. Following the issuance of any Advance RequestApproval Notice by DOE pursuant to Section 2.4(a) and on or prior to theRequested Advance Date, DOE or FFB may, from time to time, issue a noticesubstantially in the form of Exhibit C hereto (a “Drawstop Notice”) to theBorrower and to DOE or FFB, as the case may be, if and only if DOE or FFB, asthe case may be, determines that:

(A) the conditions in Sections 5.3 or 5.4, as applicable,the Note Purchase Agreement or the Notes with respect to suchAdvance(s) are not met, or having been met, are no longer met; or

(B) to the extent the Advance Request Approval Noticehas been issued for any Advance under the relevant Note and the NotePurchase Agreement, the conditions precedent to such Advance containedin such Note and the Note Purchase Agreement are not met, or havingbeen met, are no longer met.

(ii) Consequences. If a Drawstop Notice is issued, FFB shallnot be obligated to make the requested Advance(s) set forth on such DrawstopNotice, provided that, if FFB makes any such Advance(s) to the Borrowerfollowing the issuance of a Drawstop Notice, the Borrower shall return suchAdvance(s) to FFB immediately upon receipt thereof, and provided further that,any amount required to be returned by the Borrower pursuant to this Section2.3(b)(ii) shall accrue interest at the Late Charge Rate from the date such Advanceor Advances are made until such Advance(s) are returned. Following the returnof such Advance(s), FFB shall deliver an invoice to the Borrower setting forth theinterest due and payable with respect to such returned amount. The Borrowerhereby agrees promptly, but in no event later than five Business Days followingdelivery of such invoice, to pay such interest amounts as directed by FFB. Theissuance of a Drawstop Notice will not preclude the Borrower from resubmittingthe related Advance Request pursuant to Section 2.3 once all the conditions to theproposed Advance have been met.

(c) No Liability. (i) The Borrower acknowledges and agrees that DOEshall only be required to use reasonable efforts to provide FFB with the necessary AdvanceRequests and Advance Request Approval Notices within the time-frames specified inSections 2.4(a)(i) and (ii), but DOE shall in any event ensure that the FFB receives all suchAdvance Requests and Advance Request Approval Notices as soon as practicable followingreceipt from the Borrower of the applicable Advance Requests and necessary certificates andother documentation specified above (subject to the Borrower satisfying all necessary conditionsprecedent specified in this Agreement, including, without limitation Sections 5.3 and 5.4, as

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applicable and, prior to the Principal Instrument Delivery Date and the Financial Closing Date,Sections 5.1 and 5.2, respectively).

(ii) Subject to Section 2.4(c)(iii), no Lender Party shall haveany liability for any action taken (including the delivery of a Drawstop Notice) oromitted to be taken (including the failure to fund any Advance(s) following theissuance of a Drawstop Notice) or for any loss or injury resulting from its actionsor its performance or lack of performance of any of its other duties hereunder ifsuch Lender Party acted reasonably in exercising or interpreting its statutoryauthority and applicable regulations in taking any such action, omitting to takeany action or performing its duties hereunder. Except to the extent, if any, setforth in Section 2.4(c)(iii), in no event shall any Lender Party be liable (A) foracting in accordance with or relying upon any entitlement order, instruction,notice, demand, certificate or document from the Obligors or any entity acting onbehalf of the Obligors, (B) for any indirect, consequential, punitive or specialdamages, regardless of the form of action and whether or not any such damageswere foreseeable or contemplated, or (C) in the case of FFB or any subsequentholder of any Note, for acting in accordance with or relying upon any DrawstopNotice issued by DOE.

(iii) Notwithstanding anything contained in this Agreement tothe contrary, no Lender Party shall incur any liability to the Borrower or anyAffiliate thereof or to any other Lender Party for not performing any act orfulfilling any duty, obligation or responsibility hereunder by reason of anycircumstance beyond the control of such Lender Party or its agents (including anyact or provision of any present or future law or regulation of any GovernmentalAuthority (other than FFB or DOE, unless DOE or FFB, as the case may be, isissuing such regulation in compliance with Requirements of Law), any act ofGod, fire, flood, severe weather, epidemic, quarantine restriction, explosion,sabotage, act of war, act of terrorism, riot, civil commotion, lapse of the statutoryauthority of the United States Department of the Treasury to raise cash throughthe issuance of Treasury debt instruments, the unavailability of the FederalReserve Bank wire, disruption or failure of the Treasury FinancialCommunications System or facsimile or other wire or communication facility,closure of the Federal Government, unforeseen or unscheduled closure orevacuation of such Lender Party’s office or any other similar event) (each suchcircumstance, a “Lender Party Force Majeure Event”); it being understood thatany such Lender Party shall resume performance hereunder as soon as suchLender Party Force Majeure Event ceases to prevent such Lender Party fromperforming hereunder.

(d) Disbursement of Proceeds. (i) The Borrower shall apply(x) Karma Loan proceeds solely to reimburse itself for payment of, Eligible Karma EngineeringCosts in accordance with the then current Business Plan and (y) Nina Loan proceeds solely toreimburse itself for payment of, Eligible Nina Facility Costs in accordance with the then currentBusiness Plan, and (ii) for the avoidance of doubt, in no event will the proceeds of any Loan be(A) applied towards any costs paid on or prior to January 16, 2009, (B) used by the Borrower to

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pay, or reimburse itself for payment of, interest on the Loans, administrative or other feesrelating to the Loans or any other amounts under the Loan Documents, (C) used by the Borrowerto pay, or to reimburse itself for payment of, any Cost Overruns, (D) applied to finance oracquire, or reimburse the Borrower for the cost of, any property unless concurrently therewiththe Collateral Agent obtains a First Priority Lien on such property (it being understood forpurposes of this clause (D) that, in the case of any such cost that is part of an Eligible ProgressPayment, the property acquired with the proceeds of the Loan used to pay such cost shall consistof all contract rights, claims against the vendor and all other rights of the Borrower (includingany rights in the related equipment) that arise in connection with such Eligible ProgressPayment, and all such property shall be deemed to be Program Assets for all purposes of thisAgreement) or (E) used to pay, or reimburse the Borrower for, costs or expenses that werefunded with Federal Funding (other than the Loans).

2.5 Advance Requirements under the Funding Agreements. Notwithstandinganything to the contrary contained in this Article II, the Borrower shall comply with eachdisbursement requirement set forth in the Funding Agreements. Unless otherwise specified inthe Funding Agreements, all determinations to be made with respect to the Funding Agreementsshall be made by DOE.

2.6 No Approval of Work. The making of any Advance under the LoanDocuments shall not be deemed an approval or acceptance by any Lender Party of any work,labor, supplies, materials or equipment furnished or supplied with respect to any Project.

2.7 Determination of Advance Amounts.

(a) Maximum Loan Amounts. The Loans are to be made in one ormore Advances in an aggregate principal amount at no time exceeding the lesser of:

(i) with respect to the Karma Loan, (x) 100% of EligibleKarma Engineering Costs incurred and paid on or before the date of suchAdvance, (y) 80% of the sum of the Eligible Karma Engineering Costs plus theapplicable Historical Costs incurred and paid on or before the date of suchAdvance (not counting for this purpose any such costs paid with the proceeds ofindebtedness other than the Karma Loan or indebtedness that has been repaid orconverted into Capital Stock of the Borrower prior to the Financial Closing Date)and (z) $169,300,000 (such lesser amount, the “Maximum Karma LoanAmount”); and

(ii) with respect to the Nina Loan, (x) 100% of Eligible NinaFacility Costs incurred and paid on or before the date of such Advance, (y) 80%of the sum of the Eligible Nina Facility Costs plus the applicable Historical Costsincurred and paid on or before the date of such Advance (not counting for thispurpose any such costs paid with the proceeds of indebtedness other than theKarma Loan or indebtedness that has been repaid or converted into Capital Stockof the Borrower prior to the Financial Closing Date) and (z) $359,360,000 (suchlesser amount, the “Maximum Nina Loan Amount”, and together with theMaximum Karma Loan Amount, the “Maximum Loan Amount”).

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(b) The term “Historical Costs” means (i) with respect to the KarmaProject those costs of the Karma Engineering Works paid on or prior to January 16, 2009 thatwould have been eligible for funding as Eligible Karma Engineering Costs if they had been paidafter January 16, 2009, and (ii) with respect to the Nina Project, those costs of the Nina Facilitypaid on or prior to January 16, 2009 that would have been eligible for funding as Eligible NinaFacility Costs if they had instead been paid after January 16, 2009. For purposes of applying thelimitations contained in Section 2.7(a), the parties have assumed that the Historical Costs areequal to in the case of the Karma Project, and that there were no Historical Costsincurred in the case of the Nina Project (in each case, the “Historical Costs Assumption”). In theevent DOE determines that the Historical Costs Assumption with respect to the Karma Projectdoes not accurately reflect the actual Historical Costs paid by the Borrower with respect to theKarma Project, (x) DOE’s determination of actual Historical Costs for such Project shallthereafter be used for purposes of Section 2.7(a), (y) the next Advance(s) under the Karma Loanshall be reduced in an amount equal to (1) the aggregate amount of Advances theretofore madeunder the Karma Loan (as determined in accordance with the incorrect Historical CostsAssumption) minus (2) the aggregate amount of such Advances that would have been made hadthey been determined in accordance with the actual Historical Costs, and (z) the Borrower shallcertify that the Committed Equity Condition can be satisfied notwithstanding the effects of theforegoing clauses (x) and (y).

2.8 Borrower Commitment.

(a) The Borrower shall pay all costs and expenses necessary for timelycompletion of:

(i) the Karma Project (including the Karma EngineeringWorks and each Milestone related to the Karma Project) to the extent such costsand expenses exceed the amounts available from time to time under the terms ofthe Loan Documents (such payments, the “Borrower Karma Project Payments”);and

(ii) the Nina Project (including each Milestone related to theNina Project) to the extent such costs and expenses exceed the amounts availablefrom time to time under the terms of the Loan Documents (such payments, the“Borrower Nina Project Payments”, and together with the Borrower KarmaProject Payments, the “Borrower Project Payments”).

The foregoing commitments shall obligate the Borrower to make BorrowerProject Payments prior to the date of each Advance equal to all expenses related to any Projectincurred on or before the date of such Advance to the extent such expenses exceed the MaximumKarma Loan Amount or Maximum Nina Loan Amount, as applicable, as of the date of suchAdvance.

2.9 Committed Equity Condition. The obligation to make any Advance willbe subject to the condition (the “Committed Equity Condition”) that the amount to be Advanced,together with (i) any remaining undisbursed amount under the Loans, and (ii) the Borrower’sfinancial resources in the form of (w) cash and Cash Equivalents on hand, (x) additional equity

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funding committed on terms satisfactory to DOE, (y) reasonable projections of future generationof net cash from operations satisfactory to DOE, and (z) available undrawn commitments underthe liquidity arrangements referred to in Section 5.1(y) (but specifically excluding any cash orcommitments that the Borrower is restricted from using to fund costs and expenses of theProjects, whether by contract, legal requirement or otherwise), will be sufficient to:

(a) achieve each Milestone on or before the relevant MilestoneCompletion Date,

(b) provide all working capital contemplated in the Business Plan orotherwise required for the Projects, including for commercial production of the Karma and Ninavehicles at levels not less than those contemplated in the Business Plan, and

(c) fund any contingencies or cost overruns in connection with theProjects of which the Borrower has Knowledge as of the date of such Advance.

2.10 Cost Overruns. In the event that the Borrower incurs costs and expensesin excess of any amount specified in a specific line item of the Business Plan in respect of theKarma Engineering Works or the Nina Facility (a “Cost Overrun”), the Borrower shall berequired to pay such Cost Overrun out of its own funds or with proceeds from the sale ofHolding Capital Stock and not with the proceeds of any Loans.

2.11 DOE’s Consultant.

(a) DOE reserves the right to retain independent consultants (financial,engineering and otherwise) to review Advance Requests, verify the Borrower’s application of theproceeds of the Loans, confirm the Borrower’s completion of the Milestones and perform suchother similar tasks in connection with the administration of the Loans as may be required byDOE (any such independent consultant, “DOE’s Consultant”).

(b) The Borrower shall (i) cooperate in all respects with DOE’sConsultant (if DOE elects to retain one in accordance with Section 2.11(a)) and (ii) ensure that(A) DOE’s Consultant is provided with all information within Borrower’s control requested byDOE’s Consultant and (B) any information that it may supply to DOE’s Consultant is accurateand not, by omission of information or otherwise, misleading in any material respect at the timesuch information is provided.

2.12 Debt Service Reserve Account

(a) Establishment of Account. On the Principal Instrument DeliveryDate, the Borrower shall establish, and thereafter maintain, with the Collateral Agent (or anAffiliate thereof designated by the Collateral Agent for this purpose) a separately identifiabledeposit or securities account in the name of the Borrower entitled the “ATVM Fisker DebtService Reserve Account” (the “Debt Service Reserve Account”). The Debt Service ReserveAccount shall be pledged to the Collateral Agent for the benefit of the Secured Parties pursuantto the General Security Agreement and shall be subject to a Blocked Account ControlAgreement. Amounts on deposit in the Debt Service Reserve Account may not be withdrawn bythe Borrower except as provided in this Section 2.12.

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(b) Temporary Investments. The Borrower may cause amounts ondeposit in the Debt Service Reserve Account to be invested in Cash Equivalents. Any interest ordividends earned on such investments shall be deposited into the Debt Service Reserve Account.Neither the Collateral Agent nor any other Secured Party shall be responsible for any diminutionin funds resulting from such investments or any liquidation thereof prior to maturity or shall haveany obligation to invest any amounts in the Debt Service Reserve Account.

(c) Required Deposits. The Borrower shall make deposits into theDebt Service Reserve Account whenever required by Section 7.20.

(d) Withdrawals from the Debt Service Reserve Account.

(i) The Borrower shall have the right to request withdrawalsfrom the Debt Service Reserve Account if the amount on deposit therein exceedsthe Debt Service Reserve Requirement and there is no Default or Event of Defaultthen continuing. Such withdrawals can be made no more than once per calendarquarter. Written notice of any proposed withdrawal must be given to DOE andthe Collateral Agent not less than ten Business Days prior to the date of theproposed withdrawal. Such notice shall set forth the amount then on deposit inthe Debt Service Reserve Account, the Borrower’s calculation of the Debt ServiceReserve Requirement and the amount and date of the proposed withdrawal. Suchnotice shall also have attached to it a certificate of a Responsible Officer statingthat, before and after giving effect to such withdrawal, no Default or Event ofDefault will have occurred and be continuing and that the remaining balance inthe Debt Service Reserve Account after such withdrawal will equal or exceed theDebt Service Reserve Requirement. The Collateral Agent is authorized to permitsuch withdrawal on the proposed date of withdrawal so long as it has not receivedwritten notice from DOE objecting to such withdrawal. DOE agrees not to givethe Collateral Agent any such notice if such withdrawal request satisfies therequirements of this Section 2.12(d)(i), no Default or Event of Default hasoccurred and is continuing and the remaining balance in the Debt Service ReserveAccount after such withdrawal will equal or exceed the Debt Service ReserveRequirement.

(ii) If the Collateral Agent is advised by DOE at any time thatan Event of Default has occurred and is continuing, the Collateral Agent shall, ifso instructed by DOE, transfer the amounts on deposit in the Debt ServiceReserve Account to the Collateral Account maintained under the CollateralAgency Agreement or to FFB for application to payment of the Notes inaccordance with the Loan Documents.

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ARTICLE III

PAYMENTS; PREPAYMENTS

3.1 Place and Manner of Payments.

(a) All payments due under any Note shall be made by the Borrowerto FFB pursuant to the terms of the Funding Agreements.

(b) All payments to be made to DOE under this Agreement shall bemade to DOE in lawful currency of the United States of America in immediately available fundsbefore 1:00 p.m. (local time in the District of Columbia) on the date when due to such account asDOE shall direct by written notice to the Borrower not less than five Business Days prior to thedate when due.

(c) In the event that the date of any payment to DOE or the expirationof any time period hereunder occurs on a day which is not a Business Day, then such payment orexpiration of time period shall be made or occur on the next succeeding Business Day and suchextension of time shall in such cases be included in computing interest or fees, if any, inconnection with such payment.

3.2 Payment of the Facility Fee. On the Principal Instrument Delivery Date,the Borrower will pay to DOE a facility fee (the “Facility Fee”) equal to $528,660. Once paid,the Facility Fee shall not be refundable under any circumstances.

3.3 Maturity and Amortization.

(a) Maturity Dates. The Borrower shall repay (i) the outstandingprincipal amount of the Karma Loan on the Karma Note Stated Maturity Date and (ii) theoutstanding principal amount of the Nina Loan on the Nina Note Stated Maturity Date.

(b) Quarterly Payments.

(i) The Karma Note shall (A) be stated to mature on the KarmaNote Stated Maturity Date and provide that each Advance under the Karma Noteamortizes in equal consecutive quarterly installments of principal (each, a “KarmaNote Installment”) payable on each Quarterly Payment Date commencing April22, 2013 and (B) provide for the payment of interest in accordance withSection 3.5 and the Funding Agreements.

(ii) The Nina Note shall (A) be stated to mature on the NinaNote Stated Maturity Date and provide that each Advance under the Nina Noteamortizes in equal consecutive quarterly installments of principal (each, a “NinaNote Installment”) payable on each Quarterly Payment Date commencing July 22,2013 and (B) provide for the payment of interest in accordance with Section 3.5and the Funding Agreements.

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3.4 Evidence of Debt.

(a) Records. DOE shall maintain, or cause to be maintained, inaccordance with its usual practice, internal records evidencing the amounts from time to time(i) advanced by FFB under the Note Purchase Agreement and the Notes, (ii) paid by DOE toFFB pursuant to Section 6.3 of the Program Financing Agreement and (iii) paid by or on behalfof the Borrower from time to time in respect thereof.

(b) Prima Facie Evidence. Except as otherwise provided in any LoanDocument, the entries made in the internal records maintained by or on behalf of DOE pursuantto paragraph (a) above shall constitute prima facie evidence of the existence and amount of theKarma Note Obligations or the Nina Note Obligations of the Borrower as therein recorded.

3.5 Interest Provisions Relating to All Advances.

(a) Interest Account and Interest Computations. Interest will accrueon the unpaid principal amount of each Advance from the date such Advance is disbursed to theBorrower or otherwise disbursed or deemed disbursed pursuant to the Note Purchase Agreementand the relevant Note, to the date such Advance is due, at a rate per annum as specified in theFunding Agreements. All overdue amounts in respect of any Advance will (x) accrue interest atthe Late Charge Rate and (y) be payable by the Borrower in accordance with the FundingAgreements. The Borrower hereby authorizes FFB to record in an account or accountsmaintained by FFB on its books (i) the interest rates applicable to all Advances, (ii) the date andamount of each principal and interest payment on each Advance outstanding, and (iii) such otherinformation as FFB may determine is necessary for the computation of interest payable by theBorrower under the relevant Note. The Borrower agrees that all computations of interest by FFBpursuant to this Section 3.5 shall, in the absence of manifest error, be prima facie evidence of theamount thereof. All computations of interest shall be made as set forth in the relevant FundingAgreement.

(b) Interest Payment Dates. Subject to the terms of the Note PurchaseAgreement and the relevant Note, the Borrower shall pay accrued interest on the outstandingprincipal amount of each Advance on each Quarterly Payment Date, on each prepayment (to theextent thereof), and at maturity (whether by acceleration or otherwise).

3.6 Prepayments.

(a) All Prepayments.

(i) With respect to any prepayment of any Advance, whethersuch prepayment is voluntary or mandatory, including a prepayment uponacceleration, the Borrower shall comply with all applicable terms and provisionsof this Agreement and the Funding Agreements.

(ii) All prepayments of any Note shall be (A) applied toAdvances as specified in the relevant Prepayment Election Notice (subject toSections 3.6(b) and 3.6(c)(iv)) and (B) due in an amount equal to the PrepaymentPrice calculated by FFB in accordance with the terms of the respective Note;

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provided that, in the event FFB fails to deliver a notice of the applicablePrepayment Price in accordance with the terms of the applicable Note by 12:00PM (New York City time) on the Business Day immediately preceding theapplicable Intended Prepayment Date, the Borrower shall on such Business Dayuse commercially reasonable efforts to contact FFB to determine the applicablePrepayment Price, or, if Borrower is unable to determine such Prepayment Pricewith FFB, then Borrower shall either (x)(1) in good faith calculate the applicablePrepayment Price due in connection with such prepayment and (2) make apayment on such prepayment date to FFB in an amount equal to the amount socalculated or (y) in the case of any Mandatory Prepayment, make a payment onsuch prepayment date to FFB in an amount equal to the applicable Net CashProceeds, Reinvestment Prepayment Amount, Excess Advance Amount, orExcess Project Loan Amount, as the case may be, together, in each case, withaccrued and unpaid interest on such amount; provided further that, if the actualapplicable Prepayment Price calculated by FFB (1) is greater than the amountpaid by the Borrower, the Borrower shall promptly, but in no event later than twoBusiness Days following delivery by FFB to the Borrower of notice of the amountof such Prepayment Price, make a payment to FFB in an amount equal to thedifference between such Prepayment Price and the amount actually paid by theBorrower, it being understood that if the Borrower shall fail to pay any portion ofsuch amount in accordance with the foregoing, the Borrower shall pay FFB a LateCharge on any such unpaid amount from such aforementioned prepayment date tothe date on which payment is made, computed in accordance with the provisionsof the relevant Note, or (2) is less than the amount paid by the Borrower, theamount equal to the difference between the Prepayment Price and the amount paidby the Borrower shall be (a) credited to the payment due by the Borrower to FFBon the Quarterly Payment Date immediately following the date of such paymentby the Borrower or (b) following any prepayment by the Borrower pursuant towhich the full amount of all of the Advances outstanding under each Loan hasbeen paid, returned by FFB or its designee to the Borrower within two BusinessDays following the date on which FFB shall have delivered to Borrower notice ofthe amount of the actual Prepayment Price under each applicable Note.

(iii) The Borrower may not reborrow the principal amount ofany Advance that is prepaid, nor shall any such prepayment create availability forfurther borrowings during the Loan Availability Period.

(iv) If the Borrower fails to make a prepayment to FFB on anyIntended Prepayment Date in accordance with this Section 3.6 with respect to anynotice of prepayment delivered to DOE and FFB, the Borrower shall pay to FFB aLate Charge on any unpaid amount from the Intended Prepayment Date to thedate on which payment is made, computed in accordance with the provisions ofthe relevant Note.

(b) Voluntary Prepayments.

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(i) The Borrower may at any time and from time to timeprepay all or any portion of the outstanding principal amount of any Advanceunder any Note, or prepay such Note in its entirety, upon prior submission of aPrepayment Election Notice by the Borrower to DOE and FFB not less than fiveBusiness Days prior to the Intended Prepayment Date in accordance with theterms hereof and the relevant Note. Voluntary prepayments of any Advance shallbe subject to a minimum amount equal to $100,000 of principal or, if less, thetotal principal amount of such Advance then outstanding; provided that theaggregate amount of Advances being prepaid on the same date that are part of thesame Loan shall also be subject to the minimums set forth in clause (ii) below.Voluntary prepayments of any Advance shall be applied to principal installmentsof such Advance in the inverse order of maturity in accordance with the terms ofthe relevant Note.

(ii) Voluntary prepayments made under this Section 3.6(b)shall be subject to a minimum principal amount equal to an aggregate of $100,000and integral multiples of $100,000 in excess of that amount or, if less, the totalprincipal amount of such Loan then outstanding.

(c) Mandatory Prepayments.

(i) The Borrower shall make mandatory prepayments ofborrowings under the Loans as follows:

(A) Net Cash Proceeds from Specified Dispositions orRecovery Events. Within ten Business Days of the date on which theBorrower or any Subsidiary shall receive Net Cash Proceeds from anypermitted Specified Disposition or from any Recovery Event, then, unlessa Reinvestment Notice (which, in the case of any Recovery Event, ispermitted under Section 7.5, if applicable) shall be delivered in respectthereof, the Borrower shall deliver to DOE and FFB a PrepaymentElection Notice on such date specifying that it elects to prepay theAdvances under the Notes in a principal amount equal to such Net CashProceeds in accordance with Section 3.6(c)(ii) and shall make suchprepayment within five Business Days after the delivery of suchPrepayment Election Notice; provided that, following any ReinvestmentPrepayment Date arising from a Specified Disposition or Recovery Event,the Reinvestment Prepayment Amount, if any, related to such SpecifiedDisposition or Recovery Event shall be required to be prepaid, and theBorrower shall on such date deliver to DOE and FFB a PrepaymentElection Notice specifying that that it elects to prepay the Advances underthe Notes in a principal amount equal to such Reinvestment PrepaymentAmount in accordance with Section 3.6(c)(ii) and shall make suchprepayment within five Business Days after the delivery of suchPrepayment Election Notice; and provided further that, notwithstandinganything to the contrary herein, the Borrower shall not be required tomake any prepayment under this Section 3.6(c)(i)(A) to the extent of any

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Net Cash Proceeds from any permitted Specified Disposition or RecoveryEvent until the aggregate cumulative amount of Net Cash Proceeds fromany Specified Dispositions and/or Recovery Events that have not beenreinvested in accordance with this Section 3.6(c)(i)(A) and have not beenpreviously applied by the Borrower to prepay Advances in accordancewith this Section 3.6(c)(i)(A) is equal to or greater than $5,000,000.

(B) Excess Advances. If on any Quarterly ReportingDate there is an Excess Advance Amount, the Borrower shall, within fiveBusiness Days following the request of DOE, deliver to DOE and FFB aPrepayment Election Notice specifying that it elects to prepay theAdvances under the Notes in a principal amount equal to such ExcessAdvance Amount in accordance with Section 3.6(c)(ii) and shall makesuch prepayment within five Business Days after the delivery of suchPrepayment Election Notice; provided that if no request is made by DOEprior to the making of an Advance by FFB on the next succeedingAdvance Date, such repayment amount shall be deducted by the Borrowerfrom future Advances under the Funding Agreements pursuant toSection 5.6.

(C) Excess Project Loan Amount. If, on any date, theaggregate outstanding principal amount of all Advances corresponding toany Loan exceeds the Maximum Karma Loan Amount or the MaximumNina Loan Amount, as applicable (such excess amount, the “ExcessProject Loan Amount”), the Borrower shall within five Business Daysdeliver to DOE and FFB a Prepayment Election Notice on such datespecifying it elects to prepay the Advances under the related Notes in aprincipal amount equal to such Excess Project Loan Amount inaccordance with Section 3.6(a)(ii) and shall make such prepayment withinfive Business Days after the delivery of such Prepayment Election Notice.

(D) Excess Cash Flow. Annually, not later than March31 of any year beginning March 31, 2014, the Borrower shall deliver toDOE a Prepayment Election Notice specifying that Borrower is requiredto prepay the Advances under the Notes in a principal amount equal to20% of any Excess Cash Flow from the preceding Fiscal Year (suchamount, the “Excess Cash Flow Prepayment Amount”). The Borrowershall deliver to DOE a Prepayment Election Notice prior to any suchprepayment specifying the Excess Cash Flow Prepayment Amount.

(ii) Delivery of a Prepayment Election Notice to DOE. AnyPrepayment Election Notice required to be delivered pursuant to this Section3.6(c), shall be delivered by an Authorized Transmitter of the Borrower and byAcceptable Delivery Method, to DOE and FFB on the dates and/or within thetime frames provided in this Section 3.6(c), and shall include all informationrequired pursuant to the applicable Funding Agreements.

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(iii) Timing of Mandatory Prepayments. Any MandatoryPrepayments of Advances made under the Notes shall be made on the IntendedPrepayment Date set forth in the relevant Prepayment Election Notice deliveredpursuant to Section 3.6(c)(ii), which Intended Prepayment Dates shall occurwithin the applicable time frames provided in this Section 3.6(c).

(iv) Application of Mandatory Prepayments. Any mandatoryprepayment of any Advance pursuant to Section 3.6(c) shall be applied asfollows:

(A) In the case of mandatory prepayments madepursuant to Section 3.6(c)(i)(A) or 3.6(c)(i)(D), (such prepayments shallbe applied in the following order (regardless of which Project the eventgiving rise to such prepayments relates to):

(1) first, to the remaining scheduled Nina NoteInstallments, in inverse order of maturity, under any of theoutstanding Nina Loan Advances selected by DOE until the NinaLoan Advances are paid in full, in accordance with the terms of theNina Note; and

(2) second, to the remaining scheduled KarmaNote Installments, in inverse order of maturity, under any of theoutstanding Karma Loan Advances selected by DOE until theKarma Loan Advances are paid in full, in accordance with theterms of the Karma Note.

(B) In the case of mandatory prepayments madepursuant to Sections 3.6(c)(i)(B), or 3.6(c)(i)(C), such prepayments shallbe applied to the remaining scheduled Note Installments of the relevantLoan, in the inverse order of maturity, under any of the outstandingAdvances selected by DOE, in accordance with the terms of the applicableNote.

ARTICLE IV

REIMBURSEMENT OBLIGATIONS

4.1 Reimbursement and Other Payment Obligations.

(a) The Borrower agrees to pay to DOE or to such other Person asDOE shall direct as follows:

(i) a sum, in U.S. Dollars, equal to the total of all amountspayable by DOE to FFB pursuant to Section 6.3.1 of the Program FinancingAgreement which relate to, or arise out of, FFB providing or having providedfinancing under the Notes (such amounts, “Reimbursement Amounts”);

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(ii) to the extent permitted by applicable Requirements of Law,any and all charges, fees, reasonable and documented costs and expenses whichDOE may pay or incur, including attorneys’, accountants’ and other consultants’fees and expenses, and any and all recording and filing fees that may be payableor determined to be payable, in connection with (i) the enforcement, defense orpreservation of any rights in respect of any of the Loan Documents during thecontinuance of a Default or Event of Default, including defending, monitoring orparticipating in any litigation or proceeding (including any bankruptcy proceedingin respect of any party to any Loan Document or any Subsidiary thereof) relatingto any of the Loan Documents or the transactions contemplated thereby, (ii) theforeclosure against, sale or other disposition of collateral, if any, securing anyobligations under any of the Loan Documents, or pursuit of any other remediesunder any of the Loan Documents, to the extent such costs and expenses are notrecovered from such foreclosure, sale or other disposition, (iii) any review orapproval by DOE in connection with the delivery of collateral or substitutecollateral, if any, under any of the Loan Documents, or (iv) any amendment,supplement or modification of any Loan Document, or any waiver or consentunder any Loan Document; and

(iii) to the extent permitted by applicable Requirements of Law,interest on any and all amounts described in this Article IV from the date payableby DOE under the Program Financing Agreement until payment thereof in full bythe Borrower and interest on any and all amounts described in Section 3.2 fromthe date due until payment thereof in full by the Borrower, in each case, payableto DOE at the Late Charge Rate for the period commencing on the date suchpayment is due and ending on the date payment is made by the Borrower.

(b) All amounts payable under this Section 4.1 shall be payable withinfive Business Days after a demand therefor, in U.S. Dollars, in full, without any requirement onthe part of DOE to seek reimbursement from any other sources of indemnity therefor.

4.2 Subrogation. In furtherance of and not in limitation of DOE’s right ofsubrogation, the Borrower acknowledges that, to the extent of any payment made by DOE ofReimbursement Amounts, DOE shall be fully subrogated to the extent of any such payment, andany additional interest due on any late payment, to the rights of FFB under the Notes, the NotePurchase Agreement and any other Loan Documents. The Borrower agrees to such subrogationand agrees to execute such instruments and to take such actions as DOE may reasonably requestto evidence such subrogation and to perfect the right of DOE to receive any amounts paid orpayable thereunder. If and to the extent that DOE shall be fully and indefeasibly reimbursed incash or immediately available funds by the Borrower pursuant to Section 4.1 in respect of anypayment made by DOE of Reimbursement Amounts, such reimbursement shall be deemed toconstitute an equal and corresponding payment in respect of DOE’s rights of subrogationhereunder in respect of such payment of Reimbursement Amounts.

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4.3 Obligations Absolute.

(a) The obligations of the Borrower under this Article IV shall beabsolute and unconditional, and shall be paid or performed strictly in accordance with thisAgreement under all circumstances irrespective of:

(i) any lack of validity or enforceability of, or any amendmentor other modifications of, or waiver with respect to the Notes, this Agreement orany other Transaction Document;

(ii) any exchange or release of any other obligations hereunder;

(iii) the existence of any claim, setoff, defense, reduction,abatement or other right which the Borrower may have at any time against DOEor any other Person;

(iv) any document presented in connection with any LoanDocument proving to be forged, fraudulent, invalid or insufficient in any respector any statement therein being untrue or inaccurate in any respect;

(v) any payment by DOE pursuant to the terms of the ProgramFinancing Agreement against presentation of a certificate or other documentwhich does not strictly comply with terms of such Program Financing Agreement;

(vi) any breach by the Borrower of any representation, warrantyor covenant contained in any of the Transaction Documents;

(vii) except to the extent prohibited by mandatory provisions ofapplicable Requirements of Law, status as, and any other rights of, a “debtor”under the UCC as in effect from time to time in the State of New York or underthe applicable Requirements of Law of any other relevant jurisdiction;

(viii) any duty on the part of DOE to disclose any matter, fact orthing relating to the business, operations or financial or other condition of theBorrower now known or hereafter known by DOE;

(ix) any disability or other defense of the Borrower or any otherPerson;

(x) any act or omission by DOE that directly or indirectlyresults in or aids the discharge of the Borrower or any other Person, by operationof law or otherwise;

(xi) any change in the time, manner or place of payment of, orin any other term of, all or any of its obligations or liabilities hereunder or anycompromise, renewal, extension, acceleration or release with respect thereto, anychange in the collateral subject to its obligations or liabilities hereunder or any

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amendment or waiver of or any consent to departure from any other guarantee forall or any of its obligations or liabilities hereunder;

(xii) any change in the corporate structure or existence of theBorrower or Holding;

(xiii) any exchange, taking, or release of Collateral;

(xiv) any application of Collateral to the Secured Obligations; or

(xv) any other circumstances or conditions, foreseen orunforeseen, now existing or hereafter occurring, which might otherwise constitutea defense available to, or discharge of, the Borrower in respect of any LoanDocument (other than a defense of payment or performance).

(b) The Borrower and any and all others who may become liable forall or part of the obligations of the Borrower under this Agreement agree to be bound by thisArticle IV and, to the extent permitted by Requirements of Law:

(i) waive and renounce any and all redemption and exemptionrights and the benefit of all valuation and appraisement privileges against theindebtedness and obligations evidenced by any Loan Documents or by anyextension or renewal thereof;

(ii) waive presentment and demand for payment, notices ofnonpayment and of dishonor, protest of dishonor and notice of protest, except asexpressly provided otherwise in this Agreement;

(iii) waive all notices in connection with the delivery andacceptance hereof and all other notices in connection with the performance,default or enforcement of any payment hereunder except as required hereby or bythe other Loan Documents;

(iv) waive all rights of abatement, diminution, postponement ordeduction, and any defense (other than a defense of payment or performance), thatany party to any Loan Document or any beneficiary thereof may have at any timeagainst DOE or any other Person, or out of any obligation at any time owing toDOE or FFB;

(v) agree that its liabilities hereunder shall be unconditionaland without regard to any setoff, counterclaim or the liability of any other Personfor the payment hereof;

(vi) agree that any consent, waiver or forbearance hereunderwith respect to an event shall operate only for such event and not for anysubsequent event;

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(vii) consent to any and all extensions of time that may begranted by DOE or FFB with respect to any payment hereunder or otherprovisions hereof and to the release of any security at any time given for anypayment hereunder, or any part thereof, with or without substitution, and to therelease of any Person or entity liable for any such payment;

(viii) waive all defenses and allegations based on or arising outof any contradiction or incompatibility among its obligations or liabilitieshereunder and any of its other obligations;

(ix) waive, unless and until its obligations or liabilitieshereunder have been performed, paid, satisfied or discharged in full, any right toenforce any remedy that DOE or FFB now has or may in the future have againstthe Borrower or any other Person;

(x) waive any benefit of, or any right to participate in, anyguarantee or insurance whatsoever now or in the future held by DOE or FFB;

(xi) waive the benefit of any statute of limitations affecting itsliability hereunder; and

(xii) consent to the addition of any and all other makers,endorsers, guarantors and other obligors for any payment hereunder, and to theacceptance of any and all other security for any payment hereunder, and agree thatthe addition of any such obligors or security shall not affect the liability of theparties hereto for any payment hereunder.

(c) The Borrower shall remain liable for its reimbursement and otherpayment obligations under this Agreement and the other Loan Documents until such obligationshave been irrevocably paid or otherwise satisfied and discharged in full in accordance with thisAgreement and the other Loan Documents, and nothing except irrevocable payment, satisfactionor discharge in full thereof in accordance with this Agreement and the other Loan Documentsshall release the Borrower from such obligations.

(d) Except as expressly provided herein, the obligations and liabilitiesof the Borrower under this Agreement or the other Loan Documents shall not be conditioned orcontingent upon the pursuit or exercise by DOE, FFB or any other Person at any time of anyright or remedy (nor shall such obligations and liabilities be affected, released or modified byany action, failure, delay or omission by DOE, FFB or any other Person in the enforcement orexercise of any right or remedy under applicable Requirements of Law) against any Person thatmay be or become liable in respect of all or any part of the obligations and liabilities of theBorrower under this Agreement or the other Loan Documents.

4.4 Evidence of Payment. In the event of any payment by DOE that isrequired to be reimbursed or indemnified by the Borrower, the Borrower agrees to acceptevidence of payment by DOE as prima facie evidence of the amount thereof.

4.5 Payment of Loan Document Amounts.

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(a) Anything in this Article IV to the contrary notwithstanding,including Section 4.4, (i) amounts payable by the Borrower pursuant to Section 4.1 in respect ofpayments made or required to be made by DOE to FFB on account of Loan Document Amountsshall be payable by the Borrower only to the extent (including subject to any conditions providedfor in the Loan Documents and any defenses of the Borrower under the Loan Documents), at thetimes, in the manner and in the amounts that such Loan Document Amounts would otherwisehave been payable by the Borrower under the Loan Documents (including, for the avoidance ofdoubt, on an accelerated basis following the occurrence of an Event of Default), (ii) amountspayable by the Borrower under Section 4.1 shall be without duplication of any amounts payableby the Borrower pursuant to (v) this Agreement, (w) the Notes, (x) the Note Purchase Agreement,(y) the subrogation rights referred to in Section 4.2 or (z) the provisions of Section 12.8, and (iii)no amount shall be payable by the Borrower under Section 4.1 in respect of payments made orrequired to be made by DOE to FFB in respect of any liability, loss, cost or expense relating to orarising out of any sale, assignment or other transfer of any Note or portion thereof by FFB toDOE, except during the continuance of an Event of Default.

(b) If an event permitting the acceleration of any Advance and/or anyNote shall at any time have occurred and be continuing, and such acceleration of any Advanceand/or any Note shall at such time be prevented by reason of the pendency against the Borroweror any other Person of a case or proceeding under a bankruptcy or insolvency law, the Borroweragrees that, for purposes of this Agreement and its obligations hereunder, in respect of anypayment made by DOE to FFB, such Advance and/or such Note shall be deemed to have beenaccelerated with the same effect as if such Advance and/or such Note had been accelerated inaccordance with the terms of the Funding Agreements.

ARTICLE V

CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Principal Instrument Delivery Date. Theobligation of DOE to deliver to FFB the Principal Instruments in accordance with Section 4.2 ofthe Note Purchase Agreement required for FFB, on the Financial Closing Date, to purchase theNotes is subject to the prior satisfaction (or waiver in writing), as determined by (x) in all cases,DOE and (y) with respect to any documents or instruments addressed to FFB or to which FFB isparty, FFB, in its sole discretion, of each of the following conditions precedent as of thePrincipal Instrument Delivery Date and to their continued satisfaction on the Financial ClosingDate:

(a) Loan Documents. DOE shall have received fully executedoriginals in sufficient counterparts for each of DOE, FFB and the Collateral Agent, in each casethat is party thereto, of each of the following documents, each of which shall be in form andsubstance satisfactory to DOE, and such other party or parties thereto, and shall be in full forceand effect:

(i) Arrangement Agreement. This Agreement;

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(ii) Funding Agreements. Each of the following documents(the “Funding Agreements”):

(A) the Program Financing Agreement;

(B) the Note Purchase Agreement;

(C) the Karma Note; and

(D) the Nina Note.

(iii) Holding Documents. Each of the following documents:

(A) the Holding Guarantee; and

(B) the Pledge Agreement.

(iv) Security Documents. Each of the following documents:

(A) the Collateral Agency Agreement;

(B) the General Security Agreement;

(C) the Finnish Security Agreement;

(D) the Collateral Schedules;

(E) the Copyright Security Agreements (if as of thePrincipal Instrument Delivery Date or the Financial Closing Date, asapplicable, the Borrower has any registered copyrights or filed copyrightapplications);

(F) the Patent Security Agreements;

(G) the Trademark Security Agreements;

(H) the Direct Agreements;

(I) the UCC-1 financing statements for the Borrowerand Holding;

(J) a Blocked Account Control Agreement for the DebtService Reserve Account;

(K) the Control Agreements for each other depositaccount and securities account owned by the Borrower or any AdditionalGuarantor (other than Excluded Accounts); and

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(L) the Collateral Access Agreements for leases or thirdparty locations referred to in Section 7.6(d).

(b) Borrower FFB Documents. DOE shall have received each of thedocuments, including the Borrower Instruments, the Certificate Specifying Authorized BorrowerOfficials required to be delivered by the Borrower pursuant to Section 3.2 of the Note PurchaseAgreement and the Opinion of Borrower’s Counsel with respect to the Borrower Instruments.

(c) Solvency Certificate. DOE shall have received a fully executedoriginal solvency certificate, substantially in the form of Exhibit T hereto, from the chieffinancial officer of the Borrower.

(d) Borrower and Holding Company Certificates. DOE shall havereceived a fully executed original certificate of each Obligor, dated the Principal InstrumentDelivery Date, with appropriate insertions and attachments, including (i) the OrganizationalDocuments of such Obligor certified by the relevant authority of the jurisdiction of organizationof such Obligor, (ii) a long form good standing certificate for such Obligor from its jurisdictionof organization and a good standing certificate from each jurisdiction where it is required to bequalified to do business, (iii) copies of the board, stockholder and other corporate approvals foreach Obligor that are required for it to enter into the Transaction Documents to which it is a partyand fully implement and perform the terms thereof (including implementation of the Projects),and (iv) copies of each Project Document entered in by the Borrower prior to the PrincipalInstrument Delivery Date.

(e) Information Certificate. DOE shall have received, in form andsubstance satisfactory to it, a fully executed original updated Information Certificatesubstantially in the form of the original version thereof executed and delivered on September 18,2009, together with (i) a comparison showing all changes therefrom (it being understood that ifthere are any changes in the information set forth therein from that set forth in such originalversion, this condition shall not be satisfied unless DOE is satisfied with such changes) and (ii) acertification that such Information Certificate was delivered to DOE for review at least fiveBusiness Days prior to the Principal Instrument Delivery Date (or within such shorter period asDOE may have agreed to).

(f) Information; Eligibility. DOE shall have received a certificationby a Responsible Officer of the Borrower (in the form set forth in the Form of BorrowerCertificate (for Closing) attached hereto as Exhibit R), dated the Principal Instrument DeliveryDate certifying that:

(i) the information contained in the Application, together withall other information delivered by or on behalf of the Borrower or Holding inconnection with such Application and the negotiation of the TransactionDocuments, including the Information Certificate and the Collateral Schedules, istrue and complete in all material respects and does not contain any untruestatement of a material fact or omit to state a material fact necessary to make thestatements contained therein not misleading in light of the circumstances underwhich such statements were made (it being understood that in the case of

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projections, such projections are based on estimates which are reasonable as ofthe date such projections are stated or certified); and

(ii) no event has occurred that has caused (x) the Borrower tocease to be an Eligible Applicant, as defined in the Applicable Regulations, or(y) any Project to cease to be an Eligible Project, as defined in the ApplicableRegulations.

(g) Perfection. DOE shall have received evidence, satisfactory toDOE, of the perfection and First Priority status of all security interests in the Collateral createdby the Security Documents (including by means of (i) registrations with respect to theCertificate-of-Title Equipment (as defined in the General Security Agreement) to the extent thatthe aggregate value thereof exceeds $500,000, including without limitation the vehicles withVehicle Identification Numbers and and (ii)fixture filings, and (iii) collateral assignments (and related acknowledgements by the applicableinsurance companies) of any key person life insurance policies maintained by the Borrower) andall necessary waivers, amendments, approvals and consents authorizing such security interests.

(h) Lien Searches. DOE shall have received the results of recent liensearches, satisfactory to DOE, in the States of Delaware, California and Michigan, the U.S.Patent and Trademark Office, U.S. Copyright Office and each other domestic or foreignjurisdiction in which UCC financing statements and intellectual property assignments or grantsof Liens are required to be filed hereunder, together with copies of any financing statements andlien filings disclosed by such searches and such searches shall disclose no Liens on any assetsencumbered by any Security Document, except for Permitted Liens.

(i) No Judgment Liens. DOE shall have received a certification by aResponsible Officer of the Borrower (in the form set forth in the Form of Borrower Certificate(for Closing) attached hereto as Exhibit R) certifying that (i) no Obligor has a judgment lienagainst any of its properties for a debt owed to the United States of America and (ii) no Obligorhas any outstanding debt (other than a debt under the Code) owed to the United States ofAmerica or any agency thereof that is in delinquent status, as the term "delinquent status" isdefined in 31 C.F.R.§ 285.13(d).

(j) Existing Debt. DOE shall have received evidence, satisfactory toDOE, that no Indebtedness of any Obligor is outstanding other than Indebtedness permittedunder clauses (b) and (e) of Section 9.2.

(k) Legal Opinions. DOE shall have received executed originals ofthe following legal opinions, each dated as of the Principal Instrument Delivery Date, in formand substance satisfactory to DOE:

(i) the legal opinion of Orrick Herrington & Sutcliffe LLP,counsel to the Obligors, in the form approved by DOE on or prior to the datehereof;

(ii) the legal opinion of Hannes Snellman, local counsel to theBorrower in Finland; and

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(iii) if and to the extent requested by DOE, legal opinions oflocal counsel with respect to such other special matters and local jurisdictions asDOE may have reasonably requested prior to the Principal Instrument DeliveryDate.

Each such legal opinion shall cover such matters incident to the transactions contemplated bythis Agreement and the Funding Agreements as DOE or FFB may reasonably require.

(l) Historical Financial Statements. DOE shall have received on thePrincipal Instrument Delivery Date, copies of the Historical Financial Statements for eachObligor (to the extent applicable) accompanied by a certificate of a Responsible Officer of suchObligor (in the form set forth in the Form of Borrower Certificate (for Financial DocumentsDelivered at Closing) attached hereto as Exhibit S) certifying that (x) such Historical FinancialStatements fairly present, in all material respects, the financial condition of such Obligor as atthe dates indicated and the results of its operations and cash flows for the periods indicated, ineach case in accordance with GAAP applied on a basis consistent with prior years, subject, in thecase of unaudited Financial Statements, to the absence of notes to the financial statements andchanges resulting from normal audit and year-end adjustments and (y) such Historical FinancialStatements were delivered to DOE for review at least five Business Days prior to the PrincipalInstrument Delivery Date (or within such shorter period as DOE may have agreed to).

(m) Business Plan. DOE shall have received on the PrincipalInstrument Delivery Date, a business plan satisfactory to it accompanied by a fully executedoriginal certificate of a Responsible Officer of the Borrower (in the form set forth in the Form ofBorrower Certificate (for Financial Documents Delivered at Closing) attached hereto as ExhibitS) certifying that (x) such business plan is based on good faith estimates and assumptions madeby management of the Borrower and (y) management believes that such business plan isreasonable and attainable and (z) such business plan was delivered to DOE for review at leastfive Business Days prior to the Principal Instrument Delivery Date(or within such shorter periodas DOE may have agreed to). The business plan shall contain the following:

(i) a reasonably detailed list of Milestones, in chronologicalorder, together with the anticipated completion dates (each, a “MilestoneCompletion Date”) for each of the Milestones, and to the extent they can beidentified as of such date, the anticipated costs and expenses that the Borrowerexpects will be incurred in connection with, and through the completion of, eachof the Milestones;

(ii) audited financial statements as of December 31, 2009, forthe Borrower, together with a financial model presenting projected financialstatements, quarterly for 2010 and 2011 and annually thereafter, for the Borrowerfor the proposed term of the obligations, including, inter alia, income statements,balance sheets and cash flow statements;

(iii) a detailed description of the overall financing plan for eachProject and all other projected cash needs of the Borrower for the same period,including all projected sources and uses of funding, a detailed schedule of

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proposed Advances for each fiscal quarter and the applicable Eligible ProjectCosts to be reimbursed with such proceeds;

(iv) separate operating and capital expenditure budget forecastsfor each Project, including (A) a detailed line item breakdown of the total costs ofeach Project (including, but not limited to, the costs of the Karma EngineeringWorks and the Nina Facility, as applicable), in each case at a level of detailsatisfactory to DOE, and (B) a detailed description of the methodology and allmaterial assumptions used to produce such estimates and the projected financialstatements referred to in clause (ii) above (the “Initial Karma Budget” or the“Initial Nina Budget”, as applicable, and together, the “Initial Budget”);

(v) a detailed description of the Borrower’s structure andpersonnel for senior management and board of the directors of the Borrower; and

(vi) such other information as may be required by DOE in itsreasonable discretion.

(n) Historical Costs and Eligible Project Costs. DOE shall havereceived, in form and substance satisfactory to it, information with respect to Historical Costsand Eligible Project Costs incurred and paid by the Borrower as of January 31, 2010, includingsuch breakdowns or other information as DOE may request, all certified by a ResponsibleOfficer of the Borrower (in the form set forth in the Form of Borrower Certificate (for FinancialDocuments Delivered at Closing) attached hereto as Exhibit S) as being true and complete in allmaterial respects (it being understood that the first Advance Request shall also include similarinformation with respect to Eligible Project Costs incurred by any Obligor as of such datetogether with a certification by a Responsible Officer of the Borrower that such information istrue and complete in all respects).

(o) Permits. All environmental, regulatory, construction and otherGovernmental Approvals then required for the Karma Project shall be in place and not be subjectto waiting periods or appeals and true copies thereof certified by a Responsible Officer of theBorrower shall have been provided to DOE;

(p) Insurance. DOE shall have received, in form and substancesatisfactory to it, a report and associated fully executed closing certificate from the Borrower’sinsurance advisor, confirming that (i) the insurance carried by the Borrower is in compliancewith Section 7.4, and (ii) the endorsements required by Section 7.4 have been obtained.

(q) Karma Intellectual Property. DOE shall have received, in formand substance satisfactory to it, evidence that the Borrower owns or has licensed all IntellectualProperty necessary for the Karma Project and has resolved in a manner satisfactory to DOE all ofthe trademark infringement claims described in the Information Certificate dated September 18,2009.

(r) Exchange Risk. DOE shall have received, in form and substancesatisfactory to it, evidence that the Borrower has a commercially reasonable strategy with respectto its foreign exchange exposures, including satisfactory arrangements to hedge foreign exchange

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exposures under the Valmet Assembly Agreement and any other purchase order and supplyagreement where payments are to be made in Euros.

(s) Payment of the Facility Fee. DOE shall have received, in form andsubstance satisfactory to it, confirmation that the Facility Fee due and payable on the PrincipalInstrument Delivery Date has been paid in full.

(t) Lobbying Certification. DOE shall have received, in form andsubstance satisfactory to it, the certification to be filed by recipients of federal loans regardinglobbying, in the form set forth in Appendix A to 31 C.F.R. Part 21, attached hereto as Exhibit U,and, if required under 31 C.F.R. Part 21, disclosure forms to report lobbying, in the form setforth in Appendix B to 31 C.F.R. Part 21, attached hereto as Exhibit V.

(u) Representations and Warranties. DOE shall have received, in formand substance satisfactory to it, evidence that each of the representations and warranties made byany Obligor in or pursuant to the Loan Documents shall be true and correct in all materialrespects (except such representations and warranties that by their terms are qualified bymateriality or Material Adverse Effect, which representations and warranties shall be true andcorrect in all respects) as if made on and as of such date.

(v) Forms Supplement. DOE shall have received from the Borrower asupplement to this Agreement dated the date hereof containing the forms of the followingdocuments, which forms shall be satisfactory to DOE (the “Forms Supplement”):

(i) the form of Advance Request contemplated bySection 2.3(a) (including the attachments thereto as contemplated by Section2.3(b)(v));

(ii) the Sample Business Plan contemplated by Sections 5.1(m)and 8.3(c);

(iii) the form of Compliance Certificate contemplated bySection 8.1(d);

(iv) the form of Quarterly Progress Report contemplated bySection 8.3(a);

(v) the form of Monthly Progress and Purchase Order Reportcontemplated by Section 8.3(f); and

(vi) the form of Agreed-Upon Procedures Report contemplatedby Section 8.3(d).

(w) Due Diligence Review. DOE shall have completed its duediligence review of each Obligor, each of the Projects and all other matters related thereto, andthe results thereof shall be satisfactory to DOE including evidence that no material issues existwith respect to either Project under the laws of the State of Delaware, Michigan and California orany subdivision or local jurisdiction thereof.

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(x) Liquidity Commitments. Fisker shall have received, in form andsubstance satisfactory to DOE, binding commitments to provide it with an aggregate of

in cash liquidity as contemplated in the Business Plan from one or morecreditworthy financing sources acceptable to DOE which may be in the form of: (i) a revolvingcredit facility (or facilities), (ii) commitments to purchase Capital Stock of Holding, or (iii) otherarrangements satisfactory to DOE.

(y) Additional Equity. The Borrower or Holding shall have receivednot less than in proceeds (in the form of cash or cancellation of indebtedness) fromthe sale of its Capital Stock since May 1, 2009.

(z) Holding. DOE is satisfied with the capital structure of Holdingand with the Equity Owners of its Capital Stock.

(aa) Davis-Bacon Act. DOE shall have received, in form and substancesatisfactory to it, a fully executed original letter agreement with respect to Section 5.5 of 29C.F.R. Part 5.

(bb) Other Documents and Information. Each of DOE, FFB and theCollateral Agent shall have received any other certificates, documents, agreements andinformation respecting each Obligor, the Projects and the Collateral as it may have reasonablyrequested.

5.2 Conditions Precedent to FFB Purchase of the Notes. The obligation ofFFB to deliver an acceptance notice pursuant to Section 5.1 of the Note Purchase Agreement topurchase each of the Notes is subject to the prior satisfaction (or waiver in writing) as determinedby FFB of each of the following conditions precedent as of the date of the Principal InstrumentDelivery Date and as of the Financial Closing Date:

(a) Conditions Precedent in the Funding Agreements. Each conditionprecedent under the Funding Agreements to the purchase of each of the Notes by FFB shall havebeen satisfied in the sole determination of FFB.

(b) Receipt of the Principal Instruments. FFB shall have receivedfrom DOE each of the Principal Instruments.

(c) Representations and Warranties. Each of the representations andwarranties made pursuant to Article VI of this Agreement shall be true and correct in all materialrespects (except such representations and warranties that by their terms are qualified bymateriality or Material Adverse Effect, which representations and warranties shall be true andcorrect in all respects) as if made on and as of such date.

5.3 Advance Approval Conditions Precedent. The obligation of DOE todeliver an Advance Request Approval Notice directing FFB to make each Advance (includingthe initial Advance) in accordance with the Note Purchase Agreement and the relevant Note issubject to the prior satisfaction (or waiver in writing) as determined by DOE of each of thefollowing conditions precedent as of a date not later than the third Business Day prior to the

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Requested Advance Date and to their continued satisfaction on the Requested Advance Date forsuch Advance:

(a) Advance Request. DOE shall have received from the Borrower, nolater than ten Business Days prior to such Advance Date, both an Advance Request and an FFBAdvance Request, and all other information required by Section 2.3 and the relevant Note, andshall have approved any updated Budget submitted in connection with such Advance Requestpursuant to Section 2.3(b)(vii).

(b) Representations and Warranties. Each of the representations andwarranties made by any Obligor in or pursuant to the Loan Documents shall be true and correctin all material respects (except such representations and warranties that by their terms arequalified by materiality or Material Adverse Effect, which representations and warranties shallbe true and correct in all respects) as if made on and as of such date, before and after givingeffect to the extensions of credit requested to be made on such date; provided that to the extentthat any such representation and warranty relates to an earlier date it shall be true and correct inall material respects as of such earlier date.

(c) No Default. No Default or Event of Default shall have occurredand be continuing as of such date before and after giving effect to the proposed Advance.

(d) No Material Adverse Change. No event shall have occurred orcould reasonably be expected to occur with respect to either Project, any Obligor or theCollateral that could reasonably be expected to have a Material Adverse Effect.

(e) Milestones; No Change to Milestone Completion Dates. (i) AllMilestones contemplated to be achieved as of such Advance Date have been substantiallycompleted and (ii) the Final Completion of each Project is reasonably expected to occur on orbefore the relevant Milestone Completion Date specified therefor in the Business Plan.

(f) Availability of Funds. DOE shall have received evidencesatisfactory to it that the Committed Equity Condition has been met as of such Advance Date.

(g) Prior Advances. The most recent Agreed-Upon Procedures Reportdemonstrates that all Advances made during the immediately preceding calendar quarter undereach Loan (or, if no Advances under a given Loan were made during the immediately precedingcalendar quarter, the most recently preceding calendar quarter in respect of which Advanceswere made under such Loan) have been applied to reimburse the Borrower for Eligible KarmaEngineering Costs or Eligible Nina Facility Costs, as the case may be.

(h) Aggregate Advances. The aggregate principal amount of (i) alloutstanding Karma Loan Advances, after giving effect to such Advance, will not exceed theMaximum Karma Loan Amount and (ii) all outstanding Nina Loan Advances, after giving effectto such Advance, will not exceed the Maximum Nina Loan Amount.

(i) Borrower Payments and Cost Overruns. (i) The Borrower has paidwith Borrower Karma Project Payments or Borrower Nina Project Payments the amount ofEligible Project Costs or Historical Costs required to have been paid by Section 2.8 as of such

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Advance Date; (ii) immediately following such Advance Date, (A) the aggregate amount ofBorrower Karma Project Payments made by the Borrower (with funds other than proceeds of theKarma Loan or other indebtedness) and applied to Eligible Karma Engineering Costs or relatedHistorical Costs shall equal or exceed 20% of the aggregate Eligible Karma Engineering Costsincurred and paid by the Borrower as of such Advance Date, and (B) the aggregate amount ofBorrower Nina Project Payments made by the Borrower (with funds other than the proceeds ofthe Nina Loan or other indebtedness) and applied to Eligible Nina Facility Costs or relatedHistorical Costs shall equal or exceed 20% of the aggregate Eligible Nina Facility Costs incurredand paid by the Borrower as of such Advance Date; and (iii) the Borrower has paid any CostOverruns required to have been paid as of such Advance Date.

(j) Advance Proceeds. DOE shall have received evidence satisfactoryto it that proceeds of all Advances to be made will be used to reimburse the Borrower forEligible Karma Engineering Costs or Eligible Nina Facility Costs, as the case may be, that havebeen paid by the Borrower on or before the dates of the applicable advance requests and notreimbursed with the proceeds of prior Advances under the relevant Loan.

(k) No Litigation. No Adverse Proceedings are pending or, to theKnowledge of the Borrower or Holding, threatened against or affecting Holding, the Borrower orany of their respective Subsidiaries or any of their respective property that individually or in theaggregate, could reasonably be expected to result in a Material Adverse Effect.

(l) No Illegality. There are no applicable Requirements of Lawwhich, in the judgment of DOE, restrain, prevent or impose materially adverse conditions uponthe transactions contemplated by the Transaction Documents.

(m) Lien Waivers. Any unpaid balances or unsettled claims withcontractors or suppliers that could become liens on the Collateral shall have either been paid orare being contested or negotiated in good faith and have been bonded or otherwise provisioned tothe satisfaction of DOE, and (ii) all mechanics liens or other liens of such contractors orsuppliers shall have been released to the satisfaction of DOE (it being understood that thisSection 5.3(m) shall not apply to any equipment with respect to which the Borrower is makingEligible Progress Payments until title to such equipment passes to the Borrower).

(n) Davis-Bacon Act. With respect to the first Advance with respectto each Project which will be used to pay for construction, alteration or repair of a building orwork that is financed, in whole or in part, a loan issued under 42 U.S.C. Sec. 17013, DOE shallhave received from the Borrower: (i) evidence satisfactory to DOE that the clauses required bySection 5.5 of 29 C.F.R. Part 5 and the appropriate wage determinations of the Secretary ofLabor have been inserted into any contract or subcontract for construction, alteration or repairthat was awarded prior to the disbursement of funds with respect to such Advance and (ii) acertificate from any contractor awarded such a contract that such contractor and itssubcontractors have complied with the provisions of Section 5.5 of 29 C.F.R. Part 5, unless suchcontractor has certified that there is a substantial dispute with respect to such provisions.

(o) Perfection. (i) DOE shall have received, if applicable, a completedCollateral Supplement executed by a Responsible Officer of the Borrower and any Additional

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Guarantor reflecting any updates thereto required by the Security Documents as a result ofactivities of such Persons (whether using the proceeds from any Advance or otherwise) since thedate of the last Advance Request and (ii) all other actions (including filings, registrations,recordations or other actions to be taken) required by the Security Documents or underapplicable Requirements of Law or reasonably requested by DOE to be taken in order to createin favor of the Collateral Agent, for the benefit of the Secured Parties, a First Priority Lien on theCollateral which is to be paid or reimbursed out of the proceeds of such Advance, in whole or inpart, and all other property and assets then owned by the Borrower and any other Obligorrequired by Sections 7.3 and 7.6, shall have been filed, registered, recorded or taken.

(p) Program Requirements. The Borrower is in compliance with orshall have satisfied, as applicable, (i) all requirements and approvals pursuant to the ProgramRequirements, and (ii) all other Applicable Regulations.

(q) Governmental Approvals. DOE shall have received a certification,in form and substance satisfactory to DOE, by a Responsible Officer of the Borrower whichstates that (i) all material Governmental Approvals required for the construction, operation ormaintenance of the Projects have been acquired unless not required for the current phases ofdevelopment of the Projects, and (ii) to the extent requested by DOE, copies of suchGovernmental Approvals have been delivered to DOE.

(r) Payment of Fees. DOE shall have received, in form and substancesatisfactory to it, confirmation that any fees and expenses due and payable hereunder on or priorto the Requested Advance Date have been paid in full.

(s) Conditions Precedent in the Funding Agreements. Each of theconditions precedent (other than delivery of the Advance Request Approval Notice by DOE) to(i) an Advance (including the initial Advance) under the Karma Note in accordance with theNote Purchase Agreement and the Karma Note have been satisfied or (ii) an Advance (includingthe initial Advance) under the Nina Note in accordance with the Note Purchase Agreement andthe Nina Note have been satisfied.

(t) Other Documents and Information. DOE shall have received, inform and substance satisfactory to it, any other certificates, documents, consents, agreements andinformation respecting the Projects, the matters contemplated by the Transaction Documents, orthe Borrower and its Subsidiaries as DOE may reasonably request.

5.4 Additional Conditions Precedent to Initial Advance Under the Nina Loan.In addition to the conditions set forth in Sections 5.1, 5.2, and 5.3 above, the obligation of DOEto deliver an Advance Request Approval Notice directing FFB to make the initial Nina LoanAdvance under the Note Purchase Agreement and the Nina Note is subject to the priorsatisfaction (or waiver in writing) as determined by DOE of each of the following conditionsprecedent as of a date not later than the third Business Day prior to such Advance Date:

(a) Nina Site Acquisition. The Borrower shall have acquired a site inthe United States (the “Nina Facility Site”) on which the manufacturing and assembly facility(“Nina Facility”) for the Borrower’s Nina and certain future vehicle lines will be located together

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with all necessary easements and other real property interests related thereto. The ProjectDocuments related to such acquisition shall be in form and substance satisfactory to DOE.

(b) Environmental Review. DOE shall have received, in form andsubstance satisfactory to it, (i) Phase I and Phase II environmental site assessments with respectto the Nina Facility Site prepared in accordance with ASTM standards and any associatedreliance letters requested by DOE (provided that a Phase II environmental site assessment willnot be required if the Borrower enters into a Brownfields Development Agreement with the statewhere the Nina Facility Site is located on terms satisfactory to DOE), and (ii) evidence of thesatisfaction of any additional environmental requirements (other than the existing CategoricalExclusion obtained by DOE) then required for the Nina Facility and Nina Facility Site arisingunder the National Environmental Policy Act of 1969 (“NEPA”) process and any applicable stateenvironmental review process.

(c) Permits. DOE shall have received, in form and substancesatisfactory to DOE, evidence that the Borrower has taken all action required to amend theexisting federal permits applicable to the Nina Facility Site so as to transfer such permits to theBorrower and has received all environmental, regulatory, and other Governmental Approvalsthen required for the ownership of the Nina Facility Site (including evidence that the use byBorrower of the Nina Facility and Nina Facility Site comply with all applicable zoning laws) andthat with respect to such Governmental Approvals as have been issued in final form no appealsare pending.

(d) Nina Project Intellectual Property. The Borrower has acquired orhas licensed all intellectual property rights necessary for the Nina Project that have beenidentified as of the initial Advance Date for the Nina Loan, and the Borrower shall have providedto DOE a list of such intellectual property rights prior to such Advance Date.

(e) Mortgage. The Borrower shall have executed and delivered amortgage, in the form of Exhibit N-2 hereto, in favor of DOE for the Nina Facility Site and allrelated real property interests, together with a UCC-1 fixture filing, and delivered to DOE anALTA survey of such real property, evidence of zoning and legal compliance, a structuralengineer's report (if applicable), updated lien searches and an ALTA mortgagee's title insurancepolicy (with applicable endorsements) in an amount satisfactory to DOE and any othercustomary deliveries (including, without limitation, necessary title affidavits and gapindemnities), all of the foregoing in form and substance satisfactory to DOE.

(f) Receipt of Corporate Approvals; Company Certificates. DOEshall have received in form and substance satisfactory to it, (i) certificates and documentsevidencing the Borrower’s and Holding’s receipt of all board, stockholder and other corporateapprovals to acquire the Nina Facility Site, enter into any Project Documents related thereto andany Security Documents, and (ii) a secretary’s certificate of the Borrower and Holding to whichresolutions and good standing certificates are attached.

(g) Legal Opinions and Similar Documents. DOE shall have receivedin form and substance satisfactory to it, such legal opinions as are usual and customary in real

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estate and mortgage acquisitions, as well as any additional legal opinions, bring-downcertificates, reliance letters and similar documents as DOE may request.

(h) Appraisal. DOE shall have received an appraisal of the NinaFacility Site which is consistent with the “Uniform Standards of Professional AppraisalPractice,” promulgated by the Appraisal Standards Board of the Appraisal Foundation, andperformed by licensed or certified appraisers approved by DOE.

(i) Insurance. DOE shall have received, in form and substancesatisfactory to it, a report and associated fully executed closing certificate from the Borrower’sinsurance advisor, confirming that (i) the insurance carried by the Borrower is in compliancewith Section 7.4, (ii) the endorsements required by Section 7.4 have been obtained, and (iii) ifrequired by DOE, satisfactory flood insurance has been obtained.

(j) Other Conditions. DOE shall have received, in form and substancesatisfactory to it, the other documents identified on Schedule 5.4(j) hereto and any othercertificates, documents, consents, agreements and information respecting the Projects, thematters contemplated by the Transaction Documents, or the Borrower and the Holding as DOEmay reasonably request.

5.5 Conditions Precedent to FFB Advance. The obligation of FFB to makeeach Advance (including the initial Advance) under the Note Purchase Agreement and therelevant Note is subject to the prior satisfaction (or waiver in writing) as determined by FFB ofeach of the following conditions precedent as of the date of the relevant Advance Request and asof the Advance Date:

(a) Receipt of Advance Request Approval Notice. FFB shall havereceived from DOE an Advance Request Approval Notice.

(b) Absence of Drawstop Notice. No Drawstop Notice shall havebeen delivered to DOE or FFB.

5.6 Advance Deductions. Unless the Borrower shall have prepaid theapplicable Advance in the amount of such excess as provided in Section 3.6(c)(i) prior to eachRequested Advance Date immediately following delivery of an Agreed-Upon Procedures Reportindicating that proceeds of any Advance were not applied to pay Eligible Project Costs for therelevant Project for which such funds were drawn, the Borrower shall (a) in the relevant AdvanceRequest, deduct from the total amount of the Advance or Advances under the Loan for theaffected Project (the “Affected Project”) to be made on such Requested Advance Date an amountequal to the amount that would otherwise have been prepayable by the Borrower pursuant toSection 3.6(c)(i), and (b) together with the relevant Advance Request, deliver, by an AcceptableDelivery Method, a certificate executed by a Responsible Officer, substantially in the form setforth in the Form of Advance Request, certifying as to the amount of such deduction, providedthat if the aggregate amount of the Advances under the Loan for the Affected Project requestedto be made on such Requested Advance Date is less than the total amount to be deducted on suchRequested Advance Date, the Borrower shall deduct an amount equal to the total amount of theAdvance or Advances requested to be made on such date and the remaining shortfall shall be

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deducted by the Borrower from Advances under the Loan for the Affected Project requested infuture Advance Requests made on future Requested Advance Dates until such amount has beendeducted in full.

5.7 Satisfaction of Conditions Precedent. Subject to the accuracy andcompleteness of any certificate or other document delivered to DOE pursuant to this Article V,DOE hereby agrees that (x) by delivering the Principal Instruments on the Principal InstrumentDelivery Date, DOE shall be deemed to have approved of or consented to, or to be satisfied with,each of the matters set forth in Section 5.1 that must be approved or consented to by, or besatisfactory to, DOE, and (y) FFB, by delivering an acceptance notice under Section 5.1 of theNote Purchase Agreement or making any Advance under the Notes, shall be deemed to haveapproved of or consented to, or to be satisfied with, each of the matters set forth in Section 5.1 orin Section 5.2 which must be approved or consented to by, or satisfactory to, FFB.

ARTICLE VI

REPRESENTATIONS AND WARRANTIESOF THE BORROWER

To induce DOE to enter into this Agreement and to arrange for FFB to purchasethe Notes and offer extensions of credit thereunder, each Obligor hereby represents and warrantsto and in favor of DOE and FFB as of (w) the date hereof, (x) the Principal Instrument DeliveryDate, (y) the Financial Closing Date and (z) each Advance Date that:

6.1 Organization and Existence. Each Obligor and its respective subsidiariesare (a) duly organized, validly existing and in good standing under the laws of its jurisdiction oforganization and (b) are duly qualified and in good standing in each jurisdiction where the failureto so qualify and be in good standing could reasonably be expected to have a Material AdverseEffect.

6.2 Power; Authorization; Enforceable Obligations. Each Obligor and itsrespective subsidiaries have all requisite power and authority to (a) own or hold under lease andoperate the property it purports to own or hold under lease, (b) carry on its business as now beingconducted and as proposed to be conducted in respect of the Projects and the Business Plan, (c)incur Indebtedness and create Liens on its properties pursuant to the Transaction Documents, and(d) execute, deliver, perform and observe its obligations under each of the TransactionDocuments to which it is a party. Each Obligor has taken all necessary corporate or other actionto authorize the execution, delivery, performance and observance of each of the TransactionDocuments to which it is a party and has duly executed and delivered each TransactionDocument to which it is a party. Each such Transaction Document constitutes a legal, valid andbinding obligation of such Person enforceable against each such Person in accordance with itsterms, except as enforceability may be limited by applicable bankruptcy, insolvency,reorganization, moratorium or similar laws affecting the enforcement of creditors’ rightsgenerally and by general equitable principles (whether enforcement is sought by proceedings inequity or at law).

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6.3 Capitalization. As of the Principal Instrument Delivery Date, (a) theapplicable schedule to the Information Certificate sets forth for each Obligor and each of theSubsidiaries all stock, limited liability company membership interests, partnership interests, trustinterests, options, warrants and other equity interests, whether or not evidenced by certificates orinstruments, that are (i) owned by such Person or (ii) issued by such Person and currentlyoutstanding and (b) except as set forth on the applicable schedule to the Information Certificate,neither any Obligor nor any Subsidiary is party to or bound by any subscription, voting trust,registration rights or other agreements relating to equity securities of such Person.

6.4 Solvency. Each Obligor is and, upon and after giving effect to alltransactions contemplated by the Transaction Documents, will be Solvent.

6.5 Eligibility of Borrower, Projects. The Borrower has satisfied allconditions contained in the Program Requirements (a) to be classified as an Eligible Applicantand (b) required to classify each Project as an Eligible Project.

6.6 Projected Eligible Project Costs. As of the date hereof, the Borrowerestimates that (i) the aggregate expenses for the Karma Engineering Works that will be used tosupport Advance Requests to be made hereunder and that qualify as Eligible Karma EngineeringCosts (including Historical Costs that would otherwise qualify as Eligible Karma EngineeringCosts if they had been incurred after January 16, 2009) and (ii) the aggregate expenses for theNina Facility that will be used to support Advance Requests to be made hereunder and thatqualify as Eligible Nina Facility Costs (including Historical Costs that would otherwise qualifyas Eligible Nina Facility Costs if they had been incurred after January 16, 2009) will not exceed

and respectively.

6.7 No Conflicts; Consents.

(a) The execution, delivery, performance and observance of thisAgreement and the other Transaction Documents, the issuance of the Notes, the borrowingsunder the Funding Agreements, the use of the proceeds thereof and Reimbursement Obligationshereunder do not and will not (i) violate, contravene or result in any breach of constitute anydefault under any Requirement of Law, any Organizational Document or any materialContractual Obligation of the Borrower or Holding, (ii) violate, contravene or result in anybreach or constitute any default under (x) any Requirement of Law or any Contractual Obligationof any Subsidiary of the Borrower, except to the extent any such violation, contravention, breachor default, individually or in the aggregate, could not reasonably be expected to have a MaterialAdverse Effect, or (y) any Organizational Document of any Subsidiary of the Borrower, (iii)result in or require the creation of any Lien upon any of its revenues, properties or assetspursuant to any Requirement of Law or Contractual Obligation, except for Liens created by theSecurity Documents, or (iv) require the consent or approval of, or any notice to or filing with,any Governmental Authority, any Equity Owner of Holding or any other Person other than thoseitems set forth on the applicable schedule to the Information Certificate each of which has beenobtained and is in full force and effect.

(b) The use of the proceeds from the Advances, and the completionand commercial operation of the Projects, do not and will not (i) violate, contravene or result in

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any breach or constitute any default under (x) any Requirement of Law or any ContractualObligation of the Borrower, Holding or any Subsidiary, except to the extent any such violation,contravention, breach or default, individually or in the aggregate, could not reasonably beexpected to have a Material Adverse Effect, or (y) any Organizational Document of theBorrower, Holding or any Subsidiary, (ii) result in or require the creation of any Lien upon anyof its revenues, properties or assets pursuant to any Requirement of Law or ContractualObligation, except for Liens created by the Security Documents, or (iii) require the consent orapproval of, or any notice to or filing with, any Governmental Authority, any Equity Owner ofHolding or any other Person other than those items required as of the Principal InstrumentDelivery Date or, to the Knowledge of the Borrower, required thereafter, in each case as set forthon the applicable schedule to the Information Certificate (collectively, together with anyconsents or approvals described in clause (a)(iv) above, “Required Consents”), each of which hasbeen obtained and is in full force and effect (or, in the case of those required after the PrincipalInstrument Delivery Date, will be obtained when so required and will thereafter be in full forceand effect).

6.8 Material Contracts and Project Documents. As of the Principal InstrumentDelivery Date, Schedules 14 and 15 and the applicable schedules to the Information Certificateset forth all of the Material Contracts and Project Documents of each Obligor and eachSubsidiary. Except as described on Schedule 6.8, copies of each such Project Document havebeen provided to DOE and each contains provisions (i) consenting to its assignment pursuant tothe General Security Agreement to the Collateral Agent as collateral for the Loans, (ii) allowingthe Collateral Agent to exercise and enforce all of the Borrower’s or any Subsidiary’s rightsthereunder, (iii) in the case of purchase orders and supply agreements, giving DOE and theCollateral Agent inspection rights equivalent to those contained in the Model Purchase Order,and (iv) requiring that DOE and the Collateral Agent be given notice of Borrower’s or anySubsidiary’s defaults thereunder and an opportunity to cure such defaults, and in the case ofpurchase orders and supply agreements, such other provisions that are otherwise not materiallyless favorable to the Borrower, such Subsidiary, the Collateral Agent or DOE than thosecontained in the Model Purchase Order provided that execution by a counterparty of a DirectAgreement will be deemed to be equivalent to including the foregoing provisions in the relevantProject Document. No Obligor or Subsidiary is in default under any of its ContractualObligations (now existing or hereafter entered into) in any respect which, individually or in theaggregate, could reasonably be expected to have a Material Adverse Effect.

6.9 Governmental Approvals. Each Obligor and each Subsidiary has and is incompliance with, all Governmental Approvals required for such Person lawfully to own, lease,manage or operate, or to acquire, each business currently or proposed to be owned, leased,managed or operated, or to be acquired, by such Person (and in the case of GovernmentalApprovals not yet required to be obtained given the current phase in the development of theProjects, reasonably expects to obtain when required in order to achieve the Milestones), which,individually or in the aggregate, if not obtained, could not reasonably be expected to have aMaterial Adverse Effect. No condition exists or event has occurred which, in itself or with thegiving of notice or lapse of time or both, would result in the suspension, revocation, impairment,forfeiture or non-renewal of any such Governmental Approval and there is no claim that anythereof is not in full force and effect, except, to the extent any such condition, event or claim,individually or in the aggregate, could not be reasonably be expected to have a Material Adverse

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Effect. Copies of all material Governmental Approvals related to the Projects have beenprovided to DOE. All waiting or appeal periods, if any, with respect to such GovernmentalApprovals have lapsed.

6.10 Litigation. Except for any Adverse Proceeding described in the applicableschedule to the Information Certificate (as to which this Section 6.10 shall apply to adversedevelopments therein), there are no Adverse Proceedings pending or, to any Obligor’sKnowledge, threatened against or affecting any Obligor or any Subsidiary or any of theirrespective property that, individually or in the aggregate, could reasonably be expected to have aMaterial Adverse Effect or that have not otherwise been disclosed to and expressly waived inwriting by DOE.

6.11 Indebtedness. No Obligor or Subsidiary has any outstanding Indebtednessother than Permitted Indebtedness.

6.12 Liens. Except for Permitted Liens, (a) the assets of each Obligor and eachSubsidiary are owned and held free and clear of any Liens and (b) no financing statement orother similar notice of any Lien with respect to any assets of any Obligor or any Subsidiary,which such Person has authorized any other Person to sign or file or record, is on file or of recordwith any public office.

6.13 Financial Statements. The Historical Financial Statements were preparedin conformity with GAAP and fairly present, in all material respects, the financial position, on aconsolidated basis, of Holding or the Borrower, as applicable, as at the respective dates thereofand the results of operations and cash flows, on a consolidated basis, of Holding or the Borrower,as applicable, for each of the periods then ended, subject, in the case of any such unauditedFinancial Statements, to the absence of notes to the financial statements and changes resultingfrom normal audit and year end adjustments. As of the Principal Instrument Delivery Date, noObligor or any Subsidiary has any contingent liability or liability for taxes, long term lease orunusual forward or long term commitment that is not reflected in the Historical FinancialStatements or the notes thereto and which in any such case is material in relation to the business,operations, properties, assets, condition (financial or otherwise) or prospects of, any Obligor orany Subsidiary.

6.14 Information Certificate; Budgets and Business Plans.

(a) As of the Principal Instrument Delivery Date, the InformationCertificate and the Collateral Schedules are true, correct and complete, and contain no materialmisstatements or omissions.

(b) The Budget and the Business Plan, as amended or supplementedwith the approval of DOE in accordance with the provisions of this Agreement, (i) are completeand based on reasonable assumptions made in good faith, (ii) are consistent with the provisionsof the Transaction Documents, and (iii) fairly represent the Borrower’s expectation as to thematters covered thereby as of the date of the representation.

6.15 Security Documents. The provisions of the Security Documents areeffective to create legal, valid and enforceable security interests in the Collateral described

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therein in favor of the Collateral Agent, for the benefit of the Secured Parties. Such securityinterests (i) constitute perfected and continuing security interests on the Collateral upon thetaking of all actions referred to in Section 3.1(a) of the General Security Agreement (except tothe extent expressly permitted by the Loan Documents with respect to certain Collateral that doesnot constitute Program Assets) and (ii) are First Priority Liens on such Collateral.

6.16 Properties.

(a) Each Obligor and each Subsidiary owns or holds (i) good andmarketable legal and beneficial title to (in the case of fee interests in real property), (ii) validleasehold interests (in the case of leasehold interests in real or personal property), (iii) validrights licensed from third parties (in the case of licensed interests in the Intellectual Property),and (iv) good title (in the case of all other personal property) in all material property and assets ofsuch Person, in each case free and clear of any Lien of any kind except for Permitted Liens.Each Obligor has or will obtain in a timely manner all rights or property required for the design,construction and operation of the Projects.

(b) Except for changes not prohibited by the Loan Documents, (i) theapplicable schedules to the Information Certificate set forth for each Obligor the address(including county and zip code) of all real property owned or leased by such Person; if suchproperty is leased, the landlord and the term of the lease, together with a listing of the leaseagreement and any and all amendments and modifications thereto; if such property is held in fee,the holder of any mortgage on such real property; and where such Person’s chief executive officeand chief operating office is located, and (ii) the books and records of each Obligor pertaining toaccounts, contract rights, inventory and other assets are located at such Person’s chief executiveoffice except as indicated on the applicable schedules to the Information Certificate.

6.17 Intellectual Property.

(a) Each Obligor and each Subsidiary is the sole and exclusive ownerof the entire right, title and interest in and to that Intellectual Property purported to be owned byit, and each has the right pursuant to a valid written license or other agreement to use allIntellectual Property necessary for the construction, operation and use of its respectivebusinesses as currently operated and as proposed to be operated, free and clear of all Liens,except for Permitted Liens.

(b) All of the registrations, issuances and applications set forth on theIP Schedules are valid, in full force and effect and have not expired or been cancelled,abandoned or otherwise terminated, and payment of all renewal and maintenance fees andexpenses in respect thereof, and all filings related thereto, have been duly made, except asotherwise permitted under this Agreement. Each Obligor and each Subsidiary has adequate andappropriate security measures and safeguards in place to protect each item of IntellectualProperty (including, without limitation, Trade Secrets) owned by it from illegal or unauthorizedaccess or use by its personnel or third parties. The Borrower has adopted a written informationsecurity program designed to protect all confidential information and Trade Secrets owned by itor any Subsidiary. No Person has gained unauthorized access to or made any unauthorized useof any confidential information or Trade Secret of any Obligor or any Subsidiary. All

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registrations, issuances and applications set forth on the IP Schedules are in the name of theBorrower. Except as could not, individually or in the aggregate, reasonably be expected to havea Material Adverse Effect, each Obligor and each Subsidiary uses appropriate statutory noticesof registration in connection with its respective use of registered Trademarks owned by it andproper marking practices in connection with the use of its issued patents. Each Obligor and eachSubsidiary is diligently prosecuting all patent applications it has filed, except as otherwisepermitted under this Agreement. Each Obligor and each Subsidiary is diligently preparing andfiling patent applications for all identified inventions that have come to the attention of seniormanagement which the Borrower, in its reasonable business judgment after consultation withcounsel, believes to be patentable and better protected under a patent as opposed to any otherform of Intellectual Property. To the Knowledge of the Borrower, each Obligor and eachSubsidiary has complied with its duties of candor and good faith with respect to its dealings withthe U.S. Patent and Trademark Office and similar foreign authorities.

(c) Each license or contract set forth on the IP Schedules is a legal,valid and binding obligation of an Obligor or a Subsidiary, is in full force and effect and isenforceable against such Person, and, to the Knowledge of the Borrower, the other partiesthereto, subject to any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,moratorium and similar laws affecting creditors’ rights generally and general principles ofequity. No Obligor or Subsidiary is in material breach, violation or default under any suchlicense or contract and no event has occurred that, with notice or lapse of time or both, wouldconstitute such a material breach, violation or default by such Person, or, to the Knowledge ofthe Borrower, the other parties thereto. Upon the Principal Instrument Delivery Date, eachObligor and each Subsidiary will continue to have the right to use all Intellectual Propertylicensed pursuant to the licenses and contracts listed on the IP Schedules on identical terms andconditions as such Person enjoyed immediately prior to the Principal Instrument Delivery Date.

(d) The conduct of the business of each Obligor and each Subsidiarydoes not infringe or otherwise violate any Intellectual Property or other proprietary rights of anyother Person, and there is no action, dispute, claim, suit, proceeding, arbitration, mediation orinvestigation pending or, to the Knowledge of the Borrower, threatened alleging any suchinfringement or violation or challenging such Obligor’s or Subsidiary’s rights in or to anyIntellectual Property owned by it and, to the Knowledge of the Borrower, there is no existing factor circumstance that would be reasonably expected to give rise to any such action, dispute, claim,suit, proceeding, arbitration, mediation or investigation, in each case, individually or in theaggregate, that could reasonably be expected to have a Material Adverse Effect. No holding,decision, or judgment has been rendered against any Obligor or any Subsidiary in any action orproceeding before any court or administrative authority challenging the validity of its rights toregister, or its rights to own or use, any Intellectual Property used in the business of it and nosuch action or proceeding is pending or threatened in writing against it, in each case, individuallyor in the aggregate, that could reasonably be expected to have a Material Adverse Effect. To theKnowledge of the Borrower, no Person is infringing or otherwise violating any IntellectualProperty owned by any Obligor or any Subsidiary or any rights of it in any Intellectual Propertylicensed by it, in each case, individually or in the aggregate, that could reasonably be expected tohave a Material Adverse Effect.

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6.18 Insurance. The properties of the Borrower are adequately insured withfinancially sound and reputable insurers and in such amounts, with such deductibles andcovering such risks and otherwise on terms and conditions consistent with Prudent IndustryPractice. Such insurance complies with the requirements of Section 7.4. The applicableschedule to the Information Certificate sets forth a list of all insurance maintained by or onbehalf of the Borrower as of the Principal Instrument Delivery Date and, as of the PrincipalInstrument Delivery Date, all premiums in respect of such insurance have been paid.

6.19 Holding’s Status. Holding is a special purpose holding company with noother assets other than Capital Stock in the Borrower (of which it owns 100%) and rights underthe Assigned Agreements and has no Indebtedness or other liabilities other than those containedin the Loan Documents to which it is a party and obligations under the Assigned Agreements.

6.20 No Defaults. No Default or Event of Default has occurred and iscontinuing. There is no breach of any material obligation under any Transaction Document andno notices of breach of any Transaction Document have been issued, entered or received by anyObligor. The representations and warranties made by each Obligor or, to the Borrower’sKnowledge, any other Person in any Project Documents were true and correct in all materialrespects as of the date made.

6.21 No Restricted Payments. Since December 31, 2008, no Obligor has paidor become obligated to pay (a) any fee or commission to any broker, finder or intermediary for oron account of arranging the financing of the transactions contemplated by the TransactionDocuments or (b) any other payment not otherwise permitted pursuant to Section 9.9.

6.22 No Material Adverse Effect. Since December 31, 2008, no event hasoccurred or could reasonably be expected to occur with respect to either Project, any Obligor,any Subsidiary or the Collateral that, individually or in the aggregate, has had or couldreasonably be expected to have a Material Adverse Effect.

6.23 Collateral Value. There has been no material impairment in the value ofthe Collateral from that set forth in the Collateral Value Certificate delivered to DOE prior toexecution of the Conditional Commitment Letter.

6.24 Compliance with Laws, Program Requirements. Each Obligor is incompliance with (i) all Requirements of Law (other than the Program Requirements) except tothe extent that the failure to comply therewith could not, individually or in the aggregate, bereasonably expected to have a Material Adverse Effect and (ii) all Program Requirements withrespect to each of the Projects.

6.25 Investment Company Act. No Obligor is required to register as an“investment company”, or a company “controlled” by a company that is required to register as an“investment company”, within the meaning of the Investment Company Act of 1940.

6.26 Margin Stock. No part of the proceeds of any Advance, and no otherextensions of credit under the Funding Agreements, will be used for any purpose that violates theprovisions of Regulation T, U or X of the Board.

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6.27 Corrupt Practices. Each Obligor and their respective Affiliates are incompliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and to the bestof the Borrower’s Knowledge any foreign counterpart thereto. No Obligor or any Affiliatethereof nor any agent on behalf of the Borrower or any of its Subsidiaries has made a payment,offering, or promise to pay, or authorized the payment of, money or anything of value (a) inorder to assist in obtaining or retaining business for or with, or directing business to, any foreignofficial, foreign political party, party official or candidate for foreign political office, (b) to aforeign official, foreign political party or party official or any candidate for foreign politicaloffice, and (c) with the intent to induce the recipient to misuse his or her official position todirect business wrongfully to any such Obligor or Affiliate or to any other Person, in violation ofthe Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.

6.28 Taxes. (a) Each Obligor and each Subsidiary has filed or has caused to betimely filed all income and other material federal, state, foreign, and other tax returns that arerequired to be filed by it and has paid all taxes for which it is directly or indirectly liable(including, but not limited to, all payroll taxes, personal property taxes, transfer taxes, mortgagerecording taxes, real estate taxes or income taxes) and any assessments made against it or any ofits property, assets, income, businesses, and franchises, and all other taxes, fees or other chargesimposed on it or any of its property by any governmental authority, other than any taxes, fees orother charges the amount or validity of which is currently being contested in good faith byappropriate proceedings and with respect to which reserves in conformity with the DesignatedStandard have been provided on the books of the applicable Obligor or Subsidiary; (b) noObligor or Subsidiary has given or been requested to give a waiver of the statute of limitationsrelating to the payment of any federal, state, local and foreign taxes or other impositions, and notax lien has been filed with respect thereto other than a Lien described in Section 9.3(c); (c) noObligor or Subsidiary has received any notices of proposed, outstanding or assessed deficienciesor adjustments with respect to tax matters from any Governmental Authority; and (d) no Obligoror Subsidiary is a party to or bound by any tax sharing agreement.

6.29 Environmental Laws. Each Obligor and each Subsidiary is and has beenin compliance in all material respects with all Environmental Laws applicable to its business oroperations. There are no material claims or investigations pursuant to Environmental Laws orotherwise relating to exposure to hazardous or harmful substances pending or, to Borrower’sKnowledge, threatened with respect to any Obligor or Subsidiary or any of their respectiveproperty.

6.30 Employment and Labor Contracts.

As of the Principal Instrument Delivery Date:

(a) The applicable schedule to the Information Certificate sets forthfor each Obligor and each Subsidiary a list of all employment, severance, retention, consultingand management agreements, all non-compete and non-solicitation agreements and allindemnification agreements or similar arrangements to which it is party with any past or presentmember, manager, officer, director, employee or consultant of such Person. Schedule 6.30hereto sets forth the top five most highly compensated employees of Holding and itsSubsidiaries.

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(b) Except as set forth on the applicable schedule to the InformationCertificate, no Obligor or Subsidiary is or has been within the past two years (i) a party to orbound by any collective bargaining or similar agreement with any union, labor organization orother bargaining agent or (ii) subject to any labor disputes, strikes or work stoppages, requestsfor arbitration, grievance proceedings or union negotiations or organizational efforts. There hasnot been in the past three years, any organized effort or demand for recognition or certification orattempt to organize employees of Obligor or Subsidiary by any labor organization.

(c) Except as set forth on the applicable schedule to the InformationCertificate, there are no past or present members, managers, officers, directors, employees andconsultants (i) who have developed Intellectual Property on behalf of any Obligor or Subsidiaryand who have not executed an agreement assigning such Intellectual Property to the Obligor orone of its respective Subsidiaries, as the case may be, (ii) who have received access toIntellectual Property on behalf of any Obligor or Subsidiary and who have not executed aconfidentiality agreement or (iii) who have been employed by any Obligor or Subsidiary andhave not executed a non-compete and nonsolicitation agreement.

6.31 Davis-Bacon Act. The Borrower has taken all steps necessary to ensurethat all laborers and mechanics employed by contractors or subcontractors employed duringconstruction, alteration or repair of any of its assets or properties that are financed with (or thecost of which is reimbursed to the Borrower with), in whole or in part, a loan issued under 42U.S.C. Sec. 17013 shall be paid wages at rates not less than those prevailing on similarconstruction in the locality as determined by the Secretary of Labor in accordance with sections3141-3144, 3146, and 3147 of title 40, United States Code.

6.32 ERISA.

(a) As of the Principal Instrument Delivery Date, the applicableschedule to the Information Certificate sets forth for the Borrower and its Subsidiaries a list ofeach Plan maintained, sponsored or contributed to by (or required to be contributed to by) suchPerson as of such date and each Plan under which as of such date any such Person has or couldreasonably be expected to incur any material liability, either individually or in the aggregate andwhether direct, indirect, choate or inchoate. Neither the Borrower nor any of its Subsidiaries hasany direct or indirect liability, whether contingent or otherwise, to the PBGC or to or in respectof any Plan that is or was subject to Title IV of ERISA or as a result of being treated as a singleemployer under Section 4001 of ERISA or Section 414 of the Code. Each Plan has beenestablished, maintained and administered in accordance with its terms and in compliance in allmaterial respects with the applicable provisions of ERISA, the Code and all other applicableRequirements of Law.

(b) There are no pending or, to the Knowledge of the Borrower,threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect toany Plan that individually or in the aggregate, could reasonably be expected to have a MaterialAdverse Effect. There has been no prohibited transaction or violation of the fiduciaryresponsibility rules with respect to any Plan that, individually or in the aggregate, has resulted orcould reasonably be expected to result in a Material Adverse Effect.

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(c) (i) No ERISA Event has occurred or is reasonably expected tooccur; (ii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects toincur, any material liability under Title IV of ERISA with respect to any Pension Plan or anyMultiemployer Plan; (iii) neither the Borrower nor any ERISA Affiliate has incurred, orreasonably expects to incur, any liability (and no event has occurred which, with the giving ofnotice under Section 4219 of ERISA, would result in liability) under Section 4201 or 4243 ofERISA with respect to a Multiemployer Plan that could be material; and (iv) neither theBorrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section4069 or 4212(c) of ERISA.

6.33 OFAC and USA PATRIOT Act.

(a) No Obligor or Subsidiary is a Prohibited Person, and each Obligorand each Subsidiary are in compliance with all applicable published orders, rules and regulationsof OFAC.

(b) No Obligor or Subsidiary, nor any of their members, directors,officers or Affiliates: (x) is subject to United States or multilateral economic or trade sanctions inwhich the United States participates; (y) is owned or controlled by, or act on behalf of, anygovernments, corporations, entities or individuals that are subject to United States or multilateraleconomic or trade sanctions in which the United States participates; or (z) is a Prohibited Personor is otherwise named, identified or described on any blocked persons list, designated nationalslist, denied persons list, entity list, debarred party list, unverified list, sanctions list or other list ofindividuals or entities with whom United States persons may not conduct business, including butnot limited to lists published or maintained by OFAC, lists published or maintained by the U.S.Department of Commerce, and lists published or maintained by the U.S. Department of State.

(c) None of the Collateral is traded or used, directly or indirectly by aProhibited Person or by a Person organized in a Prohibited Jurisdiction.

(d) Each Obligor and each Subsidiary has established an anti-moneylaundering compliance program if and as required by the USA PATRIOT Act.

6.34 Federal Funding. As of the Principal Instrument Delivery Date, noapplication has been delivered by the Borrower to, and no application is pending review orapproval by, any Governmental Authority for allocation of Federal Funding to any Project (itbeing understood that the Borrower may seek supplemental funding from states or other non-federal government entities in the United States in connection with any part of the Projects,provided that such supplemental funding is permitted by the Program Requirements).

6.35 Disclosure.

(a) Except as set forth on the applicable schedules to the InformationCertificate, the information, reports, financial statements, exhibits and schedules furnished by oron behalf of any Obligor to DOE or its designees, agents or representatives in connection withthe negotiation, preparation or delivery of the Conditional Commitment Letter, or thisAgreement, and the other Loan Documents, including the Application, the Collateral Schedulesand the Information Certificate, or included herein or therein or delivered pursuant hereto or

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thereto, when taken as a whole, do not contain any untrue statement of material fact or omit tostate any material fact necessary to make the statements herein and therein, in light of thecircumstances under which they were made, not misleading (it being understood that in the caseof projections, such projections are based on estimates which the Borrower believes to bereasonable as of the date such projections are stated or certified).

(b) All information furnished after the date hereof by or on behalf ofany Obligor to DOE, or it’s designees, agents or representatives in connection with thisAgreement or the other Transaction Documents, including the Information Certificate and theCollateral Schedules, and the transactions contemplated hereby and thereby will be, when takenas a whole, true, complete and accurate in every material respect and not contain any untruestatement of material fact or omit to state any material fact necessary to make the statementsherein and therein, in light of the circumstances under which they were made, not misleading (itbeing understood that in the case of projections, such projections are based on estimates whichthe Borrower believes to be reasonable as of the date such projections are stated or certified).

(c) To the Knowledge of the Borrower or Holding there is no fact(other than facts generally known to the public that relate to changes in the automotive industryor to conditions in the U.S. or global economy or capital or financial markets generally or tochanges in general legal, tax, regulatory, political or business conditions) that, after due inquiry,could reasonably be expected to have a Material Adverse Effect or that is a material fact whichhas been disclosed to third parties in connection with the Borrower’s or Holding’s capital-raisingactivities, in each case, that has not been disclosed herein or in a report, financial statement,exhibit, schedule, disclosure letter or other writing furnished to DOE for use in connection withthe transactions contemplated hereby.

ARTICLE VII

AFFIRMATIVE COVENANTS

The Borrower hereby agrees that until all of the Karma Note Obligations and theNina Note Obligations have been paid in full (other than unasserted contingent indemnityobligations under Section 12.8) and the Loan Commitment Amounts have been reduced to zeroor expired:

7.1 Maintenance of Existence, etc.

(a) Except as otherwise permitted under Section 9.5, each Obligorshall, and shall cause each Subsidiary to, at all times preserve and keep in full force and effect itsexistence and all rights and governmental authorizations, qualifications, franchises, licenses andpermits material to its business and to conduct its business in each jurisdiction in which itsbusiness is conducted; provided, unless otherwise required by any other provision of thisAgreement or any other Loan Document, no Obligor or Subsidiary shall be required to preserveany such right or governmental authorizations, qualifications, franchise, licenses and permits or(to the extent otherwise permitted by Section 9.5) existence if (i) such Person in the exercise ofits reasonable business judgment shall determine that the preservation thereof is no longer

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desirable in the conduct of the business of such Person and (ii) the loss thereof is notdisadvantageous in any material respect to such Person or to any Lender Party.

(b) The Borrower shall, and shall cause each of its Subsidiaries to:(i) maintain entity records and books of account separate from those of any other Person which isan Affiliate of such Person; (ii) not commingle its funds or assets with those of any other Personwhich is an Affiliate of such Person; and (iii) provide that its board of directors or otheranalogous governing body will hold all appropriate meetings or act by written consent toauthorize and approve such entity’s actions in accordance with appropriate corporate governancepractice as required by applicable Requirements of Law, which meetings or actions by writtenconsent will be separate from those of other entities.

7.2 Maintenance of Property. The Borrower shall, and shall cause each of itsSubsidiaries to, (i) maintain or cause to be maintained in good repair, working order andcondition, ordinary wear and tear excepted, all assets used or useful in its business, and fromtime to time will make or cause to be made all appropriate repairs, renewals and replacementsthereof and (ii) comply at all times with the provisions of all leases to which it is a party as lesseeor under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder,except, in the case of each of (i) and (ii), where the failure to do so, individually or in theaggregate, could not reasonably be expected to have a Material Adverse Effect.

7.3 Intellectual Property.

(a) In addition to any filings required by Section 3.7(b) of the GeneralSecurity Agreement, the Borrower shall, and shall cause any Additional Guarantor to, promptlyupon the reasonable request of the DOE, execute and deliver to the DOE any document requiredto acknowledge, confirm, register, record, or perfect the DOE’s interest in any part of theBorrower’s or any of such Additional Guarantor’s Intellectual Property, whether now owned orhereafter acquired by the Borrower or any such Additional Guarantor, including, withoutlimitation, Copyright Security Agreements, Patent Security Agreements, and Trademark SecurityAgreements and Collateral Supplements attaching updated IP Schedules.

(b) The Borrower shall promptly notify the DOE if, to Borrower’sKnowledge, any material Intellectual Property owned or used by the Borrower or any of itsSubsidiaries becomes, as applicable, (i) abandoned or dedicated to the public or placed in thepublic domain, (ii) invalid or unenforceable, or (iii) subject to any adverse action or proceedingin the United States Patent and Trademark Office, the United States Copyright Office, any stateregistry, any foreign counterpart of the foregoing, or any court.

(c) The Borrower shall take all reasonable steps in the United StatesPatent and Trademark Office, the United States Copyright Office, any state registry, any domainname registrar or any foreign counterpart of the foregoing, to pursue any application andmaintain any registration or issuance (including, without limitation, the timely payment of allrenewal and maintenance fees) of each Trademark, patent, copyright and domain name owned bythe Borrower or any of its Subsidiaries which is now or shall become included in the IntellectualProperty which the Borrower, in its reasonable business judgment, believes should be pursued ormaintained.

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(d) The Borrower shall continue to diligently prepare and file patentapplications for all identified inventions that have come to the attention of senior managementpersonnel, which the Borrower, in its reasonable business judgment believes to be patentable andbetter protected under a patent as opposed to any other form of Intellectual Property.

(e) The Borrower shall, and shall cause each of its Subsidiaries to,protect the confidentiality of all material Trade Secrets and document the existence of any suchTrade Secrets customarily reduced to writing or other fixed form in accordance with PrudentIndustry Practice. Without limiting the generality of the foregoing, the Borrower and each of itsSubsidiaries has in place, and shall maintain, the following practices, at a standard at least ashigh as those consistent with Prudent Industry Practice:

(i) requiring its employees, consultants and any other Personswith access to confidential information or Trade Secrets to execute confidentialityand non-disclosure agreements obligating such employee, consultant or otherPerson to keep confidential the Borrower’s and its Subsidiaries’ confidentialinformation and Trade Secrets;

(ii) requiring its employees (and Persons who have been hiredto create work products for the Borrower or any of its Subsidiaries to own) toexecute assignment agreements which provide for the assignment to the Borroweror its applicable Subsidiary of all right, title and interest in and to all IntellectualProperty that such employee or Person creates in connection with its employmentfor or contract with the Borrower;

(iii) labeling and restricting access to confidential informationand documents, including restricting physical access to the premises where suchconfidential information and documents are stored; and

(iv) establishing procedures to ensure the ongoingdocumentation of any Trade Secrets customarily reduced in writing or other fixedform in accordance with Prudent Industry Practice and record keeping of TradeSecrets.

The Borrower and each of its Subsidiaries has complied in all material respects with theforegoing practices, and there have been no material violations of such practices. The Borrowerand each of its Subsidiaries shall maintain the foregoing practices to ensure the ongoingprotection of Trade Secrets, documentation of Trade Secrets customarily reduced to writing orother fixed form in accordance with Prudent Industry Practice and record keeping of TradeSecrets to ensure the availability and access to such Trade Secrets to the DOE upon an Event ofDefault.

(f) In the event that any material Intellectual Property (i) owned by theBorrower or any of its Subsidiaries or (ii) exclusively licensed to the Borrower or any of itsSubsidiaries is infringed, misappropriated, or diluted by any Person in a manner that materiallyharms the Borrower or any of its Subsidiaries, the Borrower shall promptly notify the DOE andtake, or cause its Subsidiaries to take, actions that are reasonable and appropriate under the

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circumstances (to the extent permitted by applicable law and under any applicable license orcontract to which the Borrower or any of its Subsidiaries is a party) to stop such infringement,misappropriation, or dilution and protect its or its Subsidiaries’ rights in such IntellectualProperty.

(g) In the event that the Borrower or any of its Subsidiaries receivesany written notice or communication alleging that the Borrower or any of its Subsidiaries or theconduct of the Borrower’s or any of its Subsidiaries’ business is infringing, misappropriating,diluting or otherwise violating any Intellectual Property owned or controlled by any Person otherthan the Borrower and each of its Subsidiaries, which could, individually or in the aggregate,reasonably be expected to have a Material Adverse Effect, the Borrower shall promptly reportsuch notice or communication to the DOE and take, or cause its Subsidiaries to take, actions thatare reasonable or appropriate under the circumstances.

(h) Except as could not, individually or in the aggregate, reasonably beexpected to have a Material Adverse Effect, the Borrower and each of its Subsidiaries shall useproper statutory notice in connection with its use of any Intellectual Property owned by theBorrower or any of its Subsidiaries.

7.4 Insurance.

(a) The Borrower will maintain or cause to be maintained, withfinancially sound and reputable insurers, replacement value casualty insurance, public liabilityinsurance, third party property damage insurance, business interruption insurance and otherinsurance with respect to liabilities, losses or damage in respect of the assets, properties andbusinesses of the Borrower and its Subsidiaries as are consistent with Prudent Industry Practices,in each case in such amounts, with such deductibles, covering such risks and otherwise on suchterms and conditions as shall be customary for such Persons and reasonably satisfactory to DOE.

(b) Each such casualty, property and business interruption insurancepolicy will name the Collateral Agent as loss payee. Each such liability policy will name theUnited States of America, DOE, FFB and the Collateral Agent as additional insureds. In the caseof any key person life insurance policy and, upon request of DOE, any other insurance policy,the Borrower will cause such policy to be collaterally assigned to the Collateral Agent. Eachinsurance policy will provide for 30 days’ written notice to DOE prior to termination orexpiration of any coverage or any material changes thereto and such other endorsements as DOEmay require. So long as any principal amount of any Loan is outstanding, the Borrower shall(x) promptly upon renewal of any insurance policy, deliver, or cause to be delivered, to DOE acertificate of insurance with respect to such policy and (y) notify DOE in writing of any changeof insurance carrier within 30 days of such change.

(c) If at any time DOE is not in receipt of written evidence that allinsurance coverage satisfying the requirements of Sections 7.4(a) and (b) (collectively, the“Required Insurance”) is in full force and effect, DOE shall have the right, without notice to theBorrower, to take such action as DOE deems necessary to protect the interests of the SecuredParties in the Collateral, including the obtaining of such insurance coverage as DOE deemsappropriate and all expenses incurred by the DOE in connection with such action or in obtaining

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such insurance and keeping it in effect shall be paid by the Borrower to DOE upon demand anduntil paid shall be secured by the Security Documents and shall bear interest at the Late ChargeRate applicable to the last Advance made to the Borrower prior to the date upon which DOEobtains such insurance.

(d) The Borrower will maintain insurance as required by the ProjectDocuments, including Section 11.6 of the Valmet Assembly Agreement.

7.5 Event of Loss.

(a) If any event which may give rise to an Event of Loss shall occur,the Borrower shall, and shall cause each of its Subsidiaries to, (i) in accordance withSection 8.4(g), upon discovery or receipt of notice of any such event provide written noticethereof to DOE, (ii) diligently pursue all its rights to compensation against all relevant insurers,reinsurers, Governmental Authorities and other third parties, as applicable, in respect of suchevent, (iii) not, without the written consent of DOE compromise or settle any claim with respectto any such event involving an amount in excess of $10,000,000 per claim; and (iv) pay or applyall Net Cash Proceeds stemming from an Event of Loss in accordance with the remainingprovisions of this Section 7.5.

(b) The Borrower shall use commercially reasonable efforts to causeall Net Cash Proceeds in respect of an Event of Loss to be paid by the relevant insurers,reinsurers, Governmental Authorities and other third parties, as applicable, directly to theCollateral Agent as loss payee and, if paid to the Borrower (or its Subsidiaries), such Net CashProceeds shall be received in trust and for the benefit of the Collateral Agent segregated fromother funds of the Borrower (or such Subsidiary), and shall be forthwith paid over to theCollateral Agent, in the same form as received (with any necessary endorsement).

(c) Upon the occurrence of an Event of Loss with respect to which NetCash Proceeds are payable in respect of a single loss in an amount not in excess of $10,000,000,so long as no Event of Default has occurred and is continuing and the Borrower delivers aReinvestment Notice with respect to such Net Cash Proceeds to DOE, the Collateral Agent shalldisburse such Net Cash Proceeds to the Borrower and the Borrower shall apply such Net CashProceeds to the payment of the costs of repair or restoration of the portion of any Project or otherproperty lost or damaged. All Net Cash Proceeds received by the Borrower (or its Subsidiaries)under this Section 7.5(c) in connection with an Event of Loss shall be held in an interest-bearingaccount segregated from other funds of the Borrower (or such Subsidiary) (each, a “RestorationAccount”), and until disbursed by it in accordance herewith, shall constitute additional securityfor the Secured Obligations under the Loan Documents. The Borrower shall deliver monthlyreports with respect to any Restoration Accounts in accordance with Section 8.5(e). Any fundsremaining in a Restoration Account upon the completion of the related repair or restoration shallbe forthwith paid over to the Collateral Agent in accordance with Section 7.5(b), to be applied byDOE in accordance with Section 7.5(e) below.

(d) Upon the occurrence of any other Event of Loss, disbursement ofthe Net Cash Proceeds therefrom by the Collateral Agent to the Borrower shall be permitted if,and only if, (i) DOE shall have determined that (A) repair or replacement of the relevant portion

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of a Project or other property lost or damaged is technically and economically feasible and (B)the Borrower is in compliance with such other conditions and requirements as DOE shallconsider appropriate in the circumstances and (ii) the Borrower delivers a Reinvestment Noticewith respect to such Net Cash Proceeds to DOE. Disbursements to the Borrower under thisSection 7.5(d) shall be made from time to time in accordance with disbursement proceduresrequired by DOE and the Collateral Agent.

(e) All Net Cash Proceeds relating to an Event of Loss not otherwiseapplied in accordance with Sections 7.5(c) or 7.5(d) by any applicable Reinvestment PrepaymentDate shall be applied by the Borrower to the prepayment of the Loans in accordance withSection 3.6.

7.6 Subsidiaries and Collateral; Further Assurances.

(a) Except as provided in Section 7.6(b) with respect to certainForeign Subsidiaries, if the Borrower shall at any time after the Principal Instrument DeliveryDate (and otherwise in accordance with the terms and provisions of this Agreement) desire tocreate or acquire any new Subsidiary and DOE has consented to such creation or acquisitionpursuant to Section 9.14, the Borrower shall comply with this Section 7.6. The Borrower shallcause any such Subsidiary to become an Additional Guarantor, and, at the Borrower’s expense,promptly (but in any event within ten Business Days or such longer period as DOE may agree toin writing after so becoming acquired), do all of the following:

(i) execute and deliver to DOE and the Collateral Agent, aCollateral Supplement executed by the owner of the Capital Stock of suchSubsidiary or such other documentation as DOE or the Collateral Agentreasonably deems necessary or advisable to grant a First Priority security interestin 100% of the Capital Stock of such Subsidiary;

(ii) deliver to the Collateral Agent the certificates representingsuch Capital Stock, if any, together with undated stock powers, in blank, executedand delivered by a Responsible Officer of the relevant holder;

(iii) cause such Subsidiary to become a party to the SubsidiaryGuarantee, the General Security Agreement, the Collateral Agency Agreementand the Subordination Agreement and each other Loan Document to which allAdditional Guarantors are parties by executing and delivering to DOE and theCollateral Agent (A) a Subsidiary Joinder Agreement substantially in the form ofExhibit I hereto (or, in the case of the first date on which any Subsidiaries becomeGuarantors, by executing and delivering the Subsidiary Guarantee and theSubordination Agreement in addition to a Subsidiary Joinder Agreement withrespect to the General Security Agreement, the Collateral Agency Agreement andany other applicable Loan Document) and (B) a Collateral Supplement reflectingall assets of the types referenced in the Collateral Schedules that are owned bysuch Subsidiary;

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(iv) take such actions necessary or advisable to grant a FirstPriority security interest in all Collateral owned by such Subsidiary in favor of theCollateral Agent;

(v) deliver to DOE all such documents, instruments,agreements and certificates as are similar to those described in Sections 5.1(d) and5.1(h); and

(vi) deliver to DOE and the Collateral Agent legal opinionsrelating to the matters described above, which opinions shall be in form andsubstance, and from counsel, reasonably satisfactory to DOE and the CollateralAgent.

(b) No Foreign Subsidiary whose creation or acquisition has beenapproved by DOE pursuant to Section 9.14 shall be required to become an Additional Guarantor(i) if becoming an Additional Guarantor would be illegal under the law of such ForeignSubsidiary’s jurisdiction of formation or the jurisdiction where it operates or if becoming anAdditional Guarantor would subject any employee, officer or director of such Foreign Subsidiaryto personal liability that results solely from such Foreign Subsidiary becoming an AdditionalGuarantor (other than any immaterial liability as to which such employee, officer or director isindemnified by such Foreign Subsidiary), or (ii) unless and to the extent requested by DOE fromtime to time. Promptly upon such request of DOE with respect to any Foreign Subsidiary ifclause (i) of the first sentence of this Section 7.6(b) is not applicable, the Borrower shall, at theBorrower’s expense, cause all the actions described in Section 7.6(a) to be taken by or withrespect to such Foreign Subsidiary. In addition, in the case of any First-Tier Foreign Subsidiarywhich is not so required to become an Additional Guarantor, the Borrower shall, and shall causeits applicable Subsidiaries to, at the Borrower’s expense, promptly (but in any event within 20Business Days or such longer period as DOE may agree to in writing) do all of the following:

(i) execute and deliver a Collateral Supplement or such otherdocumentation as DOE or the Collateral Agent reasonably deems necessary oradvisable to grant a First Priority security interest in that portion of the CapitalStock of such Foreign Subsidiary that is required to be included in the Collateralpursuant to Section 7.6(e)(ii);

(ii) deliver to the Collateral Agent the certificates representingsuch Capital Stock, if any, together with undated stock powers, in blank, executedand delivered by a Responsible Officer of the relevant holder; and

(iii) deliver to DOE and the Collateral Agent legal opinionsrelating to the matters described above, which opinions shall be in form andsubstance, and from counsel, reasonably satisfactory to DOE and the CollateralAgent.

The grant of the First Priority security interest referred to in the preceding sentence with respectto the Capital Stock of any Foreign Subsidiary that is not required to be an Additional Guarantorshall be made under U.S. law and, if and to the extent request by DOE from time to time, under

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applicable foreign law in the case of any Foreign Subsidiary the value of which DOE determinesat such time to be material to the interests of DOE and FFB as lender.

(c) If the Borrower or any of its Subsidiaries shall at any time acquireany After Acquired Material Real Property, the Borrower shall, and shall cause the applicableSubsidiaries to, immediately deliver notice thereof to DOE in the form of a CollateralSupplement, setting forth with specificity a description of the interest acquired, the location ofthe real property, any structures or improvements thereon, the nature of the business to beconducted thereat and the approximate fair market value of the Collateral to be located thereon.At any time thereafter, DOE may notify the Borrower (and any applicable Subsidiaries that arerequired by DOE to become Additional Guarantors), if DOE intends to require a Mortgage onsuch After Acquired Material Real Property, and upon receipt of such notice, the Person whichhas acquired such interest in the After Acquired Material Real Property shall promptly (but inany event within 30 days) furnish to DOE, at the Borrower’s expense all of the following:

(i) a Mortgage with respect to such real property and relatedassets located at the After Acquired Material Real Property, duly executed by theBorrower and/or its applicable Subsidiaries and in recordable form;

(ii) evidence of the recording of the Mortgage referred to inclause (i) above in such office or offices as may be necessary or, in the opinion ofDOE, desirable to create and perfect a valid and enforceable First Priority Lien;and

(iii) such title insurance policies, surveys, lien searches,landlord estoppel agreements, easements, fixture filings, certificates, legalopinions and other deliverables of the type referred to in Section 5.4 as DOE mayreasonably request with respect to such After Acquired Material Real Propertyand the Mortgage thereon.

(d) The Borrower shall include information in the Collateral Schedulesand each Collateral Supplement sufficient to identify each leased or third party location at which(A) the aggregate value of the inventory, equipment and other assets of the Obligors at suchlocation at any time exceeds (i) if such location is in the United States, $1,000,000, or (ii) if suchlocation is outside the United States, $5,000,000 or (B) the books and records held at the locationare material to the Borrower’s business. The Borrower shall use commercially reasonable effortsto cause to be executed and delivered to the Collateral Agent, at the Borrower’s expense, aCollateral Access Agreement with respect to each leased or third party location of Collateral(whether now existing or hereafter acquired) at which books and records are located which arematerial to the Borrower’s business or at which the aggregate value of the inventory, equipmentand other assets of the Obligors at such location at any time exceeds (i) if such location is in theUnited States, $5,000,000 (except that, upon reasonable notice to the Borrower, DOE shall havethe right to request a Collateral Access Agreement with respect to any such location in theUnited States if such value exceeds $1,000,000), or (ii) if such location is outside the UnitedStates, $10,000,000 (except that, upon reasonable notice to the Borrower, DOE shall have theright to request a Collateral Access Agreement with respect to any such location outside theUnited States if such value exceeds $5,000,000).

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(e) Each Obligor shall, and shall cause any Additional Guarantors to,at the Borrower’s expense, promptly take all other actions that have been or shall be requested byDOE, or that the Borrower knows or reasonably should have known are necessary to create,maintain, protect, perfect and continue the perfection of the First Priority security interests of theCollateral Agent for the benefit of the Secured Parties in the following property (all of whichshall be included in the Collateral), except to the extent it constitutes Excluded Property, andshall furnish timely notice of the necessity of any such action, together with such instruments, inexecution form, and such other information as may be required to enable any appropriateSecured Party to effect any such action:

(i) all assets financed or acquired with (or the cost of which isreimbursed to the Borrower with) the proceeds of the Loans and the BorrowerCommitments;

(ii) (w) all Capital Stock of each Domestic Subsidiary; (x) allCapital Stock of each Foreign Subsidiary that is an Additional Guarantor; (y) withrespect to each First-Tier Foreign Subsidiary that is a “controlled foreigncorporation” (as defined in section 957 of the Code) but is not an AdditionalGuarantor, 65% of all Capital Stock of such Subsidiary entitled to vote (within themeaning of Treasury Regulations Section 1.956-2(c)(2)) and 100% of all otherCapital Stock of such Subsidiary; provided that immediately upon anyamendment of the Code that allows the pledge of a greater percentage of votingCapital Stock without adverse tax consequences, the Collateral shall include suchgreater percentage of Capital Stock of each Subsidiary referred to in this clause(y); and (z) all Capital Stock of each other First-Tier Foreign Subsidiary;

(iii) all Intellectual Property, technical data including software,licenses, general intangibles and goodwill of the Obligors;

(iv) all fee real property interests of the Obligors, all leaseholdreal property interests relating to the Projects, any other future leasehold realproperty interests that DOE determines are material to the interests of DOE andFFB as lender and all related fixtures, easements, rights-of-way and licenses;provided that the Collateral shall not include the leasehold interests existing onSeptember 18, 2009 for office space in Pontiac, Michigan and Irvine, California;

(v) all equipment, inventory, receivables, investment property,insurance policies, deposit accounts, contract rights, books and records and allother property of the Obligors (except Limited Non-Assignable Rights);

(vi) all Capital Stock of the Borrower; and

(vii) all proceeds of the foregoing.

For the avoidance of doubt, it is understood that all of the assets described in clauses (ii)through (vii) of this Section 7.6 shall be included in the Collateral whether or notfinanced or acquired with the proceeds of the Loans and the Borrower Commitments.The Borrower shall include information in the Collateral Schedules and each Collateral

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Supplement that reasonably identifies any material Excluded Property (which in anyevent will include the amount and location of restricted accounts containing customerdeposits).

(f) Without limiting the generality of the foregoing, the Borrowershall, and shall cause Holding and any Additional Guarantors to, at the Borrower’s expense,promptly (i) execute or cause to be executed and shall file or cause to be filed or register or causeto be registered such financing statements, grants of security interest, continuation statementsand, if requested by DOE, fixture filings and mortgages or deeds of trust in all places necessaryto establish, maintain and perfect such security interests and in all other places that DOE shallreasonably request (which shall include Finland with respect to all assets of the Borrower or aSubsidiary in the possession of Valmet) and such other documents as shall be necessary andappropriate to protect the interests of the Secured Parties in the Collateral in the case of anyDefault or Event of Default, including ensuring availability (and delivery in the case of technicaldata including software and any other applicable assets) of all Intellectual Property rights,technical data including software, other books and records, real property, physical assets and allother rights necessary for any Person, including DOE, to complete, operate, convey and disposeof any part of the Collateral, (ii) discharge all other Liens (other than Permitted Liens) or otherclaims adversely affecting the rights of the Secured Parties in the Collateral, and (iii) deliver orpublish all notices to third parties that may be required to establish or maintain the validity,perfection or priority of any Lien created pursuant to the Security Documents. In furtherance ofthe foregoing, the Borrower hereby authorizes, and shall direct Holding and each of theSubsidiaries to authorize, DOE or the Collateral Agent to file or cause to be filed or register orcause to be registered any such financing statements, grants of security interest, continuationstatements, fixture filings and mortgages or deeds of trust on its behalf. Furthermore, theBorrower shall, and shall cause Holding and each of the Subsidiaries to, promptly deliver toDOE, at the Borrower’s expense such opinions of counsel and other related documents as may bereasonably requested by DOE to assure compliance with this Section 7.6.

(g) All Project Documents entered into after the date hereof shallcontain provisions, substantially equivalent to the those contained in the Model Purchase Order,(i) consenting to their assignment pursuant to the General Security Agreement to the CollateralAgent as collateral for the Loans, (ii) allowing the Collateral Agent to exercise and enforce all ofthe Borrower’s or any Subsidiary’s rights thereunder, (iii) giving DOE and the Collateral Agentinspection rights, and (iv) requiring that DOE and the Collateral Agent be given notice ofBorrower’s or any Subsidiary’s defaults and an opportunity to cure the defaults, and such otherprovisions for DOE’s and the Collateral Agent’s benefit as DOE may reasonably request. In thealternative, Borrower may arrange for the relevant supplier to enter into a direct agreement withthe Collateral Agent in the form of Exhibit P hereto or otherwise in form and substancesatisfactory to DOE.

(h) The Borrower, at DOE’s request, will pay all reasonable fees, costsand expenses of the Collateral Agent.

(i) The Borrower will furnish DOE 30 days’ written notice of theoccurrence of any change (i) in any Obligor’s name, type of organization or jurisdiction oforganization, (ii) in any Obligor’s identity or corporate structure, or (iii) in any Obligor’s Federal

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Taxpayer Identification Number, if any. The Borrower agrees not to effect or permit any changereferred to in the preceding sentence unless all filings have been made under the UCC orotherwise that are required in order for the Collateral Agent to continue at all times followingsuch change to have a valid, legal and perfected First Priority security interest in all theCollateral and for the Collateral at all times following such change to have a valid, legal andperfected First Priority security interest as contemplated in the Security Documents. Upon theeffective date of any such change, the Borrower shall deliver to DOE and the Collateral Agent acompleted Collateral Supplement reflecting an updated Organizational Information Schedule.

7.7 Diligent Construction of Project and Operations. The Borrower shall (i)use commercially reasonable best efforts to construct each Project diligently, substantially inaccordance with the applicable Governmental Approvals and the Business Plan; (ii) completeeach Project and achieve each Milestone no later than the applicable Milestone Completion Datefor such Project as set forth in the Business Plan, without extension for any Event of ForceMajeure; and (iii) conduct the operations of each Project and the Collateral in accordance withthe Business Plan and on the basis of customary commercial practice and arm’s-lengtharrangements.

7.8 Title; Rights to Land. The Borrower shall preserve and maintain good andmarketable title to the assets constituting its property and such rights to use the Nina Facility Siteand such other sites as are necessary to construct, operate and maintain the Projects inaccordance with the requirements of the Transaction Documents, the Business Plan and theBudget.

7.9 Project Documents.

(a) The Borrower shall give DOE 15 Business Days advance noticebefore (i) agreeing to any material amendment, modification of, or waiver of any right under, anyexisting Project Document or (ii) entering into any new material Project Document. DOE shallbe provided with copies of the proposed documentation for such amendments, modifications ornew agreements at the time such notice is given. The Borrower shall also cause any new ProjectDocument to comply with the provisions of Section 7.6(g). For purposes of this Section 7.9(a),“material” means (i) any amendment or modification of an existing Project Document which (A)increases or reduces the payment obligations of the Borrower or any Subsidiary thereunder bymore than $500,000 per year, (B) extends the time for performance thereof by more than 90days, (C) increases the number of vehicles to be delivered by Borrower or a Subsidiarythereunder by more than 1000 units per year, (D) permits the obligations of the contractor to beassigned to a new contractor if the payment obligations of the Borrower or a Subsidiary undersuch Project Document exceed $500,000 per year or the vehicles to be delivered by Borrower orany Subsidiary under such Project Document exceed 1000 units per year, or (E) would require amodification in the current Business Plan or an extension of any Milestone Completion Date and(ii) any new Project Document which (A) obligates the Borrower or any Subsidiary to pay thecontractor or supplier more than $500,000 per year or provide such Person more than 1000 unitsper year or (B) would require a modification of the Business Plan or an extension of anyMilestone Completion Date.

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(b) The Borrower shall, and shall cause each of its Subsidiaries to,maintain all the Project Documents to which it is a party in full force and effect. The Borrowershall, and shall cause each of its Subsidiaries to, comply with the provisions of and perform all ofits material obligations under the Project Documents to which it is a party. The Borrower shall,and shall cause each of its Subsidiaries to, diligently pursue all of its rights and remedies underthe Project Documents.

7.10 Performance of Obligations. The Borrower shall, and shall cause each ofits Subsidiaries to, pay, discharge, perform or otherwise satisfy when due or before they becomedelinquent, as the case may be, all its material obligations of whatever nature, except where theamount or validity thereof is currently being contested in good faith by appropriate proceedingsand reserves in conformity with the Designated Standard with respect thereto have been providedon the books of the Borrower.

7.11 Use of Proceeds. The Borrower shall use the proceeds of each Advance inaccordance with Section 2.4(d) and the other terms and conditions of all applicable LoanDocuments (including Sections 9.10 and 9.23). Neither DOE nor FFB shall have anyresponsibility as to the use of any proceeds of any Advance.

7.12 Books, Records and Inspections.

(a) The Borrower shall, and shall cause Holding and each of theSubsidiaries to, keep proper records and books of account in which entries are correct andaccurate in all material respects and are sufficient to prepare financial statements in accordancewith Designated Standard and facilitate the effective and accurate audit and performanceevaluation of the Projects pursuant to the Applicable Regulations and Program Requirements.The Borrower shall, and shall cause Holding and each of its Subsidiaries to, maintain accounting,management information and cost control systems that are consistent with Prudent IndustryPractice.

(b) The Borrower shall, and shall cause Holding and each of theSubsidiaries to, consult and cooperate with the Lender Parties regarding each of the Projectsupon their request and shall permit officers and designated representatives of any Lender Party orthe United States Comptroller General to visit and inspect any Project and any other facilitiesand properties of the Borrower or its Subsidiaries and any pertinent books, documents, papersand records of the Borrower or its Subsidiaries or Holding for the purpose of audit, examination,inspection and monitoring upon at any reasonable time during normal business hours, and toexamine and discuss the affairs, finances and accounts of the Borrower and its Subsidiaries orHolding with the officers of the Borrower or Holding. The Borrower shall, and shall causeHolding and each of the Subsidiaries to, afford proper facilities for such inspection, make copies(at the Borrower’s expense) of any records that are subject to such inspection, make available allinformation related to the Borrower, its Subsidiaries, Holding, the Collateral and each Project,including all Intellectual Property owned, licensed or controlled by the Borrower and itsSubsidiaries and utilized in the construction, startup or operation of the Projects, and shall permitthe taking of samples as may be reasonably necessary in order to determine the technicalprogress, soundness of financial condition, management stability, compliance with

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environmental requirements, adequacy of health and safety conditions, and all other matters withrespect to the Borrower, its Subsidiaries, the Collateral and each Project.

(c) The Borrower shall, and shall cause Holding and each of theSubsidiaries to, authorize the Borrower’s AUP Auditor to communicate directly with the LenderParties and the United States Comptroller General at any time regarding any Agreed-UponProcedures Report and the Borrower, Holding and the Subsidiaries’ accounts and operations.

(d) In the event that the Independent Auditor should cease to be theaccountants of Holding for any reason, the Borrower shall cause Holding to appoint and maintainas Holding’s Independent Auditor another firm of independent public accountants, subject to theapproval of DOE (such approval not to be unreasonably withheld).

(e) The Borrower shall, and shall cause Holding and each of itsSubsidiaries to, retain all records relating to expenditures with respect to which Advances weremade for five years after the Advances were made with respect to such expenditure.

7.13 Compliance with Requirements of Law. The Borrower shall, and shallcause each of its Subsidiaries to:

(a) comply with, and conduct its business, operations, assets,equipment, property, leaseholds, and other facilities in compliance with, in all material respects(i) all Environmental Laws and (ii) all other Requirements of Law, except where the failure to doso, individually or in the aggregate, could not reasonably be expected to have a Material AdverseEffect; and

(b) procure, maintain and comply with all Governmental Approvalsrequired for the ownership, construction, financing, maintenance or operation of the Projects orany part thereof at or prior to such time as such Governmental Approval is required or necessary,except where the failure to do so, individually or in the aggregate, could not reasonably beexpected to have a Material Adverse Effect.

7.14 Compliance with Program Requirements. In addition to the Borrower’sobligations hereunder, the Borrower shall, and shall cause each of its Subsidiaries to, complywith all Program Requirements in connection with each of the Projects.

7.15 Environmental and Safety Compliance Audit. The Borrower shall (i)conduct an annual environmental and safety compliance audit of each Project in a mannersatisfactory to DOE, including an analysis of whether each Project is in compliance with allRequirements of Law, Program Requirements, Project Documents and Environmental Laws and(ii) provide for the prompt correction of any deficiencies identified in such audit and for theoperation and maintenance of the Projects in accordance with any recommendations set forththerein. The results of the audit and any related operation and maintenance recommendationsshall be set forth in the annual environmental report delivered pursuant to Section 8.3(g).

7.16 Taxes; Claims. The Borrower shall, and shall cause Holding and each ofthe Subsidiaries to, pay or arrange for the payment before they become overdue all income andother taxes imposed upon it or any of its properties or assets or in respect of any of its income,

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businesses or franchises before any penalty or fine accrues thereon, and all claims (includingclaims for labor, services, materials and supplies) for sums that have become due and payableand that by law have or may become a Lien upon any of its properties or assets, prior to the timewhen any penalty or fine shall be incurred with respect thereto; provided, no such tax or claimneed be paid if it is being contested in good faith by appropriate proceedings promptly institutedand diligently conducted, so long as (a) adequate reserve or other appropriate provision, as shallbe required in conformity with the Designated Standard (or any of the policies, procedures ormethodologies used in the application thereof) shall have been made therefor, and (b) in the caseof a tax or claim which has or may become a Lien against any of the Collateral, such contestproceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy suchtax or claim. The Borrower shall not, and shall not permit any of its Subsidiaries to, file orconsent to the filing of any consolidated income tax return with any Person (other than Holding,the Borrower or any of the Subsidiaries).

7.17 Patriot Act Information. The Borrower shall, and shall cause Holding andeach of the Subsidiaries to, provide DOE any information requested by the DOE under or inconnection with the USA Patriot Act.

7.18 Davis-Bacon Act. The Borrower shall ensure that all laborers andmechanics employed by contractors or subcontractors during construction, alteration or repair ofany of its assets or properties that are financed with (or the cost of which is reimbursed to theBorrower with), in whole or in part, by a loan under 42 U.S.C. Sec. 17013 shall be paid wages atrates not less than those prevailing on similar construction in the locality as determined by theSecretary of Labor in accordance with sections 3141-3144, 3146, and 3147 of title 40, UnitedStates Code.

7.19 ERISA Covenants.

(a) The Borrower shall do, and shall cause each of its ERISAAffiliates to do, each of the following: (i) maintain each Plan in compliance in all materialrespects with the applicable provisions of ERISA, the Code or other Federal or state law;(ii) cause each Qualified Plan to maintain its qualified status under Section 401(a) of the Code;(iii) make all required contributions under each Multiemployer Plan; and (iv) ensure that allliabilities under each Plan are either (A) funded to at least the minimum level required byapplicable Requirements of Law or, if higher, to the level required by the terms governing suchPlan; (B) insured with a reputable insurance company; or (C) provided for or recognized in theFinancial Statements most recently delivered to DOE under Section 8.1).

(b) The Borrower shall not, nor shall it permit any ERISA Affiliate topermit to exist any ERISA Event.

7.20 Funding of Debt Service Reserve Account. On each Quarterly PaymentDate and on the date of each Advance, the Borrower shall deposit into the Debt Service ReserveAccount an amount equal to the excess (if any) of the Debt Service Reserve Requirement(determined as of such date after given effect to any Advance made on such date) and thebalance then on deposit in such account.

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7.21 OFAC. At all times throughout the term of this Agreement, each Obligorand its respective Affiliates over which it exercises management control (a) shall be in fullcompliance with all applicable orders, rules, regulations and recommendations of OFAC, and (b)shall not permit any Collateral to be maintained, insured, traded, or used (directly or indirectly)in violation of any United States statutes, rules or regulations, in a Prohibited Jurisdiction or by aProhibited Person, and no lessee or sublessee shall be a Prohibited Person or organized in aProhibited Jurisdiction.

7.22 Internal Controls.

(a) Holding shall maintain internal accounting controls for itself, theBorrower and the Subsidiaries sufficient to provide reasonable assurances that (i) transactionswill be executed in accordance with management’s general or specific authorizations, (ii)transactions will be recorded as necessary to permit preparation of financial statements inconformity with the Designated Standard, and to maintain accountability for assets, (iii) access toassets will be permitted only in accordance with management’s general or specific authorizationand (iv) the recorded accountability for assets is compared with the existing assets at reasonableintervals and appropriate action is taken with respect to any differences. Holding, the Borrowerand the Subsidiaries shall also establish internal controls and reporting systems that arereasonably expected to enable Holding and the Borrower to satisfy the reporting obligationsunder Article VIII of this Agreement.

(b) The records, systems, controls, data and information of Holding,the Borrower and Subsidiaries shall be recorded, stored, maintained and operated using means(including any electronic, mechanical or photographic process, whether computerized or not)that are under the exclusive ownership and direct control of Holding, the Borrower and theSubsidiaries (including all means of access thereto and therefrom). Holding and the Borrowershall, and shall cause the Subsidiaries to, disclose in writing their outside auditors and the auditcommittee of Holding’s Board of Directors (i) any significant deficiencies and materialweaknesses in the design or operation of internal controls over financial reporting that arereasonably likely to adversely affect Holding’s, the Borrower’s or any Subsidiary’s ability torecord, process, summarize and report financial information, and (ii) any fraud, whether or notmaterial, that involves management or other employees who have a significant role in suchentity’s internal controls over financial reporting. Copies of any disclosures shall be promptlyprovided to DOE.

7.23 Corporate Governance.

(a) No later than six months after the Principal Instrument DeliveryDate, Holding must adopt for itself, the Borrower and the Subsidiaries a written code of ethicsthat will be applicable to all employees and be consistent with the requirements of Item 406 ofSEC Regulation S-K. Such code of ethics must be reasonably satisfactory to DOE and copiesthereof, and any amendments thereto, shall be provided promptly to DOE.

(b) Holding and the Borrower shall cause each of their respectivedirectors and officers, and the directors and officers of the Subsidiaries, to comply with theprovisions of SEC Exchange Act Rule 13b2-2 in dealing with their auditors to assure their

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independence in the preparation of the reports required by Article VIII as if such rules wereotherwise applicable to Holding, the Borrower and such Subsidiaries with respect to thepreparation of such reports.

(c) Holding and the Borrower shall establish procedures, reasonablysatisfactory to DOE, to insure that their auditors comply with the auditor independence rulesestablished by the SEC pursuant to Section 10A of the Securities Exchange Act as if applicableto such auditors with respect to any reports provided to DOE pursuant to Article VIII.

ARTICLE VIII

INFORMATION COVENANTS

The Borrower hereby agrees that until all of the Karma Note Obligations and theNina Note Obligations have been paid in full (other than unasserted contingent indemnityobligations under Section 12.8) and the Loan Commitment Amounts have been reduced to zeroto deliver the financial statements, certificates, reports and other material described in thisArticle VIII to DOE and FFB, as applicable. The financial statements, certificates, reports andother materials required to be delivered on the same day under this Article VIII shall be deliveredat the same time as part of a single transmittal from the Borrower together with a communicationfrom the Borrower describing each such financial statement, certificate or report and othermaterials enclosed therein and referencing the section of this Article VIII which requires suchdelivery. Attached hereto as Schedule 8 is a chart, organized by required delivery date,specifying the (i) periodic financial statements, certificates, reports and other materials that arerequired to be delivered under Sections 8.1, 8.2 and 8.3, as applicable, for each such deliverydate, and (ii) section references to the provisions of this Article VIII where each such obligationis set forth. Schedule 8 does not specify any of the notices or other information required to bedelivered under Sections 8.4 or 8.5, respectively, because the obligation to deliver such noticesand other information is contingent upon the happening of certain events, the occurrence ofwhich may be unpredictable. In the event of any inconsistency between the requirements of thisArticle VIII and Schedule 8 hereto, this Article VIII shall govern.

8.1 Financial Statements. At its own expense, the Borrower shall furnish orcause to be furnished to DOE, by an Acceptable Delivery Method, and if requested by FFB orDOE on behalf of FFB, to FFB by facsimile, with a reproduction of the signatures whererequired, the following items:

(a) Monthly Financial Statements. As soon as available, but in anyevent within 30 days after the end of each month:

(i) unaudited consolidated Financial Statements of Holding,the Borrower and the Subsidiaries for such month; and

(ii) the Compliance Certificate required by Section 8.1(d).

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(b) Quarterly Financial Statements. As soon as available, but in anyevent within 45 days after the end of each fiscal quarter (including the fourth fiscal quarter) ofeach Fiscal Year (the 45th day after the end of each fiscal quarter, a “Quarterly Reporting Date”):

(i) unaudited consolidated Financial Statements of Holding,the Borrower and the Subsidiaries for such quarter;

(ii) unaudited consolidating Financial Statements of Holding,the Borrower and the Subsidiaries for such quarter or, if such consolidatingFinancial Statements are not normally prepared by Holding at such time, copies ofthe unaudited worksheets used by Holding in the preparation of the consolidatedFinancial Statements referred to in clause (i) above which show informationsubstantially similar to that which would normally be contained in consolidatingFinancial Statements for such quarter with respect to Holding, the Borrower andeach material Subsidiary of the Borrower and with respect to all Non-GuarantorSubsidiaries of the Borrower (with the latter shown either individually or as agroup as Holding may elect); and

(iii) the Compliance Certificate required by Section 8.1(d).

(c) Annual Financial Statements. As soon as available, but in anyevent within 120 days after the end of each Fiscal Year:

(i) audited consolidated Financial Statements of Holding, theBorrower and the Subsidiaries for such Fiscal Year;

(ii) unaudited consolidating Financial Statements of Holding,the Borrower and the Subsidiaries for such Fiscal Year or, if such consolidatingFinancial Statements are not normally prepared by Holding at such time, copies ofthe unaudited worksheets used by Holding in the preparation of the consolidatedFinancial Statements referred to in clause (i) above which show informationsubstantially similar to that which would normally be contained in consolidatingFinancial Statements for such Fiscal Year with respect to Holding, the Borrowerand each material Subsidiary of the Borrower and with respect to all Non-Guarantor Subsidiaries of the Borrower (with the latter shown either individuallyor as a group as Holding may elect);

(iii) the Compliance Certificate required by Section 8.1(d);

(iv) a report on such consolidated Financial Statements ofHolding’s Independent Auditor, which report shall (A) be unqualified as to goingconcern and scope of audit, (B) contain a statement to the effect that suchFinancial Statements fairly present, in all material respects, the consolidatedfinancial condition of Holding, the Borrower and the Subsidiaries as at the datesindicated and the results of their operations and their cash flows for the periodindicated in conformity with the Designated Standard and (C) state that theexamination by such Independent Auditor in connection with such Financial

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Statements has been made in accordance with generally accepted auditingstandards;

(v) the management representation letter delivered by Holdingto its Independent Auditor and any management letter if delivered to Holding byits Independent Auditor, including (if issued) a report on the effectiveness ofHolding’s internal control over financial reporting; and

(vi) a written statement of Holding’s Independent Auditorstating that no condition or event has come to their attention that causes them tobelieve that a breach of any of the covenants set forth on Annex B had or hasoccurred or if, such a condition or event has come to their attention, a statement asto the nature and period of existence thereof.

(d) Compliance Certificates. Concurrently with any delivery ofFinancial Statements pursuant to Sections 8.1(a), (b) or (c), a certificate (a “ComplianceCertificate”) of a Responsible Officer of the Borrower substantially in the form of the documenttitled “Compliance Certificate” included in the Forms Supplement, which certificate shall:

(i) certify that such Financial Statements fairly present, in allmaterial respects, the financial condition of Holding, the Borrower and theSubsidiaries as of the dates indicated and the results of their operations and theircash flows for the periods indicated, in each case in conformity with theDesignated Standard applied on a basis consistent with prior years, subject, in thecase of unaudited Financial Statements, to the absence of notes to the financialstatements and changes resulting from normal audit and year-end adjustments;

(ii) certify that no Default or Event of Default had or hasoccurred, or if such certification cannot be made, the nature and period ofexistence of such Default or Event of Default and what corrective action theBorrower has taken or proposes to take with respect thereto;

(iii) set forth computations in reasonable detail satisfactory toDOE demonstrating whether or not Holding is in compliance with the covenantsset forth in Annex B to the extent such covenants are applicable to any periodincluded within such Financial Statements;

(iv) set forth any material changes, if any, within theDesignated Standard used to prepare the applicable Financial Statements or in theapplication thereof since the delivery of the previous Financial Statements anddescribe the effect of such changes on the Financial Statements accompanyingsuch certificate;

(v) in the case of the Compliance Certificate deliveredconcurrently with the Quarterly Financial Statements pursuant to Section 8.1(b),set forth all documents delivered to DOE pursuant to this Article VIII sincedelivery of the last Compliance Certificate; and

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(vi) in the case of the Compliance Certificate deliveredconcurrently with the annual Financial Statements pursuant to Section 8.1(c):

(A) either (x) confirm that there has been no materialchange in the information set forth in the Collateral Schedules since thelater of the Principal Instrument Delivery Date and the date of the mostrecent certificate delivered pursuant to this Section (except to the extentset forth in one or more Collateral Supplements previously executed anddelivered to DOE and the Collateral Agent) or (y) identify such changesby executing and delivering to DOE and the Collateral Agent a completedCollateral Supplement reflecting such changes;

(B) certify that all UCC financing statements (includingfixture filings, as applicable) or other appropriate filings, recordings orregistrations required to be made under the Loan Documents, have beenfiled of record in each governmental, municipal or other appropriate officein each jurisdiction identified in the Organizational Information Scheduleor pursuant to clause (A) above to the extent necessary to protect andperfect the security interests under the Security Documents for a period ofnot less than 18 months after the date of such certificate (except as notedtherein with respect to any continuation statements to be filed within suchperiod); and

(C) outline all material insurance coverage maintainedas of the date of such Compliance Certificate by the Borrower and itsSubsidiaries (indicating the scheduled expiration date of each policy) andall material insurance coverage planned to be maintained by the Borrowerand its Subsidiaries in the immediately succeeding Fiscal Year.

(e) Statements of Reconciliation after Change in AccountingPrinciples. If, as a result of any change in the Designated Standard (or any of the policies,procedures or methodologies used in the application thereof) from those used in the preparationof the Historical Financial Statements (but without limiting the Borrower’s obligation to complywith the restrictions on making such changes set forth in Section 9.17), the consolidatedFinancial Statements of Holding, the Borrower and the Subsidiaries delivered pursuant toSections 8.1(b) or (c) will differ in any material respect from the consolidated FinancialStatements that would have been delivered pursuant to such subdivisions had no such changebeen made, then the Borrower will (i) notify DOE in writing of such change promptly after theBorrower obtains knowledge thereof and (ii) promptly after the request of DOE, deliver to DOEone or more statements of reconciliation with respect to the period or periods of time affected bysuch change, not to exceed the four fiscal quarters preceding the fiscal quarter during which suchchange occurred, in form and substance satisfactory to DOE.

(f) Additional Audit Reports. As soon as available, but in any eventwithin ten Business Days after the receipt thereof by the Borrower, copies of all other annual orinterim audit reports and management letters submitted to the Borrower by the Borrower’sIndependent Auditor.

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8.2 Annual Budget. Not later than the 15th day of the first quarter of eachFiscal Year, the Borrower shall deliver to DOE an annual budget for the current calendar year foreach Project for DOE’s approval, which shall be substantially in the form of the Initial Budget(as approved by DOE, the “Annual Budget”) in which all costs will be separately identifiedconsistently with the Initial Budget among (i) the cost of construction and/or completion of eachProject in accordance with the Business Plan and (ii) the cost of operating each Project inaccordance with such Business Plan, which Annual Budget shall also provide a comparison ofeach line item to the corresponding line item in the Initial Budget.

8.3 Reports. At its own expense, the Borrower shall furnish or cause to befurnished to DOE, by an Acceptable Delivery Method, and if requested by FFB or DOE onbehalf of FFB, to FFB by facsimile, with a reproduction of the signatures where required, thefollowing items:

(a) Quarterly Progress Report. On or prior to each QuarterlyReporting Date and concurrently with the delivery of the quarterly Financial Statements requiredby Section 8.1(b), a quarterly progress report for each Project in a form to be agreed that issatisfactory to DOE setting forth a narrative analysis of the current and expected future status ofeach Project relative to the Milestones for such Project and the other goals for each Projectcontemplated by the Business Plan. The report shall include a summary of the prior quarter’soperations and a summary of the fiscal year-to-date operations, including a report setting forththe actual amount of expenses incurred since the beginning of the year in which the report isdelivered and until the end of the preceding month and a projection of the amount of expensesfor the remainder of such fiscal year, together with a comparison of such expenses and projectedexpenses to the then-current Budget on a line item-by-line item basis. It shall also include, inreasonable detail, information concerning unit sales revenues and capital expenditures duringsuch quarter, in each case as compared to the projections and assumptions included in the then-current Business Plan. Each such report shall also set forth (x) the actual amount of costs andexpenses for each Project (collectively, “Expenses”) incurred from the beginning of such fiscalyear to the last day of such quarter compared to the amount of Expenses for such period set forthin the then-current Budget for each line item and (y) the then-current projection of the amount ofExpenses to be incurred for the remainder of such fiscal year and a statement comparing suchprojection to the budgeted Expense amount for each line item under the then-current Budget.Such report shall also discuss the status of all material Governmental Approvals related to theconstruction, operation or maintenance of the Projects which have not yet been obtained and tothe extent that any material Governmental Approvals had not yet been identified and described toDOE in the Information Certificate or in a prior Quarterly Progress Report provide a descriptionof same indicating when such Governmental Approval is required to be obtained in order toachieve each of the Milestones and otherwise allow the Borrower to perform in accordance withthe current Business Plan.

(b) Nina Facility Construction Progress Report. On or prior to eachQuarterly Reporting Date and concurrently with the delivery of the quarterly progress reportrequired by Section 8.3(a), after commencement of the renovation of the Nina Facility, theBorrower shall deliver to DOE a report summarizing the construction and re-equipping activitiesduring such quarter, including a description of (i) variations of such progress and expenditurefrom that set forth in the Nina Budget (as modified from time to time in accordance with this

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Agreement), (ii) the Borrower’s then-current estimates of expenditure by month for thefollowing quarter, and (iii) any fact or occurrence of which the Borrower is aware that mayreasonably be expected to (A) increase the aggregate cost of the Nina Facility above that in thecurrent Nina Budget, (B) have a material adverse effect on the operations or financialperformance of the Nina Project when completed or (C) render unreasonable or inappropriateany material assumption on which the Business Plan and the anticipated manner and timing ofactions proposed to be taken by the Issuer in reaction to any such fact or occurrence.

(c) Revised Business Plan. On or prior to each Quarterly ReportingDate and concurrently with the delivery of the quarterly progress report required by Section8.3(a), an updated Business Plan, which information shall be substantially in the form of thedocument titled “Sample Business Plan,” as applicable, included in the Forms Supplement;provided that if the Borrower or Holding shall prepare and deliver to Holding’s board ofdirectors any forecasts or reports relating to changes in projected costs or revenues of eitherProject in addition to those otherwise required under this Agreement to be delivered to DOE, theBorrower will deliver such forecasts or reports to DOE (and FFB, as applicable) within tenBusiness Days of the date the Borrower or Holding delivers such forecasts or reports toHolding’s board of directors; provided further that no proposed changes to the Business Plan andno updated information contained in any updates, forecasts or reports delivered pursuant to thisSection 8.3(c) shall be considered part of any Budget or Business Plan unless and until it hasbeen approved by DOE in its sole discretion. Concurrently with the delivery of an updatedBusiness Plan, a Responsible Officer of the Borrower shall deliver a certification that such planis based on good faith estimates and assumptions made by management of the Borrower andmanagement of the Borrower believes that such Business Plan is reasonable and attainable.

(d) Agreed-Upon Procedures Report. On or prior to each QuarterlyReporting Date and concurrently with the delivery of the quarterly progress report required bySection 8.3(a), a report, substantially in the form of the document titled “Agreed-UponProcedures Report” included in the Forms Supplement (an “Agreed-Upon Procedures Report”),prepared by the AUP Auditor.

(e) Intellectual Property Report. On or prior to each QuarterlyReporting Date and concurrently with the delivery of the quarterly progress report required bySection 8.3(a), a report to the DOE and the Collateral Agent (by delivery of a CollateralSupplement setting forth the relevant information) with respect to (i) the filing of any applicationto register or issue any Intellectual Property with the United States Patent and Trademark Office,the United States Copyright Office, any state registry, or foreign counterpart of the foregoing(whether such application is filed by the Borrower, any of its Subsidiaries, or through any agent,employee, licensee, or designee thereof), (ii) the registration of any Intellectual Property by anysuch office, (iii) the registration of any domain name, the loss of which could reasonably beexpected to result in a Material Adverse Effect and (iv) any new material licenses or otheragreements related to Intellectual Property entered into by the Borrower or any of itsSubsidiaries.

(f) Monthly Progress and Purchase Order Report. Not later than thedue date for delivery of the Financial Statements required by Section 8.1(a) (and concurrentlytherewith), a report describing (i) any expenditures in excess of Budget line items for either

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Project during the prior month which were permitted under Section 9.6, and (ii) recent purchaseorders which report should indicate the aggregate amount of all payables of the Borrower thendenominated in Euros and any deviations from the Borrower’s DOE approved form of purchaseorder terms and conditions in such purchase order (whether or not such deviations are otherwisesubject to DOE approval as described in Section 9.18(a)), which shall be substantially in theform of the document titled “Monthly Progress and Purchase Order Report” included in theForms Supplement.

(g) Environmental Reports. Not later than the first QuarterlyReporting Date in each year (and concurrently with the delivery of the quarterly FinancialStatements required by Section 8.1(b) for the last Fiscal Quarter of the preceding year), a report,satisfactory to DOE, summarizing the environmental performance of the Projects over thepreceding year, with sufficient information (as determined by DOE) to allow the DOE to monitorthe Projects’ performance with respect to the environment and their compliance withEnvironmental Laws and including a narrative summary of (i) the results of any environmentalmonitoring or sampling activity, (ii) any environmental deficiencies identified by anyGovernmental Authority or by the audit required by Section 7.15 and any remedial action takenwith respect thereto, and (iii) information on consumption and output of energy and raw materialby the Projects.

8.4 Notices. Promptly, but in any event within five Business Days, afterHolding, the Borrower or any of the Subsidiaries obtains Knowledge thereof or informationpertaining thereto, the Borrower, at its own expense, shall furnish or cause to be furnished toDOE, by an Acceptable Delivery Method, and if requested by FFB or DOE on behalf of FFB, toFFB by facsimile, with a reproduction of the signatures where required, written notice of thefollowing items:

(a) any event that constitutes a Default or Event of Default, specifyingthe nature thereof, together with a certificate of a Responsible Officer of the Borrower indicatingthe steps the Borrower has taken or proposes to take to remedy the same;

(b) any Adverse Proceeding pending or threatened in writing againstor affecting Holding, the Borrower, any of the Subsidiaries, any of their respective property orany other third party, in each case, that, individually or in the aggregate, could reasonably beexpected to have a Material Adverse Effect, or that seeks to enjoin or otherwise prevent theconsummation of, or to recover any damages or obtain relief as a result of, the transactionscontemplated hereby, or that arises in respect of any material Indebtedness of the Borrower or itsSubsidiaries or alleges any criminal misconduct by any of them or Holding, and any materialdevelopments with respect to any of the foregoing;

(c) any change in the Responsible Officers of the Borrower, includingcertified specimen signatures of any new Person so appointed and satisfactory evidence of theauthority of such Person, or any change in the Independent Auditor and the reason therefor;

(d) any actual or proposed termination, rescission, discharge(otherwise than by performance), amendment, supplement, modification, waiver or indulgence orbreach (i) of any Project Document in any material respect or (ii) of any Governmental Approval

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or Required Consent in any respect which, individually or in the aggregate, could reasonably beexpected to have a Material Adverse Effect;

(e) any Lien (other than a Permitted Lien) being granted or establishedor becoming enforceable over any of Holding’s, the Borrower’s or any of the Subsidiaries’assets;

(f) any Event of Loss;

(g) any one or more events, conditions or circumstances that exist orhave occurred or in the judgment of the Borrower are expected as imminent that individually orin the aggregate could reasonably be expected to have a Material Adverse Effect;

(h) any event, occurrence or circumstance that renders or is reasonablylikely to render the Borrower incapable of, or prevents the Borrower from meeting any Milestoneor performing any other obligation of the Borrower under any Transaction Document;

(i) any Event of Force Majeure affecting, or that any of the Obligorsor any other third party claims would affect, the performance by such Person of any obligationunder any Transaction Document;

(j) any material transaction with any Affiliate of the Borrower (otherthan a transaction solely among Obligors) or any other material change in the information withrespect to Capital Stock issued by the Borrower referred to in Section 6.3 that occurs as part ofan Equity Offering;

(k) any information that representations made with respect toDebarment Regulations were erroneous when made or have become erroneous by reason ofchanged circumstances;

(l) any ERISA Event together with a certificate of a ResponsibleOfficer of the Borrower setting forth the details of such ERISA Event and the action, if any, thatthe Borrower proposes to take with respect thereto;

(m) (i) the adoption or establishment of any Pension Plan by theBorrower or any ERISA Affiliate, (ii) the commencement of contributions by the Borrower orany ERISA Affiliate to any Pension Plan that is subject to Title IV of ERISA or Section 412 ofthe Code, (iii) the commitment by the Borrower or any ERISA Affiliate to contribute to aMultiemployer Plan or (iv) incurring any liability or making a commitment or obligation to payor provide post-employment health and welfare benefits;

(n) any event related to the Projects or the business of the Borrowerand its Subsidiaries in material violation of Environmental Laws or the Project Documents orhaving a material impact on the environment or on human health (including any accidentresulting in the loss of life), and a report describing such accident, the impact of such event andthe remedial efforts required and (as and when taken) implemented with respect thereto;

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(o) receipt of material insurance proceeds with respect to theCollateral or other assets of the Holding, Borrower or any Subsidiaries;

(p) any non-ordinary course notices given or received by theBorrower, Holding or any Subsidiaries under material Project Documents (including notices ofdefault from any Person providing financing as permitted by Sections 9.2(f) and 9.2(k));

(q) any changes in accounting policies of the Borrower, Holding orany Subsidiaries required to be reported to DOE pursuant to Section 8.1(e);

(r) any increase in the dollar amount of the Debt Service ReserveRequirement;

(s) any Change of Control; and

(t) any Environmental Claim or any assertion of an EnvironmentalClaim or claims involving an amount in excess of $250,000 individually or $1,000,000 in theaggregate by any other Person or Persons together with a copy of any correspondence relatingthereto and a description of any steps the Borrower or a Subsidiary is taking and proposes to takewith respect thereto.

8.5 Other Information. At its own expense, the Borrower shall furnish orcause to be furnished to DOE, by an Acceptable Delivery Method, and if requested by FFB orDOE on behalf of FFB, to FFB by facsimile, with a reproduction of the signatures whererequired, the following items:

(a) any notices or other communications with respect to IntellectualProperty, Required Insurance, Holding, the Subsidiaries or Collateral required to be delivered toDOE or the Collateral Agent pursuant to Sections 7.3, 7.4 or 7.6 or the applicable SecurityDocument;

(b) promptly upon request, but in no event later than five BusinessDays following any request of DOE (or such later date as DOE may agree), updated informationwith respect to the assets of the Borrower and its Subsidiaries of the type referred to in 10 C.F.R.611.101(k);

(c) promptly upon request, but in no event later than five BusinessDays following any request of DOE (or such later date as DOE may agree), a CollateralSupplement containing updated Collateral Schedules;

(d) subject to reasonable measures implemented to ensureconfidentiality of information provided, consistent with FOIA, the Program Requirements andother applicable Requirements of Law, materials requested by DOE pursuant to continuing duediligence reviews by DOE with respect to the Borrower and its Subsidiaries, the Collateral andany aspect relating to the Projects, including DOE requests for reports on the technical andfinancial performance of the Nina Facility Site, the Karma Project and the Nina Project;

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(e) within five Business Days after the end of each calendar monthwhile any Net Cash Proceeds of an Event of Loss remain in any Restoration Account, a reportsetting forth disbursements of any such Net Cash Proceeds during the immediately precedingmonth pursuant to Section 7.5(c), together with evidence of the application of such Net CashProceeds and such other information or documentation as DOE may reasonably request;

(f) when required by Section 7.9, the notices and relateddocumentation described in such section with respect to Project Documents;

(g) promptly upon request, but in no event later than five BusinessDays following any request of DOE (or such later date as DOE may agree) such otherinformation or documents as DOE may reasonably request; and

(h) when required by Section 8.3(c) copies of the reports and forecastsreferred to therein.

ARTICLE IX

NEGATIVE COVENANTS

The Borrower and, where applicable, Holding hereby agree that until the date allof the Karma Note Obligations and the Nina Note Obligations have been paid in full (other thanany unasserted contingent indemnity obligations under Section 12.8) and the Loan CommitmentAmounts have been reduced to zero or expired:

9.1 Financial Covenants. The Borrower and Holding shall comply with eachof the covenants set forth on Annex B hereto.

9.2 Indebtedness. The Borrower shall not, and shall not permit any of itsSubsidiaries to, incur, create, guarantee, assume, permit to exist or otherwise become liable forany Indebtedness, except the following (collectively, “Permitted Indebtedness”):

(a) Indebtedness in respect of the Governmental Secured Obligationsincurred under the Loan Documents;

(b) Indebtedness existing on the Principal Instrument Delivery Dateset forth on the applicable schedule to the Information Certificate;

(c) Capital Lease Obligations and purchase money Indebtedness, ineach case incurred by the Borrower or any Additional Guarantor to finance the acquisition ofequipment (and any refinancings, renewals or extensions thereof), in an aggregate amountoutstanding at any time which, together with the aggregate outstanding amount of Indebtednessin respect of equipment leases and equipment loans set forth on the schedule referred to in clause(b) above (and any refinancings, renewals or extensions thereof), shall not be in excess of$10,000,000; provided that any such Indebtedness (i) shall be secured only by the asset acquired(and any accessions thereto and proceeds thereof) in connection with the incurrence of suchIndebtedness as permitted by Section 9.3(h), and (ii) shall not exceed an amount equal to 100%of the aggregate consideration paid to acquire such asset;

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(d) unsecured Indebtedness (i) of the Borrower to any AdditionalGuarantor, (ii) of any Subsidiary to the Borrower or any Additional Guarantor (but subject to thelimitations of Section 9.4(f) in the case of any such Indebtedness of any Foreign Subsidiary) or(iii) of any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary; provided that inthe case of clauses (i) and (ii), all such Indebtedness shall be (x) subject to a First Priority Lienpursuant to the General Security Agreement and, if requested by DOE, evidenced by promissorynotes which shall be delivered to the Collateral Agent, and (y) subordinated in right of paymentto the payment in full of the Governmental Secured Obligations pursuant to the terms of theSubordination Agreement (it being understood that in the case of clause (ii) above, Indebtednessof Non-Guarantor Subsidiaries to the Borrower or any Additional Guarantor shall not be requiredto be subordinated pursuant to this clause (y));

(e) Indebtedness arising from the honoring by a bank or other financialinstitution of a check, draft or similar instrument drawn inadvertently against insufficient funds(or from the endorsement of instruments for collection) in the ordinary course of business;provided that any such Indebtedness shall not be secured by any Liens except to the extentpermitted by Section 9.3(i);

(f) Indebtedness in the form of revolving credit loans incurred under aworking capital facility or term loan facility provided by lenders approved by DOE, providedthat (A) the terms of such facility are in form and substance satisfactory to DOE, (B) the lendersunder such facility enter into an intercreditor agreement that is satisfactory to DOE and (C) theaggregate principal amount of such Indebtedness plus any unused commitments thereunder doesnot at any time exceed the sum of (i) $40 million plus (ii) the lesser of (x) the amount ofadditional Indebtedness that could then be incurred under clause (k) below and (y) $10,000,000;

(g) Indebtedness in respect of letters of credit supporting obligations inthe ordinary course of business (not consisting of Indebtedness) in an aggregate amount (for theBorrower and all Subsidiaries) at any one time outstanding which shall not exceed $10,000,000;

(h) Indebtedness in respect of Hedging Transactions permitted bySection 9.21;

(i) Indebtedness in respect of statutory obligations, surety bonds,appeal bonds, indemnity bonds, performance bonds or other similar bonds in the ordinary courseof business;

(j) guarantees by the Borrower or any Subsidiary in respect ofIndebtedness otherwise permitted hereunder of the Borrower or any other Subsidiary (but subjectto the limitations of Section 9.4(f) in the case of any such guarantees of Indebtedness of anyForeign Subsidiary); and

(k) so long as no Default or Event of Default has occurred and iscontinuing or would result therefrom at the time incurred, additional unsecured Indebtedness ofthe Borrower or any Subsidiary in an aggregate principal amount (for the Borrower and allSubsidiaries) not to exceed at any one time outstanding the lesser of (i) $15,000,000 and (ii)$5,000,000 plus the amount of Indebtedness then incurred or committed in excess of

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$40,000,000 under clause (f); provided that the Borrower’s or such Subsidiary’s obligationsunder such Indebtedness is subordinated to the Governmental Secured Obligations on termssatisfactory to DOE.

9.3 Liens. The Borrower and Holding shall not, and shall not permit anySubsidiary to, create, assume or otherwise permit to exist any Lien upon any of its property orassets, whether or not Collateral and whether now owned or hereafter acquired, or in anyproceeds or income therefrom, or file or permit the filing of, or permit to remain in effect, anyfinancing statement or other similar notice of any Lien with respect to any such property, assets,proceeds or income, except the following (collectively, “Permitted Liens”):

(a) Liens in favor of the Collateral Agent for the benefit of the SecuredParties created pursuant to the Security Documents;

(b) Liens existing on the Principal Instrument Delivery Date set forthon the applicable schedule to the Information Certificate;

(c) Liens for taxes not yet delinquent or that are being contested ingood faith by appropriate proceedings promptly instituted and diligently conducted, providedthat (i) adequate reserves with respect to any such contested amounts are maintained inconformity with the Designated Standard and (ii) such contest proceedings operate to stay thesale of any portion of the Collateral to satisfy such claim;

(d) statutory Liens of landlords, carriers, warehousemen, mechanics,materialmen and repairmen, and other like Liens imposed by law (other than any such Lienimposed by the Code or by ERISA), arising in the ordinary course of business that are notoverdue for a period of more than 30 days or that are being contested in good faith byappropriate proceedings promptly instituted and diligently conducted, provided that (i) adequatereserves with respect to any such contested amounts are maintained in conformity with theDesignated Standard and (ii) such contest proceedings operate to stay the sale of any portion ofthe Collateral to satisfy such claim;

(e) pledges or deposits incurred in the ordinary course of business inconnection with workers’ compensation, unemployment insurance and other social securitylegislation (other than ERISA);

(f) deposits to secure the performance of bids, trade contracts, leases,statutory obligations, surety and appeal bonds, performance bonds and other obligations of a likenature (in each case exclusive of obligations for the payment of borrowed money or otherIndebtedness) incurred in the ordinary course of business in an aggregate amount (for theBorrower and all Subsidiaries) at any one time outstanding which shall not exceed $5,000,000;

(g) easements, rights-of-way, restrictions and other minor defects orirregularities in title to real property that, in the aggregate, are not substantial in amount and thatdo not in any case materially detract from the value of the property subject thereto or materiallyinterfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;

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(h) Liens securing Indebtedness of the Borrower or any Subsidiaryincurred pursuant to Section 9.2(c) to finance the acquisition of equipment, provided that (i) suchLiens shall be created substantially simultaneously with the acquisition of such equipment or inconnection with any refinancing, renewal or extension thereof, (ii) such Liens do not at any timeencumber any property other than the property financed by such Indebtedness (and anyaccessions, additions, replacements and proceeds thereto or thereof) and (iii) for anyrefinancings, renewals or extensions, the amount of Indebtedness secured thereby is notincreased;

(i) Liens on cash deposits and other funds maintained in an accountwith a depository institution, in each case to the extent such Liens arise in the ordinary course ofbusiness by virtue of any statutory or common law provision relating to banker’s liens or rightsof setoff; provided, that, except in the case of Permitted Restricted Deposits, (i) the applicabledeposit account is not intended to provide collateral or security to the applicable depositoryinstitution or any other Person and (ii) with respect to accounts maintained by Borrower or anyAdditional Guarantor (other than Excluded Accounts) such account is subject to a ControlAgreement (or, in the case of an Additional Guarantor that is a Foreign Subsidiary, other securityarrangements satisfactory to DOE) executed and delivered by such depository institution, andany such Lien shall be expressly subordinate to the Lien created in such account in favor of theSecured Parties pursuant to the General Security Agreement;

(j) licenses of Intellectual Property permitted by Section 9.5;

(k) Liens securing the Indebtedness referred to in Sections 9.2(f) and9.2(g) provided that (i) the Liens securing the Indebtedness referred to in Section 9.2(f) is limitedto Borrower’s inventory and receivables and (ii) the Liens securing the Indebtedness referred toin Section 9.2(g) is limited to Cash Equivalents in an amount not to exceed the amountsdrawable under the related letters of credit;

(l) non-consensual Liens securing judgments for the payment ofmoney not constituting an Event of Default under Section 10.1(l);

(m) Liens on specific items of inventory or other goods and theproceeds thereof securing obligations in respect of trade letters of credit permitted by Section9.2(g) issued for the account of Borrower or any Subsidiary to facilitate the purchase, shipmentor storage of such inventory or goods in the ordinary course of business;

(n) leases or subleases granted to third parties in the ordinary course ofbusiness which do not interfere in any material respect with the business operations of theBorrower and its Subsidiaries or the value of the Collateral;

(o) Liens in favor of customs and revenue authorities arising as amatter of law to secure payment of custom duties in connection with the importation of goods inthe ordinary course of business;

(p) any interest of title of a lessor under, and precautionary UCCfinancing statements (or equivalent filings, registrations or agreements in foreign jurisdictions)relating to, operating leases;

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(q) Liens existing on property at the time the Borrower or anySubsidiary acquired such property after the date hereof that do not secure any Indebtedness,provided that any such Lien may not extend to any other property of the Borrower or any of itsSubsidiaries and such Lien secures only those obligations which it secures on the date of suchacquisition; provided further that such Lien shall not have been created in anticipation of or inconnection with the transaction or series of transactions pursuant to which such property wasacquired by the Borrower or any Subsidiary and such transactions were permitted by thisAgreement;

(r) Liens not otherwise permitted by this Section on assets notincluded in the Collateral securing obligations that are not Indebtedness so long as neither (i) theaggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregatefair market value (determined as of the date such Lien is incurred) of the assets subject theretoexceeds (as to the Borrower and all Subsidiaries) $2,500,000 at any one time; and

(s) Liens in the form of land use restrictions imposed by DNRECpursuant to the Brownfields Development Agreement.

9.4 Investments. The Borrower shall not, and shall not permit any of itsSubsidiaries to, make or permit to remain outstanding any loans, extensions of credit or advancesby the Borrower or any Subsidiary to or investments by the Borrower or any Subsidiary in anyPerson (whether by means of acquisition of any stocks, notes or other securities or obligations ofsuch Person or by capital contribution to such Person or otherwise), including any partnership orjoint venture interest in such other Person, or assume, guarantee, endorse or otherwise becomedirectly or contingently liable for any obligation or Indebtedness of, any Person (all of theforegoing, “Investments”), except the following:

(a) Investments in Cash Equivalents;

(b) Investments existing on the Principal Instrument Delivery Date setforth on the applicable schedule to the Information Certificate;

(c) loans and advances to employees of the Borrower or itsSubsidiaries in the ordinary course of business for travel, and relocation expenses in an aggregateamount not to exceed $1,000,000 at any time outstanding;

(d) intercompany loans to the extent permitted by Section 9.2(d);

(e) Investments in any Additional Guarantor that is a DomesticSubsidiary which have been approved by DOE;

(f) Investments in any Foreign Subsidiaries, whether or not anAdditional Guarantor, which have been approved by DOE;

(g) Investments in Hedging Transactions permitted underSection 9.21;

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(h) Investments in the nature of lease, utility, governmental,performance or other deposits in the ordinary course of business to the extent permitted bySection 9.3;

(i) Investments received in satisfaction or partial satisfaction ofaccounts receivable from financially troubled account debtors (whether in connection with aforeclosure, bankruptcy, workout or otherwise) in respect of obligations in favor of the Borrowerarising in the ordinary course of business to the extent reasonably necessary to prevent or limitloss, provided that no new consideration is paid by the Borrower or any of its Subsidiaries inconnection therewith;

(j) Investments consisting of prepaid royalties under licensingarrangements or prepaid expenses for the purchase of goods and services, in each case made inthe ordinary course of business for time periods consistent with customary commercial practices;and

(k) (i) guarantees permitted by Section 9.2(j), (ii) guarantees in theordinary course of business of obligations of Subsidiaries to landlords, suppliers, customers,franchisees and licensees not constituting Indebtedness (but subject to the limitations of Section9.4(f) in the case of any such guarantees of obligations of Foreign Subsidiaries), and (iii)guarantees in the ordinary course of business of obligations of suppliers and customers notconstituting Indebtedness in connection with commercial transactions.

9.5 Merger, Dissolution or Acquisitions or Dispositions of Assets. NeitherHolding nor the Borrower shall, nor shall permit any Subsidiary to, directly or indirectly, enterinto any transaction of merger, consolidation or amalgamation or convey, sell, lease, license orotherwise Dispose of its property or assets, or wind up, liquidate or dissolve itself (or suffer anyliquidation or dissolution), or acquire (in one transaction or a series of transactions) assetsconstituting all or any substantial part of the business or assets of any other Person or anydivision or other business unit of any Person (including the acquisition of Fisker Coachbuildpursuant to the purchase option contained in the Stockholders’ Agreement), or issue any CapitalStock, except the following:

(a) sales of inventory (including refurbished prototypes) in theordinary course of business for fair market value in cash;

(b) (i) Dispositions of obsolete or worn-out equipment in the ordinarycourse of business, and (ii) sales of surplus equipment in the ordinary course of business;provided that (x) in the case of any sale of equipment that is part of either Project, theconsideration for such sale shall be either cash or equipment that becomes part of such Project(or a combination thereof), and (y) any Net Cash Proceeds of any sale pursuant to this Section9.5(b) are applied in accordance with Section 3.6(c)(i) to the extent applicable;

(c) mergers or consolidations of any Subsidiary into the Borrower(provided that the Borrower shall be the continuing or surviving entity) or with or into anyAdditional Guarantor (provided that the continuing or surviving entity shall be an AdditionalGuarantor);

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(d) mergers or consolidations of any Non-Guarantor Subsidiary intoany other Non-Guarantor Subsidiary of the Borrower;

(e) Dispositions of any property or assets of any Subsidiary to theBorrower or any Additional Guarantor or, in the case of a Disposition by a Non-GuarantorSubsidiary only, to any other Non-Guarantor Subsidiary of the Borrower;

(f) Issuance of Capital Stock by any Subsidiary to the Borrower orany Additional Guarantor or, in the case of any Non-Guarantor Subsidiary, to any other Non-Guarantor Subsidiary of the Borrower;

(g) any Event of Loss (or any event that would have been an Event ofLoss had losses exceeded $5,000,000) so long as the Borrower or such Subsidiary complies withSection 7.5;

(h) issuance of Capital Stock (other than Disqualified Stock unlessotherwise permitted by Section 9.2) (i) by the Borrower to Holding or (ii) by Holding to anyother Person, provided that such Person is not a Prohibited Person and such issuance does notgive rise to a Default or Event of Default and is not otherwise prohibited by any Loan Document;

(i) granting (i) non-exclusive licenses of Intellectual Property enteredinto in the ordinary course of business on customary terms that do not impair the value of suchIntellectual Property or any other assets as Collateral and (ii) licenses of Intellectual Property onan exclusive basis so long as such exclusive licensing (A) is limited to either (x) particular fieldsof use (excluding any field of use in which the Borrower or any Subsidiary is exploiting orintends to exploit such Intellectual Property), or (y) licensing Intellectual Property in connectionwith customized products for customers that are exclusive for periods not longer than five years,or (B) is contemplated by the Business Plan; provided that in no event may any exclusive licenserestrict the ability of the Borrower or any Subsidiary to exploit Intellectual Property that isrequired for the design, construction or operation of the Karma Project or the Nina Project, or forproducing products as contemplated by the Business Plan;

(j) leases or subleases permitted under Section 9.3(n);

(k) the creation, incurrence or assumption of any Lien permitted underSection 9.3; and

(l) so long as no Default or Event of Default has occurred and iscontinuing or would result therefrom, sales by the Borrower and its Subsidiaries not otherwisepermitted under this Section 9.5 for fair market value payable in cash made during any FiscalYear, commencing in 2012, in an aggregate amount for such Fiscal Year not to exceed$2,500,000; provided that (i) no portion of any Project may be sold pursuant to this Section9.5(l), and (ii) any Net Cash Proceeds of any sale pursuant to this Section 9.5(l) are applied inaccordance with Section 3.6(c)(i) to the extent applicable.

9.6 Capital Expenditures and Similar Expenses. The Borrower shall not, andshall not permit any Subsidiary to make, or incur any obligation to make (a) CapitalExpenditures or acquire tooling and vehicle components for either Project if, after giving effect

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thereto, the aggregate expenditures for such calendar year with respect thereto would exceed theaggregate expenditures budgeted therefor in the Budget for the applicable Project and (b) anyexpenditure if, after giving effect thereto, such expenditure for the applicable Project wouldexceed the amount budgeted therefor in such year in the relevant line item of the Budget by morethan the greater of (i) five percent and (ii) an amount (which may not exceed ten percent of suchbudgeted amount) equal to the Carryover Amount; provided that this clause (b) shall not limitthe ability of Fisker to incur expenses in excess of any line item in an Annual Budget if suchexcess has been offset by decreased expenditures under other line items or by new equity capitalcommitments to Holding on terms and conditions satisfactory to DOE. Capital Expendituresmust be limited to the types of capital assets specifically contemplated or provided for in theBudget.

9.7 Operating Leases. The Borrower shall not permit the aggregate annualrental payments under operating leases (i.e., leases which are not accounted for as capital leasesunder the Designated Standard) entered into by it or its Subsidiaries to exceed $5,000,000.

9.8 Sale and Lease-Back Transactions. The Borrower shall not, and shall notpermit its Subsidiaries to, directly or indirectly, enter into any arrangement with any Personwhereby it shall sell or transfer any property or assets, whether now owned or hereafter acquired,and thereafter rent or lease such property or assets or other property or assets which it intends touse for substantially the same purpose or purposes as the property being sold or transferred.

9.9 Restricted Payments. Neither Holding or the Borrower shall, and shall notpermit any of its Subsidiaries to, directly or indirectly, (u) reduce its capital or declare or make orauthorize any dividend or any other payment or distribution of cash or property to such Person’sEquity Owners on account of any Capital Stock of the Borrower or any Subsidiary (includingpayments made to satisfy obligations under registration rights agreements), (v) redeem, retire,purchase or otherwise acquire any of Capital Stock of the Borrower or any Subsidiary, (w) makeany payment with respect to principal or interest on or purchase, redeem, retire or defease anyIndebtedness of the Borrower or any Subsidiary, (x) make any payment of any management,advisory or similar fees to any Affiliate, (y) make payment of any amounts to Fisker Coachbuildif a Default or Event of Default has occurred and is continuing or (z) set aside any funds for anyof the foregoing (each of the foregoing a “Restricted Payment”), except the following:

(a) dividends or distributions from a Subsidiary to the Borrower or anyAdditional Guarantor and, in the case of a Non-Guarantor Subsidiary, to any other Non-Guarantor Subsidiary of the Borrower;

(b) payments of Indebtedness under the Loan Documents or therevolving credit or term Indebtedness referred to in Section 9.2(f) in accordance with the termsthereof;

(c) regularly scheduled payments of principal and interest as and whendue in respect of any other Indebtedness (other than subordinated Indebtedness) expresslypermitted under Section 9.2; provided, that the Borrower shall not agree to, and shall not permitany of its Subsidiaries to, directly or indirectly, (i) prepay, redeem, repurchase or defease anysuch Indebtedness prior to the stated maturity thereof, (ii) pay in cash any amount in respect of

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any Indebtedness that may at the obligor’s option be paid in kind or (iii) pay any principal,interest or other amount on or in respect of any subordinated Indebtedness, whether at or prior tomaturity; provided, further, that the Borrower or any Subsidiary may make prepayments orredemptions of Indebtedness in connection with a refunding or refinancing of such Indebtednesspermitted by Section 9.2;

(d) Holding may declare and pay dividends and distributions payableonly in the Capital Stock of Holding (other than Disqualified Stock);

(e) the Borrower may pay dividends to Holding to permit Holding topurchase shares of its Capital Stock (or any options or warrants or stock appreciation rightsissued with respect to any of such Capital Stock) from present or former officers, directors,consultants or employees (or their estates, family members or former spouses) of Holding, theBorrower or any Subsidiary upon the death, disability, retirement or termination of employmentof such officers, directors, consultants or employees or otherwise in accordance with any stockoption or stock appreciation rights plan, any management, director and/or employee stockownership or option plan, stock subscription plan, employment termination agreement or anyemployment agreements or stockholders’ agreement, provided, that the aggregate amount ofpayments under this clause (e) in any Fiscal Year shall not exceed the sum of (A) $250,000, (B)any Restricted Payments permitted (but not made) pursuant to clause (A) in prior Fiscal Yearssubsequent to the Closing Date (but subject to a cap of $500,000 in any Fiscal Year) and (C) anyamounts received by Holding and contributed to the Borrower during such Fiscal Year from thesale of such Capital Stock to other present or former officers, consultants, employees anddirectors in connection with any permitted compensation and incentive arrangements; and

(f) the Borrower may pay dividends to Holding to permit Holding topay (i) franchise taxes and other fees, taxes and expenses required to maintain the corporateexistence of Holding, (ii) any other federal, state or local taxes measured by income for whichHolding is liable up to an amount not to exceed (A) with respect to federal taxes, the amount ofany such taxes that the Borrower and its Subsidiaries would have been required to pay if theBorrower and its Subsidiaries had filed a consolidated income tax return on behalf of an affiliategroup (as defined in Section 1504 of the Code) of which the Borrower were the common parentor (B) with respect to state and local taxes, the amount of any such taxes that the Borrower andits Subsidiaries would have been required to pay on a combined basis as if the Borrower hadfiled a combined income tax return on behalf of an affiliated group consisting only of theBorrower and its Subsidiaries, and (iii) general corporate operating and overhead expenses ofHolding incurred in the ordinary course of business to the extent such expenses are attributableto the ownership or operation of the Borrower and its Subsidiaries, in an aggregate amount not toexceed $250,000 in any Fiscal Year plus any actual, reasonable and customary indemnificationclaims made by directors or officers of Holding to the extent such indemnities are attributable tothe ownership or operations of the Borrower and its Subsidiaries.

9.10 Use of Proceeds. The Borrower shall not use the proceeds of any Advancefor any purpose other than as specified in Sections 7.11 or 2.4(d).

9.11 Affiliate Transactions. The Borrower shall not, and shall not permit anyof its Subsidiaries to, enter into any transaction, including any purchase, sale, lease or exchange

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of property or the rendering of any service, with any Affiliate (other than the Borrower or anyAdditional Guarantor) unless such transaction is (i) otherwise not prohibited by this Agreement,(ii) in the ordinary course of business, (iii) approved by a majority of disinterested directors ofHolding and (iv) upon fair and reasonable terms no less favorable to the Borrower or suchSubsidiary than it would obtain in a comparable arm’s length transaction with a Person that is notan Affiliate provided, the foregoing restriction shall not apply to:

(a) transactions between the Borrower or any Additional Guarantorsand any Non-Guarantor Subsidiary or between Non-Guarantor Subsidiaries for transfer pricingarrangements that otherwise comply with applicable laws and Section 9.13;

(b) Restricted Payments permitted to be made pursuant to Section 9.9:and

(c) (i) reasonable and customary indemnification of members of theboard of directors (or similar governing body) of the Borrower and its Subsidiaries, and (ii)reasonable and customary fees paid in the ordinary course of business to those members of suchboards of directors (or similar governing bodies) who are not officers or employees of theBorrower or any of its Subsidiaries, provided that such fees shall be payable only in the form ofcommon stock of the Borrower or options to purchase common stock of the Borrower oncustomary terms.

9.12 Accounts. The Borrower shall not, and shall not permit any AdditionalGuarantors to, (a) maintain or establish any deposit account or securities account that is notsubject to a Control Agreement (except for Excluded Accounts or, in the case of ForeignSubsidiaries that are Additional Guarantors, other security arrangements satisfactory to DOE),(b) deposit any Collateral (including the proceeds thereof) or the proceeds of the Loans in adeposit account or securities account that is not subject to a Control Agreement (or, in the case ofForeign Subsidiaries that are Additional Guarantors, other security arrangements satisfactory toDOE), except for deposits into the Debt Service Reserve Account to the extent requiredhereunder, or (c) commingle Permitted Restricted Deposits in accounts with other unrestrictedcash or securities.

9.13 Intellectual Property.

(a) The Borrower shall not, and shall cause each of its Subsidiaries notto, do any act or omit to do any act whereby any of the material Intellectual Property owned bythe Borrower or any of its Subsidiaries lapses or becomes invalidated, abandoned, dedicated tothe public, or unenforceable, as applicable, or which would adversely affect the validity, grant, orenforceability of the security interest granted therein pursuant to the Security Documents.

(b) The Borrower shall not, with respect to any Trademarks which arematerial to the business of the Borrower or any of its Subsidiaries, cease the use of any of suchTrademarks or fail to maintain the level of the quality of products sold and services renderedunder any such trademark at a level at least substantially consistent with the quality of suchproducts and services as of the date hereof, and the Borrower shall take reasonable measures toinsure that licensees of such Trademarks use such consistent standards of quality.

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(c) The Borrower shall not permit any material Intellectual Property tobe owned by any Foreign Subsidiary that is not an Additional Guarantor and that does not grant aFirst Priority Lien on such Intellectual Property in favor of the Secured Parties enforceable underthe laws of the relevant jurisdiction.

9.14 New Subsidiaries; Partnerships. The Borrower shall not, and shall notpermit its Subsidiaries to (a) form any Subsidiaries without the prior consent of DOE nor (b)enter into any partnership or joint venture.

9.15 Limitations on Lines of Business. The Borrower shall not, and shall notpermit any of its Subsidiaries, to engage in any business other than the business activities relatedto Projects as contemplated in the Business Plan provided that until the first Nina Loan Advanceoccurs, activities related to the Nina Project may be funded only with proceeds in excess of$85,000,000 from Capital Stock issued by Holding or the Borrower after May 1, 2009.

9.16 Organizational Documents. Neither Holding nor the Borrower shall, andshall not permit any of the Subsidiaries to, amend or modify, or seek a waiver or consent inrespect of its Organizational Documents or Holding to amend or modify, or seek a waiver orconsent in respect of any of the Principal Equity Documents, in each case, in a manner that ismaterially adverse to the interests of the Lender Parties.

9.17 Changes to Accounting Principles. Neither Holding nor the Borrowershall, nor shall they permit any of their respective Subsidiaries to, (i) make or permit any changesin its Fiscal Year or any other accounting principles or the application thereof, except as requiredor permitted by the Designated Standard or (ii) adopt any Designated Standard other than GAAPwithout the prior written consent of DOE.

9.18 Modifications to Project Documents. The Borrower shall not, and shallnot permit any of its Subsidiaries to:

(a) agree to any amendment, modification, termination, supplement orwaiver of, or waive any right to consent to any amendment, modification, termination,supplement or waiver of any right with respect to, or assign any of the respective duties orobligations under, any Project Document, in each case in a manner that is materially adverse tothe interests of the Lender Parties (any amendment, modification or waiver of the provisionsrequired by Section 7.6(g) will be deemed to be materially adverse); or

(b) enter into any Project Document, or modify, amend or waiver anyprovision of a Project Document if DOE has objected thereto within the notice period set forth inSection 7.9(a) and the Borrower has not addressed such objection in a manner reasonablysatisfactory to DOE.

9.19 Negative Pledge Clauses. The Borrower shall not, and shall not permitany of its Subsidiaries to, enter into or suffer to exist or become effective any agreement thatprohibits, limits or imposes any condition upon the ability of the Borrower or any Subsidiary tocreate, incur, assume or suffer to exist any Lien upon any of its property or revenues, whethernow owned or hereafter acquired, to secure its obligations under the Loan Documents or anyrefinancing thereof, or upon the ability of any Subsidiary to guaranty any of the foregoing, other

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than (a) this Agreement and the other Loan Documents, (b) any agreements governing anypurchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case,any prohibition or limitation shall only be effective against Liens on the assets financed thereby)and (c) any agreements governing any Permitted Restricted Deposits to the extent contemplatedby the definition thereof.

9.20 Clauses Restricting Subsidiary Distributions. The Borrower shall not, andshall not permit any of its Subsidiaries to, enter into or suffer to exist or become effective anyconsensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a)make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay anyIndebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans oradvances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c)transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except forsuch encumbrances or restrictions existing under or by reason of (i) any restrictions existingunder the Loan Documents and (ii) any restrictions in agreements governing any Permitted Liensor Disposition of assets permitted hereby (in which case such restrictions shall only be effectiveagainst the related assets).

9.21 Hedging Transactions. The Borrower shall not, and shall not permit anyof its Subsidiaries to, enter any Hedging Transactions except in the ordinary course of businessfor the purpose of hedging risks associated with interest rate, commodities and currencyliabilities held by such Person and not for purposes of speculation or taking a “market view”.

9.22 Improper Use. The Borrower shall not use, operate or occupy, or allowthe use, maintenance, operation or occupancy of, any portion of the Nina Facility Site or propertyunder its control for any purpose: (a) that would be illegal or dangerous (unless safeguarded asrequired by applicable Requirements of Law), (b) that could reasonably be expected to have aMaterial Adverse Effect, (c) that may make void, voidable or cancelable, any insurance then inforce with respect to the Projects or any part thereof, (d) that may adversely affect the Collateralor (e) other than for the intended purpose thereof in the construction, operation and maintenanceof the Projects or otherwise in the Borrower’s or such Subsidiary’s business.

9.23 Margin Regulations. The Borrower shall not, and shall not permit any ofits Subsidiaries to, directly or indirectly apply any part of the proceeds of any Advance or otherrevenues in any manner that would violate the provisions of Regulation T, U or X of the Boardof Governors of the Federal Reserve of the United States, or any regulations, interpretations orrulings thereunder.

9.24 Holding’s Activities.

(a) Holding shall not issue any Capital Stock or options, warrants orother rights with respect thereto, other than for the purpose of funding the Projects, exceptoptions issued pursuant to employee stock option plans approved by DOE. Holding shall notmake changes to its equity capital structure from that described in the Information Certificate,except for the issuance of options pursuant to employee stock option plans approved by DOE.

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(b) Holding shall not enter into any business, operations or activitiesother than (i) holding all of the Capital Stock of the Borrower, (ii) the performance of itsobligations in connection with the Principal Equity Documents, (iii) activities incidental to theconsummation of the Transactions and (iv) activities incidental to the maintenance andcontinuance of each of the foregoing. Notwithstanding anything to the contrary herein, Holdingwill not own or acquire any assets (other than shares of Capital Stock of the Borrower, cash andCash Equivalents) or incur any liabilities (other than liabilities under the Loan Documents andother liabilities expressly permitted to be incurred by it by the terms hereof and liabilitiesimposed by law, including tax liabilities and other liabilities incidental to its existence andbusiness and activities permitted by this Agreement).

9.25 Environmental Laws. The Borrower shall not, and shall not permit any ofits Subsidiaries to, undertake any action or Release any Hazardous Substances in violation in anymaterial respect of any Environmental Law and shall ensure that the Projects and their otherbusiness shall be operated in compliance in all material respects with all Environmental Lawsand that the Projects and their other businesses shall not be operated in any manner that wouldpose a hazard to public health or safety or to the environment. The Borrower shall, and shallcause its Subsidiaries to, maintain all material Governmental Approvals required pursuant toEnvironmental Laws.

9.26 Qualifying Vehicle; Eligible Projects. No Obligor shall take any action, oromit to take any action, that would result in (i) the vehicles being developed by the Projects notto be qualifying advanced technology vehicles under the Applicable Regulations or (ii) theactivities of the Borrower not to constitute Eligible Projects under the Applicable Regulations.

9.27 Investment Company Act. The Borrower and Holding each shall not takeany action that would result in the Borrower or Holding being required to register as an“investment company” under the Investment Company Act.

9.28 Debarment Regulations.

(a) Each Obligor shall, and shall cause each Subsidiary to, complywith the applicable requirements set forth in 2 C.F.R. 180 with respect to the construction,operation or maintenance of any Project, including the obligation to verify whether Persons withwhom such Obligor or any Subsidiary contracts in connection with the construction, operation ormaintenance of any Project are excluded or disqualified in accordance with the approvedverification methods set forth in 2 C.F.R. 180.300.

(b) No Obligor shall fail to comply with (or permit any Subsidiary tofail to comply with) any and all Debarment Regulations in a manner which results in the anyObligor or any Subsidiary being debarred, suspended, declared ineligible or voluntarily excludedfrom participation in procurement or non-procurement transaction with any United States federalgovernment department or agency pursuant to any of such Debarment Regulations.

9.29 Public Statements. Neither the Borrower nor Holding, nor any director,officer, employee or other agent affiliated with the Borrower or any Person affiliated with any ofthe foregoing, shall make (a) any press announcements about the Projects, the Loans or any Loan

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Documents or (b) any other public statements about the Loans or any Loan Documents, in eachcase without the prior approval of the Director of the ATVM Program at DOE.; provided that, inconnection with and following the closing of an IPO, the Borrower may do so to the extent that(i) the Borrower reasonably believes, upon advice of counsel, that it is so required by applicableRequirements of Law or (ii) the applicable information is generally available to the public otherthan as a result of any breach of this Agreement; provided further that, prior to making any pressannouncement or public statement with respect to the Loans or any Loan Document in relianceupon the preceding proviso, the Borrower shall consult with DOE reasonably in advance of suchdisclosure to discuss whether such disclosure is required and to agree upon the form andsubstance of such disclosure.

9.30 IPO and Other Equity Offerings.

(a) Neither Holding nor the Borrower shall at any time initiate,manage, conduct, coordinate or facilitate any Equity Offering unless the Borrowerreceives the following applicable percentage of the Net Offering Proceeds from eachEquity Offering:

(i) at least 75% in the aggregate of the Net Offering Proceedsfrom each Equity Offering that occurs at any time after January 1, 2010 but priorto an IPO (each Equity Offering referred to in this clause (i), a “Pre-IPO EquityOffering”);

(ii) at least 75% in the aggregate of the Net Offering Proceedsfrom an IPO; and

(iii) at least 50% in the aggregate of the Net Offering Proceedsfrom each Equity Offering that occurs after an IPO (each Equity Offering referredto in this clause (iii), a “Follow-On Equity Offering”).

(b) Such Net Offering Proceeds may only be used by the Borrower foractivities permitted by this Agreement; provided that in no event may any such NetOffering Proceeds be used to pay bonuses or other compensation to officers, directors,employees or consultants of Holding, the Borrower or any of their subsidiaries in excessof the amounts contemplated by the Business Plan.

ARTICLE X

EVENTS OF DEFAULT AND REMEDIES

10.1 Events of Default. The occurrence of any of the following events shallconstitute an “Event of Default” hereunder.

(a) Failure to Make Payment Under Loan Documents. The Borrowershall fail to pay, in accordance with the terms of the Loan Documents (whether by scheduledmaturity, required prepayment, by acceleration or otherwise), (i) any principal of any Loan or

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any Reimbursement Obligation on or before the date such amount is due, or (ii) any interest, fee,charge or other amount due under any Loan Document for a period of three Business Days afterthe date such amount is due.

(b) Outstanding Principal Amount. The outstanding principal amountof the Karma Loan at any time exceeds the Maximum Karma Loan Amount or the outstandingprincipal amount of the Nina Loan at any time exceeds the Maximum Nina Loan Amount.

(c) Misstatements; Omissions. Any representation or warrantyconfirmed or made in any Loan Document by or on behalf of any Obligor or in any certificate,financial statement or other document (including the Information Certificate, the CollateralSchedules or any Advance Request) provided by or on behalf of any Obligor to any Lender Partyor their respective designees, agents or representatives pursuant to or in connection with thetransactions contemplated by the Transaction Documents shall be found to have been incorrect,false or misleading in any material respect (except such representations and warranties that bytheir terms are qualified by materiality or Material Adverse Effect, which representations andwarranties shall be true and correct in all respects) when made or deemed to have been made (itbeing understood that any certification by any Obligor set forth in any such document shall betreated as a representation and warranty hereunder).

(d) Covenants and Other Agreements with Cure Period. Any Obligorshall fail to perform or observe any term, covenant or agreement (other than those set forth inSections 10.1(a), (c) or (e) or any other clause of this Section 10.1) contained in any LoanDocument to which it is a party, where (if such default is remediable) such default has not beenremedied within 30 days or such other time period as may be specified in the applicable LoanDocument after such party receives notice or should reasonably have had Knowledge of suchfailure.

(e) Covenants Without Cure Period. Any Obligor shall fail to performor observe any of its other obligations under (i) any term, covenant or agreement set forth inSections 2.8 or 2.9, in Section 7.1 (but only with respect to maintaining the Borrower’sexistence), in Section 7.7(ii), Article VIII (unless no time period is specified therefor in suchArticle VIII) or in Article IX or (ii) any other negative covenant contained in any LoanDocument to which it is a party, where such default has not been remedied within the cureperiod, if any, specified in such Loan Document.

(f) Breach, Default or Material Adverse Effect Under ProjectDocuments. (i) Any Obligor or any of the Subsidiaries shall breach or default any of the materialagreements, conditions, terms or covenants contained in any Project Document to which it is aparty and such shall breach or default shall continue unremedied beyond any applicable cureperiod set forth therein or (ii) any counterparty to a Project Document shall breach or defaultunder any of the material agreements, conditions, terms or covenants contained therein to theextent such breach or default could reasonably be expected to have a Material Adverse Effect.

(g) Unenforceability, Termination, Repudiation or Transfer of AnyLoan Document.

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(i) Any Obligor or any of the Subsidiaries admits its inabilityto, or intention not to, perform or comply with any material provisions orobligations under any Loan Document.

(ii) This Agreement or any of the other Loan Documents or anymaterial provision hereof or thereof at any time for any reason (i) is or becomesinvalid, illegal, void or unenforceable or any party thereto shall have repudiated ordisavowed or taken any action to challenge the validity or enforceability of suchagreement, or (ii) ceases to be in full force and effect, or any Obligor so asserts,prior to the repayment in full of all Governmental Secured Obligations and thereduction of the Loan Commitment Amounts to zero.

(h) Security Interests. Any of the Security Documents shall fail toprovide the Liens, security interests, rights, titles, interests, remedies, powers or privilegesintended to be created thereby (including the priority intended to be created thereby) or any suchLien shall fail to have the priority contemplated therefor in such Security Documents, or anysuch Security Document or Lien shall cease to be in full force and effect, or the validity thereofor the applicability thereof to the Governmental Secured Obligations, or any other obligationspurported to be secured or guaranteed thereby or any part thereof, shall be disaffirmed by or onbehalf of any Obligor or any other party thereto.

(i) Change of Control. A Change of Control shall occur that has notbeen approved in writing by DOE.

(j) Key Personnel. Henrik Fisker and Bernhard Koehler are no longerresponsible for the management of the Borrower.

(k) Default under Other Indebtedness.

(i) The Borrower or any of its Subsidiaries shall default in thepayment of any principal, interest or other amount due under any agreement orinstrument evidencing, or under which the Borrower or any of its Subsidiaries hasoutstanding at any time, any Indebtedness (other than the Loans) in an aggregateprincipal amount in excess of $5,000,000 for a period beyond any applicablegrace period; or

(ii) Any other default occurs under any such agreement orinstrument, if the effect of such default is to accelerate, or to permit theacceleration of, the maturity of such Indebtedness or to require the prepayment,redemption, repurchase or defeasance thereof prior to its stated maturity.

(l) Judgments. (i) One or more judgments shall be entered against anyObligor or any of the Subsidiaries for the payment of money in excess of $5,000,000 in theaggregate to the extent not covered by insurance that is in compliance with this Agreement andas to which the insurance company has acknowledged coverage, which shall not be vacated,discharged or stayed or bonded pending appeal for a period of 30 consecutive days and duringwhich period a stay of enforcement shall not be in effect; or (ii) one or more judgments shall beentered against any Obligor or any of the Subsidiaries that are non-monetary in nature which,

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individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectand which shall not be vacated, discharged or stayed or bonded pending appeal for a period of 30consecutive days and during which period a stay of enforcement shall not be in effect.

(m) Bankruptcy; Insolvency.

(i) Involuntary Bankruptcy, Etc. (i) a court of competentjurisdiction shall enter a decree or order for relief in respect of any Obligor or anyof the Subsidiaries in any Insolvency Proceeding; or (ii) an Insolvency Proceedingshall have been commenced against any Obligor or any of the Subsidiaries andsuch proceeding (in the case of this clause (ii)) continues undismissed for 60 days.

(ii) Voluntary Bankruptcy, Etc. The institution or consent byany Obligor or any of the Subsidiaries of or to any Insolvency Proceeding; or theadmission by it in writing of its inability to pay its Indebtedness generally as itbecomes due or its general failure to pay its Indebtedness as it becomes due; orany Obligor or any of the Subsidiaries shall make any assignment for the benefitof creditors; or any other event shall have occurred that under any Requirement ofLaw would have an effect analogous to any of those events listed above in thisSection 10.1(m) with respect to any such Person; or any action is taken by anysuch Person or its board of directors or other governing body for the purpose ofeffecting any of the foregoing.

(n) Governmental Approvals. Any Obligor or any of the Subsidiariesshall fail to obtain, renew, maintain or comply with any Governmental Approval, or any suchGovernmental Approval shall be rescinded, terminated, suspended, modified, withdrawn orwithheld or shall be determined to be invalid or shall cease to be in full force and effect; or anyproceedings shall be commenced by or before any Governmental Authority for the purpose ofrescinding, terminating, suspending, modifying or withholding any Governmental Approval ifsuch failure, termination, revocation, proceeding or other event, individually or in the aggregate,has had or could reasonably be expected to have a Material Adverse Effect.

(o) Required Insurance. Any of the insurance policies requiredpursuant to Section 7.4 shall lapse or terminate for any reason and shall not be replaced withcomparable insurance policies complying with the requirements of Section 7.4 within 30 days.

(p) Force Majeure. Development or operation of either Project shallbe suspended as a result of the occurrence of an Event of Force Majeure for a period of 180 ormore consecutive days.

(q) Failure to Achieve Milestones. The Borrower shall fail to achieveany Milestone by the relevant Milestone Completion Date.

(r) ERISA Events. There occurs one or more ERISA Events whichindividually or in the aggregate results in, or could reasonably be expected to result in, liabilityof the Borrower, any of its Subsidiaries or any of its ERISA Affiliates in excess of $5,000,000during the term of this Agreement; or there exists, an amount of full or partial withdrawalliability, individually or in the aggregate for all Multiemployer Plans which exceeds $5,000,000.

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(s) Certain Governmental Actions. Any Governmental Authority shall(i) condemn or assume custody of all or any substantial part of the property or assets of theBorrower or any of its Subsidiaries or (ii) take action to displace the management of theBorrower or any of its Subsidiaries.

(t) Casualty; Condemnation. Any real property (including realproperty owned or used by Valmet for the Karma Project) shall be destroyed or condemned ifsuch destruction or condemnation, individually or in the aggregate, could reasonably be expectedto have a Material Adverse Effect unless such destroyed or condemned real property has beenrestored or replaced with the proceeds of insurance maintained in accordance with Section 7.5within 180 days of such destruction or condemnation .

(u) Failure to Comply with Requirements of Law. The Borrower orany Subsidiary shall fail to comply with any applicable Requirements of Law if such failure,individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(v) Material Adverse Effect. An event has occurred, or is reasonablyexpected to occur, with respect to any Obligor, any Subsidiary, or the Collateral that couldreasonably be expected to have a Material Adverse Effect.

(w) Debt Service Reserve. The Borrower shall fail to maintain anamount equal to the Debt Service Reserve Requirement in the Debt Service Reserve Account.

(x) Working Capital Facility. The committed working capital facilitycontemplated by Section 5.1(x) shall not have been definitively documented and become a fullybinding obligation of the provider thereof prior the earlier of (i) the expiration or termination ofthe applicable commitment letter and (ii) June 30, 2010 (the earlier of (i) and (ii), the “WCFDeadline”) and the Borrower shall fail to have either (x) replaced the proposed working capitalfacility with a new fully documented and binding working capital facility with a lendersatisfactory to DOE providing financing on equivalent terms and in equivalent amounts (or onother terms satisfactory to DOE) or (y) received cash proceeds from the sale of Holding’s CapitalStock (in addition to the equity proceeds contemplated by the Milestones) in amount equal to theloans that were to be provided by the proposed working capital facility, in either case, no laterthan 30 days following the WCF Deadline.

For the avoidance of doubt each clause of this Section 10.1 shall operate independently, and theoccurrence of any such event shall constitute an Event of Default.

10.2 Remedies; Waivers.

(a) Upon the occurrence of and during the continuance of an Event ofDefault, DOE may exercise any one or more of the rights and remedies set forth below:

(i) declare all or any portion of the indebtedness andobligations of every type or description owed by the Borrower to DOE and FFBunder this Agreement and each other Loan Document to be immediately due andpayable, and the same shall thereupon be immediately due and payable, without

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any other presentment, demand, diligence, protest, notice of acceleration or othernotice of any kind, all of which the Borrower hereby waives;

(ii) exercise any rights and remedies available under the LoanDocuments;

(iii) take whatever action at law or in equity as may appearnecessary or desirable in its judgment to collect the amounts then due andthereafter to become due under the Loan Documents or to enforce performance ofany obligation of any Obligor under the Loan Documents;

(iv) (A) refuse, and the Lender Parties shall not be obligated, tomake any further Advances, and (B) reduce the Loan Commitment Amount tozero;

(v) take those actions necessary to perfect and maintain theLiens of the Security Documents pursuant to which assets have been pledged ascollateral for the repayment under the Loan Documents; and/or

(vi) set off and apply such amounts to the satisfaction of theSecured Obligations under all of the Loan Documents, including any moneys ofany Obligor on deposit with any Lender Party.

(b) Upon the occurrence of an Event of Default referred to inSection 10.1(m), (i) the Loan Commitment Amount shall automatically be reduced to zero, and(ii) each Advance made under the Notes, together with interest accrued thereon and all otheramounts due under the Notes, this Agreement and the other Loan Documents, shall immediatelymature and become due and payable, without any other presentment, demand, diligence, protest,notice of acceleration, or other notice of any kind, all of which the Borrower hereby expresslywaives.

(c) Unless otherwise expressly provided, no remedy herein conferredupon or reserved is intended to be exclusive of any other available remedy, but each remedyshall be cumulative and shall be in addition to other remedies given under the Loan Documentsor existing at law or in equity. No delay or failure to exercise any right or power accruing underany Loan Document upon the occurrence and during the continuance of any Event of Default orotherwise shall impair any such right or power or shall be construed to be a waiver thereof, butany such right and power may be exercised from time to time and as often as may be deemedexpedient.

(d) In order to entitle DOE to exercise any remedy reserved to DOE inthis Agreement, it shall not be necessary to give any notice, other than such notice as may berequired in this Agreement or any other Loan Document or under applicable Requirements ofLaw.

(e) If any proceeding has been commenced to enforce any right orremedy under this Agreement, and such proceeding has been discontinued or abandoned for anyreason, or has been determined adversely to DOE or FFB, then and in every such case, subject,

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in each case, to any determination in such proceeding, (i) the parties hereto shall be restored totheir respective former positions hereunder, and, (ii) thereafter, all rights and remedies of DOEor FFB, as the case may be, shall continue as though no such proceeding had been instituted.

(f) Whenever an Event of Default has occurred and is continuing,DOE shall have the right to deliver a Notice of Default (as defined in the Collateral AgencyAgreement) to the Collateral Agent. If thereafter all Events of Default have been cured orwaived in accordance with this Agreement, then upon written request of the Borrower, DOEagrees to promptly deliver to the Collateral Agent a notice of cancellation of any Notice ofDefault previously delivered to the Collateral Agent if and to the extent permitted by Section 2.1of the Collateral Agency Agreement.

(g) DOE shall have the right, to be exercised (or not) in its completediscretion, to waive any covenant, Default or Event of Default by a writing setting forth theterms, conditions and extent of such waiver signed by DOE and delivered to the other partieshereto. Any such waiver may only be effected in writing duly executed by DOE, and no othercourse of conduct shall constitute a waiver of any provision hereof. Unless such writingexpressly provides to the contrary, any waiver so granted shall extend only to the specific eventor occurrence so waived and not to any other similar event or occurrence that occurs subsequentto the date of such waiver.

(h) For the purpose of enabling DOE to exercise the rights andremedies under this Section 10.2, Borrower and each of its Subsidiaries hereby grant to DOE anirrevocable, non-exclusive, worldwide license (exercisable upon the occurrence of and during thecontinuance of an Event of Default) without payment of royalty or other compensation toBorrower or any of its Subsidiaries, subject, in the case of Trademarks owned by the Borrower orany of its Subsidiaries, to sufficient rights to quality control and inspection in favor of theBorrower or such Subsidiary, as the case may be, to avoid the risk of invalidation of saidTrademarks, to use, operate under, license, or sublicense any of the Intellectual Property nowowned or hereafter acquired by the Borrower, wherever the same may be located, including insuch license reasonable access to all media in which any of the licensed items may be recordedor stored and to all computer software and programs used for the compilation or printout thereof.

10.3 Accelerated Advances. Upon the delivery of a notice of acceleration, theaccelerated amount due and payable under the Notes shall be the Prepayment Price (as defined inand determined pursuant to the relevant Note) under such Notes.

ARTICLE XI

THE COLLATERAL AGENT

11.1 Appointment. DOE hereby irrevocably designates and appoints, and, byaccepting the benefits of this Agreement and the other Loan Documents, each of FFB and eachholder of the Notes hereby irrevocably designates and appoints, the Collateral Agent as its agentunder the Collateral Agency Agreement and the other Loan Documents, and irrevocablyauthorize the Collateral Agent, in such capacity, to (a) take such action on its behalf under theprovisions of the Collateral Agency Agreement and the other Loan Documents and to exercise

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such powers and perform such duties as are expressly delegated to the Collateral Agent by theterms of the Collateral Agency Agreement and the other Loan Documents, together with suchother powers as are reasonably incidental thereto and (b) enter into any and all SecurityDocuments and the Collateral Agency Agreement and such other documents and instruments asshall be necessary to give effect to (A) the ranking and priority of Indebtedness and otherextensions of credit and obligations contemplated by the Collateral Agency Agreement, (B) thesecurity interests in the Collateral purported to be created by the Security Documents and (C) theother terms and conditions of the Collateral Agency Agreement. Each of DOE, FFB and eachholder of the Notes further hereby agrees to be bound by the terms of the Collateral AgencyAgreement to the same extent as if it were a party thereto. Notwithstanding any provision to thecontrary elsewhere in this Agreement, the Collateral Agent shall not have any duties orresponsibilities, except those expressly set forth herein, in the Collateral Agency Agreement or inany other Loan Document to which it is a party, or any fiduciary relationship with DOE, FFB orany holder of the Notes, and no implied covenants, functions, responsibilities, duties, obligationsor liabilities shall be read into this Agreement, the Collateral Agency Agreement or any otherLoan Document or otherwise exist against the Collateral Agent.

11.2 Delegation of Duties. The Collateral Agent may execute any of its powersand perform its duties under this Agreement and the other Loan Documents directly by or by orthrough agents or attorneys-in-fact. The Collateral Agent shall be entitled to advice of counselconcerning all matters pertaining to such powers and duties. The Collateral Agent shall not beresponsible for the negligence or misconduct of any agents or attorneys-in-fact selected by itwithout gross negligence or willful misconduct.

11.3 Exculpatory Provisions. Neither the Collateral Agent nor any of itsofficers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for anyaction lawfully taken or omitted to be taken by it or such Person under or in connection with thisAgreement or any other Loan Document (except to the extent that any of the foregoing resultedfrom its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in anymanner to any of DOE, FFB or any holder of the Notes for any recitals, statements,representations or warranties made by any Obligor or any officer thereof contained in thisAgreement or any other Loan Document or in any certificate, report, statement or otherdocument referred to or provided for in, or received by the Collateral Agent under or inconnection with, this Agreement or any other Loan Document or for the value, validity,effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other LoanDocument or for any failure of any Obligor party thereto to perform its obligations hereunder orthereunder. The Collateral Agent shall not be under any obligation to DOE, FFB or any holderof any Note to ascertain or to inquire as to the observance or performance of any of theagreements contained in, or conditions of, this Agreement or any other Loan Document, or toinspect the properties, books or records of any Obligor.

11.4 Non-Reliance on the Collateral Agent. Each of DOE, FFB and eachholder of the Notes expressly acknowledges that neither of the Collateral Agent nor any of itsofficers, directors, employees, agents, attorneys-in-fact or affiliates has made any representationsor warranties to it and that no act by the Collateral Agent hereafter taken, including any reviewof the affairs of an Obligor or an affiliate of an Obligor, shall be deemed to constitute anyrepresentation or warranty by the Collateral Agent to DOE, FFB or any holder of the Notes. Each

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of DOE, FFB and each holder of the Notes represents to the Collateral Agent that it has,independently and without reliance upon the Collateral Agent, and based on such documents andinformation as it has deemed appropriate, made its own appraisal of and investigation into thebusiness, operations, property, financial and other condition and creditworthiness of the Obligorsand their affiliates and made its own decision to make its Loans and other extensions of credithereunder and enter into this Agreement. Each of DOE, FFB and each holder of the Notes alsorepresents that it will, independently and without reliance upon the Collateral Agent, and basedon such documents and information as it shall deem appropriate at the time, continue to make itsown credit analysis, appraisals and decisions in taking or not taking action under this Agreementand the other Loan Documents, and to make such investigation as it deems necessary to informitself as to the business, operations, property, financial and other condition and creditworthinessof the Obligors and their affiliates.

11.5 Collateral Agent in Its Individual Capacity. The Collateral Agent and itsAffiliates may make loans to, accept deposits from and generally engage in any kind of businesswith any Obligor or any Subsidiary as though it were not the Collateral Agent.

ARTICLE XII

MISCELLANEOUS

12.1 Amendments, etc. This Agreement and each other Loan Document maybe amended, modified or terminated only by written instrument or written instruments signed bythe parties hereto or thereto, as applicable, and, if DOE is not a party thereto, with the priorwritten consent of DOE. To the fullest extent permitted by applicable Requirements of Law, noact or course of dealing shall be deemed to constitute an amendment, modification or terminationhereof.

12.2 Delay and Waiver. No delay or omission in exercising any right, power,privilege or remedy under this Agreement or any other Loan Document, including any rights andremedies in connection with the occurrence of a Default or Event of Default shall impair anysuch right, power, privilege or remedy of the Lender Parties, nor shall it be construed to be awaiver of any right, power, privilege or remedy or of any breach or default, or an acquiescencetherein, or in any similar breach or default thereafter occurring, nor shall any waiver of anysingle right, power, privilege or remedy, or of any breach or default be deemed a waiver of anyother right, power, privilege or remedy or of any other breach or default therefore or thereafteroccurring. Any waiver, permit, consent or approval of any kind or character on the part of any ofthe Lender Parties of any right, power, privilege or remedy including any rights and remedies inconnection with the occurrence of a Default or Event of Default or of any other breach or defaultunder this Agreement or any other Loan Document, or any waiver on the part of any of theLender Parties of any provision or condition of this Agreement or any other Loan Document,must be in writing and shall be effective only to the extent in such writing specifically set forth.All rights, powers, privileges and remedies, either under this Agreement or any other LoanDocument or by law or otherwise afforded to any of the Lender Parties, shall be cumulative andnot alternative and not exclusive of any other rights, powers, privileges and remedies that suchLender Parties may otherwise have.

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12.3 Right of Set-Off. In addition to any rights now or hereafter granted underRequirements of Law or otherwise, and not by way of limitation of any such rights, upon theoccurrence and during the continuance of an Event of Default, each of DOE, FFB and eachsubsequent holder of any Note or any portion of any Note is hereby authorized at any time orfrom time to time, without presentment, demand, protest or other notice of any kind to theBorrower or to any other Person, any such notice being hereby expressly waived, to set off andto appropriate and apply any and all deposits (general or special, time or demand, provisional orfinal) and any other Indebtedness at any time held or owing by DOE, FFB or any suchsubsequent holder, as the case may be, (including by any of its branches and agencies whereverlocated) to or for the credit or the account of any Obligor against and on account of theGovernmental Secured Obligations and liabilities of any Obligor to DOE, FFB or any suchsubsequent holder, as the case may be, under this Agreement or any other Loan Document. Eachof DOE, FFB and each subsequent holder of any Note or any portion of any Note agreespromptly to notify the Borrower after any such setoff and application made by it; provided, thatthe failure to give such notice shall not affect the validity of such setoff and application.

12.4 Survival of Representations and Warranties. All representations andwarranties made hereunder, in the other Loan Documents and in any document, certificate orstatement delivered pursuant hereto or thereto or in connection herewith or therewith (includingthe Information Certificate or any Advance Request) shall survive the execution and delivery ofthis Agreement and the making of the Advances under the Funding Agreements.

12.5 Notices. Except to the extent otherwise expressly provided herein or asrequired by applicable Requirements of Law, all notices, reports, requests and demands to orupon the respective parties hereto shall not be effective unless given or made in writing(including by facsimile or electronic transmission in Electronic Format) and, unless otherwiseexpressly provided herein, shall be deemed to have been duly given or made when (i) deliveredby hand, if signed for by or on behalf of the receiving party, (ii) if delivered by mail, threeBusiness Days after being deposited in the mail, postage prepaid, provided that an email shall besent concurrently to the addressee notifying it of such mail, (iii) if deposited with aninternationally recognized overnight courier service for overnight delivery to the receiving party,one Business Day after being deposited with such service, provided that an email shall be sentconcurrently to the receiving party notifying it of such overnight delivery (iv) if delivered byfacsimile transmission, when receipt thereof has been confirmed by telephone or facsimile by thereceiving party, and (v) if transmitted electronically, upon receipt of electronic, telephone orfacsimile confirmation of the recipient’s receipt thereof, in each case when sent to the relevantparty at the facsimile number or address set forth with respect to such Person below:

If to DOE:

DirectorAdvanced Technology Vehicles Manufacturing Loan ProgramCF-1.4United States Department of Energy1000 Independence Avenue, SWWashington, DC 20585Telephone: (202) 586-8146

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Facsimile: (202) 586-7809Email: fiskeratvmtransaction@hq.doe.gov

with a copy to (which copy shall not constitute notice):

Office of the General CounselGC-1United States Department of Energy1000 Independence Avenue, SWWashington, DC 20585Telephone: (202) 586-5281Facsimile: (202) 586-1499Email: fiskeratvmtransaction@hq.doe.gov

If to the Borrower or Holding:

Fisker Automotive, Inc.19 Corporate ParkIrvine, CA 92606Attention: Joseph H. DaMour, CFOTelephone:Facsimile:Email:

or, as to each party, such other address or facsimile number as shall be designated by such partyin a written notice to each other party hereto.

12.6 Severability; Consents.

(a) The holding by any court of competent jurisdiction that anyremedy pursued by DOE hereunder is unavailable or unenforceable shall not affect in any waythe ability of DOE to pursue any other remedy available to it. In the event any provision of thisAgreement shall be held invalid or unenforceable by any court of competent jurisdiction, theparties hereto agree that such provision shall be ineffective only to the extent of such invalidityor unenforceability without invalidating the remainder of such provision or any other provisionsof this Agreement and shall not invalidate or render unenforceable any other provision hereof.

(b) In the event that DOE’s consent is required under any of the LoanDocuments, the determination whether to grant or withhold such consent shall be made by DOEin its sole discretion without any implied duty towards any other Person, except as otherwiseexpressly provided therein.

12.7 Judgment Currency. The Borrower agrees, to the fullest extent permittedunder applicable Requirements of Law, to indemnify DOE and FFB against any loss incurred byDOE or FFB, as the case may be, as a result of any judgment or order being given or made forany amount due DOE or FFB hereunder or under any other Loan Document and such judgmentor order being expressed and to be paid in a currency (the “Judgment Currency”) other than U.S.Dollars (the “Currency of Denomination”) and as a result of any variation between (i) the rate of

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exchange at which amounts in the Currency of Denomination are converted into JudgmentCurrency for the purpose of such judgment or order, and (ii) the rate of exchange at which DOEor FFB would have been able to purchase the Currency of Denomination with the amount of theJudgment Currency actually received by DOE or FFB, as the case may be, had DOE or FFB, asthe case may be, utilized the amount of Judgment Currency so received to purchase the Currencyof Denomination as promptly as practicable upon receipt thereof. The foregoing indemnity shallcontinue in full force and effect notwithstanding any such judgment or order as aforesaid. Theterm “rate of exchange” shall include any premiums and costs of exchange payable in connectionwith the purchase of, or conversion into, the relevant Currency of Denomination that aredocumented and reasonable in light of market conditions at the time of such conversion.

12.8 Indemnification.

(a) In addition to any and all rights of reimbursement, indemnification,subrogation or any other rights pursuant to this Agreement or under law or in equity, theBorrower hereby agrees that it will pay, and will protect, indemnify, and hold harmless DOE,FFB, each other governmental agency and instrumentality of the United States and each otherholder or holders of the Notes or any portion thereof, the Collateral Agent and their respectivedesignees, agents and contractors, DOE’s Consultants and their respective designees, agents andcontractors, and all of their respective directors, officers and employees (each, an “IndemnifiedPerson”), on an after-tax basis, from and against (and will reimburse each Indemnified Person asthe same are incurred for) any and all losses, claims, damages, liabilities or other expenses(including, to the extent permitted by applicable Requirements of Law, the reasonable fees,disbursements and other charges of counsel but not including the expenses incurred by DOE inconnection with the preparation, negotiation, execution and delivery of any TransactionDocuments) to which such Indemnified Person may become subject arising out of or relating toany or all of the following (each, an “Indemnified Liability”): (i) the execution or delivery of thisAgreement, any Transaction Document or any agreement or instrument contemplated hereby orthereby, the performance by the parties hereto or thereto of their respective obligations hereunderor thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) theenforcement or preservation of any rights under this Agreement, any Transaction Document orany agreement or instrument prepared in connection herewith or therewith, (iii) any Loan or theuse or proposed use of the proceeds thereof, (iv) any actual or alleged presence or Release ofHazardous Substance, on, under or originating from any property owned, occupied or operatedby the Borrower or any of its Affiliates, or any environmental liability related in any way to theBorrower or any of its Affiliates or any of its properties, or (v) any actual or prospective claim,litigation, investigation or proceeding relating to any of the foregoing, whether based on contract,tort or any other theory, whether brought by any third party or by the Borrower or any of itsAffiliates or otherwise, and regardless of whether any Indemnified Person is a party thereto, suchitems (i) through (v) including, to the extent permitted by applicable Requirements of Law, thefees of counsel selected by such Indemnified Person incurred in connection with anyinvestigation, litigation or other proceeding or in connection with enforcing the provisions of thisSection 12.8, provided that the Borrower shall not have any obligation under this Section 12.8 toany Indemnified Person with respect to Indemnified Liabilities to the extent they arise from thegross negligence or willful misconduct of such Indemnified Person or a material breach of suchIndemnified Person’s obligations hereunder (as determined pursuant to a final, non-appealable

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judgment by a court of competent jurisdiction). Any claims under this Section 12.8 in respect ofany Indemnified Liabilities are referred to herein, collectively, as “Indemnity Claims”.

(b) All sums paid and costs incurred by any Indemnified Person withrespect to any matter indemnified hereunder shall bear interest at the Late Charge Rateapplicable to Advances made under the Funding Agreements as set forth in Section 12.8(d), andall such sums and costs shall be added to the Karma Note Secured Obligations and the Nina NoteSecured Obligations, as applicable, and be secured by the Security Documents and shall beimmediately due and payable on demand. Each such Indemnified Person shall promptly notifythe Borrower in a timely manner of any such amounts payable by the Borrower hereunder,provided that any failure to provide such notice shall not affect the Borrower’s obligations underthis Section 12.8.

(c) The provisions of this Section 12.8 shall survive foreclosure underthe Security Documents and satisfaction or discharge of the Governmental Secured Obligations,and shall be in addition to any other rights and remedies of any Indemnified Person.

(d) Any amounts payable by the Borrower pursuant to thisSection 12.8 shall be payable within the later to occur of (i) ten Business Days after the Borrowerreceives an invoice for such amounts from any applicable Indemnified Person, and (ii) fiveBusiness Days prior to the date on which such Indemnified Person expects to pay such costs onaccount of which the Borrower’s indemnity hereunder is payable, and if not paid by suchapplicable date shall bear interest at the Late Charge Rate from and after such applicable dateuntil paid in full.

(e) Upon payment of any Indemnity Claim by the Borrower pursuantto this Section 12.8, the Borrower, without any further action, shall be subrogated to any and allclaims that the applicable Indemnified Person may have relating thereto, and such IndemnifiedPerson shall at the request and expense of the Borrower cooperate with the Borrower and give atthe request and expense of the Borrower such further assurances as are necessary or advisable toenable the Borrower vigorously to pursue such claims.

(f) No Indemnified Person shall be obliged to pursue first anyrecovery under any other indemnity or reimbursement obligation before seeking recovery underthe indemnification and reimbursement obligations of the Borrower under this Agreement.

(g) If and to the extent that DOE (i) shall be fully paid in cash orimmediately-available funds by the Borrower for any Reimbursement Obligations in respect ofany payments of Reimbursement Amounts, DOE shall not be entitled to be indemnified inrespect of such payments under this Section 12.8 and (ii) shall be fully paid in cash orimmediately available funds in respect of any Indemnified Liability pursuant to this Section 12.8,DOE shall not be entitled to be reimbursed under Section 4.1 for such Indemnified Liability,provided that in the event that DOE shall be entitled at any time to seek reimbursement andindemnification in respect of any item pursuant to both Section 4.1 and this Section 12.8, thenDOE shall be entitled to be paid, and may elect, in its sole and absolute discretion, to seekrecovery, under either of such sections, either sequentially, concurrently or in the alternative, andprovided further that in the event that any amount that DOE shall be entitled to be paid under

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either Section 4.1 or this Section 12.8, as applicable, shall not be equal to the amount that DOE isentitled to be paid under the other such section, then DOE shall be entitled to be paid the lesseramount under either applicable section, at its option as set forth in the preceding proviso,together any additional amounts payable under the other applicable section.

12.9 Limitation on Liability. No claim shall be made by any Obligor or any ofits Affiliates against any Lender Party or any of their respective Affiliates, directors, employees,attorneys or agents for any special, indirect, consequential or punitive damages (whether or notthe claim therefor is based on contract, tort or duty imposed by law), in connection with, arisingout of or in any way related to the transactions contemplated by this Agreement or the otherLoan Documents or any act or omission or event occurring in connection therewith; and theBorrower, for itself and the other Obligors and their Affiliates, hereby waives, releases andagrees not to sue upon any such claim for any such damages, whether or not accrued and whetheror not known or suspected to exist in its favor.

12.10 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inureto the benefit of the parties hereto and their respective successors and permitted assigns.

(b) Neither the Borrower nor Holding may assign or otherwise transfer(whether by operation of law or otherwise) any of its rights or obligations under this Agreementor under any other Loan Document without the prior written consent of DOE and/or FFB, as thecase may be.

(c) FFB may assign any or all of its rights, benefits and obligationsunder the Loan Documents and with respect to the Collateral in accordance with the provisionsof the Funding Agreements; provided that such assignee, by accepting the benefits of thisAgreement and the other Loan Documents, (x) hereby irrevocably designates and appoints DOEto act as its agent hereunder and under the Loan Documents, (y) hereby irrevocably authorizesDOE to take such action on its behalf under the provisions of this Agreement and the other LoanDocuments and to exercise such powers and perform such duties as are necessary or appropriate,as determined by DOE, under the Loan Documents and (z) hereby authorizes DOE to enter intoall such amendments or modifications of any Loan Document on behalf of such assignee and orgrant all waivers as are necessary or appropriate, as determined by DOE, under the LoanDocuments (other than amendments to the Note, which amendments shall also require theconsent of such assignee), provided further, however, that (i) neither DOE nor any of its officers,directors, employees, agents, attorneys-in-fact or affiliates shall be (A) liable to any assignee forany action lawfully taken or omitted to be taken by it or such Person under or in connection withthis Agreement or any other Loan Document or (B) responsible in any manner to any assigneefor any recitals, statements, representations or warranties made by any Obligor or any officerthereof contained in this Agreement or any other Loan Document or in any certificate, report,statement or other document referred to or provided for in, or received by DOE under or inconnection with, this Agreement or any other Loan Document or for the value, validity,effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other LoanDocument or for any failure of any Obligor party thereto to perform its obligations hereunder orthereunder and (ii) DOE may conclusively rely upon information supplied by FFB or such

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assignee in taking any action, or exercising any rights, in accordance with the terms of thisSection 12.10.

12.11 Participations. FFB may from time to time sell or otherwise grantparticipations in any or all of its rights and obligations under the Loan Documents and withrespect to the Collateral without the consent of the Borrower or any Collateral Agent; provided,however, that, notwithstanding the foregoing, following the grant of any participation, FFB shallcontinue to remain fully liable for its duties and obligations hereunder and under the Note andthe Borrower and the Lender Parties shall continue to deal solely and directly with FFB inconnection with FFB’s rights and obligations under this Agreement and the other LoanDocuments.

12.12 Further Assurances and Corrective Instruments. To the extent permittedby Requirements of Law, the Borrower shall, upon the written request of DOE, from time totime, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered,within a reasonable period of such request, such amendments or supplements hereto, and suchfurther instruments, and take such further actions, as may be necessary in DOE’s reasonablejudgment to effectuate the intention, performance and provisions hereof.

12.13 Reinstatement. Where any discharge is made in whole or in part, or anyarrangement is made on the faith of, any payment, security or other disposition which is avoidedor must be repaid, whether upon the insolvency, bankruptcy, liquidation or other similarproceeding or otherwise pursuant to any applicable Requirements of Law, the liability of theBorrower under this Agreement shall, to the fullest extent permitted under applicableRequirements of Law, continue as if there had been no such discharge or arrangement. DOEshall be entitled to concede or compromise any claim that any such payment, security or otherdisposition is liable to avoidance or repayment.

12.14 Governing Law; Waiver Of Jury Trial.

(a) THIS AGREEMENT, AND THE RIGHTS AND OBLIGATIONSOF THE PARTIES HEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED ANDINTERPRETED IN ACCORDANCE WITH, FEDERAL LAW AND NOT THE LAW OF ANYSTATE OR LOCALITY. TO THE EXTENT THAT A COURT LOOKS TO THE LAWS OFANY STATE TO DETERMINE OR DEFINE THE FEDERAL LAW, IT IS THE INTENTIONOF THE PARTIES HERETO THAT SUCH COURT SHALL LOOK ONLY TO THE LAWSOF THE STATE OF NEW YORK WITHOUT REGARD TO THE RULES OF CONFLICTSOF LAWS.

(b) THE PARTIES HERETO EACH HEREBY WAIVE ANY RIGHTTO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISINGOUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION RELATEDHERETO OR THERETO TO THE FULLEST EXTENT PERMITTED BY APPLICABLELAW.

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12.15 Submission to Jurisdiction, Etc.

(a) Any legal action or proceeding against the Borrower with respectto or arising out of this Agreement or any other Loan Document may, to the fullest extentpermitted by applicable law, be brought in or removed to the U.S. District Court for the Districtof Columbia or any other federal court of competent jurisdiction in any other jurisdiction wherethe Borrower or any of its property may be found. By execution and delivery of this Agreement,the Borrower accepts, for itself and in respect of its property, generally and unconditionally, thenon-exclusive jurisdiction of the aforesaid court for legal proceedings arising out of or inconnection with this Agreement or any other Loan Document. The Borrower hereby waives, tothe fullest extent permitted by applicable law, any right to stay or dismiss any action orproceeding under or in connection with this Agreement or any other Loan Document broughtbefore the foregoing courts on the basis of forum non-conveniens or improper venue. TheBorrower agrees that a judgment obtained in any such action may be enforced in any otherfederal court of competent jurisdiction, by suit upon such judgment, a certified copy of whichshall be conclusive evidence of the judgment and of the fact and of the amount of its obligation.

(b) The Borrower hereby agrees that process may be served on it bycertified mail, return receipt requested, to its address as specified in Section 12.5 and that suchmailing is sufficient to confer personal jurisdiction over the Borrower in any proceeding in anycourt referred to in Section 12.15(a) and otherwise constitutes effective and binding service inevery respect. Nothing in this Section 12.15 shall affect the right of DOE to serve process in anyother manner permitted by law.

12.16 Entire Agreement. This Agreement and the other Loan Documentsconstitute the entire agreement and understanding, and supersede all prior agreements andunderstandings (both written and oral), between the parties hereto with respect to the subjectmatter hereof and thereof.

12.17 Benefits of Agreement. Nothing in this Agreement or any other LoanDocument, express or implied, shall give to any Person, other than the parties hereto, FFB, eachsubsequent holder of any Note or any portion thereof and the Collateral Agent (and, with respectto Section 12.8 only, the Indemnified Persons), and their respective successors and permittedassigns hereunder or thereunder, any benefit or any legal or equitable right or remedy under thisAgreement.

12.18 Headings. Paragraph headings have been inserted in the Loan Documentsas a matter of convenience for reference only and it is agreed that such paragraph headings arenot a part of the Loan Documents and shall not be used in the interpretation of any provision ofthe Loan Documents.

12.19 Counterparts. This Agreement may be executed in counterparts of theparties hereof, and each such counterpart shall be considered an original and all suchcounterparts shall constitute one and the same instrument. The parties may deliver suchcounterparts by facsimile or electronic transmission in Electronic Format. Each party heretoagrees to deliver a manually executed original promptly following such facsimile or electronictransmission.

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12.20 No Partnership; Etc. The Lender Parties and the Borrower intend that therelationship between them shall be solely that of creditor and debtor. Nothing contained in thisAgreement or in any other Loan Document shall be deemed or construed to create a partnership,tenancy-in-common, joint tenancy, joint venture or co-ownership by, between or among theLender Parties and the Borrower or any other Person. The Lender Parties shall not be in any wayresponsible or liable for the indebtedness, losses, obligations or duties of the Borrower or anyother Person with respect to the Projects or otherwise. All obligations to pay real property orother taxes, assessments, insurance premiums, and all other fees and expenses in connection withor arising from the ownership, operation or occupancy of any Project or any other assets of anyObligor and to perform all obligations under the agreements and contracts relating to any Projector any other assets of any Obligor shall be the sole responsibility of the Borrower.

12.21 Releases of Guarantees and Liens.

(a) Notwithstanding anything to the contrary contained herein or inany other Loan Document, DOE is hereby irrevocably authorized to take, and DOE herebyagrees to take promptly, any action reasonably requested by the Borrower, at the Borrower’sexpense, having the effect of releasing, or evidencing the release of, any Collateral or SubsidiaryObligations (including by instructing the Collateral Agent to do so) (i) to the extent necessary topermit consummation of any transaction not prohibited by any Loan Document that has beenconsented to in accordance with Sections 12.1 or 12.2 or (ii) in the case of Collateral, under thecircumstances described in paragraph (b) below.

(b) At such time as the Advances, the Loans, the ReimbursementObligations and all interest, fees and other amounts owing hereunder and under the other LoanDocuments (other than unasserted contingent indemnity obligations under Section 12.8) shallhave been paid in full and the Loan Commitment Amount reduced to zero, the GovernmentalSecured Obligations shall cease to be Secured Obligations and DOE shall provide notice to theCollateral Agent thereof in accordance with Section 6.3 of the Collateral Agency Agreement.

12.22 Independence of Covenants. All covenants hereunder and under the otherLoan Documents shall be given independent effect so that if a particular action or condition isnot permitted by any of such covenants, the fact that it would be permitted by an exception to, orwould otherwise be within the limitations of, another covenant shall not avoid the occurrence ofa Default or an Event of Default if such action is taken or condition exists.

12.23 Marshaling. Neither DOE nor FFB nor any other Secured Party shall beunder any obligation to marshal any assets in favor of any Obligor or any other Person or againstor in payment of any or all of the Secured Obligations.

12.24 Pro Rata Treatment. If FFB is not the sole holder of the Notes: eachpayment on account of any Karma Note Obligations or Nina Note Obligations, as the case maybe, to or for the account of one or more of holders of (x) Karma Note in respect of Karma NoteObligations or (y) Nina Note in respect of Nina Note Obligations, due on a particular day shall beallocated among the respective holders of the Notes entitled to such payments based on theirrespective pro rata shares of the respective Notes and shall be distributed accordingly.

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ANNEX A - 1

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Annex A

DEFINITIONS

“Acceptable Delivery Method” means, with respect to any certificate, document orother item required to be delivered by an Acceptable Delivery Method hereunder, (a)(i)transmission, by an Authorized Transmitter, of such certificate, document or other item inElectronic Format, together with the Transmission Code, and (ii) if, within two Business Days ofDOE’s receipt of a transmission referred to in clause (i) above, DOE shall make a DOEVerification Request with respect to such transmission, the Borrower causing the recipient ofsuch DOE Verification Request, or any other Authorized Transmitter other than the AuthorizedTransmitter that made such transmission, to verify the authenticity of such certificate, documentor other item, (b) delivery of a manually executed original of such certificate, document or otheritem or (c) such other delivery method as the Borrower and DOE shall mutually agree.

“Additional Guarantor” means each Subsidiary that becomes a party to aSubsidiary Guarantee on or after the Principal Instrument Delivery Date pursuant to Sections5.1(a)(iii) or 7.6(a) or 7.6(b) or otherwise.

“Advance” means an advance of funds by FFB to the Borrower under any Note asmay be requested by the Borrower from time to time during the Loan Availability Period.

“Advance Date” means the date on which FFB makes any Advance to theBorrower.

“Advance Request” has the meaning given to such term in Section 2.3(a).

“Advance Request Approval Notice” means a notice substantially in the formincluded in Exhibit A to the Note Purchase Agreement, issued by DOE to FFB and the Borrowerin accordance with, and subject to the fulfillment of the conditions in, Section 2.4(a)(ii).

“Advance Request Delivery Date” has the meaning given to such term inSection 2.3(a).

“Adverse Proceeding” means any action, suit, proceeding (whetheradministrative, judicial or otherwise), governmental investigation or arbitration at law or inequity, or before or by any Governmental Authority, domestic or foreign (including anyEnvironmental Claims) or other regulatory body or any arbitrator whether pending or, to theKnowledge of the Borrower, threatened in writing against or affecting the Borrower, Holding,any of the Subsidiaries or any of their respective property.

“Affected Project” has the meaning given to such term in Section 5.6.

“Affiliate” means, as applied to any Person, (x) any other Person directly orindirectly controlling, controlled by, or under common control with, that Person and (y) inaddition, in the case of any Person that is an individual, each member of such Person’simmediate family, any trusts or other entities established for the benefit of such Person or any

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member of such Person’s immediate family and any other Person controlled by any of theforegoing. For the purposes of this definition, “control” (including, with correlative meanings,the terms “controlling,” “controlled by” and “under common control with”), as applied to anyPerson, means the possession, directly or indirectly, of the power (i) to vote ten percent or moreof the securities having ordinary voting power for the election of directors of such Person, or(ii) to direct or cause the direction of the management and policies of that Person, whetherthrough the ownership of voting securities or by contract or otherwise.

“After Acquired Material Real Property” means (i) any individual fee-ownedinterest in any real property (wherever located) acquired by the Borrower or any of itsSubsidiaries after the date hereof having a fair market value in excess of $1,000,000 as of anydate of determination and (ii) any leasehold or other non-fee-owned interest in real property(wherever located) acquired by the Borrower or any of its Subsidiaries after the date hereof withrespect to which the aggregate payments under the term of the lease or other agreement relatingthereto exceed $1,000,000 per annum.

“Agreed-Upon Procedures Report” has the meaning given to such term inSection 8.3(d).

“Agreement” has the meaning given to such term in the preamble hereto.

“ALTA” means the American Land Title Association.

“Annual Budget” has the meaning given that term in Section 8.2.

“Applicable Regulations” means the final regulations located at 10 C.F.R. Part611 and any other applicable regulations from time to time promulgated by DOE underSection 136.

“Application” has the meaning given to such term in the preliminary statements.

“Assigned Agreements” has the meaning given to such term in the Agreement andPlan of Merger, dated as of April 21, 2010, between the Borrower, Holding and Holding MergerSub, Inc.

“ASTM” means the American Society for Testing and Materials.

“ATVM Program” means the Advanced Technology Vehicles ManufacturingIncentive Program authorized by Section 136 and administered by DOE.

“AUP Auditor” means PricewaterhouseCoopers LLP, or any other successorindependent certified public accounting firm appointed by the Borrower and acceptable to DOE,provided that any independent certified public accounting firm of national or internationalstanding and reputation shall be acceptable to DOE.

“Authorized Transmitter” means, with respect to delivery of documentation (i) toDOE, each of the individuals listed on the Authorized Transmitter schedule attached as anexhibit to the Borrower Certificate (for Closing) dated the date hereof, delivered by the Borrower

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to DOE, as updated or modified to reflect (A) successors to such individuals and (B) with theconsent of DOE (not to be unreasonably withheld), such other individuals in such othercapacities as the Borrower may elect from time to time and (ii) to FFB, each of the individualslisted on the Certificate Specifying Authorized Borrower Officials.

“Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. §101et seq.), as amended from time to time.

“Bankruptcy Law” means each of the Bankruptcy Code and any similar federal,state or foreign law for the relief of debtors.

“beneficial ownership” and like terms have the meaning prescribed in and shall bedetermined pursuant to Rule 13d-3 of the Exchange Act.

“Blocked Account Control Agreement” means, with respect to a blocked account,an account control agreement substantially in the form of Exhibit Q hereto, or in such other formthat is satisfactory to DOE, entered into with the bank or securities intermediary at which suchaccount is maintained.

“Board” means the Board of Governors of the Federal Reserve System of theUnited States (or any successor).

“Borrower” has the meaning given to such term in the preamble hereto.

“Borrower Commitments” has the meaning given to such term in Section 2.8.

“Borrower Instruments” has the meaning given to such term in Section 3.2.1 ofthe Note Purchase Agreement.

“Borrower Karma Project Payments” has the meaning given to such term inSection 2.8(a)(i).

“Borrower Nina Project Payments” has the meaning given to such term in Section2.8(a).

“Borrower Project Payments” has the meaning given to such term inSection 2.8(a)(ii).

“Brownfields Development Agreement” means a Brownfields DevelopmentAgreement relating to the Nina Facility between the Borrower and DNREC (or the equivalentagency from another state, if applicable) which is satisfactory to DOE.

“Budget” means the Initial Budget as modified from time to time in the AnnualBudget approved by DOE pursuant to Section 8.2.

“Business Day” means any day on which FFB and the Federal Reserve Bank ofNew York are both open for business.

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“Business Plan” means the approved business plan described in Section 5.1(m),as the same may be revised from time to time with the approval of DOE to the extent required bySection 8.3(c).

“Capital Expenditure” means all expenditures that should be capitalized inaccordance with the Designated Standard in effect at the time, including all expenditures withrespect to fixed or capital assets.

“Capital Lease Obligations” means, with respect to any Person, the obligations ofsuch Person to pay rent or other amounts under any lease of (or other arrangement conveying theright to use) real or personal property, or a combination thereof, which obligations are requiredto be classified and accounted for as capital leases on a balance sheet of such Person underGAAP, and the amount of such obligations shall be the capitalized amount thereof determined inaccordance with GAAP.

“Capital Stock” means any and all shares, interests, participations or otherequivalents (however designated) of capital stock of a corporation, any and all equivalentownership interests in a Person (other than a corporation) and any and all warrants, rights oroptions to purchase any of the foregoing.

“Carryover Amount” means , with respect to any line item in an annual budget,the sum of (i) five percent of the budgeted amount for such line item plus (ii) the excess, if any,of (A) 105% of the amount budgeted for such line item in the prior calendar year over (B) thesum of such prior year’s budgeted amount plus the amount by which expenditures for such lineitem in such prior year exceeded the budgeted amount.

“Cash Equivalents” means any of the following:

(i) marketable securities that are direct obligations of theUnited States (including obligations issued or held in book-entry form on thebooks of the Department of the Treasury of the United States) or obligations thetimely payment of principal and interest of which is fully guaranteed by theUnited States, in each case maturing not more than 360 days from the date of theacquisition thereof;

(ii) marketable securities that are obligations issued by, or thetimely payment of principal and interest is fully guaranteed by, any agency orinstrumentality of the United States, the obligations of which are backed by thefull faith and credit of the United States, in each case maturing not more than 360days from the date of the acquisition thereof;

(iii) marketable securities that are direct obligations of anymember of the European Economic Area, Switzerland or Japan, or any agency orinstrumentality thereof or obligations unconditionally guaranteed by the full faithand credit of such country, in each case maturing not more than 360 days from thedate of the acquisition thereof and, at the time of acquisition thereof having acredit rating of at least AA- (or the equivalent grade) by Moody’s or Aa3 by S&P;

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(iv) fully collateralized repurchase agreements with a term ofnot more than 30 days for obligations of the type described in clause (i), (ii) or(iii) above and entered into with a financial institution satisfying the criteriadescribed in clause (v) below;

(v) for an investment period of no longer than 90 days, demanddeposits, time deposits, certificates of deposit or bankers’ acceptances of anycommercial bank that (x) is organized under the laws of the United States or anyState thereof, or is the principal banking subsidiary of a bank holding companyorganized under the laws of the United States or any State thereof, any member ofthe European Economic Area, Switzerland or Japan, (y) is subject to supervisionand examination by federal or state banking authorities and (z) has combinedcapital and surplus of at least $500,000,000; and

(vi) shares of any money market mutual fund that (x) has atleast 95% of its assets invested continuously in obligations of the type describedin clauses (i) through (v) and (y) has net assets of not less than $500,000,000.

With respect to any Foreign Subsidiary, “Cash Equivalents” shall also include anyInvestment substantially comparable to the foregoing but in the currency of the jurisdiction oforganization of such Subsidiary, Euros or U.S. Dollars.

“CEQA” means the California Environmental Quality Act.

“Certificate Specifying Authorized Borrower Officials” has the meaning given tosuch term in the Note Purchase Agreement.

“C.F.R.” means the Code of Federal Regulations.

“Change of Control” means an event or series of events by which:

(a) Holding shall cease to own 100% of the Capital Stock of theBorrower; or

(b) any Person or “group” (within the meaning of Rules 13d-3 and13d-5 under the Exchange Act) (i) shall have acquired, or have entered into a contract oragreement to acquire, directly or indirectly, beneficial or of record ownership of 35% or more ona fully diluted basis of the voting and/or economic interest in outstanding Capital Stock ofHolding or (ii) shall have obtained, or have entered into a contract or agreement to obtain, thepower (whether or not exercised) to elect a majority of the members of the board of directors (orsimilar governing body) of Holding; or

(c) during any period of 24 consecutive months, a majority of themembers of the board of directors or other equivalent governing body of Holding shall cease tobe composed of individuals (i) who were members of that board or equivalent governing body onthe first day of such period, (ii) whose election or nomination to that board or equivalentgoverning body was approved by individuals referred to in clause (i) above constituting at thetime of such election or nomination at least a majority of that board or equivalent governing

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body, or (iii) whose election or nomination to that board or other equivalent governing body wasapproved by individuals referred to in clauses (i) and (ii) above constituting at the time of suchelection or nomination at least a majority of that board or equivalent governing body (excluding,in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, orassumption of office as, a member of that board or equivalent governing body occurs as a resultof an actual or threatened solicitation of proxies or consents for the election or removal of one ormore directors by any person or group other than a solicitation for the election of one or moredirectors by or on behalf of the board of directors).

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all property and assets of the Obligors now owned orhereafter acquired in which any Obligor has granted a Lien pursuant to any Security Document.

“Collateral Access Agreement” means a Collateral Access Agreementsubstantially in the form of Exhibit L or Exhibit M hereto, as applicable, or such other form asDOE or the Collateral Agent may approve in their sole discretion.

“Collateral Account” has the meaning given to such term in Section 3.1 of theCollateral Agency Agreement.

“Collateral Agency Agreement” means the Collateral Agency and SecurityAgreement to be executed and delivered by each Obligor, the Collateral Agent and the otherparties named therein, substantially in the form of Exhibit G hereto.

“Collateral Agent” means Midland Loan Services, Inc., a Delaware corporation,in its capacity as agent under the Collateral Agency Agreement, and any successor thereof underthe Collateral Agency Agreement and, as the context may require, any co-trustee appointedpursuant to the terms of the Collateral Agency Agreement.

“Collateral Schedules” means, the schedules included in that certain letter datedas of the date of this Agreement substantially in the form of Exhibit J hereto, executed by theObligors and accepted by DOE, including the Organizational Information Schedule, as suchschedules may be amended or supplemented from time to time by one or more CollateralSupplements; provided that each other provision of this Agreement or any other Loan Documentreferring to the applicable schedules to the Collateral Schedules as an exception or qualificationto such provision shall be construed to refer to the applicable schedules attached to the originalversion of the Collateral Schedules accepted by DOE on the date of this Agreement and not toany updated version of such schedules thereafter delivered pursuant to this Agreement unlessDOE approves such updated schedules in its sole discretion.

“Collateral Supplement” means a Collateral Supplement, substantially in the formof Exhibit K hereto, to be executed and delivered to DOE and the Collateral Agent by theapplicable Obligor for the purpose of amending or supplementing the Collateral Schedules fromtime to time as contemplated by this Agreement and the Security Documents.

“Committed Equity Condition” has the meaning given to such term in Section 2.9.

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“Compliance Certificate” has the meaning given to such term in Section 8.1(d).

“Conditional Commitment Letter” has the meaning given to such term in thepreliminary statements.

“Contractual Obligation” means, as to any Person, any provision of any securityissued by such Person or of any agreement, instrument or other undertaking to which suchPerson is a party or by which it or any of its property is bound.

“Consolidated Working Capital” means, at any date, the excess of:

(a) the sum of all amounts (other than Cash Equivalents) that would,in conformity with the Designated Standard, be set forth opposite the caption “total currentassets” (or any like caption) on a consolidated balance sheet of Holding and its subsidiaries atsuch date;

over

(b) the sum of all amounts that would, in conformity with theDesignated Standard, be set forth opposite the caption “total current liabilities” (or any likecaption) on a consolidated balance sheet of Holding and its subsidiaries on such date, butexcluding, without duplication (i) the current portion of any Indebtedness and (ii) allIndebtedness under revolving credit lines to the extent otherwise included therein.

“Control Agreement” means (i) in the case of the Debt Service Reserve Account,a Blocked Account Control Agreement and (ii) in case of any other deposit account or securitiesaccount, a control agreement, in form and substance satisfactory to DOE, entered into with thebank or securities intermediary at which such deposit account or securities account is maintainedby any Obligor as required under the terms of Section 9.12 or the General Security Agreement.

"Controlled Foreign Corporation" means a “controlled foreign corporation” asdefined in the Code.

“Copyright Security Agreement” means the Notice of Grant of Security Interest inCopyrights to be executed and delivered by the Borrower and any Additional Guarantors, theCollateral Agent and the other parties named therein, substantially in the form of Exhibit F to theGeneral Security Agreement.

“Currency of Denomination” has the meaning given to such term in Section 12.7.

“Cost Overrun” has the meaning given to that term in Section 2.10.

“Davis-Bacon Act” means 40 U.S.C. § 3141 et seq. and any applicable regulationspromulgated thereunder.

“Debarment Regulations” means (i) the Government-wide Debarment andSuspension (Non-procurement) regulations (Common Rule), 53 Fed. Reg. 19204 (May 26,1988), (ii) Subpart 9.4 (Debarment, Suspension, and Ineligibility) of the Federal Acquisition

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Regulations, 48 C.F.R. 9.400 - 9.409, and (iii) the revised Government-wide Debarment andSuspension (Non-procurement) regulations (Common Rule), 60 Fed. Reg. 33037 (June 26,1995).

“Debt Service Reserve Account” has the meaning given to such term in Section2.12(a).

“Debt Service Reserve Requirement” means an amount, determined as of the dateof each Advance and as of each Quarterly Payment Date, equal to the total amount of principaland interest that will be required to be paid on the outstanding Loans on each of the next twosucceeding Quarterly Payment Dates pursuant to Sections 3.3 and 3.5 and the terms of the Notes.

“Default” means any of the events specified in Section 10.1, whether or not anyrequirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Designated Standard” means either the GAAP, or if the adoption thereof hasbeen approved by DOE as specified in Section 9.17, IFRS.

“Direct Agreement” means a direct agreement with a contractor substantially inthe form of Exhibit P hereto.

“Disposition” means, with respect to any property or assets, any sale, transfer,conveyance, lease, license or other disposition thereof; and the terms “Dispose” and “Disposedof” shall have correlative meanings.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the termsof any security into which it is convertible or for which it is exchangeable), or upon thehappening of any event, (a) matures (excluding any maturity as the result of an optionalredemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fundobligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part,or requires the payment of any cash dividend or any other scheduled payment constituting areturn of capital, in each case at any time on or prior to the first anniversary of the Nina NoteStated Maturity Date, or (b) is convertible into or exchangeable (unless at the sole option of theissuer thereof) for (i) debt securities or (ii) any Capital Stock referred to in clause (a) above, ineach case at any time prior to the first anniversary of the Nina Note Stated Maturity Date. Theamount of Disqualified Stock deemed to be outstanding at any time for purposes of thisAgreement shall be the maximum amount that the Borrower may become obligated to pay uponsuch maturity of, or pursuant to such redeemable provisions in respect of, such DisqualifiedStock.

“DNREC” means the Delaware Department of Natural Resources andEnvironmental Control.

“DOE” has the meaning given to such term in the preamble hereto.

“DOE’s Consultant” has the meaning given to such term in Section 2.11.

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“DOE Verification Request” means each request by DOE for verification of theauthenticity of any submission of a certificate, report, document or other item required to bedelivered hereunder by an Authorized Transmitter of the Borrower pursuant to clause (a)(i) ofthe definition of “Acceptable Delivery Method”.

“Domestic Subsidiary” means any Subsidiary of the Borrower organized underthe laws of any jurisdiction within the United States.

“Drawstop Notice” has the meaning given to such term in Section 2.4(b)(i).

“EBITDA” has the meaning given to such term on Annex B.

“Electronic Format” means an unalterable electronic format (including PortableDocument Format (.pdf)) with a reproduction of signatures where required or such other formatas shall be mutually agreed between the Borrower and DOE.

“Eligible Applicant” has the meaning given to such term in the ApplicableRegulations.

“Eligible Costs” has the meaning given to such term in the ApplicableRegulations.

“Eligible Karma Engineering Costs” means the Eligible Costs with respect to theKarma Project that do not constitute Cost Overruns and were not paid on or prior to January 16,2009.

“Eligible Nina Facility Costs” means the Eligible Costs with respect to the NinaProject that do not constitute Cost Overruns and were not paid on or prior to January 16, 2009.

“Eligible Progress Payment” means, with respect to any purchase of equipmentby the Borrower the purchase price of which is eligible for funding as an Eligible Project Cost,any customary progress payments that the vendor of such equipment requires the Borrower tomake in the ordinary course of business prior to the time that title to such equipment passes tothe Borrower.

“Eligible Project” has the meaning given to such term in the ApplicableRegulations.

“Eligible Project Costs” means Eligible Nina Facility Costs and/or EligibleKarma Engineering Costs, as applicable.

“Employee Benefit Plan” means, collectively, (i) all “employee benefit plans” (asdefined in Section 3(3) of ERISA) including any Multiemployer Plans which are or at any timehave been maintained or sponsored by the Borrower or any ERISA Affiliate or to which theBorrower or any ERISA Affiliate has ever made, or been obligated to make, contributions orwith respect to which the Borrower or any ERISA Affiliate has incurred or is likely to incur anymaterial liability or obligation, (ii) all Pension Plans, and (iii) all Qualified Plans.

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“Environmental Claim” means any and all obligations, liabilities, losses,administrative, regulatory or judicial actions, suits, demands, decrees, claims, liens, judgments,notices of noncompliance or violation, investigations, proceedings, clean-up, removal orremedial actions or orders, or damages (foreseeable and unforeseeable, including consequentialand punitive damages), penalties, fees, out-of-pocket costs, expenses, disbursements, attorneys’or consultants’ fees, relating in any way to any Environmental Law, or any GovernmentalApproval issued under any such Environmental Law including (a) any and all Indemnity Claimsby any Governmental Authority for enforcement, cleanup, removal, response, remedial or otheractions or damages pursuant to any applicable Environmental Law, and (b) any and allIndemnity Claims by any third party seeking damages, contribution, indemnification, costrecovery, compensation or injunctive relief resulting from Hazardous Substances, the violationor alleged violation of any Environmental Law or Governmental Approval issued thereunder, orarising from alleged injury or threat of injury to health, safety or the environment.

“Environmental Laws” means any and all foreign, Federal, state, provincial, localor municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements ofany Governmental Authority or other Requirements of Law (including common law) regulating,relating or imposing liability or standards of conduct concerning protection of human health orsafety, the environment or natural resources, as now or may at any time hereafter be in effect.

“Equity Offering” means any offering, issuance or sale of any Capital Stock ofHolding or the Borrower, whether by Holding, the Borrower or any holder of Capital Stock ofHolding or the Borrower and whether pursuant to a private or public offering or sale, andincluding any primary and secondary offerings, whether made together as one offering and saleor issuance or in separate offerings and sales or issuances, but excluding (i) the sale of securitiesto employees of Holding or the Borrower pursuant to a stock option, stock purchase or similarplan, (ii) the issuance of warrants to vendors in the ordinary course of business for no additionalconsideration, (iii) transfers of any such Capital Stock by the holder thereof to any partners,members or shareholders thereof, or investors therein, who are distributees of investments heldby such holder pursuant to any bona fide liquidation of such holder as a result of which securitiesheld by such entity are distributed to such distributees and (iv) sales of Capital Stock of Holdingpursuant to (A) Section 4 of that certain letter agreement, dated January 14, 2010, between theBorrower and as amended on April 13, 2010 and (B) Section 4 of that certain letteragreement, dated January 14, 2010, between the Borrower and as amended on April19, 2010. All such offerings, sales and issuances made in the same transaction or in a series ofrelated transactions shall be deemed to be a single Equity Offering for purposes of Section 9.30.

“Equity Owner” means, with respect to any Person, another Person holdingCapital Stock in such first Person.

“ERISA” means Title IV of the Employee Retirement Income Security Act of1974.

“ERISA Affiliate”, means, as applied to any person (as defined in Section 3(9) ofERISA), means (a) any corporation that is a member of a controlled group of corporations withinthe meaning of Section 414(b) of the Code of which that person is a member; (b) any trade orbusiness (whether or not incorporated) that is a member of a group of trades or business under

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common control within the meaning of Section 414(c) of the Code or Section 4001(b) of ERISAof which that person is a member; (c) any member of an affiliated service group within themeaning of Section 414(m) and (o) of the Code of which that person, any corporation describedin clause (a) above or any trade or business described in clause (b) above is a member.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 ofERISA or the regulations issued thereunder, with respect to a Plan (other than an event for whichthe 30-day notice period is waived by regulation), (b) the incurrence by the Borrower or anyERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of anyPlan or the withdrawal or partial withdrawal of Borrower or any ERISA Affiliates from any Planor Multiemployer Plan, (c) the receipt by Borrower or any ERISA Affiliates from the PBGC orthe administrator of any Plan or Multiemployer Plan of any notice relating to the intention toterminate any Plan or Multiemployer Plan or to appoint a trustee to administer any Plan, (d) theadoption of any amendment to a Plan that would require the provision of security pursuant toSection 436(f) of the Code or Section 206 of ERISA, (e) the receipt by Borrower or any ERISAAffiliates of any notice, or the receipt by any Multiemployer Plan from Borrower or any ERISAAffiliates of any notice, concerning the imposition of Withdrawal Liability or a determinationthat a Multiemployer Plan is, or is expected to be, insolvent or “in reorganization”, “endangered”or “critical” status within the meaning of Title IV of ERISA, (f) the occurrence of a “prohibitedtransaction” with respect to which the Borrower or any Subsidiary is a “disqualified person”(within the meaning of Section 4975 of the Code) or with respect to which Borrower or any suchSubsidiary could otherwise be liable, or (g) any other event or condition with respect to a Planthat could result in liability of Borrower or any ERISA Affiliate.

“Event of Default” means any of the events specified in Section 10.1, providedthat any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Event of Force Majeure” means an unforeseeable event beyond the control andwithout the fault of any Obligor or any Subsidiary, arising from any act of God, fire, flood,severe weather, epidemic, quarantine restriction, explosion, sabotage, act of war, act of terrorism,riot or civil commotion.

“Event of Loss” means any event that causes any portion of any Project or anyother property of the Borrower or any Subsidiary to be damaged, destroyed or rendered unfit fornormal use for any reason whatsoever, including without limitation through a failure of title orany loss of such property (including, without limitation, a condemnation or deed in lieu thereof),resulting in a loss in excess of $5,000,000.

“Excess Advance Amount” means, on any date of determination with respect toeach Advance under any Note, an amount equal to the total proceeds of such Advance that werenot applied by the Borrower to pay, or be reimbursed for, Eligible Project Costs relating to theProject for which such Advance was sought as set forth in the most recent Agreed-UponProcedures Report.

“Excess Cash Flow” shall mean, with respect to any Fiscal Year, EBITDA minus(i) any increases in Consolidated Working Capital during such period, (ii) interest onIndebtedness and taxes paid in cash during such period, (iii) capital expenditures incurred and

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paid for in cash during such period, (iv) scheduled principal payments on Indebtedness duringsuch period and (v) the remainder (if greater than zero) resulting from subtracting the amount ofcash and Cash Equivalents (other than Permitted Restricted Deposits) held by the Borrower as ofthe end of such year from $200,000,000 and plus any decreases in Consolidated WorkingCapital.

“Excess Project Loan Amount” has the meaning given to such term inSection 3.6(c)(i)(C).

“Exchange Act” means the Securities and Exchange Act of 1934, as amended.

“Excluded Accounts” means (i) Permitted Restricted Deposits, (ii) depositaccounts and securities accounts with a balance at all times of less than $250,000 individuallyand less than $1,000,000 for all such accounts so long as no other Person has a Lien (other thanpursuant to Section 9.3(i)) or a control agreement on any such account, (iii) payroll accountswith a balance not to exceed the amount of actual compensation reasonably expected to be paidto employees within two Business Days and any amounts required by law to be withheld fromsuch compensation so long as no other Person has a Lien (other than pursuant to Section 9.3(i))or a control agreement on any such account and (iv) any escrow or other segregated accountsrequired by law to be (A) maintained in the ordinary course of business, (B) unencumbered byLiens and (C) unavailable for working capital.

“Excluded Property” means any of the following if and only to the extent notconstituting Program Assets:

(a) any lease, license, contract, property rights or agreement to whichany Obligor is a party, any of its rights or interests thereunder or any Trademark if andfor so long as the grant of a security interest therein shall constitute or result in (i) theabandonment, cancellation, invalidation or unenforceability of any right, title or interestof any Obligor therein or (ii) in a breach or termination pursuant to the terms of, or adefault under, any such lease, license, contract, property rights or agreement (other thanto the extent that any such term would be rendered ineffective pursuant to Sections 9-406,9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of anyrelevant jurisdiction or any other applicable law or principles of equity), provided,however, that the Collateral shall include and such security interest shall attachimmediately at such time as the condition causing such abandonment, cancellation,invalidation ,unenforceability, breach, termination or default shall be remedied and to theextent severable, shall attach immediately to any portion of such lease, license, contract,property rights, agreement or Trademark that does not result in any of the consequencesspecified in clause (i) or (ii) above;

(b) that portion of the outstanding Capital Stock of a ForeignSubsidiary that is not required to be pledged pursuant to Section 7.6(e)(ii);

(c) any Permitted Restricted Deposits;

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(d) any property (other than Capital Stock of Subsidiaries and otherthan any property required for the design, construction and operation of the Projects orfor producing products in connection with the Projects as contemplated by the BusinessPlan) held by any Obligor at a location outside the United States if and for so long as thegrant of such security interest is prohibited by any applicable Requirement of Law of ajurisdiction other than the United States or any state or other subdivision thereof; and

(e) Equipment subject to a Lien permitted under Section 9.3(h) if andfor so long as the grant of such security interest shall constitute or result in a breach ortermination pursuant to the terms of, or a default under, the documents governing suchLien, provided, however, that the Collateral shall include and such security interest shallattach immediately at such time as the condition causing such breach, termination ordefault shall no longer be in effect.

For the avoidance of doubt, it is understood that “Excluded Property” shall notinclude any proceeds of Excluded Property unless such proceeds constitute Excluded Propertydescribed in clause (a) or (b) of this definition.

“Expenses” has the meaning given to such term in Section 8.3(a).

“Facility Fee” has the meaning given to such term in Section 3.2.

“Federal Funding” means any funds obtained from the United States or anyagency or instrumentality thereof, including any loans or equity investments under the TroubledAssets Relief Program or funding under any other grant or loan program.

“FFB” means the Federal Financing Bank, an instrumentality of the United Statesgovernment created by the Federal Financing Bank Act of 1973 that is under the generalsupervision of the Secretary of the Treasury.

“FFB Advance Request” has the meaning given to such term in Section 2.3(a).

“Final Completion” means, with respect to either Project, the occurrence of all ofthe following events to the satisfaction of DOE: (a) final completion of construction, installationand development of such Project, in accordance with the Business Plan such that the applicableProject is fully operational, free and clear of any and all liens and claims of any Personsfurnishing material, labor or services in connection therewith; (b) the payment in full of any andall costs relating to tooling and engineering integration and, in the case of the Nina Project, theconstruction and re-equipping of the Nina Facility, as applicable, including any retainage andother amounts that, as of the date of Final Completion, are being withheld from any contractor orsubcontractor or supplier and the payment of all permitting fees, licensing fees and othergovernmental charges payable in connection therewith; (c) in the case of the Nina Project, theissuance of a permanent certificate of occupancy for the Nina Facility and the issuance of allgovernmental licenses, permits, sign-offs and approvals required to have been obtained for thelawful construction thereof substantially in accordance with the Business Plan and necessary forits lawful use; (d) the delivery of final, unconditional lien waivers from all parties required byDOE in form and content acceptable to DOE; and (e) in the case of each Project, the Borrower

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having the capability to produce the relevant plug-in hybrid electric vehicles at monthly volumelevels consistent with the Business Plan.

“Financial Closing Date” means the earlier to occur of (a) the date on which FFBdelivers an acceptance notice pursuant to Section 5.2 to purchase each Note pursuant to the termsof the Note Purchase Agreement and (b) the making by FFB of the first Advance under theNotes.

“Financial Statements” means, for any period, the consolidated balance sheet ofHolding, the Borrower and the Subsidiaries as at the end of such period and the relatedstatements of income, stockholders’ equity and cash flows for such period and for the periodfrom the beginning of the then current Fiscal Year to the end of such period, together with allnotes thereto and with comparable figures for the corresponding period of the previous FiscalYear, each prepared in accordance with the Designated Standard, subject, in the case ofunaudited Financial Statements, to the absence of notes to the financial statements and changesresulting from normal audit and year-end adjustments and, in the case of monthly FinancialStatements, normal quarter-end adjustments.

“Finnish Security Agreement” means the Agreement on Business Mortgage to beexecuted and delivered by the Borrower’s Finnish branch office, in favor of the Collateral Agentacting for the Secured Parties, substantially in the form of Exhibit X hereto, and the relateddemand promissory note.

“First Priority” means, with respect to any Lien purported to be created in anyCollateral pursuant to any Security Document, that (a) such Lien has been validly created andperfected under all applicable Requirements of Law (other than foreign laws where unlessSection 7.6 requires perfection under foreign laws with respect to a particular asset), (b) suchLien is the only Lien to which such Collateral is subject, other than any Permitted Lien, and (c)such Lien is the most senior Lien on such Collateral other than (i) Liens permitted under Section9.3(b) solely on the assets identified in the schedule referred to therein (other than any ProgramAssets), (ii) non-consensual Liens permitted under Section 9.3(c), (iii) Liens permitted underSection 9.3(d) on tangible property (other than any Program Assets except to the extentcontemplated by Section 5.3(r)) and (iv) Liens permitted under any of Sections 9.3(e) through(k), (m), (n), (p), (q), and (r) solely on the assets referred to in such Section (other than anyProgram Assets).

“First Tier Foreign Subsidiary” means a Foreign Subsidiary that is owneddirectly by the Borrower and/or one or more Additional Guarantors.

“Fiscal Year” means the accounting year of Holding and the Borrowercommencing each year on January 1st and ending on December 31st or such other period agreedin writing between the Borrower and DOE.

“Fisker Coachbuild” means Fisker Coachbuild, LLC, a limited liability companyorganized in the State of California.

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“Fisker License” means the Amended and Restated Trademark License, dated asof September 4, 2008, between the Borrower and Fisker Coachbuild.

“FOIA” means the Freedom of Information Act, 5 U.S.C. § 552, and theregulations promulgated, and any publicly available rulings issued, thereunder.

“Follow-On Equity Offering” has the meaning given to such term in Section9.30(a)(iii).

“Foreign Subsidiary” means any Subsidiary of the Borrower that is not aDomestic Subsidiary.

“Form of Advance Request” has the meaning given to such term in Section 2.3(a).

“Form of FFB Advance Request” the meaning given to such term in Section2.3(a).

“Forms Supplement” has the meaning given to such term in Section 5.1(v).

“Funding Agreements” has the meaning given to such term in Section 5.1(a)(ii).

“GAAP” means, subject to the limitations on the application thereof set forth inSection 1.5, generally accepted accounting principles in the United States as in effect from timeto time.

“General Security Agreement” means the Pledge and Security Agreement to beexecuted and delivered by the Borrower in favor of the Collateral Agent acting for the SecuredParties, substantially in the form of Exhibit H hereto.

“Governmental Approval” means any approval, consent, authorization, license,permit, order, certificate, qualification, waiver, exemption, or variance, or any other action of asimilar nature, of or by a Governmental Authority, including any of the foregoing that are or maybe deemed given or withheld by failure to act within a specified time period.

“Governmental Authority” means, with respect to any Person, any federal, state,municipal, national or other government, any political subdivision, department, commission,board, bureau, agency or instrumentality thereof, any entity or officer exercising executive,legislative, judicial, regulatory or administrative functions of or pertaining to government andany court or arbitrator having jurisdiction over such Person, any of its Subsidiaries or any of itsproperties, in each case whether associated with a state of the United States, the United States, ora foreign entity or government.

“Governmental Secured Obligations” means the Karma Note SecuredObligations and the Nina Note Secured Obligations.

“Guarantee” means the Holding Guarantee or the Subsidiary Guarantee, or both.

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“Guarantor Obligations” means, with respect to any Obligor (other than theBorrower), all obligations and liabilities of such Obligor which may arise under or in connectionwith any Loan Document to which it is a party, in each case whether on account of guaranteeobligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise(including all fees and disbursements of counsel to DOE or FFB) that are required to be paid bysuch Obligor pursuant to the terms of such Loan Documents.

“Hazardous Substance” means any hazardous or toxic substances, chemicals,materials, pollutants or wastes defined, listed, classified or regulated as such in or under anyEnvironmental Laws, including without limitation (i) any petroleum or petroleum products(including without limitation gasoline, crude oil or any fraction thereof), flammable explosives,radioactive materials, asbestos in any form that is or could become friable, urea formaldehydefoam insulation and polychlorinated biphenyls; (ii) any chemicals, materials or substancesdefined as or included in the definition of “hazardous substances,” “hazardous wastes,”“extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxicpollutants,” “contaminants” or “pollutants,” or words of similar import, under any applicableEnvironmental Law; and (iii) any other chemical, material or substance, import, storage,transport, use or disposal of, or exposure to or Release of which is prohibited, limited orotherwise regulated under any Environmental Law.

“Hedging Transaction” means any transaction (including an agreement withrespect thereto) which is a rate swap, basis swap, forward rate transaction, commodity swap,commodity option, equity or equity index swap, equity or equity index option, bond option,interest rate option, foreign exchange transaction, cap transaction, floor transaction, collartransaction, forward transaction, currency swap transaction, cross-currency rate swap transaction,currency option or any other similar transaction (including any option with respect to any ofthese transactions) or any combination thereof, whether linked to one or more interest rates,foreign currencies, commodity prices, equity prices or other financial measures; provided that thefollowing shall be excluded from this definition: (i) any stock options or warrants issued to, orphantom stock plans, stock appreciation rights plans or similar plans providing for payments to,directors, officers, employees or consultants of Holding or its Subsidiaries as compensation forservices provided in the ordinary course of business otherwise permitted by this Agreement and(ii) any customary agreement for the settlement in the ordinary course of business of the sale ofCapital Stock otherwise permitted by this Agreement.

“Historical Costs” has the meaning given to such term in Section 2.7(b)

“Historical Costs Assumption” has the meaning given to such term inSection 2.7(b)

“Historical Financial Statements” means as of the Principal Instrument DeliveryDate, (i) the audited consolidated and unaudited consolidating Financial Statements of theBorrower and its Subsidiaries, for the Fiscal Years ended December 31, 2008 and December 31,2009, and (ii) for the interim period from January 1, 2010 to the Principal Instrument DeliveryDate, internally prepared, unaudited Financial Statements of the Borrower, Holding and itsSubsidiaries for each quarterly period completed prior to thirty days before the Principal

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Instrument Delivery Date and for each monthly period completed prior to twenty days prior tothe Principal Instrument Delivery Date.

“Historical Principles” has the meaning given to such term in Section 1.5.

“Holding” means Fisker Holdings, Inc., a Delaware corporation.

“Holding Guarantee” means the Guarantee to be executed and delivered to DOEby Holding, substantially in the form of Exhibit E hereto.

“IFRS” means the International Financial Reporting Standards, adopted by theInternational Accounting Standards Board, as in effect from time to time.

“Indebtedness” means, with respect to any Person, any liability, whether or notcontingent, in respect of:

(a) borrowed money (whether by loan, the issuance and sale of debtsecurities or the sale of assets to another Person subject to an understanding oragreement, contingent or otherwise, to repurchase such assets from such Person, in eachcase whether or not the recourse of the lender or purchaser is to the whole of the assets ofsuch Person or only to a portion thereof) or evidenced by bonds, notes, debentures orsimilar instruments;

(b) the balance deferred and unpaid of the purchase price of anyproperty or services (except any such balance that constitutes an account payable to atrade creditor created, incurred, assumed or guaranteed by such Person in the ordinarycourse of business of such Person in connection with obtaining goods, materials orservices that is not overdue by more than 90 days, unless the trade payable is beingcontested in good faith);

(c) all Capital Lease Obligations;

(d) any contractual obligation, contingent or otherwise, of such Personto pay or be liable for the payment of any Indebtedness or other obligations of anotherPerson, including, without limitation, any such Indebtedness or other obligations, directlyor indirectly guaranteed, or any agreement to purchase, repurchase, or otherwise acquiresuch Indebtedness, obligation or liability or any security therefor, or to provide funds forthe payment or discharge thereof, or to maintain solvency, assets, level of income, orother financial condition;

(e) all Disqualified Stock issued by such Person;

(f) all reimbursement obligations and other liabilities of such Personwith respect to surety bonds (whether bid, performance or otherwise), letters of credit,banker’s acceptances, drafts or similar documents or instruments issued for such Person’saccount;

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(g) all indebtedness of such Person in respect of Indebtedness ofanother Person for borrowed money or Indebtedness or obligations of another Personotherwise described in this definition which is secured by any consensual lien, securityinterest, collateral assignment, conditional sale, mortgage, deed of trust, or otherencumbrance on any asset of such Person, whether or not such Indebtedness orobligations are assumed by or are a personal liability of such Person, all as of such time;

(h) all obligations, liabilities and indebtedness of such Person (markedto market) arising under Hedging Transactions;

(i) the principal and interest portions of all rental obligations of suchPerson under any synthetic lease or similar off-balance sheet financing where suchtransaction is considered to be borrowed money for tax purposes but is classified as anoperating lease in accordance with generally accepted accounting principles; and

(j) obligations of general partnerships of which such Person is ageneral partner unless the terms of such obligations expressly provide that such Person isnot liable therefor.

“Indemnified Liability” has the meaning given to such term in Section 12.8(a).

“Indemnified Person” has the meaning given to such term in Section 12.8(a).

“Indemnity Claims” has the meaning given to such term in Section 12.8(a).

“Independent Auditor” means BDO Seidman, or any other successor independentcertified public accounting firm appointed by the Borrower or Holding subject to the approval ofDOE (such approval not to be unreasonably withheld).

“Information Certificate” means the Information Certificate executed by theBorrower and submitted to DOE on September 18, 2009, as updated in accordance withSection 5.1(e).

“Initial Budget” has the meaning given to such term in Section 5.1(m)(iv).

“Initial Karma Budget” has the meaning given to such term in Section5.1(m)(iv).

“Initial Nina Budget” has the meaning given to such term in Section 5.1(m)(iv).

“Insolvency Proceeding” means any one or more of the following under anyapplicable Requirements of Law, in any jurisdiction and whether voluntary or involuntary: (i)any bankruptcy, insolvency, liquidation, company reorganization, restructuring, controlledmanagement, suspension of payments or scheme of arrangement with respect to any Obligor orany of the Subsidiaries; (ii) any appointment of a provisional or interim liquidator, receiver,trustee, administrative receiver or other custodian for all or any substantial part of the property ofany Obligor or any of the Subsidiaries; (iii) any notification, resolution or petition for winding upor similar proceeding with respect to any Obligor or any of the Subsidiaries; or (iv) any issuance

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of a warrant or attachment, execution or similar process against all or any substantial part of theproperty of any Obligor or any of the Subsidiaries.

“Intellectual Property” means all rights, priorities and privileges with respect tointellectual property, whether arising under United States, multinational or foreign laws orotherwise, including any of the following, as they exist anywhere in the world, whetherregistered or unregistered and including all registrations, issuances and applications therefor(whether or not any such applications are modified, withdrawn, abandoned or resubmitted) andall extensions and renewals thereof: (a) patents, certificates of invention, patentable inventionsand other patent or similar industrial property rights (including any divisions, continuations,continuations-in-part, extensions, reissues, reexaminations and interferences thereof); (b)Trademarks; (c) copyrights, Mask Works (as defined under 17 U.S.C. 901 of the U.S. CopyrightAct) and designs, including computer software programs, databases and compilations and allsource code, object code, data and documentation related thereto; (d) trade secrets, know-how,inventions, processes, procedures, databases, concepts, ideas, research or developmentinformation, techniques, technical information and data, specifications, methods, discoveries,modifications, extensions, customer lists, personally-identifiable information, confidentialinformation and other proprietary information and rights, in each case, whether or not reduced toa writing or other tangible form (collectively, “Trade Secrets”); and (e) domain names, Internetaddresses and other computer identifiers.

“Intended Prepayment Date” has the meaning given to such term in the relevantNote.

“Investment” has the meaning given to such term in Section 9.4.

“Investment Company Act” means the United States Investment Company Act of1940.

“IPO” means the first Equity Offering that is a firm commitment underwrittenpublic offering pursuant to a registration statement under the Securities Act.

“IP Schedules” means, collectively, all Collateral Schedules relating toIntellectual Property, as such schedules may be amended or supplemented from time to time byone or more Collateral Supplements.

“Judgment Currency” has the meaning given to such term in Section 12.7.

“Karma Advance” has the meaning given to such term in Section 2.1(b)(ii).

“Karma Budget” means the Initial Karma Budget as modified from time to timein the Annual Budget approved by DOE pursuant to Section 8.2.

“Karma Engineering Works” means the engineering integration work performedin the United States (and related tooling and engineering integration) with respect to the KarmaProject.

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“Karma Loan” has the meaning given to such term in Section 2.1(a)(i).

“Karma Loan Advance” has the meaning given to such term in Section 2.1(b)(ii).

“Karma Loan Commitment Amount” means $169,300,000.

“Karma Note” means the promissory note to be issued by the Borrower,substantially in the form of Exhibit A hereto (referenced as Note A in the Note PurchaseAgreement and all FFB related documents), in favor of FFB to induce FFB to advance fundsthereunder to the Borrower, as such note may be amended, supplemented and restated from timeto time in accordance with its terms.

“Karma Note Installment” has the meaning given to such term Section 3.3(b)(i).

“Karma Note Obligations” means, collectively, the unpaid principal of andinterest on Advances made under Karma Note and Karma Note Reimbursement Obligations andall other obligations and liabilities of the Borrower (including interest accruing at the thenapplicable rate provided in the Funding Agreements after maturity of the relevant Advances andReimbursement Obligations and Post-Petition Interest) to DOE or FFB or any subsequent holderor holders of such Note (or any portion thereof), whether direct or indirect, absolute orcontingent, due or to become due, or now existing or hereafter incurred, which may arise under,out of, or in connection with, this Agreement, the Holding Guarantee, the Subsidiary Guarantee,the Karma Note, the Note Purchase Agreement, the Program Financing Agreement, the SecurityDocuments, or any other document made, delivered or given in connection with any of theforegoing, in each case whether on account of principal, interest, reimbursement obligations,fees, prepayment premiums, indemnities, costs, expenses or otherwise (including all fees andAdvances made with respect to Karma Note of DOE or FFB or any subsequent holder or holdersof such Note (or any portion thereof) that are required to be paid by the Borrower or Holdingpursuant to the terms of any of the foregoing agreements).

“Karma Note Reimbursement Obligations” means any ReimbursementObligations of the Borrower to DOE arising under, out of, pursuant to or in connection withKarma Note.

“Karma Note Secured Obligations” shall mean, without duplication, (i) all KarmaNote Obligations and (ii) all Guarantor Obligations relating to any Karma Note Obligations,provided, however, that to the extent any payment with respect to the Karma Note Obligations(whether by or on behalf of the Borrower or any other Obligor, by application of proceeds of theCollateral, enforcement of any right of set off or otherwise) is declared to be fraudulent orpreferential in any respect, set aside or required to be paid to a debtor in possession, trustee,receiver or similar Person, then the obligations or part thereof originally intended to be satisfiedshall be deemed to be reinstated and outstanding as if such payment had not occurred.

“Karma Note Stated Maturity Date” means April 22, 2017.

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“Karma Project” means the development, commercial production, sale andmarketing, together with all related engineering integration work of the Borrower’s Karma plug-in hybrid electric vehicle.

“Knowledge” means, with respect to any Obligor or any Subsidiary, the actualknowledge of the Principal Persons or any knowledge which should have been obtained by anyof the Principal Persons upon reasonable investigation and inquiry.

“Late Charge” has the meaning given to such term in the relevant Note.

“Late Charge Rate” has the meaning given to such term in the relevant Note.

“Lender Party” means each of DOE, FFB, any subsequent holder or holders ofany Note or any portion of any Note and the Collateral Agent.

“Lender Party Force Majeure Event” has the meaning given to such term inSection 2.4(c)(iii).

“Lien” means (a) any lien, mortgage, pledge, assignment, license, securityinterest, charge or encumbrance of any kind (including any conditional sale or other titleretention agreement, and any lease in the nature thereof) and (b) any option, trust or otherpreferential arrangement having the practical effect of any of the foregoing.

“Loan Availability Period” means the period from the Financial Closing Date toAugust 22, 2011, in the case Karma Loan Advances, and January 22, 2013, in the case of NinaLoan Advances.

“Loan Commitment Amount” means, in the aggregate, the sum of the Nina ProjectLoan Commitment Amount plus the Karma Loan Commitment Amount.

“Loan Document Amounts” means any amounts payable or allegedly payable bythe Borrower to FFB under any provision of any Loan Document, other than Section 4.1.

“Loan Documents” means, collectively, this Agreement, the Funding Agreements,the Holding Guarantee, the Subsidiary Guarantee, the Security Documents, the SubordinationAgreement, the Information Certificate, each Subsidiary Joinder Agreement and all othercertificates, documents, instruments or agreements executed and delivered by an Obligor for thebenefit of any Lender Party in connection herewith.

“Loans” has the meaning given to such term in Section 2.1(a)(ii).

“Mandatory Prepayment” means the prepayment of any outstanding Loans, inwhole or in part, pursuant to Section 3.6(c).

“Material Adverse Effect” means a material adverse effect on (a) the business,assets, condition (financial or otherwise) or results of operations of Holding, the Borrower or anyof the Subsidiaries, taken as a whole, (b) the value of the Collateral, (c) the validity or

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enforceability of this Agreement, any of the Notes or the other Transaction Documents or (d) therights and remedies of any Lender Party hereunder or thereunder.

“Material Contract” means, with respect to any Person, any contract or otheragreement, written or oral, of such Person involving monetary liability of or to any party theretoin an amount in excess of $500,000 in any fiscal year and any other contract or other agreement,whether written or oral, to which such Person is a party as to which the breach, nonperformance,cancellation or failure to renew by any party thereto could reasonably be expected to have aMaterial Adverse Effect.

“Maximum Karma Loan Amount” has the meaning given to such term inSection 2.7(a)(i).

“Maximum Nina Loan Amount” has the meaning given to such term in Section2.7(a)(ii).

“Maximum Loan Amount” has the meaning given to such term in Section2.7(a)(ii).

“Milestones” means certain construction, production, manufacturing, financialand other milestones which Borrower and DOE agree are necessary for completion of theProjects and must be included in the Business Plan. Milestones will include:

(a) with respect to the Karma Project, (A) completion of the KarmaEngineering Works, (B) completion of all other engineering integration work required for theKarma Project, (C) a schedule for completion of all vehicle certification requirements in theUnited States and the European Union related to vehicle safety and environmental matters; (D)commencement of commercial production of the Karma vehicle, (E) achieving Karma vehiclesales of , and (F)creation of a satisfactory dealer network for sales of Karma vehicles;

(b) with respect to the Nina Project, (A) purchase of the site requiredfor the Nina Facility (to be completed no later than May 31, 2010), (B) completion ofconstruction and/or re-equipping of the manufacturing facility for the Nina vehicle and all relatedtooling work required for assembly thereof, (C) completion of all engineering integration workrequired for tooling related to the Nina Facility, (D) a schedule for completion of all vehiclecertification requirements related to safety and environmental matters for retail sales of the Ninavehicle in the United States and European Union, (E) commencement of commercial productionof the Nina vehicle at the Nina Facility in quantities to be mutually agreed and (F) creation of asatisfactory dealer network for sales of Nina vehicles;

(c) raising equity capital as set forth on Schedule 13 hereto; and

(d) such other milestones as the Borrower and DOE mutually agree.

“Milestone Completion Date” has the meaning given to such term onSection 5.1(m)(i).

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“Model Purchase Order” means the Borrower’s General Terms and Conditionsof Purchase in the form of Exhibit W.

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgage” means a mortgage (including, a leasehold mortgage), deed of trust ordeed to secure debt, substantially in the form of Exhibit N-1 or N-2 hereto or otherwise in formand substance satisfactory to DOE, in each case made by any Obligor in favor of, or for thebenefit of, the Collateral Agent acting for the Secured Parties, creating on the real property ofsuch Obligor, a First Priority Lien.

“Multiemployer Plan” means a “multiemployer plan” (within the meaning ofSection 3(37) or Section 4001(a)(3) of ERISA) which the Borrower or any ERISA Affiliatecontributes to or participates in, or with respect to which the Borrower or any ERISA Affiliatehas or in the past has had any material liability or other obligation (whether accrued, absolute,contingent or otherwise).

“NEPA” means the National Environmental Policy Act, 42 U.S.C. 4321 et seq.and all regulations promulgated thereunder, as either is amended or modified from time to time.

“Net Cash Proceeds” means (i) the gross cash proceeds (including payments fromtime to time in respect of promissory notes or installment or deferred obligations, if applicable,and cash equivalents) received less (ii) the sum of: (w) the amount, if any, of all taxes paid orestimated in good faith to be payable by the Borrower or any Subsidiary in connection with suchtransaction (after taking into account any available tax credits or deductions), (x) the amount ofany reasonable reserve established in accordance with the Designated Standard against anyliabilities (other than any taxes deducted pursuant to clause (w) above) (1) associated with theassets that are the subject of such transaction and (2) retained by the Borrower or any Subsidiary,provided that upon release of any such reserve, the amount released shall be considered Net CashProceeds, except to the extent used to pay such liabilities, (y) the amount of any Indebtednesssecured by a Lien on the assets that are the subject of the transaction to the extent that theinstrument creating or evidencing such Indebtedness requires that such Indebtedness be repaidupon consummation of such transaction (but excluding the Loans), and (z) bona fide fees andexpenses directly attributable to the transaction (other than if payable to an Affiliate of theBorrower).

“Net Offering Proceeds” means, with respect to any Equity Offering, the proceedsfrom such Equity Offering net of underwriting discounts and commissions and reasonable andcustomary offering fees and expenses.

“Nina Budget” means the Initial Nina Budget as modified from time to time in theAnnual Budget approved by DOE pursuant to Section 8.2.

“Nina Facility” has the meaning given to such term in Section 5.4(a).

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“Nina Facility Site” means the site in the United States on which the Nina Facilitywill be located together with all necessary easements and other real property interests relatedthereto.

“Nina Loan” has the meaning given to such term in Section 2.1(a)(ii).

“Nina Loan Advance” has the meaning given to such term in Section 2.1(b)(iii).

“Nina Loan Commitment Amount” means $359,360,000.

“Nina Note” means the promissory note to be issued by the Borrower,substantially in the form of Exhibit B hereto (referred to as Note B in the Note PurchaseAgreement and all FFB related documents), in favor of FFB to induce FFB to advance fundsthereunder to the Borrower, as such note may be amended, supplemented and restated from timeto time in accordance with its terms.

“Nina Note Installment” has the meaning given to such term in Section 3.3(b)(ii).

“Nina Note Obligations” means, collectively, the unpaid principal of and intereston Advances made under the Nina Note and Nina Note Reimbursement Obligations and all otherobligations and liabilities of the Borrower (including interest accruing at the then applicable rateprovided in the Funding Agreements after maturity of the relevant Advances and ReimbursementObligations and Post-Petition Interest) to DOE or FFB or any subsequent holder or holders ofsuch Note (or any portion thereof), whether direct or indirect, absolute or contingent, due or tobecome due, or now existing or hereafter incurred, which may arise under, out of, or inconnection with, this Agreement, the Holding Guarantee, the Subsidiary Guarantee, the NinaNote, the Note Purchase Agreement, the Program Financing Agreement, the SecurityDocuments, or any other document made, delivered or given in connection with any of theforegoing, in each case whether on account of principal, interest, reimbursement obligations,fees, prepayment premiums, indemnities, costs, expenses or otherwise (including all fees andAdvances made with respect to the Nina Note of DOE or FFB or any subsequent holder orholders of such Note (or any portion thereof) that are required to be paid by any Obligor pursuantto the terms of any of the foregoing agreements).

“Nina Note Reimbursement Obligations” means any Reimbursement Obligationsof the Borrower to DOE arising under, out of, pursuant to or in connection with the Nina Note.

“Nina Note Secured Obligations” shall mean, without duplication, (i) all NinaNote Obligations and (ii) all Guarantor Obligations relating to any Nina Note Obligations,provided, however, that to the extent any payment with respect to the Nina Note Obligations(whether by or on behalf of the Borrower or any other Obligor, by application of proceeds of theCollateral, enforcement of any right of set off or otherwise) is declared to be fraudulent orpreferential in any respect, set aside or required to be paid to a debtor in possession, trustee,receiver or similar Person, then the obligations or part thereof originally intended to be satisfiedshall be deemed to be reinstated and outstanding as if such payment had not occurred.

“Nina Note Stated Maturity Date” means April 22, 2026.

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“Nina Project” means the development, commercial production, sale andmarketing, together with the establishment and construction of the Nina Facility on the NinaFacility Site, of the Borrower’s Nina plug-in hybrid electric vehicle.

“Non-Guarantor Subsidiary” means any Subsidiary of the Borrower that is not anAdditional Guarantor.

“Note Installment” means either a Nina Note Installment or a Karma NoteInstallment, as applicable.

“Note Purchase Agreement” means the Note Purchase Agreement, dated as ofApril 22, 2010, among the Borrower, the Secretary of Energy and FFB.

“Notes” means collectively the Karma Note and Nina Note.

“Obligor” means Borrower, Holding or any Additional Guarantors, and“Obligors” means Borrower, Holding and any Additional Guarantors.

“OFAC” means the Office of Foreign Assets Control of the United StatesDepartment of the Treasury.

“Opinion of Borrower’s Counsel re: Borrower Instruments” has the meaninggiven to such term in Article 1 of the Note Purchase Agreement.

“Organizational Documents” means (i) with respect to any corporation, itscertificate or articles of incorporation or organization, as amended, and its by laws, as amended,(ii) with respect to any limited partnership, its certificate of limited partnership, as amended, andits partnership agreement, as amended, (iii) with respect to any general partnership, itspartnership agreement, as amended, and (iv) with respect to any limited liability company, itsarticles of organization, as amended, and its operating agreement, as amended. In the event anyterm or condition of this Agreement or any other Loan Document requires any OrganizationalDocument to be certified by a secretary of state or similar governmental official, the reference toany such “Organizational Document” shall only be to a document of a type customarily certifiedby such governmental official.

“Organizational Information Schedule” means the Collateral Schedule entitled“Organizational Informational Schedule”, as such schedule may be amended or supplementedfrom time to time by one or more Collateral Supplements.

“Patent Security Agreement” means the Notice of Grant of Security Interest inPatents to be executed and delivered by each applicable Obligor, the Collateral Agent and theother parties named therein, substantially in the form of Exhibit D to the General SecurityAgreement.

“PBGC” means the Pension Benefit Guaranty Corporation or any entitysucceeding to any or all of its functions under ERISA.

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“Pension Plan” means an “employee benefit plan” (as defined in Section 3(3) ofERISA) other than a Multiemployer Plan (i) that is or was at any time maintained or sponsoredby the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate hasever made, or was obligated to make, contributions or has or could have any liability, and(ii) that is or was subject to Section 412 of the Internal Revenue Code, Section 302 of ERISA orTitle IV of ERISA.

“Permitted Indebtedness” has the meaning given to such term in Section 9.2.

“Permitted Liens” has the meaning given to such term in Section 9.3.

“Permitted Restricted Deposits” means (a) any restricted deposit specificallyidentified as of the Principal Instrument Delivery Date in Schedule C to the Collateral Schedulesand (b) any other deposit subject to a Lien permitted by Section 9.3(f) or 9.3(k)(ii) that is createdpursuant to an agreement that restricts the granting of other Liens on such deposit.

“Person” means and includes natural persons, corporations, limited partnerships,general partnerships, limited liability companies, limited liability partnerships, joint stockcompanies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts,business trusts or other organizations, whether or not legal entities, and GovernmentalAuthorities.

“Plans” means, with respect to any Person, all Employee Benefit Plans,Multiemployer Plans, Qualified Plans and any other employee benefit plans, programs andarrangements, whether or not subject to ERISA, including pension, retirement, deferredcompensation, bonus, incentive, profit-sharing, change-in-control, stock option or other stock- orequity-related compensation, vacation, health and welfare benefits or insurance (including self-insured arrangements), workers’ compensation, supplemental unemployment benefits, and otherpost employment benefits maintained, sponsored or contributed to by (or required to becontributed to by) such Person currently or in the past six years or with respect to which suchPerson has or could reasonably be expected to have any liability.

“Pledge Agreement” means the Parent Pledge Agreement to be executed anddelivered by Holding and the Collateral Agent, substantially in the form of Exhibit F hereto.

“Post-Petition Interest” means all interest (or entitlement to fees or expenses orother charges) accruing or that would have accrued after the commencement of any InsolvencyProceeding, irrespective of whether a claim for post-filing or petition interest (or entitlement tofees or expenses or other charges) is allowed in any such Insolvency Proceeding.

“Pre-IPO Equity Offering” has the meaning given to such term in Section9.30(a)(i).

“Prepayment Election Notice” has the meaning given to such term in the relevantNote.

“Prepayment Price” has the meaning given to such term in the relevant Note.

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“Principal Equity Documents” means each of:

(a) the Amended and Restated Stockholders’ Agreement, by andamong the Borrower (as assumed by Holding), the Investors (as defined therein) and theCommon Stockholders (as defined therein) dated as of January 15, 2010 (the “Stockholders’Agreement”);

(b) the Amended and Restated Investors’ Rights Agreement, by andamong the Borrower (as assumed by Holding), the Investors (as defined therein), dated as ofJanuary 15, 2010;

(c) the Amended and Restated Voting Agreement, by and among theBorrower (as assumed by Holding) and the Holders (as defined therein), dated as of January 15,2010;

(d) the Series A-1 Preferred Stock Purchase Agreement, by and amongthe Borrower (as assumed by Holding) and the Purchasers (as defined therein), dated as ofJanuary 14, 2010;

(e) the Series D-X Preferred Stock Purchase Agreement, by andamong the Borrower and the Purchasers (as defined therein), dated as of September 18, 2009;and

(f) the Agreement and Plan of Merger dated as of April 21, 2010between Borrower, Holding and Fisker Merger Sub, Inc..

“Principal Instrument Delivery Date” means the date on which the conditionsprecedent set forth in Section 5.1 shall have been satisfied or waived by DOE and DOE deliversthe Principal Instruments to FFB.

“Principal Instruments” means each of the documents or instruments required tobe delivered by the Secretary pursuant to Section 4.2 of the Note Purchase Agreement.

“Principal Persons” means any officer, director, owner, key employee or otherPerson with primary management or supervisory responsibilities with respect to any Obligor orany Subsidiary or any Project.

“Program Assets” means, as of any date, all assets which have been financed oracquired with (or the cost of which has been reimbursed to the Borrower with) the proceeds ofAdvances made on or prior to such date and all assets the cost of which supports therequirements of Section 5.3(i) with respect to such Advances.

“Program Financing Agreement” means the Program Financing Agreement,dated as of September 16, 2009, between FFB and the Secretary of Energy.

“Program Requirements” means Section 136 and the Applicable Regulations.

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“Prohibited Jurisdiction” means any country or jurisdiction, from time to time,that is the subject of sanctions or restrictions promulgated or administered by any GovernmentalAuthority of the United States.

“Prohibited Person” means any Person:

(a) that is named, or is owned or controlled by, or, whereapplicable, acting for or on behalf of, any person or entity that is named on, the mostcurrent list of “Specially Designated Nationals and Blocked Persons” (Appendix A to 31C.F.R. chapter V) as published by OFAC at its official website,http://www.treas.gov/offices/enforcement/ofac/sdn/, or at any replacement website orother replacement official publication of such list (the “SDN List”); or

(b) who is an Affiliate of or affiliated with a Person listedabove.

“Project Documents” means each of:

(a)

(b)

(c)

(d) the Fisker License;

(e) the Supply Agreement dated as of January 13, 2010 between theBorrower and A123 Systems, Inc.;

(f) each purchase order for engineering and tooling relating to eitherProject which are listed on Schedule 14 hereto or otherwise will obligate the Borrower to makepayments to the supplier in the aggregate (together with other purchase orders or supplyagreements with the same supplier) in excess of $1,000,000;

(g) each supply agreement for the manufacturing of componentsrequired for either Project which are listed on Schedule 15 hereto or otherwise will obligate theBorrower or any Subsidiary to make payments to the supplier in the aggregate (together withother purchase orders or supply agreements with the same supplier) in excess of $1,000,000;

(h) the Standard Multi-Tenant Office Lease dated as of April 9, 2008between the Borrower and Richard C. Farrell, Trustee of the Richard C. Farrell and Betty JaneFarrell related to office space in Irvine, California;

(i) any agreement to purchase or lease the Nina Facility Site and anyother real property acquired for either Project;

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(j) any agreement to construct or re-equip the Nina Facility to belocated on the Nina Facility Site; and

(k) each other Material Contract necessary for the consummation ofthe Projects.

“Project Maximum Loan Amount” means, (i) with respect to the Karma Project,the Maximum Karma Loan Amount and (ii) with respect to Nina Project, the Maximum NinaLoan Amount.

“Projects” means, collectively, the Karma Project and Nina Project.

“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 advanced technologyvehicle and component manufacturing sector in the United States, and to the extent adetermination as to engagement in or approval by a significant portion cannot reasonably bemade in such sector, the practices, methods and acts of both the technology and automotivesectors generally in the United States, in each case at such time, or (b) with respect to any matterto which clause (a) does not apply, any of the practices, methods and acts which, in the exerciseof reasonable business judgment at the time the decision was made, could have been expected toaccomplish the desired result at a reasonable cost consistent with good business practices(including, without limitation, the protection of Intellectual Property), reliability, safety andexpedition. “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 reasonable businesspractices, methods or acts having due regard for, among other things, the requirements of anyGovernmental Authority of competent jurisdiction, and, with respect to the Borrower’s PrudentIndustry Practice, the rights of DOE in respect of the Loan Documents.

“Qualified Plan” means an “employee benefit plan” (as defined in Section 3(3) ofERISA) that is intended to be tax-qualified under Section 401(a) of the Code and which is or atany time was maintained or sponsored by the Borrower or any ERISA Affiliate or to which theBorrower or any ERISA Affiliate has ever made, or been obligated to make, contributions orwith respect to which the Borrower or any ERISA Affiliate has incurred or is likely to incur anymaterial liability or obligation.

“Quantum” means Quantum Fuel Systems Technologies Worldwide, Inc., acorporation duly organized in the state of Delaware.

“Quarterly Payment Date” means each March 15, June 15, September 15 andDecember 15, or if not a Business Day, the next Business Day.

“Quarterly Reporting Date” has the meaning given to such term in Section 8.1(b).

“Recovery Event” means (i) any settlement of or payment in respect of anyproperty or casualty insurance claim, or any condemnation proceeding relating to any Collateralor any other property or assets of the Borrower or any Subsidiary, (ii) any settlement of orpayment in respect of any warranty claims against third party suppliers, and (iii) any other

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extraordinary receipts (e.g., cash received by or paid to the account of the Borrower or anySubsidiary not in the ordinary course of business from, for example, damage claims underconstruction contracts) with respect to any Collateral or any other property or assets of theBorrower or any Subsidiary.

“Reimbursement Amount” means all amounts paid by DOE to FFB pursuant toSection 6.3 of the Program Financing Agreement which relate to or arise out of FFB providing orhaving provided financing under the Notes.

“Reimbursement Obligation” means the obligation of the Borrower to reimburseDOE pursuant to Article IV.

“Reinvestment Deferred Amount” means with respect to any Reinvestment Event,the aggregate Net Cash Proceeds received by the Borrower or any Subsidiary in connectiontherewith that are not applied to prepay the Advances pursuant to Section 3.6(c) as a result of thedelivery of a Reinvestment Notice.

“Reinvestment Event” means any Specified Disposition or Recovery Event inrespect of which the Borrower has delivered a Reinvestment Notice.

“Reinvestment Notice” means a written notice executed by a Responsible Officerof the Borrower stating that no Default or Event of Default has occurred and is continuing andthat the Borrower intends and expects to use all or a specified portion of the Net Cash Proceedsof (i) a Recovery Event either to pay, or reimburse itself for, costs associated with the eventsgiving rise to the related warranty claim (in the case of certain Recovery Events) or for thepermitted repair, restoration or replacement of the property or assets subject to such RecoveryEvent or (ii) a Specified Disposition for the purchase of Reinvestment Property.

“Reinvestment Prepayment Amount” means, with respect to any ReinvestmentEvent, the Reinvestment Deferred Amount relating thereto less any amount expended prior to therelevant Reinvestment Prepayment Date for costs associated with the events giving rise to awarranty claim (in the case of certain Recovery Events) or for the permitted repair, restoration orreplacement of the property or assets subject to the relevant Recovery Event or, in the case of aSpecified Disposition, for the purchase of Reinvestment Property.

“Reinvestment Prepayment Date” means, with respect to any Reinvestment Event,the earlier of (i) the date occurring 180 days after such Reinvestment Event and (ii) the date onwhich the Borrower shall have determined not to, or shall have otherwise ceased to, diligentlypursue the permitted repair, restoration or replacement of the property or assets subject to therelevant Recovery Event or, in the case of a Specified Disposition, the purchase of ReinvestmentProperty.

“Reinvestment Property” means (i) with respect to any Specified Dispositioninvolving any assets that are part of either Project, equipment or other assets that become part ofsuch Project, (ii) with respect to any other Specified Disposition involving assets of any Obligor,any assets used or useful in the business of the Obligors (provided that if the assets sold areCollateral then the Reinvestment Property acquired with the Net Cash Proceeds from such sale

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shall also become Collateral) and (iii) with respect to any other Specified Disposition involvingassets of any Non-Guarantor Subsidiary, any assets used or useful in the business of theBorrower or any Subsidiary.

“Release” means disposing, discharging, injecting, spilling, leaking, leaching,dumping, pumping, pouring, emitting, escaping, emptying, seeping, placing, migrating and thelike, into, through or upon any land or water or air, or otherwise entering into the environment.

“Requested Advance Date” means, for any Advance Request, the date requestedby the Borrower for FFB to make an Advance under the relevant Note.

“Required Consents” has the meaning given to such term in Section 6.7(b).

“Required Insurance” has the meaning given to such term in Section 7.4.

“Requirements of Law” means, as to any Person, any law, treaty, rule orregulation or determination of an arbitrator or a court of competent jurisdiction or otherGovernmental Authority, in each case applicable to and binding upon such Person and any of itsproperty, and to which such Person and any of its property is subject.

“Responsible Officer” means, with respect to any Person, the chief executiveofficer, president, chief accounting officer, chief financial officer, treasurer, vice president offinance, controller or general counsel of such Person.

“Restoration Account” has the meaning given to such term in Section 7.5(c).

“Restricted Payment” has the meaning given to such term in Section 9.9.

“SDN List” means the most current list of “Specially Designated Nationals andBlocked Persons” (Appendix A to 31 CFR chapter V) as published by OFAC at its officialwebsite, http://www.treas.gov/offices/enforcement/ofac/sdn/, or at any replacement website orother replacement official publication of such list

“SEC” means the Securities and Exchange Commission, any successor theretoand any analogous Governmental Authority.

“Section 136” means Section 136 of the Energy Independence and Security Act of2007 (Pub.L. 110-140), as amended from time to time.

“Secured Obligations” has the meaning given that term in the Collateral AgencyAgreement.

“Secured Parties” means, collectively, DOE, FFB, the Collateral Agent and anyother holder of any Secured Obligations outstanding at any time.

“Securities Act” means the Securities Act of 1933, as amended.

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“Security Documents” means, collectively, the Collateral Agency Agreement, theGeneral Security Agreement, the Finnish Security Agreement, the Collateral Schedules, eachCollateral Supplement, each Copyright Security Agreement, each Patent Security Agreement,each Trademark Security Agreement, each Control Agreement, each Collateral AccessAgreement, each Mortgage, each Direct Agreement and each other security document hereafterdelivered to any Lender Party granting a Lien on any property and assets of any Person to secureany of the Secured Obligations.

“Solvent” means, with respect to any Person, that as of the date of determination,(a) the sum of such Person’s debt and liabilities (including contingent liabilities) does not exceedthe present fair saleable value of such Person’s present assets; (b) such Person’s capital is notunreasonably small in relation to its business as contemplated on each of the Principal InstrumentDelivery Date, the Financial Closing Date and the Requested Advance Date and reflected in theBusiness Plan or with respect to any transaction contemplated or undertaken after the PrincipalInstrument Delivery Date; and (c) such Person has not incurred and does not intend to incur, orbelieve (nor should it reasonably believe) that it will incur, debts beyond its ability to pay suchdebts as they become due (whether at maturity or otherwise). For purposes of this definition, theamount of any contingent liability at any time shall be computed as the amount that, in light ofall of the facts and circumstances existing at such time, represents the amount that canreasonably be expected to become an actual or matured liability (irrespective of whether suchcontingent liabilities meet the criteria for accrual under Statement of Financial AccountingStandard No. 5) and present fair saleable value means the amount that may be realized by awilling seller from a willing buyer if such Person’s aggregate or total assets (including goodwill)are sold with reasonable promptness.

“Specified Disposition” means a Disposition of any property or assets of theBorrower or any Subsidiary (whether or not Collateral) made pursuant to clause (b) or (l) ofSection 9.5.

“Standard & Poor’s” or “S&P” Standard & Poor’s Ratings’ Group, a division ofMcGraw-Hill Inc., a New York corporation.

“Stockholders’ Agreement” has the meaning given to such term in clause (a) ofthe definition of “Principal Equity Documents”.

“Subordination Agreement” means the Intercompany Subordination Agreement tobe executed and delivered to DOE by the Obligors, substantially in the form of Exhibit O hereto.

“Subsidiary” means, with respect to any Person, any corporation, partnership,limited liability company, association, joint venture or other business entity the accounts ofwhich would be consolidated with those of such Person in such Person’s consolidated financialstatements if such financial statements were prepared in accordance with United States generallyaccepted accounting principles as of such date, as well as any other corporation, partnership,limited liability company, association, joint venture or other business entity of which more than50% of the total voting power of shares of stock or other ownership interests entitled (withoutregard to the occurrence of any contingency) to vote in the election of the Person or Persons(whether directors, managers, trustees or other Persons performing similar functions) having the

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power to direct or cause the direction of the management and policies thereof is at the timeowned or controlled, directly or indirectly, by that Person or one or more of the otherSubsidiaries of that Person or a combination thereof. Unless otherwise qualified, all referencesto a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary orSubsidiaries of the Borrower.

“Subsidiary Guarantee” means a guarantee by the Additional Guarantors,substantially in the form of Exhibit D hereto.

“Subsidiary Joinder Agreement” means an agreement by which each Subsidiarybecomes a party to the Subsidiary Guarantee, the General Security Agreement, the CollateralAgency Agreement, the Subordination Agreement and each other Loan Document to which allAdditional Guarantors are parties, substantially in the form of Exhibit I hereto.

“Trademarks” means trademarks, trade names, business names, trade styles,service marks, logos and other source or business identifiers, and in each case, all goodwillassociated therewith, and all registrations and recordations thereof and all rights to obtain suchrenewals and extensions.

“Trademark Security Agreement” means the Notice of Grant of Security Interestin Trademarks to be executed and delivered by each applicable Obligor, the Collateral Agent andthe other parties named therein, substantially in the form of Exhibit E to the General SecurityAgreement.

“Trade Secrets” has the meaning given such term in the definition of IntellectualProperty.

“Transaction Documents” means, collectively, the Loan Documents and theProject Documents.

“Transmission Code” means the code delivered by DOE to each of the AuthorizedTransmitters of the Borrower.

“UCC” means the Uniform Commercial Code as adopted and in effect in the Stateof New York.

“United States” and “U.S.” means the United States of America.

“USA PATRIOT Act” means the Uniting and Strengthening America by ProvidingAppropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Pub. L. 107-56).

“Valmet” means Valmet Automotive, Inc., a Finnish corporation.

“Valmet Assembly Agreement” means the Assembly Agreement dated as ofOctober 8, 2008, as amended April 12, 2010, between the Borrower and Valmet related to theKarma vehicle.

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Annex B

FINANCIAL COVENANTS

(a) Rules of Construction.

The financial covenants set forth in this Annex B will be based on Holding’sconsolidated Financial Statements in accordance with the principles set forth in Section 1.5 ofthe Agreement. They will be calculated, and the terms set forth in paragraph (b) below will bedefined, in a manner that is consistent with the examples set forth in the document titled“Financial Covenant Examples” included in the Forms Supplement.

(b) Defined Terms.

All other capitalized terms used in this Annex B will have the meanings ascribedthereto in the Agreement.

“EBITDA” means, for any period, with respect to Holding and its consolidatedSubsidiaries, consolidated net income plus to the extent reducing consolidated net income, thesum, without duplication, of amounts for: (i) consolidated interest expense, (ii) provisions forfederal, state, local and foreign income taxes (including franchise and similar taxes), (iii) totaldepreciation expense, (iv) total amortization expense, (v) other non-cash charges reducingconsolidated net income including with respect to stock based compensation, warranty, inventoryreserves, (vi) any net after-tax non-cash loss from the early extinguishment of indebtedness orhedging obligations or derivative instruments, (vii) losses from non-ordinary course asset sales,(viii) non-operating losses, (ix) mark-to-market losses recognized pursuant to FinancialAccounting Standards Board Statement No. 133 or any successor thereof, and (x) intangiblewrite downs; and minus, to the extent increasing consolidated net income, the sum, withoutduplication, of amounts for: (i) federal, state, local and foreign income tax credits, (ii) non-cashgains increasing consolidated net income, (iii) any net after-tax income from the earlyextinguishment of indebtedness or hedging obligations or other derivative instruments, (iv) gainsfrom non-ordinary course asset sales, (v) non-operating income, (vi) mark-to-market gainsrecognized pursuant to Financial Accounting Standards Board Statement No. 133 or anysuccessor thereof, and (vii) intangible gains.

“Fixed Charge Coverage Ratio” means, for any four fiscal quarter period, theratio of EBITDA to interest expense, scheduled principal payments on any Indebtedness,operating lease expenses and capital expenditures for Holding and its consolidated subsidiaries.

“Total Debt” means, as of any date, all Indebtedness of Holding and itsconsolidated subsidiaries.

“Tangible Net Worth” means, as of any date, for Holding and its consolidatedsubsidiaries, consolidated total assets minus consolidated total liabilities, after the reduction ofthe value of any intangible assets.

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The following Financial Covenants will be measured:

(i) The ratio of Total Debt to EBITDA commencing with the fiscal quarterending December 31, 2012, shall not at any time exceed

and will be testedquarterly at the end of each fiscal quarter based on trailing four quarter financial results.

(ii) The Fixed Charge Coverage Ratio shall exceed at the end of eachmeasurement period ending on or after December 31, 2012. Holding’s Fixed ChargeCoverage Ratio will be tested quarterly based on trailing twelve month financial results.

(iii) Tangible Net Worth at the end of each fiscal year shall equal or exceed thefollowing levels:

Fiscal Year Ending Minimum Tangible Net Worth

(iv) EBITDA commencing with the fiscal year ending December 31, 2011shall not be less than the levels set forth in the schedule below for the applicable fiscalyear:

Fiscal Year Ending Minimum EBITDA

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SCHEDULE 6.8

PROJECT DOCUMENT QUALIFICATIONS

None of the following Project Documents contains (i) provisions consenting to their assignmentpursuant to the General Security Agreement to the Collateral Agent as collateral for the Loans,(ii) provisions allowing the Collateral Agent to exercise and enforce all of the Borrower’s or anySubsidiary’s rights thereunder, (iii) in the case of purchase orders and supply agreements,provisions giving DOE and the Collateral Agent inspection rights equivalent to those containedin the Model Purchase Order, (iv) provisions requiring that DOE and the Collateral Agent begiven notice of Borrower’s or any Subsidiary’s defaults thereunder and an opportunity to curesuch defaults, and (v) in the case of purchase orders and supply agreements, other provisions thatare otherwise not materially less favorable to the Borrower, such Subsidiary, the CollateralAgent or DOE than those contained in the Model Purchase Order:

1. The purchase orders identified on Schedule 14.

None of the above described Project Documents contains a prohibition on Fisker creating asecurity interest in its rights under the relevant agreement in favor of the Collateral Agent.

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SCHEDULE 6.30

MOST HIGHLY COMPENSATED EMPLOYEES

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SCHEDULE 81

Part /Item

DeliverableSection of

LARA

A. By the 15th day of the first quarter of each Fiscal Year (e.g., by January 15th)

1.Annual Budget in which all costs will be separately identified consistently with the InitialBudget among (i) the cost of construction and/or completion of each Project inaccordance with the Business Plan and (ii) the cost of operating each Project inaccordance with such Business Plan, which Annual Budget shall also provide acomparison of each line item to the corresponding line item in the Initial Budget

8.2

B. By the 30th day after the end of each month (e.g., by March 30 for the month ofFebruary)

1.Monthly unaudited consolidated Financial Statements of Holding, the Borrower and theSubsidiaries for the month then-ended

8.1(a)(i)

2.Compliance Certificate (as required by Sections 8.1(d)(i)-(iv)) with respect to monthlyunaudited consolidated and consolidating Financial Statements of Holding, the Borrowerand the Subsidiaries for the month then-ended

8.1(a)(ii)

3.Monthly Progress and Purchase Order Report substantially in the form of the documenttitled “Monthly Progress and Purchase Order Report” included in the Forms Supplement 8.3(f)

C. By the 45th day after the end of each fiscal quarter (e.g., by May 15 for the first fiscalquarter)

1.Quarterly unaudited consolidated Financial Statements of Holding, the Borrower and theSubsidiaries for the fiscal quarter then-ended 2

8.1(b)(i)

1 The financial statements, certificates, reports and other materials required to be delivered on the same day underArticle VIII are required to be delivered at the same time as part of a single transmittal from the Borrowertogether with a communication from the Borrower describing each such financial statement, certificate or reportand other materials enclosed therein and referencing the section of Article VIII which requires such delivery.The example delivery dates (e.g., by April 30th for each Fiscal Year) in this Schedule 8: (a) assume that theFiscal Year is January 1 – December 31; and (b) do not account for the extra calendar day of February 29th ineach “leap” year.

2 If, as a result of any change in the Designated Standard (or any of the policies, procedures or methodologiesused in the application thereof) from those used in the preparation of the Historical Financial Statements, theconsolidated Financial Statements of Holding, the Borrower and the Subsidiaries delivered pursuant to Sections8.1(b) or (c) will differ in any material respect from the consolidated Financial Statements that would have beendelivered pursuant to such subdivisions had no such change been made, then the Borrower is required to (i)notify DOE in writing of such change promptly after the Borrower obtains knowledge thereof and (ii) promptlyafter the request of DOE, deliver to DOE one or more statements of reconciliation with respect to the period orperiods of time affected by such change, not to exceed the four fiscal quarters preceding the fiscal quarterduring which such change occurred, in form and substance satisfactory to DOE.

SCHEDULE 8 - 2

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Part /Item

DeliverableSection of

LARA

2.Quarterly unaudited consolidating Financial Statements of Holding, the Borrower and theSubsidiaries for the fiscal quarter then-ended 8.1(b)(ii)

3.Compliance Certificate (as required by Sections 8.1(d)(i)-(iv)) with respect to quarterlyunaudited consolidated and consolidating Financial Statements of Holding, the Borrowerand the Subsidiaries for the fiscal quarter then-ended

8.1(b)(iii)

4.Quarterly Progress Reports for each Project in a form to be agreed that is satisfactory toDOE setting forth a narrative analysis of the current and expected future status of eachProject relative to the Milestones for such Project and the other goals for each Projectcontemplated by the Business Plan and including, among other things, a summary of theprior quarter’s operations and a summary of the fiscal year-to-date operations

8.3(a)

5.From and after commencement of the renovation of the Nina Facility, a Nina FacilityConstruction Progress Report summarizing the construction and re-equipping activitiesduring such quarter

8.3(b)

6.Revised Business Plan which shall be substantially in the form of the document titled“Sample Business Plan” included in the Forms Supplement 8.3(c)

7.Agreed-Upon Procedures Report substantially in the form of the document titled“Agreed-Upon Procedures Report” included in the Forms Supplement and prepared bythe AUP Auditor

8.3(d)

8.Intellectual Property Report to the DOE and the Collateral Agent (by delivery of aCollateral Supplement setting forth the relevant information) with respect to (i) the filingof any application to register or issue any Intellectual Property with the United StatesPatent and Trademark Office, the United States Copyright Office, any state registry, orforeign counterpart of the foregoing (whether such application is filed by the Borrower,any of its Subsidiaries, or through any agent, employee, licensee, or designee thereof), (ii)the registration of any Intellectual Property by any such office, (iii) the registration of anydomain name, the loss of which could reasonably be expected to result in a MaterialAdverse Effect and (iv) any new material licenses or other agreements related toIntellectual Property entered into by the Borrower or any of its Subsidiaries

8.3(e)

9.Environmental Report satisfactory to DOE, summarizing the environmental performanceof the Projects over the preceding year, with sufficient information (as determined byDOE) to allow the DOE to monitor the Projects’ performance with respect to theenvironment and their compliance with Environmental Laws and including certainnarrative summaries

8.3(g)

D. By the 120th day after the end of each Fiscal Year (e.g., by April 30th for each FiscalYear)

1.Annual audited consolidated Financial Statements of Holding, the Borrower and theSubsidiaries for the Fiscal Year then-ended3

8.1(c)(i)

2.Annual unaudited consolidating Financial Statements of Holding, the Borrower and theSubsidiaries for the Fiscal Year then-ended 8.1(c)(ii)

3 See footnote 2, above.

SCHEDULE 8 - 3

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Part /Item

DeliverableSection of

LARA

3.Compliance Certificate (as required by Sections 8.1(d)(i)–(v) (note additionalrequirements of Section 8.1(d)(v))) with respect to annual audited consolidated andconsolidating Financial Statements of Holding, the Borrower and the Subsidiaries for theFiscal Year then-ended

8.1(c)(iii)

4.Report of Holding’s Independent Auditor

8.1(c)(iv)

5.Management representation letters delivered (a) by Holding to its Independent Auditor,and (b) to Holding from its Independent Auditor, including (if issued) a report on theeffectiveness of Holding’s internal control over financing reporting

8.1(c)(v)

6.Written statement of Holding’s Independent Auditor stating that no condition or eventhas come to their attention that causes them to believe that a breach of any of thecovenants set forth on Annex B had or has occurred or if, such a condition or event hascome to their attention, a statement as to the nature and period of existence thereof

8.1(c)(vi)

E. Other Recurring Delivery Requirements

1.To the extent not submitted with other deliverables, copies of annual or interim auditreports and management letters submitted to Borrower by Borrower’s IndependentAuditor within 10 Business Days of receipt thereof by Borrower

8.1(f)

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SCHEDULE 13

MINIMUM ADDITIONAL EQUITY MILESTONES

Amounts4 Milestone Completion Dates

4 May include equity bridge loans made after May 1, 2009 which have been converted to equity prior to thePrincipal Instrument Delivery Date. To qualify as Minimum Additional Equity the terms of the transactionmust be satisfactory to DOE and the proceeds must have been received by Borrower in the form of (orconverted to) unrestricted cash.

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SCHEDULE 15

SUPPLY AGREEMENTS

NO. SUPPLY AGREEMENT DATE