TERM LOAN AGREEMENT

$40,950,000

TERM LOAN AGREEMENT

Between

THE ANDERSONS RAIL OPERATING I LLC,

as Borrower,

THE LENDERS NAMED HEREIN,

and

SIEMENS FINANCIAL SERVICES, INC.,

as Agent and Lender

Dated as of

December 29, 2005

EXHIBIT A — Form of Promissory Note

EXHIBIT B — Form of Pay Proceeds Letter

EXHIBIT C — Form of Officer’s Certificate

EXHIBIT D — Form of Notice of Assignment

EXHIBIT E — Form of Transfer Agreement

1

TERM LOAN AGREEMENT, dated as of December 29, 2005, among THE ANDERSONS RAIL OPERATING I LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Lenders ”) and SIEMENS FINANCIAL SERVICES, INC. (in its capacity as Agent for the Lenders hereunder together with its successors and permitted assigns in such capacity, the “Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower desires to acquire the Equipment and related Equipment Leases described in Schedule A to the Security Agreement;

WHEREAS, the Borrower wishes to borrow from the Lenders in order to facilitate the acquisition of the Equipment and related Equipment Leases described in Schedule A to the Security Agreement in accordance with the terms of the Transfer Documents.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained herein, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

SECTION 1.1. Definitions . The following terms shall have the following meanings for the purposes of this Agreement:

“AAR” means the Association of American Railroads.

“Affiliate” of any Person means any other Person, which directly or indirectly controls, or is controlled by, or is under common control with, such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the management and policies of a Person, the ownership of voting securities, by contract or otherwise, and the term “controlled” shall have a meaning correlative to the foregoing.

“Agent” has the meaning specified in the initial paragraph of this Agreement.

“Agreement” means this Term Loan Agreement, together with all Exhibits and Schedules attached hereto, as the same may be amended, supplemented or modified, from time to time.

“Appraisal” means a written appraisal of the Fair Market Value of the Equipment conducted by an independent third party appraiser selected by Borrower and reasonably acceptable to the Agent.

“Appraisal Date” means, with respect to any Appraisal, the date of such Appraisal.

“Asset Sale” means any Disposition of any Collateral by the Borrower (including, without limitation, in connection with a 1031 Transaction) other than as a result of a Manager Buyback or a Servicer Buyback.

“Assignor” has the meaning assigned to it in Section 8.5(c).

“Benefited Lenders” has the meaning assigned to it in Section 8.13.

“Borrower” has the meaning specified in the initial paragraph of this Agreement.

“Business Day” means any day of the year other than a Saturday, Sunday or a holiday on which banks are required or authorized by law to close in the State of New Jersey.

“Car Mark Agreement” means the Car Mark Agreement, dated as of December 29, 2005, between the Borrower and The Andersons.

“Cash Collateral Account” has the meaning assigned to it in the Security Agreement.

“Cash Collateral Account Blocked Account Agreement” means the Account Control Agreement, dated as of December 29, 2005, among the Borrower, the Agent and Fifth Third Bank.

“Casualty Loss” means, with respect to any Item of Equipment, such Item of Equipment is destroyed, lost, stolen, irreparably damaged, or missing for a period in excess of thirty 30 days, taken by any governmental entity (including without limitation condemnation, confiscation, requisition, taking of title or use by any governmental entity).

“Closing Date” means the date the Loans are disbursed under this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and rulings and regulations issued thereunder.

“Collateral” has the meaning specified in the Security Agreement.

“Collection Account” has the meaning specified in the Security Agreement.

“Collection Account Blocked Account Agreement” means the Lockbox and Account Control Agreement, dated as of December 29, 2005, among the Borrower, the Agent and Fifth Third Bank.

“Commitment” means, for each Lender, the obligation of such Lender to make a Loan to the Borrower on the Closing Date in an amount equal to the amount set forth opposite the name of such Lender on the signature pages hereof.

“Concentration Limits” means the limitations set forth in Section 5.1(u).

“Debt Service Coverage Ratio”: means, for the calendar quarter immediately succeeding the applicable Determination Date, the ratio of (a) the Eligible Lease Receivables for such calendar quarter to (b) the scheduled payments of principal and interest payable by the Borrower in respect of the Loans for such calendar quarter.

“Default” means the occurrence and continuance of an event or condition which with giving of notice or the passage of time or both, would constitute an Event of Default.

“Default Rate” has the meaning assigned to it in Section 2.4(e).

“Determination Date” means of March 31, June 30, September 30 and December 31 of each calendar year.

“Disposition” means any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition; and the term “Dispose” and “Disposed” shall have correlative meaning.

“Dollars” and “$” means the lawful and freely transferable currency of the United States of America.

“Eligible Assignee” means (i) a commercial bank, savings and loan institution, insurance company or financial institution organized under the laws of the United States, or any State thereof, (ii) a commercial bank organized under the laws of any other country which is a member of the OECD, or a political subdivision of any such country, provided that such bank is acting through a branch or agency located in the United States, the Cayman Islands or the country in which it is organized or another country which is also a member of the OECD, (iii) the central bank of any country which is a member of the OECD, and (iv) a finance company, insurance company or other financial institution or a fund which is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business, is doing business in the United States and is organized under the laws of the United States, or any State thereof, or under the laws of any member country of the OECD.

“Eligible Item of Equipment” means, as of any date of determination, an Item of Equipment that satisfies the representations and warranties with respect to Items of Equipment contained in Section 3.02 of the Sale Agreement (with respect to Items of Equipment transferred to the Borrower under the Sale Agreement) and Section 4.03 of the Management Agreement (with respect to all other Items of Equipment) as of the immediately preceding Payment Date.

“Eligible Lease” means, as of any date of determination, an Equipment Lease that satisfies each of the representations and warranties with respect to Equipment Leases contained in Section 4.1(o) of this Agreement and Section 3.02 of the Sale Agreement (with respect to Equipment Leases transferred to the Borrower under the Sale Agreement) and Section 4.03 of the Management Agreement (with respect to all other Equipment Leases) as of the immediately preceding Payment Date.

“Eligible Lease Receivables” means, for any calendar quarter, the aggregate of the scheduled payments of rent under each Eligible Lease other than those Eligible Leases as to which rent or other amounts payable are overdue by more than 120 days.

“Environmental Claim” shall mean any claim alleging any damage to the environment or violation of any Environmental Law.

“Environmental Laws” shall mean any federal, state, provincial, local, or foreign statute, law, regulation, ordinance, rule, judgment, order, decree, permit, concession, grant, franchise, license, agreement or governmental restriction relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to any of the foregoing related to Hazardous Commodities or wastes, air emissions and discharges to waste or public systems.

“Equipment” has the meaning assigned to it in the Security Agreement.

“Equipment Lease Documents” means, with respect to each Equipment Lease, such Equipment Lease together with all other the agreements, documents and instruments executed in connection with such Equipment Lease.

“Equipment Lease Proceeds” all payments due and to become due under any Equipment Lease, whether as contractual obligations, damages, casualty payments, insurance proceeds or otherwise.

“Equipment Leases” mean all right, title, interest, claims and demands of the Borrower in, to and under each and every lease or other agreement, including the leases more fully described on Schedule A to the Security Agreement (whether or not such lease is in writing or is for a term certain, including, without limitation, per diem leases) and all Replacement Leases now or hereafter entered into relating to the Equipment, including any extensions of the term of every such lease, all of Borrower’s rights under any such lease to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval.

“Equipment Lessees” means the lessees under the Equipment Leases.

“ERISA” means the Employee Retirement Income Security Act of 1974, any successor statute, and all rules and regulations promulgated thereunder.

“ERISA Event” means the institution of any action or proceeding against the Borrower by the PBGC or a Plan to enforce against the Borrower any (i) liability for failure to make contributions to a Plan which are required under Section 412 of the Code or Section 302 of ERISA, (ii) liability under Title IV of ERISA with respect to the termination of any Plan, or (iii) liability with respect to the withdrawal or partial withdrawal from any Plan.

“Event of Default” has the meaning assigned to it in Section 6.1.

“Fair Market Value” has the meaning assigned to it in the Security Agreement.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day as of 11:00 a.m. New York time on such transactions received by the Agent from three federal funds brokers of recognized standing selected by it.

“GAAP” means at any time the generally accepted United States accounting principles at such time.

“Governmental Authority” means any federal, state, provincial, municipal or other governmental or quasi-governmental department, commission, board, bureau, agency, authority or instrumentality, or any court or administrative bureau, in each case whether of the United States, any of its possessions or territories, or of any foreign nation or any jurisdiction thereof, or, with respect to any Person, any arbitration, tribunal or non-governmental authority to whose jurisdiction such Person has consented.

“Hazardous Commodities” shall mean the following commodities: (a) any substance that is listed as a “hazardous waste” pursuant to 42 U.S.C. Section 6901 et seq. or exhibits one or more of the characteristics of “hazardous waste” described in regulations promulgated pursuant to 42 U.S.C. Section 6901 et seq.; (b) any substance that is a “hazardous substance” under the definition set forth in 42 U.S.C. Section 9601(14); (c) any substance contained on a list of “extremely hazardous substances” pursuant to 42 U.S.C. Section 11002(a)(2); (d) any petroleum product (other than solid plastic products); (e) any radioactive material; (f) asbestos; (g) polychlorinated biphenyls; (h) any substance that is a “pesticide” under the definition set forth in 7 U.S.C. Section 136(u); (i) any chemical substance or living organism regulated under 21 U.S.C. Chapter 9 (the Federal Food, Drug and Cosmetic Act) which is capable of having an acute or chronic toxic effect upon any species of living organism; (j) any Municipal Waste referred to in, or any K grade or W grade commodities listed in Appendix A to, Car Service Rule 14; (k) any other substance, product, liquid, waste, pollutant, chemical, contaminant, insecticide, pesticide, gaseous or solid matter, organic or inorganic matter, fuel, micro-organism, ray, odor, radiation, energy, vector, plasma, constituent or material which (i) is or becomes listed, regulated or addressed under any Environmental Law, or (ii) is, or is deemed to be, alone or in any combination, hazardous, hazardous waste, toxic, a pollutant, a deleterious substance, a contaminant or a source of pollution or contamination under any Environmental Law applicable to railcars operating in Canada.

“Indebtedness” means, with respect to any Person, without duplication, (i) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (ii) all obligations of such Person evidenced by bonds, debentures, equipment trust certificates, notes or similar instruments, (iii) all obligations of such Person upon which interest charges are customarily paid, (iv) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (v) all obligations of such Person issued or assumed as the deferred purchase price of property or services, (vi) all Indebtedness of others secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed but only up to the lesser of the value of the property at the time subject to such Liens and the amount of such Indebtedness, (vii) all guarantees by such Person of Indebtedness of others, (viii) all capital lease obligations of such Person, (ix) all obligations of such Person in respect of interest rate protection agreements, foreign currency exchange agreements or other interest or exchange rate hedging arrangements, (x) any sale-leaseback or similar arrangement and (xi) all obligations of such Person as an account party in respect of letters of credit and bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner (unless such Indebtedness in non-recourse to such general partner).

“Indemnified Party” has the meaning assigned to it in Section 8.8.

“Independent Manager” has the meaning set forth in the Borrower’s Limited Liability Company Agreement, dated as of December 29, 2005, as the same may be amended, supplemented or otherwise modified from time to time.

“Interest Rate” means 5.9108%.

“Investment Grade” means, with respect to any Person, that such Person or the long-term unsecured, unguaranteed indebtedness issued by such Person has been Rated “BBB-” or better by S&P or “Baa3” or better by Moody’s.

“Item of Equipment” has the meaning assigned to it in the Security Agreement.

“Lenders” has the meaning assigned to it in preamble hereto.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind.

“Loan” means any loan made by any Lender pursuant to this Agreement.

“Loan Documents” mean this Agreement, the Security Agreement, the Notes, the Pledge Agreement, the Cash Collateral Blocked Account Agreement, the Collection Account Blocked Account Agreement, the Lockbox Agreement and any certificates, notices and documents executed and delivered in connection herewith or therewith.

“Loan to Value Ratio” means, as of any Appraisal Date, the ratio, expressed as a percentage of (i) the outstanding principal balance of the Loan to (ii) the sum of (A) the aggregate Fair Market Value of the Equipment (not subject to Casualty Loss) set forth in the Appraisal issued on such Appraisal Date and (B) the aggregate amount on deposit in the Cash Collateral Account on such Appraisal Date that relates to the Net Cash Proceeds of permitted Asset Sales and Recovery Events; provided , however that (i) the Fair Market Value of any Equipment with respect to which the Agent does not have a valid, perfected first-priority Lien in the United States and Canada (other than Permitted Liens) on such Appraisal Date shall be excluded from the value of the Equipment in determining the Loan to Value Ratio and (ii) amounts on deposit in the Cash Collateral Account shall be excluded from the determination of the Loan to Value Ratio at such time as the Agent fails to have a valid, perfected first-priority Lien on the Cash Collateral Account.

“Lockbox Account” has the meaning assigned to it in the Security Agreement.

“Lockbox Agreement” means the Authorization Form for Treasury Services, dated December 29, 2005, between the Borrower and Fifth Third Bank.

“Management Agreement” means the Management Agreement, dated the date hereof, among The Andersons and the Borrower, as the same may be amended, supplemented or modified from time to time.

“Mangaer” means The Andersons or any other Person appointed as manager under the Management Agreement from time to time.

“Manager Buyback” has the meaning assigned to it in Section 2.7(c).

“Material Adverse Effect” means (i) a materially adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Borrower, or (ii) a material impairment of the ability of the Borrower to perform its obligations under or to remain in compliance with the Loan Documents.

“Maturity Date” means January 15, 2013.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Cash Proceeds” means the proceeds thereof in the form of cash and cash equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of any Asset Sale or Recovery Event, net of attorneys’ fees, accountants’ fees and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements.

“Non-Excluded Taxes” has the meaning assigned to it in Section 8.22(a).

“Non-U.S. Lender” has the meaning assigned to it in Section 8.22(c).

“Note(s)” has the meaning assigned to it in Section 2.5.

“Obligations” has the meaning assigned to it in Section 8.13.

“OECD” means the Organization for Economic Cooperation and Development.

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant” has the meaning assigned to it in Section 8.5(b).

“Pay Proceeds Letter” has the meaning assigned to it in Section 2.2.

“Payment Date” means the fifteenth day of each calendar month, commencing with February 15, 2006.

“Payment Office”: the office specified from time to time by the Agent as its payment office by notice to the Borrower and the Lenders.

“PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Per Diem Lease” shall mean an Equipment Lease in which the Equipment Lessee pays an amount based on the miles traveled and the use of the Equipment, although the Equipment Lessee may have free use of the Equipment while the Equipment is on a Equipment Lessee’s railroad.

“Permitted Affiliate Arrangements” means (i) the Management Agreement, the Servicing Agreement or such other management, lease administration, auditing and accounting, secretarial and other administrative and operational services to the Borrower at rates reasonably determined by the Borrower’s managing member to be no less favorable to the Borrower than the rates which could be obtained for similar services from independent third parties, (ii) the Car Mark Agreement and (iii) the inclusion of the Borrower as an insured under a policy of insurance obtained by the Servicer or its subsidiaries with an insurance company which policy shall be on terms reasonably determined by the Borrower’s managing member to be no less favorable to the Borrower than the terms at which a similar policy could be obtained directly from independent third parties.

“Permitted Liens” means (a) materialmens’, mechanics’, carriers’, repairmens’, employees’ or other similar Liens arising in the ordinary course of business, other than Liens for amounts due and owing, that individually or in the aggregate do not detract from the value of the property subject thereto or affected thereby, (b) Liens for current taxes, of any kind, not yet due and payable or that are being contested in good faith by appropriate proceeding for which adequate reserves have been established in accordance with GAAP, so long as enforcement thereof has been stayed and such proceedings do not involve any material risk of forfeiture, loss or sale of any Items of Equipment and (c) statutory Liens arising or incurred in the ordinary course of business by operation of law for which payment is not yet due and payable or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP.

“Person” includes any individual, business trust, partnership, limited liability company, limited liability partnership, joint venture, firm, corporation, association, joint stock company, trust or other enterprise, or any government or political sub-division or agency, department or instrumentality thereof.

“Plan” means any employee pension benefit plan of the Borrower subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower, or any trade or business that for purposes of Title IV of ERISA is a member of the Borrower’s controlled group, or under common control with the Borrower, within the meaning of Section 414 of the Code, is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pledge Agreement” means the Pledge Agreement, dated the date hereof, executed and delivered by The Andersons in favor of the Agent and the Lenders, as the same may be amended, supplemented or otherwise modified from time to time.

“Pledged Collateral” has the meaning set forth in the Pledge Agreement.

“Prime Rate” means the rate of interest per annum adopted and announced from time to time by J.P. Morgan Chase Bank as its prime commercial lending rate at its primary lending office in the United States.

“Qualified Intermediary” has the meaning set forth in 26 C.F.R. 1.1031(k)-1(g)(4).

“Rated” means, with respect to any Person, the rating most recently published, issued or announced by S&P or Moody’s, as the case may be.

“Recovery Event” means any settlement of or payment in respect of Casualty Loss.

“Register” has the meaning assigned to it in Section 8.5(d).

“Registrar General” has the meaning assigned to it in Section 3.1(c).

“Reinvestment Deferred Amount” means with respect to any Asset Sale or Recovery Event, the aggregate Net Cash Proceeds received by the Borrower or deposited with a Qualified Intermediary (in the case of a 1031 Transaction) in connection therewith that are not applied to prepay the Loans pursuant to Section 2.7(b) as a result of the delivery of a Reinvestment Notice.

“Reinvestment Notice” means a written notice executed by a Responsible Officer stating that no Default or Event of Default has occurred and is continuing and that the Borrower intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire or repair assets useful in its business.

“Reinvestment Prepayment Amount” means with respect to any Asset Sale or Recovery Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire assets useful in the Borrower’s business.

“Reinvestment Prepayment Date” means with respect to any Asset Sale or Recovery Event, the earlier of (a) the date occurring six months after such Asset Sale or Recovery Event and (b) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, acquire or repair assets useful in the Borrower’s business with all or any portion of the relevant Reinvestment Deferred Amount.

“Replacement Unit” has the meaning assigned to it in the Security Agreement.

“Replacement Lease” has the meaning assigned to it in the Security Agreement.

“Required Lenders” means the holders of in excess of 50% of the outstanding principal amount of the Loans; provided , however any principal amount of the Loans held by an Affiliate of the Borrower shall not be included in the determination of the Required Lenders.

“Reserve Amount” shall mean $2,631,389.16.

“Responsible Officer” means any one of the President, the Chief Financial Officer, the Treasurer, the Assistant Treasurer, the Secretary or the Assistant Secretary of the Servicer or any Person instructed by the Servicer to have responsibility over and to administer this transaction or any aspect thereof; provided , that with respect to certifying financial statements, “Responsible Officer” shall not include the Secretary or Assistant Secretary of the Servicer.

“Rolling Stock” means standard gauge railroad rolling stock, other than passenger equipment or work equipment, used or intended for use in connection with interstate commerce, excluding, however, railroad rolling stock scrapped or intended to be scrapped.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“Sale Agreement” means the Sale Agreement, dated as of December 29, 2005, between the Borrower, as buyer, and The Andersons, as seller.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Security Agreement” means the Security Agreement, dated the date hereof, made by the Borrower in favor of the Lenders and the Agent, as the same may be amended, supplemented or modified from time to time.

“Seller Buyback” has the meaning assigned to it in Section 2.7(c).

“Servicer” means The Andersons or any other Person appointed servicer under the Servicing Agreement from time to time.

“Servicer Buyback” has the meaning assigned to it in Section 2.7(c).

“Servicing Agreement” means the Servicing Agreement, dated the date hereof, among The Andersons and the Borrower, as the same may be amended, supplemented or modified from time to time.

“Solvent” shall mean with respect to any Person that as of the date of determination both (a)(i) the then fair saleable value of the property of such Person is (A) greater than the total amount of liabilities (including contingent liabilities) of such Person and (B) not less than the amount that will be required to pay the probable liabilities on such Person’s then existing debts as they become absolute and matured considering all financing alternatives and potential asset sales reasonably available to such Person, (ii) such Person’s capital is not unreasonably small in relation to its business or any contemplated or undertaken transaction, and (iii) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due; and (b) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“STB” has the meaning assigned to it in Section 3.1(c).

“Subsidiary” means as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

“1031 Exchange Agreement” has the meaning assigned to it in Section 5.1(m).

“1031 Proceeds” has the meaning assigned to it in Section 5.1(m).

“1031 Transaction” shall mean a like-kind exchange transaction in accordance with Section 1031 of the Code which shall be in all respects acceptable to the Agent.

“The Andersons” means The Andersons, Inc., an Ohio corporation.

“Transaction Documents” means, collectively, the Loan Documents, the Transfer Documents, the Servicing Agreement, the Management Agreement and the Car Mark Agreement.

“Transfer Agreement” means a transfer agreement between a transferring Lender and a Transferee substantially in the form of Exhibit E hereto.

“Transfer Documents” means, collectively, (i) the Sale Agreement and (ii) the Bill of Sale and Assignment Agreement, dated as of December 29, 2005, made by The Andersons in favor of the Borrower.

“Transferee” means a transferee permitted under Section 8.5(c).

“UCC” means the Uniform Commercial Code in effect in the State of Delaware, unless otherwise specified, as amended from time to time.

“UMLER” means the Universal Machine Language Equipment Register maintained by the AAR.

“Utilization Rate” shall mean a fraction (expressed as a percentage) the numerator of which is equal to the total number of units of Equipment constituting Collateral which are subject to an Eligible Lease and the denominator of which is equal to the total number of units of Equipment constituting Collateral.

SECTION 1.2. Other Interpretive Provisions . (a) Except as otherwise specified herein, all references herein (i) to any Person shall be deemed to include such Person’s successors and permitted assigns, (ii) to any applicable law defined or referred to herein shall be deemed references to such applicable law or any successor applicable law as the same may have been or may be amended or supplemented from time to time and (iii) any agreement or document shall be deemed references to such agreement or document as amended, supplemented, restated or otherwise modified and in effect from time to time.

(b) When used in this Agreement, (i) the words “this Agreement,” “herein,” “hereof” and “hereunder” and words of similar import shall refer to this Agreement as a whole (together with all Schedules and Exhibits) and not to any provision of this Agreement unless otherwise specified and (ii) the words “Article,” “Section,” “Schedule” and “Exhibit” shall refer to Articles and Sections of, and Schedules and Exhibits to, this Agreement unless otherwise specified.

(c) Whenever the context so requires, the neuter gender includes the masculine or feminine, the masculine gender includes the feminine, and the singular number includes the plural, and vice versa.

(d) Any item or list of items set forth following the word “including,” “include” or “includes” is set forth only for the purpose of indicating that, regardless of whatever other items are in the category in which such item or items are “included,” such item or items are in such category, and shall not be construed as indicating that the items in the category in which such item or items are “included” are limited to such items or to items similar to such items.

(e) The table of contents and the captions to Articles, Sections and subsections of, and Schedules and Exhibits to, this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or in any way affect the meaning or construction of any provision of this Agreement.

(f) Except as otherwise specified therein, terms that are defined herein that are used in any other Loan Documents, certificates, opinions and other documents delivered in connection herewith shall have the meanings ascribed to them herein and such documents shall be otherwise interpreted in accordance with the provisions of this Section 1.2.

(g) References to days shall refer to calendar days unless Business Days are expressly specified.

ARTICLE II.

AMOUNT AND TERMS OF THE LOANS

SECTION 2.1. The Loans . Upon the terms and subject to the conditions hereinafter set forth, each Lender severally and not jointly agrees to make a Loan to the Borrower in a single advance on the date of this Agreement in an amount equal to such Lender’s Commitment, which such Loan, when aggregated with all other Loans made by all Lenders, shall be in an aggregate amount equal to $40,950,000.

SECTION 2.2. Making the Loan . The Loans shall be made on at least two (2) Business Days’ written, telegraphic, telex or telecopy notice from the Borrower to the Agent, specifying the date (which shall be a Business Day) thereof. Not later than 11:00 A.M. (New York City time) on the date of such Loans, each Lender will make available to the Agent at the Agent’s Account by wire transfer of immediately available funds in an aggregate amount equal to its Commitment. Upon receipt by the Agent of such funds and upon fulfillment of the conditions set forth in Article III, the Agent will make such funds available to the Borrower in accordance with the payment instructions of the Borrower (the “Pay Proceeds Letter”) delivered to the Agent, in the form set forth in Exhibit B .

SECTION 2.3. Repayment of Loans . (a) On each Payment Date, the Borrower shall pay to the Agent at the office specified from time to time by the Agent in immediately available funds for account of the Lenders, the amount of principal due on such Payment Date as set forth on Addendum I hereto together with accrued interest on the unpaid outstanding principal balance of the Loans.

(b) On the Maturity Date, the Borrower promises to pay to the Agent for the account of each Lender, the entire outstanding principal balance of the Loans on such date, plus all accrued and unpaid interest in accordance with Section 2.4 and all other amounts then due and owing to the Lenders hereunder and under the other Loan Documents.

SECTION 2.4. Interest . (a) Interest on the unpaid outstanding principal balance of the Loans shall accrue in arrears at a rate per annum equal to the Interest Rate.

(b) On January 15, 2006, the Borrower shall pay to the Agent at the Agent’s Account in immediately available funds for the account of the Lenders, in arrears, an amount equal to $112,734.34, which represents interest on the unpaid outstanding principal balance of the Loans on such date.

(c) On each Payment Date, the Borrower shall pay to the Agent at the Agent’s Account in immediately available funds for the account of the Lenders, accrued interest on the unpaid outstanding principal balance of the Loans.

(d) All calculations of applicable interest under this Section 2.3 shall be made for actual days elapsed on the basis of a year consisting of 365 (or 366, as the case may be) days. Interest accrued on any Loan shall also be payable, on any date such Loan is prepaid (whether due to acceleration or otherwise) and on the Maturity Date.

(e) The Borrower shall pay to the Agent for the account of the Lenders interest on overdue principal and (to the extent permitted by applicable law) overdue interest and on any other amounts payable hereunder or under the other Loan Documents which are overdue, at the rate (the “Default Rate”) of two percent (2%) per annum in excess of the Interest Rate (calculated on the basis of a year consisting of twelve, 30-day months), and such interest shall be payable upon demand of the Agent.

(f) In no event shall the interest rate for the Loan or any other amount payable under the Loan Documents exceed the maximum rate permitted by law, provided , further that notwithstanding anything to the contrary herein, the interest rate payable pursuant to this Agreement shall at no time exceed the lower of (i) the relevant interest rate stated herein, and (ii) the maximum interest rate permitted under applicable law. In the event the Agent ever receives, collects, or applies as interest any such excess, such amount which would be excessive interest shall be applied to the reduction of such other amounts due hereunder or under the Loan Documents then outstanding, and, if such other amounts then outstanding are paid in full, any remaining excess shall forthwith be paid to the Borrower. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the highest lawful rate, the Borrower, the Agent and the Lenders shall, to the maximum extent permitted under applicable law, (A) characterize any payment other than a payment of principal or interest hereunder as an expense, fee, or premium rather than as interest, (B) exclude any voluntary prepayments and the effects thereof, and (C) spread the total amount of interest throughout the period during which any principal of the Loan remains outstanding so that the interest rate is uniform throughout the period during which any principal of the Loan remains outstanding.

SECTION 2.5. Evidence of Debt . (a) Each Loan made by each Lender shall be evidenced by a single promissory note duly executed by the Borrower in favor of such Lender, dated the Closing Date (the “Notes”), which shall be issued in substantially the form attached hereto as Exhibit A , and in a principal amount equal to such Lender’s Commitment and delivered to such Lender pursuant to Article III. The parties agree that the aggregate principal amount of the Notes outstanding at any time shall not exceed the sum of the Commitments of all of the Lenders reduced by any payments, prepayments and repayments of principal made by the Borrower.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from the Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c) The Agent, on behalf of the Borrower, shall maintain the Register in which shall be recorded (i) the amount of each Loan made hereunder and the Note evidencing such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Agent hereunder from the Borrower and each Lender’s share thereof.

(d) The entries made in the Register shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Agent to maintain the Register, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.

SECTION 2.6. Optional Prepayments . At any time, and from time to time, upon not less than five (5) Business Days’ prior written notice to the Agent and the Lenders, the Borrower may prepay the Loans in whole or ratably in part prior to the Maturity Date without any premium or penalty; provided that the Borrower may only prepay the Loans in an aggregate amount equal to $4,095,000 in any calendar year. All prepayments of principal of the Loans, whether voluntary or otherwise (including, but not limited to, prepayment following acceleration upon the occurrence and during the continuance of an Event of Default), shall be accompanied by accrued interest on the amount prepaid and any fees due the Agent and the Lenders but unpaid. Partial prepayments of the Loans shall be in an aggregate principal amount of $500,000 or a whole multiple thereof.

SECTION 2.7. Mandatory Prepayments .

(a) If, on any Appraisal Date, the Loan to Value Ratio exceeds 85%, the Borrower shall, within 3 Business Days thereafter, either (i) prepay the Loans or (ii) add additional Collateral in accordance with Section 6.2(c) of the Security Agreement, to the extent necessary to reduce the Loan to Value Ratio to or below 85%.

(b) If on any date the Borrower shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof on the date of receipt by the Borrower of such Net Cash Proceeds, the Loans shall be prepaid by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.8; provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall be immediately deposited by the Borrower into the Cash Collateral Account or deposited with, or placed under the control of, a Qualified Intermediary (solely in the case of 1031 Transaction) unless such Net Cash Proceeds are used by the Borrower on such date to purchase Replacement Units and such Replacement Units (and any related Replacement Leases) become subject to the Lien of the Security Agreement in accordance with Section 6.2(b) of the Security Agreement and (ii) on each Reinvestment Prepayment Date, the Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Asset Sale or Recovery Event. The provisions of this Section 2.7(b) do not constitute a consent to the consummation of any Disposition not permitted under the Loan Documents.

(c) If on any date the Borrower shall receive proceeds of the purchase of any Items of Equipment and/or Equipment Leases by the Manager in accordance with the terms of Section 4.04 the Management Agreement (a “Manager Buyback”), the Servicer in accordance with the terms of Section 4.03(b) of the Servicing Agreement (a “Servicer Buyback”), or The Andersons in accordance with the terms of Section 3.04 of the Sale Agreement (a “Seller Buyback”), then on the date of receipt by the Borrower of such proceeds, the Loans shall be prepaid by an amount equal to the amount of such proceeds.

SECTION 2.8. Pro Rata Treatment and Payments . (a) Each payment (including each prepayment) by the Borrower on account of principal of the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans then held by the Lenders and shall be applied to the installments of the Loans in the order of the scheduled maturities of such installments; provided that all prepayments by the Borrower on account of the principal of the Loans shall be applied to the installments of the Loans in the inverse order of the scheduled maturities of such installments. Each payment of interest in respect of the Loans and each payment in respect of fees payable hereunder shall be applied to the amounts of such obligations owing to the Lenders pro rata according to the respective amounts then due and owing to the Lenders. Amounts prepaid on account of the Loans may not be reborrowed.

(b) Whenever any payment to be made hereunder or under the other Loan Documents shall be stated to be due on a day, which is not a Business Day, such payment may be made on the next succeeding Business Day, together with interest thereon to the date of payment and such extension of time shall in such case be included in the computation of payment of interest.

(c) Upon receipt by the Agent of payments on behalf of Lenders, the Agent shall promptly distribute such payments to the Lenders entitled thereto, in like funds as received by the Agent.

SECTION 2.9. Use of Proceeds . The proceeds of the Loans shall be used by the Borrower to acquire the Equipment and the related Equipment Leases, to pay fees and expenses in connection herewith, and for working capital and general business purposes.

SECTION 2.10. Non-Receipt of Funds by the Agent . Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest, fees or any other amount hereunder to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

SECTION 2.11. Inspection Rights . Once every twelve (12) month period at the Borrower’s sole expense (except if an Event of Default has occurred and is continuing, in which case, at any time and at the Borrower’s sole expense), the Agent and each Lender shall have the right to inspect, and the Borrower shall, at the request of the Agent or any such Lender, cause to be exhibited to the Agent and such Lender for purposes of such inspection, at the Borrower’s sole expense, all of the lease records of the Borrower as to the status of the Equipment (other than the original executed Equipment Leases in the possession of the Agent) and any portion of the Equipment located at such time on the premises of the Borrower or any of its Affiliates or at any junction at the time of such inspection. In addition, the Agent, at the request of the Required Lenders, may, at the Lenders’ expense, inspect, within 90 days of any addition or substitution, any Equipment added or substituted in accordance with Section 6.2 of the Security Agreement located at such time on the premises of the Borrower or its Affiliates.

ARTICLE III.

CONDITIONS OF LENDING

SECTION 3.1. Conditions Precedent to the Loan . The obligation of the Lenders to advance the Loans shall be subject to fulfillment of the following conditions precedent on or prior to the Closing Date:

(a) The Borrower shall have delivered to the Agent the Pay Proceeds Letter;

(b) Each Lender shall have received its applicable Note duly executed by the Borrower;

(c) The Agent shall have received the following documents in form and substance satisfactory to the Agent:

(i) This Agreement duly executed by the Borrower;

(ii) The Security Agreement duly executed by the Borrower together with a memorandum of the Security Agreement to be filed with the United States Surface Transportation Board (“STB”) and the Office of the Registrar General of Canada (“Registrar General”) together with evidence of such filings (and the favorable opinions of Alvord & Alvord, special Surface Transportation Board counsel to the Borrower, and McCarthy Tétrault LLP, special Canadian counsel to the Borrower);

(iii) The Pledge Agreement duly executed by The Andersons;

(iv) The Servicing Agreement duly executed by the Borrower and The Andersons;

(v) The Management Agreement duly executed by the Borrower and The Andersons;

(vi) The Lockbox Agreement duly executed by the Borrower and Fifth Third Bank;

(vii) The Collection Account Blocked Account Agreement duly executed by the Borrower and Fifth Third Bank;

(viii) The Cash Collateral Blocked Account Agreement duly executed by the Borrower and Fifth Third Bank;

(ix) A certificate of insurance naming the Agent as additional insured and loss payee for the benefit of the Lenders, which satisfies the requirement of Section 4.2 of the Security Agreement;

(x) A certificate substantially in the form of Exhibit C , duly executed by the secretary or assistant secretary of the Borrower and Servicer;

(xi) Results of a recent lien search in each of the STB and each of the jurisdictions in which Uniform Commercial Code financing statements or other filings or recordations should be made to evidence or perfect security interests in the Collateral, and such search shall reveal no liens on any of the Collateral or any of the assets of the Borrower (except for the liens described in Section 5.1(e)(ii));

(xii) A favorable opinion dated the Closing Date and addressed to the Lenders of each of: (A) in-house counsel to the Borrower; (B) Alvord & Alvord, special Surface Transportation Board counsel to the Borrower and (C) McCarthy Tétrault LLP, special Canadian counsel to the Borrower and (D) Chapman and Cutler LLP, special counsel to the Borrower;

(xiii) A copy of the UCC-1 Financing Statements (i) naming Borrower as debtor and Agent as secured party, covering the Collateral, (ii) naming The Andersons, as debtor and the Agent, as secured party, covering the Pledged Collateral and, in each case to be filed and recorded with the office of the Secretary of State of the State of Delaware;

(xiv) Evidence reasonably satisfactory to the Agent that a notice of the assignment of each Equipment Lease to the Borrower has been delivered to each Equipment Lessee thereunder;

(xv) Evidence reasonably satisfactory to the Agent that an amount equal to the Reserve Amount is on deposit in the Cash Collateral Account;

(xvi) An undated, signed Notice of Assignment with respect to each of the Equipment Leases, in substantially the form of Exhibit D ;

(xvii) A copy of each of (i) the Transfer Documents, (ii) the Management Agreement, (iii) Servicing Agreement and the (iv) Car Mark Agreement, each certified by a Responsible Officer of the Borrower as true, correct and complete;

(xviii) an Appraisal as to the Fair Market Value of the Equipment, such Appraisal being based on a desktop review of the Equipment signed by a third party appraiser acceptable to the Agent; and

(xix) Good standing certificates of each of the Borrower, the Manager and the Servicer, certified by the respective states of formation or incorporation, as the case may be, all as reasonably acceptable to the Agent.

(d) The Borrower shall have made arrangements reasonably satisfactory to the Agent to pay for all filing fees and expenses incurred in connection with the filing of the Security Agreement with the United States Surface Transportation Board and the Office of the Registrar General of Canada, and the UCC Financing Statements (as described above in 3.1(c)(viii) with the Secretary of the State of the State of Delaware.

(e) The Borrower shall have paid to the Agent its agreed upon fees due on the Closing Date (it being understood that such fee or a portion thereof (x) may be paid directly from the Loan proceeds and (y) may be paid by the Agent to the Lenders).

(f) Except as specified on Schedule B hereto, the Borrower shall have delivered to the Agent with respect to each Equipment Lease (a) the chattel paper original of such Equipment Lease and (b) certified copies of each of the other Equipment Lease Documents.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

SECTION 4.1. Representations and Warranties of the Borrower . The Borrower represents and warrants as of the Closing Date as follows:

(a)  Organization . The Borrower (i) is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has full power and authority to own its property, (iii) is qualified to do business in every jurisdiction where such qualification is required except where the failure to be so qualified would not have a material adverse effect on its ability to conduct its business and (d) is in compliance with all laws, treaties, rules or regulations of any Governmental Authority applicable to or binding upon the Borrower or the Collateral except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, (i) all of the outstanding economic membership interests of the Borrower are directly owned by The Andersons and (ii) the Borrower has no Subsidiaries.

(b)  No Indebtedness . The Borrower has not created, incurred or permitted to exist any Indebtedness.

(c)  Litigation . There are no actions, suits or proceedings pending to which the Borrower, the Servicer or any of the Servicer’s Subsidiaries is a party, and there are no other actions, suits or proceedings threatened against the Borrower or the Servicer of which the Borrower has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

(d)  Authority of Borrower: No Conflicts . The execution, delivery and performance by the Borrower of the Loan Documents are within the Borrower’s organizational powers and have been duly authorized by all necessary limited liability company action. Neither the execution and delivery of any of the Loan Documents or the Transaction Documents nor the consummation of the transactions herein or therein contemplated nor the fulfillment of, or compliance with, the terms and provisions thereof will (i) conflict with, violate, or result in a breach of, any of the terms, conditions or provisions of (A) any law, or any regulation, order, writ, injunction or decree of any court or governmental instrumentality, domestic or foreign, or (B) the articles of incorporation, as amended, or the code of regulations, as amended, of the Servicer, or the certificate of formation or the operating agreement of the Borrower, or (C) any bond, debenture, note, mortgage, indenture, agreement, lease or other instrument to which the Borrower is a party or (ii) constitute, with the giving of notice or the passage of time or both, a default under any such agreement or instrument, or (iii) result in the creation or imposition of any lien, charge, security interest or other encumbrance of any nature whatsoever upon any property of the Borrower (except for the Liens contemplated or permitted by the Loan Documents) pursuant to the terms of any such agreement or instrument.

(e)  Environmental Matters . Except to the extent such matters would not have a Material Adverse Effect:

(i) to the knowledge of the Borrower, the Equipment owned by it is in compliance with all applicable Environmental Laws. Except for matters that have been fully resolved, the Borrower has not received any written communication from any person or Governmental Authority that alleges that its operations are not in compliance with applicable Environmental Laws;

(ii) to the knowledge of the Borrower, it has obtained all environmental, health and safety permits and governmental authorizations (collectively, the “Environmental Permits”) necessary for the conduct of its railcar leasing business, and all such permits are in good standing or, where applicable, a renewal application has been timely filed and is pending agency approval, and to the knowledge of the Borrower, the Borrower is in compliance with all terms and conditions of the Environmental Permits;

(iii) there is no Environmental Claim pending or, to the knowledge of the Borrower, threatened against or concerning the Equipment;

(iv) To the knowledge of the Borrower, no release of any Hazardous Commodity has occurred on or from any of the Equipments, which requires investigation, assessment, monitoring, remediation or cleanup under Environmental Laws.

(f)  No Agreements . The Borrower is not a party to any agreement, instrument or transaction other than its limited liability company agreement, this Agreement and the other Loan Documents and the Transaction Documents.

(g)  Intellectual Property . The Borrower has all patents, patent rights, licenses, trademarks, trademark rights, trade names, trade name rights and copyrights that the Borrower considers necessary to the conduct of its business as currently operated or proposed to be operated.

(h)  Governmental Authority . No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the due execution, delivery and performance by the Borrower of any of the Loan Documents or the Transaction Documents (to which the Borrower is a party) or for the creation and perfection of the first priority security interest on the Collateral or Pledged Collateral intended to be created in favor of the Agent under the Security Agreement or Pledge Agreement, respectively, except for the filing of the Security Agreement or a memorandum thereof with the United States Surface Transportation Board and the Registrar General of Canada, and the filing UCC-1 financing statements in the State of Delaware naming the Borrower or The Andersons, as applicable, as debtor and the Agent, as secured party.

(i)  Tax Returns . (i) The Borrower has filed or caused to be filed, or has timely requested and, if necessary, has obtained, an extension to file all federal and material state and local tax returns which, to the Borrower’s knowledge, are required to be filed, and has paid, or made provisions for the payment of, all taxes which have or may have become due pursuant to such returns or pursuant to any assessment received by them or any of their properties, and all other taxes, fees or other charges imposed on it or any of its properties, other than taxes which are being contested in good faith by appropriate proceedings and with respect to which appropriate reserves in accordance with GAAP consistently applied have been provided on their books; and (ii) no tax liens have been filed and no claims are being asserted with respect to any such taxes, fees or other charges, other than those the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which appropriate reserves in accordance with GAAP consistently applied have been provided on the applicable books.

(j)  Enforceability of Agreements . Each of the Loan Documents and Transaction Documents to which the Borrower is a party is legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.

(k)  Investment Company . The Borrower is not an “investment company” as such term is defined under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder, nor will the making of the Loans hereunder by the Lenders on the terms and conditions hereunder provided and the use of the proceeds therefrom by the Borrower result in any violation by the Borrower of any of the provisions of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

(l)  Ownership of Collateral . The Borrower has good and marketable title to the Collateral, free and clear of all liens and encumbrances, other than Permitted Liens, subject and subordinate always to the rights of the Agent and the rights of the Equipment Lessees to use the Equipment pursuant to the Equipment Leases.

(m)  Margin Regulations T, U, X . The proceeds of the Loans will be used by the Borrower only for the purposes set forth in Section 2.9. None of the proceeds will be used, directly or indirectly, for the purpose of purchasing any margin stock as such term is defined in Regulation U issued by the Board of Governors of the Federal Reserve System of the United States (the “Board”), as applicable (“Margin Stock”), or to extend credit to any other person for the purpose of purchasing or carrying any Margin Stock. The Borrower is not engaged principally, or as one of its important business activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. Neither the Borrower nor any Subsidiary nor any agent acting in its or on their behalf has taken or will take any action which might