Common use of Additional Financing Clause in Contracts

Additional Financing. 2.15.1 In the event that the PIPE Closing does not occur prior to or concurrently with the Closing as a result of the failure of any of the conditions to the PIPE Closing under the Stock Purchase Agreement to have been satisfied or waived or because the Stock Purchase Agreement has been terminated, ECP shall be required to provide $150 million to DYN or the Buyer, as applicable, through one of the following options (provided that if (x) the First Buyout Condition fails to occur (other than in the circumstances described in clause (z) below), ECP can elect either option in its sole discretion, (y) the First Buyout Condition occurs, only the provisions of clause (i) below shall apply and (z) in the event that the First Buyout Condition fails to occur and the PIPE Closing has not occurred or does not occur as a result of the failure of the condition set forth in Section 2.04(g) of the Stock Purchase Agreement, only the provisions of clause (ii) below shall apply): (i) ECP and DYN shall enter into a loan agreement, the specific terms of which shall include the ability of DYN to repay all or a portion of the loan at any time without penalty and shall otherwise be agreed by ECP and DYN, acting reasonably and in good faith, prior to the Closing, pursuant to which ECP shall loan DYN $150 million (the “ECP Loan”), which DYN shall use to fund the Buyer Subsidiary’s obligations under the Purchase Agreement or (ii) (a) ECP’s Commitment shall be increased by $150 million and DYN’s Commitment shall be decreased by $150 million, (b) each Sponsor’s Commitment Percentage shall be increased or decreased, as the case may be, in accordance with the $150 million increase or decrease contemplated by the foregoing clause (a), and (c) ECP shall be required to contribute such additional $150 million to the Buyer at the Closing, subject to the satisfaction or waiver of the conditions set forth in the ECP Equity Commitment Letter; provided that, in each case in the foregoing clauses (i) and (ii), each of DYN and Terawatt shall continue to comply with its obligations set forth in the Stock Purchase Agreement (including effecting the PIPE Closing, subject to the satisfaction or waiver of the conditions set forth in the Stock Purchase Agreement), and provided further that if any of the conditions to the PIPE Closing under the Stock Purchase Agreement are not satisfied or the Stock Purchase Agreement is terminated, in either case due to a material breach of, or material default under, the Stock Purchase Agreement by DYN, ECP shall not be required to provide the ECP Loan, ECP’s Commitment shall not be increased pursuant to clause (ii)(a) above and ECP shall not be required to contribute the additional $150 million to the Buyer at the Closing pursuant to clause (ii)(c) above, unless ECP elects, in its sole discretion, to either provide the ECP Loan or contribute such additional $150 million to the Buyer. For the avoidance of doubt, in the event that ECP contributes an additional $150 million to the Buyer pursuant to this Section 2.15.1, such contribution shall not constitute a Bridge Portion and shall instead be deemed an equity contribution by ECP to the Buyer under the ECP Equity Commitment Letter. 2.15.2 In the event that the PIPE Closing occurs after the actions contemplated in clauses (i) or (ii) of Section 2.15.1 have occurred, the Sponsors hereby agree that (a) ECP shall be deemed to have paid $150 million of DYN’s Commitment on DYN’s behalf, (b) such payment by ECP on DYN’s behalf shall be offset against, and shall be treated as satisfying, Terawatt’s obligation to pay the Purchase Price (as defined in the Stock Purchase Agreement) at the PIPE Closing, (c) in the case of clause (i) of Section 2.15.1, $150 million of the outstanding principal of the ECP Loan shall have been deemed repaid but any accrued and unpaid interest thereon shall be paid to ECP in full by DYN, and (d) in the case of clause (ii) of Section 2.15.1, for purposes of determining the ownership of Units (as defined in the LLC Agreement Form) and the Capital Contributions (as defined in the LLC Agreement Form) of each Sponsor, the actions set forth in clauses (ii)(a) and (ii)(b) of Section 2.15.1 shall be deemed to have not occurred and DYN shall be deemed to have funded DYN’s Commitment as contemplated as of the date hereof (for the avoidance of doubt, at the price per Unit paid by the Sponsors at the Closing).

Additional Financing. 2.15.1 In the event that the PIPE Closing does not occur prior If, be it in relation to a Capacity Expansion or concurrently with the Closing as a result of the failure of any of the conditions otherwise, EverQ requests in writing from E, Q and REC additional financing in addition to the PIPE Closing under the Stock Purchase funding as agreed by this Agreement to have been satisfied or waived or because the Stock Purchase Agreement has been terminated, ECP shall be required to provide $150 million to DYN or the Buyer, as applicable, through one of the following options (provided that if (x) the First Buyout Condition fails to occur (other than in the circumstances described in clause (z) belowan "ADDITIONAL FINANCING"), ECP can elect either option in its sole discretion, (y) the First Buyout Condition occurs, only the provisions of clause (i) below shall apply and (z) in the event that the First Buyout Condition fails to occur and the PIPE Closing has not occurred or does not occur as a result of Shareholders approve the failure of the condition set forth in Section 2.04(g) of the Stock Purchase Agreement, only the provisions of clause (ii) below shall apply): (i) ECP and DYN shall enter into a loan agreement, the specific terms of which shall include the ability of DYN to repay all or a portion of the loan at any time without penalty and shall otherwise be agreed by ECP and DYN, acting reasonably and in good faith, prior to the Closing, pursuant to which ECP shall loan DYN $150 million (the “ECP Loan”), which DYN shall use to fund the Buyer Subsidiary’s obligations under the Purchase Agreement or (ii) (a) ECP’s Commitment shall be increased by $150 million and DYN’s Commitment shall be decreased by $150 million, (b) each Sponsor’s Commitment Percentage shall be increased or decreased, as the case may be, corresponding capital increase in accordance with the $150 million increase or decrease contemplated by the foregoing clause Articles of Association (aan "ADDITIONAL FINANCING REQUEST"), and the following shall apply: (ci) ECP shall be required Subject to contribute such additional $150 million to the Buyer at the Closing, subject to the satisfaction or waiver of the conditions REC's rights set forth in paragraph (vii) below, Q shall be offered in writing to provide such amount of an Additional Financing to enable it to increase its ownership interest in EverQ to a level equal to (but not in excess of) the ECP Equity Commitment Letter; provided thatpercentage then held by E (the "Q PREFERENTIAL OFFER"). Unless otherwise agreed to by the Parties, the price per 1 % of EverQ equity share (Stammeinlage) purchased by Q in any financing transaction to be completed in accordance with the terms of this SECTION 3.5(C)(I) shall be [****] (1) [****] (2) [****] (ii) Within [****] of receipt of the Grant Impunity Notice and the Q Preferential Offer, Q shall be entitled to accept the Q Preferential Offer by subscribing, in each case the form required by German law, to such number of shares in EverQ [****] as is needed for Q to obtain an ownership interest equal to E in EverQ. If, within [****] of receipt of the Grant Impunity Notice and the Q Preferential Offer, Q has not accepted the Q Preferential Offer, then Q's right to increase its ownership in EverQ to a level equal to the percentage then held by E and [****] shall terminate. (iii) Any capital increase of EverQ [****] shall be offered to the Parties pro rata to their shareholdings. If one of the Parties does not exercise the corresponding subscription rights in full within [****] of the date that such subscription rights were offered to such Party, the remainder of the subscription rights shall be offered to the other Party. Should the Parties (together), not fully subscribe to the full amount of the capital increase, the subscription rights to the remainder of the capital increase shall then be offered to third party financial investors, but not to competitors of either Party (in the foregoing clauses reasonable good-faith determination by the Parties). The Percentage Interests shall be appropriately and correspondingly adjusted in connection with any subscription by a Party of EverQ equity securities pursuant to this SECTION 3.5(C)(III). (iiv) Without limiting the foregoing, if the Additional Financing is of an amount that is insufficient to enable Q to increase its ownership in EverQ to a level equal to E, as provided herein, and Q participates in such Additional Financing to the full extent possible , then in connection with any subsequent Additional Financing the Parties shall cause Q to be offered, in writing, to provide such amount of the Additional Financing to enable Q to increase its ownership in EverQ to a level equal to E (ii), each of DYN and Terawatt shall continue in accordance with the terms herein) until such time as Q's ownership in EverQ reaches a level equal to comply with its obligations E. (v) Except as otherwise specifically set forth in this Agreement, the Stock Purchase Agreement nature and material terms of any and all financing activities by EverQ (including effecting the PIPE Closingselection of lenders, subject to if any) shall be determined by the satisfaction or waiver of the conditions set forth in the Stock Purchase Agreement), and provided further that if any of the conditions to the PIPE Closing under the Stock Purchase Agreement are not satisfied or the Stock Purchase Agreement is terminated, in either case due Supervisory Board and/or pursuant to a material breach ofresolution adopted at a shareholder meeting, or material default under, the Stock Purchase Agreement by DYN, ECP shall not be required to provide the ECP Loan, ECP’s Commitment shall not be increased pursuant to clause (ii)(a) above and ECP shall not be required to contribute the additional $150 million to the Buyer at the Closing pursuant to clause (ii)(c) above, unless ECP elects, in its sole discretion, to either provide the ECP Loan or contribute such additional $150 million to the Buyer. For the avoidance of doubt, in the event that ECP contributes an additional $150 million to the Buyer pursuant to this Section 2.15.1, such contribution shall not constitute a Bridge Portion and shall instead be deemed an equity contribution by ECP to the Buyer as applicable under the ECP Equity Commitment LetterGerman law. 2.15.2 In the event that the PIPE Closing occurs after the actions contemplated in clauses (ivi) or (ii) Whenever a Q Preferential Offer is made by issuance of Section 2.15.1 have occurrednew shares , the Sponsors hereby agree that (a) ECP REC shall be deemed offered to have paid $150 million purchase such number of DYN’s Commitment on DYN’s behalf, (b) such payment by ECP on DYN’s behalf new shares in EverQ required in order to maintain its percentage interest in EverQ at that time in order to avoid dilution of REC. The share price shall be offset against, and shall be treated the same as satisfying, Terawatt’s obligation to pay the Purchase Price (as defined in the Stock Purchase Agreement) at the PIPE Closing, (c) in the case of clause (i) of Section 2.15.1, $150 million of the outstanding principal of the ECP Loan shall have been deemed repaid but any accrued and unpaid interest thereon shall be paid to ECP in full by DYN, and (d) in the case of clause (ii) of Section 2.15.1, for purposes of determining the ownership of Units (as defined in the LLC Agreement Form) and the Capital Contributions (as defined in the LLC Agreement Form) of each Sponsor, the actions set forth in clauses (ii)(a) and (ii)(b) of Section 2.15.1 shall be deemed to have not occurred and DYN shall be deemed to have funded DYN’s Commitment as contemplated as of the date hereof (for the avoidance of doubt, at the price per Unit paid by the Sponsors at the Closing)[****].

Additional Financing. 2.15.1 In At any time and from time to time, but in any event no more than twice, the event that Domestic Borrower may solicit the PIPE Closing does not occur prior to or concurrently with the Closing as a result of the failure of Lenders and any of the conditions to the PIPE Closing under the Stock Purchase Agreement to have been satisfied or waived or because the Stock Purchase Agreement has been terminated, ECP shall be required other lending institutions to provide $150 million to DYN or the Buyer, as applicable, through one of the following options (provided that if (x) the First Buyout Condition fails to occur (other than in the circumstances described in clause (z) below), ECP can elect either option in its sole discretion, (y) the First Buyout Condition occurs, only the provisions of clause (i) below shall apply and (z) in the event that the First Buyout Condition fails to occur and the PIPE Closing has not occurred or does not occur as a result of the failure of the condition set forth in Section 2.04(g) of the Stock Purchase Agreement, only the provisions of clause (ii) below shall apply): (i) ECP and DYN shall enter into a loan agreement, the specific terms of which shall include the ability of DYN to repay all or a portion of the loan at any time without penalty and shall otherwise be agreed by ECP and DYN, acting reasonably and in good faith, prior to the Closing, pursuant to which ECP shall loan DYN $150 million (the “ECP Loan”), which DYN shall use to fund the Buyer Subsidiary’s obligations under the Purchase Agreement or (ii) (a) ECP’s Commitment shall be increased by $150 million and DYN’s Commitment shall be decreased by $150 million, (b) each Sponsor’s Commitment Percentage shall be increased or decreased, as the case may be, in accordance Domestic Borrower with the $150 million increase or decrease contemplated by the foregoing clause (a), and (c) ECP shall be required to contribute such additional $150 million to the Buyer at the ClosingCommitments, subject to the satisfaction or waiver of the conditions limitations set forth in the ECP Equity Commitment Letter; provided thatbelow, in each case in an aggregate amount for all Lenders and any other lending institutions not to exceed fifty million dollars ($50,000,000). Neither the foregoing clauses (i) and (ii), each of DYN and Terawatt Administrative Agent nor any Lender shall continue to comply with its obligations set forth in the Stock Purchase Agreement (including effecting the PIPE Closing, subject to the satisfaction or waiver of the conditions set forth in the Stock Purchase Agreement), and provided further that if have any of the conditions to the PIPE Closing under the Stock Purchase Agreement are not satisfied or the Stock Purchase Agreement is terminated, in either case due to a material breach of, or material default under, the Stock Purchase Agreement by DYN, ECP shall not be required obligation to provide the ECP Loan, ECP’s Commitment shall not be increased pursuant to clause (ii)(a) above and ECP shall not be required to contribute the additional $150 million to the Buyer at the Closing pursuant to clause (ii)(c) above, unless ECP elects, in its sole discretion, to either provide the ECP Loan Domestic Borrower with all or contribute any part of such additional $150 million to the Buyer. For the avoidance Commitments; provided that by execution of doubt, in the event that ECP contributes an additional $150 million to the Buyer pursuant to this Section 2.15.1, such contribution shall not constitute a Bridge Portion and shall instead be deemed an equity contribution by ECP to the Buyer under the ECP Equity Commitment Letter. 2.15.2 In the event that the PIPE Closing occurs after the actions contemplated in clauses (i) or (ii) of Section 2.15.1 have occurredCredit Agreement, the Sponsors hereby agree that (a) ECP Administrative Agent and the Lenders shall be deemed to have paid $150 million consented, without the need for further or subsequent consent, (a) to such increase in the Total Commitment which any other Lender or lending institution may agree to provide for the Revolving Credit Loans which may be advanced in respect thereof and any resulting changes in the Commitment Percentages of DYN’s Commitment on DYN’s behalfthe Lenders, and (b) any amendments which may be made to the Loan Documents in order to evidence and document such payment by ECP on DYN’s behalf shall be offset against, and shall be treated as satisfying, Terawatt’s obligation to pay the Purchase Price (as defined increase in the Stock Purchase Agreement) at Total Commitment to the PIPE Closing, (c) in the case of clause extent that any such amendment (i) of Section 2.15.1, $150 million does not amend any of the outstanding principal provisions specified in § 17.14(a) as requiring the consent of each Lender affected thereby, (ii) does not modify the relative priority of the ECP Loan shall have been deemed repaid but Revolving Credit Loans (including any accrued such new Revolving Credit Loans) and unpaid interest thereon shall be paid Commitments (including any such new Commitments) with respect to ECP in full by DYNthe payment, guarantees, collateral or other collateral support, and (diii) is consistent with all other requirements of this § 3. Any such increase to the Total Commitment (and the Domestic Loans funded pursuant thereto) shall be otherwise treated (and be subject to the same terms and conditions) as part of the Total Commitment and Revolving Credit Loans hereunder. Notwithstanding anything to the contrary set forth herein, no additional Commitments shall be permitted hereunder and no additional Revolving Credit Loans may be advanced or Letters of Credit issued in respect thereof unless (1) no Default or Event of Default shall have occurred and be then continuing or would result immediately after giving effect to such additional Commitments and the Domestic Loans to be advanced in respect thereof, assuming that such Revolving Credit Loans were fully advanced on the effective date of such additional commitments, (2) the Borrowers shall have delivered to the Administrative Agent a Compliance Certificate demonstrating compliance with the terms of the Credit Agreement immediately after giving pro forma effect to such loans to be advanced in respect of the additional commitment and the application of the proceeds thereof, such compliance to be calculated based on the Borrowers’ Consolidated EBITDAR reported in connection with the preparation of the Borrowers’ Compliance Certificate most recently delivered to the Administrative Agent, (3) with respect to each lending institution not yet a party hereto providing additional Commitments, such lending institution shall have become a party to this Credit Agreement (and become subject to all the rights and obligations of a Lender hereunder) by executing and delivering to the Administrative Agent an original, executed Instrument of Accession in the case form of clause Exhibit E hereto (iian “Instrument of Accession”), (4) of Section 2.15.1, for purposes of determining the ownership of Units (as defined in Borrowers shall have delivered to the LLC Agreement Form) Administrative Agent and the Capital Contributions (as defined in Lenders notice that such solicitation has been made and, prior to the LLC Agreement Form) effectiveness of each Sponsorsuch additional Commitment, the actions set forth in clauses (ii)(a) copies of all documents and instruments related thereto and (ii)(b5) the Borrowers shall have delivered to the Administrative Agent copies of Section 2.15.1 shall be deemed to have not occurred and DYN shall be deemed to have funded DYN’s Commitment as contemplated as of updated financial projections through the date hereof (for the avoidance of doubt, at the price per Unit paid by the Sponsors at the Closing)Maturity Date.

Additional Financing. 2.15.1 In At any time and from time to time, but in any event no more than twice, the event that Domestic Borrower may solicit the PIPE Closing does not occur prior to or concurrently with the Closing as a result of the failure of Lenders and any of the conditions to the PIPE Closing under the Stock Purchase Agreement to have been satisfied or waived or because the Stock Purchase Agreement has been terminated, ECP shall be required other lending institutions to provide $150 million to DYN or the Buyer, as applicable, through one of the following options (provided that if (x) the First Buyout Condition fails to occur (other than in the circumstances described in clause (z) below), ECP can elect either option in its sole discretion, (y) the First Buyout Condition occurs, only the provisions of clause (i) below shall apply and (z) in the event that the First Buyout Condition fails to occur and the PIPE Closing has not occurred or does not occur as a result of the failure of the condition set forth in Section 2.04(g) of the Stock Purchase Agreement, only the provisions of clause (ii) below shall apply): (i) ECP and DYN shall enter into a loan agreement, the specific terms of which shall include the ability of DYN to repay all or a portion of the loan at any time without penalty and shall otherwise be agreed by ECP and DYN, acting reasonably and in good faith, prior to the Closing, pursuant to which ECP shall loan DYN $150 million (the “ECP Loan”), which DYN shall use to fund the Buyer Subsidiary’s obligations under the Purchase Agreement or (ii) (a) ECP’s Commitment shall be increased by $150 million and DYN’s Commitment shall be decreased by $150 million, (b) each Sponsor’s Commitment Percentage shall be increased or decreased, as the case may be, in accordance Domestic Borrower with the $150 million increase or decrease contemplated by the foregoing clause (a), and (c) ECP shall be required to contribute such additional $150 million to the Buyer at the ClosingCommitments, subject to the satisfaction or waiver of the conditions limitations set forth in the ECP Equity Commitment Letter; provided thatbelow, in each case in an aggregate amount for all Lenders and any other lending institutions not to exceed twenty million dollars ($20,000,000). Neither the foregoing clauses (i) and (ii), each of DYN and Terawatt Administrative Agent nor any Lender shall continue to comply with its obligations set forth in the Stock Purchase Agreement (including effecting the PIPE Closing, subject to the satisfaction or waiver of the conditions set forth in the Stock Purchase Agreement), and provided further that if have any of the conditions to the PIPE Closing under the Stock Purchase Agreement are not satisfied or the Stock Purchase Agreement is terminated, in either case due to a material breach of, or material default under, the Stock Purchase Agreement by DYN, ECP shall not be required obligation to provide the ECP Loan, ECP’s Commitment shall not be increased pursuant to clause (ii)(a) above and ECP shall not be required to contribute the additional $150 million to the Buyer at the Closing pursuant to clause (ii)(c) above, unless ECP elects, in its sole discretion, to either provide the ECP Loan Domestic Borrower with all or contribute any part of such additional $150 million to the Buyer. For the avoidance Commitments; provided that by execution of doubt, in the event that ECP contributes an additional $150 million to the Buyer pursuant to this Section 2.15.1, such contribution shall not constitute a Bridge Portion and shall instead be deemed an equity contribution by ECP to the Buyer under the ECP Equity Commitment Letter. 2.15.2 In the event that the PIPE Closing occurs after the actions contemplated in clauses (i) or (ii) of Section 2.15.1 have occurredCredit Agreement, the Sponsors hereby agree that (a) ECP Administrative Agent and the Lenders shall be deemed to have paid $150 million consented, without the need for further or subsequent consent, (a) to such increase in the Total Commitment which any other Lender or lending institution may agree to provide for the Revolving Credit Loans which may be advanced in respect thereof and any resulting changes in the Commitment Percentages of DYN’s Commitment on DYN’s behalfthe Lenders, and (b) any amendments which may be made to the Loan Documents in order to evidence and document such payment by ECP on DYN’s behalf shall be offset against, and shall be treated as satisfying, Terawatt’s obligation to pay the Purchase Price (as defined increase in the Stock Purchase Agreement) at Total Commitment to the PIPE Closing, (c) in the case of clause extent that any such amendment (i) of Section 2.15.1, $150 million does not amend any of the outstanding principal provisions specified in § 17.14 as requiring the consent of all Lenders or any particular Lender affected thereby or the Administrative Agent or Collateral Agent, without any such Lenders or the Administrative Agent or Collateral Agent consenting thereto, (ii) does not modify the relative priority of the ECP Loan shall have been deemed repaid but Revolving Credit Loans (including any accrued such new Revolving Credit Loans) and unpaid interest thereon shall be paid Commitments (including any such new Commitments) with respect to ECP in full by DYNpayment, guarantees, collateral or other collateral support, and (diii) is consistent with all other requirements of this § 3. Any such increase to the Total Commitment (and the Domestic Loans funded pursuant thereto) shall be otherwise treated (and be subject to the same terms and conditions) as part of the Total Commitment and Revolving Credit Loans hereunder. Notwithstanding anything to the contrary set forth herein, no additional Commitments shall be permitted hereunder and no additional Revolving Credit Loans may be advanced or Letters of Credit issued in respect thereof unless (1) no Default or Event of Default shall have occurred and be then continuing or would result immediately after giving effect to such additional Commitments and the case Domestic Loans to be advanced in respect thereof, assuming that such Revolving Credit Loans were fully advanced on the effective date of clause such additional commitments, (ii2) the Borrowers shall have delivered to the Administrative Agent a Compliance Certificate demonstrating compliance with the terms of Section 2.15.1the Credit Agreement immediately after giving pro forma effect to such loans to be advanced in respect of the additional commitment and the application of the proceeds thereof, for purposes such compliance to be calculated based on the Borrowers’ Consolidated EBITDAR reported in connection with the preparation of determining the ownership Borrowers’ Compliance Certificate most recently delivered to the Administrative Agent, (3) (A) if such additional Commitments are solicited in connection with a Permitted Acquisition, the Borrowers shall have demonstrated to the reasonable satisfaction of Units the Administrative Agent that on a pro forma basis immediately after giving effect to such Permitted Acquisition and such additional Commitments (as defined in the LLC Agreement Formand assuming that such additional Commitments are fully funded) and the Capital Contributions incurrence of any other Indebtedness required or incurred in connection with such Permitted Acquisition, the Consolidated Total Leverage Ratio for the Reference Period then most recently ended would not have exceeded 1.25:1.00 or (as defined B) if such additional Commitments are solicited without a connection to a Permitted Acquisition, the Borrowers shall have demonstrated to the reasonable satisfaction of the Administrative Agent that on a pro forma basis immediately after giving effect to such additional Commitments (and assuming that such additional Commitments are fully funded), the Consolidated Total Leverage Ratio for the Reference Period then most recently ended would not have exceeded 1.00:1.00, (4) with respect to each lending institution not yet a party hereto providing additional Commitments, such lending institution shall have become a party to this Credit Agreement (and become subject to all the rights and obligations of a Lender hereunder) by executing and delivering to the Administrative Agent an original, executed Instrument of Accession in the LLC Agreement Formform of Exhibit E hereto (an “Instrument of Accession”), (5) the Borrowers shall have delivered to the Administrative Agent and the Lenders notice that such solicitation has been made and, prior to the effectiveness of each Sponsorsuch additional Commitment, the actions set forth in clauses (ii)(a) copies of all documents and instruments related thereto and (ii)(b6) the Borrowers shall have delivered to the Administrative Agent copies of Section 2.15.1 shall be deemed to have not occurred and DYN shall be deemed to have funded DYN’s Commitment as contemplated as of updated financial projections through the date hereof (for the avoidance of doubt, at the price per Unit paid by the Sponsors at the Closing)Maturity Date.

Additional Financing. 2.15.1 In 2.2.2.1 Subject to the event that terms and conditions herein set forth, if requested by a majority vote of the PIPE Closing does Board of Directors of the Company (with Xxxxxxx X. Xxxxxx and the HPA designee on the Board of Directors not occur prior to or concurrently with participating in such vote), within 180 days from the Closing as a result Date, on the Additional Financing Closing Date, the Company shall issue to HPA and such other persons who may agree to acquire (the "ADDITIONAL PREFERRED STOCK PURCHASERS"), and the Additional Preferred Stock Purchasers shall acquire from the Company, an additional aggregate amount of up to $5,000,000 of Series A Preferred Stock (the failure of any of "ADDITIONAL FINANCING"), and the conditions Company shall issue, pro rata in relation to the PIPE Closing under proportion of $5,000,000 of Series A Preferred Stock that is purchased in the Additional Financing, to such Person or Persons as may be specified by HPA (including HPA itself), an additional 2,500,000 Warrants (the "ADDITIONAL WARRANTS"). 2.2.2.2 If, on the Additional Financing Final Date, sufficient Additional Preferred Stock Purchase Agreement Purchasers are ready, willing and able to have been satisfied or waived or because close on the Additional Financing, but the Company fails to close on such Additional Financing on the Additional Financing Final Date despite such potential Additional Preferred Stock Purchase Agreement has been terminatedPurchasers' readiness to do so, ECP the Company shall be required issue to provide $150 million to DYN or the Buyer, such Persons as applicable, through one of the following options HPA may designate (provided that if (xincluding HPA itself) the First Buyout Condition fails Additional Warrants, promptly after the Additional Financing Final Date. 2.2.2.3 If the Company requests Additional Financing in accordance with Section 2.2.2.1 and sufficient Additional Preferred Stock Purchasers (including Persons converting Notes) are not ready, willing and able to occur (other than in close on the circumstances described in clause (z) below)full amount of Additional Financing on the Additional Financing Final Date, ECP can elect either option in its sole discretion, (y) the First Buyout Condition occurs, only the provisions of clause (i) below the Company shall apply and (z) issue such amount of Series A Preferred Stock, either by separate purchase or upon conversion of Notes, as may be requested by those Additional Preferred Stock Purchasers who do wish to purchase Series A Preferred Stock in the event that Additional Financing, together with the First Buyout Condition fails to occur and the PIPE Closing has not occurred or does not occur as a result appropriate pro rata portion of the failure of the condition set forth in Section 2.04(g) of the Stock Purchase AgreementAdditional Warrants (as specified by HPA), only the provisions of clause (ii) below the parties shall apply): have no further obligation to one another under this Agreement with regard to the provision of financing and the issuance of additional securities, but (iiii) ECP and DYN shall enter into a loan agreement, the specific terms of which shall include the ability of DYN to repay all or a portion obligations of the loan at any time without penalty and parties pursuant to Articles 7 through 11 shall otherwise be agreed by ECP and DYNcontinue and, acting reasonably and in good faith, if such request was made prior to the ClosingPermanent Financing Final Date, pursuant the Notes (except to which ECP the extent converted) shall loan DYN $150 million (the “ECP Loan”), which DYN shall use to fund the Buyer Subsidiary’s obligations under the Purchase Agreement or (ii) (a) ECP’s Commitment shall be increased by $150 million and DYN’s Commitment shall be decreased by $150 million, (b) each Sponsor’s Commitment Percentage shall be increased or decreased, as the case may be, remain outstanding in accordance with the $150 million increase or decrease contemplated by the foregoing clause (a), and (c) ECP shall be required to contribute such additional $150 million to the Buyer at the Closing, subject to the satisfaction or waiver of the conditions set forth in the ECP Equity Commitment Letter; provided that, in each case in the foregoing clauses (i) and (ii), each of DYN and Terawatt shall continue to comply with its obligations set forth in the Stock Purchase Agreement (including effecting the PIPE Closing, subject to the satisfaction or waiver of the conditions set forth in the Stock Purchase Agreement), and provided further that if any of the conditions to the PIPE Closing under the Stock Purchase Agreement are not satisfied or the Stock Purchase Agreement is terminated, in either case due to a material breach of, or material default under, the Stock Purchase Agreement by DYN, ECP shall not be required to provide the ECP Loan, ECP’s Commitment shall not be increased pursuant to clause (ii)(a) above and ECP shall not be required to contribute the additional $150 million to the Buyer at the Closing pursuant to clause (ii)(c) above, unless ECP elects, in its sole discretion, to either provide the ECP Loan or contribute such additional $150 million to the Buyer. For the avoidance of doubt, in the event that ECP contributes an additional $150 million to the Buyer pursuant to this Section 2.15.1, such contribution shall not constitute a Bridge Portion and shall instead be deemed an equity contribution by ECP to the Buyer under the ECP Equity Commitment Lettertheir terms. 2.15.2 In the event that the PIPE Closing occurs after the actions contemplated in clauses (i) or (ii) of Section 2.15.1 have occurred, the Sponsors hereby agree that (a) ECP shall be deemed to have paid $150 million of DYN’s Commitment on DYN’s behalf, (b) such payment by ECP on DYN’s behalf shall be offset against, and shall be treated as satisfying, Terawatt’s obligation to pay the Purchase Price (as defined in the Stock Purchase Agreement) at the PIPE Closing, (c) in the case of clause (i) of Section 2.15.1, $150 million of the outstanding principal of the ECP Loan shall have been deemed repaid but any accrued and unpaid interest thereon shall be paid to ECP in full by DYN, and (d) in the case of clause (ii) of Section 2.15.1, for purposes of determining the ownership of Units (as defined in the LLC Agreement Form) and the Capital Contributions (as defined in the LLC Agreement Form) of each Sponsor, the actions set forth in clauses (ii)(a) and (ii)(b) of Section 2.15.1 shall be deemed to have not occurred and DYN shall be deemed to have funded DYN’s Commitment as contemplated as of the date hereof (for the avoidance of doubt, at the price per Unit paid by the Sponsors at the Closing).

Additional Financing. 2.15.1 In (a) The Borrower shall, and shall cause each other Acquiror to, give the event Lender a right of first offer and a right of first refusal, as hereinafter set forth, to provide any additional financing that the PIPE Closing does not occur prior Borrower or such other Acquiror may require in connection with any Acquisition, including, without limitation, any mortgage, financing. Prior to or concurrently with consummating any Acquisition, the Closing Acquiror shall notify the Lender as a result of the failure of any of the conditions to the PIPE Closing under amount, term and proposed security for any additional financing. Within five (5) Business Days after its receipt of such notice, the Stock Purchase Agreement Lender shall advise the Acquiror as to have been satisfied or waived or because whether the Stock Purchase Agreement has been terminated, ECP shall be required Lender is interested in providing such financing and the proposed terms thereof. If the Lender elects not to provide $150 million to DYN or the Buyer, as applicable, through one of the following options (provided that if (x) the First Buyout Condition fails to occur (other than in the circumstances described in clause (z) below), ECP can elect either option in its sole discretion, (y) the First Buyout Condition occurs, only the provisions of clause (i) below shall apply and (z) in the event that the First Buyout Condition fails to occur and the PIPE Closing has not occurred or does not occur as a result of the failure of the condition set forth in Section 2.04(g) of the Stock Purchase Agreement, only the provisions of clause (ii) below shall apply): (i) ECP and DYN shall enter into a loan agreementsuch financing, the specific terms of Acquiror may solicit proposals from other lenders. If the Acquiror receives a financing proposal from another lender which shall include the ability of DYN to repay all or a portion of the loan at any time without penalty and shall otherwise be agreed by ECP and DYN, acting reasonably and in good faithAcquiror finds acceptable, prior to accepting such proposal, the Closing, pursuant Acquiror shall notify the Lender and provide the Lender with a copy of such proposal. The Lender shall have two (2) Business Days after the Lender's receipt of such proposal to which ECP shall loan DYN $150 million (determine whether to provide the “ECP Loan”), which DYN shall use to fund the Buyer Subsidiary’s obligations under the Purchase Agreement or (ii) (a) ECP’s Commitment shall be increased by $150 million and DYN’s Commitment shall be decreased by $150 million, (b) each Sponsor’s Commitment Percentage shall be increased or decreased, as the case may be, in accordance Acquiror with the $150 million increase or decrease contemplated by financing on the foregoing clause (a), and (c) ECP shall be required to contribute such additional $150 million to the Buyer at the Closing, subject to the satisfaction or waiver of the conditions terms set forth in the ECP Equity Commitment Letter; provided thatproposal. If the Lender elects not to provide such financing, in each case in then the foregoing clauses (i) and (ii), each of DYN and Terawatt shall continue to comply with its obligations Acquiror may obtain such financing from the other lender on the terms set forth in the Stock Purchase Agreement (including effecting the PIPE Closing, subject proposal delivered to the satisfaction or waiver of Lender. (b) If the conditions set forth in Lender elects not to provide any financing which the Stock Purchase AgreementAcquiror has given it the option to provide pursuant to Section 2.4(a), and provided further the Lender agrees that if any of the conditions to the PIPE Closing under the Stock Purchase Agreement are not satisfied or the Stock Purchase Agreement is terminated, in either case due to a material breach of, or material default under, the Stock Purchase Agreement by DYN, ECP shall Acquiror will not be required to provide pledge the ECP Loan, ECP’s Commitment shall not be increased pursuant to clause (ii)(a) above and ECP shall not be required to contribute equity interests acquired in the additional $150 million Acquisition to the Buyer at the Closing pursuant to clause (ii)(c) aboveLender and that, unless ECP elects, in its sole discretion, to either provide the ECP Loan or contribute if such additional $150 million interest has already been pledged to the Buyer. For the avoidance of doubt, in the event that ECP contributes an additional $150 million to the Buyer pursuant to this Section 2.15.1, such contribution shall not constitute a Bridge Portion and shall instead be deemed an equity contribution by ECP to the Buyer under the ECP Equity Commitment Letter. 2.15.2 In the event that the PIPE Closing occurs after the actions contemplated in clauses (i) or (ii) of Section 2.15.1 have occurredLender, the Sponsors hereby agree that (a) ECP shall be deemed to have paid $150 million of DYN’s Commitment on DYN’s behalf, (b) such payment by ECP on DYN’s behalf shall be offset against, and shall be treated as satisfying, Terawatt’s obligation to pay the Purchase Price (as defined in the Stock Purchase Agreement) at the PIPE Closing, (c) in the case of clause (i) of Section 2.15.1, $150 million of the outstanding principal of the ECP Loan shall have been deemed repaid but any accrued and unpaid interest thereon shall be paid to ECP in full by DYN, and (d) in the case of clause (ii) of Section 2.15.1, for purposes of determining the ownership of Units (as defined in the LLC Agreement Form) and the Capital Contributions (as defined in the LLC Agreement Form) of each Sponsor, the actions set forth in clauses (ii)(a) and (ii)(b) of Section 2.15.1 shall be deemed to have not occurred and DYN shall be deemed to have funded DYN’s Commitment as contemplated as of the date hereof (for the avoidance of doubtLender will, at the price per Unit paid by Borrower's expense, terminate the Sponsors at applicable Acquisition Pledge Agreement (other than Sections 6(h), 7(a), 7(b) and 7(h) which shall survive) and release its Lien on the Closing)pledged equity interests.

Additional Financing. 2.15.1 In At any time, and from time to time, the event that Borrowers may solicit the PIPE Closing does not occur prior to or concurrently with the Closing as a result of the failure of Lenders and any of the conditions to the PIPE Closing under the Stock Purchase Agreement to have been satisfied or waived or because the Stock Purchase Agreement has been terminated, ECP shall be required other lending institutions to provide the Borrowers with additional commitments to make Revolving Credit Loans under this Credit Agreement in an aggregate amount not to exceed ten million dollars ($150 million to DYN or the Buyer, as applicable, through one of the following options (provided that if (x) the First Buyout Condition fails to occur (other than in the circumstances described in clause (z) below10,000,000), ECP can elect either option in its sole discretion, (y) the First Buyout Condition occurs, only the provisions of clause (i) below shall apply and (z) in the event that the First Buyout Condition fails to occur and the PIPE Closing has not occurred or does not occur as a result of the failure of the condition set forth in Section 2.04(g) of the Stock Purchase Agreement, only the provisions of clause (ii) below shall apply): (i) ECP and DYN shall enter into a loan agreement, the specific terms of which shall include the ability of DYN to repay all or a portion of the loan at any time without penalty and shall otherwise be agreed by ECP and DYN, acting reasonably and in good faith, prior to the Closing, pursuant to which ECP shall loan DYN $150 million (the “ECP Loan”), which DYN shall use to fund the Buyer Subsidiary’s obligations under the Purchase Agreement or (ii) (a) ECP’s Commitment shall be increased by $150 million and DYN’s Commitment shall be decreased by $150 million, (b) each Sponsor’s Commitment Percentage shall be increased or decreased, as the case may be, in accordance with the $150 million increase or decrease contemplated by the foregoing clause (a), and (c) ECP shall be required to contribute such additional $150 million to the Buyer at the Closing, subject to the satisfaction or waiver of the conditions limitations set forth in below. Neither the ECP Equity Commitment Letter; provided that, in each case in the foregoing clauses (i) and (ii), each of DYN and Terawatt Administrative Agent nor any Lender shall continue to comply with its obligations set forth in the Stock Purchase Agreement (including effecting the PIPE Closing, subject to the satisfaction or waiver of the conditions set forth in the Stock Purchase Agreement), and provided further that if have any of the conditions to the PIPE Closing under the Stock Purchase Agreement are not satisfied or the Stock Purchase Agreement is terminated, in either case due to a material breach of, or material default under, the Stock Purchase Agreement by DYN, ECP shall not be required obligation to provide the ECP Loan, ECP’s Commitment shall not be increased pursuant to clause (ii)(a) above and ECP shall not be required to contribute the additional $150 million to the Buyer at the Closing pursuant to clause (ii)(c) above, unless ECP elects, in its sole discretion, to either provide the ECP Loan Borrowers with all or contribute any part of such additional $150 million to the Buyer. For the avoidance Revolving Credit Commitment; provided that by execution of doubt, in the event that ECP contributes an additional $150 million to the Buyer pursuant to this Section 2.15.1, such contribution shall not constitute a Bridge Portion and shall instead be deemed an equity contribution by ECP to the Buyer under the ECP Equity Commitment Letter. 2.15.2 In the event that the PIPE Closing occurs after the actions contemplated in clauses (i) or (ii) of Section 2.15.1 have occurredCredit Agreement, the Sponsors hereby agree that (a) ECP Administrative Agent and the Lenders shall be deemed to have paid $150 million of DYN’s consented, without the need for further or subsequent consent, (a) to such additional Revolving Credit Commitments which any other Lender or lending institution may agree to provide for the Revolving Credit Loans which may be advanced in respect thereof and any resulting changes in the Revolving Credit Commitment on DYN’s behalfPercentage, and (b) any amendments which may be made to the Loan Documents in order to evidence and document such payment by ECP on DYN’s behalf shall be offset against, Revolving Credit Commitments and shall be treated as satisfying, Terawatt’s obligation Revolving Credit Loans to pay the Purchase Price (as defined in the Stock Purchase Agreement) at the PIPE Closing, (c) in the case of clause extent that any such amendment (i) of Section 2.15.1, $150 million does not amend any of the outstanding principal provisions specified in §17.12(a) as requiring the consent of each Lender affected thereby, (ii) does not modify the relative priority of the ECP Loan shall have been deemed repaid but Revolving Credit Loans (including any accrued such new Revolving Credit Loans) and unpaid interest thereon shall be paid Revolving Credit Commitments (including any such new Revolving Credit Commitments) with respect to ECP in full by DYNthe payment, guarantees, collateral or other collateral support, and (diii) is consistent with all other requirements of this §3. Any such additional Revolving Credit Commitments (and the revolving Credit Loans funded pursuant thereto) shall be otherwise treated (and be subject to the same as terms and conditions) as Revolving Credit Commitments and Revolving Credit Loans hereunder. Notwithstanding anything to the contrary set forth herein, no additional Revolving Credit Commitments shall be permitted hereunder and no additional Revolving Credit Loans may be advanced in respect thereof unless (1) no Default or Event of Default shall have occurred and be then continuing or would result immediately after giving effect to such additional Revolving Credit Commitments and the Revolving Credit Loans to be advanced in respect thereof, assuming that such Revolving Credit Loans were fully advanced on the effective date of such additional commitments, (2) the Borrowers shall have delivered to the Administrative Agent a Compliance Certificate demonstrating compliance with the terms of the Credit Agreement immediately after giving pro forma effect to such loans to be advanced in respect of the additional commitment and the application of the proceeds thereof, such compliance to be calculated based on the Borrowers’ Consolidated EBITDAR reported in connection with the preparation of the Borrowers’ Compliance Certificate most recently delivered to the Administrative Agent, (3) with respect to each lending institution not yet a party hereto providing additional Revolving Credit Commitments, such lending institution shall have become a party to this Credit Agreement (and become subject to all the rights and obligations of a Lender hereunder) by executing and delivering to the Administrative Agent an original, executed Instrument of Accession in the case form of clause Exhibit G hereto (iian “Instrument of Accession”), (4) of Section 2.15.1, for purposes of determining the ownership of Units (as defined in Borrowers shall have delivered to the LLC Agreement Form) Administrative Agent and the Capital Contributions (as defined in Lenders notice that such solicitation has been made and, prior to the LLC Agreement Form) effectiveness of each Sponsorsuch additional Revolving Credit Commitment, the actions set forth in clauses (ii)(a) copies of all documents and instruments related thereto and (ii)(b5) the Borrowers shall have delivered to the Administrative Agent copies of Section 2.15.1 shall be deemed to have not occurred and DYN shall be deemed to have funded DYN’s Commitment as contemplated as of updated financial projections through the date hereof (for the avoidance of doubt, at the price per Unit paid by the Sponsors at the Closing)Maturity Date.

Additional Financing. 2.15.1 In the event that the PIPE Closing does not occur prior If, be it in relation to a Capacity Expansion or concurrently with the Closing as a result of the failure of any of the conditions otherwise, VentureCo requests in writing from both E and Q additional financing in addition to the PIPE Closing under the Stock Purchase Agreement to have been satisfied Aggregate Equity Funding or waived or because the Stock Purchase Agreement has been terminated, ECP shall be required to provide $150 million to DYN or the Buyer, as applicable, through one of the following options Alternative Funding (provided that if (x) the First Buyout Condition fails to occur (other than in the circumstances described in clause (z) belowan "ADDITIONAL FINANCING"), ECP can elect either option in its sole discretion, (y) the First Buyout Condition occurs, only the provisions of clause (i) below shall apply and (z) in the event that the First Buyout Condition fails to occur and the PIPE Closing has not occurred or does not occur as a result of Shareholders approve the failure of the condition set forth in Section 2.04(g) of the Stock Purchase Agreement, only the provisions of clause (ii) below shall apply): (i) ECP and DYN shall enter into a loan agreement, the specific terms of which shall include the ability of DYN to repay all or a portion of the loan at any time without penalty and shall otherwise be agreed by ECP and DYN, acting reasonably and in good faith, prior to the Closing, pursuant to which ECP shall loan DYN $150 million (the “ECP Loan”), which DYN shall use to fund the Buyer Subsidiary’s obligations under the Purchase Agreement or (ii) (a) ECP’s Commitment shall be increased by $150 million and DYN’s Commitment shall be decreased by $150 million, (b) each Sponsor’s Commitment Percentage shall be increased or decreased, as the case may be, corresponding capital increase in accordance with the $150 million Articles of Association (an "ADDITIONAL FINANCING REQUEST"), the following shall apply: (i) If it is possible under the applicable grant regulations, as demonstrated by a written confirmation of the relevant grant authority (the "GRANT IMPUNITY NOTICE"), that Q increases its ownership interest in VentureCo to 50%, without such increase of ---------- [*] This provision is the subject of a Confidential Treatment Request. Q's ownership interest in VentureCo possibly resulting in an application for Government Investment Grants being turned down, in part or decrease contemplated in full, or Government Investment Grants already obtained being reclaimed, in part or in full, by the foregoing clause competent authorities, then Q shall be offered in writing to provide such amount of an Additional Financing to enable it to increase its ownership interest in VentureCo to a level equal to (abut not in excess of) the percentage then held by E (the "Q PREFERENTIAL OFFER"). Unless otherwise agreed to by the Parties, the price per EUR 2,500.00 nominal amount (as appropriately adjusted for Recapitalizations) of VentureCo equity share (Stammeinlage) purchased by Q in any financing transaction to be completed in accordance with the terms of this SECTION 3.6(C)(I) shall be [*]. (ii) Within 90 days of receipt of the Grant Impunity Notice and the Q Preferential Offer, Q shall be entitled to accept the Q Preferential Offer by subscribing, in the form required by German law, to such number of shares in VentureCo [*] as is needed for Q to obtain an ownership interest of 50% in VentureCo. If, within 90 days of receipt of the Grant Impunity Notice and the Q Preferential Offer, Q has not accepted the Q Preferential Offer, then Q's right to increase its ownership in VentureCo to 50% [*] shall terminate. (iii) If at the time of an Additional Financing request the Grant Impunity Notice cannot be obtained, the Parties shall enter into discussions as to whether Q can participate in the Additional Financing to the extent necessary to enable it to increase its ownership in VentureCo to 50%, as provided herein, in a manner other than by share subscription. (iv) Any capital increase of VentureCo [*] that is not the Q Preferential Offer) shall be offered to the Parties pro rata to their shareholdings. If one of the Parties does not exercise the corresponding subscription rights in full within thirty (30) days of the date that such subscription rights were offered to such Party, the remainder of the subscription rights shall be offered to the shareholders of such Party who hold at least 5% in the equity of such Party or 1% financial investors who are also represented on the Board of such Party (or one or more entities affiliated with such shareholders, the "5% SHAREHOLDERS"). If such 5% Shareholders do not exercise the corresponding subscription rights in full within thirty (30) days of the date that such subscription rights were offered to such 5% Shareholders, the remainder of the subscription rights shall be offered to the other Party. Should the Parties (together), and along with the 5% Shareholders not fully subscribe to the full amount of the capital increase, the subscription rights to the remainder of the capital increase shall then be offered to third party financial investors, but not to competitors of either Party (c) ECP in the reasonable good-faith determination by the Parties). The Percentage Interests shall be required appropriately and correspondingly adjusted in connection with any subscription by a Party of VentureCo equity securities pursuant to contribute this SECTION 3.6(C)(IV). (v) Without limiting the foregoing, if the Additional Financing is of an amount that is insufficient to enable Q to increase its ownership in VentureCo to 50%, as provided herein, and Q participates in such additional $150 million Additional Financing to the Buyer at full extent possible , then in connection with any subsequent Additional Financing the ClosingParties shall cause Q to be offered, subject in writing, to the satisfaction or waiver provide such amount of the conditions Additional Financing to enable Q to increase its ownership in VentureCo to 50% (in accordance with the terms herein) until such time as Q's ownership in VentureCo reaches 50%. (vi) Except as otherwise specifically set forth in this Agreement, the ECP Equity Commitment Letter; provided that, in each case in the foregoing clauses (i) nature and (ii), each material terms of DYN any and Terawatt shall continue to comply with its obligations set forth in the Stock Purchase Agreement all financing activities by VentureCo (including effecting the PIPE Closingselection of lenders, subject to if any) shall be determined by the satisfaction or waiver of the conditions set forth in the Stock Purchase Agreement), and provided further that if any of the conditions to the PIPE Closing under the Stock Purchase Agreement are not satisfied or the Stock Purchase Agreement is terminated, in either case due Supervisory Board and/or pursuant to a material breach ofresolution adopted at a shareholder meeting, or material default under, the Stock Purchase Agreement by DYN, ECP shall not be required to provide the ECP Loan, ECP’s Commitment shall not be increased pursuant to clause (ii)(a) above and ECP shall not be required to contribute the additional $150 million to the Buyer at the Closing pursuant to clause (ii)(c) above, unless ECP elects, in its sole discretion, to either provide the ECP Loan or contribute such additional $150 million to the Buyer. For the avoidance of doubt, in the event that ECP contributes an additional $150 million to the Buyer pursuant to this Section 2.15.1, such contribution shall not constitute a Bridge Portion and shall instead be deemed an equity contribution by ECP to the Buyer as applicable under the ECP Equity Commitment LetterGerman law. 2.15.2 In the event that the PIPE Closing occurs after the actions contemplated in clauses (i) or (ii) of Section 2.15.1 have occurred, the Sponsors hereby agree that (a) ECP shall be deemed to have paid $150 million of DYN’s Commitment on DYN’s behalf, (b) such payment by ECP on DYN’s behalf shall be offset against, and shall be treated as satisfying, Terawatt’s obligation to pay the Purchase Price (as defined in the Stock Purchase Agreement) at the PIPE Closing, (c) in the case of clause (i) of Section 2.15.1, $150 million of the outstanding principal of the ECP Loan shall have been deemed repaid but any accrued and unpaid interest thereon shall be paid to ECP in full by DYN, and (d) in the case of clause (ii) of Section 2.15.1, for purposes of determining the ownership of Units (as defined in the LLC Agreement Form) and the Capital Contributions (as defined in the LLC Agreement Form) of each Sponsor, the actions set forth in clauses (ii)(a) and (ii)(b) of Section 2.15.1 shall be deemed to have not occurred and DYN shall be deemed to have funded DYN’s Commitment as contemplated as of the date hereof (for the avoidance of doubt, at the price per Unit paid by the Sponsors at the Closing).

Additional Financing. 2.15.1 In The Company shall have the event right, but not the obligation, to issue and sell Ordinary Shares to certain of its directors (the “Additional Financing Purchasers”) in an additional financing (the “Additional Financing”); provided that all documentation for the PIPE Closing does not occur Additional Financing (the “Additional Financing Documentation”) shall be in substantially the form most recently provided to the Purchasers prior to or concurrently with their execution of this Agreement; and provided, further, that: (a) the Closing as a result of aggregate amount raised in the failure of any of Additional Financing shall not exceed $4,000,000; (b) the conditions to the PIPE Closing under the Stock Purchase Agreement to have been satisfied or waived or because the Stock Purchase Agreement has been terminated, ECP Additional Financing shall be required to provide $150 million to DYN or at the Buyer, same price and on the same economic terms as applicable, through one of the following options those contemplated hereby; (provided that if (xc) the First Buyout Condition fails to occur Additional Financing shall be funded in two (other than in the circumstances described in clause (z2) below), ECP can elect either option in its sole discretiontranches, (yA) the First Buyout Condition occurs, only the provisions of clause (i) below shall apply and (z) in the event that the First Buyout Condition fails to occur and the PIPE Closing has not occurred or does not occur as a result of the failure of the condition set forth in Section 2.04(g) of the Stock Purchase Agreement, only the provisions of clause (ii) below shall apply): (i) ECP and DYN shall enter into a loan agreement, the specific terms first of which shall include the ability of DYN to repay all or a portion equal 50% of the loan at any time without penalty total Additional Financing and (B) the second of which shall otherwise be agreed by ECP and DYN, acting reasonably and in good faith, prior to CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. equal 50% of the Closing, pursuant to which ECP shall loan DYN $150 million total Additional Financing (the “ECP LoanAdditional Financing Second Closing Amount”); and (d) the proceeds received by the Company in the Additional Financing shall be applied in accordance with Section 4.13(b) above. If any Additional Financing Purchaser funds less than such Additional Financing Purchaser’s full pro rata share of the Additional Financing Second Closing Amount (such unfunded amount shall be referred to herein as an “Additional Financing Shortfall Amount”), which DYN then upon consummation of the Second Closing the Additional Financing Purchasers that fund their full pro rata shares of the Additional Financing Second Closing Amount at the Second Closing shall use have the right, but not the obligation, to fund the Buyer Subsidiary’s obligations under the Purchase Agreement or any Additional Financing Shortfall Amount (ii) (a) ECP’s Commitment in such proportions as such participating Additional Financing Purchasers shall be increased by $150 million and DYN’s Commitment shall be decreased by $150 million, (b) each Sponsor’s Commitment Percentage shall be increased or decreased, as the case may be, determine in accordance with the $150 million increase or decrease contemplated by the foregoing clause (a), and (c) ECP shall be required to contribute such additional $150 million to the Buyer at the Closing, subject to the satisfaction or waiver of the conditions set forth in the ECP Equity Commitment Letter; provided that, in each case in the foregoing clauses (i) and (ii), each of DYN and Terawatt shall continue to comply with its obligations set forth in the Stock Purchase Agreement (including effecting the PIPE Closing, subject to the satisfaction or waiver of the conditions set forth in the Stock Purchase Agreement), and provided further that if any of the conditions to the PIPE Closing under the Stock Purchase Agreement are not satisfied or the Stock Purchase Agreement is terminated, in either case due to a material breach of, or material default under, the Stock Purchase Agreement by DYN, ECP shall not be required to provide the ECP Loan, ECP’s Commitment shall not be increased pursuant to clause (ii)(a) above and ECP shall not be required to contribute the additional $150 million to the Buyer at the Closing pursuant to clause (ii)(c) above, unless ECP elects, in its their sole discretion, to either provide the ECP Loan or contribute such additional $150 million to the Buyer. For the avoidance of doubt, in the event that ECP contributes an additional $150 million to the Buyer pursuant to this Section 2.15.1, such contribution shall not constitute a Bridge Portion and shall instead be deemed an equity contribution by ECP to the Buyer under the ECP Equity Commitment Letter. 2.15.2 In the event that the PIPE Closing occurs after the actions contemplated in clauses (i) or (ii) of Section 2.15.1 have occurred, the Sponsors hereby agree that (a) ECP shall be deemed to have paid $150 million of DYN’s Commitment on DYN’s behalf, (b) such payment by ECP on DYN’s behalf shall be offset against, and shall be treated as satisfying, Terawatt’s obligation to pay the Purchase Price (as defined in the Stock Purchase Agreement) at the PIPE Closing, (c) in the case of clause (i) of Section 2.15.1, $150 million of the outstanding principal of the ECP Loan shall have been deemed repaid but any accrued and unpaid interest thereon shall be paid to ECP in full by DYN, and (d) in the case of clause (ii) of Section 2.15.1, for purposes of determining the ownership of Units (as defined in the LLC Agreement Form) and the Capital Contributions (as defined in the LLC Agreement Form) of each Sponsor, the actions set forth in clauses (ii)(a) and (ii)(b) of Section 2.15.1 shall be deemed to have not occurred and DYN shall be deemed to have funded DYN’s Commitment as contemplated as of the date hereof (for the avoidance of doubt, at the price per Unit paid by the Sponsors at the Closing).

Additional Financing. 2.15.1 In the event that the PIPE Closing does not occur (a) The Company shall use reasonable commercial efforts to consummate one or more Additional Financings on or prior to or concurrently with the Closing as a result December 31, 1998. At any time prior to receipt of the failure of any full required amount of the conditions Additional Financings, other than during a Blackout Period (as hereinafter defined), holders of Series A Preferred Stock holding twenty percent (20%) or more of the shares of Series A Preferred Stock or Share Equivalents then outstanding shall have the right, exercisable at any time by giving written notice to the PIPE Closing under the Stock Purchase Agreement Company of such holder's or holders' intent, to have been satisfied purchase, at a price of $100.00 per share, up to such holder's or waived or because the Stock Purchase Agreement has been terminated, ECP shall be required to provide $150 million to DYN or the Buyer, as applicable, through one of the following options (provided that if (x) the First Buyout Condition fails to occur (other than in the circumstances described in clause (z) below), ECP can elect either option in its sole discretion, (y) the First Buyout Condition occurs, only the provisions of clause (i) below shall apply and (z) in the event that the First Buyout Condition fails to occur and the PIPE Closing has not occurred or does not occur as a result of the failure of the condition set forth in Section 2.04(g) of the Stock Purchase Agreement, only the provisions of clause (ii) below shall apply): (i) ECP and DYN shall enter into a loan agreement, the specific terms of which shall include the ability of DYN to repay all or a holders' pro rata portion of the loan at total number of shares of Series A Preferred Stock as will not exceed the Maximum Series A Shares (such total number of shares of Series A Preferred Stock being hereafter referred to as the "Option Shares"). Upon receipt of any time without penalty and such notice, the Company shall otherwise be agreed promptly, but in any event within three (3) business days, give written notice (the "Company Notice") thereof to each other holder of Series A Preferred Stock. Each such holder shall thereupon have the right, exercisable by ECP and DYN, acting reasonably and in good faith, prior giving written notice thereof to the ClosingCompany within five (5) business days of receipt of the Company Notice, pursuant to which ECP shall loan DYN purchase, at a price of $150 million (the “ECP Loan”)100.00 per share, which DYN shall use up to fund the Buyer Subsidiary’s obligations under the Purchase Agreement or (ii) (a) ECP’s Commitment such number of such shares as shall be increased by $150 million and DYN’s Commitment equal to its pro rata portion of the Option Shares. The closing for the purchase of all the Option Shares shall be decreased on a date specified by $150 millionthe Company not less than twenty-five (25) days and not more than thirty (30) days from the date of the Company Notice relating to the Option Shares. If any of such shares of Series A Preferred Stock shall remain unpurchased after all holders of Series A Preferred Stock desiring to exercise such option upon receipt of the Company Notice shall have done so, any remaining Option Shares may be purchased by one or more other holders, pro rata to their participation in such Additional Financing. (b) each Sponsor’s Commitment Percentage Prior to seeking purchasers for any Additional Financing, the Company shall be increased or decreasedgive written notice to the holders of Series A Preferred Stock of its intent to secure such Additional Financing and of the terms thereof. Each such holder shall have the right, as exercisable by giving written notice of such holder's intent to the case may be, in accordance with Company within ten (10) days of receipt of notice from the $150 million increase or decrease contemplated by Company (the foregoing clause (a"Open Period"), and (c) ECP shall be required to contribute purchase, at a price of $100.00 per share, up to such additional $150 million to number of shares of Series A Preferred Stock as will not exceed the Buyer at the ClosingMaximum Series A Shares; provided, subject to the satisfaction or waiver of the conditions set forth in the ECP Equity Commitment Letter; provided thathowever, in each case in the foregoing clauses (i) and (ii), each of DYN and Terawatt shall continue to comply with its obligations set forth in the Stock Purchase Agreement (including effecting the PIPE Closing, subject to the satisfaction or waiver of the conditions set forth in the Stock Purchase Agreement), and provided further that if any more than one holder of the conditions to the PIPE Closing under the Series A Preferred Stock Purchase Agreement are not satisfied or the Stock Purchase Agreement is terminated, in either case due to a material breach ofshall give such written notice, or material default under, the Stock Purchase Agreement by DYN, ECP shall not be required to provide the ECP Loan, ECP’s Commitment shall not be increased pursuant to clause (ii)(a) above and ECP shall not be required to contribute the additional $150 million to the Buyer at the Closing pursuant to clause (ii)(c) above, unless ECP elects, in its sole discretion, to either provide the ECP Loan or contribute such additional $150 million to the Buyer. For the avoidance if holders of doubt, in the event that ECP contributes an additional $150 million to the Buyer pursuant to this Section 2.15.1, such contribution shall not constitute a Bridge Portion and shall instead be deemed an equity contribution by ECP to the Buyer under the ECP Equity Commitment Letter. 2.15.2 In the event that the PIPE Closing occurs after the actions contemplated in clauses (i) or (ii) of Section 2.15.1 have occurred, the Sponsors hereby agree that (a) ECP shall be deemed to have paid $150 million of DYN’s Commitment on DYN’s behalf, (b) such payment by ECP on DYN’s behalf shall be offset against, and shall be treated as satisfying, Terawatt’s obligation to pay the Purchase Price (as defined in the Stock Purchase Agreement) at the PIPE Closing, (c) in the case of clause (i) of Section 2.15.1, $150 million of the outstanding principal of the ECP Loan shall have been deemed repaid but any accrued and unpaid interest thereon shall be paid to ECP in full by DYN, and (d) in the case of clause (ii) of Section 2.15.1, for purposes of determining the ownership of Units (as defined in the LLC Agreement Form) and the Capital Contributions (as defined in the LLC Agreement Form) of each Sponsor, the actions set forth in clauses (ii)(a) and (ii)(b) of Section 2.15.1 shall be deemed to have not occurred and DYN shall be deemed to have funded DYN’s Commitment as contemplated as of the date hereof (for the avoidance of doubt, at the price per Unit paid by the Sponsors at the Closing).Series A Preferred

Additional Financing. 2.15.1 In Notwithstanding any other provision to the event contrary in this Agreement, the Term Notes, Mortgage, Security Agreement, Disbursement Agreement or any other document, Borrower shall have the right to seek outside financing (whether in the form of debt, equity, lease, joint venture or otherwise) to finance the cost of the expansion of the Facility (beyond the 165 megawatts of generating capacity currently under construction) to include one or more additional turbines and other related protec- tive, interconnection and transmission equipment ("the Additional Assets"). Such financing may contemplate that the PIPE Closing does proposed obligations would be secured, in whole or in part, by (i) a first and exclusive lien on the Additional Assets, and/or (ii) the assignment of any Additional Contracts providing for the sale or transmission of electricity or steam generated solely by the Additional Assets, which Additional Contracts are separate and independent from the Power Purchase Agreements and other similar contracts then in existence relating to the purchase of electricity or steam from the Facility as then in existence ("Additional Asset Contracts"), and/or (iii) the assignment of a first lien security interest in the cash flow from the sale of such electricity and steam (the "Additional Cash Flow") (collectively, the "Additional Financing Security"); provided, that the Liens on the Additional Financing Security shall not occur prior to or concurrently with in any manner, in the Closing as a result reasonable opinion of the failure of any of Lender, impair the conditions to Liens on the PIPE Closing under the Stock Purchase Agreement to have been satisfied or waived or because the Stock Purchase Agreement has been terminated, ECP shall be required to provide $150 million to DYN or the Buyer, as applicable, through one of the following options (provided that if (x) the First Buyout Condition fails to occur Collateral (other than the Additional Financing security) arising under the Security Documents nor shall the holders of the obligations secured by the Additional Financing Security share or have any rights with respect to the Collateral (other than the Additional Financing security) or any portion thereof. Each of the Lender and the Borrower agrees to negotiate in good faith for the Lender to provide to the Borrower at competitive terms and rates the portion of such financing, if any, which shall be in the circumstances described form of debt secured by such additional assets or the cash flow generated therefrom (an "Additional Loan"). Borrower shall be entitled to solicit offers from other parties, including without limitation, the Partners, to provide the Additional Loan, but agrees to negotiate in clause good faith to obtain the Additional Loan from the Lender for a period of 30 days after the Lender's receipt of written notice from Borrower to the Lender that the Borrower desires to obtain the Additional Loan. If Lender and Borrower fail to agree in writing as to the terms of the Additional Loan within such 30 day period (z) belowit being understood that the final loan documents need not be executed within such 30 day period), ECP can elect either option Borrower shall thereafter be free to effectuate the Additional Loan with any other party (the "Additional Lender"). To the extent the Additional Assets are financed other than with funds provided by Lender, the parties intend that notwithstanding anything to the contrary in its sole discretionthis or any other document, (y) the First Buyout Condition occursAdditional Assets and Additional Asset Contracts be available to secure the Additional Loan unencumbered by Lender in any respect. In such event, only the provisions of clause Lender agrees to release any right, title or interest it may have (i) below shall apply and in such Additional Assets (z) in the event such that the First Buyout Condition fails to occur and the PIPE Closing has they do not occurred or does not occur as a result of the failure of the condition set forth in Section 2.04(g) of the Stock Purchase Agreement, only the provisions of clause (ii) below shall apply): (i) ECP and DYN shall enter into a loan agreement, the specific terms of which shall include the ability of DYN to repay all or a portion of the loan at any time without penalty and shall otherwise be agreed by ECP and DYN, acting reasonably and in good faith, prior to the Closing, pursuant to which ECP shall loan DYN $150 million (the “ECP Loan”), which DYN shall use to fund the Buyer Subsidiary’s obligations under the Purchase Agreement or (ii) (a) ECP’s Commitment shall be increased by $150 million and DYN’s Commitment shall be decreased by $150 million, (b) each Sponsor’s Commitment Percentage shall be increased or decreased, as the case may be, in accordance with the $150 million increase or decrease contemplated by the foregoing clause (a), and (c) ECP shall be required to contribute such additional $150 million to the Buyer at the Closing, subject to the satisfaction or waiver of the conditions set forth in the ECP Equity Commitment Letter; provided that, in each case in the foregoing clauses (iconstitute Collateral) and (ii), each of DYN and Terawatt shall continue to comply with its obligations set forth in the Stock Purchase Agreement (including effecting the PIPE Closing, subject to the satisfaction or waiver of the conditions set forth in the Stock Purchase Agreement), and provided further that if any of the conditions to the PIPE Closing under the Stock Purchase Agreement are not satisfied or the Stock Purchase Agreement is terminated, in either case due to a material breach of, or material default under, the Stock Purchase Agreement by DYN, ECP shall not be required to provide the ECP Loan, ECP’s Commitment shall not be increased pursuant to clause (ii)(a) above and ECP shall not be required to contribute the additional $150 million to the Buyer at the Closing pursuant to clause (ii)(c) above, unless ECP elects, in its sole discretion, to either provide the ECP Loan or contribute such additional $150 million to the Buyer. For the avoidance of doubt, in the event that ECP contributes an additional $150 million to the Buyer pursuant to this Section 2.15.1, such contribution shall not constitute a Bridge Portion and shall instead be deemed an equity contribution by ECP to the Buyer under the ECP Equity Commitment Letter. 2.15.2 In the event that the PIPE Closing occurs after the actions contemplated in clauses (i) or (ii) of Section 2.15.1 have occurred, the Sponsors hereby agree that (a) ECP shall be deemed to have paid $150 million of DYN’s Commitment on DYN’s behalf, (b) such payment by ECP on DYN’s behalf shall be offset against, and shall be treated as satisfying, Terawatt’s obligation to pay the Purchase Price (as defined in the Stock Purchase Agreement) at the PIPE Closing, (c) in the case Additional Asset Contracts (such that they do not constitute Assigned Contracts or Collateral). Lender further agrees to cause to be assigned to the Additional Lender all amounts paid or payable under the Additional Asset Contracts in respect of clause (i) of Section 2.15.1, $150 million of the outstanding principal of the ECP Loan shall have been deemed repaid but any accrued and unpaid interest thereon shall be paid to ECP in full by DYN, and (d) in the case of clause (ii) of Section 2.15.1, for purposes of determining the ownership of Units (as defined in the LLC Agreement Form) and the Capital Contributions (as defined in the LLC Agreement Form) of each Sponsor, the actions set forth in clauses (ii)(a) and (ii)(b) of Section 2.15.1 shall be deemed to have not occurred and DYN shall be deemed to have funded DYN’s Commitment as contemplated as of the date hereof (for the avoidance of doubt, at the price per Unit paid steam or electricity generated by the Sponsors Additional Assets. Lender agrees to execute any further documents, amendments, waivers or releases which may from time to time be reasonably requested by Borrower or the Additional Lender to put into effect the provisions of this Section 12.8, resulting in circumstances equivalent to those which would exist if such Additional Financing security did not constitute and had never constituted Collateral or Assigned Contracts and such Additional Financing Security had at the Closing)all times been fully available to secure additional financing.

Additional Financing. 2.15.1 In Neither the Owner, AMMLP nor GP-AMMLP will incur, create, assume or allow to remain outstanding any Indebtedness, except for: (a) Indebtedness in respect to taxes, assessments and governmental charges or levies as and to the extent permitted to remain unpaid and undischarged by Section 2.5 of this Deed; (b) Unsecured current liabilities (not the result of borrowing) incurred and customarily paid in the ordinary course of business for current purposes and not evidenced by any note or other evidence of Indebtedness; (c) Permitted Equipment Leases, if applicable; (d) The Indebtedness described on Exhibit D, which the Grantors hereby represent identifies any and all other existing Indebtedness of Owner, AMMLP and GP-AMMLP and as to which the Owner agrees that from and after the occurrence and during the continuance of an Event of Default or an event as to which the Grantee has given the Owner notice which, with notice or passage of time or both, would become an Event of Default, the Owner shall not, without the prior written consent of the Grantee, make any payments, in cash or other property, of any or all of the obligations under any of such Indebtedness; (e) Indebtedness of AMMLP to another partner of the Owner under a Cure Loan to AMMLP made pursuant to Section 6.4.1 of the partnership agreement of the Owner; (f) The indebtedness secured by this Deed; and (g) Additional Financings (as defined below). The following financings (each an "Additional Financing") may be incurred, provided that the PIPE Closing does not occur (i) prior to or concurrently with entering into any Additional Financing, the Closing as a result of the failure of any of the conditions Owner delivers an Officers' Certificate to the PIPE Closing Grantee certifying that no Event of Default has occurred and is continuing nor has any event occurred which is, or after notice or lapse of time or both would become an Event of Default under the Stock Purchase Agreement this Deed (except same shall not be a condition with respect to have been satisfied or waived or because the Stock Purchase Agreement has been terminated, ECP shall be required to provide $150 million to DYN or the BuyerAffiliate Loans and Guaranty Loans) and that such Additional Financinq, as applicable, through one of the following options (provided that if (x) the First Buyout Condition fails to occur (other than in the circumstances described in clause (z) below)such Officers' Certificate, ECP can elect either option is in its sole discretion, (y) the First Buyout Condition occurs, only compliance with the provisions of clause (i) below shall apply and (z) in the event that the First Buyout Condition fails to occur and the PIPE Closing has not occurred or does not occur as a result of the failure of the condition set forth in this Section 2.04(g) of the Stock Purchase Agreement7.6, only the provisions of clause (ii) below the payment of all sums thereunder shall apply): (i) ECP be fully subordinated to payments by the Owner under the Secured Note in accordance with the followinq provisions of this Section 7.6 and DYN shall enter into a loan agreementSection 7.7 and the Owner agrees that from and after the occurrence and during the continuance of an Event of Default or an event as to which the Grantee has given the Owner notice which, with notice or passage of time or both, would become an Event of Default, the specific terms Owner shall not, without the prior written consent of which shall include the ability Grantee, make any payments, in cash or other property, of DYN to repay any or all of the obligations under the Additional Financings, (iii) when secured in whole or part by all or a portion of the loan at any time without penalty Mortgaged Premises, such lien shall be fully subject and shall otherwise be agreed by ECP and DYN, acting reasonably and in good faith, prior subordinate to the Closinglien of this Deed and the rights of the Grantee hereunder and the deed to secure debt or comparable security instrument executed in connection therewith shall expressly contain the provisions set forth in Section 7.7 and (iv) no such financings shall provide for participations or contingent payments based on gross revenues, sales, appreciation in value or other items except pursuant to Section 7.6.1 below (each such permitted deed to secure debt herein referred to as a "Subordinate Deed" and the indebtedness secured thereby, items Indebtedness"): 7.6.1 Secured or unsecured loans from Marriott, any person who at all times is a Marriott Controlled Person, any partner in the Owner or any Person controlled, at all times, by Portman and of which ECP shall loan DYN $150 million Portman owns not less than a 51% equity interest, to the Owner (the “ECP Loan”"Affiliate Loans"), which DYN shall use to fund the Buyer Subsidiary’s obligations under the Purchase Agreement or (ii) provided (a) ECP’s Commitment shall be increased by $150 million such Affiliate Loans contain terms and DYN’s Commitment shall be decreased by $150 millioninterest rates not more onerous to the Owner than are commercially reasonable, (b) each Sponsor’s Commitment Percentage all payments on such Affiliate Loans are payable solely in compliance with the provisions of Article 27 herein and solely from (i) the amount by which Net Cash Flow of Owner for the semi-annual interest payment period under the Secured Note immediataly preceding the date of such payment exceeds all payments actually made during such period in respect of any secured or unsecured borrowings of Owner (other than Affiliate Loans), (ii) net proceeds from sales or other dispositions of any of the assets of the Owner permitted under this Deed after the acquisition of any replacements thereof, (iii) net proceeds from casualty insurance or Awards from a Taking which the Owner is entitled to retain under this Deed after any required restoration or repair, (iv) net proceeds of any Additional Financing permitted under Section 7.6.3 herein, (v) the proceeds of capital contributions of the partners in the Owner and (vi) the net proceeds of any Affiliate Loan and (c) the loan documentation entered into, if any, with respect to such Affiliate Loans shall be increased acknowledge such limitation on payments set forth in the foregoing clause (b) of this subsection 7.6.1 and shall furthermore provide that from and after the occurrence and during the continuance of an Event of Default or decreasedan event which, with notice or the passage or time or both, would become an Event of Default, as to which Grantee has given the case may belender notice (provided the Grantee has notice of such loan), the lender shall not, without the prior written consent of the Grantee, in accordance each instance, ask, demand, seek, take or receive, directly or indirectly from the owner, in cash or other property, by set-off, or in any other manner, payment of any or all or the obligations to such lender under the Affiliate Loan; 7.6.2 Unsecured loans from one or more third party Institutional Lenders to the Owner, which loans are fully guaranteed by Marriott and the proceeds of which are used to fund debt service actually paid under the Secured Note and for which debt service Marriott would have otherwise been liable pursuant to the Interest/Princlpal Guaranty ("Guaranty Loans"), provided (a) all payments by the Owner on such loans are payable solely in compliance with the $150 million increase provisions of Article 27 herein and solely from (i) the amount by which Net Cash Flow of Owner for the semi-annual interest payment period under the Secured Note immediately preceding the date of such payment exceeds all payments actually made during such period in respect of any secured or decrease contemplated by unsecured borrowings of Owner (other than Guaranty Loans), (ii) net proceeds from sales or other dispositions of any of the assets of the Owner permitted under this Deed, (iii) net proceeds from casualty insurance or Awards from a Taking to which the Owner is entitled to retain under this Deed after any required restoration or repair, (iv) net proceeds of any Additional Financing permitted under Section 7.6.3 herein, (v) the net proceeds of Affiliate Loans and (vi) the proceeds of capital contributions of the partners in the Owner and (b) the loan documentation entered into with respect to such Guaranty Loans shall acknowledge such limitation on payments set forth in the foregoing clause (a) of this subsection 7.6.2 and shall furthermore provide that from and after the occurrence and during the continuance of an Event of Default or an event which, with notice or the passage of time or both, would become an Event of Default, as to which Grantee has given the lender notice (provided the Grantee has notice of such loan), such lender shall not, without the prior written consent of the Grantee, in each instance, ask, demand, seek, take or receive, directly or indirectly from the Owner, in cash or other property, by set-off, or in any other manner, payment of any or all of the obligations to such lender under the Guaranty Loan (other than from Marriott, as guarantor); 7.6.3 Unsecured loan(s) from one or more third party Institutional Lenders to the Owner in an aggregate principal amount not to exceed $20,000,000, less the outstanding principal amount from time to time under the loan from Bankers Trust Company to the Owner pursuant to a Loan Agreement and Offering Basis Finance Agreement, both dated as of October 15, 1987, between the Owner and Bankers Trust Company as in effect on the date hereof (the "Bankers Trust Loan"); provided that any such unsecured loan(s) shall provide that from and after the occurrence and during the continuance of an Event of Default or an event which, with notice or the passage of time or both, would become an Event of Default, as to which Grantee has given the lender notice (provided the Grantee has notice of such loan), such lender shall not, without the prior written consent of the Grantee, in each instance, ask, demand, seek, take or receive, directly or indirectly from the Owner, in cash or other property, by set-off, or in any other manner, payment of any or all of the obligations to such lender under the unsecured loan (other than from a guarantor of such loan); and 7.6.4 On or after January 1, 1992, secured or unsecured loan(s) from a third party Institutional Lender to the Owner for the sole purpose of financing the Owner's acquisition of the fee estate in the Land, provided that: (a) the aggregate amount of the loan(s) do not exceed the purchase price of the fee estate in the Land (including transaction costs) and that such net proceeds are applied solely to purchase the fee estate in the Land from the Ground Lessor in accordance with the provisions of Section 12.01 of the Ground Lease as in effect on the date hereof; (b) after giving effect to the loan(s), the Debt Service Coverage Test is satisfied; (c) ECP shall be required to contribute such additional $150 million as of the date of the execution and delivery of the loan documents with respect to the Buyer at the Closingsecured loan(s), subject to the satisfaction or waiver of the conditions set forth in the ECP Equity Commitment Letter; provided that, in each case in the foregoing clauses (i) the aggregate sum of the Note Principal Amount of the Secured Note (plus Deferred Interest to such date) and all other Indebtedness of the Owner (excluding Affiliate Loans and Guaranty Loans), including the principal amount of proposed secured loan(s), does not exceed an amount equal to ninety percent (90%) of the fair market value of the Mortgaged Premises based upon an appraisal of the Mortgaged Premises prepared by an Appraiser, at the Owner's sole cost and expense, such appraisal to be dated not more than six (6) months prior to the date of such determination and (ii)) the total outstanding balance of the Notes, each including principal and Deferred Interest to such date, net of DYN the unfunded outstanding amount of the Principal Guaranty, does not exceed an amount equal to seventy-five percent (75%) of the fair market value of the Mortgaged Premises based upon an appraisal of the Mortgage Premises prepared by an Appraiser, at the Owner's sole cost and Terawatt shall continue expense, such appraisal to comply with its obligations set forth in the Stock Purchase Agreement be dated not more than six (including effecting the PIPE Closing, subject 6) months prior to the satisfaction or waiver date of the conditions set forth in the Stock Purchase Agreement), and provided further that if any of the conditions to the PIPE Closing under the Stock Purchase Agreement are not satisfied or the Stock Purchase Agreement is terminated, in either case due to a material breach of, or material default under, the Stock Purchase Agreement by DYN, ECP shall not be required to provide the ECP Loan, ECP’s Commitment shall not be increased pursuant to clause (ii)(a) above and ECP shall not be required to contribute the additional $150 million to the Buyer at the Closing pursuant to clause (ii)(c) above, unless ECP elects, in its sole discretion, to either provide the ECP Loan or contribute such additional $150 million to the Buyerdetermination. For the avoidance purposes hereof, the principal amount of doubt, in the event that ECP contributes an additional $150 million to the Buyer pursuant to this Section 2.15.1, such contribution proposed secured loan(s) securing "zero coupon" or other discount indebtedness shall not constitute a Bridge Portion and shall instead be deemed an equity contribution by ECP to be the Buyer under the ECP Equity Commitment Letter. 2.15.2 In the event that the PIPE Closing occurs after the actions contemplated in clauses lesser of (i) the accreted principal amount at maturity of such loan(s), or (ii) the accreted principal amount of Section 2.15.1 have occurred, such loan(s) at the Sponsors hereby agree that Stated Maturity (a) ECP shall be deemed to have paid $150 million of DYN’s Commitment on DYN’s behalf, (b) such payment by ECP on DYN’s behalf shall be offset against, and shall be treated as satisfying, Terawatt’s obligation to pay the Purchase Price (as an defined in the Stock Purchase AgreementSecured Note); and (d) at any such unsecured loan(s) shall provide that from and after the PIPE Closingoccurrence of an Event of Default or an event which, with notice or the passage of time or both, would become an Event of Default, as to which Grantee has given the lender notice (cprovided the Grantee has knowledge of such loan), such lender shall not, without the prior written consent of the Grantee, in each instance, ask, demand, seek, take or receive, directly or indirectly from the Owner, in cash or other property, by set-off, or in any other manner, payment of any or all of the obligations to such lender under the unsecured loan. Prior to the incurring of any Secured Indebtedness or any unsecured loan(s) permitted under Section 7.6.4, there shall be delivered to the Grantee (x) true and correct copies of the Subordinate Deed, if any, the note evidencing such indebtedness and any other loan documents related thereto and (y) an Officers' Certificate of the Owner setting forth in reasonable detail the calculations and other evidence required to demonstrate compliance with this Section 7.6 as confirmed by a certificate of Independent Accountants, stating that, based on such Officers' Certificate, the requirements of this Section 7.6 have been met. With respect to the satisfaction of the Debt Service Coverage Test, the Officers' Certificate delivered to the Grantee shall include a certification by the Management Company that the calculation of item (m) in the case definition of clause (i) of Section 2.15.1, $150 million of "Expense Deductions" is in accordance with the outstanding principal of the ECP Loan shall have been deemed repaid but any accrued Management Company's accounting policies and unpaid interest thereon shall be paid to ECP in full by DYN, and (d) consistent with other premier convention hotels in the case of clause (ii) of Section 2.15.1, for purposes of determining the ownership of Units (as defined in the LLC Agreement Form) and the Capital Contributions (as defined in the LLC Agreement Form) of each Sponsor, the actions set forth in clauses (ii)(a) and (ii)(b) of Section 2.15.1 shall be deemed to have not occurred and DYN shall be deemed to have funded DYN’s Commitment as contemplated as of the date hereof (for the avoidance of doubt, at the price per Unit paid by the Sponsors at the Closing)Marriott hotel system.

Additional Financing. 2.15.1 In (a) After the event Closing, the Company agrees that the PIPE Closing does not occur prior it will use commercially reasonable efforts to (a) offer and sell New Securities and/or ATM Shares for cash consideration and/or (b) receive cash consideration in connection with a royalty or concurrently with the Closing as licensing agreement related to a result preclinical or clinical drug candidate of the failure of any of the conditions to the PIPE Closing under the Stock Purchase Agreement to have been satisfied or waived or because the Stock Purchase Agreement has been terminatedCompany, ECP shall be required to provide $150 million to DYN or the Buyer, as applicable, through one of the following options (provided that if (x) the First Buyout Condition fails to occur (other than TTP 399, that in the circumstances described in clause (z) below), ECP can elect either option in its sole discretion, (y) the First Buyout Condition occurs, only the provisions respect of clause (i) below shall apply and (z) in the event that the First Buyout Condition fails to occur and the PIPE Closing has not occurred or does not occur as a result of the failure of the condition set forth in Section 2.04(g) of the Stock Purchase Agreement, only the provisions of clause and/or (ii) below shall apply): (i) ECP and DYN shall enter into a loan agreement, results in the specific terms receipt of which shall include the ability of DYN to repay all or a portion of the loan at any time without penalty and shall otherwise be agreed by ECP and DYN, acting reasonably and in good faith, prior gross proceeds to the Closing, pursuant to which ECP shall loan DYN Company of at least an aggregate of $150 30.0 million (the “ECP LoanAdditional Financing”), which DYN shall use ) prior to fund the Buyer Subsidiary’s obligations under date that is the Purchase Agreement or earlier of (i) eighteen (18) months from the Closing Date and (ii) sixty (60) days prior to the date, as projected by the operating budget as most recently approved by the Board, that the Company will not have sufficient cash to fund its operations as planned under such operating budget (the “Additional Financing Deadline”). (b) If the Company has not satisfied such Additional Financing obligation by the Additional Financing Deadline, then the Investors will have the right to purchase a number of shares of Common Stock at an aggregate purchase price equal to (a) ECP’s Commitment shall be increased by $150 30.0 million and DYN’s Commitment shall be decreased by $150 million, minus (b) the amount of gross proceeds received by the Company in connection with any transaction or transactions that constitute an Additional Financing pursuant to Section 7.14(a) (the “Call Right Financing”). The Company will provide written notice to the Investors of the pro rata amount of shares of Common Stock that each Sponsor’s Commitment Percentage shall be increased or decreased, as the case may be, Investor is eligible to purchase in accordance connection with the $150 million increase or decrease contemplated Call Right Financing at least ten (10) Business Days prior to the Additional Financing Deadline, and each Investor shall notify the Company within five (5) trading days of receipt of such notice of the amount of shares of Common Stock that such Investor intends to purchase in the Call Right Financing. If any Investor subscribes for less than its Call Right Pro Rata Share of the Call Right Financing pursuant to their rights under this Section 7.14, then any other Investor may subscribe to that portion of such pro rata amount that was not subscribed by the foregoing clause (a), and Investor that purchases less than its Call Right Pro Rata Share. (c) ECP The Company and the Investor(s) shall execute definitive documentation for such purchase in a private placement exempt from the registration requirements of the 1933 Act within one (1) Business Day of such notification by the Investors. The price per share of any shares of Common Stock purchased in such Call Right Financing shall be required to contribute such additional $150 million to the Buyer at lower of (a) the Closing, subject to the satisfaction or waiver closing price of the conditions set forth in Common Stock (as reflected on Xxxxxx.xxx) on the ECP Equity Commitment Letter; provided that, in each case in trading date immediately preceding the foregoing clauses (i) signing of the definitive documents for such Call Right Financing and (ii), each of DYN and Terawatt shall continue to comply with its obligations set forth in b) the Stock Purchase Agreement (including effecting the PIPE Closing, subject to the satisfaction or waiver average closing price of the conditions set forth in Common Stock (as reflected on Xxxxxx.xxx) for the Stock Purchase Agreement), and provided further that if any five (5) trading days immediately preceding the signing of the conditions definitive documents for such Call Right Financing. (d) Any shares of Common Stock to the PIPE Closing under the Stock Purchase Agreement are not satisfied or the Stock Purchase Agreement is terminated, in either case due to a material breach of, or material default under, the Stock Purchase Agreement be purchased by DYN, ECP shall not be required to provide the ECP Loan, ECP’s Commitment shall not be increased pursuant to clause (ii)(a) above and ECP shall not be required to contribute the additional $150 million to the Buyer at the Closing pursuant to clause (ii)(c) above, unless ECP elects, in its sole discretion, to either provide the ECP Loan or contribute such additional $150 million to the Buyer. For the avoidance of doubt, in the event that ECP contributes an additional $150 million to the Buyer Investor pursuant to this Section 2.15.1, such contribution shall not constitute a Bridge Portion and shall instead 7.14 may be deemed an equity contribution by ECP to the Buyer under the ECP Equity Commitment Letter. 2.15.2 In the event that the PIPE Closing occurs after the actions contemplated in clauses (i) or (ii) of Section 2.15.1 have occurred, the Sponsors hereby agree that (a) ECP shall be deemed to have paid $150 million of DYN’s Commitment on DYN’s behalf, (b) such payment by ECP on DYN’s behalf shall be offset against, and shall be treated as satisfying, Terawatt’s obligation to pay the Purchase Price (as defined in the form of pre-funded warrants to purchase shares of Common Stock Purchase Agreement) at the PIPE Closing, (c) in the case sole discretion of clause (i) of Section 2.15.1, $150 million of the outstanding principal of the ECP Loan shall have been deemed repaid but any accrued and unpaid interest thereon shall be paid to ECP in full by DYN, and (d) in the case of clause (ii) of Section 2.15.1, for purposes of determining the ownership of Units (as defined in the LLC Agreement Form) and the Capital Contributions (as defined in the LLC Agreement Form) of each Sponsor, the actions set forth in clauses (ii)(a) and (ii)(b) of Section 2.15.1 shall be deemed to have not occurred and DYN shall be deemed to have funded DYN’s Commitment as contemplated as of the date hereof (for the avoidance of doubt, at the price per Unit paid by the Sponsors at the Closing)such Investor.