LOAN ARRANGEMENT AND REIMBURSEMENT AGREEMENT

(i)            words in this Agreement denoting one gender only shall be construed to include the other gender;

(ii)           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”;

(iii)          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 particular section, subsection, paragraph, clause or other subdivision, exhibit, schedule or appendix of this Agreement;

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

(v)           capitalized terms in this Agreement referring to any Person or party to any Transaction Document or to any other agreement, instrument, deed or other document shall refer to such Person or party together with its successors and permitted assigns, and in the case of any Governmental Authority, any Person succeeding to its functions and capacities;

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

(vii)         each reference in this Agreement to any Requirements of Law shall be construed as a reference to such Requirement of Law, as the case may be, as applied, amended, modified, extended or re-enacted from time to time, and includes any rules or regulations promulgated thereunder;

(viii)        each reference in this Agreement to any provision of any other Transaction Document will include reference to any definition or provision incorporated by reference within that provision;

(ix)           the words “asset” and “property” shall be construed to have the same 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, Intellectual Property and contract rights; and

(x)            the word “will” shall be construed as having the same meaning and effect as the word “shall.”

(a)        Purchase of Notes .  Subject to the terms and conditions hereof and of the Funding Agreements, on the Principal Instrument Delivery Date, DOE agrees to deliver to FFB the Principal Instruments required, in accordance with Section 4.2 of the Note Purchase Agreement, in connection with the offer to FFB to purchase on the Financial Closing Date ( i ) Note A in an aggregate maximum principal amount not to exceed $4,377,000,000 (the “ A Loan ”) and ( ii ) Note B in an aggregate maximum principal amount not to exceed $1,560,000,000 (the “ B Loan ” and together with the A Loan, the “ Loans ”).

(b)        Advance Request Approval Notice .  Subject to the terms and conditions hereof and of the Funding Agreements, DOE agrees, no less than three Business Days prior to each Advance Date during the Availability Period, to deliver to FFB an Advance Request Approval Notice authorizing FFB to make advances of the Loans (the “ Advances ”), provided that, after giving effect to any Advances and the use of proceeds thereof,

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

(ii)           the aggregate amount of Advances made to the Borrower under Note A does not exceed $4,377,000,000 (the “ Maximum Total Loan A Amount ”); and

(iii)          the aggregate amount of Advances made to the Borrower under Note B does not exceed $1,560,000,000 (the “ Maximum Total Loan B Amount ”).

(a)       DOE is satisfied that the proposed reduction or cancellation would not cause a Default or an Event of Default;

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

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

(a)        Advance Requests .  From time to time during the Availability Period, the Borrower may request Advances under the Funding Agreements by, not less than ( i ) in the case of an Advance or Advances in an amount less than or equal to $100,000,000, seven Business Days and ( ii ) in the case of an Advance or Advances in an amount greater than $100,000,000, 10 Business Days, in each case, prior to any Requested Advance Date, ( A ) delivering, by an Acceptable Delivery Method, to DOE, an appropriately completed request with respect to such Advance or Advances (each, an “ Advance Request ”), which shall be substantially in the form of the document titled “Form of Advance Request Certificate,” dated September 16, 2009 previously submitted to and accepted by DOE (the “ Form of Advance Request ”) and in compliance with the requirements of Section 2.3(b), and ( B ) delivering, by an Acceptable Delivery Method, to DOE, and, by facsimile, to FFB an appropriately completed FFB Advance Request which shall be substantially in the form of Exhibit A to the Note Purchase Agreement (the “ Form of FFB Advance Request ”).  The Borrower may request Advances no more frequently than 12 times during any calendar year, provided that, for the 2009 calendar year, the Borrower shall be permitted to request Advances no more than five times.

(b)        Contents of Advance Requests .  Each Advance Request shall specify or include as an attachment each of the following:

(i)            ( A ) the amount (if any) of the Advance requested under Note A, and ( B ) the amount (if any) of the Advance requested under Note B, which amount shall be equal to the sum of ( i ) 40% of the total capitalizable facilities and tooling set forth under the heading “Eligible Project Costs: Cap F&T” of Annex I of the Advance Request and ( ii ) a portion of the cost of the time spent Developing the trade secrets or inventions incorporated into the patents and patent applications Uniquely Identified in the updated Asset Register that were not Uniquely Identified in any previous Asset Register, provided that in each of clauses (A) and (B), such amounts shall be in the minimum amounts required by this Agreement, the Note Purchase Agreement and the relevant Note;

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

(iii)          the aggregate amount, on a prospective basis after giving effect to the requested Advances, of ( A ) all Advances outstanding under Note A (if any) and ( B ) all Advances outstanding under Note B (if any);

(iv)          a duly completed Draw Request (substantially in the form of Annex I to the Form of Advance Request);

(v)           a duly completed Collateralization Summary (substantially in the form of Annex II to the Form of Advance Request); and

(vi)          an updated Asset Register (substantially in the form of Annex III to the Form of Advance Request).

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

(d)        Maximum Note Amount Amendments .  If at any time ( x ) the aggregate amount of Advances that the Borrower or DOE anticipates will be requested under Note A or Note B, as the case may be, during the next three months would cause the aggregate principal amount of Advances outstanding under any such Note to exceed the Maximum Principal Amount of such Note and ( y ) the aggregate amount of Advances that the Borrower or DOE anticipates will be requested during such period under both Note A and Note B would not cause the aggregate principal amount of the Advances outstanding under both Notes to exceed the Maximum Total Loan Amount, either the Borrower or DOE may request that the other, and upon such request both DOE and the Borrower shall, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, and DOE shall use reasonable efforts to cause FFB to execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, within a reasonable period of such request, such amendments or supplements hereto, to the relevant Notes or to any other Loan Documents, and such further instruments, and take such further actions, as may be necessary to effectuate a reallocation of the Maximum Total Loan Amount between the Maximum Total Loan A Amount and the Maximum Total Loan B Amount to accommodate the amount of Advances that the Borrower or DOE, as the case may be, anticipates will be requested under each Note during the remaining Availability Period.  For the avoidance of doubt, the parties agree ( i ) to use reasonable efforts to anticipate the need to enter into the amendments specified in this Section 2.3(d) to allow as much advance notice of the need for such amendments as is practicable and to limit the number of such amendments as much as practicable and ( ii ) that DOE shall be under no obligation to deliver an Advance Request Approval Notice with respect to any Advance Request that would cause the aggregate Advances under Note A to exceed the Maximum Total Loan A Amount, the aggregate Advances under Note B to exceed the Maximum Total Loan B Amount or the aggregate Advances under both Notes to exceed the Maximum Total Loan Amount until the necessary amendments or supplements hereto, to the relevant Notes or to any other Loan Documents have been executed and such further instruments, or further actions, have occurred to effectuate reallocation of the Maximum Total Loan Amount between the Maximum Total Loan A Amount and the Maximum Total Loan B Amount that would permit the Advances requested in such Advance Request to be made without any such amount being exceeded.

(a)        Advance Funding .

(i)             Satisfaction of Conditions .  Promptly after receipt of an Advance Request complying with Sections 2.3(a) ( Mechanics for Requesting Advances ) and 2.3(b), DOE shall review such Advance Request and the attachments thereto to determine whether all certificates and documentation required under Section 2.3 have been delivered to it.  At such time as DOE has determined that it has received all such required certificates and documentation, but in any event not more than, ( x ) in the case of any Advance or Advances in an amount less than or equal to $100,000,000, four Business Days and ( y ) in the case of any Advance or Advances in an amount greater than $100,000,000, seven Business Days after receipt of such Advance Request, DOE shall so notify FFB and the Borrower; and

(ii)            Advance Request Approval Notice .  With respect to any Advance or Advances under the Funding Agreements, if DOE determines that all conditions precedent set forth in Section 5.3 ( Advance Approval Conditions Precedent ) in respect of the requested Advance or Advances have been satisfied (or waived in writing), then no later than three Business Days prior to the Requested Advance Date, DOE shall issue to FFB and the Borrower an Advance Request Approval Notice.

(iii)           Funding .  For any requested Advance for which an Advance 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 with the Note Purchase Agreement and the relevant Note.  Such funds shall be applied as specified in the Funding Agreements, provided that if any Drawstop Notice has been issued and is in effect on 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 Request Approval Notice by DOE pursuant to Section 2.4(a) and on or prior to the Requested Advance Date, DOE or FFB may, from time to time, issue a notice substantially in the form attached hereto as Exhibit A (a “ Drawstop Notice ”) to the Borrower and to DOE or FFB, as the case may be, if and only if DOE or FFB, as the case may be, determines that:

(A)          the conditions in Section 5.3 with respect to such Advance or Advances are not met, or having been met, are no longer met; or

(B)           to the extent the Advance Request Approval Notice has been issued for any Advance under the relevant Note and the Note Purchase Agreement, the conditions precedent to such Advance contained in such Note and the Note Purchase Agreement are not met, or having been met, are no longer met.

(ii)            Consequences .  If a Drawstop Notice is issued, FFB shall not be obligated to make the requested Advance or Advances set forth on such Drawstop Notice, provided that, if FFB makes any such Advance or Advances to the Borrower following the issuance of a Drawstop Notice, the Borrower shall return such Advance or Advances to FFB immediately upon receipt thereof, and provided further that, any amount required to be returned by the Borrower pursuant to this Section 2.4(b)(ii) shall accrue interest at the Late Charge Rate from the date such Advance or Advances are made until such Advance or Advances are returned.  Following the return of such Advance or Advances, FFB shall deliver an invoice to the Borrower setting forth the interest due and payable with respect to such returned amount.  The Borrower hereby agrees promptly, but in no event later than five Business Days following delivery of such invoice, to pay such interest amounts as directed by FFB.

(c)        No Liability .

(i)            Neither DOE nor FFB shall have any liability to the Borrower or any Affiliate thereof or to any other Lender Party arising from the issuance of a Drawstop Notice or the failure to issue any Advance Request Approval Notice or any other certificate or notice contemplated by this Section 2.4 unless ( x ) such Drawstop Notice has not been withdrawn within five Business Days after receipt by DOE or FFB, as the case may be, from the Borrower of notice that the Borrower believes that DOE or FFB, as the case may be, was not entitled to deliver the Drawstop Notice or ( y ) such failure to issue any such Advance Request Approval Notice or any other certificate shall continue for five Business Days after the date otherwise specified for delivery hereunder.

(ii)           Subject to Section 2.4(c)(i), neither DOE nor FFB shall have any liability for any action taken (including the delivery of a Drawstop Notice) or omitted to be taken (including the failure to fund any Advance or Advances following the issuance of a Drawstop Notice) or for any loss or injury resulting from its actions or its performance or lack of performance of any of its other duties hereunder if DOE or FFB, as the case may be, acted reasonably in exercising or interpreting its statutory authority and applicable regulations in taking any such action, omitting to take any action or performing its duties hereunder.  In no event shall DOE, FFB or any subsequent holder of any Note be liable ( A ) for acting in accordance with or relying upon any entitlement order, instruction, notice, demand, certificate or document from the Obligors or any entity acting on behalf of the Obligors, ( B ) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, or ( C ) in the case of FFB or any subsequent holder of any Note, for acting in accordance with or relying upon any Drawstop Notice issued by DOE.

(iii)          Notwithstanding anything contained in this Agreement to the contrary, neither DOE nor FFB shall incur any liability to the Borrower or any Affiliate thereof or to any other Lender Party for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any of the following circumstances beyond the control of DOE, FFB or their respective agents:  any act or provision of any present or future law or regulation of any Governmental Authority (other than FFB or DOE, unless DOE or FFB, as the case may be, is required pursuant to applicable law to issue regulations prohibiting it from performing such duty or fulfilling such duty, obligation or responsibility), any act of God, fire, flood, severe weather, epidemic, quarantine restriction, explosion, sabotage, act of war, act of terrorism, riot, civil commotion, lapse of the statutory authority of the United States Department of the Treasury to raise cash through the issuance of Treasury debt instruments, disruption or failure of the Treasury Financial Communications System, closure of the Federal Government, or unforeseen or unscheduled closure or evacuation of DOE’s or FFB’s office (each such circumstance, a “ Force Majeure Event ”); it being understood that DOE or FFB, as the case may be, shall resume performance hereunder as soon as such Force Majeure Event ceases to prevent such Lender Party from performing hereunder.

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

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

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

(a)        Maturity Date .  The Borrower shall repay all outstanding Loans on the Maturity Date.

(b)        Quarterly Payments .  Each Note shall ( i ) be stated to mature in 40 equal consecutive quarterly installments of principal payable on each Quarterly Payment Date, commencing on September 15, 2012, and ( ii ) provide for the payment of interest in accordance with Section 3.5 ( Interest Provisions Relating to All Advances ) and the Funding Agreements.

(a)        Records .  DOE shall maintain, or cause to be maintained, in accordance 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 to FFB pursuant to Section 6.3 of the Program Financing Agreement and ( iii ) paid by or on behalf of the Borrower from time to time in respect thereof.

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

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

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

(a)        Terms of All Prepayments .

(i)            With respect to any prepayment of any Advance, whether such prepayment is voluntary or mandatory, including a prepayment upon acceleration, the Borrower shall comply with all applicable terms and provisions of this Agreement and the Funding Agreements.

(ii)           All prepayments of any Note shall be ( A ) applied to Advances as specified in the relevant Prepayment Election Notice (subject to Section 3.6(c)(vii) to the extent applicable) and ( B ) due in an amount equal to the Prepayment Price calculated by FFB in accordance with the terms of the respective Note.

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

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

(b)        Voluntary Prepayments .  The Borrower may at any time and from time to time prepay all or any portion of the outstanding principal amount of any Advance under any Note, or prepay such Note in its entirety upon prior submission of a Prepayment Election Notice by the Borrower to DOE and FFB not less than five Business Days prior to the Intended Prepayment Date in accordance with the terms hereof and the relevant Note.  Partial prepayments of any Advance shall be subject to a minimum amount equal to $100,000 of principal or, if less, the total principal amount of such Advance then outstanding.  Partial prepayments of any Advance shall be applied to principal installments of such Advance in the inverse order of maturity in accordance with the terms of the relevant Note.

(c)        Mandatory Prepayments .

(i)            Net Cash Proceeds from Dispositions or Recovery Events .  If there shall be any outstanding Advances under Note B, on the date that is 30 days after any date on which the Borrower or any Subsidiary shall receive Net Cash Proceeds from Specified ATVM Collateral Dispositions or Recovery Events relating to any ATVM Collateral, in either case in an aggregate amount in excess of $5,000,000 (it being understood that upon such amount of Net Cash Proceeds being reached, prepayments or reinvestments in respect of further Specified ATVM Collateral Dispositions or further Recovery Events relating to ATVM Collateral made after the prepayment or reinvestment referred to below shall be required under this Section 3.6(c)(i) only to the extent that the aggregate Net Cash Proceeds from such further events again exceeds $5,000,000), then, unless a Reinvestment Notice shall be delivered in respect thereof, the Borrower shall deliver to DOE a Prepayment Election Notice specifying that it elects to prepay the Advances made under Note B in a principal amount equal to such Net Cash Proceeds in accordance with Section 3.6(c)(vii), provided that, if the Borrower delivers a Reinvestment Notice prior to such 30th day, if there shall be any Reinvestment Prepayment Amount in respect of such Reinvestment Event on the related Reinvestment Prepayment Date, the Borrower shall deliver a Prepayment Election Notice specifying that it elects to prepay the Advances made under Note B in a principal amount equal to such Reinvestment Prepayment Amount in accordance with Section 3.6(c)(vii),

(ii)            Excess Advances .  If on any Quarterly Reporting Date there is an Excess Advance Amount, the Borrower shall, at the request of DOE in its sole discretion, deliver to DOE a Prepayment Election Notice specifying that it elects to prepay the Advances under the Notes in a principal amount equal to such Excess Advance Amount in accordance with Section 3.6(c)(vii), provided that if no request is made by DOE prior to the making of an Advance by FFB on the next succeeding Advance Date, such repayment amount shall be deducted by the Borrower from future Advances under the Funding Agreements pursuant to Section 5.5 ( Advance Deductions ).

(iii)           Project Cancellation, Modification or Suspension .  If a Project Repayment Event Date shall have occurred with respect to any Project, the Borrower shall on or prior to 90 days following such Project Repayment Event Date (or, if later, the date upon which the applicable amount to be prepaid is determined pursuant to the proviso to this subsection (iii)), deliver to DOE a Prepayment Election Notice specifying that it elects to prepay all Advances theretofore made to fund Eligible Project Costs associated with such Project (or Sub-Program) in a principal amount equal to the aggregate amount of such Advances in accordance with Section 3.6(c)(vii), provided that ( A ) any amount required to be prepaid pursuant to this subsection (iii) shall not include that portion of any such Advances made to fund Eligible Project Costs that are shared with any other Project (or Sub-Program) in respect of which no Project Repayment Event Date has occurred, ( B ) the Borrower shall promptly, but in no event later than three Business Days following the occurrence of a Project Repayment Event Date, notify DOE of such event (a “ Project Modification Notice ”), ( C ) within 15 days after delivery of the Project Modification Notice, the Borrower shall deliver a notice (the “ Repayment Calculation Notice ”) specifying the amount to be prepaid (showing the calculation thereof in reasonable detail), ( D ) the Borrower shall deliver all information as DOE may reasonably request to enable DOE to determine whether it disagrees with the calculations contained in the Repayment Calculation Notice, and ( E ) in the event DOE disagrees with the calculations set forth in the Repayment Calculation Notice, the Chief Financial Officer of DOE shall have the right to review such Repayment Calculation Notice and adjust the amount required to be prepaid by the Borrower, provided that any such adjustment by the Chief Financial Officer of DOE shall constitute DOE’s “final agency action”, and provided further , that if DOE disagrees with the calculations contained in the Repayment Calculation Notice delivered by the Borrower pursuant to this subsection (iii) with respect to any Project Repayment Event Date and the Borrower does not accept the determination made by the Chief Financial Officer of DOE pursuant to subsection (iii)(E) above with respect to such Project Repayment Event Date, then the Borrower shall not be required under this subsection (iii) to deliver a Prepayment Election Notice, or make any prepayment of Loans, with respect to such Project Repayment Event Date until final resolution of any suit, action or proceeding brought by the Borrower challenging such determination (each amount determined pursuant to this clause 3.6(c)(iii), a “ Project Modification Prepayment Amount ”).

(iv)           Excess Project Loan Amount .  If, on any date, the aggregate outstanding principal amount of all Advances corresponding to any Project exceeds the Project Maximum Loan Amount for such Project (such excess amount, the “ Excess Project Loan Amount ”), the Borrower shall deliver to DOE a Prepayment Election Notice on such date specifying it elects to prepay a principal amount of Advances under the Notes equal to such Excess Project Loan Amount in accordance with Section 3.6(c)(vii).

(v)            Excess Loan Amount .  If, on any date, the aggregate outstanding principal amount of all Advances under each of the Notes exceeds the Maximum Total Loan Amount (such excess amount, the “ Excess Loan Amount ”), the Borrower shall deliver to DOE a Prepayment Election Notice on such date specifying that it elects to prepay a principal amount of Advances under the Notes equal to such Excess Loan Amount in accordance with Section 3.6(c)(vii).

(vi)           Delivery of a Prepayment Election Notice to DOE .  In the event a Mandatory Prepayment is required pursuant to this 3.6(c), an Authorized Transmitter of the Borrower shall deliver, by an Acceptable Delivery Method, to DOE no later than ten Business Days prior to the “Intended Prepayment Date” required in accordance with the terms of this Section 3.6(c), which Prepayment Election Notice shall specify the principal amount of any Advance or Advances to be prepaid in accordance with this Section 3.6(c).

(vii)          Timing of Mandatory Prepayments .  Any Mandatory Prepayments of Advances made under the Notes shall ( i ) be made on the later of ( x ) the Intended Prepayment Date set forth in the relevant Prepayment Election Notice delivered pursuant to Section 3.6(c)(vi) or ( y ) the date that is five Business Days following the date a Prepayment Election Notice is approved by DOE in accordance with the terms of this Section 3.6(c), ( ii ) be applied to Advances under the Notes in the order in which Advances were advanced by FFB to the Borrower, which Advances shall be identified as required pursuant to this Section 3.6(c)(vii) by the Borrower in such Prepayment Election Notice and ( iii ) be due in an amount equal to the Prepayment Price calculated in accordance with the terms of the respective Note as specified by FFB, provided that, in the event FFB fails to deliver a notice of the Prepayment Price in accordance with the terms of the applicable Note no later than the Business Day immediately preceding the prepayment date contemplated in subclause (i) above, the Borrower shall either ( x ) ( 1 ) in good faith calculate the Prepayment Price due in connection with such Mandatory Prepayment and ( 2 ) make a payment on such prepayment date to FFB in an amount equal to the amount so calculated or ( y ) make a payment on such prepayment date to FFB in an amount equal to the applicable Net Cash Proceeds, Reinvestment Prepayment Amount, Excess Advance Amount, Project Modification Prepayment Amount, Excess Project Loan Amount or Excess Loan Amount, as the case may be, together, in each case, with accrued and unpaid interest on such amount, provided further that , if the actual Prepayment Price calculated by FFB ( 1 ) is greater than the amount paid by the Borrower, the Borrower shall promptly, but in no event later than one Business Day following delivery by FFB to the Borrower of notice of the amount of such Prepayment Price, make a payment to FFB in an amount equal to the difference between such Prepayment Price and the amount actually paid by the Borrower or ( 2 ) is less than the amount paid by the Borrower, the amount equal to the difference between the Prepayment Price and the amount paid by the Borrower shall be credited to the payment due by the Borrower to FFB on the Quarterly Payment Date immediately following the date of such payment by the Borrower.

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

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

(ii)           to the extent permitted by Law, any and all charges, fees, reasonable and documented costs and expenses which DOE may pay or incur, including attorneys’, accountants’ and other consultants’ fees and expenses, and any and all recording and filing fees that may be payable or determined to be payable, in connection with ( w ) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents during the continuance of an Event of Default, including defending, monitoring or participating in any litigation or proceeding (including any bankruptcy proceeding in respect of any party to any Transaction Document or any Subsidiary thereof) relating to any of ( A ) the Loan Documents or the transactions contemplated thereby or ( B ) the Existing Collateral Security Documents or the transactions of any Lender Party with the Borrower, any other Grantor or the Existing Collateral Trustee contemplated thereby, ( x ) the foreclosure against, sale or other disposition of collateral, if any, securing ( 1 ) any obligations under any of the Loan Documents or ( 2 ) any obligations to any Lender Party under the Existing Collateral Security Documents, or pursuit of any other remedies ( I ) under any of the Loan Documents or ( II ) available to the Lender Parties under the Existing Collateral Security Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition, ( y ) any review or approval by DOE in connection with the delivery of collateral or substitute collateral, if any, under any of the Transaction Documents, or ( z ) any amendment, supplement or modification of any Transaction Document, or any waiver or consent under any Transaction Document;

(iii)          to the extent permitted by Law, interest on any and all amounts described in this Article IV (other than Loan Document Amounts, interest on which shall accrue and be payable only to the extent (including subject to any conditions provided for therein and any defenses of the Borrower thereunder or in respect thereof), at the times, in the manner and in the amounts provided for in the Loan Documents (excluding this Section 4.1)) from the date payable by DOE under the Program Financing Agreement (or, in the case of amounts other than principal and interest on the Notes, from the fifth Business Day after a demand therefor) until payment thereof in full by the Borrower, at the Late Charge Rate.

(b)           Subject to Section 4.5 ( Payment of Loan Document Amounts ), all amounts payable under Section 4.1(a) shall be payable within five Business Days after a demand therefor, in U.S. Dollars, in full, without any requirement on the part of DOE to seek reimbursement from any other sources of indemnity therefor.

(a)       Subject to Section 4.5 ( Payment of Loan Document Amounts ), the obligations of the Borrower under this Article IV shall be absolute and unconditional, and shall be paid or performed strictly in accordance with this Agreement under all circumstances irrespective of:

(i)            any lack of validity or enforceability of, or any amendment or other modifications of, or waiver with respect to the Notes, this Agreement or any other Loan 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 DOE or any other Person;

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

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

(vi)         any breach by the Borrower of any representation, warranty or covenant contained in any of the Loan Documents;

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

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

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

(x)           any act or omission by DOE that directly or indirectly results in or aids the discharge of the Borrower or any other Person, by operation of Law or otherwise;

(xi)          any change in the time, manner or place of payment of, or in any other term of, all or any of its obligations or liabilities hereunder or any compromise, renewal, extension, acceleration or release with respect thereto, any change in the collateral subject to its obligations or liabilities hereunder or any amendment or waiver of or any consent to departure from any other guarantee for all or any of its obligations or liabilities hereunder;

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

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

(xiv)        any application of ATVM Collateral to the Note B Secured Obligations or Existing Collateral to the Note A Secured Obligations; or

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

(b)       Subject to Section 4.5, the Borrower and any and all others who may become liable for all or part of the obligations of the Borrower under this Agreement agree to be bound by this Article IV and, to the extent permitted by Law:

(i)            waive and renounce any and all redemption and exemption rights and the benefit of all valuation and appraisement privileges against the indebtedness and obligations evidenced by any Transaction Documents or by any extension or renewal thereof;

(ii)           waive presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor and notice of protest, except as expressly provided otherwise in the Transaction Documents;

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

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

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

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

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

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

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

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

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

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

(c)       The Borrower shall remain liable for ( i ) its reimbursement and other payment obligations under this Agreement and the other Loan Documents and ( ii ) its payment obligations to the Lender Parties under the Existing Collateral Security Documents until such obligations have been irrevocably paid or otherwise satisfied and discharged in full in accordance with this Agreement and the other Transaction Documents, and nothing except irrevocable payment, satisfaction or discharge in full thereof in accordance with this Agreement and the other Transaction Documents shall release the Borrower from such obligations.

(d)       Except as expressly provided herein, ( i ) the obligations and liabilities of the Borrower under this Agreement or the other Loan Documents and ( ii ) the obligations and liabilities of the Borrower to the Lender Parties under the Existing Collateral Security Documents shall not be conditioned or contingent upon the pursuit or exercise by DOE, FFB or any other Person at any time of any right or remedy (nor shall such obligations and liabilities be affected, released or modified by any action, failure, delay or omission by DOE, FFB or any other Person in the enforcement or exercise of any right or remedy under Law) against any Person that may be or become liable in respect of all or any part of the obligations and liabilities of the Borrower ( x ) under this Agreement or the other Loan Documents or ( y ) to the Lender Parties under the Existing Collateral Security Documents.

(a)       Anything in this Article IV to the contrary notwithstanding, including Section 4.4 ( Evidence of Payment ), ( i ) amounts payable by the Borrower pursuant to Section 4.1 ( Reimbursement and Other Payment Obligations ) in respect of payments made or required to be made by DOE to FFB on account of Loan Document Amounts shall be payable by the Borrower only to the extent (including subject to any conditions provided for in the Loan Documents and any defenses of the Borrower under the Loan Documents), at the times, in the manner and in the amounts that such Loan Document Amounts would otherwise have been payable by the Borrower under the Loan Documents (including, for the avoidance of doubt, on an accelerated basis following the occurrence of an Event of Default), ( ii ) amounts payable by the Borrower under Section 4.1 shall be without duplication of any amounts payable by 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 ( Subrogation ) or ( z ) the provisions of Section 12.8 ( Indemnification ) and ( iii ) no amount shall be payable by the Borrower under Section 4.1 in respect of payments made or required to be made by DOE to FFB in respect of any liability, loss, cost or expense relating to or arising out of any sale, assignment or other transfer of any Note or portion thereof by FFB to DOE, except during the continuance of an Event of Default.

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

(a)        Loan Documents .  DOE shall have received fully executed originals in sufficient counterparts for each of DOE, FFB and any Collateral Trustee, in each case that is party thereto, of each of the following documents, each of which shall be in form and substance satisfactory to DOE and each such party thereto, and shall be in full force and effect:

(i)             Arrangement Agreement .  This Agreement;

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

(A)           the Program Financing Agreement;

(B)           the Note Purchase Agreement;

(C)           Note A; and

(D)           Note B.

(iii)            Guarantee .  The Guarantee;

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

(A)           the ATVM Collateral Trust Agreement;

(B)           the ATVM Collateral Security Agreement; and

(C)           the UCC-1 financing statements to be filed in each of the recording offices specified in Schedule 6.14(d).

(v)            Existing Credit Agreement and Existing Collateral Security Document Designations and Intercreditor Agreement .  Each of the following:

(A)          evidence that the Note A Secured Obligations have been designated “Second Priority Additional Debt” under the Existing Collateral Trust Agreement;

(B)          evidence that DOE and, to the extent contemplated in the Intercreditor Agreement, the Intercreditor Agent, have been designated as “Additional Debt Representatives” in respect of the Note A Secured Obligations under the Existing Collateral Trust Agreement;

(C)          evidence that the Note A Secured Obligations have been designated “Permitted Phase I Government Debt” under the Existing Credit Agreement; and

(D)          the Intercreditor Agreement.

(b)        Borrower FFB Documents .  DOE shall have received each of the documents, including the Borrower Instruments, the Certificate Specifying Authorized Borrower Officials and the Opinion of Borrower’s Counsel re: Borrower Instruments required to be delivered by the Borrower pursuant to Section 3.2 of the Note Purchase Agreement.

(c)        Existing Credit Agreement and Secured Note Amendments .  DOE shall have received certified copies of the amendments to the Existing Credit Agreement and the Note Purchase Agreement in respect of the Borrower’s 9.5% Guaranteed Secured Note due January 1, 2018 authorizing the transactions contemplated by this Agreement and the other Loan Documents.

(d)        Existing Collateral Security Documents .  DOE shall have received certified copies of the Existing Collateral Security Agreement and the Existing Collateral Trust Agreement.

(e)        Due Diligence Review .  DOE shall have completed its due diligence review of the Borrower, the other Obligors, each of the Projects and all other matters related thereto, and the results thereof shall be satisfactory to DOE in its sole discretion.

(f)         Obligor Certificates .  DOE shall have received a fully executed original certificate of each Obligor, dated the Principal Instrument Delivery Date, substantially in the form of Exhibit B, with appropriate insertions and attachments, including ( i ) the certificate of incorporation or certificate of formation or equivalent document of such Obligor certified by the relevant authority of the jurisdiction of organization of such Obligor, ( ii ) the by-laws, operating agreement or other similar constitutive document of such Obligor, ( iii ) a long form good standing certificate for such Obligor (other than Grupo Ford) from its jurisdiction of organization and ( iv ) solely in the case of Grupo Ford, ( x ) a certified copy of the relevant Folio Mercantil and ( y ) a copy of its Registro de Socios .

(g)        Information .  DOE shall have received a fully executed original certificate of the Borrower, dated the Principal Instrument Delivery Date, substantially in the form of Exhibit C, certifying that:

(i)            the information contained in the Application, together with all other information delivered by or on behalf of the Borrower or any Subsidiary in connection with such Application and the negotiation of the Loan Documents, including the Information Certificate, when taken as a whole, is true and complete in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein in light of the circumstances under which such statements were made, not misleading in any material respect; and

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

(h)        Information Certificate .  DOE shall have received, at least ten days prior to the Principal Instrument Delivery Date, an executed Information Certificate substantially in the form, dated June 23, 2009, previously submitted to and accepted by DOE.

(i)         Lien Searches .  DOE shall have received the results of recent lien searches, satisfactory to DOE in its sole discretion, in Delaware and each other jurisdiction in which Uniform Commercial Code financing statements are required to be filed pursuant to Section 5.3(h) ( Advance Approval Conditions Precedent ), together with copies of any financing statements disclosed by such searches and such searches shall disclose no Liens on any assets encumbered by any Existing Collateral Security Document, except for Existing Collateral Permitted Liens.

(j)         Evidence of no Judgment Liens .  DOE shall have received a fully executed original certificate from a Responsible Officer of the Borrower that the Borrower does not have a judgment lien against any of its property for a debt owed to the United States of America and the Borrower does not have an outstanding debt (other than a debt under the Internal Revenue Code of 1986) owed to the United States of America or any agency thereof that is in delinquent status, as the term “delinquent status” is defined in 31 C.F.R. § 285.13(d).

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

(i)            the legal opinion of Davis Polk and Wardwell LLP, counsel to the Borrower and its Subsidiaries, substantially in the form of Exhibit D;

(ii)           the legal opinion of an associate general counsel to the Borrower, substantially in the form of Exhibit E;

(iii)          the legal opinion of local counsel in each of:  Delaware, substantially in the form of Exhibit F-1; Bermuda, substantially in the form of Exhibit F-2 and Mexico, substantially in the form of Exhibit F-3;

(l)         Environmental Review .  DOE shall have received, in form and substance satisfactory to DOE, information sufficient for DOE to complete the NEPA review process with respect to each Project in accordance with DOE policy; provided that DOE acknowledges that, as of the date hereof, no further information is required to be delivered pursuant to this Section 5.1(l).

(m)       Financial Statements .  DOE shall have received ( i ) the most recent publicly filed audited annual financial statements and unaudited quarterly financial statements of the Borrower, ( ii ) the most recent statutory audited consolidated annual financial statements for each of FMCC, Ford South Africa and Volvo, ( iii ) the most recent statutory audited annual financial statements for each of Ford Argentina, Ford Canada, Grupo Ford and Ford Mexico, ( iv ) the most recent statutory audited annual financial statements of any Foreign Pledgee, in each case under clauses (ii), (iii) and (iv) above, to the extent the Borrower has an ongoing obligation to deliver such financial statement as of the Principal Instrument Delivery Date under the Existing Credit Agreement; provided that any financial statements required to be delivered with respect to the Borrower or FMCC shall be deemed to have been delivered if included in the Borrower’s or FMCC’s Annual Report on Form 10-K or the Borrower’s or FMCC’s Quarterly Report on Form 10-Q for the relevant period filed with the SEC;

(n)        Project Business Plan .  DOE shall have received, at least five Business Days prior to the Principal Instrument Delivery Date, an updated Project Business Plan, substantially in the form of the “Sample Project Business Plan”, dated June 23, 2009, previously submitted to and accepted by DOE or in such other form as may be acceptable to DOE.

(o)        Consents .  DOE shall have received, in form and substance satisfactory to DOE, ( i ) evidence that all Governmental Approvals and other consents, approvals and waivers listed on Schedule 5.1(o), each in form and substance satisfactory to DOE, shall have been duly obtained, ( ii ) a copy thereof certified as of the Principal Instrument Delivery Date by a Responsible Officer of the Borrower as being true and complete and ( iii ) a fully executed original certificate of a Responsible Officer of the Borrower stating that such consents, approvals and waivers are in full force and effect and that all applicable waiting periods have expired without any action being taken or threatened which would restrain, prevent or otherwise impose adverse conditions on the Borrower.

(p)        Insurance .  DOE shall have received, in form and substance satisfactory to DOE, a copy of a fully executed original insurance certificate confirming ( i ) the material property and casualty and excess liability insurance carried by the Borrower and ( ii ) that ( x ) DOE is named as an additional insured under the Borrower’s excess liability insurance policy or policies to the extent that the claim or loss relates directly or indirectly to any Project, and ( y ) in the case of property and casualty insurance, to the extent provided by the Borrower to the lenders under the Existing Credit Agreement, DOE will be named, to the extent not inconsistent with the rights of the holders of Senior Obligations, loss payee;

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

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

(s)        Representations and Warranties .  DOE shall have received, in form and substance satisfactory to it, evidence that each of the representations and warranties made by any Obligor in or pursuant to the Transaction Documents (other than the representations and warranties contained in Article 8 of the Note Purchase Agreement) shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent that any representation or warranty contained in any Existing Collateral Security Document relates to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date).

(t)         Reliance Letters .  DOE shall have received, in form and substance satisfactory to it, reliance letters permitting DOE and FFB to rely on each of the legal opinions delivered with respect to the Existing Collateral.

(u)        Other Documents and Information .  FFB and DOE shall have received any other certificates, documents, agreements and information respecting the Borrower and each other Obligor as they may have reasonably requested.

(a)        Conditions Precedent in the Funding Agreements .  Each condition precedent under the Funding Agreements to the purchase of each of the Notes by FFB shall have been satisfied in the sole determination of FFB.

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

(c)        Representations and Warranties .  Each of the representations and warranties made in Sections 6.2 ( No Change ), 6.6 ( Litigation ), 6.7 ( No Default ), 6.8 ( Ownership of Property ), 6.9 ( Intellectual Property ), 6.13 ( Guarantors; Pledged Equity ), 6.14(c) ( Security Documents ) and 6.20 ( Project Business Plan ) shall be true and correct in all material respects on and as of such date as if made on and as of such date.

(a)        Advance Request .  DOE shall have received from the Borrower, no later than ( i ) seven Business Days, in the case of an Advance or Advances in an amount less than or equal to $100,000,000, or ( ii ) 10 Business Days, in the case of an Advance or Advances in an amount in excess of $100,000,000, prior to such Requested Advance Date, an Advance Request in accordance with Section 2.3 ( Mechanics for Requesting Advances ) and the relevant Note.

(b)        Representations and Warranties .  Each of the representations and warranties made by any Obligor in or pursuant to the Transaction Documents (other than the representations and warranties contained in Article 8 of the Note Purchase Agreement) shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent such representations and warranties relate to an earlier date (including those set forth in Sections 6.2 ( No Change ), 6.6 ( Litigation ), 6.7 ( No Default ), 6.8 ( Ownership of Property ), 6.9 ( Intellectual Property ), 6.13 ( Guarantors; Pledged Equity ) and 6.14(c) ( Security Documents )), in which case, such representations and warranties shall have been true and correct in all material respects as of such earlier date).

(c)        No Default .  No Default or Event of Default shall have occurred and be continuing on such date, before and after giving effect to the extensions of credit requested to be made on such date.

(d)        Performance Metrics .  With respect to any portion of any Advance or Advances corresponding to a Project or a Sub-Program, as of the previous Reporting Date, ( x ) the Borrower shall not have failed to achieve ( i ) any Post-Program Approval Timing Milestone for such Project or any Sub-Program thereof by more than four months after the corresponding date set forth in the Project Business Plan or ( ii ) Program Approval for such Project or any Sub-Program thereof by more than 24 months after the Estimated Program Approval Date set forth for such Project or Sub-Program in the Project Business Plan, ( y ) the anticipated fuel economy status with respect to such Project set forth on the page titled “Project Business Plan – Fuel Economy” under the heading “Present Status – Fuel Economy (MPG)” of the Project Business Plan (the “ Fuel Economy Status ”) shall have met the Fuel Economy Requirement for at least one of the prior two reporting periods, and ( z ) the Fuel Economy Status for such Project shall not be more than 5% below the relevant Fuel Economy Target for such Project, provided that, so long as the Borrower cannot satisfy the conditions precedent set forth in this Section 5.3(d) with respect to a Project (such Project, a “ Noncompliant Project ”), no Advances shall be made to fund Eligible Project Costs with respect to such Project or any Sub-Program thereof.  For the avoidance of doubt, if all of the other conditions precedent set forth in this Section 5.3 and Section 5.4 ( Conditions Precedent to FFB Advance ) have been satisfied or waived, Advances with respect to Eligible Project Costs for Projects satisfying the conditions precedent set forth in this Section 5.3(d) shall be made notwithstanding the existence of a Noncompliant Project.

(e)           Aggregate Advances .  Evidence that ( i ) the aggregate principal amount of all outstanding Advances made with respect to any Project under the Notes, after giving effect to the Advances to be made on the Requested Advance Date, do not exceed the Project Maximum Loan Amount with respect to such Project, ( ii ) the aggregate principal amount of all outstanding Advances made with respect to all Projects under the Notes, after giving effect to such Advances, do not exceed the Maximum Total Loan Amount, ( iii ) the aggregate principal amount of all outstanding Advances made under Note A does not exceed the Maximum Total Loan A Amount, ( iv ) the aggregate principal amount of all outstanding Advances made under Note B does not exceed the Maximum Total Loan B Amount and ( v ) the Borrower has made all Borrower Project Payments required pursuant to Section 7.13 ( Borrower Project Commitment ).

(f)         Davis-Bacon Act .  DOE shall have received a certification of the Borrower that the Borrower is in compliance with the obligation to pay prevailing wages to all laborers and mechanics employed by contractors or subcontractors during construction, alteration or repair of assets that are financed with proceeds of any Advances.

(g)        No Federal Funding .  DOE shall have received a certification of the Borrower that for all Advances, ( i ) neither the Borrower nor any of its Subsidiaries has any application for Federal Funding pending with respect to the Eligible Project Costs to be reimbursed out of the requested Advance or Advances, and ( ii ) no Eligible Project Costs to be reimbursed out of the requested Advance or Advances are Noneligible ATVM Project Costs.

(h)        Filings, Registrations and Recordings .  If the Borrower shall have added any additional filing or other requirements to Schedule 6.14(d) since the date on which the most recent previous Advance was made, evidence that such additional filing or other requirements have been satisfied.

(i)         Release of ATVM Collateral .  DOE shall have received a Collateral Release, substantially in the form attached hereto as Exhibit I, executed by the Administrative Agent and the Existing Collateral Trustee (a “ Collateral Release ”), releasing from the Liens thereon granted under the Existing Collateral Documents the ATVM Collateral Uniquely Identified on the updated Asset Register delivered in connection with such Advance Request.

(j)         Conditions Precedent in the Funding Agreements .  Each of the conditions precedent (other than delivery of the Advance Request Approval Notice by DOE) to ( i ) an Advance (including the initial Advance) under Note A in accordance with the Note Purchase Agreement and Note A have been satisfied or ( ii ) an Advance (including the initial Advance) under Note B in accordance with the Note Purchase Agreement and Note B have been satisfied.

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

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

(a)       The Existing Collateral Security Agreement and each Mortgage is effective to create in favor of the Existing Collateral Trustee, for the benefit of the Existing Collateral Secured Parties, a legal, valid and enforceable security interest in the Existing Collateral described therein; provided that the foregoing representation shall not be deemed to have been incorrect if ( i ) such Existing Collateral Security Documents are not effective with respect to Existing Collateral having an aggregate Net Book Value of less than $250,000,000 or ( ii ) at any time after the Principal Instrument Delivery Date, the Borrowing Base Coverage Ratio is at least 1.25 to 1.00 (calculated on a pro forma basis assuming such Existing Collateral for which the Existing Collateral Security Documents are not so effective is excluded from the Borrowing Base).

(b)       The ATVM Collateral Security Agreement is effective to create in favor of the ATVM Collateral Trustee, for the benefit of the ATVM Collateral Secured Parties, a legal, valid and enforceable security interest in the Identified ATVM Collateral described in the Asset Register (as updated prior to the date such representation is made or deemed to be made) delivered by the Borrower prior to any date upon which this representation is made or deemed made and as updated prior to any date upon which this representation is made or deemed to be made; provided that the foregoing representation shall not be deemed to have been incorrect if such ATVM Collateral Security Agreement is not effective with respect to ATVM Collateral having an aggregate Net Book Value of less than $75,000,000.

(c)       As of the Principal Instrument Delivery Date, the Uniform Commercial Code financing statements listed on Schedule 6.14(c), and the recordation of the Mortgages in the recording offices listed on Schedule 1.1E to the Existing Credit Agreement, all of which have been filed or recorded and copies of which have been delivered to DOE prior to the date hereof, are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office) that are necessary to establish a legal, valid and perfected security interest in favor of the Existing Collateral Trustee (for the benefit of the Existing Collateral Secured Parties) in respect of all Existing Collateral in which the Lien granted pursuant to the Existing Collateral Security Documents may be perfected by filing, recording or registering in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements; provided that the foregoing representation shall not be deemed to have been incorrect to the extent any security interest is not perfected with respect to Existing Collateral having an aggregate Net Book Value of less than $250,000,000.

(a)          None of the Borrower, any other Obligor or any of their respective Subsidiaries is a Prohibited Person, and the Borrower, each Obligor and all such Subsidiaries are in compliance with all applicable published orders, rules and regulations of OFAC.

(b)       Neither the Borrower nor any other Obligor, nor any of their members, directors, officers, parents or Subsidiaries:  ( x ) is subject to United States or multilateral economic or trade sanctions in which the United States participates; ( y ) is owned or controlled by, or act on behalf of, any governments, corporations, entities or individuals that are subject to United States or multilateral economic or trade sanctions in which the United States participates; or ( z ) is a Prohibited Person or is otherwise named, identified or described on any blocked persons list, designated nationals list, denied persons list, entity list, debarred party list, unverified list, sanctions list or other list of individuals or entities with whom United States persons may not conduct business, including but not 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 a Prohibited Person or by a Person organized in a Prohibited Jurisdiction.

(d)       The Borrower and each other Obligor has established an anti-money laundering compliance program if and as required by the USA PATRIOT Act.

(a)       The Borrower shall deliver to DOE, promptly following its having been submitted to the lenders under the Existing Credit Agreement generally, copies of any proposed amendment, modification or waiver under the Existing Credit Agreement that is submitted to the lenders thereunder generally for their approval.  Promptly following the effectiveness of any amendment, modification or waiver of the Existing Credit Agreement, the Borrower shall promptly, within four Business Days, deliver to DOE a copy of such amendment, modification or waiver.

(b)       Upon entering into any amendment, modification or waiver of the Existing Credit Agreement or any extension, renewal, replacement, refinancing or any other form of refunding of the Existing Credit Agreement (a “ Replacement Credit Agreement ”) or any amendment or other modification or waiver of any Replacement Credit Agreement, in any such case (each being a “ Modifying Agreement ”) pursuant to which any representations and warranties (other than representations in Sections 6.14(b) ( Security Documents ), 6.14(d), 6.16 ( OFAC and USA PATRIOT Act ), 6.17 ( Eligibility of Borrower, Projects ), 6.18 ( Approvals, Permits and Consents ), 6.19 ( Compliance with Laws, Program Requirements ), 6.20 ( Project Business Plan ) and 6.21 ( Federal Funding )), covenants (other than this Section 7.1 and Sections 7.3(b) ( Maintenance of Property; Insurance ), 7.4(f) ( Additional Collateral, Etc. ), 7.4(h), 7.4(j), 7.5 ( Use of Proceeds ), 7.6 ( Books, Records and Inspections ), 7.7 ( Approvals; Government Approvals ), 7.8 ( Compliance with Program Requirements ), 7.9 ( Advanced Technology Vehicles ), 7.10 ( Davis-Bacon Act ), 7.11 ( Investment Earnings ), 7.12 ( Federal Funding ), 7.13 ( Borrower Project Commitment ), 8.2(a)(i)(B) ( Reports ) (unless the covenant in Section 9.2 is eliminated or modified so as to make the certification required under 8.2(a)(i)(B) no longer correspond to any such covenant), 8.2(b), 8.3(b) ( Notices ),   9.3(b) ( Liens ), 9.5(i) ( Assets Acquired with Proceeds of any Advance ), 9.10 ( Use of Proceeds ), 9.11 ( Debarment ), 9.12 ( Public Statements ), 9.13 ( Limitation on Senior Obligations ) and 9.14 ( Noneligible ATVM Project Costs )) or events of default (other than 10.1(a) ( Events of Default ), 10.1(c)(i) (to the extent it relates to a breach of Section 9.11), 10.1(i) (to the extent it relates to the ATVM Collateral Trust Agreement or any other ATVM Collateral Security Document) and 10.1(l)) are changed, added or deleted (or any equivalent or related provision or related definition is changed, added or deleted), DOE and the Borrower shall, as promptly as practical following the consummation of such Modifying Agreement (or, in the case of any such Modifying Agreement whose effectiveness is conditioned upon the effectiveness of a corresponding amendment, modification or waiver to this Agreement, as promptly as practical following the Borrower’s having advised DOE of the provisions of the proposed Modifying Agreement), enter into an amendment of this Agreement to make corresponding changes or additions hereto in respect of representations and warranties, covenants and events of default (and any equivalent or related provision and related definition).

(a)        The Borrower will, and will cause each Significant Guarantor to, maintain, as appropriate, with insurance companies that the Borrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in amounts (after giving effect to any self insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as the Borrower believes (in the good faith judgment of the management of the Borrower) are reasonable in light of the size and nature of its business.

(b)       The Borrower shall ( i ) designate DOE as an additional insured under the Borrower’s excess liability insurance policy or policies to the extent the claim or loss relates directly or indirectly to any Project and ( ii ) to the extent provided by the Borrower to the lenders under the Existing Credit Agreement or any Replacement Credit Agreement and not inconsistent with the rights of the holders of Senior Obligations, designate DOE as loss payee under the Borrower’s property and casualty insurance policy or policies.  In addition, the Borrower shall cause a customary insurance certificate to be delivered to DOE evidencing any such designation of DOE as an additional insured or loss payee, as the case may be, under any such policy.

(a)       Within 30 days after the formation or acquisition of any Additional Guarantor (or the making of a single investment or a series of related investments having a value (determined by reference to Net Book Value, in the case of an investment of assets) of $500,000,000 or more in the aggregate by the Borrower or a Guarantor, directly or indirectly, in a Domestic Subsidiary (other than an Excluded Subsidiary) that is not a Guarantor that results in such Domestic Subsidiary becoming an Additional Guarantor), the Borrower shall (or shall cause the relevant Subsidiary to) ( i ) execute and deliver to the Existing Collateral Trustee such amendments or supplements to the Existing Collateral Security Agreement as the Administrative Agent deems necessary to grant to the Existing Collateral Trustee, for the benefit of the Existing Collateral Secured Parties, a perfected security interest in the Capital Stock of such Additional Guarantor (or Domestic Subsidiary receiving such investment(s)), ( ii ) deliver to the Existing Collateral Trustee the certificates, if any, representing such Capital Stock (to the extent constituting “certificated securities” under the Uniform Commercial Code), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Existing Loan Party, and ( iii ) cause such Additional Guarantor (or Domestic Subsidiary receiving such investment(s)) ( A ) to become a party to the Existing Collateral Security Agreement, the Existing Collateral Trust Agreement and the Guarantee, ( B ) to take such actions as necessary to grant to the Existing Collateral Trustee for the benefit of the Existing Collateral Secured Parties a valid, perfected security interest in the Existing Collateral described in the Existing Collateral Security Agreement with respect to such Additional Guarantor (or Domestic Subsidiary receiving such investment(s)), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by law.

(b)       Within 30 days after the formation or acquisition any new Foreign Subsidiary the Capital Stock of which is owned directly by the Borrower or any Guarantor (other than the Capital Stock of any Excluded Subsidiary or any other Subsidiary to the extent the ownership interest in such Subsidiary has a Net Book Value of $500,000,000 or less), the Borrower shall (or shall cause the relevant Subsidiary to) promptly ( i ) execute and deliver to the Administrative Agent such amendments or supplements to the Existing Collateral Security Agreement as the Existing Collateral Trustee or the Administrative Agent deems necessary to grant to the Existing Collateral Trustee, for the benefit of the Existing Collateral Secured Parties, a perfected security interest in a portion of the Capital Stock of such new Foreign Subsidiary that is owned by the Borrower or such Guarantor ( provided that in no event shall more than 66% of the total outstanding Voting Stock of any such new Foreign Subsidiary be required to be so pledged unless the Borrower in its sole discretion otherwise agrees) and ( ii ) deliver to the Existing Collateral Trustee the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or the relevant Guarantor, and take such other action as may be reasonably requested by the Existing Collateral Trustee or the Administrative Agent in order to perfect the Existing Collateral Trustee’s security interest therein ( provided that in no event shall such actions require the execution or delivery of a pledge agreement or similar instrument governed by any law other than the laws of the State of New York).

(c)       The Borrower shall use its commercially reasonable efforts to ( i ) grant to the Existing Collateral Trustee a security interest in the Capital Stock of any newly formed or after acquired joint venture (or a holding company parent thereof) owned directly by the Borrower or a Guarantor if the amount recorded by the Borrower or such Guarantor as its investment in such joint venture exceeds $250,000,000 and ( ii ) in the case of any domestic joint venture in which the Borrower directly or indirectly owns at least 80% of the voting or economic interest, to cause such joint venture to become a Guarantor (in each case, it being understood that such efforts shall not require any economic or other significant concession with respect the terms of such joint venture arrangements).

(d)       Within 60 days of the occurrence thereof, the Borrower will notify the ATVM Collateral Trustee and DOE of any changes to the name, jurisdiction of incorporation or legal form of the Borrower or any Guarantor.

(e)       If Ford Motor Vehicle Assurance Company, LLC is not liquidated within six months of the Financial Closing Date, the Borrower shall cause Ford Motor Vehicle Assurance Company, LLC to execute the Guarantee and become a Guarantor thereunder.

(f)         Identification of Collateral .

(i)            No later than the last day of each calendar month until the first such date following the date on which all ATVM Collateral consisting of capital assets ( x ) has been capitalized, ( y ) has ceased to be owned by the Borrower or ( z ) has been written off by the Borrower (such date, the “ Final Equipment and Fixture Identification Date ”), in each case at least one month prior to such date, the Borrower ( A ) will deliver to the ATVM Collateral Trustee and DOE a copy of an updated Asset Register identifying on the capital asset schedule of the Asset Register all ATVM Collateral that had been capitalized as of the last day of the prior calendar month (it being understood that this Section 7.4(f)(i) shall be satisfied during the Availability Period by the delivery of an updated Asset Register in connection with each Advance Request pursuant to Section 2.3 ( Mechanics for Requesting Advances )), ( B ) will deliver to DOE a Collateral Release executed by the Administrative Agent and the Existing Collateral Trustee with respect to such Asset Register, and ( C ) upon delivery of such Asset Register, shall be deemed to have made the representations in Sections 6.14(b) and 6.14(d) ( Security Documents ) on such date; provided that, on the Final Equipment and Fixture Identification Date, the Borrower shall deliver to DOE and the Collateral Trustee, by, in the case of DOE, an Acceptable Delivery Method, a certificate executed by a Responsible Officer which shall be substantially in the form of the document titled “Form of Certificate of Final Equipment and Fixture Identification Date,” dated September 16, 2009 previously submitted to and accepted by DOE.

(ii)           No later than the last day of each calendar month until the first such date following the date on which ( x ) all trade secrets or inventions the Development of which was financed with the proceeds of Advances that ( I ) have been incorporated into a patent application filed with the United States Patent and Trademark Office (the “ PTO ”) or ( II ) the Borrower has determined that such trade secrets or inventions will not be incorporated into any such application and ( y ) all copyrightable works incorporated into engineering drawings or technical descriptions embodying or illustrating trade secrets or inventions referred to in clause (x)(I) above, which drawings or descriptions were created by the engineers who invented such trade secrets or inventions (other than any such drawings or descriptions included in any owners’ manuals, maintenance manuals or the like in any medium), have been included in a copyright application filed with the USCO or the Borrower has determined that such drawings and technical descriptions will not be incorporated in any such application (such date, the “ Final Intellectual Property Identification Date ”), the Borrower ( A ) will deliver to the ATVM Collateral Trustee and DOE a copy of an updated Asset Register ( 1 ) identifying on the intellectual property schedule of the Asset Register all ATVM Collateral consisting of patents or patent applications that have been filed with the PTO as of the last day of the prior calendar month and ( 2 ) identifying on the intellectual property schedule of the Asset Register all copyrightable works for which the Borrower intends to file a copyright application, as evidenced by Borrower’s designation of such copyright for registration in its intellectual property management system, and all copyright applications or copyright registrations, in each case with respect to engineering drawings or technical descriptions embodying or illustrating trade secrets or inventions incorporated into patents or patent applications referred to in clause ( A )( 1 ) above, which drawings or descriptions were created by the engineers who invented such trade secrets or inventions (other than any such drawings or descriptions included in any owners’ manuals, maintenance manuals or the like in any medium) that have been filed with the USCO as of the last day of the prior calendar month (it being understood that this Section 7.4(f)(ii) shall be satisfied during the Availability Period by the delivery of an updated Asset Register in connection with each Advance Request pursuant to Section 2.3), ( B ) will deliver to DOE a Collateral Release executed by the Administrative Agent and the Existing Collateral Trustee with respect to such Asset Register, and ( C ) upon delivery of such Asset Register, shall be deemed to have repeated the representations in Sections 6.14(b) and 6.14(d) on such date; provided that, on the Final Intellectual Property Identification Date, the Borrower shall deliver to DOE and the Collateral Trustee, by, in the case of DOE, an Acceptable Delivery Method, a certificate executed by a Responsible Officer which shall be substantially in the form of the document titled “Form of Certificate of Final Intellectual Property Identification Date,” dated September 16, 2009 previously submitted to and accepted by DOE.

(iii)          Subject to Section 7.4(j) below, each Asset Register delivered pursuant to this Section 7.4 or delivered with an Advance Request pursuant to Section 2.3 shall Uniquely Identify all Equipment and Fixtures the acquisition or Development of which, all patents and patent applications the Development of which and all copyrights and copyright applications with respect to all copyrightable works incorporated into engineering drawings or technical descriptions embodying or illustrating trade secrets or inventions included in any such patent or patent application, which drawings or descriptions were created by the engineers who invented such trade secrets or inventions (other than any such drawings or descriptions included in any owners’ manuals, maintenance manuals or the like in any medium) has been (or, in the case of an Asset Register delivered with an Advance Request, upon the funding of the Advance or Advances requested in such Advance Request, will have been) financed with the proceeds of Advances, in each case to the extent that, as of the Calculation Date (in the case of Asset Registers delivered in connection with an Advance Request) or the last day of the prior calendar month (in the case of Asset Registers delivered pursuant to this Section 7.4) to which such Asset Register relates, ( x ) in the case of Equipment and Fixtures, such assets shall have been capitalized in accordance with the Borrower’s then existing accounting policies, which accounting policies shall be carried out in accordance with GAAP and ( y ) in the case of patents and patent applications, copyright applications and copyright registrations, an application shall have been filed with the PTO or USCO; provided that the foregoing obligations shall not have been violated if Equipment, Fixtures, patents, patent applications, copyrights or copyright applications that have not been so Uniquely Identified have an aggregate Net Book Value of less than $75,000,000.

(g)       The Borrower shall promptly take such steps as the Administrative Agent may reasonably request in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created in the Existing Collateral. Notwithstanding anything to the contrary herein or in any other Transaction Document, neither the Borrower nor any Guarantor shall be required to perfect the security interests granted by it in any Existing Collateral by any means other than by ( i ) execution, delivery and recordation of a Mortgage, ( ii ) filings pursuant to the Uniform Commercial Code of the relevant State(s) (including with respect to fixtures covered by any Mortgage) or equivalent filings under local jurisdictions to the extent required with respect to the pledge of the Capital Stock of any member of the Restricted Pledgee Group, ( iii ) delivery to the Existing Collateral Trustee to be held in its possession of each promissory note listed on Schedule 5.1(g) to the Existing Credit Agreement and Schedule 7.4 hereto, together with an undated endorsement for each such promissory note executed in blank by a duly authorized officer of the pledgor thereof, and, to the extent certificated and constituting “certificated securities” under the Uniform Commercial Code, Capital Stock listed on Schedule 4.13 to the Existing Credit Agreement, Schedule 6.13(b) hereto or required to be pledged pursuant to Section 6.7(a) of the Existing Credit Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, ( iv ) delivery of each other promissory note or certificated Capital Stock and constituting “certificated securities” under the Uniform Commercial Code constituting Collateral to the extent such promissory note evidences Indebtedness, or such Capital Stock has a Net Book Value, in excess of $250,000,000, together with an undated endorsement or stock power for each such promissory note or certificate, as applicable, executed in blank by a duly authorized officer of the pledgor thereof and ( v ) filing with the United States Patent and Trademark Office against trademarks listed on Schedule 1.1F to the Existing Credit Agreement.

(h)       The Borrower shall promptly take such steps as DOE may reasonably request in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created in the ATVM Collateral.  Notwithstanding anything to the contrary herein or in any other Loan Document, neither the Borrower nor any Guarantor shall be required to perfect the security interests granted by it in any ATVM Collateral by any means other than by ( i ) filings pursuant to the Uniform Commercial Code of the relevant State(s), including fixture filings and any other financing statement with respect to fixtures and any financing statement amendments required to perfect the first-priority Lien over all Identified ATVM Collateral set forth on any Asset Register, ( ii ) filings with the USCO against any copyright or copyright applications in respect of engineering drawings or technical descriptions embodying or illustrating the trade secrets or inventions included in a patent or patent application included in the ATVM Collateral, which drawings or descriptions were created by the engineers who invented such trade secrets or inventions (other than any such drawings or descriptions included in any owners’ manuals, maintenance manuals or the like in any medium), ( iii ) in the event the Borrower acquires or Develops any real property with the proceeds of any Advance, execution, delivery and recordation of a mortgage against such real property and ( iv ) any additional steps required with respect to additional categories of ATVM Collateral pursuant to Section 7.4(j).

(i)        If any Subsidiary, other than a Guarantor, guarantees the Existing Credit Agreement, the Borrower shall promptly cause such Subsidiary to become a guarantor under the Guarantee.

(j)        If, at any time, the Borrower proposes to ( i ) acquire or Develop, with the proceeds of any Advances, any assets or property (other than patents) having an aggregate value in excess of $5,000,000, which assets fall outside the categories of assets in which a security interest is granted under the then outstanding ATVM Collateral Security Documents (the “ Non-Pledged Asset Classes ”) or ( ii ) acquire any patents having an aggregate value in excess of $2,500,000 with the proceeds of any Advances, the Borrower shall promptly, but in any event not later than 30 days thereafter, ( w ) notify DOE thereof, ( x ) enter into such amendments to the ATVM Collateral Security Documents, or enter into additional ATVM Collateral Security Documents, as shall be reasonably requested by DOE in order to grant a legal and valid security interest in such assets, ( y ) take such additional steps, if any, as DOE shall reasonably request that are necessary to, appropriate or desirable to fully perfect such security interest, provided that if such security interest can be perfected by the filing of Uniform Commercial Code financing statements (including any fixture filings), no additional or further steps in respect of perfecting such security interest shall be required and ( z ) in the case of any additional class or classes of assets with a value in excess of $25,000,000, deliver legal opinions from counsel, reasonably satisfactory to DOE, with respect to the validity and perfection of such security interest.

(a)       The Borrower shall keep proper records and books of account, in which entries are correct and accurate in all material respects and sufficient to prepare financial statements in accordance with GAAP and facilitate the effective and accurate audit and performance evaluation of the Projects pursuant to the Program Requirements;

(b)          The Borrower shall consult and cooperate with DOE and FFB regarding each of the Projects upon their request and shall permit officers and designated representatives of DOE, FFB or the United States Comptroller General to visit and inspect any Project and any other facilities and properties of the Borrower and any pertinent books, documents, papers and records of Borrower for the purpose of audit, examination, inspection and monitoring at any reasonable time during normal business hours, and to examine and discuss the affairs, finances and accounts of the Borrower with the officers of the Borrower.  The Borrower shall afford proper facilities for such inspection, shall make copies (at Borrower’s expense) of any records that are subject to such inspection, shall make available all information related to each Project, including all patents, technology and proprietary rights owned or controlled by Borrower and utilized in the construction, startup or operation of the Projects, and shall permit the taking of samples as may be reasonably necessary in order to determine the technical progress, soundness of financial condition, management stability, compliance with environmental requirements, adequacy of health and safety conditions, and all other matters with respect to the Projects.

(c)       The Borrower shall authorize the Borrower’s Independent Auditor to communicate directly with DOE, FFB and the United States Comptroller General at any time regarding any Agreed-Upon Procedures Report and the Borrower’s accounts and operations relating thereto;

(d)       In the event that the Borrower’s Independent Auditor should cease to be the accountants of the Borrower for any reason, the Borrower shall appoint and maintain as the Borrower’s Independent Auditor another firm of independent public accountants, which firm shall be authorized by the SEC to audit the books and records of a corporation listed on the New York Stock Exchange; and

(e)       The Borrower shall retain all records relating to expenditures with respect to which Advances were made for five years after the Advances were made with respect to such expenditure.

(a)        Borrower Financial Statements .  The Borrower shall deliver to DOE, audited annual financial statements and unaudited quarterly financial statements of the Borrower within 15 days after the Borrower is required to file the same with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act (or, if the Borrower is not required to file annual financial statements or unaudited quarterly financial statements with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act, then within 15 days after the Borrower would be required to file the same with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act if it had a security listed and registered on a national securities exchange); provided , that the foregoing time period shall automatically be extended to the earlier of ( i ) the date that is five days prior to the date of the occurrence of any “event of default” (or any comparable term) under any of the Existing Notes as a result of the failure by the Borrower to provide annual or quarterly financial statements to the extent required under the related Existing Notes Indenture and ( ii ) in the case of audited annual financial statements, within 240 days after the end of the Borrower’s fiscal year, and in the case of unaudited quarterly financial statements, within 220 days after the end of each of the first three quarterly periods of each fiscal year; provided , further, that the such financial statements shall be deemed to be delivered upon the filing with the SEC of the Borrower’s Form 10−K or Form 10−Q for the relevant fiscal period.

(b)        Subsidiary Financial Statements .  The Borrower shall deliver ( i ) statutory audited consolidated annual financial statements for each of FMCC, Ford South Africa and Volvo, ( ii ) statutory audited annual financial statements for each of Ford Argentina, Ford Canada, Grupo Ford and Ford Mexico and ( iii ) during any period when the Capital Stock of any other Foreign Pledgee has an Eligible Value of greater than $0, the statutory audited annual financial statements for such Foreign Pledgee (commencing with the statements that have been used as the basis for such Eligible Value), in each case under clause (i), (ii) or (iii) above promptly after the same become available and only to the extent the Borrower has delivered to the Administrative Agent, or is required to deliver, such financial statements under the Existing Credit Agreement; provided that, if any such financial statements are not delivered within 240 days after the end the fiscal year of the relevant Subsidiary, the Eligible Value of the Capital Stock of such Person (or, in the case of Grupo Ford, the Eligible Value of the Grupo Ford Intercompany Note) shall be deducted from the Borrowing Base until such statements have been delivered to the Administrative Agent, but the failure to deliver such financial statements shall not otherwise constitute a Default or an Event of Default hereunder.

(a)        Compliance and Borrowing Base Certificates .

(i)            concurrently with the delivery of any financial statements pursuant to Section 8.1 ( Borrower Financial Statements ), a Compliance Certificate of a Responsible Officer ( x ) stating that, to the best of such Responsible Officer’s knowledge, no Default or Event of Default has occurred and is continuing as of the date of such certificate, except as specified in such certificate; and ( y ) ( A ) unless the lesser of ( 1 ) the Total Available Revolving Commitment (including any unused commitment under any Incremental Revolving Facility or any Permitted Additional Senior Facility) and ( 2 ) the excess of ( i ) the Borrowing Base as of such date over ( ii ) the Borrowing Base Debt at such date is equal to or greater than $4,000,000,000, containing a calculation of Available Liquidity as of the last day of the fiscal period covered by such financial statements or ( B ) if the lesser of ( 1 ) the Total Available Revolving Commitment (including any unused commitment under any Incremental Revolving Facility or any Permitted Additional Senior Facility) and ( 2 ) the excess of ( i ) the Borrowing Base as of such date over ( ii ) the Borrowing Base Debt at such date is equal to or greater than $4,000,000,000, containing a certification that Available Liquidity as of the last day of the fiscal period covered by such financial statements is equal to or greater than $4,000,000,000; and

(ii)           simultaneously with delivery thereof to the Administrative Agent pursuant to Section 6.3 of the Existing Credit Agreement, a copy of the Borrowing Base Certificate;

(b)        Reports; Project Business Plan and Additional Information .

(i)             Quarterly Progress Report .  on or prior to the 15 th day of each February, May, August and November (each a “ Quarterly Reporting Date ”), a quarterly progress report for each Project, in substantially the form of the document titled “Quarterly Progress Report,” dated as of August 18, 2009, previously submitted to and accepted by DOE, setting forth for each Project and each related Sub-Program of each such Project ( x ) the financial performance for the immediately preceding fiscal quarter for each Project or Sub-Program of each such Project and ( y ) certification by the Borrower of the achievement of any Post-Program Approval Timing Milestones with respect of each Project or Sub-Program of each such Project during the immediately preceding fiscal quarter;

(ii)            Revised Project Business Plan .  on or prior to the next Quarterly Reporting Date, following the receipt of Program Approval for any Project or any Sub-Program thereof, a revised Project Business Plan, together with the next quarterly report required to be submitted to DOE under subsection (i), setting forth the updated Project Targets, including updated Timing Milestones (the “ Post-Program Approval Timing Milestones ”) with respect to such Project or any Sub-Program;

(iii)           Semiannual Progress Report .  on or prior to the 15 th day of each February and August (each a “ Semiannual Reporting Date ”), a semiannual progress report, in substantially the form of the document titled “Semiannual Progress Report,” dated as of August 18, 2009, previously submitted to and accepted by DOE, setting forth for each Project and each related Sub-Program ( x ) the Fuel Economy Status for such Project or Sub-Program as at the end of such semi-annual period, ( y ) the anticipated Program Approval Date for any Project or Sub-Program that has not received Program Approval and ( z ) the Technology Components comprising each such Project or Sub-Program;

(iv)           Agreed-Upon Procedures Report .  on or prior to November 30, 2009 (with respect to the initial Advance Request) and thereafter on or prior to the last day of each March, June, September and December thereafter, a report, in substantially the form of the document titled “Agreed-Upon Procedures Report,” dated September 16, 2009, previously submitted to and accepted by DOE, as such form may be revised from time to time by the Borrower and the Independent Auditor with the consent of DOE, which consent shall not be unreasonably withheld (an “ Agreed-Upon Procedures Report ”), prepared by the Independent Auditor;

(v)            Noncompliant Projects .  if, as of any Quarterly Reporting Date, any Project is a Noncompliant Project, a detailed description of the Borrower’s intentions with respect to such Project, which may include, at the election of the Borrower, a proposal to DOE to modify the Project Targets set forth in the Project Business Plan with respect to such Noncompliant Project, provided that such modification may be accepted or rejected by DOE, in its sole discretion and, if accepted by DOE, the Project Business Plan shall be modified accordingly; and

(vi)           Additional Information .  promptly upon request, such information or documents relating to any Project as DOE or FFB may reasonably request.

(a)        Defaults .  Promptly upon a Responsible Officer of the Borrower becoming aware thereof, the Borrower will give notice in Electronic Format to DOE of the occurrence of any Default or Event of Default.  Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Borrower or the relevant Subsidiary proposes to take with respect thereto.

(b)        Debarment .  The Borrower shall provide immediate written notice in Electronic Format (including a brief description) to DOE if at any time a Responsible Officer of the Borrower becomes aware that the representations made with respect to Debarment Regulations were erroneous when made or have become erroneous by reason of changed circumstances.

(a)       Prior to the Existing Collateral Release Date, the Borrower will not, nor will it permit any Guarantor to, create, incur, assume or suffer to exist any Lien upon any of the Existing Collateral except Existing Collateral Permitted Liens.

(b)       Prior to the ATVM Collateral Release Date, the Borrower will not, nor will it permit any Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of the ATVM Collateral, except ATVM Collateral Permitted Liens.

(a)       Indebtedness of the type described in clause (g) of the definition of Existing Collateral Permitted Liens;

(b)       Indebtedness incurred under working capital facilities entered into in the ordinary course of business;

(c)       Indebtedness owing to the Borrower or any Subsidiary; provided that any such Indebtedness owing to a Subsidiary that is not a Guarantor shall be subordinated in right of payment to any Indebtedness owing by Volvo or any of its Subsidiaries or such member of the Restricted Pledgee Group to the Borrower or any Guarantor;

(d)       Indebtedness consisting of subsidized loans made, or guaranteed, by a governmental or quasi governmental entity (including any international organization or agency);

(e)       Indebtedness outstanding as of the Existing Credit Agreement Closing Date and any Permitted Refinancing thereof;

(f)        in the case of any member of the Restricted Pledgee Group, any additional Indebtedness; provided that ( i ) the Borrowing Base Coverage Ratio after giving pro forma effect to the incurrence and application of proceeds thereof is at least 1.15 to 1.00 and ( ii ) any dividends received by the Borrower from the proceeds of any such Indebtedness in excess of $250,000,000 are reinvested in the Borrower’s business within 15 months or, to the extent not so reinvested are, unless such Credit Agreement Mandatory Prepayment Event shall have been waived, applied as a Credit Agreement Mandatory Prepayment Event pursuant to Section 2.18(a) of the Existing Credit Agreement; and

(g)       in the case of Volvo and its Subsidiaries, additional Material Guarantees and Indebtedness in an Outstanding Amount with respect to all such Material Guarantees and Indebtedness not to exceed $1,000,000,000 at any time;

(a)        Receivables and Inventory .  The Borrower shall not, and shall not permit any Guarantor to, Dispose of any receivables or inventory included in the Borrowing Base, except in the ordinary course of business.

(b)        Non-Core Assets .  The Borrower shall not, nor shall it permit any Subsidiary to, Dispose of all or any portion of the Capital Stock (including by way of merger), or all or substantially all of the assets, of Automotive Components Holdings, and/or Automobile Protection Corp. unless in either case, the Net Cash Proceeds thereof are reinvested in the business of the Borrower within 15 months of such Disposition or, to the extent not so reinvested are, unless such Credit Agreement Mandatory Prepayment Event shall have been waived, applied as a Credit Agreement Mandatory Prepayment Event pursuant to Section 2.18(a) of the Existing Credit Agreement.

(c)        Volvo .  The Borrower shall not, nor shall it permit any Subsidiary to, Dispose of ( i ) all or any portion of the Capital Stock (including by way of merger) or to Dispose of (other than in the ordinary course of business or to another Subsidiary or the Borrower) more than 20% of the then Consolidated Total Assets of Volvo (initially determined based upon the audited financial statements of Volvo for the fiscal year ending December 31, 2008 and, commencing with the delivery of financial statements of Volvo delivered pursuant to Section 8.1(b) ( Financial Statements ), based upon the most recent consolidated balance sheet of Volvo contained therein) in a single transaction or a series of related transactions, unless ( 1 ) after giving pro forma effect to such Disposition and the application of proceeds thereof, the Borrowing Base Coverage Ratio is at least 1.25 to 1.00, ( 2 ) the greater of ( A ) 50% of the Net Cash Proceeds thereof and ( B ) the amount of such proceeds necessary so that, after giving pro forma effect to such Disposition and application of proceeds thereof, the Borrowing Base Coverage Ratio is at least 1.25 to 1.00, are, unless such Credit Agreement Mandatory Prepayment Event shall have been waived, applied to prepay the Existing Credit Agreement pursuant to Section 2.18(a) of the Existing Credit Agreement and ( 3 ) the remaining Net Cash Proceeds of such Disposition are reinvested in the business of the Borrower within 15 months of such Disposition or, to the extent not so reinvested are, unless such Credit Agreement Mandatory Prepayment Event shall have been waived, applied as a Credit Agreement Mandatory Prepayment Event pursuant to Section 2.18(a) of the Existing Credit Agreement or ( ii ) the Volvo Trade Name except in connection with a Disposition of all or substantially all of the Capital Stock or assets of Volvo.

(d)        Ford Motor Credit .  The Borrower shall not permit any Disposition or issuance of the Capital Stock of FMCC that results in the Borrower owning, directly or indirectly, less than 49% of the outstanding Capital Stock of FMCC. The Borrower shall not permit any other Disposition or issuance of the Capital Stock of FMCC unless ( i ) in the case of a primary offering of Capital Stock of FMCC, the Net Cash Proceeds of such Disposition are reinvested in the business of FMCC within 15 months of such Disposition or, to the extent not so reinvested are, unless such Credit Agreement Mandatory Prepayment Event shall have been waived, applied as a Credit Agreement Mandatory Prepayment Event pursuant to Section 2.18(a) of the Existing Credit Agreement and ( ii ) in the case of a Disposition of the Capital Stock of FMCC by the Borrower or any Subsidiary thereof, the Net Cash Proceeds thereof in an amount equal to the product of the Eligible Value of such Capital Stock constituting Eligible FMCC Pledged Equity and the Advance Percentage therefor as set forth in the most recent Borrowing Base Certificate delivered to the Administrative Agent are, unless such Credit Agreement Mandatory Prepayment Event shall have been waived, applied as a Credit Agreement Mandatory Prepayment Event pursuant to Section 2.18(a) of the Existing Credit Agreement.

(e)        Ford Global Technologies .  The Borrower shall not permit the Disposition of all or any portion of the Capital Stock (including by way of merger), or all or substantially all of the assets, of Ford Global Technologies, LLC, except pursuant to Section 7.7(b)(i) of the Existing Credit Agreement.

(f)         Principal Trade Names . The Borrower shall not Dispose of any Principal Trade Name.

(g)        Other Principal Trade Names .  The Borrower shall not Dispose of any Other Principal Trade Name unless ( i ) after giving pro forma effect to such Disposition and the application of proceeds thereof, the Borrowing Base Coverage Ratio is at least 1.00 to 1.00 and ( ii ) the greater of ( 1 ) 50% of the Net Cash Proceeds thereof and ( 2 ) the amount of such proceeds necessary so that, after giving pro forma effect to such Disposition and application of proceeds thereof, the Borrowing Base Coverage Ratio is at least 1.00 to 1.00, are, unless such Credit Agreement Mandatory Prepayment Event shall have been waived, applied as a Credit Agreement Mandatory Prepayment Event pursuant to Section 2.18(a) of the Existing Credit Agreement.

(h)        Material PDMP .  The Borrower shall not, nor shall it permit, any Guarantor to Dispose of any PDMP having a Net Book Value in excess of $250,000,000 in a single transaction or a series of related transactions unless ( i ) after giving pro forma effect to such Disposition and the application of proceeds thereof, the Borrowing Base Coverage Ratio is at least 1.00 to 1.00 and ( ii ) the Eligible Value of the Eligible PDMP PP&E is reduced as provided in Schedule 1.1B to the Existing Credit Agreement.

(i)        Assets Acquired with Proceeds of any Advance .  The Borrower shall not, nor shall it permit any Subsidiary to, Dispose of any assets acquired or Developed with the proceeds of any Advances, unless ( A ) in the case of a Disposition to a Subsidiary, the consideration for such Disposition is based on the Net Book Value of such assets or the fair market value of such assets and ( B ) the Net Cash Proceeds received by the Borrower from the proceeds of any such Disposition are reinvested in the Borrower’s business in accordance with the term of Section 3.6(c)(i) or applied as Mandatory Prepayments pursuant to Section 3.6(c)(i).

(j)         Other Material Assets .  The Borrower shall not, nor shall it permit any Guarantor to Dispose of any other Existing Collateral not otherwise covered in paragraphs (a) through (h) above (other than in the ordinary course of business) having a Net Book Value equal to or greater than $500,000,000 in a single transaction or a series of related transactions unless ( i ) after giving pro forma effect to such Disposition and the application of proceeds therefrom, the Borrowing Base Coverage Ratio is at least 1.15 to 1.00 and ( ii ) the Net Cash Proceeds thereof are reinvested in the business of the Borrower within 15 months of such Disposition or, if not so reinvested are, unless such Credit Agreement Mandatory Prepayment Event shall have been waived, applied as a Credit Agreement Mandatory Prepayment Event pursuant to Section 2.18(a) of the Existing Credit Agreement.

(a)       repurchases of shares of Common Stock upon the exercise of stock options or warrants for such Common Stock;

(b)       repurchases of shares of Common Stock from officers, directors and employees or any executive or employee savings or compensation plans;

(c)       derivatives or forward purchase agreements entered into to hedge obligations to repurchase Capital Stock under paragraphs (a) and (b) of this Section 9.6 or in connection with the issuance of convertible debt securities;

(d)       any Permitted Refinancing of Material Unsecured Indebtedness; provided that a certificate of a Responsible Officer of the Borrower is delivered to DOE, by an Acceptable Delivery Method, at least five Business Days (or such shorter period as DOE may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement and such terms and conditions shall be deemed to satisfy the foregoing requirement unless DOE notifies the Borrower within such period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees);

(e)       any Restricted Payments constituting redemption or other prepayment of Material Unsecured Indebtedness having a scheduled final maturity prior to the Maturity Date; provided that such redemption or prepayment occurs no earlier than the date that is six months prior to such scheduled final maturity;

(f)        additional Restricted Payments in an aggregate amount not to exceed $250,000,000 during any fiscal year and $500,000,000 in the aggregate;

(g)       additional redemptions or prepayments of Material Unsecured Indebtedness in an aggregate amount not to exceed $250,000,000 during any fiscal year and $500,000,000 in the aggregate; and

(h)       additional Restricted Payments at any time after January 1, 2010, in an amount not to exceed the Cumulative Growth Amount at such time.

(a)       The Borrower will not merge or consolidate with any other Person or sell or convey all or substantially all of its assets to any Person unless no Default or Event of Default is continuing after giving effect to such transaction and ( i ) it shall be the continuing entity or ( ii ) ( 1 ) the Person formed by or surviving such merger or consolidation shall be an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia that expressly assumes all the obligations of the Borrower under the Transaction Documents pursuant to a supplement or amendment to this Agreement and each other Transaction Document reasonably satisfactory to ( x ) in the case of any Loan Document, DOE or (y) in the case of any Existing Collateral Security Document, the Administrative Agent, ( 2 ) each Guarantor reaffirms its obligations under the Transaction Documents and ( 3 ) DOE shall have received an opinion of counsel reasonably satisfactory to DOE and consistent with the opinions delivered on the Principal Instrument Delivery Date with respect to the Borrower.

(b)       No Significant Guarantor shall merge or consolidate with any other Person or sell or convey all or substantially all of its assets to any Person unless ( i ) the Borrower or another Guarantor shall be the continuing entity or shall be the transferee of such assets or ( ii ) in connection with an asset sale permitted by Section 9.5 ( Asset Sale Restrictions ).