Common use of Conditions Precedent to All Disbursements Clause in Contracts

Conditions Precedent to All Disbursements. The obligation of PIDA to make the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and to make each subsequent disbursement thereof is subject to the satisfaction of the following conditions precedent at the time of each such disbursement: (a) The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance of the Commitment have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; and the Mortgage, the waivers of liens and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public office. (b) Each and all of the representations and warranties of the IDC and the Industrial Occupant set forth in Articles IV and V hereof, respectively, and in any of the other Loan Documents, shall be true and correct in all respects, as though separately and independently made on and as of the date of each such disbursement. (c) There shall be no event of default under any of the Loan Documents or any event which, with the passage of time or the giving of notice, or both, could constitute an event of default under any of the Loan Documents. (d) All disbursements made hereunder shall be disbursed by PIDA as the work progresses pursuant to the Cost Affidavit with supporting invoices signed by the IDC’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDA, except to the extent that the facts actually are as so represented when so approved, nor shall such approval give rise to, any liability or responsibility relating to (i) the quality of the work, the quantity of the work, the rate of progress in completion of the work, or the sufficiency of materials or labor being supplied in connection therewith, or (ii) any errors, omissions, inconsistencies or other defects of any nature in the Plans and Specifications. (e) There shall have been no material adverse change in the financial condition of the IDC or the Industrial Occupant from that disclosed in financial statements heretofore delivered to and approved by PIDA. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or the construction or operation of the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by any court or other body issuing such permit or otherwise having jurisdiction, PIDA may refuse to make further disbursements under this Agreement until the matter is resolved to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of Default hereunder.

Conditions Precedent to All Disbursements. The Ex-Im Bank’s obligation of PIDA to make the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and to make each subsequent disbursement thereof Disbursement, including the initial Disbursement, is subject to the satisfaction following conditions precedent: i. receipt by Ex-Im Bank of a completed Disbursement Request Form in the form of Exhibit C (or, in the case of the following conditions precedent at the time initial Disbursement, a completed Letter of each such disbursement: (a) The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance of the Commitment have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; and the Mortgage, the waivers of liens and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording Direction in the appropriate public office.form of Exhibit E) specifying the amount, date and wire instructions of Borrower for each Disbursement; (b) Each and all of ii. the representations and warranties of the IDC and the Industrial Occupant set forth in Articles IV and V hereof, respectively, and in any of the other Loan Documents, this Agreement shall be true true, correct and correct complete in all respects, as though separately and independently made material respects on and as of the date of each Disbursement and no Event of Default shall have occurred and be continuing, or result from such disbursement. Disbursement. Each Disbursement Request Form (cand, in the case of the initial Disbursement, the Letter of Direction) There shall be no event of default under any of constitute Borrower’s representation and warranty on that date that the representations and warranties in this Agreement and the Loan Documents remain true, correct and complete in all material respects; iii. receipt by Ex-Im Bank of irrevocable direction to pay proceeds agreement(s), in form and substance satisfactory to Ex-Im Bank, evidencing the Borrower’s irrevocable direction to pay proceeds, up to $400,000, under any letter of credit naming Borrower as a beneficiary which came into existence after the Effective Date or which is otherwise not already the subject of an irrevocable direction to pay proceeds agreement in favor of Ex-Im Bank; and iv. in Ex-Im Bank’s sole discretion, there has not been any Material Adverse Effect, or any event which, with the passage of time or the giving of notice, or both, could constitute an event of default under any of the Loan Documents. (d) All disbursements made hereunder shall be disbursed by PIDA as the work progresses pursuant to the Cost Affidavit with supporting invoices signed by the IDC’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDA, except to the extent that the facts actually are as so represented when so approved, nor shall such approval give rise to, any liability or responsibility relating to (i) the quality of the work, the quantity of the work, the rate of progress in completion of the work, or the sufficiency of materials or labor being supplied in connection therewith, or (ii) any errors, omissions, inconsistencies or other defects of any nature in the Plans and Specifications. (e) There shall have been no material adverse change in deviation by Borrower from the financial condition of the IDC or the Industrial Occupant from that disclosed in financial statements heretofore delivered to and approved by PIDAApplication. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or the construction or operation of the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by any court or other body issuing such permit or otherwise having jurisdiction, PIDA may refuse to make further disbursements under this Agreement until the matter is resolved to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of Default hereunder.

Conditions Precedent to All Disbursements. The Notwithstanding anything in this Agreement to the contrary, the TIFIA Lender shall have no obligation of PIDA to make any disbursement of loan proceeds to the Borrower (including the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and to make hereunder) until each subsequent disbursement thereof is subject to the satisfaction of the following conditions precedent at has been satisfied or waived in writing by the XXXXX Xxxxxx:‌ (i) With respect to any disbursement occurring sixty (60) days or more after the Effective Date, the Borrower shall have provided the Financial Plan, in each case in accordance with Section 21(a) (Financial Plan, Statements, and Reports). The Borrower shall have demonstrated to the XXXXX Xxxxxx’s satisfaction that the funds described in the Financial Plan most recently submitted to the TIFIA Lender as being available to pay for Project costs will be sufficient to complete the Project and no facts or circumstances have arisen that would reasonably be likely to cause such amounts reflected in such Financial Plan not to be available as and when needed to pay such Project costs. (ii) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided complete and fully executed copies of each agreement listed on the Principal Project Contracts Schedule then in effect, including any amendment, modification or supplement to such agreements. Each such agreement shall be in full force and effect and in form and substance satisfactory to the TIFIA Lender. (iii) The Borrower shall have demonstrated to the XXXXX Xxxxxx’s satisfaction that all Governmental Approvals necessary as of the time of each such disbursement: (a) The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance applicable disbursement for the development, construction, operation and maintenance of the Commitment Project have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; issued and the Mortgage, the waivers of liens are in full force and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public officeeffect. (biv) Each and all The Borrower shall have provided to the XXXXX Xxxxxx a certificate, executed by the Borrower’s Authorized Representative, certifying that each of the insurance policies required to be obtained by the Borrower and each Principal Project Party pursuant to Section 15(f) (Insurance) is in full force and effect, and no notice of termination thereof has been issued by the applicable insurance provider. (v) At the time of, and immediately after giving effect to, any disbursement of TIFIA Loan proceeds then currently requested, (A) no Default or Event of Default hereunder, and no event of default (howsoever described or designated) under any other Related Document shall have occurred and be continuing, and (B) no event or condition that, with the giving of notice, the passage of time, or both, would constitute an event of default (howsoever described or designated) of the Borrower under any other Related Document, in each case, shall have occurred and be continuing. (vi) To the extent necessary to make the corresponding representations and warranties true and accurate as of the date of any disbursement of loan proceeds hereunder, the Borrower shall have delivered an updated version of each of Schedules 13(f) and 13(o), in each case, in form and substance satisfactory to the TIFIA Lender in its sole discretion. (vii) The representations and warranties of the IDC and the Industrial Occupant Borrower set forth in Articles IV and V hereof, respectively, and in any of the other Loan Documents, this Agreement shall be true and correct as of each date on which any disbursement of the TIFIA Loan is made, except to the extent such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties shall be true and correct as of such earlier date. (viii) No Material Adverse Effect, or any event or condition that could reasonably be expected to result in a Material Adverse Effect, shall have occurred and be continuing since the date the Borrower submitted the Application to the TIFIA Lender. (ix) The Borrower shall have delivered to the TIFIA Lender a Requisition that complies with the provisions of Section 4 (Disbursement Conditions), and such Requisition shall have not been expressly denied by the XXXXX Xxxxxx. (x) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided evidence to the XXXXX Xxxxxx’s satisfaction that the performance security instruments to be delivered or received by the Borrower under each applicable Principal Construction Contract then in effect have been obtained and delivered and that each such instrument is in full force and effect and in compliance with the requirements for such performance security pursuant to the applicable Principal Construction Contract. (xi) To the extent not previously paid, the Borrower shall have paid in full all respects, as though separately and independently made on and invoices received from the XXXXX Xxxxxx (or from advisors to the XXXXX Xxxxxx that have direct billing arrangements with the Borrower) as of the date of each disbursement of the TIFIA Loan for the reasonable fees and expenses of the XXXXX Xxxxxx’s counsel and advisors and any auditors or other consultants employed by the TIFIA Lender incurred in connection with the Project, this Agreement, and the TIFIA Loan Documents (such disbursementreasonableness to be determined in accordance with Part 31 of the Federal Acquisition Regulation). (cxii) There The Borrower shall be no event of default under any of the Loan Documents or any event which, with the passage of time or the giving of notice, or both, could constitute an event of default under any of the Loan Documents. (d) All disbursements made hereunder shall be disbursed by PIDA as the work progresses pursuant have demonstrated to the Cost Affidavit with supporting invoices signed by the IDCXXXXX Xxxxxx’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDA, except to the extent satisfaction that the facts actually are as so represented when so approved, nor shall such approval give rise to, any liability or responsibility relating funds forecasted to (i) be available under the quality of the work, the quantity of the work, the rate of progress Base Case Financial Model then in completion of the work, or the sufficiency of materials or labor being supplied in connection therewith, or (ii) any errors, omissions, inconsistencies or effect will be sufficient to pay Total Project Costs and other defects of any nature in the Plans and Specificationsamounts necessary to achieve Substantial Completion. (e) There shall have been no material adverse change in the financial condition of the IDC or the Industrial Occupant from that disclosed in financial statements heretofore delivered to and approved by PIDA. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or the construction or operation of the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by any court or other body issuing such permit or otherwise having jurisdiction, PIDA may refuse to make further disbursements under this Agreement until the matter is resolved to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of Default hereunder.

Conditions Precedent to All Disbursements. The obligation of PIDA to make the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and Bank to make each subsequent disbursement thereof is under any Loans (including the initial disbursement) shall be subject to the satisfaction of the following further conditions precedent at that on the time date of each such disbursement: (a) The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance Borrower shall have paid costs of the Commitment have been satisfied; Project in an amount equal to its total equity and all subordinated debt which exists on the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; and the Mortgage, the waivers date of liens and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public officethis Agreement. (b) Each and all of the The representations and warranties contained in Article V of the IDC and the Industrial Occupant set forth in Articles IV and V hereof, respectively, and in any of the other Loan Documents, shall be true and this Agreement are correct in all respects, as though separately and independently made on and as of the date of each such disbursement. (c) There shall be no event of default under any of the Loan Documents or any event which, with the passage of time or the giving of notice, or both, could constitute an event of default under any of the Loan Documents. (d) All disbursements disbursement as though made hereunder shall be disbursed by PIDA on and as the work progresses pursuant to the Cost Affidavit with supporting invoices signed by the IDC’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDAdate, except to the extent that such representations and warranties relate solely to an earlier date and except to the facts actually are as so represented when so approvedextent of changes permitted under the terms of this Agreement. (c) No event has occurred and is continuing, nor or would result from such disbursement, which constitutes an Event of Default. (d) No determination shall such approval give rise to, any liability or responsibility relating to (i) have been made by the quality Bank that the undisbursed amount of the work, Construction Loan is less than the quantity amount required to pay all costs and expenses of any kind which reasonably may be anticipated in connection with the work, the rate of progress in completion of the workProject; or, or if such a determination has been made and notice thereof sent to the sufficiency Borrower in accordance with this Agreement, the Borrower shall have deposited the necessary funds with the Bank in accordance with Section 3.06 of materials or labor being supplied in connection therewith, or (ii) any errors, omissions, inconsistencies or other defects of any nature in the Plans and Specificationsthis Agreement. (e) There shall The disbursement requirements of Article III of this Agreement have been no material adverse change in the financial condition of the IDC or the Industrial Occupant from that disclosed in financial statements heretofore delivered to and approved by PIDAsatisfied. (f) In no event shall If required by the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excessBank, the entire amount of such excess Bank shall be repaid furnished with a statement from the Borrower and the General Contractor, in form and substance satisfactory to PIDA by the IDC and/or Bank, in the Industrial Occupant within thirty (30) days exercise of notice thereofits reasonable discretion, setting forth the names, addresses and amounts due or to become due, as well as the amounts previously paid, to every Subcontractor. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or No Permit necessary for the construction or operation of the Project are revoked, rescinded, suspended shall have been revoked or materially adversely affected by any preliminary or final injunction or decision by the issuance thereof subjected to challenge before any court or other body issuing such permit governmental authority having or otherwise having jurisdictionasserting jurisdiction as to the Project. (h) The parties intend that the Construction Loan is available to fund the lesser of 58% of the total cost of the Project, PIDA may refuse including all other approved expenses as set forth in the final version of the Sources and Uses of Funds document furnished to make further the Bank by the Borrower prior to the Closing, or $34,000,000. No advances or disbursements under the Construction Loan shall exceed such levels, unless the Bank consents in writing to the same. (i) The Bank shall have entered into agreements with at least two (2) other entities whereby such other entities have agreed to participate in the Construction Loan and Term Loan under the terms and conditions of this Agreement until Agreement. (j) The Borrower shall have entered into and delivered to the matter is resolved to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of Default hereunderBank the Swap Contract.

Conditions Precedent to All Disbursements. The Notwithstanding anything in this Agreement to the contrary, the TIFIA Lender shall have no obligation of PIDA to make any disbursement of loan proceeds to the Borrower (including the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and to make hereunder) until‌ each subsequent disbursement thereof is subject to the satisfaction of the following conditions precedent at has been satisfied or waived in writing by the XXXXX Xxxxxx: (i) With respect to any disbursement occurring sixty (60) days or more after the Effective Date, the Borrower shall have provided the Financial Plan, in each case in accordance with Section 21(a) (Financial Plan, Statements, and Reports). The Borrower shall have demonstrated to the XXXXX Xxxxxx’s satisfaction that the funds described in the Financial Plan most recently submitted to the TIFIA Lender as being available to pay for Project costs will be sufficient to complete the Project and no facts or circumstances have arisen that would reasonably be likely to cause such amounts reflected in such Financial Plan not to be available as and when needed to pay such Project costs. (ii) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided complete and fully executed copies of each agreement listed on the Principal Project Contracts Schedule then in effect, including any amendment, modification or supplement to such agreements. Each such agreement shall be in full force and effect and in form and substance satisfactory to the TIFIA Lender. (iii) The Borrower shall have demonstrated to the XXXXX Xxxxxx’s satisfaction that all Governmental Approvals necessary as of the time of each such disbursement: (a) The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance applicable disbursement for the development, construction, operation and maintenance of the Commitment Project have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; issued and the Mortgage, the waivers of liens are in full force and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public officeeffect. (biv) Each and all The Borrower shall have provided to the XXXXX Xxxxxx a certificate, executed by the Borrower’s Authorized Representative, certifying that each of the insurance policies required to be obtained by the Borrower and each Principal Project Party pursuant to Section 15(f) (Insurance) is in full force and effect, and no notice of termination thereof has been issued by the applicable insurance provider. (v) At the time of, and immediately after giving effect to, any disbursement of TIFIA Loan proceeds then currently requested, (A) no Default or Event of Default hereunder, and no event of default (howsoever described or designated) under any other Related Document shall have occurred and be continuing, and (B) no event or condition that, with the giving of notice, the passage of time, or both, would constitute an event of default (howsoever described or designated) of the Borrower under any other Related Document, in each case, shall have occurred and be continuing. (vi) To the extent necessary to make the corresponding representations and warranties true and accurate as of the date of any disbursement of loan proceeds hereunder, the Borrower shall have delivered an updated version of each of Schedules 13(f) and 13(o), in each case, in form and substance satisfactory to the TIFIA Lender in its sole discretion. (vii) The representations and warranties of the IDC and the Industrial Occupant Borrower set forth in Articles IV and V hereof, respectively, and in any of the other Loan Documents, this Agreement shall be true and correct as of each date on which any disbursement of the TIFIA Loan is made, except to the extent such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties shall be true and correct as of such earlier date. (viii) No Material Adverse Effect, or any event or condition that could reasonably be expected to result in a Material Adverse Effect, shall have occurred and be continuing since the date the Borrower submitted the Application to the TIFIA Lender. (ix) The Borrower shall have delivered to the TIFIA Lender a Requisition that complies with the provisions of Section 4 (Disbursement Conditions), and such Requisition shall have not been expressly denied by the XXXXX Xxxxxx. (x) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided evidence to the XXXXX Xxxxxx’s satisfaction that the performance security instruments to be delivered or received by the Borrower under each applicable Principal Construction Contract then in effect have been obtained and delivered and that each such instrument is in full force and effect and in compliance with the requirements for such performance security pursuant to the applicable Principal Construction Contract. (xi) To the extent not previously paid, the Borrower shall have paid in full all respects, as though separately and independently made on and invoices received from the XXXXX Xxxxxx (or from advisors to the XXXXX Xxxxxx that have direct billing arrangements with the Borrower) as of the date of each disbursement of the TIFIA Loan for the reasonable fees and expenses of the XXXXX Xxxxxx’s counsel and advisors and any auditors or other consultants employed by the XXXXX Xxxxxx incurred in connection with the Project, this Agreement, and the TIFIA Loan Documents (such disbursementreasonableness to be determined in accordance with Part 31 of the Federal Acquisition Regulation). (cxii) There The Borrower shall be no event of default under any of the Loan Documents or any event which, with the passage of time or the giving of notice, or both, could constitute an event of default under any of the Loan Documents. (d) All disbursements made hereunder shall be disbursed by PIDA as the work progresses pursuant have demonstrated to the Cost Affidavit with supporting invoices signed by the IDCXXXXX Xxxxxx’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDA, except to the extent satisfaction that the facts actually are as so represented when so approved, nor shall such approval give rise to, any liability or responsibility relating funds forecasted to (i) be available under the quality of the work, the quantity of the work, the rate of progress Base Case Financial Model then in completion of the work, or the sufficiency of materials or labor being supplied in connection therewith, or (ii) any errors, omissions, inconsistencies or effect will be sufficient to pay Total Project Costs and other defects of any nature in the Plans and Specificationsamounts necessary to achieve Substantial Completion. (e) There shall have been no material adverse change in the financial condition of the IDC or the Industrial Occupant from that disclosed in financial statements heretofore delivered to and approved by PIDA. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or the construction or operation of the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by any court or other body issuing such permit or otherwise having jurisdiction, PIDA may refuse to make further disbursements under this Agreement until the matter is resolved to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of Default hereunder.

Conditions Precedent to All Disbursements. The Notwithstanding anything in this Agreement to the contrary, the TIFIA Lender shall have no obligation of PIDA to make any disbursement of loan proceeds to the Borrower (including the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and to make hereunder) until each subsequent disbursement thereof is subject to the satisfaction of the following conditions precedent at has been satisfied or waived in writing by the TIFIA Lender: [The Borrower shall have provided to the TIFIA Lender evidence satisfactory to the TIFIA Lender that prior thereto, or simultaneously therewith, a disbursement of Senior Obligation proceeds has occurred such that as of such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest that is capitalized in accordance with the terms hereof) shall not exceed [___] percent ([__]%) of the total amount of reasonably anticipated Eligible Project Costs.]96 With respect to any disbursement occurring sixty (60) days or more after the Effective Date, the Borrower shall have provided the Financial Plan, or the most recent update thereto, in each case in accordance with Section 22(a) (Financial Plan), which Financial Plan (or update thereto) reflects that amortization of the principal amount of any Senior Obligations does not commence before the Debt Service Payment Commencement Date. To the extent not previously delivered to the TIFIA Lender, the Borrower shall have delivered to the TIFIA Lender certified, complete and fully executed copies of any Indenture Documents entered into after the Effective Date. To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided certified copies of all Principal Project Contracts and all Additional Project Contracts requested by the TIFIA Lender pursuant to Section 16(b) (Copies of Documents) or Section 17(e) (Additional Project Contracts) (including, in each case, any amendment, modification or supplement thereto) entered into after the Effective Date. The Borrower shall have demonstrated to the TIFIA Lender’s satisfaction that all Governmental Approvals necessary as of the time of each such disbursement: (a) The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance applicable disbursement for the development, construction, operation and maintenance of the Commitment Project have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; issued and the Mortgage, the waivers of liens are in full force and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public office. (b) effect.97 Each and all of the representations insurance policies obtained by the Borrower and warranties by any applicable Principal Project Party in satisfaction of the IDC conditions in Section 13(a)(xviii) (Insurance) is in full force and the Industrial Occupant set forth in Articles IV and V hereof, respectivelyeffect, and in no notice of termination thereof has been issued by the applicable insurance provider.98 At the time of, and immediately after giving effect to, any disbursement of the other TIFIA Loan Documentsproceeds then currently requested, shall be true and correct in all respects, as though separately and independently made on and as (A) no Event of the date of each such disbursement. (c) There shall be no Default hereunder or event of default under any of the Loan Documents or any other Related Document and (B) no event whichthat, with the giving of notice or the passage of time or the giving of notice, or both, could would constitute an event of default under any of the Loan Documents. (d) All disbursements made hereunder shall be disbursed by PIDA as the work progresses pursuant to the Cost Affidavit with supporting invoices signed by the IDC’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDA, except to the extent that the facts actually are as so represented when so approved, nor shall such approval give rise to, any liability or responsibility relating to (i) the quality of the work, the quantity of the work, the rate of progress in completion of the work, or the sufficiency of materials or labor being supplied in connection therewith, or (ii) any errors, omissions, inconsistencies or other defects of any nature in the Plans and Specifications. (e) There shall have been no material adverse change in the financial condition of the IDC or the Industrial Occupant from that disclosed in financial statements heretofore delivered to and approved by PIDA. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or the construction or operation of the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by any court or other body issuing such permit or otherwise having jurisdiction, PIDA may refuse to make further disbursements under this Agreement until the matter is resolved to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or event of default under any Related Document, in each case, shall have occurred and be continuing. To the extent necessary to make the corresponding representations and warranties true, correct and complete as of the date of any disbursement of loan proceeds hereunder, the Borrower shall have delivered an updated version of Schedule 14.1(u), in form and substance satisfactory to the TIFIA Lender in its sole discretion. The representations and warranties of the Borrower set forth in this Agreement (including Section 14 (Representations and Warranties of Borrower)) and in each other Related Document shall be true, correct and complete as of each date on which any disbursement of the TIFIA Loan is made, except to the extent such revocationrepresentations and warranties expressly relate to an earlier date (in which case, rescission, suspensionsuch representations and warranties shall be true and correct as of such earlier date). No Material Adverse Effect, or material adverse effect would comprise an Event any event or condition that could reasonably be expected to result in a Material Adverse Effect, shall have occurred since the date the Borrower submitted the Application to the TIFIA Lender. The Borrower shall have delivered to the TIFIA Lender a Requisition that complies with the provisions of Default hereunderSection 4 (Disbursement Conditions), and the TIFIA Lender shall have approved (or deemed to have approved in accordance with Section 4(b) (Disbursement Conditions) such Requisition. The Borrower shall have paid in full all invoices received from the TIFIA Lender as of the date of disbursement of the TIFIA Loan, for the reasonable fees and expenses of the TIFIA Lender’s counsel and financial advisors and any auditors or other consultants employed by the TIFIA Lender for the purposes hereof (such reasonableness to be determined in accordance with Part 31 of the Federal Acquisition Regulation). To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided to the TIFIA Lender certified, complete and fully executed copies of each performance security instrument delivered to or by the Borrower pursuant to any Principal Project Contract as of the date of disbursement of the TIFIA Loan, each of which performance security instruments shall be (A) in compliance with the requirements for such performance security pursuant to the applicable Principal Project Contract and (B) in full force and effect.

Conditions Precedent to All Disbursements. The Notwithstanding anything in this Agreement to the contrary, the RRIF Lender shall have no obligation of PIDA to make any disbursement of loan proceeds to the Borrower (including the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and to make hereunder) until each subsequent disbursement thereof is subject to the satisfaction of the following conditions precedent at has been satisfied or waived in writing by the RRIF Lender:‌ (i) With respect to any disbursement occurring sixty (60) days or more after the Effective Date, the Borrower shall have provided the Financial Plan, in each case in accordance with Section 21(a) (Financial Plan, Statements, and Reports). The Borrower shall have demonstrated to the RRIF Lender’s satisfaction that the funds described in the Financial Plan most recently delivered to the RRIF Lender as being available to pay for Project costs will be sufficient to complete the Project and no facts or circumstances have arisen that would reasonably be likely to cause such amounts reflected in such Financial Plan not to be available as and when needed to pay such Project costs. (ii) To the extent not previously delivered to the RRIF Lender, the Borrower shall have provided complete and fully executed copies of each agreement listed on the Principal Project Contracts Schedule then in effect, including any amendment, modification or supplement to such agreements. Each such agreement shall be in full force and effect and in form and substance satisfactory to the RRIF Lender. (iii) The Borrower shall have demonstrated to the RRIF Lender’s satisfaction that all Governmental Approvals necessary as of the time of each such disbursement: (a) The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance applicable disbursement for the development, construction, operation and maintenance of the Commitment Project have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; issued and the Mortgage, the waivers of liens are in full force and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public officeeffect. (biv) Each and all The Borrower shall have provided to the RRIF Lender a certificate, executed by the Borrower’s Authorized Representative, certifying that each of the insurance policies required to be obtained by the Borrower and each Principal Project Party pursuant to Section 15(f) (Insurance) is in full force and effect, and no notice of termination thereof has been issued by the applicable insurance provider. (v) At the time of, and immediately after giving effect to, any disbursement of RRIF Loan proceeds then currently requested, (A) no Default or Event of Default hereunder, and no event of default (howsoever described or designated) under any other Related Document shall have occurred and be continuing, and (B) no event or condition that, with the giving of notice, the passage of time, or both, would constitute an event of default (howsoever described or designated) of the Borrower under any other Related Document, in each case, shall have occurred and be continuing. (vi) To the extent necessary to make the corresponding representations and warranties true and accurate as of the date of any disbursement of loan proceeds hereunder, the Borrower shall have delivered an updated version of each of Schedules 13(f) and 13(o), in each case, in form and substance satisfactory to the RRIF Lender in its sole discretion. (vii) The representations and warranties of the IDC and the Industrial Occupant Borrower set forth in Articles IV and V hereof, respectively, and in any of the other Loan Documents, this Agreement shall be true and correct as of each date on which any disbursement of the RRIF Loan is made, except to the extent such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties shall be true and correct as of such earlier date. (viii) No Material Adverse Effect, or any event or condition that could reasonably be expected to result in a Material Adverse Effect, shall have occurred and be continuing since the date the Borrower submitted the RRIF Application to the RRIF Lender. (ix) The Borrower shall have delivered to the RRIF Lender a Requisition that complies with the provisions of Section 4 (Disbursement Conditions), and such Requisition shall have not been expressly denied by the RRIF Lender. (x) To the extent not previously delivered to the RRIF Lender, the Borrower shall have provided evidence to the RRIF Lender’s satisfaction that the performance security instruments to be delivered or received by the Borrower under each applicable Principal Construction Contract then in effect have been obtained and delivered and that each such instrument is in full force and effect and in compliance with the requirements for such performance security pursuant to the applicable Principal Construction Contract. (xi) To the extent not previously paid, the Borrower shall have paid in full all respects, as though separately and independently made on and invoices received from the RRIF Lender (or from advisors to the RRIF Lender that have direct billing arrangements with the Borrower) as of the date of each disbursement of the RRIF Loan for the reasonable fees and expenses of the RRIF Lender’s counsel and advisors and any auditors or other consultants employed by the RRIF Lender incurred in connection with the Project, this Agreement, and the RRIF Loan Documents (such disbursementreasonableness to be determined in accordance with Part 31 of the Federal Acquisition Regulation). (cxii) There The Borrower shall have demonstrated to the RRIF Lender’s satisfaction that the funds forecasted to be no event of default available under any of the Loan Documents or any event which, with Base Case Financial Model most recently delivered to the passage of time or the giving of notice, or both, could constitute an event of default under any of the Loan DocumentsRRIF Lender will be sufficient to pay Total Project Costs and other amounts necessary to achieve Substantial Completion. (dxiii) All disbursements made hereunder The Borrower shall have paid in full, at least three (3) Business Days prior to such date of disbursement, the Credit Risk Premium in respect of the RRIF Loan proceeds to be disbursed by PIDA as the work progresses pursuant to the Cost Affidavit with supporting invoices signed by the IDC’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDA, except to the extent that the facts actually are as so represented when so approved, nor shall such approval give rise to, any liability or responsibility relating to (i) the quality of the work, the quantity of the work, the rate of progress in completion of the work, or the sufficiency of materials or labor being supplied in connection therewith, or (ii) any errors, omissions, inconsistencies or other defects of any nature in the Plans and Specifications. (e) There shall have been no material adverse change in the financial condition of the IDC or the Industrial Occupant from that disclosed in financial statements heretofore delivered to and approved by PIDA. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or the construction or operation of the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by any court or other body issuing such permit or otherwise having jurisdiction, PIDA may refuse to make further disbursements under this Agreement until the matter is resolved to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of Default hereunder.

Conditions Precedent to All Disbursements. The obligation of PIDA each of the Lenders to make the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and to make each subsequent disbursement thereof is any Disbursement shall be subject to the satisfaction fulfillment, prior to or concurrently with each such Disbursement, demonstrated in a manner, and otherwise in all respects in form and substance, satisfactory to the Lenders, of the following conditions precedent at the time of each such disbursementset forth below: (a) The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance Company and each of the Commitment have been satisfied; the Loan Documents Sponsors shall have been properly executed and, where appropriate, delivered performed in all material respects all of its obligations theretofore to PIDA; be performed under this Agreement and the Mortgage, the waivers of liens and any other document requested Principal Documents to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public officewhich it is a party. (b) Each and all of the Lenders shall have received quarterly written progress reports in form and substance satisfactory to the Lenders from the Independent Engineer. (c) The proceeds of the Disbursement shall be needed by the Company to pay Project Costs. (d) Immediately before and after giving effect to such Disbursement: (i) there shall be no existing Default or Event of Default which has not been cured or waived; and (ii) all representations and warranties of the IDC and the Industrial Occupant set forth in Articles IV and V hereof, respectively, contained herein and in any of the other Loan Documents, Principal Documents shall be true and correct in all respects, material respects with the same effect as though separately such representations and independently warranties had been made on and as of the date of each such disbursement. (c) There shall be no event of default under any of the Loan Documents or any event which, with the passage of time or the giving of notice, or both, could constitute an event of default under any of the Loan Documents. (d) All disbursements made hereunder shall be disbursed by PIDA as the work progresses pursuant to the Cost Affidavit with supporting invoices signed by the IDC’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDADisbursement, except where expressed to the extent that the facts actually are as so represented when so approved, nor shall such approval give rise to, any liability or responsibility relating to (i) the quality of the work, the quantity of the work, the rate of progress in completion of the work, or the sufficiency of materials or labor being supplied in connection therewith, or (ii) any errors, omissions, inconsistencies or other defects of any nature in the Plans and Specificationsbe made on a specified date. (e) There The Security Documents shall create a first priority (except as otherwise specifically approved in writing by the Lenders) security interest and charge over the Collateral in existence at the date of such Disbursement, and each of the Lenders shall have received satisfactory evidence that all actions necessary or appropriate to perfect (except as otherwise specifically approved in writing by the Lenders) and protect the security interests purported to be created by the Security Documents have been no material adverse change in the financial condition of the IDC or the Industrial Occupant from that disclosed in financial statements heretofore delivered to and approved by PIDAtaken. (f) In no event All Governmental Approvals and each relevant shareholder's and creditor's permit, license and consent, including, without limitation, all Repatriation and Remittance Approvals, necessary for the then-current stage of implementation of the Project shall the Loan have been obtained or made, shall be validly issued, shall be in excess full force and effect and shall not be the object of $2,000,000 a currently pending action or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereofappeal. (g) In No Material Adverse Change shall have occurred, and no Force Majeure Event shall have occurred, and the event effect of either of which has not been cured. (h) Each of the Lenders shall have received, at least ten (10) Business Days prior to the date of any material environmentalDisbursement, buildingan IFC Disbursement Request or DEG Disbursement Request, subdivisionas the case may be, usesigned by an Authorized Officer of the Company, zoning together with a certificate of the Independent Engineer which shall confirm that (A) the work scheduled to be completed by the relevant dates has been completed in a manner satisfactory to the Independent Engineer, and (B) the expenditures reflected in the disbursement request (which shall be set forth in a certificate of the Company attached to the disbursement request) have been properly incurred under the EPC Contract and the Services Agreements or are scheduled to be properly incurred as anticipated on the construction schedule. (i) All funds required to be paid or advanced by the Sponsors under the Subscription Agreements or the Share Retention and Project Funds Agreement prior to the Disbursement shall have been paid or advanced and applied in accordance with the Trust and Retention Agreement, and each of the Lenders shall have received evidence thereof, satisfactory in form and substance to the Lenders. (j) The Company shall have paid all fees, expenses and other permits charges then payable by it under the Loan Documents, including, without limitation, fees, expenses and other charges of each of the Lenders' legal counsel, the Independent Engineer, the Insurance Consultant, and, with the prior consultation of the Company, other consultants. (k) The Company shall have the corporate authority to borrow the amount requested to be disbursed. (l) After giving effect to the Disbursement the Company shall not be in violation of its Articles of Association or Memorandum of Association, any provision contained in any agreement to which the Company is a party (including this Agreement) or by which the Company is bound, or any law, rule, regulation or Governmental Approval directly or indirectly limiting or otherwise restricting the Company's borrowing power or authority or its ability to borrow. (m) All corporate and legal proceedings necessary to authorize the borrowing and the other transactions contemplated in this Agreement shall have been obtained or made. (n) Each of the Lenders shall have received satisfactory certificates of land ownership and copies of all Leases evidencing that the Company has acquired all necessary rights for each portion of the Site, each portion of the Site and each Lease being listed in Schedule 3.1(e) hereto; provided, however, that title to those portions of the Site listed in Part II of such Schedule 3.1(e) are not required to be obtained by the Financial Closing Date but must be obtained by no later than the date specified on Part II of Schedule 3.1(e). (o) All fees, charges, Taxes, or expenses in respect of the Security Documents shall have been indefeasibly paid in full. (p) Each of the Security Documents shall have been duly filed and registered or recorded in every jurisdiction in which such filing and registration or recording is necessary to make valid, effective, and enforceable the Liens intended to be created thereby, and the rights of the Trustee and the Lenders thereunder. Each of the Lenders and the Trustee shall have received evidence that such filing and registration or recording has been made and that all fees and expenses required in connection with such registration or recording have been paid. (q) The Company shall have delivered to the Trustee and each of the Lenders a certification, substantially in the form of Schedule 3.1(x) of the General Conditions, signed by an Authorized Officer of the Company and expressed to be effective as of the date of the relevant Disbursement, certifying that all the foregoing conditions to Disbursement have been satisfied, and stating that the receipt of the Disbursement will not result in the violation of any agreement, instrument, note or contract to which the Company is a party or by which it is bound or of any law, statute, ordinance, rule, regulation or judgment to which it is subject, or any Governmental Approval relating to the Premises Company or the construction or operation of Project. (r) Each Lender is satisfied that the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by any court or other body issuing such permit or otherwise having jurisdiction, PIDA may refuse Lender is prepared to make further disbursements under this Agreement until the matter is resolved to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of Default hereunderits Disbursement.

Conditions Precedent to All Disbursements. The Notwithstanding anything in this Agreement to the contrary, the TIFIA Lender shall have no obligation of PIDA to make any disbursement of loan proceeds to the Borrower (including the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and to make hereunder) until each subsequent disbursement thereof is subject to the satisfaction of the following conditions precedent at has been satisfied or waived in writing by the XXXXX Xxxxxx:‌ (i) With respect to any disbursement occurring sixty (60) days or more after the Effective Date, the Borrower shall have provided the Financial Plan, in each case in accordance with Section 21(a) (Financial Plan, Statements, and Reports). The Borrower shall have demonstrated to the XXXXX Xxxxxx’s satisfaction that the funds described in the Financial Plan most recently submitted to the TIFIA Lender as being available to pay for Project costs will be sufficient to complete the Project and no facts or circumstances have arisen that would reasonably be likely to cause such amounts reflected in such Financial Plan not to be available as and when needed to pay such Project costs. (ii) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided complete and fully executed copies of each agreement listed on the Principal Project Contracts Schedule then in effect, including any amendment, modification or supplement to such agreements. Each such agreement shall be in full force and effect and in form and substance satisfactory to the TIFIA Lender. (iii) The Borrower shall have demonstrated to the XXXXX Xxxxxx’s satisfaction that all Governmental Approvals necessary as of the time of each such disbursement: (a) The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance applicable disbursement for the development, construction, operation and maintenance of the Commitment Project have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; issued and the Mortgage, the waivers of liens are in full force and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public officeeffect. (biv) Each and all The Borrower shall have provided to the XXXXX Xxxxxx a certificate, executed by the Borrower’s Authorized Representative, certifying that each of the insurance policies required to be obtained by the Borrower and each Principal Project Party pursuant to Section 15(f) (Insurance) is in full force and effect, and no notice of termination thereof has been issued by the applicable insurance provider. (v) At the time of, and immediately after giving effect to, any disbursement of TIFIA Loan proceeds then currently requested, (A) no Default or Event of Default hereunder, and no event of default (howsoever described or designated) under any other Related Document shall have occurred and be continuing, and (B) no event or condition that, with the giving of notice, the passage of time, or both, would constitute an event of default (howsoever described or designated) of the Borrower under any other Related Document, in each case, shall have occurred and be continuing. (vi) To the extent necessary to make the corresponding representations and warranties true and accurate as of the date of any disbursement of loan proceeds hereunder, the Borrower shall have delivered an updated version of each of Schedules 13(f) and 13(o), in each case, in form and substance satisfactory to the TIFIA Lender in its sole discretion. (vii) The representations and warranties of the IDC and the Industrial Occupant Borrower set forth in Articles IV and V hereof, respectively, and in any of the other Loan Documents, this Agreement shall be true and correct as of each date on which any disbursement of the TIFIA Loan is made, except to the extent such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties shall be true and correct as of such earlier date. (viii) No Material Adverse Effect, or any event or condition that could reasonably be expected to result in a Material Adverse Effect, shall have occurred and be continuing since the date the Borrower submitted the Application to the TIFIA Lender. (ix) The Borrower shall have delivered to the TIFIA Lender a Requisition that complies with the provisions of Section 4 (Disbursement Conditions), and such Requisition shall have not been expressly denied by the XXXXX Xxxxxx. (x) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided evidence to the XXXXX Xxxxxx’s satisfaction that the performance security instruments to be delivered or received by the Borrower under each applicable Principal Construction Contract then in effect have been obtained and delivered and that each such instrument is in full force and effect and in compliance with the requirements for such performance security pursuant to the applicable Principal Construction Contract. (xi) To the extent not previously paid, the Borrower shall have paid in full all respects, as though separately and independently made on and invoices received from the XXXXX Xxxxxx (or from advisors to the XXXXX Xxxxxx that have direct billing arrangements with the Borrower) as of the date of each such disbursement. (c) There shall be no event of default under any disbursement of the TIFIA Loan for the reasonable fees and expenses of the XXXXX Xxxxxx’s counsel and advisors and any auditors or other consultants employed by the TIFIA Lender incurred in connection with the Project, this Agreement, and the TIFIA Loan Documents or any event which, (such reasonableness to be determined in accordance with the passage of time or the giving of notice, or both, could constitute an event of default under any Part 31 of the Loan DocumentsFederal Acquisition Regulation). (d) All disbursements made hereunder shall be disbursed by PIDA as the work progresses pursuant to the Cost Affidavit with supporting invoices signed by the IDC’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDA, except to the extent that the facts actually are as so represented when so approved, nor shall such approval give rise to, any liability or responsibility relating to (i) the quality of the work, the quantity of the work, the rate of progress in completion of the work, or the sufficiency of materials or labor being supplied in connection therewith, or (ii) any errors, omissions, inconsistencies or other defects of any nature in the Plans and Specifications. (e) There shall have been no material adverse change in the financial condition of the IDC or the Industrial Occupant from that disclosed in financial statements heretofore delivered to and approved by PIDA. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or the construction or operation of the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by any court or other body issuing such permit or otherwise having jurisdiction, PIDA may refuse to make further disbursements under this Agreement until the matter is resolved to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of Default hereunder.

Conditions Precedent to All Disbursements. The Notwithstanding anything in this Agreement to the contrary, the TIFIA Lender shall have no obligation of PIDA to make any disbursement of loan proceeds to the Borrower (including the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and to make hereunder) until each subsequent disbursement thereof is subject to the satisfaction of the following conditions precedent at has been satisfied or waived in writing by the TIFIA Lender:‌ (i) With respect to any disbursement occurring sixty (60) days or more after the Effective Date, the Borrower shall have provided the Financial Plan, in each case in accordance with Section 21(a) (Financial Plan, Statements, and Reports). The Borrower shall have demonstrated to the TIFIA Lender’s satisfaction that the funds described in the Financial Plan most recently submitted to the TIFIA Lender as being available to pay for Project costs will be sufficient to complete the Project and no facts or circumstances have arisen that would reasonably be likely to cause such amounts reflected in such Financial Plan not to be available as and when needed to pay such Project costs. (ii) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided complete and fully executed copies of each agreement listed on the Principal Project Contracts Schedule then in effect, including any amendment, modification or supplement to such agreements. Each such agreement shall be in full force and effect and in form and substance satisfactory to the TIFIA Lender. (iii) The Borrower shall have demonstrated to the TIFIA Lender’s satisfaction that all Governmental Approvals necessary as of the time of each such disbursement: (a) The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance applicable disbursement for the development, construction, operation and maintenance of the Commitment Project have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; issued and the Mortgage, the waivers of liens are in full force and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public officeeffect. (biv) Each and all The Borrower shall have provided to the TIFIA Lender a certificate, executed by the Borrower’s Authorized Representative, certifying that each of the insurance policies required to be obtained by the Borrower and each Principal Project Party pursuant to Section 15(f) (Insurance) is in full force and effect, and no notice of termination thereof has been issued by the applicable insurance provider. (v) At the time of, and immediately after giving effect to, any disbursement of TIFIA Loan proceeds then currently requested, (A) no Default or Event of Default hereunder, and no event of default (howsoever described or designated) under any other Related Document shall have occurred and be continuing, and (B) no event or condition that, with the giving of notice, the passage of time, or both, would constitute an event of default (howsoever described or designated) of the Borrower under any other Related Document, in each case, shall have occurred and be continuing. (vi) To the extent necessary to make the corresponding representations and warranties true and accurate as of the date of any disbursement of loan proceeds hereunder, the Borrower shall have delivered an updated version of each of Schedules 13(f) and 13(o), in each case, in form and substance satisfactory to the TIFIA Lender in its sole discretion. (vii) The representations and warranties of the IDC and the Industrial Occupant Borrower set forth in Articles IV and V hereof, respectively, and in any of the other Loan Documents, this Agreement shall be true and correct as of each date on which any disbursement of the TIFIA Loan is made, except to the extent such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties shall be true and correct as of such earlier date. (viii) No Material Adverse Effect, or any event or condition that could reasonably be expected to result in a Material Adverse Effect, shall have occurred and be continuing since the date the Borrower submitted the Application to the TIFIA Lender. (ix) The Borrower shall have delivered to the TIFIA Lender a Requisition that complies with the provisions of Section 4 (Disbursement Conditions), and such Requisition shall have not been expressly denied by the TIFIA Lender. (x) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided evidence to the TIFIA Lender’s satisfaction that the performance security instruments to be delivered or received by the Borrower under each applicable Principal Construction Contract then in effect have been obtained and delivered and that each such instrument is in full force and effect and in compliance with the requirements for such performance security pursuant to the applicable Principal Construction Contract. (xi) To the extent not previously paid, the Borrower shall have paid in full all respects, as though separately and independently made on and invoices received from the TIFIA Lender (or from advisors to the TIFIA Lender that have direct billing arrangements with the Borrower) as of the date of each disbursement of the TIFIA Loan for the reasonable fees and expenses of the TIFIA Lender’s counsel and advisors and any auditors or other consultants employed by the TIFIA Lender incurred in connection with the Project, this Agreement, and the TIFIA Loan Documents (such disbursementreasonableness to be determined in accordance with Part 31 of the Federal Acquisition Regulation). (cxii) There The Borrower shall be no event of default under any of the Loan Documents or any event which, with the passage of time or the giving of notice, or both, could constitute an event of default under any of the Loan Documents. (d) All disbursements made hereunder shall be disbursed by PIDA as the work progresses pursuant have demonstrated to the Cost Affidavit with supporting invoices signed by the IDCTIFIA Lender’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDA, except to the extent satisfaction that the facts actually are as so represented when so approved, nor shall such approval give rise to, any liability or responsibility relating funds forecasted to (i) be available under the quality of the work, the quantity of the work, the rate of progress Base Case Financial Model then in completion of the work, or the sufficiency of materials or labor being supplied in connection therewith, or (ii) any errors, omissions, inconsistencies or effect will be sufficient to pay Total Project Costs and other defects of any nature in the Plans and Specificationsamounts necessary to achieve Substantial Completion. (e) There shall have been no material adverse change in the financial condition of the IDC or the Industrial Occupant from that disclosed in financial statements heretofore delivered to and approved by PIDA. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or the construction or operation of the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by any court or other body issuing such permit or otherwise having jurisdiction, PIDA may refuse to make further disbursements under this Agreement until the matter is resolved to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of Default hereunder.

Conditions Precedent to All Disbursements. The Notwithstanding anything in this Agreement to the contrary, the TIFIA Lender shall have no obligation of PIDA to make any disbursement of loan proceeds to the Borrower (including the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and to make hereunder) until each subsequent disbursement thereof is subject to the satisfaction of the following conditions precedent at has been satisfied or waived in writing by the XXXXX Xxxxxx:‌ (i) With respect to any disbursement occurring sixty (60) days or more after the Effective Date, the Borrower shall have provided the Financial Plan, in each case in accordance with Section 21(a) (Financial Plan, Statements, and Reports). The Borrower shall have demonstrated to the XXXXX Xxxxxx’s satisfaction that the funds described in the Financial Plan most recently submitted to the TIFIA Lender as being available to pay for Project costs will be sufficient to complete the Project and no facts or circumstances have arisen that would reasonably be likely to cause such amounts reflected in such Financial Plan not to be available as and when needed to pay such Project costs. (ii) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided complete and fully executed copies of each agreement listed on the Principal Project Contracts Schedule then in effect, including any amendment, modification or supplement to such agreements. Each such agreement shall be in full force and effect and in form and substance satisfactory to the TIFIA Lender. (iii) The Borrower shall have demonstrated to the XXXXX Xxxxxx’s satisfaction that all Governmental Approvals necessary as of the time of each such disbursement: (a) The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance applicable disbursement for the development, construction, operation and maintenance of the Commitment Project have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; issued and the Mortgage, the waivers of liens are in full force and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public officeeffect. (biv) Each and all The Borrower shall have provided to the XXXXX Xxxxxx a certificate, executed by the Borrower’s Authorized Representative, certifying that each of the insurance policies required to be obtained by the Borrower and each Principal Project Party pursuant to Section 15(f) (Insurance) is in full force and effect, and no notice of termination thereof has been issued by the applicable insurance provider. (v) At the time of, and immediately after giving effect to, any disbursement of TIFIA Loan proceeds then currently requested, (A) no Default or Event of Default hereunder, and no event of default (howsoever described or designated) under any other Related Document shall have occurred and be continuing, and (B) no event or condition that, with the giving of notice, the passage of time, or both, would constitute an event of default (howsoever described or designated) of the Borrower under any other Related Document, in each case, shall have occurred and be continuing. (vi) To the extent necessary to make the corresponding representations and warranties true and accurate as of the date of any disbursement of loan proceeds hereunder, the Borrower shall have delivered an updated version of each of Schedules 13(f) and 13(o), in each case, in form and substance satisfactory to the TIFIA Lender in its sole discretion. (vii) The representations and warranties of the IDC and the Industrial Occupant Borrower set forth in Articles IV and V hereof, respectively, and in any of the other Loan Documents, this Agreement shall be true and correct as of each date on which any disbursement of the TIFIA Loan is made, except to the extent such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties shall be true and correct as of such earlier date. (viii) No Material Adverse Effect, or any event or condition that could reasonably be expected to result in a Material Adverse Effect, shall have occurred and be continuing since the date the Borrower submitted the Application to the TIFIA Lender. (ix) The Borrower shall have delivered to the TIFIA Lender a Requisition that complies with the provisions of Section 4 (Disbursement Conditions), and such Requisition shall have not been expressly denied by the XXXXX Xxxxxx. (x) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided evidence to the XXXXX Xxxxxx’s satisfaction that the performance security instruments to be delivered or received by the Borrower under each applicable Principal Construction Contract then in effect have been obtained and delivered and that each such instrument is in full force and effect and in compliance with the requirements for such performance security pursuant to the applicable Principal Construction Contract. (xi) To the extent not previously paid, the Borrower shall have paid in full all respects, as though separately and independently made on and invoices received from the XXXXX Xxxxxx (or from advisors to the XXXXX Xxxxxx that have direct billing arrangements with the Borrower) as of the date of each disbursement of the TIFIA Loan for the reasonable fees and expenses of the XXXXX Xxxxxx’s counsel and advisors and any auditors or other consultants employed by the XXXXX Xxxxxx incurred in connection with the Project, this Agreement, and the TIFIA Loan Documents (such disbursementreasonableness to be determined in accordance with Part 31 of the Federal Acquisition Regulation). (cxii) There The Borrower shall be no event of default under any of the Loan Documents or any event which, with the passage of time or the giving of notice, or both, could constitute an event of default under any of the Loan Documents. (d) All disbursements made hereunder shall be disbursed by PIDA as the work progresses pursuant have demonstrated to the Cost Affidavit with supporting invoices signed by the IDCXXXXX Xxxxxx’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDA, except to the extent satisfaction that the facts actually are as so represented when so approved, nor shall such approval give rise to, any liability or responsibility relating funds forecasted to (i) be available under the quality of the work, the quantity of the work, the rate of progress Base Case Financial Model then in completion of the work, or the sufficiency of materials or labor being supplied in connection therewith, or (ii) any errors, omissions, inconsistencies or effect will be sufficient to pay Total Project Costs and other defects of any nature in the Plans and Specificationsamounts necessary to achieve Substantial Completion. (e) There shall have been no material adverse change in the financial condition of the IDC or the Industrial Occupant from that disclosed in financial statements heretofore delivered to and approved by PIDA. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or the construction or operation of the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by any court or other body issuing such permit or otherwise having jurisdiction, PIDA may refuse to make further disbursements under this Agreement until the matter is resolved to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of Default hereunder.

Conditions Precedent to All Disbursements. The obligation of As a condition precedent to each disbursement hereunder, whether made concurrently with Closing or subsequent thereto, the Borrower shall, in addition to satisfying such other requirements as PIDA to make the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and to make each subsequent disbursement thereof is subject to the satisfaction of the following conditions precedent at the time of each such disbursementmay reasonably impose, provide PIDA with: (a) The closing requirements transmitted evidence satisfactory to PIDA that, at the time of such disbursement (unless with respect to items (i), (ii) and (iii), such items are covered by PIDA’s counsel an acceptable title insurance commitment delivered to PIDA as of the date hereof, and applicable at the time of such disbursement), (i) there are no mechanics' or materialmen's liens or claims filed against the Premises, (ii) no financing statements have been filed under the Uniform Commercial Code as then in effect in the Commonwealth with respect to fixtures or building systems (including, but not limited to, heating, plumbing, electrical, air conditioning, sprinkler, fire alarm and elevator systems) not directly employed in the industrial activities of the Industrial Occupant, which would have priority over the lien in favor of PIDA created by the Mortgage other than those specifically permitted by the Mortgage or hereunder, (iii) there are no liens or encumbrances filed or recorded with respect to the IDC’s counsel following issuance Premises which would have priority over the lien in favor of PIDA created by the Mortgage other than those specifically permitted by the Mortgage or hereunder, (iv) the Industrial Occupant has filed all tax returns and reports required to be filed by it with the Commonwealth through the date hereof and is current in the payment of all monies due to the Commonwealth from it, whether as taxes or otherwise, unless the obligation to file such return or pay such tax is the subject of a pending administrative or judicial appeal or proceeding with respect to which the Industrial Occupant has posted or caused to be posted a bond or other security satisfactory to PIDA in an amount which is at least equal to the sum which is the subject of the Commitment have been satisfied; appeal or proceeding, together with all interest, costs, and charges relating thereto and (v) the Loan Documents shall have been properly executed and, where appropriate, delivered insurance relating to PIDA; and the Mortgage, Project required by the waivers of liens and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording Mortgage is in the appropriate public office.effect; (b) Each and all a certificate of the Borrower executed by its President or Vice President dated as of the disbursement date certifying that all representations and warranties of made herein with regard to the IDC and the Industrial Occupant set forth in Articles IV and V hereof, respectively, and in any of the other Loan Documents, shall be Borrower were true and correct in all respects, as though separately of the date hereof and independently made on shall remain true and correct as of the date of each such disbursement.certificate, unless some date other than the date hereof is expressly set forth as of the date as of which such representation and warranty is expressed, in which event such representation and warranty was true and correct as of the effective date thereof; and (c) There shall be no event of default under any a certificate of the Loan Documents or any event which, with the passage of time or the giving of notice, or both, could constitute Industrial Occupant executed by an event of default under any authorized officer dated as of the Loan Documents. (d) All disbursements made hereunder shall be disbursed by PIDA as the work progresses pursuant to the Cost Affidavit with supporting invoices signed by the IDC’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDA, except to the extent that the facts actually are as so represented when so approved, nor shall such approval give rise to, any liability or responsibility relating to disbursement date that: (i) all representations and warranties made in the quality Assumption Agreement were true and correct as of the work, the quantity date hereof and shall remain true and correct as of the workdate of such certificate, unless some date other than the rate of progress in completion date hereof is expressly set forth as of the workdate as of which such representation and warranty is expressed, or in which event such representation and warranty was true and correct as of the sufficiency of materials or labor being supplied in connection therewith, or effective date thereof and (ii) any errors, omissions, inconsistencies or other defects of any nature the Premises and the Project are in the Plans and Specifications. (e) There shall have been no compliance in all material adverse change in the financial condition of the IDC or the Industrial Occupant from that disclosed in financial statements heretofore delivered to and approved by PIDA. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material respects with all environmental, building, subdivision, use, zoning or and all other permits relating ordinances and regulations applicable to the Premises or the construction or operation of and the Project are revokedrespectively, rescindedtogether with copies of all subdivision, suspended or materially adversely affected by any preliminary or final injunction or decision by any court or building, zoning, use and other body issuing permits required for the Premises and the Project unless PIDA shall permit the omission of such permit or otherwise having jurisdiction, PIDA may refuse to make further disbursements under this Agreement until the matter is resolved to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of Default hereundercopies.

Conditions Precedent to All Disbursements. The Notwithstanding anything in this Agreement to the contrary, the TIFIA Lender shall have no obligation of PIDA to make the initial any disbursement of the loan proceeds of the Loan to the IDC and the Industrial Occupant and to make Borrower until each subsequent disbursement thereof is subject to the satisfaction of the following conditions precedent at has been satisfied or waived in writing by the TIFIA Lender: (i) The Borrower shall have provided to the TIFIA Lender evidence satisfactory to the TIFIA Lender of the issuance of the Project BANs. (ii) The Borrower shall certify that the proceeds of the Project BANs have been fully spent on costs of the Project; provided, however, that the proceeds of the TIFIA Loan shall solely be used to pay directly for, or to reimburse prior payment of, Eligible Project Costs; (iii) With respect to any disbursement occurring sixty (60) days or more after the Effective Date, the Borrower shall have provided the Financial Plan, or the most recent update thereto, in each case in accordance with Section 22(a) (Financial Plan). (iv) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have delivered to the TIFIA Lender certified, complete and fully executed copies of any Indenture Documents entered into after the Effective Date. (v) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided certified copies of all Principal Project Contracts and all Additional Project Contracts requested by the TIFIA Lender pursuant to Section 16(b) (Copies of Documents) or Section 17(e) (Additional Project Contracts) (including, in each case, any amendment, modification or supplement thereto) entered into after the Effective Date. (vi) The Borrower shall have demonstrated to the TIFIA Lender’s satisfaction that all Governmental Approvals necessary as of the time of each such disbursement: (a) The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance applicable disbursement for the development, construction, operation and maintenance of the Commitment Project have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; issued and the Mortgage, the waivers of liens are in full force and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public officeeffect. (bvii) Each and all of the representations insurance policies obtained by any Borrower Related Party and warranties by any applicable Principal Project Party in satisfaction of the IDC conditions in Section 13(a)(xvii) (Conditions Precedent to Effectiveness) is in full force and the Industrial Occupant set forth in Articles IV and V hereof, respectivelyeffect, and in any no notice of termination thereof has been issued by the other Loan Documents, shall be true and correct in all respects, as though separately and independently made on and as of the date of each such disbursementapplicable insurance provider. (cviii) There shall be At the time of, and immediately after giving effect to, any disbursement of TIFIA Loan proceeds then currently requested, (A) no Event of Default hereunder or event of default under any of the Loan Documents or any other Related Document and (B) no event whichthat, with the giving of notice or the passage of time or the giving of notice, or both, could would constitute an event of default under any of the Loan Documents. (d) All disbursements made hereunder shall be disbursed by PIDA as the work progresses pursuant to the Cost Affidavit with supporting invoices signed by the IDC’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDA, except to the extent that the facts actually are as so represented when so approved, nor shall such approval give rise to, any liability or responsibility relating to (i) the quality of the work, the quantity of the work, the rate of progress in completion of the work, or the sufficiency of materials or labor being supplied in connection therewith, or (ii) any errors, omissions, inconsistencies or other defects of any nature in the Plans and Specifications. (e) There shall have been no material adverse change in the financial condition of the IDC or the Industrial Occupant from that disclosed in financial statements heretofore delivered to and approved by PIDA. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or the construction or operation of the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by any court or other body issuing such permit or otherwise having jurisdiction, PIDA may refuse to make further disbursements under this Agreement until the matter is resolved to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or event of default under any other Related Document, in each case, shall have occurred and be continuing. (ix) To the extent necessary to make the corresponding representations and warranties true, correct and complete as of the date of any disbursement of loan proceeds hereunder, the Borrower shall have delivered an updated version of Schedule 14(t), in form and substance satisfactory to the TIFIA Lender in its sole discretion. (x) The representations and warranties of each Borrower Related Party set forth in this Agreement (including Section 14 (Representations and Warranties of Borrower)) and in each other Related Document shall be true, correct, and complete as of each date on which any disbursement of the TIFIA Loan is made, except to the extent such revocationrepresentations and warranties expressly relate to an earlier date (in which case, rescission, suspensionsuch representations and warranties shall be true and correct as of such earlier date). (xi) No Material Adverse Effect, or material adverse effect would comprise an Event any event or condition that could reasonably be expected to result in a Material Adverse Effect, shall have occurred and be continuing since the date the Borrower submitted the Application to the TIFIA Lender. (xii) The Borrower shall have delivered to the TIFIA Lender a Requisition that complies with the provisions of Default hereunderSection 4 (Disbursement Conditions), and the TIFIA Lender shall have approved (or be deemed to have approved in accordance with Section 4(b) (Disbursement Conditions)) such Requisition. (xiii) The Borrower shall have paid in full all invoices received from the TIFIA Lender as of the date of disbursement of the TIFIA Loan, for the reasonable fees and expenses of the TIFIA Lender’s counsel and financial advisors and any auditors or other consultants employed by the TIFIA Lender for the purposes hereof (such reasonableness to be determined in accordance with Part 31 of the Federal Acquisition Regulation). (xiv) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided to the TIFIA Lender certified, complete and fully executed copies of each performance security instrument delivered to or by the Borrower or other Borrower Related Party pursuant to any Principal Project Contract as of the date of disbursement of the TIFIA Loan, each of which performance security instruments shall be (A) in compliance with the requirements for such performance security pursuant to the applicable Principal Project Contract, and (B) in full force and effect. (xv) The Borrower shall have delivered such other agreements, documents, instruments, opinions and other items required by the TIFIA Lender, all in form and substance satisfactory to the TIFIA Lender.

Conditions Precedent to All Disbursements. The obligation of PIDA to make the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and BANK to make each subsequent disbursement thereof is under the CONSTRUCTION LOAN (including the initial disbursement) shall be subject to the satisfaction of the following further conditions precedent at that on the time date of each such disbursement: (a) 4.2.1 The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance of the Commitment have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; and the Mortgage, the waivers of liens and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public office. (b) Each and all of the representations and warranties contained in Section 5 of the IDC and the Industrial Occupant set forth in Articles IV and V hereof, respectively, and in any of the other Loan Documents, shall be true and this AGREEMENT are correct in all respects, as though separately and independently made on and as of the date of each such disbursement. (c) There shall be no event of default under any of the Loan Documents or any event which, with the passage of time or the giving of notice, or both, could constitute an event of default under any of the Loan Documents. (d) All disbursements disbursement as though made hereunder shall be disbursed by PIDA on and as the work progresses pursuant to the Cost Affidavit with supporting invoices signed by the IDC’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDAdate, except to the extent that such representations and warranties relate solely to an earlier date. 4.2.2 No event has occurred and is continuing, or would result from such disbursement, which constitutes an EVENT OF DEFAULT. 4.2.3 No determination shall have been made by the facts actually are as so represented when so approved, nor shall such approval give rise to, any liability or responsibility relating to (i) BANK that the quality undisbursed amount of the work, CONSTRUCTION LOAN is less than the quantity amount required to pay all costs and expenses of any kind which reasonably may be anticipated in connection with the work, the rate of progress in completion of the workPROJECT; or, or if such a determination has been made and notice thereof sent to the sufficiency BORROWER in accordance with this AGREEMENT, the BORROWER shall have deposited the necessary funds with the BANK in accordance with the Section 3.6 of materials or labor being supplied this AGREEMENT. 4.2.4 The disbursement requirements of Section 3 of this AGREEMENT have been satisfied. 4.2.5 If required by the BANK, the BANK shall be furnished with a statement from the BORROWER and the GENERAL CONTRACTOR, in connection therewithform and substance satisfactory to the BANK, or (ii) any errors, omissions, inconsistencies or other defects of any nature in the Plans exercise of its reasonable discretion, setting forth the names, addresses and Specificationsamounts due or to become due, as well as the amounts previously paid, to every SUBCONTRACTOR. (e) There 4.2.6 No PERMIT necessary for the construction of the PROJECT shall have been no material adverse change in the financial condition of the IDC revoked or the Industrial Occupant from that disclosed in financial statements heretofore delivered issuance thereof subjected to and approved by PIDA. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or the construction or operation of the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by challenge before any court or other body issuing such permit governmental authority having or otherwise having jurisdictionasserting jurisdiction as to the PROJECT. 4.2.7 The parties intend that the CONSTRUCTION LOAN is available to fund the lesser of sixty (60%) percent of the total cost of the PROJECT, PIDA may refuse as set forth in the final version of the Sources and Uses of Funds document furnished to make further BANK by BORROWER prior to Closing, or $31,465,000.00. No advances or disbursements under this Agreement until the matter is resolved CONSTRUCTION LOAN shall exceed such levels, unless BANK consents in writing to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of Default hereunderthe same.

Conditions Precedent to All Disbursements. The Notwithstanding anything in this Agreement to the contrary, the TIFIA Lender shall have no obligation of PIDA to make any disbursement of loan proceeds to the Borrower (including the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and to make hereunder) until each subsequent disbursement thereof is subject to the satisfaction of the following conditions precedent at has been satisfied or waived in writing by the TIFIA Lender: (i) The Borrower shall have provided to the TIFIA Lender evidence satisfactory to the TIFIA Lender that prior thereto, or simultaneously therewith, a disbursement of Senior Obligation proceeds has occurred such that as of such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest that is capitalized in accordance with the terms hereof) shall not exceed, on a percentage basis, the pro rata amount of the TIFIA Loan in relation to the aggregate amount of the Senior Obligations and the TIFIA Loan. (ii) With respect to any disbursement occurring sixty (60) days or more after the Effective Date, the Borrower shall have provided the Financial Plan, or the most recent update thereto, in each case in accordance with Section 22(a) (Financial Plan), which Financial Plan (or update thereto) reflects that amortization of the principal amount of any Senior Obligations and any Junior Bonds does not commence before the Debt Service Payment Commencement Date. (iii) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have delivered to the TIFIA Lender certified, complete and fully executed copies of any Indenture Documents entered into after the Effective Date. (iv) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided certified copies of all Principal Project Contracts and all Additional Project Contracts requested by the TIFIA Lender pursuant to Section 16(b) (Copies of Documents) or Section 17(e) (Additional Project Contracts) (including, in each case, any amendment, modification or supplement thereto) entered into after the Effective Date. (v) The Borrower shall have demonstrated to the TIFIA Lender’s satisfaction that all Governmental Approvals (including any USACE Permit) necessary as of the time of each such disbursement:the applicable disbursement for the development, construction, operation and maintenance of the Project have been issued and are in full force and effect. (avi) The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance Each of the Commitment have been satisfied; insurance policies obtained by the Loan Documents shall have been properly executed andBorrower, where appropriate, delivered to PIDA; and the Mortgage, the waivers of liens CDOT and any other document requested applicable Principal Project Party in satisfaction of the conditions in Section 13(a)(xix) (Conditions Precedent to be recorded Effectiveness) is in full force and effect, and no notice of termination thereof has been issued by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public officeapplicable insurance provider. (bvii) Each and all of At the representations and warranties of the IDC and the Industrial Occupant set forth in Articles IV and V hereof, respectivelytime of, and in immediately after giving effect to, any disbursement of the other TIFIA Loan Documentsproceeds then currently requested, shall be true and correct in all respects, as though separately and independently made on and as (A) no Event of the date of each such disbursement. (c) There shall be no Default hereunder or event of default under any of the Loan Documents or any other Related Document and (B) no event whichthat, with the giving of notice or the passage of time or the giving of notice, or both, could would constitute an event of default under any of the Loan Documents. (d) All disbursements made hereunder shall be disbursed by PIDA as the work progresses pursuant to the Cost Affidavit with supporting invoices signed by the IDC’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDA, except to the extent that the facts actually are as so represented when so approved, nor shall such approval give rise to, any liability or responsibility relating to (i) the quality of the work, the quantity of the work, the rate of progress in completion of the work, or the sufficiency of materials or labor being supplied in connection therewith, or (ii) any errors, omissions, inconsistencies or other defects of any nature in the Plans and Specifications. (e) There shall have been no material adverse change in the financial condition of the IDC or the Industrial Occupant from that disclosed in financial statements heretofore delivered to and approved by PIDA. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or the construction or operation of the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by any court or other body issuing such permit or otherwise having jurisdiction, PIDA may refuse to make further disbursements under this Agreement until the matter is resolved to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or event of default under any Related Document, in each case, shall have occurred and be continuing. (viii) To the extent necessary to make the corresponding representations and warranties true, correct and complete as of the date of any disbursement of loan proceeds hereunder, the Borrower shall have delivered an updated version of Schedule 14(u), in form and substance satisfactory to the TIFIA Lender in its sole discretion. (ix) The representations and warranties of the Borrower set forth in this Agreement (including Section 14 (Representations and Warranties of Borrower)) and in each other Related Document and the representations and warranties of CDOT set forth in the CDOT Direct Agreement shall, in each case, be true, correct, and complete as of each date on which any disbursement of the TIFIA Loan is made, except to the extent such revocationrepresentations and warranties expressly relate to an earlier date (in which case, rescission, suspensionsuch representations and warranties shall be true and correct as of such earlier date). (x) No Material Adverse Effect, or material adverse effect any event or condition that could reasonably be expected to result in a Material Adverse Effect, shall have occurred and be continuing since the date the Borrower submitted the Application to the TIFIA Lender. (xi) The Borrower shall have delivered to the TIFIA Lender a Requisition that complies with the provisions of Section 4 (Disbursement Conditions), and the TIFIA Lender shall have approved (or deemed to have approved in accordance with Section 4(b) (Disbursement Conditions)) such Requisition. (xii) The Borrower shall have paid in full all invoices received from the TIFIA Lender as of the date of disbursement of the TIFIA Loan, for the reasonable fees and expenses of the TIFIA Lender’s counsel and financial advisors and any auditors or other consultants employed by the TIFIA Lender for the purposes hereof (such reasonableness to be determined in accordance with Part 31 of the Federal Acquisition Regulation). (xiii) The Borrower shall have demonstrated to the TIFIA Lender’s satisfaction that the funds described in the Financial Plan most recently approved by the TIFIA Lender as being available to pay for Project costs will be sufficient to complete the Project and no facts or circumstances have arisen that would comprise an Event reasonably be likely to cause such amounts reflected in such Financial Plan not to be available as and when needed to pay such costs. (xiv) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided to the TIFIA Lender certified, complete and fully executed copies of Default hereundereach performance security instrument delivered to or by the Borrower pursuant to any Principal Project Contract as of the date of disbursement of the TIFIA Loan, each of which performance security instruments shall be (A) in compliance with the requirements for such performance security pursuant to the applicable Principal Project Contract, and (B) in full force and effect.

Conditions Precedent to All Disbursements. The obligation of PIDA to make the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and BANK to make each subsequent disbursement thereof is under the CONSTRUCTION LOAN (including the initial disbursement) shall be subject to the satisfaction of the following further conditions precedent at that on the time date of each such disbursement: (a) 4.2.1 The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance of the Commitment have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; and the Mortgage, the waivers of liens and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public office. (b) Each and all of the representations and warranties contained in Section 5 of the IDC and the Industrial Occupant set forth in Articles IV and V hereof, respectively, and in any of the other Loan Documents, shall be true and this AGREEMENT are correct in all respects, as though separately and independently made on and as of the date of each such disbursement. (c) There shall be no event of default under any of the Loan Documents or any event which, with the passage of time or the giving of notice, or both, could constitute an event of default under any of the Loan Documents. (d) All disbursements disbursement as though made hereunder shall be disbursed by PIDA on and as the work progresses pursuant to the Cost Affidavit with supporting invoices signed by the IDC’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDAdate, except to the extent that such representations and warranties relate solely to an earlier date and except to the facts actually are as so represented when so approvedextent of changes permitted under the terms of this AGREEMENT. 4.2.2 No event has occurred and is continuing, nor or would result from such disbursement, which constitutes an EVENT OF DEFAULT. 4.2.3 No determination shall such approval give rise to, any liability or responsibility relating to (i) have been made by the quality BANK that the undisbursed amount of the work, CONSTRUCTION LOAN is less than the quantity amount required to pay all costs and expenses of any kind which reasonably may be anticipated in connection with the work, the rate of progress in completion of the workPROJECT: or, or .if such a determination has been made and notice thereof sent to the sufficiency BORROWER in accordance with this AGREEMENT, the BORROWER shall have deposited the necessary funds with the BANK in accordance with the Section 3.6 of materials or labor being supplied this AGREEMENT. 4.2.4 The disbursement requirements of Section 3 of this AGREEMENT have been satisfied. 4.2.5 If required by the BANK, the BANK shall be furnished with a statement from the BORROWER and the GENERAL CONTRACTOR, in connection therewithform and substance satisfactory to the BANK, or (ii) any errors, omissions, inconsistencies or other defects of any nature in the Plans exercise of its reasonable discretion, setting forth the names, addresses and Specificationsamounts due or to become due, as well as the amounts previously paid, to every SUBCONTRACTOR. (e) There 4.2.6 No PERMIT necessary for the construction of the PROJECT shall have been no material adverse change in the financial condition of the IDC revoked or the Industrial Occupant from that disclosed in financial statements heretofore delivered issuance thereof subjected to and approved by PIDA. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or the construction or operation of the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by challenge before any court or other body issuing such permit governmental authority having or otherwise having jurisdictionasserting jurisdiction as to the PROJECT. 4.2.7 The parties intend that the CONSTRUCTION LOAN is available to fund the lesser of Fifty-five (55%) percent of the total cost of the PROJECT, PIDA may refuse including all other approved expenses as set forth in the final version of the Sources and Uses of Funds document furnished to make further BANK by BORROWER prior to Closing, or $32,900,000.00. No advances or disbursements under this Agreement until the matter is resolved CONSTRUCTION LOAN shall exceed such levels, unless BANK consents in writing to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of Default hereunderthe same.

Conditions Precedent to All Disbursements. The obligation of PIDA to make the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and BANK to make each subsequent disbursement thereof is under the EXPANSION LOAN (including the initial disbursement) shall be subject to the satisfaction of the following further conditions precedent at that on the time date of each such disbursement: (a) 4.2.1 The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance of the Commitment have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; and the Mortgage, the waivers of liens and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public office. (b) Each and all of the representations and warranties contained in Section 5 of the IDC and the Industrial Occupant set forth in Articles IV and V hereof, respectively, and in any of the other Loan Documents, shall be true and this AGREEMENT are correct in all respects, as though separately and independently made on and as of the date of each such disbursement. (c) There shall be no event of default under any of the Loan Documents or any event which, with the passage of time or the giving of notice, or both, could constitute an event of default under any of the Loan Documents. (d) All disbursements disbursement as though made hereunder shall be disbursed by PIDA on and as the work progresses pursuant to the Cost Affidavit with supporting invoices signed by the IDC’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDAdate, except to the extent that such representations and warranties relate solely to an earlier date and except to the facts actually are as so represented when so approvedextent of changes permitted under the terms of this AGREEMENT. 4.2.2 No event has occurred and is continuing, nor or would result from such disbursement, which constitutes an EVENT OF DEFAULT. 4.2.3 No determination shall such approval give rise to, any liability or responsibility relating to (i) have been made by the quality BANK that the undisbursed amount of the work, EXPANSION LOAN is less than the quantity amount required to pay all costs and expenses of any kind which reasonably may be anticipated in connection with the work, the rate of progress in completion of the workPROJECT; or, or if such a determination has been made and notice thereof sent to the sufficiency BORROWER in accordance with this AGREEMENT, the BORROWER shall have deposited the necessary funds with the BANK in accordance with the Section 3.6 of materials or labor being supplied this AGREEMENT. 4.2.4 The disbursement requirements of Section 3 of this AGREEMENT have been satisfied. 4.2.5 If required by the BANK, the BANK shall be furnished with a statement from the BORROWER and the GENERAL CONTRACTOR, in connection therewithform and substance satisfactory to the BANK, or (ii) any errors, omissions, inconsistencies or other defects of any nature in the Plans exercise of its reasonable discretion, setting forth the names, addresses and Specificationsamounts due or to become due, as well as the amounts previously paid, to every SUBCONTRACTOR. (e) There 4.2.6 No PERMIT necessary for the construction of the PROJECT shall have been no material adverse change in the financial condition of the IDC revoked or the Industrial Occupant from that disclosed in financial statements heretofore delivered issuance thereof subjected to and approved by PIDA. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or the construction or operation of the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by challenge before any court or other body issuing such permit governmental authority having or otherwise having jurisdictionasserting jurisdiction as to the PROJECT. 4.2.7 The parties intend that the EXPANSION LOAN is available to fund a portion of the total cost of the PROJECT, PIDA may refuse including all other approved expenses as set forth in the final version of the Sources and Uses of Funds document furnished to make further BANK by BORROWER prior to Closing, not exceeding $46,300,000.00. No advances or disbursements under this Agreement until the matter is resolved EXPANSION LOAN shall exceed such levels, unless BANK consents in writing to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of Default hereunderthe same.

Conditions Precedent to All Disbursements. The Notwithstanding anything in this Agreement to the contrary, the TIFIA Lender shall have no obligation of PIDA to make the initial any disbursement of the loan proceeds of the Loan to the IDC and the Industrial Occupant and to make Borrower until each subsequent disbursement thereof is subject to the satisfaction of the following conditions precedent at has been satisfied or waived in writing by the XXXXX Xxxxxx: (i) With respect to any disbursement occurring sixty (60) days or more after the Effective Date, the Borrower shall have provided the Financial Plan, or the most recent update thereto, in each case in accordance with Section 21(a) (Financial Plan), which Financial Plan (or update thereto) reflects that amortization of the principal amount of any Senior Obligations and any Junior Obligations does not commence before the Debt Service Payment Commencement Date. (ii) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have delivered to the TIFIA Lender certified, complete and fully executed copies of any Indenture Documents entered into after the Effective Date. (iii) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided certified copies of (A) all Principal Project Contracts and all Additional Project Contracts requested by the TIFIA Lender pursuant to Section 15(b) (Copies of Documents) or Section 16(e) (Additional Project Contracts) (including, in each case, any amendment, modification or supplement thereto) entered into after the Effective Date and (B) any new Intra-Agency Agreement or any amendment, modification or supplement to a previously existing Inter Agency Agreement, in each case entered into after the Effective Date. (iv) The Borrower shall have demonstrated to the XXXXX Xxxxxx’s satisfaction that all Governmental Approvals necessary as of the time of each such disbursement: (a) The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance applicable disbursement for the development, construction, operation and maintenance of the Commitment Project and the I-25N Express Lanes have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; issued and the Mortgage, the waivers of liens are in full force and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public officeeffect. (bv) Each and all of the representations insurance policies obtained by the Borrower, CDOT and warranties any applicable Principal Project Party in satisfaction of the IDC conditions in Section 12(a)(xx) (Conditions Precedent to Effectiveness) is in full force and the Industrial Occupant set forth in Articles IV and V hereof, respectivelyeffect, and in any no notice of termination thereof has been issued by the other Loan Documents, shall be true and correct in all respects, as though separately and independently made on and as of the date of each such disbursementapplicable insurance provider. (cvi) There shall be At the time of, and immediately after giving effect to, any disbursement of TIFIA Loan proceeds then currently requested, (A) no Event of Default hereunder or event of default under any of the Loan Documents or any other Related Document and (B) no event whichthat, with the giving of notice or the passage of time or the giving of notice, or both, could would constitute an event of default under any of the Loan Documents. (d) All disbursements made hereunder shall be disbursed by PIDA as the work progresses pursuant to the Cost Affidavit with supporting invoices signed by the IDC’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDA, except to the extent that the facts actually are as so represented when so approved, nor shall such approval give rise to, any liability or responsibility relating to (i) the quality of the work, the quantity of the work, the rate of progress in completion of the work, or the sufficiency of materials or labor being supplied in connection therewith, or (ii) any errors, omissions, inconsistencies or other defects of any nature in the Plans and Specifications. (e) There shall have been no material adverse change in the financial condition of the IDC or the Industrial Occupant from that disclosed in financial statements heretofore delivered to and approved by PIDA. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or the construction or operation of the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by any court or other body issuing such permit or otherwise having jurisdiction, PIDA may refuse to make further disbursements under this Agreement until the matter is resolved to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or event of default under any Related Document, in each case, shall have occurred and be continuing. (vii) The representations and warranties of the Borrower set forth in this Agreement (including Section 13 (Representations and Warranties of Borrower)) and in each other Related Document and the representations and warranties of CDOT set forth in the CDOT Direct Agreement shall, in each case, be true, correct, and complete as of each date on which any disbursement of the TIFIA Loan is made, except to the extent such revocationrepresentations and warranties expressly relate to an earlier date (in which case, rescission, suspensionsuch representations and warranties shall be true and correct as of such earlier date). (viii) No Material Adverse Effect, or material adverse effect any event or condition that could reasonably be expected to result in a Material Adverse Effect, shall have occurred and be continuing since the date the Borrower submitted the Application to the TIFIA Lender. (ix) The Borrower shall have delivered to the TIFIA Lender a Requisition that complies with the provisions of Section 4 (Disbursement Conditions), and such Requisition has not been expressly denied by the XXXXX Xxxxxx. (x) The Borrower shall have paid in full all invoices received from the XXXXX Xxxxxx (or by advisors to the TIFIA Lender that have direct billing arrangements with the Borrower) as of the date of disbursement of the TIFIA Loan, for the reasonable fees and expenses of the XXXXX Xxxxxx’s counsel and advisors and any auditors or other consultants employed by the TIFIA Lender for the purposes hereof (such reasonableness to be determined in accordance with Part 31 of the Federal Acquisition Regulation). (xi) The Borrower shall have demonstrated to the XXXXX Xxxxxx’s satisfaction that the funds described in the Financial Plan most recently submitted to the TIFIA Lender as being available to pay for Project costs will be sufficient to complete the Project and no facts or circumstances have arisen that would comprise an Event reasonably be likely to cause such amounts reflected in such Financial Plan not to be available as and when needed to pay such costs. (xii) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided to the TIFIA Lender certified, complete and fully executed copies of Default hereundereach performance security instrument delivered to or by the Borrower pursuant to any Principal Project Contract as of the date of disbursement of the TIFIA Loan, each of which performance security instruments shall be (A) in compliance with the requirements for such performance security pursuant to the applicable Principal Project Contract, and (B) in full force and effect. (xiii) The Borrower shall have provided the TIFIA Lender with evidence satisfactory to the TIFIA Lender that, as of the date of disbursement of the TIFIA Loan, as required pursuant to § 603(b)(9) of the Act, the total federal assistance provided to the Project, including the maximum principal amount of the TIFIA Loan (excluding any interest that is capitalized in accordance with the terms hereof), does not exceed eighty percent (80%) of

Conditions Precedent to All Disbursements. The obligation of PIDA to make the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and BANK to make each subsequent disbursement thereof is under the CONSTRUCTION LOAN (including the initial disbursement) shall be subject to the satisfaction of the following further conditions precedent at that on the time date of each such disbursement: (a) 4.2.1 The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance of the Commitment have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; and the Mortgage, the waivers of liens and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public office. (b) Each and all of the representations and warranties contained in Section 5 of the IDC and the Industrial Occupant set forth in Articles IV and V hereof, respectively, and in any of the other Loan Documents, shall be true and this AGREEMENT are correct in all respects, as though separately and independently made on and as of the date of each such disbursement. (c) There shall be no event of default under any of the Loan Documents or any event which, with the passage of time or the giving of notice, or both, could constitute an event of default under any of the Loan Documents. (d) All disbursements disbursement as though made hereunder shall be disbursed by PIDA on and as the work progresses pursuant to the Cost Affidavit with supporting invoices signed by the IDC’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDAdate, except to the extent that such representations and warranties relate solely to an earlier date and except to the facts actually are as so represented when so approvedextent of changes permitted under the terms of this AGREEMENT. 4.2.2 No event has occurred and is continuing, nor or would result from such disbursement, which constitutes an EVENT OF DEFAULT. 4.2.3 No determination shall such approval give rise to, any liability or responsibility relating to (i) have been made by the quality BANK that the undisbursed amount of the work, CONSTRUCTION LOAN is less than the quantity amount required to pay all costs and expenses of any kind which reasonably may be anticipated in connection with the work, the rate of progress in completion of the workPROJECT; or, or if such a determination has been made and notice thereof sent to the sufficiency BORROWER in accordance with this AGREEMENT, the BORROWER shall have deposited the necessary funds with the BANK in accordance with the Section 3.6 of materials or labor being supplied this AGREEMENT. 4.2.4 The disbursement requirements of Section 3 of this AGREEMENT have been satisfied. 4.2.5 If required by the BANK, the BANK shall be furnished with a statement from the BORROWER and the DESIGN-BUILDER, in connection therewithform and substance satisfactory to the BANK, or (ii) any errors, omissions, inconsistencies or other defects of any nature in the Plans exercise of its reasonable discretion, setting forth the names, addresses and Specificationsamounts due or to become due, as well as the amounts previously paid, to every SUBCONTRACTOR whose charges exceed $2,000.00. (e) There 4.2.6 No PERMIT necessary for the construction of the PROJECT shall have been no material adverse change in the financial condition of the IDC revoked or the Industrial Occupant from that disclosed in financial statements heretofore delivered issuance thereof subjected to and approved by PIDA. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or the construction or operation of the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by challenge before any court or other body issuing such permit governmental authority having or otherwise having jurisdictionasserting jurisdiction as to the PROJECT. 4.2.7 The parties intend that the CONSTRUCTION LOAN is available to fund the lesser of fifty-eight (58%) percent of the total cost of the PROJECT, PIDA may refuse including all other approved expenses as set forth in the final version of the Sources and Uses of Funds document furnished to make further BANK by BORROWER prior to CLOSING, or $55,211,740.00. No advances or disbursements under this Agreement until the matter is resolved CONSTRUCTION LOAN shall exceed such levels, unless BANK consents in writing to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of Default hereunderthe same.

Conditions Precedent to All Disbursements. The Notwithstanding anything in this Agreement to the contrary, the TIFIA Lender shall have no obligation of PIDA to make any disbursement of loan proceeds to the Borrower (including the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and to make hereunder) until each subsequent disbursement thereof is subject to the satisfaction of the following conditions precedent at has been satisfied or waived in writing by the TIFIA Lender: [The Borrower shall have provided to the TIFIA Lender evidence satisfactory to the TIFIA Lender that prior thereto, or simultaneously therewith, a disbursement of Senior Obligation proceeds has occurred such that as of such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest that is capitalized in accordance with the terms hereof) shall not exceed [___] percent ([__]%) of the total amount of reasonably anticipated Eligible Project Costs.]98 With respect to any disbursement occurring sixty (60) days or more after the Effective Date, the Borrower shall have provided the Financial Plan, or the most recent update thereto, in each case in accordance with Section 22(a) (Financial Plan), which Financial Plan (or update thereto) reflects that amortization of the principal amount of any Senior Obligations does not commence before the Debt Service Payment Commencement Date. To the extent not previously delivered to the TIFIA Lender, the Borrower shall have delivered to the TIFIA Lender certified, complete and fully executed copies of any Indenture Documents entered into after the Effective Date. To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided certified copies of all Principal Project Contracts and all Additional Project Contracts requested by the TIFIA Lender pursuant to Section 16(b) (Copies of Documents) or Section 17(e) (Additional Project Contracts) (including, in each case, any amendment, modification or supplement thereto) entered into after the Effective Date. The Borrower shall have demonstrated to the TIFIA Lender’s satisfaction that all Governmental Approvals necessary as of the time of each such disbursement: (a) The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance applicable disbursement for the development, construction, operation and maintenance of the Commitment Project have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; issued and the Mortgage, the waivers of liens are in full force and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public office. (b) effect.99 Each and all of the representations insurance policies obtained by the Borrower and warranties by any applicable Principal Project Party in satisfaction of the IDC conditions in Section 13(a)(xviii) (Conditions Precedent to Effectiveness) is in full force and the Industrial Occupant set forth in Articles IV and V hereof, respectivelyeffect, and in no notice of termination thereof has been issued by the applicable insurance provider.100 At the time of, and immediately after giving effect to, any disbursement of the other TIFIA Loan Documentsproceeds then currently requested, shall be true and correct in all respects, as though separately and independently made on and as (A) no Event of the date of each such disbursement. (c) There shall be no Default hereunder or event of default under any of the Loan Documents or any other Related Document and (B) no event whichthat, with the giving of notice or the passage of time or the giving of notice, or both, could would constitute an event of default under any of the Loan Documents. (d) All disbursements made hereunder shall be disbursed by PIDA as the work progresses pursuant to the Cost Affidavit with supporting invoices signed by the IDC’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDA, except to the extent that the facts actually are as so represented when so approved, nor shall such approval give rise to, any liability or responsibility relating to (i) the quality of the work, the quantity of the work, the rate of progress in completion of the work, or the sufficiency of materials or labor being supplied in connection therewith, or (ii) any errors, omissions, inconsistencies or other defects of any nature in the Plans and Specifications. (e) There shall have been no material adverse change in the financial condition of the IDC or the Industrial Occupant from that disclosed in financial statements heretofore delivered to and approved by PIDA. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or the construction or operation of the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by any court or other body issuing such permit or otherwise having jurisdiction, PIDA may refuse to make further disbursements under this Agreement until the matter is resolved to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or event of default under any Related Document, in each case, shall have occurred and be continuing. To the extent necessary to make the corresponding representations and warranties true, correct and complete as of the date of any disbursement of loan proceeds hereunder, the Borrower shall have delivered an updated version of Schedule 14.1(u), in form and substance satisfactory to the TIFIA Lender in its sole discretion. The representations and warranties of the Borrower set forth in this Agreement (including Section 14 (Representations and Warranties of Borrower)) and in each other Related Document shall be true, correct, and complete as of each date on which any disbursement of the TIFIA Loan is made, except to the extent such revocationrepresentations and warranties expressly relate to an earlier date (in which case, rescission, suspensionsuch representations and warranties shall be true and correct as of such earlier date). No Material Adverse Effect, or material adverse effect would comprise an Event any event or condition that could reasonably be expected to result in a Material Adverse Effect, shall have occurred and be continuing since the date the Borrower submitted the Application to the TIFIA Lender. The Borrower shall have delivered to the TIFIA Lender a Requisition that complies with the provisions of Default hereunderSection 4 (Disbursement Conditions), and the TIFIA Lender shall have approved (or be deemed to have approved in accordance with Section 4(b) (Disbursement Conditions)) such Requisition. The Borrower shall have paid in full all invoices received from the TIFIA Lender as of the date of disbursement of the TIFIA Loan, for the reasonable fees and expenses of the TIFIA Lender’s counsel and financial advisors and any auditors or other consultants employed by the TIFIA Lender for the purposes hereof (such reasonableness to be determined in accordance with Part 31 of the Federal Acquisition Regulation). To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided to the TIFIA Lender certified, complete and fully executed copies of each performance security instrument delivered to or by the Borrower pursuant to any Principal Project Contract as of the date of disbursement of the TIFIA Loan, each of which performance security instruments shall be (A) in compliance with the requirements for such performance security pursuant to the applicable Principal Project Contract, and (B) in full force and effect.

Conditions Precedent to All Disbursements. The Notwithstanding anything in this Agreement to the contrary, the TIFIA Lender shall have no obligation of PIDA to make any disbursement of loan proceeds to the Borrower (including the initial disbursement hereunder) until each of the following conditions precedent has been satisfied or waived in writing by the XXXXX Xxxxxx: (i) Solely with respect to the initial disbursement under the TIFIA Loan, the Borrower shall have delivered a payoff and release letter, in form and substance reasonably satisfactory to the TIFIA Lender and executed by TAMC, providing that upon receipt of the proceeds of the initial disbursement under the TIFIA Loan in the amount requested by the Borrower in the applicable Requisition, the TAMC Loan shall be terminated for all purposes of the TAMC Loan Agreement and any Other Financing Documents and that the Borrower shall have no further right or ability to borrow any amounts in respect of the TAMC Loan. The Borrower shall provide to the IDC and TIFIA Lender confirmation of TAMC's receipt of the Industrial Occupant and proceeds of the initial disbursement under the TIFIA Loan on the same date as such receipt. (ii) With respect to make any disbursement occurring sixty (60) days or more after the Effective Date, the Borrower shall have provided the Financial Plan, or the most recent update thereto, in each subsequent disbursement thereof is subject case in accordance with Section 21(a) (Financial Plan). (iii) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have delivered to the TIFIA Lender certified, complete and fully executed copies of any Other Financing Document, including any amendment, modification or supplement thereto, entered into after the Effective Date. (iv) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided certified copies of all Construction-Related Contracts, including any amendment, modification or supplement thereto and related performance security instrument, entered into after the Effective Date. (v) The Borrower shall have demonstrated to the XXXXX Xxxxxx’s satisfaction that all Governmental Approvals necessary as of the time of the applicable disbursement for the development, construction, operation and maintenance of the Project have been issued and are in full force and effect. (vi) Each of the insurance policies obtained and other insurance arrangements maintained by the Borrower or the Construction-Related Contract Parties in satisfaction of the following conditions precedent at in Section 12(a)(xvii) (Conditions Precedent to Effectiveness) is in full force and effect, and no notice of termination thereof has been issued by the time of each such disbursement: (a) The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance of the Commitment have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; and the Mortgage, the waivers of liens and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public officeapplicable insurance provider. (bvii) Each At the time of, and all immediately after giving effect to, any disbursement of TIFIA Loan proceeds then currently requested, (A) no Default or Event of Default hereunder, and no event of default (howsoever described or designated) under any other Related Document shall have occurred and be continuing, and (B) no event or condition that, with the giving of notice, the passage of time, or both, would constitute an event of default (howsoever described or designated) of the Borrower under any other Related Document, in each case, shall have occurred and be continuing. (viii) The representations and warranties of the IDC and the Industrial Occupant Borrower set forth in Articles IV this Agreement (including Section 13 (Representations and V hereofWarranties of Borrower)) and in each other Related Document shall be true, respectivelycorrect, and in complete as of each date on which any disbursement of the other TIFIA Loan Documentsis made, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct in all respects, as though separately and independently made on and as of the date of each such disbursementearlier date). (cix) There shall be no event of default under any of the Loan Documents No Material Adverse Effect, or any event whichor condition that could reasonably be expected to result in a Material Adverse Effect, with shall have occurred and be continuing since the passage of time or date the giving of notice, or both, could constitute an event of default under any of Borrower submitted the Loan DocumentsApplication to the TIFIA Lender. (dx) All disbursements made hereunder The Borrower shall be disbursed by PIDA as the work progresses pursuant have delivered to the Cost Affidavit TIFIA Lender a Requisition and any additional required documentation, in each case, that complies with supporting invoices signed by the IDC’s provisions of Section 4 (Disbursement Conditions), and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDA, except to the extent that the facts actually are as so represented when so approved, nor shall such approval give rise to, any liability or responsibility relating to (i) the quality of the work, the quantity of the work, the rate of progress in completion of the work, or the sufficiency of materials or labor being supplied in connection therewith, or (ii) any errors, omissions, inconsistencies or other defects of any nature in the Plans and Specifications. (e) There TIFIA Lender shall have been no material adverse change approved (or be deemed to have approved in the financial condition of the IDC or the Industrial Occupant from that disclosed in financial statements heretofore delivered to and approved by PIDAaccordance with Section 4(b) (Disbursement Conditions)) such Requisition. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or the construction or operation of the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by any court or other body issuing such permit or otherwise having jurisdiction, PIDA may refuse to make further disbursements under this Agreement until the matter is resolved to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of Default hereunder.

Conditions Precedent to All Disbursements. The obligation of PIDA to make the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and BANK to make each subsequent disbursement thereof is under the CONSTRUCTION LOAN (including the initial disbursement) shall be subject to the satisfaction of the following further conditions precedent at that on the time date of each such disbursement: (a) 4.2.1 The closing requirements transmitted by PIDA’s counsel to the IDC’s counsel following issuance of the Commitment have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; and the Mortgage, the waivers of liens and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public office. (b) Each and all of the representations and warranties contained in Section 5 of the IDC and the Industrial Occupant set forth in Articles IV and V hereof, respectively, and in any of the other Loan Documents, shall be true and this AGREEMENT are correct in all respects, as though separately and independently made on and as of the date of each such disbursement. (c) There shall be no event of default under any of the Loan Documents or any event which, with the passage of time or the giving of notice, or both, could constitute an event of default under any of the Loan Documents. (d) All disbursements disbursement as though made hereunder shall be disbursed by PIDA on and as the work progresses pursuant to the Cost Affidavit with supporting invoices signed by the IDC’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance of the work or materials, nor be binding upon PIDAdate, except to the extent that such representations and warranties relate solely to an earlier date. 4.2.2 No event has occurred and is continuing, or would result from such disbursement, which constitutes an EVENT OF DEFAULT. 4.2.3 No determination shall have been made by the facts actually are as so represented when so approved, nor shall such approval give rise to, any liability or responsibility relating to (i) BANK that the quality undisbursed amount of the work, CONSTRUCTION LOAN is less than the quantity amount required to pay all costs and expenses of any kind which reasonably may be anticipated in connection with the work, the rate of progress in completion of the workPROJECT; or, or if such a determination has been made and notice thereof sent to the sufficiency BORROWER in accordance with this AGREEMENT, the BORROWER shall have deposited the necessary funds with the BANK in accordance with the Section 3.6 of materials or labor being supplied this AGREEMENT. 4.2.4 The disbursement requirements of Section 3 of this AGREEMENT have been satisfied. 4.2.5 If required by the BANK, the BANK shall be furnished with a statement from the BORROWER and the GENERAL CONTRACTOR, in connection therewithform and substance satisfactory to the BANK, or (ii) any errors, omissions, inconsistencies or other defects of any nature in the Plans exercise of its reasonable discretion, setting forth the names, addresses and Specificationsamounts due or to become due, as well as the amounts previously paid, to every SUBCONTRACTOR. (e) There 4.2.6 No PERMIT necessary for the construction of the PROJECT shall have been no material adverse change in the financial condition of the IDC revoked or the Industrial Occupant from that disclosed in financial statements heretofore delivered issuance thereof subjected to and approved by PIDA. (f) In no event shall the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereof. (g) In the event any material environmental, building, subdivision, use, zoning or other permits relating to the Premises or the construction or operation of the Project are revoked, rescinded, suspended or materially adversely affected by any preliminary or final injunction or decision by challenge before any court or other body issuing such permit governmental authority having or otherwise having jurisdiction, PIDA may refuse asserting jurisdiction as to make further disbursements under this Agreement until the matter is resolved to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of Default hereunderPROJECT.

Conditions Precedent to All Disbursements. The obligation Lender’s approval of PIDA to make any Disbursement (including the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and to make each subsequent disbursement thereof is Initial Disbursement) shall be further subject to the satisfaction of each of the following conditions precedent at the time of each such disbursement:requested Disbursement:‌ (a) The closing requirements transmitted No Event of Default shall remain uncured and no event shall have occurred or condition exist which, with the giving of notice or the passage of time or both, would constitute an Event of Default, and Lender shall have received a certificate to that effect signed by PIDA’s counsel to the IDC’s counsel following issuance Designated Representative. No Event of Default shall result from the making of the Commitment have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; and the Mortgage, the waivers of liens and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public officeDisbursement. (b) Each and all of the The representations and warranties of the IDC and the Industrial Occupant set forth in Articles IV and V hereof, respectively, and in any of the other Loan Documents, this Agreement shall be true and correct in all respects, as though separately and independently of the date of the Disbursement as if made on and as of the date of each such disbursementdate. (c) There No Material Adverse Occurrence shall have occurred and be no event of default under any continuing on the date of the Loan Documents or any event which, with the passage of time Draw Request or the giving of notice, or both, could constitute an event of default under any date of the Loan DocumentsDisbursement. (d) All disbursements made hereunder No litigation, arbitration or governmental investigation or proceeding shall be disbursed by PIDA as the work progresses pursuant pending, or to the Cost Affidavit with supporting invoices signed knowledge of Borrower threatened, against Borrower or affecting the operations of Borrower which, if determined adversely to Borrower, would constitute a Material Adverse Occurrence. (e) As of the date immediately prior to any requested Disbursement and after giving effect to the requested Disbursement, the Loan will be In-Balance under Section 4.8 and in Lender’s judgment Borrower can finish the Project and pay for it without obtaining additional funds (other than sources of funds identified in the Construction Funds Schedule). (f) Borrower shall have made payment to General Contractor for the amounts covered by all prior Draw Requests. (g) Lender shall have received a conditional waiver of mechanic’s lien and/or materialman’s lien, executed by the IDCGeneral Contractor in the amount of the lienable costs of the Project payable from the requested advance, together with unconditional waivers of mechanic’s lien and/or materialman’s lien executed by General Contractor and each Contractor to which any portion of the Industrial Occupantimmediately preceding advance has been paid. (h) Lender shall have determined in its reasonable discretion, based upon its own inspections or the Project Inspector’s authorized representatives. Each Cost Affidavit inspections or other evidence satisfactory to it, that the Project is being constructed in a good and workmanlike manner by appropriate means in accordance with the Plans and that all required Governmental Agency inspections and approvals have been obtained as and when necessary or desirable. (i) There have been no occurrences which would result in a loss or material reduction in the amount of any of the Credits. (j) Borrower shall be subject have satisfied all of the terms and conditions of this Agreement. (k) Lender shall have received a Draw Request, together with all documentation required by Section 4.7, and copies of the Draw Request shall have been delivered to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not constitute an approval or acceptance Project Inspector. (l) All proceeds of the work or materials, nor be binding upon PIDA, except Subordinate Loan shall have been disbursed to the extent that funding is required pursuant to the facts actually Construction Funds Schedule to pay Project Costs set forth on the Budget. (m) All amounts then due and owing in respect of the Capital Contributions required to be made in accordance with the Partnership Agreement on or prior to the date of the requested Disbursement shall have been paid or otherwise provided for to the reasonable satisfaction of Lender. (n) Lender shall have received a report from its Project Inspector approving the subject Draw Request in form and substance satisfactory to Lender. (o) Lender shall have received prior to each Disbursement, a current ALTA Endorsement No. 122 (Downdate Endorsement) to the Title Policy or such other documentation acceptable to Lender as may be required for the Title Company to issue an endorsement to and continuation of the Title Policy covering the amount of the requested Advance, and all Advances made to date, reflecting there have been no mechanics’ or materialman’s liens filed since the date of the issuance of the Title Policy, and updating the effective date of the Title Policy to the relevant Advance date. All endorsements must be satisfactory to Lender and are as so represented when so approvedat the sole cost and expense of Borrower. (p) Neither the Project, the Improvements, to the extent then constructed, nor any part thereof shall such approval give rise tohave been materially damaged, destroyed, condemned or threatened with condemnation until the Restoration Conditions have been satisfied. (q) No order or notice shall have been made by, or received by, Borrower from any liability Governmental Agency stating that the construction is or responsibility relating will be in violation of any Requirements of Law affecting the Project. (r) No Lien for work or services performed in or on the Project or materials or equipment delivered thereto shall have been recorded against the Project or delivered to Borrower, Title Company or Lender, unless Borrower shall have (i) paid and discharged the quality of the work, the quantity of the work, the rate of progress in completion of the work, or the sufficiency of materials or labor being supplied in connection therewithsame, or (ii) any errors, omissions, inconsistencies or other defects effected the release thereof by delivering to Lender a surety bond complying with the applicable Laws for release of any nature in the Plans and Specificationssuch Lien. (es) There Prior to any Disbursement other than the Initial Disbursement, Borrower shall have been no material adverse change in the financial condition of the IDC or the Industrial Occupant from that disclosed in financial statements heretofore delivered to Lender the final building permit for the Project (and approved by PIDAsuch permit shall remain in full force and effect). (ft) In no event Borrower shall the Loan be in excess of $2,000,000 or 50% have delivered to Lender (i) a copy of the Cost, whichever is less. If, upon final determination of Draw Request countersigned by the Cost by PIDA there is such an excess, City to evidence the entire amount City’s approval of such excess shall be repaid Draw Request, and (ii) evidence satisfactory to PIDA by Lender that the IDC and/or the Industrial Occupant within thirty (30) days City has or, concurrently with Lender’s disbursement will, disburse its pro rata share of notice thereofsuch Draw Request. (gu) In Prior to the event commencement of work under, and the Disbursement for any material environmental, building, subdivision, use, zoning or other permits Project Cost relating to the Premises or the construction or operation work performed by any subcontractor under, one of the Project are revokedfive (5) largest contracts (i.e., rescindedthe subcontracts for (which list may be updated with other subcontracts approved by Lender, suspended in its sole discretion)), Borrower shall have delivered to Lender a payment and performance bond for such subcontract, issued by a surety licensed to do business in the State of California, and otherwise approved by Lender, in a penal sum equal to the total amount payable under the applicable subcontract, naming Lender as “co-obligee”, and otherwise in form and content approved by Lender. Such payment and performance bonds described in the foregoing sentence shall be delivered to Lender on or materially adversely affected by any preliminary or final injunction or decision by any court or other body issuing such permit or otherwise having jurisdiction, PIDA may refuse to make further disbursements before under this Agreement until the matter is resolved to PIDA’s reasonable satisfaction, whether or not PIDA has declared an Event of Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of Default hereunderapplicable subcontract.

Conditions Precedent to All Disbursements. The obligation U.S. Bank’s approval of PIDA to make any Disbursement (including the initial disbursement of the proceeds of the Loan to the IDC and the Industrial Occupant and to make each subsequent disbursement thereof is Initial Disbursement) shall be further subject to the satisfaction of each of the following conditions precedent at the time of each such disbursementrequested Disbursement: (a) The closing requirements transmitted No Event of Default shall be continuing and no event shall have occurred or condition exist which, with the giving of notice or the passage of time or both, would constitute an Event of Default, and Xxxxxx shall have received a certificate to that effect signed by PIDA’s counsel to the IDC’s counsel following issuance Designated Representative. No Event of Default shall result from the making of the Commitment have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to PIDA; and the Mortgage, the waivers of liens and any other document requested to be recorded by PIDA shall have been duly acknowledged and delivered for recording in the appropriate public officeDisbursement. (b) Each and all of the The representations and warranties of the IDC and the Industrial Occupant set forth in Articles IV and V hereof, respectively, and in any of the other Loan Documents, this Agreement shall be true and correct in all respects, as though separately and independently of the date of the Disbursement as if made on and as of the date of each such disbursementdate. (c) There No Material Adverse Occurrence shall have occurred and be no event of default under any continuing on the date of the Loan Documents or any event which, with the passage of time Draw Request or the giving of notice, or both, could constitute an event of default under any date of the Loan DocumentsDisbursement. (d) All disbursements made hereunder No litigation, arbitration or governmental investigation or proceeding shall be disbursed by PIDA as the work progresses pursuant pending, or to the Cost Affidavit with supporting invoices signed by knowledge of Borrower threatened, against Borrower or affecting the IDC’s and the Industrial Occupant’s authorized representatives. Each Cost Affidavit shall be subject operations of Borrower which, if determined adversely to the approval of PIDA but the approval of such Cost Affidavit by PIDA shall not Borrower, would constitute an approval or acceptance of the work or materials, nor be binding upon PIDA, except to the extent that the facts actually are as so represented when so approved, nor shall such approval give rise to, any liability or responsibility relating to (i) the quality of the work, the quantity of the work, the rate of progress in completion of the work, or the sufficiency of materials or labor being supplied in connection therewith, or (ii) any errors, omissions, inconsistencies or other defects of any nature in the Plans and Specificationsa Material Adverse Occurrence. (e) There shall have been no material adverse change As of the date immediately prior to any requested Disbursement and after giving effect to the requested Disbursement, the Loan will be In-Balance under Section 4.8 and in Xxxxxx’s judgment Borrower can finish the Project and pay for it without obtaining additional funds (other than sources of funds identified in the financial condition of the IDC or the Industrial Occupant from that disclosed in financial statements heretofore delivered to and approved by PIDAConstruction Funds Schedule). (f) In no event Borrower shall have made payment to General Contractor for the Loan be in excess of $2,000,000 or 50% of the Cost, whichever is less. If, upon final determination of the Cost amounts covered by PIDA there is such an excess, the entire amount of such excess shall be repaid to PIDA by the IDC and/or the Industrial Occupant within thirty (30) days of notice thereofall prior Draw Requests. (g) In Lender shall have received the event any material environmentalTitle Policy within 30 days of the Closing Date. (h) Lender and the Title Company shall have received a conditional waiver of mechanic’s lien and/or materialman’s lien, building, subdivision, use, zoning or other permits relating to executed by the Premises or General Contractor in the construction or operation amount of the lienable costs of the Project are revokedpayable from the requested advance, rescindedtogether with unconditional waivers of mechanic’s lien and/or materialman’s lien executed by General Contractor and each General Contractor to which any portion of the immediately preceding advance has been paid. (i) Lender shall have determined in its reasonable discretion, suspended based upon its own inspections or materially adversely affected by any preliminary or final injunction or decision by any court the Project Inspector’s inspections or other body issuing such permit evidence satisfactory to it, that the Project is being constructed in a good and workmanlike manner by appropriate means in accordance with the Plans and that all required Governmental Agency inspections and approvals have been obtained as and when necessary or desirable. (j) There have been no occurrences which would result in a loss or material reduction in the amount of any of the Credits. (k) Borrower shall have satisfied all of the terms and conditions of this Agreement. (l) Lender shall have received a Draw Request, together with all documentation required by Section 4.7, and copies of the Draw Request shall have been delivered to the Project Inspector. (m) All proceeds of the Subordinate Loans shall have been disbursed to Borrower to the extent that funding is required pursuant to the Construction Funds Schedule, which Subordinate Loans shall be deposited in the Bank-Controlled Account and be disbursed in accordance with this Agreement. (n) All amounts then due and owing in respect of the Capital Contributions required to be made pursuant to, and in accordance with, the Partnership Agreement on or prior to the date of the requested Disbursement shall have been paid or otherwise having jurisdictionprovided for to the reasonable satisfaction of Lender. (o) Lender shall have received a report from its Project Inspector approving the subject Draw Request in form and substance satisfactory to Lender. (p) Lender shall have received prior to each Disbursement, PIDA a current ALTA Endorsement No. 122 (Downdate Endorsement) to the Title Policy or such other documentation acceptable to Lender as may refuse be required for the Title Company to make further disbursements under this Agreement issue an endorsement to and continuation of the Title Policy covering the amount of the requested Advance, and all Advances made to date, reflecting there have been no mechanics’ or materialman’s liens filed since the date of the issuance of the Title Policy, and updating the effective date of the Title Policy to the relevant Advance date. All endorsements must be satisfactory to Lender and are at the sole cost and expense of Borrower. (q) Neither the Project, the Improvements, to the extent then constructed, nor any part thereof shall have been materially damaged, destroyed, condemned or threatened with condemnation until the matter Restoration Conditions have been satisfied. (r) No order or notice shall have been made by, or received by, Borrower from any Governmental Agency stating that the construction is or will be in violation of any Requirements of Law affecting the Project. (s) No Lien or notice of intent to file a Lien for work or services performed in or on the Project or materials or equipment delivered thereto shall have been recorded against the Project or delivered to Borrower, Title Company or Lender, unless the Lien(s) are bonded over or otherwise resolved to PIDA’s reasonable satisfaction, whether or not PIDA the satisfaction of Lender. (t) [As a condition to the approval of a Disbursement for any Environmental Remediation: (i) Borrower shall have completed the remediation work for which a Disbursement is requested in accordance with the Environmental Reports (the “Environmental Remediation”); (ii) Borrower shall have provided evidence of the Environmental Remediation for which a Disbursement is requested to Lender; (iii) Borrower shall have obtained any necessary approvals from Governmental Agencies with respect to the Environmental Remediation described in the Draw Request; and (iv) Xxxxxx has declared an Event accepted the evidence of Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of Default hereunderEnvironmental Remediation.]