Common use of Conditions Precedent to All Disbursements Clause in Contracts

Conditions Precedent to All Disbursements. Ex-Im Bank’s obligation to make each Disbursement, including the initial Disbursement, is subject to the 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 initial Disbursement, a completed Letter of Direction in the form of Exhibit E) specifying the amount, date and wire instructions of Borrower for each Disbursement; ii. the representations and warranties in this Agreement shall be true, correct and complete in all material respects on the date of each Disbursement and no Event of Default shall have occurred and be continuing, or result from such Disbursement. Each Disbursement Request Form (and, in the case of the initial Disbursement, the Letter of Direction) shall 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 material adverse deviation by Borrower from the Application.

Conditions Precedent to All Disbursements. Ex-Im Bank’s 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 Disbursement, including the initial Disbursement, subsequent disbursement thereof is subject to the satisfaction of the following conditions precedentprecedent at the time of each such disbursement: i. receipt (a) The closing requirements transmitted by Ex-Im Bank PIDA’s counsel to the IDC’s counsel following issuance of a completed Disbursement Request Form 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 form appropriate public office. (b) Each and all of Exhibit C (or, in the case of the initial Disbursement, a completed Letter of Direction in the form of Exhibit E) specifying the amount, date and wire instructions of Borrower for each Disbursement; ii. the representations and warranties of the IDC and the Industrial Occupant set forth in this Agreement Articles IV and V hereof, respectively, and in any of the other Loan Documents, shall be true, true and correct and complete in all material respects respects, as though separately and independently made on and as of the date of each Disbursement 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 shall have occurred and be continuinghereunder or such revocation, rescission, suspension, or result from such Disbursement. Each Disbursement Request Form (and, in the case of the initial Disbursement, the Letter of Direction) shall 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 material adverse deviation by Borrower from the Applicationeffect would comprise an Event of Default hereunder.

Conditions Precedent to All Disbursements. Ex-Im Bank’s Notwithstanding anything in this Agreement to the contrary, the TIFIA Lender shall have no obligation to make each Disbursement, any disbursement of loan proceeds to the Borrower (including the initial Disbursement, is subject to disbursement hereunder) until each of the following conditions precedent:precedent has been satisfied or waived in writing by the XXXXX Xxxxxx:‌ i. receipt by Ex-Im Bank of a completed Disbursement Request Form (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 of Exhibit C and substance satisfactory to the TIFIA Lender. (or, in iii) The Borrower shall have demonstrated to the case XXXXX Xxxxxx’s satisfaction that all Governmental Approvals necessary as of the initial Disbursementtime of the applicable disbursement for the development, construction, operation and maintenance of the Project have been issued and are in full force and effect. (iv) The Borrower shall have provided to the XXXXX Xxxxxx a completed Letter certificate, executed by the Borrower’s Authorized Representative, certifying that each of Direction the insurance policies required to be obtained by the Borrower and each Principal Project Party pursuant to Section 15(f) (Insurance) is in the form of Exhibit E) specifying the amountfull force and effect, date and wire instructions of Borrower for each Disbursement; ii. the representations and warranties in this Agreement shall be true, correct and complete in all material respects on the date of each Disbursement 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 result from such Disbursement. Each Disbursement Request Form condition that, with the giving of notice, the passage of time, or both, would constitute an event of default (andhowsoever described or designated) of the Borrower under any other Related Document, in each case, shall have occurred and be continuing. (vi) To the case of extent necessary to make the initial Disbursement, the Letter of Direction) shall constitute Borrower’s representation and warranty on that date that 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 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)each case, 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 TIFIA Lender in favor of Ex-Im Bank; and iv. in Ex-Im Bank’s its sole discretion. (vii) The representations and warranties of the Borrower set forth in this Agreement shall be true and correct as of each date on which any disbursement of the TIFIA Loan is made, there has not been any 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 material adverse deviation 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 invoices received from the ApplicationXXXXX Xxxxxx (or from advisors to the XXXXX Xxxxxx 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 incurred in connection with the Project, this Agreement, and the TIFIA Loan Documents (such reasonableness to be determined in accordance with Part 31 of the Federal Acquisition Regulation). (xii) The Borrower shall have demonstrated to the XXXXX Xxxxxx’s satisfaction that the funds forecasted to be available under the Base Case Financial Model then in effect will be sufficient to pay Total Project Costs and other amounts necessary to achieve Substantial Completion.

Conditions Precedent to All Disbursements. Ex-Im U.S. Bank’s obligation to make each Disbursement, approval of any Disbursement (including the initial Initial Disbursement, is ) shall be further subject to the satisfaction of each of the following conditions precedentat the time of each requested Disbursement: i. receipt (a) 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 Ex-Im Bank the Designated Representative. No Event of a completed Disbursement Request Form in Default shall result from the form of Exhibit C (or, in the case making of the initial Disbursement, a completed Letter of Direction in the form of Exhibit E. (b) specifying the amount, date and wire instructions of Borrower for each Disbursement; ii. the The representations and warranties set forth in this Agreement shall be true, true and correct and complete in all material respects on as of the date of each the Disbursement as if made on and no Event as of Default such date. (c) No Material Adverse Occurrence shall have occurred and be continuingcontinuing on the date of the Draw Request or the date of the Disbursement. (d) No litigation, arbitration or governmental investigation or proceeding shall be pending, or result from such Disbursement. Each Disbursement Request Form to the knowledge of Borrower threatened, against Borrower or affecting the operations of Borrower which, if determined adversely to Borrower, would constitute a Material Adverse Occurrence. (and, in the case e) As of the initial date immediately prior to any requested Disbursement and after giving effect to the requested Disbursement, the Letter 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 Directionfunds identified in the Construction Funds Schedule). (f) Borrower shall constitute Borrowerhave made payment to General Contractor for the amounts covered by all prior Draw Requests. (g) Lender shall have received the Title Policy within 30 days of the Closing Date. (h) Lender and the Title Company shall have received a conditional waiver of mechanic’s representation lien and/or materialman’s lien, executed by the General 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 warranty on that date each General Contractor to which any portion of the immediately preceding advance has been paid. (i) Lender shall have determined in its reasonable discretion, based upon its own inspections or the Project Inspector’s inspections or other evidence satisfactory to it, that the representations Project is being constructed in a good and warranties 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 and on or prior to the Loan Documents remain true, correct and complete in all material respects;date of the requested Disbursement shall have been paid or otherwise provided for to the reasonable satisfaction of Lender. iii. receipt by Ex-Im Bank of irrevocable direction to pay proceeds agreement(s), (o) Lender shall have received a report from its Project Inspector approving the subject Draw Request in form and substance satisfactory to Ex-Im BankLender. (p) Lender shall have received prior to each Disbursement, evidencing 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 at the sole cost and expense of Borrower’s irrevocable direction . (q) Neither the Project, the Improvements, to pay proceedsthe extent then constructed, up to $400,000nor any part thereof shall have been materially damaged, under any letter of credit naming Borrower as a beneficiary which came into existence after destroyed, condemned or threatened with condemnation until the Effective Date Restoration Conditions have been satisfied. (r) No order 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 notice shall have been any Material Adverse Effectmade by, or any material adverse deviation by received by, Borrower from any Governmental Agency stating that the Applicationconstruction 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 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 accepted the evidence of Environmental Remediation.]

Conditions Precedent to All Disbursements. Ex-Im Bank’s The obligation of the Bank to make each Disbursement, disbursement under any Loans (including the initial Disbursement, is disbursement) shall be subject to the following further 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 initial Disbursement, a completed Letter of Direction in the form of Exhibit E) specifying the amount, date and wire instructions of Borrower for each Disbursement; ii. the representations and warranties in this Agreement shall be true, correct and complete in all material respects precedent that on the date of each Disbursement and no Event of Default such disbursement: (a) The Borrower shall have paid costs of the Project in an amount equal to its total equity and all subordinated debt which exists on the date of this Agreement. (b) The representations and warranties contained in Article V of this Agreement are correct on and as of the date of such disbursement as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date and except to the extent of changes permitted under the terms of this Agreement. (c) No event has occurred and be is continuing, or would result from such Disbursement. Each Disbursement Request Form disbursement, which constitutes an Event of Default. (and, in d) No determination shall have been made by the case Bank that the undisbursed amount of the initial DisbursementConstruction Loan is less than the amount required to pay all costs and expenses of any kind which reasonably may be anticipated in connection with the completion of the Project; or, if such a determination has been made and notice thereof sent to the Borrower in accordance with this Agreement, the Letter Borrower shall have deposited the necessary funds with the Bank in accordance with Section 3.06 of Directionthis Agreement. (e) shall constitute Borrower’s representation and warranty on that date that the representations and warranties in The disbursement requirements of Article III of this Agreement have been satisfied. (f) If required by the Bank, the Bank shall be furnished with a statement from the Borrower 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)General Contractor, in form and substance satisfactory to Ex-Im the Bank, evidencing in the Borrower’s irrevocable direction to pay proceeds, up to $400,000, under any letter exercise 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 its reasonable discretion, there has not setting forth the names, addresses and amounts due or to become due, as well as the amounts previously paid, to every Subcontractor. (g) No Permit necessary for the construction of the Project shall have been revoked or the issuance thereof subjected to challenge before any Material Adverse Effectcourt or other governmental authority having or asserting 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, including all other approved expenses as set forth in the final version of the Sources and Uses of Funds document furnished to the Bank by the Borrower prior to the Closing, or any material adverse deviation by $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. (j) The Borrower from shall have entered into and delivered to the ApplicationBank the Swap Contract.

Conditions Precedent to All Disbursements. Ex-Im Bank’s Notwithstanding anything in this Agreement to the contrary, the TIFIA Lender shall have no obligation to make each Disbursement, any disbursement of loan proceeds to the Borrower (including the initial Disbursement, is subject to disbursement hereunder) until each of the following conditions precedentprecedent has been satisfied or waived in writing by the XXXXX Xxxxxx: i. receipt by Ex-Im Bank of (i) Solely with respect to the initial disbursement under the TIFIA Loan, the Borrower shall have delivered a completed Disbursement Request Form in the form of Exhibit C (orpayoff and release letter, in form and substance reasonably satisfactory to the case TIFIA Lender and executed by TAMC, providing that upon receipt of the proceeds of the initial Disbursement, a completed Letter of Direction disbursement under the TIFIA Loan in the form of Exhibit E) specifying amount requested by the amountBorrower in the applicable Requisition, date and wire instructions of Borrower for each Disbursement; ii. the representations and warranties in this Agreement TAMC Loan shall be true, correct terminated for all purposes of the TAMC Loan Agreement and complete any Other Financing Documents and that the Borrower shall have no further right or ability to borrow any amounts in all material respects respect of the TAMC Loan. The Borrower shall provide to the TIFIA Lender confirmation of TAMC's receipt of the proceeds of the initial disbursement under the TIFIA Loan on the same date as such receipt. (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 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 each Disbursement 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 conditions 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 applicable insurance provider. (vii) 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 result from such Disbursement. Each Disbursement Request Form condition that, with the giving of notice, the passage of time, or both, would constitute an event of default (andhowsoever described or designated) of the Borrower under any other Related Document, in the case of the initial Disbursementeach case, the Letter of Directionshall have occurred and be continuing. (viii) shall constitute Borrower’s representation and warranty on that date that the The representations and warranties of the Borrower set forth in this Agreement (including Section 13 (Representations and the Loan Documents remain Warranties of Borrower)) and in each other Related Document shall be true, correct correct, and complete 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 all material respects;which case, such representations and warranties shall be true and correct as of such earlier date). 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 (ix) No Material Adverse Effect, or any material adverse deviation by 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 from submitted the ApplicationApplication to the TIFIA Lender. (x) The Borrower shall have delivered to the TIFIA Lender a Requisition and any additional required documentation, in each case, that complies with the provisions of Section 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.

Conditions Precedent to All Disbursements. Ex-Im Bank’s Notwithstanding anything in this Agreement to the contrary, the TIFIA Lender shall have no obligation to make each Disbursement, any disbursement of loan proceeds to the Borrower (including the initial Disbursement, is subject to disbursement hereunder) until each of the following conditions precedent: i. receipt precedent has been satisfied or waived in writing by Ex-Im Bank 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 a completed Disbursement Request Form 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 form terms hereof) shall not exceed [___] percent ([__]%) of Exhibit C the total amount of reasonably anticipated Eligible Project Costs.]96 With respect to any disbursement occurring sixty (or60) days or more after the Effective Date, the Borrower shall have provided the Financial Plan, or the most recent update thereto, in the each case in accordance with Section 22(a) (Financial Plan), which Financial Plan (or update thereto) reflects that amortization of the initial Disbursementprincipal 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, a completed Letter the Borrower shall have delivered to the TIFIA Lender certified, complete and fully executed copies of Direction 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 form Effective Date. The Borrower shall have demonstrated to the TIFIA Lender’s satisfaction that all Governmental Approvals necessary as of Exhibit Ethe 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.97 Each of the insurance policies obtained by the Borrower and by any applicable Principal Project Party in satisfaction of the conditions in Section 13(a)(xviii) specifying (Insurance) is in full force and effect, and no notice of termination thereof has been issued by the amountapplicable insurance provider.98 At the time of, date and wire instructions immediately after giving effect to, any disbursement of Borrower for each Disbursement; ii. the representations and warranties in this Agreement shall be trueTIFIA Loan proceeds then currently requested, correct and complete in all material respects on the date of each Disbursement and (A) no Event of Default hereunder or event of default under any other Related Document and (B) no event that, with the giving of notice or the passage of time or both, would constitute an Event of Default hereunder or event of default under any Related Document, in each case, shall have occurred and be continuing, or result from such Disbursement. Each Disbursement Request Form (and, in To the case of extent necessary to make the initial Disbursement, the Letter of Direction) shall constitute Borrower’s representation and warranty on that date that the corresponding 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 as of irrevocable direction to pay the date of any disbursement of loan proceeds agreement(shereunder, the Borrower shall have delivered an updated version of Schedule 14.1(u), 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 TIFIA Lender in favor of Ex-Im Bank; and iv. in Ex-Im Bank’s 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, there has not been correct and complete 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). No Material Adverse Effect, or any material adverse deviation by 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 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. The Borrower shall have paid in full all invoices received from the ApplicationTIFIA 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. Ex-Im Bank’s The obligation of each of the Lenders to make each Disbursement, including the initial Disbursement, is any Disbursement shall be subject to the following 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 conditions precedentset forth below: i. receipt by Ex-Im Bank of a completed Disbursement Request Form in the form of Exhibit C (or, in the case a) The Company and each of the initial Disbursement, a completed Letter of Direction in the form of Exhibit E) specifying the amount, date and wire instructions of Borrower for each Disbursement; ii. the representations and warranties in this Agreement Sponsors shall be true, correct and complete have performed in all material respects on the date all of each Disbursement and no Event of Default shall have occurred and its obligations theretofore to be continuing, or result from such Disbursement. Each Disbursement Request Form (and, in the case of the initial Disbursement, the Letter of Direction) shall constitute Borrower’s representation and warranty on that date that the representations and warranties in performed under this Agreement and the Loan other Principal Documents remain true, correct and complete in all material respects;to which it is a party. iii. receipt by Ex-Im Bank (b) Each of irrevocable direction to pay proceeds agreement(s), the Lenders shall have received quarterly written progress reports in form and substance satisfactory to Ex-Im Bank, evidencing the Borrower’s irrevocable direction Lenders from the Independent Engineer. (c) The proceeds of the Disbursement shall be needed by the Company to pay proceeds, up Project Costs. (d) Immediately before and after giving effect to $400,000, under any letter such Disbursement: (i) there shall be no existing Default or Event of credit naming Borrower as a beneficiary Default which came into existence after the Effective Date has not been cured or which is otherwise not already the subject of an irrevocable direction to pay proceeds agreement in favor of Ex-Im Bankwaived; and iv. (ii) all representations and warranties contained herein and in Exthe other Principal Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Disbursement, except where expressed to be made on a specified date. (e) 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 taken. (f) 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-Im Bank’s sole discretioncurrent stage of implementation of the Project shall have been obtained or made, there shall be validly issued, shall be in full force and effect and shall not be the object of a currently pending action or appeal. (g) No Material Adverse Change shall have occurred, and no Force Majeure Event shall have occurred, and the 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 Adverse EffectDisbursement, an IFC Disbursement Request or DEG Disbursement Request, as the case may be, signed by an Authorized Officer of the Company, 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 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 material adverse deviation 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 Borrower from the ApplicationFinancial 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 Company or the Project. (r) Each Lender is satisfied that the other Lender is prepared to make its Disbursement.

Conditions Precedent to All Disbursements. Ex-Im Bank’s Notwithstanding anything in this Agreement to the contrary, the TIFIA Lender shall have no obligation to make each Disbursement, any disbursement of loan proceeds to the Borrower (including the initial Disbursement, is subject to disbursement hereunder) until‌ each of the following conditions precedentprecedent has been satisfied or waived in writing by the XXXXX Xxxxxx: i. receipt by Ex-Im Bank of a completed Disbursement Request Form (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 of Exhibit C and substance satisfactory to the TIFIA Lender. (or, in iii) The Borrower shall have demonstrated to the case XXXXX Xxxxxx’s satisfaction that all Governmental Approvals necessary as of the initial Disbursementtime of the applicable disbursement for the development, construction, operation and maintenance of the Project have been issued and are in full force and effect. (iv) The Borrower shall have provided to the XXXXX Xxxxxx a completed Letter certificate, executed by the Borrower’s Authorized Representative, certifying that each of Direction the insurance policies required to be obtained by the Borrower and each Principal Project Party pursuant to Section 15(f) (Insurance) is in the form of Exhibit E) specifying the amountfull force and effect, date and wire instructions of Borrower for each Disbursement; ii. the representations and warranties in this Agreement shall be true, correct and complete in all material respects on the date of each Disbursement 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 result from such Disbursement. Each Disbursement Request Form condition that, with the giving of notice, the passage of time, or both, would constitute an event of default (andhowsoever described or designated) of the Borrower under any other Related Document, in each case, shall have occurred and be continuing. (vi) To the case of extent necessary to make the initial Disbursement, the Letter of Direction) shall constitute Borrower’s representation and warranty on that date that 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 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)each case, 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 TIFIA Lender in favor of Ex-Im Bank; and iv. in Ex-Im Bank’s its sole discretion. (vii) The representations and warranties of the Borrower set forth in this Agreement shall be true and correct as of each date on which any disbursement of the TIFIA Loan is made, there has not been any 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 material adverse deviation 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 invoices received from the ApplicationXXXXX Xxxxxx (or from advisors to the XXXXX Xxxxxx 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 XXXXX Xxxxxx incurred in connection with the Project, this Agreement, and the TIFIA Loan Documents (such reasonableness to be determined in accordance with Part 31 of the Federal Acquisition Regulation). (xii) The Borrower shall have demonstrated to the XXXXX Xxxxxx’s satisfaction that the funds forecasted to be available under the Base Case Financial Model then in effect will be sufficient to pay Total Project Costs and other amounts necessary to achieve Substantial Completion.

Conditions Precedent to All Disbursements. Ex-Im BankLender’s obligation to make each Disbursement, approval of any Disbursement (including the initial Initial Disbursement, is ) shall be further subject to the satisfaction of each of the following conditions precedent:at the time of each requested Disbursement:‌ i. receipt (a) 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 Ex-Im Bank the Designated Representative. No Event of a completed Disbursement Request Form in Default shall result from the form of Exhibit C (or, in the case making of the initial Disbursement, a completed Letter of Direction in the form of Exhibit E. (b) specifying the amount, date and wire instructions of Borrower for each Disbursement; ii. the The representations and warranties set forth in this Agreement shall be true, true and correct and complete in all material respects on as of the date of each the Disbursement as if made on and no Event as of Default such date. (c) No Material Adverse Occurrence shall have occurred and be continuingcontinuing on the date of the Draw Request or the date of the Disbursement. (d) No litigation, arbitration or governmental investigation or proceeding shall be pending, or result from such Disbursement. Each Disbursement Request Form to the knowledge of Borrower threatened, against Borrower or affecting the operations of Borrower which, if determined adversely to Borrower, would constitute a Material Adverse Occurrence. (and, in the case e) As of the initial date immediately prior to any requested Disbursement and after giving effect to the requested Disbursement, the Letter 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 Directionfunds identified in the Construction Funds Schedule). (f) Borrower shall constitute Borrowerhave 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 representation lien and/or materialman’s lien, executed by the General 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 warranty on that date each Contractor to which any portion of the immediately preceding advance has been paid. (h) Lender shall have determined in its reasonable discretion, based upon its own inspections or the Project Inspector’s inspections or other evidence satisfactory to it, that the representations Project is being constructed in a good and warranties 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 have satisfied all of the terms and conditions of this Agreement 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 Project Inspector. (l) All proceeds of the Subordinate Loan Documents remain true, correct and complete in all material respects; iii. receipt by Ex-Im Bank of irrevocable direction shall have been disbursed to the extent that funding is required pursuant to the Construction Funds Schedule to pay proceeds agreement(s), 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 Ex-Im BankLender. (o) Lender shall have received prior to each Disbursement, evidencing 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 at the sole cost and expense of Borrower. (p) 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 Restoration Conditions have been satisfied. (q) 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. (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 same, or (ii) effected the release thereof by delivering to Lender a surety bond complying with the applicable Laws for release of such Lien. (s) Prior to any Disbursement other than the Initial Disbursement, Borrower shall have delivered to Lender the final building permit for the Project (and such permit shall remain in full force and effect). (t) Borrower shall have delivered to Lender (i) a copy of the Draw Request countersigned by the City to evidence the City’s irrevocable direction approval of such Draw Request, and (ii) evidence satisfactory to pay proceedsLender that the City has or, up concurrently with Lender’s disbursement will, disburse its pro rata share of such Draw Request. (u) Prior to $400,000the commencement of work under, under and the Disbursement for any letter Project Cost relating to work performed by any subcontractor under, one of credit naming Borrower as a beneficiary the five (5) largest contracts (i.e., the subcontracts for (which came into existence after the Effective Date or which is otherwise not already the subject of an irrevocable direction to pay proceeds agreement list may be updated with other subcontracts approved by Lender, in favor of Ex-Im Bank; and iv. in Ex-Im Bank’s its sole discretion)), there has not been any Material Adverse EffectBorrower 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 any material adverse deviation by Borrower from before under the Applicationapplicable subcontract.

Conditions Precedent to All Disbursements. Ex-Im Bank’s Notwithstanding anything in this Agreement to the contrary, the TIFIA Lender shall have no obligation to make each Disbursement, any disbursement of loan proceeds to the Borrower (including the initial Disbursement, is subject to disbursement hereunder) until each of the following conditions precedent:precedent has been satisfied or waived in writing by the XXXXX Xxxxxx:‌ i. receipt by Ex-Im Bank of a completed Disbursement Request Form (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 of Exhibit C and substance satisfactory to the TIFIA Lender. (or, in iii) The Borrower shall have demonstrated to the case XXXXX Xxxxxx’s satisfaction that all Governmental Approvals necessary as of the initial Disbursementtime of the applicable disbursement for the development, construction, operation and maintenance of the Project have been issued and are in full force and effect. (iv) The Borrower shall have provided to the XXXXX Xxxxxx a completed Letter certificate, executed by the Borrower’s Authorized Representative, certifying that each of Direction the insurance policies required to be obtained by the Borrower and each Principal Project Party pursuant to Section 15(f) (Insurance) is in the form of Exhibit E) specifying the amountfull force and effect, date and wire instructions of Borrower for each Disbursement; ii. the representations and warranties in this Agreement shall be true, correct and complete in all material respects on the date of each Disbursement 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 result from such Disbursement. Each Disbursement Request Form condition that, with the giving of notice, the passage of time, or both, would constitute an event of default (andhowsoever described or designated) of the Borrower under any other Related Document, in each case, shall have occurred and be continuing. (vi) To the case of extent necessary to make the initial Disbursement, the Letter of Direction) shall constitute Borrower’s representation and warranty on that date that 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 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)each case, 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 TIFIA Lender in favor of Ex-Im Bank; and iv. in Ex-Im Bank’s its sole discretion. (vii) The representations and warranties of the Borrower set forth in this Agreement shall be true and correct as of each date on which any disbursement of the TIFIA Loan is made, there has not been any 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 material adverse deviation 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 invoices received from the ApplicationXXXXX Xxxxxx (or from advisors to the XXXXX Xxxxxx 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 incurred in connection with the Project, this Agreement, and the TIFIA Loan Documents (such reasonableness to be determined in accordance with Part 31 of the Federal Acquisition Regulation).