Common use of Additional Payments Clause in Contracts

Additional Payments. Borrower shall pay to the Issuer or to Lender, as appropriate, the following "Additional Payments" in addition to the Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after the Closing as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing of the Equipment, including but not limited to: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all taxes and assessments of any type or character charged to the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender and taxes based upon or measured by the net income of the Issuer or Lender; provided, however, that Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer or Lender to prepare audits, financial statements, reports or opinions or to provide such other services required under this Loan Agreement, or otherwise in connection with the enforcement of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement. Such Additional Payments shall be billed to Borrower by Lender or Issuer, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items described, or that such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill ▇▇ Borrower.

Additional Payments. In addition to the payments set forth in Section 3.1 and 3.2 hereof, the Borrower shall also pay to the Issuer or to Lenderthe Bond Trustee, as appropriatethe case may be, the following "“Additional Payments" in addition to the Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after the Closing ,” as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing of the Equipment, including but not limited to: follows: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all All taxes and assessments of any type or character charged to the Issuer or Lender to the Bond Trustee affecting the amount available to the Issuer or the Bond Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), ) but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender Bond Trustee and taxes based upon or measured by the net income of the Issuer or LenderBond Trustee; provided, however, that the Borrower shall have the right to protest and contest any such taxes or assessments and to require the Issuer and/or Lenderor the Bond Trustee, at the Borrower's ’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender the Issuer or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; the Bond Trustee; (cb) the The fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer or Lender the Bond Trustee in connection with the performance of its duties hereunder or in the Trust Indenture and to prepare audits, financial statements, reports or reports, opinions or to provide such other services required under this Loan Agreement, the Borrower Financing Documents or the Trust Indenture, including, but not limited to, any audit or inquiry by the Internal Revenue Service or any other governmental body; and (c) The fees and expenses of the Issuer, including the Issuer’s Annual Fee, or any agent or attorney selected by the Issuer to act on its behalf in connection with this Loan Agreement, the Borrower Financing Documents, the Bonds or the Trust Indenture, including, without limitation, any and all expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bonds or in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Borrower Financing Documents, the Bonds or the Trust Indenture or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the enforcement administration of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan AgreementAgreement and the Borrower Financing Documents. Such Additional Payments shall be billed to the Borrower by Lender the Issuer or Issuer, as the case may be, Bond Trustee from time to time, together with a statement certifying that the amount so billed has been incurred or paid by the Issuer or the Bond Trustee for one or more of the items described, or that such amount is then payable for such above items. Amounts After such a demand, amounts so billed shall be due and payable paid by the Borrower within 30 thirty (30) days after receipt of the bill ▇▇ by the Borrower. Notwithstanding the foregoing, the Issuer may, but shall not be required to, submit a bill to the Borrower for payment of the Issuer’s Annual Fee. The Issuer’s Annual Fee shall be paid in semiannual installments on the six (6) month anniversary of the Closing Date and subsequently on the same day every sixth (6th) month thereafter (or such other semiannual dates as are specified by the Issuer). The amount of each semiannual payment shall be determined by multiplying (i) the principal amount of the Series 2026 Bonds Outstanding as of the last day of the calendar month preceding the installment payment due date by (ii) 0.02 percent (2 basis points) by (iii) one half (1/2). If applicable, the amount of the Issuer’s Annual Fee for the first and last periods shall be prorated. Any invoice furnished to the Borrower by the Issuer or the Bond Trustee pursuant to this Section 3.3 shall be deemed to constitute a written notice under Section 5.1(b) sufficient to cause the 30-day period specified in said Section 5.1(b) to commence.

Additional Payments. Borrower shall pay The Borrowers agree to make Additional Payments as follows: (a) To the Issuer, as reimbursement for any and all costs, expenses and liabilities paid by the Issuer in satisfaction of any obligations of the Borrowers hereunder not performed in accordance with the terms hereof by the Borrowers. (b) To the Issuer, as reimbursement for or prepayment of expenses paid or to be paid by the Issuer and requested by the Borrowers, or required by this Agreement, or the Indenture or incurred in enforcing the provisions of this Agreement or the Indenture, or incurred in defending any action or proceedings with respect to the Issuer Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to Lenderthe issuance of the Bonds which are not otherwise required to be paid by the Borrowers under this Agreement. (c) To the Trustee, the customary fees, charges and expenses of the Trustee as trustee, bond registrar and paying agent, and of any other paying agent on the Bonds under the Indenture, all as provided in the Indenture, as appropriateand when the same become due; provided that the Borrowers may, without creating a default hereunder, contest in good faith the following "Additional Payments" necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in addition to the Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after the Closing as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan AgreementIndenture, and the financing of the Equipment, including but not limited to: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all taxes and assessments of any type or character charged to the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender and taxes based upon or measured by the net income of the Issuer or Lender; provided, however, that Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment of any such taxes fees, charges or assessments pending disposition expenses. (d) To the Letter of any such protest or contest unless such withholdingCredit Bank, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer or Lender to prepare audits, financial statements, reports or opinions or to provide such other services required under this Loan Agreement, or otherwise in connection with the enforcement of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and Reimbursement Agreement. (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement. Such Additional Payments shall be billed to Borrower by Lender or IssuerThe Borrowers will pay, as the same become due: (i) all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project or any machinery, equipment, furnishings or other property installed by the Borrowers thereon including, without limiting the generality of the foregoing, ad valorem taxes or payments in lieu of such taxes lawfully assessed against the Project; (ii) all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of If the Borrowers shall first notify the Trustee and the Letter of Credit Bank of its intention to do so, the Borrowers may, at their expense and in their own name and behalf or in the name and behalf of the Issuer, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid (except where tender of all or a portion of the taxes, assessments or other charges may be made without prejudice to the Borrowers' contest regarding same, in which case may besuch tender shall be made to avoid the imposition of any penalty) during the period of such contest and any appeal therefrom unless the Trustee or the Letter of Credit Bank shall notify the Borrowers that, from time in the opinion of Independent Counsel, by nonpayment of any such items the lien of the Indenture or the Mortgage or the Security Agreement will be materially endangered or the Project or any material part thereof will be subject to timeimminent loss or forfeiture, together with in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a statement certifying bond satisfactory to the Trustee and the Letter of Credit Bank, or by payment to a reserve held by the Trustee. Notwithstanding the provisions herein, the Issuer shall not pay any cost, expense or liability of the Borrowers under this Agreement or the Indenture unless it shall have first afforded the Borrowers an opportunity to make any such payment; provided that the Borrowers may, without creating a default hereunder, contest in good faith the necessity or the reasonableness of any such cost, expense or liability (other than any amount so billed has been paid for one which represents principal of or more of the items described, interest or that such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill ▇▇ Borrowerany premium on any Bonds).

Additional Payments. In addition to Loan Repayments, the Borrower shall also pay to the Issuer or to Lender, as appropriate, the following "“Additional Payments" in addition to the Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after the Closing ,” as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing of the Equipment, including but not limited to: follows: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all All taxes and assessments of any type or character charged to the Issuer Authority or Lender to the Trustee affecting the amount available to the Issuer Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or capital, income or revenues of the Issuer or Lender Trustee and taxes based upon or measured by the net income or revenues of the Issuer or LenderTrustee); provided, however, that the Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lenderthe Authority or the Trustee, as the case may be, at the Borrower's ’s expense, to protest and contest any such taxes or assessments assessed or levied upon them them, subject to the provisions of Sections 6.5 hereof; (b) In accordance with written fee agreements and that fee schedules therefor, all fees, charges and expenses of the Trustee, as and when the same become due and payable pursuant to the agreement between the Borrower shall have and the right to withhold payment Trustee and the indemnification provisions of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; Indenture and Sections 7.2 and 7.3 hereof; (c) the The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer or Lender the Trustee to prepare audits, financial statements, reports or opinions or to provide such other services required under this Loan Agreement, Agreement or otherwise in connection with the enforcement of the Loan; Indenture; (d) insurance premiums necessary to provide All payments provided in the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; Indemnification and Compensation Agreement; (e) all other reasonable, direct All payments required to replenish the Debt Service Reserve Fund in accordance with Section 5.07 of the Indenture; (f) All payments required to replenish the Repair and necessary administrative costs Replacement Fund in accordance with Section 5.08 of Lender or Issuer the Indenture; (g) All payments required to replenish the Insurance and such other charges Property Taxes Fund in accordance with Section 5.10 of the Indenture; (h) All deposits required to be made to the Operating Reserve Fund in accordance with Section 5.09 of the Indenture; and (i) All Reimbursement Obligations not paid in order to enforce its rights under this as Loan AgreementRepayments and the Insurer’s Surveillance Fee. Such Additional Payments shall be billed to the Borrower from time to time by Lender the Authority or Issuerthe Trustee, as the case may be, from time to time, together with a statement certifying that the amount so billed has been incurred or paid for one or more of the above items describedin all invoices relating thereto. Except as otherwise provided in the Indenture with respect to Additional Payments described in subparagraphs (e), or that such amount is then payable for such items. Amounts (f), (g), and (h) above, amounts so billed shall be due and payable paid by the Borrower within 30 days after receipt of the bill ▇▇▇▇ by the Borrower; provided, that the Authority or the Trustee may require that any item constituting an Additional Payment for which the Authority or the Trustee is itself unable to pay on an open account or deferred basis be paid by the Borrower within two days of written notice thereof before any expense is incurred for such item. It is the intention of the Authority and the Borrower that the Trustee, as assignee of the Authority’s rights under this Loan Agreement pursuant to the Indenture, shall receive funds from or on behalf of the Borrower, including funds the Trustee may receive as assignee of the Operator pursuant to the Assignment of Claims, in such amounts and at such times to make the Additional Payments described in Sections 4.2(e), (f) and (g) hereof. The Borrower shall receive a credit against its obligations to make such Additional Payments to the extent of funds available in the Revenue Fund to pay such amounts in accordance with the provisions for replenishment of the Debt Service Reserve Fund, the Repair and Replacement Fund and the Insurance and Property Taxes Fund in accordance with Sections 5.07, 5.08 and 5.10 of the Indenture, respectively.

Additional Payments. In addition to Loan Repayments, the Borrower shall also pay to the Issuer or to Lender, as appropriate, the following "Authority “Additional Payments" ,” as provided in addition this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from available proceeds of the Loan or may be billed to the Loan Payments payable Borrower by Borrower: the Authority from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts incurred by Lender or Issuer after the Closing as so billed shall be required paid by Lender or Issuer in the Borrower within thirty (30) days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the final payment of any reasonable costs the Loan and expenses incurred in connection with the performance or enforcement termination of this Master Loan Agreement, and . The Additional Payments to the financing of the Equipment, including but not limited toAuthority include: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all All taxes and assessments of any type or character charged to the Issuer or Lender Authority affecting the amount available to the Issuer Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender and taxes based upon or measured by the net income of the Issuer or Lender; provided, however, that the Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lenderthe Authority, at the Borrower's ’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender the Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or Issuerinterests; The reasonable expenses, reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer or Lender the Authority to prepare audits, financial statements, reports or reports, opinions or to provide such other services required under this Master Loan Agreement; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of this Master Loan Agreement and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Master Loan Agreement, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Master Loan Agreement or any of the other documents contemplated thereby, or by the Attorney General of the State of California or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the enforcement administration (both before and after the execution of this Master Loan Agreement) of this Master Loan Agreement; All amounts payable to the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the BorrowerAuthority under Section [Indemnity Section]; and (e) all All other reasonable, direct reasonable and necessary administrative costs of Lender or Issuer fees and such other charges required expenses attributable to be paid in order to enforce its rights under this Master Loan Agreement. Such Additional Payments shall be billed to Borrower by Lender or Issuer, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items described, or that such amount is then payable for such items. Amounts so billed shall be due related documents, including without limitation all payments required pursuant to the Tax Certificate and payable by Borrower within 30 days after receipt of the bill ▇▇ BorrowerAgreement.

Additional Payments. Borrower The County shall also pay to the Issuer or to Lender, as appropriate, the following "Additional Payments" in addition to the Loan Payments payable by Borrower: Base Rental Payments, to the Corporation, the Authority or the Trustee, as hereinafter provided, such amounts incurred by Lender or Issuer after the Closing (“Additional Payments”) in each year as shall be required by Lender or Issuer in for the payment of any reasonable all costs and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing of the Equipment, including but not limited to: as follows: (a1) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all All taxes and assessments of any type or character charged to the Issuer Corporation, the Authority or Lender to the Trustee affecting the amount available to the Issuer Corporation, the Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), ) but excluding franchise any taxes based upon the capital and/or income of the Issuer Trustee, the Corporation or Lender and taxes based upon or measured by any other person other than the net income of the Issuer or LenderCounty; provided, however, that Borrower the County shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lenderthe Authority, the Corporation or the Trustee, as the case may be, at Borrower's the County’s expense, to protest and contest any such taxes or assessments assessed or levied upon them and that Borrower the County shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of Lender the Authority, the Corporation or Issuer; the Trustee; (2) The reasonable expensesannual (or other regular) fees and expenses of the Trustee, and all reasonable fees fees, charges and expenses of auditors or attorneys; the Trustee for any extraordinary services rendered by the Trustee under the Indenture, including without limitation any amounts payable to the Trustee by the Authority from Additional Payments pursuant to Section 8.06 of the Indenture, as and when the same become due and payable; (c3) the The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer the Authority, the Corporation or Lender the Trustee to prepare audits, financial statements, reports statements or opinions or to provide such other services as are reasonably required under this Facility Lease, the Loan Agreement, the Indenture or otherwise the Tax Certificate; (4) The reasonable expenses of the Authority in connection with the enforcement loan to the Corporation of the Loanproceeds of the Series 2018A Bonds under the Loan Agreement or any other documents contemplated hereby or thereby, including without limitation reasonable expenses incurred in connection with any litigation which may at any time be instituted involving such loan or the Loan Agreement, this Facility Lease, the Series 2018A Bonds, the Indenture or any other documents contemplated hereby or thereby and reasonable expenses incurred by the Authority in supervision and inspection of the County and its operations with respect to the use of the proceeds of the Series 2018A Bonds; and (d5) insurance premiums Such amounts as may be necessary to provide satisfy the insurance coverage required hereunder which insurance premiums are not otherwise paid by rebate requirements in accordance with the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to Tax Certificate. The Authority Issuance Fee shall be paid in order to enforce its rights under this Loan Agreementthe Authority as a Cost of Issuance on the Closing Date. Such Other Additional Payments shall be billed to Borrower the County by Lender the Authority, the Corporation or Issuerthe Trustee from time to time, together with (i) a statement executed by a duly authorized officer or agent of the Authority, the Corporation or the Trustee, as the case may be, from time to time, together with a statement certifying stating that the amount so billed has been incurred or paid by the Authority, the Corporation or the Trustee for one or more of the above items described, and (ii) a copy of the invoice or that such statement for the amount is then payable for such itemsso incurred or paid. Amounts so billed shall be due and payable paid by Borrower the County within 30 thirty (30) days after receipt of the bill ▇▇▇▇ Borrowerby the County. Payment by the County to the Authority, the Corporation or the Trustee of the amount so billed by any such party shall fulfill such payment obligation of the County.

Additional Payments. Borrower shall pay to the Issuer or to Lender, as appropriate, the following "Additional Payments" in In addition to the Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after Lease Payments, the Closing as City shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with pay when due the performance or enforcement of this Loan Agreement, and the financing of the Equipment, including but not limited to: following Additional Payments: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all All taxes and assessments of any type or character charged to the Issuer Authority or Lender to the Trustee affecting the amount available to the Issuer Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), ) but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender Trustee and taxes based upon or measured by the net income of the Issuer or LenderTrustee; provided, however, that Borrower the City shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lenderthe Authority or the Trustee, at Borrower's the City’s expense, to protest and contest any such taxes or assessments levied upon them and that Borrower the City shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender the Authority or Issuer; the Trustee; (b) All reasonable expensesfees, reasonable fees charges and expenses of auditors or attorneys; the Trustee for services rendered under the Indenture as and when the same become due and payable; (c) the The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer the Authority or Lender the Trustee to prepare audits, financial statements, reports or reports, opinions or to provide such other services required under the Site and Facility Lease, this Loan AgreementLease Agreement or the Indenture; and (d) The reasonable fees and expenses of the Authority or any agent or attorney selected by the Authority to act on its behalf in connection with the Site and Facility Lease, this Lease Agreement or the Indenture or the Bonds, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of the Bonds or in connection with any litigation, investigation or other proceeding which may at any time be instituted involving the Site and Facility Lease, this Lease Agreement or the Indenture or the Bonds or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the City, its properties, assets or operations or otherwise in connection with the enforcement administration of the Loan; (d) insurance premiums necessary to provide Site and Facility Lease, this Lease Agreement or the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and Indenture. (e) all other reasonableAny amounts due and payable by the City as arbitrage rebate under section 148 of the Code with respect to the Bonds, direct pursuant to City’s covenants and necessary administrative costs agreements with respect thereto in Section 6.08 of Lender or Issuer the Indenture and such other charges required to be paid in order to enforce its rights under this Loan AgreementSection 5.10(c) hereof. Such Additional Payments shall be billed to Borrower the City by Lender the Authority or Issuer, as the case may be, Trustee from time to time, together with a statement certifying that the amount so billed has been incurred or paid by the Authority or the Trustee for one or more of the items described, or that such amount is then payable for such above items. Amounts After such a demand, amounts so billed shall be due and payable paid by Borrower the City within 30 thirty (30) days after receipt the date of invoice. Notwithstanding the foregoing, the Authority shall not be required to submit a bill to the City for any amounts due with respect to arbitrage rebate under Section 6.08 of the bill ▇▇ BorrowerIndenture, the calculation and payment for which is the responsibility of the City.

Additional Payments. Borrower In addition to the Loan Payments, the Company shall also pay to the Issuer or to Lenderthe Trustee, as appropriatethe case may be, the following "“Additional Payments" in addition to the Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after the Closing ,” as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing of the Equipment, including but not limited to: follows: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all All taxes and assessments of any type or character charged to the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), ) but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender Trustee and taxes based upon or measured by the net income of the Issuer or LenderTrustee; provided, however, that Borrower the Company shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lenderthe Issuer, at Borrower's the Company’s expense, to protest and contest any such taxes or assessments levied upon them and that Borrower the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender or the Issuer; ; (b) All reasonable expensesfees, reasonable fees charges and expenses of auditors or attorneys; the Trustee for services rendered under the Indenture and all amounts referred to in the Indenture, as and when the same become due and payable; (c) the The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer or Lender the Trustee to prepare audits, financial statements, reports or reports, opinions or to provide such other services required under this Loan Agreement, the Tax Agreement or the Indenture; (d) The annual fee of the Issuer and the reasonable fees and expenses of the Issuer or any agent or attorney selected by the Issuer to act on its behalf in connection with this Agreement, the Tax Agreement, the Bonds or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bonds or in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Agreement, the Tax Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Company, its properties, assets or operations or otherwise in connection with the enforcement administration of this Agreement the LoanTax Agreement; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement. Such Additional Payments shall be billed to Borrower the Company by Lender the Issuer or Issuer, as the case may be, Trustee from time to time, together with a statement certifying that the amount so billed has been incurred or paid by the Issuer or the Trustee for one or more of the items described, or that such amount is then payable for such above items. Amounts After such a demand, amounts so billed shall be due and payable paid by Borrower the Company within 30 days after receipt of the bill ▇▇▇▇ Borrowerby the Company. Notwithstanding the foregoing, the Issuer shall not be required to submit a ▇▇▇▇ to the Company for payment of the Issuer’s annual fee of 0.03% of the aggregate principal amount of Bonds Outstanding under the Indenture. Such annual fee shall be paid by the Company to the Trustee on a prorata basis (i.e., the annual fee shall be divided by the number of payments to be made during each annual period based on the number of interest payments), due and payable in arrears, on each respective Interest Payment Date (deeming, for purposes of calculating the prorata fee to be paid, any principal to be paid on or as of such Interest Payment Date as no longer Outstanding) and shall be made as an Additional Payment in accordance with this Section and the Indenture.

Additional Payments. Borrower shall will pay to Issuer, to Lender or the Issuer or to LenderEscrow Agent, as appropriate, the following as "Additional Payments" in addition to the Loan Payments payable by Borrower: such any amounts incurred by Lender or Issuer after the Closing as shall be required by Lender or Issuer Date in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this the Loan Agreement, Documents and the financing of the Equipment, including but not limited toincluding: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 SECTIONS 5.03 and 7.06 hereof5.08; (c) all taxes and assessments of any type or character charged to the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public pubic agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or or income of the Issuer or Lender and taxes based upon or measured by the net income of the Issuer or Lender; provided, however, provided that Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such that withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; (cd) the fees and expenses of such any accountants, consultants, attorneys and other experts as that may be engaged by Issuer or Lender to prepare audits, financial statements, reports or opinions or to provide such other services required under this Loan Agreement, the Escrow Agreement or the Tax Compliance Agreement, or otherwise in connection with the enforcement of Loans or the LoanNotes; (de) insurance premiums necessary required to provide be paid hereunder; (f) any rebate payments payable to the insurance coverage required hereunder which insurance premiums are not otherwise paid by United States or other payments payable pursuant to the BorrowerTax Compliance Agreement; and (eg) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to comply with or to enforce its rights under, the Loan Documents; (h) any additional funds necessary to pay Acquisition Costs pursuant to SECTION 5.05 and the Escrow Agreement; and (i) any other payments required to be made by Borrower under this Loan Agreement or the Tax Compliance Agreement or the Escrow Agreement. Such Additional Payments shall be billed to Borrower by Lender or Issuer, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items described, or that such amount it is then payable for such those items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill ▇▇▇▇ by Borrower.

Additional Payments. Borrower (a) The Lessee shall pay to the Issuer or to Lenderpay, as appropriatewhen due, the following amounts to the following persons, all as "Additional Payments" under this Lease Agreement: (i) To the Trustee, when due, all reasonable fees and charges for its services rendered under the Indenture or this Lease Agreement and all reasonable expenses (including without limitation reasonable fees and charges of any paying agent, bond registrar, counsel, accountant, engineer or other person) incurred in addition the performance of the duties of the Trustee under the Indenture or this Lease Agreement for which the Trustee and other persons are entitled to repayment or reimbursement; (ii) To the Loan Payments payable by Borrower: such amounts Issuer all reasonable expenses (including without limitation reasonable attorneys' fees) incurred by Lender or Issuer after the Closing as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing of the Equipment, including but not limited to: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all taxes and assessments of any type or character charged to the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due relation to the transactions contemplated hereby by this Lease Agreement and the Indenture, which are not otherwise to be paid by the Lessee under this Lease Agreement or the Indenture; (including taxes iii) To the appropriate person, such payments as are required (i) as payment for or reimbursement of any and assessments assessed all reasonable costs, expenses and liabilities incurred by the Issuer, the Letter of Credit Provider or levied the Trustee or any of them in satisfaction of any obligations of the Lessee hereunder that the Lessee does not perform, or incurred in the defense of any action or proceeding with respect to the Project, this Lease Agreement, the Indenture, or the other Lessee Documents or (ii) as reimbursement for expenses paid, or as prepayment of expenses to be paid, by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender the Trustee and taxes based upon or measured that are incurred as a result of a request by the net income Lessee or a requirement of the Issuer or Lender; provided, however, that Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them this Lease Agreement and that Borrower shall have the right Lessee is not otherwise required to withhold payment pay under this Lease Agreement; (iv) To the Trustee, the cost of printing any such taxes or assessments pending disposition of any such protest or contest unless such withholdingReplacement Bonds; and (v) To the Remarketing Agent, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer or Lender to prepare audits, financial statements, reports or opinions or to provide such other services required under this Loan Agreement, or otherwise in connection with the enforcement of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan the Remarketing Agreement. Such . (b) Additional Payments shall be billed deemed past due for purposes of this Lease Agreement if such remain unpaid after 30 days following the date when due. Any past due Additional Payments which are due to Borrower by Lender or the Issuer, the Trustee or the Letter of Credit Provider shall continue as an obligation of the case Lessee until they are paid and shall bear interest (except as may be, be otherwise provided in the Letter of Credit Documents with respect to obligations owed to the Letter of Credit Provider) at the prime rate of interest announced from time to time, together with a statement certifying that time by the amount so billed has been paid for one or more of Trustee plus four percent during the items described, or that period such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill ▇▇ BorrowerAdditional Payments remain unpaid.

Additional Payments. Borrower shall pay to the Issuer or to Lender, as appropriate, the following "Additional Payments" in addition to the Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after the Closing closing as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing of the EquipmentProject, including but not limited to: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 Section 8.03 and 7.06 8.06 hereof; all taxes and assessments of any type or character charged to the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender and taxes based upon or measured by the net income of the Issuer or Lender; provided, however, that Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; (c) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer or Lender to prepare audits, financial statements, reports or opinions or to provide such other services required under this Loan Agreement, or otherwise in connection with the enforcement of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrowerhereunder; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement. Such 9 Additional Payments shall be billed to Borrower by Lender or Issuer, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items described, or that such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill ▇▇ Borrower.

Additional Payments. In addition to Loan Repayments, the Borrower shall also pay to the Issuer or to Lender, as appropriate, the following "Authority “Additional Payments" ,” as provided in addition this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from available proceeds of the Loan or may be billed to the Loan Payments payable Borrower by Borrower: the Authority from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts incurred by Lender or Issuer after the Closing as so billed shall be required paid by Lender or Issuer in the Borrower within (thirty) 30 days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the final payment of any reasonable costs the Loan and expenses incurred in connection with the performance or enforcement termination of this Master Loan Agreement, and . The Additional Payments to the financing of the Equipment, including but not limited toAuthority include: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all All taxes and assessments of any type or character charged to the Issuer or Lender Authority affecting the amount available to the Issuer Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender and taxes based upon or measured by the net income of the Issuer or Lender; provided, however, that the Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lenderthe Authority, at the Borrower's ’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender the Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or Issuerinterests; The reasonable expenses, reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer or Lender the Authority to prepare audits, financial statements, reports or reports, opinions or to provide such other services required under this Master Loan Agreement; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of this Master Loan Agreement and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Master Loan Agreement, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Master Loan Agreement or any of the other documents contemplated thereby, or by the Attorney General of the State or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the enforcement administration (both before and after the execution of this Master Loan Agreement) of this Master Loan Agreement; All amounts payable to the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the BorrowerAuthority under Section [Indemnity Section]; and (e) all All other reasonable, direct reasonable and necessary administrative costs of Lender or Issuer fees and such other charges required expenses attributable to be paid in order to enforce its rights under the this Master Loan Agreement. Such Additional Payments shall be billed to Borrower by Lender or Issuer, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items described, or that such amount is then payable for such items. Amounts so billed shall be due related documents, including without limitation all payments required pursuant to the Tax Certificate and payable by Borrower within 30 days after receipt of the bill ▇▇ BorrowerAgreement.

Additional Payments. Borrower shall pay to the Issuer or to Lender, as appropriate, the following "Additional Payments" in In addition to the Loan Payments payable by Borrowerrepayments, the Borrower shall also pay to the Issuer, to the Participating County or to the Trustee, as the case may be, “Additional Payments,” as follows: such amounts incurred by Lender or Issuer after the Closing as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing of the Equipment, including but not limited to: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all taxes and assessments of any type or character charged to the Issuer or Lender affecting the amount available Issuer, to the Issuer Participating County or to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), assessments ) but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender Trustee and taxes based upon or measured by the net income of the Issuer or LenderTrustee; provided, however, that the Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lenderthe Issuer, the Participating County or the Trustee, at the Borrower's ’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender the Issuer, the Participating County or Issuerthe Trustee; all reasonable expensesfees, charges, and expenses of the Trustee for services rendered under the Indenture, as and when the same become due and payable; the reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountants, consultants, attorneys attorneys, and other experts as may be engaged by Issuer the Issuer, the Participating County or Lender the Trustee to prepare audits, financial statements, reports or reports, opinions or to provide such other services required under this Loan Agreement or the Indenture; the reasonable fees and expenses, including reasonable attorney fees, of the Issuer and each Participating County in connection with this Agreement, the Project, the Bonds or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale, and delivery of the Bonds or in connection with any litigation which may at any time be instituted involving this Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, the administration of the Bonds, and any examination, investigation or audit of the Bonds, and any assessments, levies, fines, fees or penalties assessed by any governmental agency or authority in connection therewith, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the enforcement administration of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement. Such Additional Payments shall be billed to the Borrower by Lender or the Issuer, as the case may be, Participating County or the Trustee from time to time, together with a statement certifying that the amount so billed has been incurred or paid by the Issuer, the Participating County or the Trustee for one or more of the items described, or that such amount is then payable for such above items. Amounts After such a demand, amounts so billed shall be due and payable paid by the Borrower within 30 days after receipt of the bill ▇▇▇▇ by the Borrower. In the event the Borrower should fail to make any of the payments required by this Section, the item in default shall continue as an obligation of the Borrower until the amount in default shall have been fully paid, and the Borrower will pay the same with interest thereon at the Default Rate.

Additional Payments. Borrower The provisions of Section 1006 of the Base Indenture are hereby replaced by Section 5.03 hereof and shall pay not apply with respect to the Issuer Securities. All payments (whether in respect of principal, redemption amount, interest or to Lender, as appropriate, the following "Additional Payments" in addition to the Loan Payments payable otherwise) by Borrower: such amounts incurred by Lender or Issuer after the Closing as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing of the Equipment, including but not limited to: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all taxes and assessments of any type or character charged to the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income on behalf of the Issuer or Lender the Parent Guarantor in respect of the Securities or the Parent Guarantee, respectively, will be made free and taxes based upon clear of, and without withholding or measured deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the net income of United States, the Netherlands, Bermuda or any other jurisdiction in which the Issuer or Lenderthe Parent Guarantor is organized, tax resident or engaged in business, or any political subdivision thereof or any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In that event, the Issuer or the Parent Guarantor, as applicable, will pay such additional amounts (all such amounts being referred to herein as “Additional Amounts”) as may be necessary in order that the net amounts receivable by the Holder after such withholding or deduction will equal the respective amounts that would have been receivable by such Holder in the absence of such withholding or deduction; provided, however, except that Borrower shall have the right no such Additional Amounts will be payable in relation to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment in respect of any Securities: (a) in the case of payments by the Parent Guarantor, presented for payment by or on behalf of a Holder who is liable for such taxes taxes, duties, assessments or governmental charges in respect of the Securities by reason of such Holder or its Beneficial Owner having some connection with Bermuda or the Netherlands by which such taxes, duties, assessments pending disposition or governmental charges have been imposed, levied, collected, withheld or assessed other than the mere holding of any the Securities; (b) in the case of payments by the Issuer or the Parent Guarantor, presented for payment by or on behalf of a Holder who is liable for such protest taxes, duties, assessments or contest unless governmental charges in respect of the Securities by reason of such withholdingHolder or its Beneficial Owner having some connection with the United States by which such taxes, protest duties, assessments or contest would adversely affect governmental charges have been imposed, levied, collected, withheld or assessed other than the rights or interests mere holding of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; the Securities; (c) presented for payment (where presentation is required) more than 30 days after the fees and expenses later of (i) the due date for such accountants, consultants, attorneys and other experts as may be engaged by payment or (ii) the date the Issuer or Lender to prepare audits, financial statements, reports or opinions or to provide such other services required under this Loan Agreement, or otherwise in connection with the enforcement of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement. Such Additional Payments shall be billed to Borrower by Lender or IssuerParent Guarantor, as the case may be, from time provides funds to timemake such payment to the Paying Agent, together with a statement certifying except to the extent that the amount so billed has relevant Holder would have been paid entitled to such Additional Amounts on presenting the same for one payment on the expiry of such period of 30 days; (d) in respect of any estate, inheritance, gift, sales, transfer, wealth, personal property or similar tax, assessment or other governmental charge; (e) in the case of payments by the Issuer or the Parent Guarantor, with respect to United States taxes, any tax imposed by reason of (1) the Holder’s past or present status as a tax-exempt organization with respect to the United States, (2) the existence of any present or former connection between the Holder (or between a fiduciary, settlor, beneficiary or member of such Holder, if such Holder is an estate, a trust or a partnership) and the United States, including without limitation, such Holder (or such fiduciary, settlor, beneficiary or member) being or having been a citizen or resident or treated as a resident thereof, or being or having been engaged in a trade or business or present therein, or having or having had a permanent establishment therein, or (3) such Holder’s present or former status as a personal holding company, foreign personal holding company, a passive foreign investment company, or a controlled foreign corporation for United States tax purposes or as a corporation which accumulates earnings to avoid United States Federal income tax, and not merely by reason of the fact that payments in respect of the Notes are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in, the United States; (f) in the case of payments by the Issuer or Parent Guarantor, any withholding or deduction which would not be imposed but for the failure of such Holder to comply with certification, identification, or other information reporting requirements concerning their nationality, residence, identity and/or their connections with the United States (including, but not limited to, providing the applicable United States Internal Revenue Service Form W-8 and any necessary supporting statements or documentation), if such compliance is required by law in the United States or by regulation or the competent United States tax authorities as a precondition of exemption from such tax, assessment or other governmental charge; (g) in the case of payments by the Issuer or the Parent Guarantor, in respect of any United States tax, assessment or other governmental charge imposed as a result of a Holder or Beneficial Owner’s actual or constructive holding of 10% or more of the items describedtotal combined voting power of all classes of stock of the Issuer entitled to vote or as the result of the Holder or Beneficial Owner being a bank receiving interest on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; (h) in respect of any tax, assessment or other governmental charge imposed under FATCA; (i) in respect of any tax imposed or withheld pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021); or (j) any combination of (a) through (i) in this Section 5.03. In regards to the foregoing provisions, Additional Amounts shall not be paid with respect to any payment of the principal of, premium, if any, or that such amount any interest on any Security to any Holder who is then payable for such items. Amounts so billed shall be due a fiduciary, a partnership or a Beneficial Owner and payable by Borrower within 30 days after receipt who is other than the sole Beneficial Owner of the bill ▇▇ Borrowerpayment to the extent the fiduciary or a member of the partnership or a Beneficial Owner would not have been entitled to any Additional Amount had it been the Holder of the Security.

Additional Payments. Borrower The Company shall pay make the following payments ("Additional Payments") within 30 days after demand: (i) To the Issuer, reimbursement for any and all costs, reasonable expenses and liabilities paid or incurred by the Issuer, including, but not limited to, reasonable fees and disbursements of counsel and financial advisors which relate directly or indirectly to the 1997 Project or are in satisfaction of any obligations of the Company to the Issuer hereunder which are not performed in accordance with the terms hereof by the Company; (ii) To the Issuer, reimbursement for or prepayment of any and all reasonable costs, expenses, and liabilities paid or incurred or to Lender, as appropriate, the following "Additional Payments" in addition to the Loan Payments payable by Borrower: such amounts be paid or incurred by Lender the Issuer or Issuer after any of its directors, officers, employees and agents, including, but not limited to, reasonable fees and disbursements of counsel and financial advisors, and requested by the Closing as shall be Company or required by Lender this Agreement or Issuer in payment of any reasonable costs and expenses incurred by the Act in connection with the performance or enforcement of this Loan Agreement, Issuer's rights and the financing of the Equipment, including but not limited to: obligations hereunder; (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all taxes and assessments of any type or character charged to the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender and taxes based upon or measured by the net income of the Issuer or Lender; provided, however, that Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; (ciii) the fees and expenses of such accountants, consultants, attorneys the Rebate Consultant; (iv) all attorneys' fees and other experts as may be engaged by Issuer disbursements or Lender to prepare audits, financial statements, reports or opinions or to provide such other services indemnity payments required under Section 5.20 or Article VIII hereof; (v) a fee to the Issuer in an annual amount not in excess of 0.1% of the original principal amount of the Bonds for the purpose of defraying a portion of the Issuer's administrative expenses, with such obligation to be invoiced by the Issuer on a quarterly, semi-annual, or annual basis in the Issuer's sole discretion and continuing while any portion of the Bonds are outstanding; provided that the Borrower shall notify the Issuer if the Borrower's payment under this Loan item would violate any applicable law, including, without limitation, any applicable law relative to arbitrage; (vi) To the Trustee and the Paying Agent the reasonable fees, charges and expenses of the Trustee and Paying Agent under this Agreement, as well as reimbursement for any and all reasonable costs, expenses (including, without limitation, reasonable attorneys' fees) and liabilities paid or otherwise incurred by the Trustee or Paying Agent in satisfaction of any obligations of the Company hereunder which are not performed in accordance with the terms hereof by the Company; and (vii) To the Trustee and the Paying Agent, all reasonable costs and expenses, whether ordinary or extraordinary (including, without limitation, reasonable attorneys' fees) incurred in the preparation, negotiation, execution, interpretation and administration of this Agreement, any amendments to any of the foregoing, as well as all costs and expenses (including, without limitation, reasonable attorneys' fees) related to or in respect of the Trustee's and/or any Bondholder's efforts to collect and/or enforce any of the Trustee's and/or such Bondholders' rights and remedies hereunder (whether or not legal action is instituted in connection with the enforcement of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement. Such Additional Payments shall be billed to Borrower by Lender or Issuer, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items described, or that such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill ▇▇ Borrowerefforts).

Additional Payments. Borrower Subject to ARTICLE IX and to amounts set forth in any timely Notice of Claim, any time when (x) any portion of the funds held in the Equityholder Representative Expense Fund shall pay become payable pursuant to Section 8.03(a); (y) any Refunded Liability Amounts shall become payable pursuant to Schedule 2.12; or (z) any Earnout Consideration shall become payable, in each case to satisfy Restructured Liabilities, Excess Liabilities, and/or to be distributed to the Issuer or Equityholders (each an “Additional Payment”): (a) the Equityholder Representative shall prepare and deliver to Lender, as appropriate, Parent and the Exchange Agent a spreadsheet showing the Equityholder Representative’s calculations of the following "items (each, an “Additional Payments" in addition to the Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after the Closing as Payout Spreadsheet”), which spreadsheet shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred reasonably acceptable to Parent: (i) in connection with the performance or enforcement payment of this Loan AgreementAdditional Payments, and the financing amount of each Additional Payment to be paid to an Equityholder, after giving effect to payments of Restructured Liabilities and/or Excess Liabilities, based on their Earnout Percentages of any Additional Payment, together with the Equipmentname, including but not limited to: (a) application, commitment or financing feesaddress and, if any; available, email address or fax number for each such Equityholder; (bii) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all taxes and assessments of any type or character charged to the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender and taxes based upon or measured by the net income of the Issuer or Lender; provided, however, that Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer or Lender to prepare audits, financial statements, reports or opinions or to provide such other services required under this Loan Agreement, or otherwise in connection with the enforcement payment of Additional Payments, the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs amount of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement. Such Additional Payments shall be billed used to Borrower by Lender or Issuer, as the case may be, from time to timemake a payment of Restructured Liabilities, together with a statement certifying that the name, address and, if available, email address or fax number for each such person receiving payment of Restructured Liabilities; (iii) in connection with the payment of Additional Payments, the amount so billed has been paid of such Additional Payment used to make a payment of Excess Liabilities, together with the name, address and, if available, email address or fax number for one or more each such person receiving payment of Excess Liabilities; and (iv) the portion of the items describedAdditional Payments so far (A) used to pay Restructured Liabilities, (B) used to pay Excess Liabilities, and (C) paid to each Equityholder after giving effect to the Additional Payments covered by such Additional Payout Spreadsheet. (b) The Exchange Agent shall make payments of funds held in the Equityholder Representative Expense Fund (pursuant to Section 8.03(a)), Refunded Liability Amounts, Restructured Liabilities, Excess Liabilities, and Earnout Consideration to Equityholders, as set forth in the Additional Payout Spreadsheet; provided, that any Person that is an Ineligible Person shall only be entitled to receive the amount in cash equal to the value of such Additional Payment. For the avoidance of doubt, all Restructured Liabilities payable with respect to Key Employees will be paid to the recipients thereof through the Parent’s or that such amount is then payable for such items. Amounts so billed its Affiliate’s payroll and shall not be paid to the Equityholder Representative, but shall be due and included on the Additional Payout Spreadsheet. In addition, any employer portion of employment taxes (or similar obligations) payable with respect to the Restructured Liabilities shall reduce Additional Payments (at the time such related Additional Payments are payable) and, such amounts, shall be retained by Borrower within 30 days after receipt the Parent. (c) For purposes of the bill ▇▇ Borrowerillustration only, prior to Closing Annex C will contain an exemplar of an Additional Payout Spreadsheet.

Additional Payments. Borrower The Lessee shall pay as Additional Payments the following amounts: (a) All fees, charges and expenses reasonably incurred, including agent and counsel fees and expenses, of the Lessor and the Paying Agent incurred under the Indenture and this Lease, and in connection with the performance of the Lessor’s obligations under this Lease, the Base Lease or the Indenture, as and when the same become due. (b) All costs incident to the Issuer or to Lender, as appropriate, the following "Additional Payments" in addition to the Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after the Closing as shall be required by Lender or Issuer in payment of any reasonable the Principal Component, premium, if any, and Interest Component represented by the Certificates as the same become due and payable, including all costs and expenses in connection with the call, prepayment and payment of Certificates. (c) All expenses incurred in connection with the performance or enforcement of any rights under this Loan AgreementLease, and the financing of Base Lease or the Equipment, including but not limited to: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all taxes and assessments of any type or character charged to the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender and taxes based upon or measured Indenture by the net income of Lessor or the Issuer or Lender; provided, however, that Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer or Lender to prepare audits, financial statements, reports or opinions or to provide such other services required under this Loan Agreement, or otherwise in connection with the enforcement of the Loan; Registered Owners. (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges All arbitrage rebate required to be paid to the United States, if any, as provided in order the Indenture and the Tax Compliance Agreement. (e) If on any valuation date the amount in the Reserve Fund is less than 95% of the Reserve Requirement from a decline in market value, the City shall replenish the Reserve Fund within 30 days; (f) If on any valuation date the amount in the Reserve Fund is less than the Reserve Requirement caused by a draw upon the Reserve Fund, the City shall replenish the Reserve Fund with twelve consecutive substantially equal monthly payments, commencing the calendar month following such draw. (g) All other payments of whatever nature which the Lessee has agreed to enforce its rights pay or assume under the provisions of this Loan AgreementLease, the Indenture or the Base Lease. Such The Lessee shall designate in writing to the Lessor an address to which all applicable statements, invoices and requisitions for Additional Payments are to be mailed. Each Additional Payment shall be billed paid in lawful money of the United States of America, at the appropriate office as designated by the respective payees entitled to Borrower receive such Additional Payment. If the Lessee fails to pay any Additional Payments required by Lender or Issuerthis Lease, as the case Lessor may be(but shall be under no obligation to) pay such Additional Payments, from time to timewhich Additional Payments, together with a statement certifying that interest thereon at the amount so billed has been paid for one or more Prime Rate plus 2%, are to be reimbursed to the Lessor, by the Lessee upon demand therefor, subject to the availability of the items described, or that such amount is then payable sufficient legally available funds for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill ▇▇ Borrowerpurpose.

Additional Payments. Borrower shall pay If after the date of this Agreement the Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any governmental authority charged with the administration thereof, or (ii) compliance by the Lender or any parent bank holding company with any guideline, request or directive of any such governmental entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on the Lender's or such holding company's capital as a consequence of the Lender's agreement to make Loans hereunder to a level below that which the Lender or such holding company could have achieved but for such adoption, change or compliance (taking into consideration the Lender's or such holding company's then existing policies with respect to capital adequacy and assuming the full utilization of such entity's capital) by any amount deemed by the Lender to be material, or (iii) as a result from any change after the date of this Agreement in United States, Federal, State, Municipal or Foreign Laws or Regulations (including Regulation D), or the adoption or making after the date hereof of any interpretations, directives or requirements applying to a class of banks, including the Lender of or under any United States, Federal, State, Municipal or Foreign Laws or Regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof which changes the basis of taxation of any amounts payable to the Issuer or to LenderLender under this Agreement, as appropriateincluding, without limitation, the following "Additional Payments" in addition to Term Loan (other than taxes imposed on the Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after the Closing as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing of the Equipment, including but not limited to: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all taxes and assessments of any type or character charged to the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender and taxes based upon or measured by the overall net income of the Issuer or Lender; providedLender by the jurisdiction where the principal office of the Lender is located), however, that then the Lender shall notify the Borrower shall have thereof. The Borrower agrees to pay to the right to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have Lender the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; (c) the fees and expenses amount of such accountantsreduction in the return on capital as and when such reduction is determined, consultants, attorneys and other experts as may be engaged by Issuer or Lender to prepare audits, financial statements, reports or opinions or to provide such other services required under this Loan Agreement, or otherwise in connection with the enforcement of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid upon presentation by the Borrower; Lender of a statement in the amount and (e) all other reasonablesetting forth in reasonable detail, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement. Such Additional Payments the Lender's calculation thereof, which statement shall be billed to Borrower by deemed true and correct absent manifest error. In determining such amount, the Lender or Issuer, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items described, or that such amount is then payable for such items. Amounts so billed shall be due use reasonable averaging and payable by Borrower within 30 days after receipt of the bill ▇▇ Borrowerattribution methods.

Additional Payments. The Borrower shall pay the following amounts to the Issuer or to Lenderfollowing persons, all as appropriate, the following "Additional Payments" under this Loan Agreement: (a) To the Trustee, when due, all reasonable fees and charges for its services rendered under the Indenture, this Loan Agreement and the Borrower Documents, and all reasonable expenses (including without limitation reasonable fees and charges of the Paying Agent, the Bond Registrar, counsel, accountant, engineer or other person) incurred in addition the performance of the duties of the Trustee under the Indenture, this Loan Agreement and the other Borrower Documents, for which the Trustee and other persons are entitled to repayment or reimbursement; (b) To the Trustee, upon demand, an amount necessary to pay rebatable arbitrage in accordance with the Tax Agreement and the Indenture. (c) To the Issuer, upon demand, its regular administrative and issuance fees and charges, if any, and all expenses (including without limitation attorney's fees) incurred by the Issuer in relation to the transactions contemplated by this Loan Payments payable Agreement and the Indenture, which are not otherwise to be paid by Borrower: the Borrower under this Loan Agreement or the Indenture; (d) To the appropriate Person, all taxes, assessments and charges required to be paid pursuant to Section 5.3 hereof; (e) To the appropriate Person, such amounts payments as are required (i) as payment for or reimbursement of any and all reasonable costs, expenses and liabilities incurred by Lender the Issuer, the Credit Enhancer or Issuer after the Closing as shall be required by Lender Trustee or Issuer any of them in payment satisfaction of any reasonable costs obligations of the Borrower hereunder and under the other Borrower Documents that the Borrower does not perform, or incurred in the defense of any action or proceeding with respect to the Project, this Loan Agreement, the Indenture or the other Borrower Documents, or (ii) as reimbursement for expenses paid, or as prepayment of expenses to be paid, by the Issuer or the Trustee that are incurred as a result of a request by the Borrower or for which the Borrower is liable under this Loan Agreement; (f) To the appropriate Person, any other amounts required to be paid by the Borrower under this Loan Agreement; and (g) All Costs of Issuance and fees, charges and expenses, including agent and counsel fees, incurred in connection with the performance or enforcement of this Loan Agreement, and the financing issuance of the EquipmentBonds, including but not limited to: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 as and 7.06 hereof; all taxes and assessments of any type or character charged to when the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising same become due. Any past due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income Additional Payments shall continue as an obligation of the Issuer or Lender Borrower until they are paid and taxes based upon or measured by the net income of the Issuer or Lender; provided, however, that Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; bear interest (c) the fees and expenses of such accountants, consultants, attorneys and other experts except as may be engaged by Issuer or Lender otherwise provided in the Collateral Documents with respect to prepare audits, financial statements, reports or opinions or obligations owed to provide such other services required under this Loan Agreement, or otherwise in connection with the enforcement Credit Enhancer) at the base rate of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement. Such Additional Payments shall be billed to Borrower by Lender or Issuer, as the case may be, interest announced from time to time, together with a statement certifying that time by the amount so billed has been paid Trustee for one or more of variable rate commercial loans plus two percent (2%) during the items described, or that period such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill ▇▇ BorrowerAdditional Payments remain unpaid.

Additional Payments. Borrower shall pay to the Issuer or to Lender, as appropriate, the following "Additional Payments" in In addition to the Loan Payments payable by Borrower: such amounts incurred by Lender Payments, the Borrower shall also pay to the Issuer, the Bondholder Representative or Issuer after the Closing Trustee, as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreementcase may be, and the financing of the Equipment, including but not limited to: “Additional Payments,” as follows: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all All taxes and assessments of any type or character charged to the Issuer Issuer, the Bondholder Representative, the Construction Monitor or Lender to the Trustee affecting the amount available to the Issuer Issuer, the Bondholder Representative, the Construction Monitor or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender and taxes based upon or measured by the net income of the Issuer or Lender; provided, however, that the Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lenderthe Issuer, the Bondholder Representative, the Construction Monitor or the Trustee, at the Borrower's ’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender the Issuer, the Bondholder Representative, the Construction Monitor, or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; the Trustee; (cb) the The fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer the Issuer, the Bondholder Representative or Lender the Trustee in connection with the performance of its duties hereunder or in the Indenture and to prepare audits, financial statements, reports or reports, opinions or to provide such other services required under this Loan Agreement, the Borrower Documents or the Indenture, including, but not limited to, any audit or inquiry by the Internal Revenue Service or any other governmental body; (c) All fees and expenses of the Construction Monitor; and (d) The Issuer’s Annual Fee and the fees and expenses of the Issuer or any agent or attorney selected by the Issuer to act on its behalf in connection with this Loan Agreement, the Borrower Documents, the Bonds or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bonds or in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Borrower Documents, the Bonds or the Indenture or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the enforcement administration of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan AgreementAgreement and the Borrower Documents. Such Additional Payments shall be billed to the Borrower by Lender or the Issuer, as the case may beBondholder Representative, the Construction Monitor or the Trustee from time to time, together with a statement certifying that the amount so billed has been incurred or paid by the Issuer, the Bondholder Representative, the Construction Monitor, or the Trustee for one or more of the items described, or that such amount is then payable for such above items. Amounts After such a demand, amounts so billed shall be due and payable paid by the Borrower within 30 days after receipt on or on behalf of the Borrower by the Trustee as set forth in the Indenture. Notwithstanding the foregoing, the Issuer may, but shall not be required to, submit a bill ▇▇ Borrowerto the Borrower for payment of the Issuer’s Annual Fee. Such Issuer’s Annual Fee shall be paid in annual installments on the anniversary of the Closing Date of the Series 2023 Bonds and subsequently on the same day every year thereafter. Any invoice furnished to the Borrower by the Issuer, the Bondholder Representative, the Construction Monitor, or the Trustee pursuant to this Section 5.03 shall be deemed to constitute a written notice under Section 10.01 hereof sufficient to cause the 30-day period specified in said Section 10.01 hereof to commence. In addition to and without in any way limiting its obligations to pay and indemnify the Issuer and the Issuer Indemnified Parties against fees, costs and charges arising out of or in connection with this Loan Agreement, the Borrower Documents, the Bonds or the Indenture, the Borrower shall pay, upon the Closing Date of the issuance of the Series 2023 Bonds and as a condition thereto: (i) to the Issuer, the Issuer’s Administrative Fee equal to $ ; and (ii) annually in advance, beginning on the Closing Date and as long as the Bonds remain outstanding, the Issuer’s Annual Fee.

Additional Payments. Borrower shall pay to Whenever the Issuer or to Lender, as appropriate, the following "Additional Payments" in addition to the Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after the Closing as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing of the Equipment, including but not limited to: Redraw Facility Provider determines that: (a) applicationthe effective cost to the Redraw Facility Provider of making, commitment funding or financing fees, if any; maintaining any Redraw Advance or the Redraw Limit is increased in any way; (b) indemnification payments pursuant any amount paid or payable to Sections 7.03 and 7.06 hereofthe Redraw Facility Provider or received or receivable by the Redraw Facility Provider, or the effective return to the Redraw Facility Provider, under or in respect of this agreement is reduced in any way; all taxes and assessments Redraw Facility Agreement Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ + -------------------------------------------------------------------------------- (c) the return of the Redraw Facility Provider on the capital which is or becomes directly or indirectly allocated by the Redraw Facility Provider to any Redraw Advance or the Redraw Limit is reduced in any way; or (d) to the extent any relevant law, official directive or request relates to or affects the Redraw Limit, any Redraw Advance or this agreement, the overall return on capital of the Redraw Facility Provider or any of its holding companies is reduced in any way, as a result of any type change in, any making of or character any change in the interpretation or application by any Government Agency of, any law, official directive or request in each case, after the date of this agreement, then: (e) (when it has calculated the effect of the above and the amount to be charged to the Issuer or Lender affecting Trustee under this clause) the amount available Redraw Facility Provider shall promptly notify the Manager and the Trustee; and (f) on the following Payment Date from time to time the Trustee shall, subject to the Issuer from payments Supplementary Terms Notice, pay for the account of the Redraw Facility Provider the amount, absent manifest error, certified by an Authorised Signatory of the Redraw Facility Provider to be received hereunder necessary to compensate the Redraw Facility Provider for the increased cost or the reduction (from the date of the notice). Without limiting the above in any way arising due way, this clause applies: (g) to the transactions contemplated hereby any law, official directive or request with respect to Tax (including taxes and assessments assessed or levied by other than any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender and taxes based upon or measured by Tax on the net income of the Issuer any person) or Lender; providedreserve, howeverredraw, that Borrower shall capital adequacy, special deposit or similar requirements; (h) to official directives or requests which do not have the right force of law where it is the practice of responsible bankers or financial institutions in the country concerned to protest and contest comply with them; and (i) where the increased cost or the reduction arises because the Redraw Facility Provider is restricted in its capacity to enter other transactions, is required to make a payment, or forgoes or earns reduced interest or other return on any capital or on any sum calculated by reference in any way to the amount of any Redraw Advance, the Redraw Limit or to any other amount paid or payable or received or receivable under this agreement or allocates capital to any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer or Lender to prepare audits, financial statements, reports or opinions or to provide such other services required under this Loan Agreement, or otherwise in connection with the enforcement of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement. Such Additional Payments shall be billed to Borrower by Lender or Issuer, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items described, or that such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill ▇▇ Borrowersum.

Additional Payments. The Borrower shall pay the following amounts to the following persons, all as “Additional Payments” under this Loan Agreement: (a) To the Trustee, when due, all reasonable fees and charges for its services rendered under the Indenture, this Loan Agreement and the Borrower Documents, and all reasonable expenses (including without limitation reasonable fees and charges of the Paying Agent, the Bond Registrar, counsel, accountant, engineer or other person) incurred in the performance of the duties of the Trustee under the Indenture, this Loan Agreement and the other Borrower Documents, for which the Trustee and other persons are entitled to repayment or reimbursement; (b) To the Issuer, upon demand, its regular administrative and issuance fees and charges, if any, and all expenses (including without limitation attorney’s fees) incurred by the Issuer in relation to the transactions contemplated by this Loan Agreement and the Indenture, which are not otherwise to be paid by the Borrower under this Loan Agreement or the Indenture; (c) To the appropriate Person, all taxes, assessments and charges required to be paid pursuant to Section 5.3 hereof; (d) To the appropriate person, such payments as are required (i) as payment for or reimbursement of any and all reasonable costs, expenses and liabilities incurred by the Issuer, the Credit Enhancer or the Trustee or any of them in satisfaction of any obligations of the Borrower hereunder and under the other Borrower Documents that the Borrower does not perform, or incurred in the defense of any action or proceeding with respect to the Project, this Loan Agreement, the Indenture or the other Borrower Documents, or (ii) as reimbursement for expenses paid, or as prepayment of expenses to be paid, by the Issuer or the Trustee that are incurred as a result of a request by the Borrower or for which the Borrower is liable under this Loan Agreement; (e) To the appropriate Person, any other amounts required to Lenderbe paid by the Borrower under this Loan Agreement; and (f) All Costs of Issuance and fees, as appropriatecharges and expenses, the following "Additional Payments" in addition to the Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after the Closing as shall be required by Lender or Issuer in payment of any reasonable costs including agent and expenses counsel fees, incurred in connection with the performance or enforcement of this Loan Agreement, and the financing issuance of the EquipmentBonds, including but not limited to: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 as and 7.06 hereof; all taxes and assessments of any type or character charged to when the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising same become due. Any past due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income Additional Payments shall continue as an obligation of the Issuer or Lender Borrower until they are paid and taxes based upon or measured by the net income of the Issuer or Lender; provided, however, that Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; bear interest (c) the fees and expenses of such accountants, consultants, attorneys and other experts except as may be engaged by Issuer or Lender otherwise provided in the Collateral Documents with respect to prepare audits, financial statements, reports or opinions or obligations owed to provide such other services required under this Loan Agreement, or otherwise in connection with the enforcement Credit Enhancer) at the base rate of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement. Such Additional Payments shall be billed to Borrower by Lender or Issuer, as the case may be, interest announced from time to time, together with a statement certifying that time by the amount so billed has been paid Trustee for one or more of variable rate commercial loans plus two percent (2%) during the items described, or that period such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill ▇▇ BorrowerAdditional Payments remain unpaid.

Additional Payments. Borrower In addition to the payments set forth in Section 3.1 and 3.2 hereof, the Borrowers, jointly and severally, shall also pay to the Issuer or to Lenderthe Bond Trustee, as appropriatethe case may be, the following "“Additional Payments" in addition to the Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after the Closing ,” as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing of the Equipment, including but not limited to: follows: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all All taxes and assessments of any type or character charged to the Issuer or Lender to the Bond Trustee affecting the amount available to the Issuer or the Bond Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority issuer of whatsoever character having power to levy taxes or assessments), ) but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender Bond Trustee and taxes based upon or measured by the net income of the Issuer or LenderBond Trustee; provided, however, that the Borrower Representative shall have the right to protest and contest any such taxes or assessments and to require the Issuer and/or Lenderor the Bond Trustee, at Borrower's the Borrowers’ expense, to protest and contest any such taxes or assessments levied upon them and that Borrower the Borrowers shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender the Issuer or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; the Bond Trustee; (cb) the The fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer or Lender the Bond Trustee in connection with the performance of its duties hereunder or in the Trust Indenture and to prepare audits, financial statements, reports or reports, opinions or to provide such other services required under this Loan Agreement, the Borrower Financing Documents or the Trust Indenture, including, but not limited to, any audit or inquiry by the Internal Revenue Service or any other governmental body; and (c) The fees and expenses of the Issuer, including the Issuer’s Annual Fee, or any agent or attorney selected by the Issuer to act on its behalf in connection with this Loan Agreement, the Borrower Financing Documents, the Bonds or the Trust Indenture, including, without limitation, any and all expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bonds or in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Borrower Financing Documents, the Bonds or the Trust Indenture or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of any Borrower, its properties, assets or operations or otherwise in connection with the enforcement administration of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan AgreementAgreement and the Borrower Financing Documents. Such Additional Payments shall be billed to Borrower the Borrowers by Lender the Issuer or Issuer, as the case may be, Bond Trustee from time to time, together with a statement certifying that the amount so billed has been incurred or paid by the Issuer or the Bond Trustee for one or more of the items described, or that such amount is then payable for such above items. Amounts After such a demand, amounts so billed shall be due and payable paid by Borrower the Borrowers within 30 thirty (30) days after receipt of the bill ▇▇▇▇ by the Borrower. Notwithstanding the foregoing, the Issuer may, but shall not be required to, submit a ▇▇▇▇ to the Borrowers for payment of the Issuer’s Annual Fee. The Issuer’s Annual Fee shall be paid in semiannual installments on the six (6) month anniversary of the Closing Date and subsequently on the same day every sixth (6th) month thereafter. The amount of each semiannual payment shall be determined by multiplying (i) the principal amount of the Series 2021 Bonds Outstanding as of the last day of the calendar month preceding the installment payment due date by (ii) 0.03 percent (3 basis points) by (iii) one half (1/2). Any invoice furnished to any Borrower by the Issuer or the Bond Trustee pursuant to this Section 3.3 shall be deemed to constitute a written notice under Section 5.1(b) sufficient to cause the 30-day period specified in said Section 5.1(b) to commence.

Additional Payments. Borrower shall pay to the Issuer or to Lender, as appropriate, the following "Additional Payments" in In addition to the Loan Payments payable by BorrowerRepayments, the Borrower shall also pay to the Authority or to the Trustee, as the case may be, “Additional Payments,” as follows: such amounts incurred by Lender or Issuer after the Closing as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing of the Equipment, including but not limited to: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all All taxes and assessments of any type or character charged to the Issuer Authority or Lender to the Trustee affecting the amount available to the Issuer Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), ) but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender Trustee and taxes based upon or measured by the net income of the Issuer Authority or Lenderthe Trustee; provided, however, that the Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lenderthe Authority or the Trustee, at the Borrower's ’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender the Authority or Issuerthe Trustee; The Borrower’s Proportionate Share of all reasonable expensesfees, charges and expenses of the Trustee for services rendered under the Indenture and all amounts referred to in Section 8.06 of the Indenture, as and when the same become due and payable; The Borrower’s Proportionate Share of the reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer the Authority or Lender the Trustee to prepare audits, financial statements, reports or reports, opinions or to provide such other services required under this Loan Agreement or the Indenture; The Borrower’s Proportionate Share of all fees and expenses of the Rating Agency (to the extent not included in Costs of Issuance); The Borrower’s Proportionate Share of the reasonable fees and expenses of the Authority or any agent or attorney selected by the Authority to act on its behalf in connection with this Loan Agreement, the Notes or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any such Notes or in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the Notes or the Indenture or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the enforcement administration of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement; The Borrower's Proportionate Share of the amounts owed by the Authority under the Reimbursement Agreement; and The amount necessary to replenish any fund established under the Indenture, but only to the extent then required under Section 5.02 of the Indenture. Such Additional Payments All such payments shall be billed to made by the Borrower by Lender or Issuer, as from the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more Deferral Amounts and other legally available funds of the items describedBorrower, for payment to the Person or that Persons entitled to such amount is then payable payments or for such items. Amounts so billed shall be due and payable deposit to the appropriate fund or account held by Borrower within 30 days after receipt of the bill ▇▇ BorrowerTrustee under the Indenture.#

Additional Payments. In addition to Loan Repayments, the Borrower shall also pay to the Issuer or to Lender, as appropriate, the following "Authority “Additional Payments" ,” as provided in addition this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from available proceeds of the Loan or may be billed to the Loan Payments payable Borrower by Borrower: the Authority from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts incurred by Lender or Issuer after the Closing as so billed shall be required paid by Lender or Issuer in the Borrower within thirty (30) days after receipt of the bill by the Borrower. The obligations of the Borrower under this Section shall survive the final payment of any reasonable costs the Loan and expenses incurred in connection with the performance or enforcement termination of this Master Loan Agreement, and . The Additional Payments to the financing of the Equipment, including but not limited toAuthority include: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all All taxes and assessments of any type or character charged to the Issuer or Lender Authority affecting the amount available to the Issuer Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender and taxes based upon or measured by the net income of the Issuer or Lender; provided, however, that the Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lenderthe Authority, at the Borrower's ’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender the Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or Issuerinterests; The reasonable expenses, reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer or Lender the Authority to prepare audits, financial statements, reports or reports, opinions or to provide such other services required under this Master Loan Agreement; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of this Master Loan Agreement and the reasonable fees and expenses of the Authority or any agency of the State selected by the Authority to act on its behalf in connection with this Master Loan Agreement, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Master Loan Agreement or any of the other documents contemplated thereby, or by the Attorney General of the State of California or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the enforcement administration (both before and after the execution of this Master Loan Agreement) of this Master Loan Agreement; All amounts payable to the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the BorrowerAuthority under Section [Indemnity Section]; and (e) all All other reasonable, direct reasonable and necessary administrative costs of Lender or Issuer fees and such other charges required expenses attributable to be paid in order to enforce its rights under this Master Loan Agreement. Such Additional Payments shall be billed to Borrower by Lender or Issuer, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items described, or that such amount is then payable for such items. Amounts so billed shall be due related documents, including without limitation all payments required pursuant to the Tax Certificate and payable by Borrower within 30 days after receipt of the bill ▇▇ BorrowerAgreement.

Additional Payments. The Borrower shall pay the following amounts to the Issuer or to Lenderfollowing persons, all as appropriate, the following "Additional Payments" under this Loan Agreement: (a) To the Trustee, when due, all reasonable fees and charges for its services rendered under the Indenture, this Loan Agreement and the Borrower Documents, and all reasonable expenses (including without limitation reasonable fees and charges of the Paying Agent, the Bond Registrar, counsel, accountant, engineer or other person) incurred in addition the performance of the duties of the Trustee under the Indenture, this Loan Agreement and the other Borrower Documents, for which the Trustee and other persons are entitled to repayment or reimbursement; (b) To the Issuer, upon demand, its regular administrative and issuance fees and charges, if any, and all expenses (including without limitation attorney's fees) incurred by the Issuer in relation to the transactions contemplated by this Loan Payments payable Agreement and the Indenture, which are not otherwise to be paid by Borrower: the Borrower under this Loan Agreement or the Indenture; (c) To the appropriate Person, all taxes, assessments and charges required to be paid pursuant to Section 5.3 hereof; (d) To the appropriate person, such amounts payments as are required (i) as payment for or reimbursement of any and all reasonable costs, expenses and liabilities incurred by Lender the Issuer, the Credit Enhancer or Issuer after the Closing as shall be required by Lender Trustee or Issuer any of them in payment satisfaction of any reasonable costs obligations of the Borrower hereunder and under the other Borrower Documents that the Borrower does not perform, or incurred in the defense of any action or proceeding with respect to the Project, this Loan Agreement, the Indenture or the other Borrower Documents, or (ii) as reimbursement for expenses paid, or as prepayment of expenses to be paid, by the Issuer or the Trustee that are incurred as a result of a request by the Borrower or for which the Borrower is liable under this Loan Agreement; (e) To the appropriate Person, any other amounts required to be paid by the Borrower under this Loan Agreement; and (f) All Costs of Issuance and fees, charges and expenses, including agent and counsel fees, incurred in connection with the performance or enforcement of this Loan Agreement, and the financing issuance of the EquipmentBonds, including but not limited to: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 as and 7.06 hereof; all taxes and assessments of any type or character charged to when the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising same become due. Any past due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income Additional Payments shall continue as an obligation of the Issuer or Lender Borrower until they are paid and taxes based upon or measured by the net income of the Issuer or Lender; provided, however, that Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; bear interest (c) the fees and expenses of such accountants, consultants, attorneys and other experts except as may be engaged by Issuer or Lender otherwise provided in the Collateral Documents with respect to prepare audits, financial statements, reports or opinions or obligations owed to provide such other services required under this Loan Agreement, or otherwise in connection with the enforcement Credit Enhancer) at the base rate of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement. Such Additional Payments shall be billed to Borrower by Lender or Issuer, as the case may be, interest announced from time to time, together with a statement certifying that time by the amount so billed has been paid Trustee for one or more of variable rate commercial loans plus two percent (2%) during the items described, or that period such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill ▇▇ BorrowerAdditional Payments remain unpaid.

Additional Payments. Borrower shall pay to the Issuer or to Lender, as appropriate, the following "Additional Payments" in In addition to the Loan Payments payable by Borrower: such amounts incurred by Lender Repayments, the Borrower shall also pay to the Authority or Issuer after to the Closing Bond Trustee, or to the appropriate payee, as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreementcase may be, and the financing of the Equipment, including but not limited to: “Additional Payments,” as follows: (ai) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all All taxes and assessments of any type or character charged to the Issuer Authority or Lender to the Bond Trustee affecting the amount available to the Issuer Authority or the Bond Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), ) but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender Bond Trustee and taxes based upon or measured by the net income of the Issuer or LenderBond Trustee; provided, however, that the Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lenderthe Authority or the Bond Trustee, at the Borrower's ’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender the Authority or Issuer; the Bond Trustee; (ii) All reasonable expensesfees, charges and expenses of the Bond Trustee for services rendered under the Indenture and all amounts referred to in Section 8.06 of the Indenture, as and when the same become due and payable; (iii) All reasonable fees fees, charges and expenses of auditors or attorneys; the Master Trustee for services rendered under the Master Indenture and all amounts referred to in Section 5.05 of the Master Indenture, as and when the same become due and payable; (civ) the The fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer the Authority or Lender the Bond Trustee to prepare audits, financial statements, reports or reports, opinions or to provide such other services required under this Loan Agreement, the other Borrower Documents or the Indenture; (v) All fees and expenses of any Rating Agency, and the Rebate Analyst, and if a deposit is required to be made to the Rebate Fund as a result of any calculation made pursuant to Section 5.07 of the Indenture, the amount of such deposit, which shall be deposited in the Rebate Fund not later than the tenth day of the calendar month immediately following the date on which such calculation was made pursuant to Section 5.07 of the Indenture; (vi) All amounts necessary for deposit into the Repair and Replacement Fund pursuant to Sections 5.02 and 5.10 of the Indenture; (vii) The annual fee of the Authority and the fees and expenses of the Authority or any agent or attorney selected by the Authority to act on its behalf in connection with this Loan Agreement, the other Borrower Documents, the Bonds or the Indenture, including, without limitation, any and all expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bonds or in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, the other Borrower Documents, the Bonds or the Indenture or any of the other documents contemplated thereby, or in connection with the supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the enforcement administration of this Loan Agreement and the other Borrower Documents; and (viii) The amount necessary to replenish any fund established under the Indenture, but only to the extent then required under Section 5.02 of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid Indenture. All such payments shall be made by the Borrower; and (e) all Borrower from the Gross Revenues or other reasonable, direct and necessary administrative costs of Lender legally available funds for payment to the Person or Issuer and Persons entitled to such other charges required payments or for deposit to be paid in order to enforce its rights the appropriate fund or account held by the Bond Trustee under this Loan Agreement. Such Additional Payments shall be billed to Borrower by Lender or Issuer, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items described, or that such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill ▇▇ BorrowerIndenture.

Additional Payments. In addition to Loan Repayments [and payments on Obligation No. ], the Borrower shall also pay to the Issuer Authority or to Lenderthe Trustee [can add other parties if applicable for variable rate bonds], as appropriatethe case may be, the following "“Additional Payments" ,” as provided in addition this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed to the Loan Payments payable Borrower by Borrower: the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts incurred by Lender or Issuer after the Closing as so billed shall be required paid by Lender or Issuer in the Borrower within thirty (30) days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment of any reasonable costs the Bonds and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing discharge of the Equipment, including but not limited toBond Indenture. The Additional Payments to the Authority include: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all All taxes and assessments of any type or character charged to the Issuer or Lender Authority affecting the amount available to the Issuer Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender and taxes based upon or measured by the net income of the Issuer or Lender; provided, however, that the Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lenderthe Authority, at the Borrower's ’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender the Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or Issuerinterests; All amounts payable to the Authority under Section [Indemnity Section] hereof; The reasonable expenses, reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer or Lender the Authority to prepare audits, financial statements, reports or reports, opinions or to provide such other services required under this Loan Agreement [, Obligation No. ] or the Bond Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State of California selected by the Authority to act on its behalf in connection with this Loan Agreement, [Obligation No. ,] the Bonds or the Bond Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, [Obligation No. ,] the Bonds or the Bond Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State of California or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of [the Borrower/any Members], [its/their] properties, assets or operations or otherwise in connection with the enforcement administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Bond Indenture; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, [Obligation No. ] or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments); provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Trustee, at the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Loan; (d) insurance premiums necessary to provide Trustee and the insurance coverage required hereunder which insurance premiums are not otherwise paid Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the BorrowerTrustee in respect of such affected rights or interests; All reasonable fees and (e) all expenses of such accountants, consultants, attorneys and other reasonableexperts as may be engaged by the Trustee to prepare audits, direct and necessary administrative costs of Lender financial statements, reports, opinions or Issuer and provide such other charges services required to be paid in order to enforce its rights under this Loan Agreement or the Bond Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement. Such Additional Payments shall be billed to Borrower by Lender or Issuer, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items described, or that such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of related documents, including without limitation all payments required pursuant to the bill ▇▇ BorrowerTax Agreement.

Additional Payments. Borrower shall pay to the Issuer or to Lender, as appropriate, the following "Additional Payments" in In addition to the Loan Lease Payments payable by Borrower: such amounts incurred by Lender or Issuer after set forth herein, the Closing City agrees to pay as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing Additional Payments all of the Equipment, including but not limited to: following: (ai) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all taxes and assessments of any type nature whatsoever, including but not limited to excise taxes, ad valorem taxes, ad valorem and specific lien special assessments and gross receipts taxes, if any, levied upon the Property or character charged to upon any interest of the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder Authority therein or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender and taxes based upon or measured by the net income of the Issuer or Lenderthis Lease Agreement; provided, however, that Borrower shall have the right to protest City may, at the City’s expense and in its name, in good faith contest any such taxes or and assessments and to require Issuer and/or Lenderand, at Borrower's expensein the event of such contest, to protest and contest any may permit such taxes or and assessments levied upon them to remain unpaid during the period of such contest and that Borrower appeal therefrom unless the Authority shall have notify the right to withhold payment City that, in the opinion of Bond Counsel, by nonpayment of any such items, the interest of the Authority in the Property will be materially endangered or the Property, or any portion thereof, will be subject to loss or forfeiture, in which event the City shall promptly pay such taxes and assessments or assessments pending disposition of provide the Authority with full security against any such protest or contest unless such withholdingloss which may result from nonpayment, protest or contest would adversely affect in form satisfactory to the rights or interests of Lender or Issuer; reasonable expensesAuthority; (ii) insurance premiums, reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountantsif any, consultants, attorneys and other experts as may be engaged by Issuer or Lender to prepare audits, financial statements, reports or opinions or to provide such other services on all insurance required under this Loan Agreementthe provisions of Article V hereof; and (iii) any other reasonable fees, costs or otherwise expenses incurred by the Authority in connection with the execution, performance or enforcement of this Lease Agreement or any of the Loantransactions contemplated hereby or related to the Property, including, without limitation, any amounts which may become due; (d) insurance premiums necessary to provide provided, however, the insurance coverage required City shall not be responsible for any costs incurred by the Authority associated with any assignment of this Lease Agreement. Amounts constituting Additional Payments payable hereunder which insurance premiums are not otherwise shall be paid by the Borrower; and (e) City directly to the person or persons to whom such amounts shall be payable. The City shall pay all other reasonable, direct and necessary administrative costs of Lender such amounts when due or Issuer and at such other charges required to later time as such amounts may be paid without penalty or, in order to enforce its rights under this Loan Agreement. Such Additional Payments shall be billed to Borrower by Lender or Issuerany other case, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items described, or that such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt notice in writing from the Authority to the City stating the amount of Additional Payments then due and payable and the bill ▇▇ Borrowerpurpose thereof.

Additional Payments. Borrower A. Tenant shall pay to as Additional Payments during the Issuer Term hereof, without notice (except as specifically provided) and without abatement, deduction or to Lendersetoff (except as specifically allowed in this Lease), as appropriatebefore any fine, penalty, interest, or cost may be added thereto, or become due or be imposed by operation of law for the following "Additional Payments" in addition to nonpayment thereof, all sums, impositions, costs, expenses and other payments assessed by a governmental or quasi governmental authority against the Loan Payments payable by Borrower: such amounts incurred by Lender Premises and all taxes (including personal property taxes and taxes on rents, leases or Issuer after the Closing as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing of the Equipment, including but not limited to: (a) application, commitment or financing feesoccupancy, if any; (b) indemnification payments , and government property improvement lease excise tax, assessments, special assessments, enhanced municipal services district assessments, water and sewer rents, rates and charges, excises, levies, licenses, and permit fees, in each case, assessed by a governmental or quasi governmental authority against the Premises), any expenses for which Tenant is required to reimburse Landlord pursuant to Sections 7.03 the terms of this Lease, including the Administrative Fee provided for herein, and 7.06 hereof; all taxes other governmental or quasi-governmental charges, general and assessments special, ordinary and extraordinary, foreseen and unforeseen, of any type kind and nature whatsoever that, at any time during the Term hereof may be assessed, levied, confirmed, imposed upon, or character charged grow or become due and payable out of or with respect to, or become a lien on, the Premises and are assessed by a governmental or quasi governmental authority against the Premises or any part thereof, or any appurtenances thereto, any use or occupation of the Premises, or such franchises as may be appurtenant to the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income use of the Issuer or Lender Premises (all of which are sometimes herein referred to collectively as “Impositions” and taxes based upon or measured by the net income of the Issuer or Lender; individually as “Imposition”) provided, however, that Borrower shall have if, by law, any Imposition may at the right to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment option of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer or Lender to prepare audits, financial statements, reports or opinions or to provide such other services required under this Loan Agreement, or otherwise in connection with the enforcement of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to Tenant be paid in order installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to enforce its rights under pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term hereof before any fine, penalty, further interest or cost may be added thereto. B. Notwithstanding anything else in this Loan AgreementLease, in lieu of property taxes and government property lease excise taxes with respect to the Property, within forty-five (45) days of the end of each calendar quarter occurring during the Term, Tenant shall pay Landlord an amount equal to four percent (4%) of Operating Cash Flow (defined below) received by Tenant from the Property. Such Additional Payments Operating Cash Flow shall be billed to Borrower determined on a cash basis in accordance with accounting standards currently used by Lender or Issuer, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items described, or that such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill The ▇▇▇▇▇ Borrower.Company, L.C. and applied on a consistent basis. Because the use of cash basis accounting may cause distortions, certain adjustments may be made including but not limited to the following: (x) Tenant may establish and

Additional Payments. The Borrower shall covenants to pay to the Issuer or to Lender, as appropriate, the following "Additional Payments" in addition to the Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after the Closing as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing all third-party fees of the Equipmentfinancing, including but not limited to: to the following: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all All taxes and assessments of any type or character charged to the Issuer or Lender to the Trustee affecting the amount available to the Issuer or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), ) but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender Trustee and taxes based upon or measured by the net income of the Issuer or LenderTrustee; provided, however, that the Borrower shall have the right to protest and contest any such taxes or assessments and to require the Issuer and/or Lenderor the Trustee, at the Borrower's ’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender the Issuer or Issuer; the Trustee; (b) All reasonable expensesfees, reasonable fees charges and expenses of auditors or attorneys; the Trustee for services rendered under the Indenture, as and when the same become due and payable; (c) The Issuer Fee, and the reasonable fees and expenses of such the Issuer or any agents, attorneys, accountants, consultants, attorneys and other experts as may be engaged consultants selected by the Issuer or Lender to prepare audits, financial statements, reports or opinions or to provide such other services required under act on its behalf in connection with this Loan Financing Agreement, the Regulatory Agreements, the Bonds or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of the Bonds or in connection with any litigation which may at any time be instituted involving this Financing Agreement, the Regulatory Agreements, the Financing Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the enforcement administration of the Loanforegoing; (d) insurance premiums necessary to provide all payments for fees and expenses of the insurance coverage required hereunder which insurance premiums are not otherwise paid Issuer shall be made by the Borrower; and Borrower to the Issuer or to any payee designated by the Issuer not later than thirty (e30) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement. Such Additional Payments shall be billed to Borrower by Lender or Issuer, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items described, or that such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of invoices rendered to the bill ▇▇ BorrowerBorrower by the Issuer. (d) These obligations and those in Section 6.1 shall remain valid and in effect notwithstanding repayment of the loan hereunder or termination of this Financing Agreement or the Indenture.

Additional Payments. Borrower Subject to Section 9.11, any time when (w) a Net Adjustment Amount is payable to Equityholders pursuant to Section 2.11(f)(v)(B), (x) any portion of the funds held in the Equityholder Representative Expense Fund is payable to Equityholders pursuant to Section 8.03(a), (y) any Earnout Consideration shall pay become payable to the Issuer Shareholders or (z) any portion of the Indemnity Holdback Amount is payable to Lender, as appropriate, the Equityholders (each an “Additional Payment”): (a) the Equityholder Representative shall prepare and deliver to Parent and the Exchange Agent a spreadsheet showing the Equityholder Representative’s calculations of the following "items (each, an “Additional Payments" in addition to the Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after the Closing as Payout Spreadsheet”), which spreadsheet shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred reasonably acceptable to Parent: (i) in connection with the performance or enforcement payment of this Loan AgreementEarnout Consideration, the portion of each Earnout Payment to be paid to each Shareholder, which shall be allocated to them pro rata based on their Pro Rata Percentages, together with the name, address and, if available, email address for each such Shareholder; (ii) in connection with any Additional Payment to Equityholders consisting of any portion of the Net Adjustment Amount pursuant to, and the financing portion of such Additional Payment to be paid to each Equityholder as of immediately prior to the Effective Time, which shall be allocated to them pro rata based on their Pro Rata Percentages, together with the name, address and, if available, email address for each such Equityholder; (iii) in connection with any Additional Payment consisting of any portion of the Equipmentfunds held in the Equityholder Representative Expense Fund that is payable to Shareholders pursuant to Section 8.03(a), including but not limited to: (a) application, commitment or financing feesand the portion of such Additional Payment to be paid to each Shareholder, if any, which shall be allocated to them pro rata based on their Expense Fund Pro Rata Percentages, together with the name, address and, if available, email address for each such Shareholder; and (iv) the Total Consideration received by each Equityholder after giving effect to the Additional Payments covered by such Additional Payout Spreadsheet. (b) indemnification payments pursuant The Exchange Agent shall pay to Sections 7.03 and 7.06 hereof; all taxes and assessments each Equityholder such Equityholder’s respective portion of any type or character charged to such Additional Payment as set forth in the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender and taxes based upon or measured by the net income of the Issuer or LenderAdditional Payout Spreadsheet; provided, however, that Borrower any Shareholder that is not an accredited investor shall have only be entitled to receive the right to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; Cash Consideration. (c) the fees and expenses For purposes of such accountantsillustration only, consultants, attorneys and other experts as may be engaged by Issuer or Lender to prepare audits, financial statements, reports or opinions or to provide such other services required under this Loan Agreement, or otherwise in connection with the enforcement Annex D contains an exemplar of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement. Such an Additional Payments shall be billed to Borrower by Lender or Issuer, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items described, or that such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill ▇▇ BorrowerPayout Spreadsheet.

Additional Payments. Borrower Except as expressly set forth in this Lease or the Development Agreement, Tenant shall pay to the Issuer or to Lender, as appropriate, the following "“Additional Payments" in addition to ” during the Loan Payments payable Term hereof, without notice and without abatement, deduction or setoff, before any fine, penalty, interest, or cost may be added thereto, or become due or be imposed by Borrower: such amounts incurred by Lender operation of law for the nonpayment thereof, all sums, impositions, costs, expenses and other payments and all taxes (including personal property taxes and taxes on rents, leases or Issuer after the Closing as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing of the Equipment, including but not limited to: (a) application, commitment or financing feesoccupancy, if any; (b) indemnification payments , and government property improvement lease excise tax), assessments, special assessments, enhanced municipal services district assessments, water and sewer rents, rates and charges, charges for public utilities, excises, levies, licenses, and permit fees, any expenses incurred by Landlord on behalf of Tenant pursuant to Sections 7.03 the terms of this Lease, including other governmental or quasi-governmental charges, general and 7.06 hereof; all taxes special, ordinary and assessments extraordinary, foreseen and unforeseen, of any type kind and nature whatsoever which, at any Lime during the Term hereof may be assessed, levied, confirmed, imposed upon, or character charged grow or become due and payable out of or with respect to, or become a lien on, the Premises or any part thereof, or any appurtenances thereto, any use or occupation of the Premises, or such franchises as may be appurtenant to the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income use of the Issuer or Lender Premises (all of which are sometimes herein referred to collectively as “Impositions” and taxes based upon or measured by the net income of the Issuer or Lender; individually as “Imposition”) provided, however, that Borrower shall have that: A. if, by law, any Imposition may at the right to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer or Lender to prepare audits, financial statements, reports or opinions or to provide such other services required under this Loan Agreement, or otherwise in connection with the enforcement option of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to Tenant be paid in order installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to enforce its rights under pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments as they become due during the Term hereof before any fine, penalty, further interest or cost may be added thereto; and B. any Imposition (including Impositions which have been converted into installment payments by Tenant, as referred to in paragraph (A) of this Loan Agreement. Such Additional Payments Section) relating to a fiscal period of the taxing authority, a part of which period is included within the Term hereof and a part of which is included in the period of time after the expiration of the Term hereof shall (whether or not such Imposition shall be billed to Borrower by Lender assessed, levied, confirmed, imposed upon or Issuerbecome a lien upon the Premises, or shall become payable, during the Term hereof) be adjusted between Landlord and Tenant as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items described, or that such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt expiration of the bill ▇▇ BorrowerTerm hereof, so that Tenant shall pay that portion of such Imposition attributable to the tenancy period and Landlord shall pay the remainder thereof.

Additional Payments. Borrower Subject to Article IX and to amounts set forth in any timely Notice of Claim, any time when (x) any portion of the funds held in the Equityholder Representative Expense Fund shall pay become payable pursuant to Section 8.03(a); (y) any Refunded Liability Amounts shall become payable pursuant to Schedule 2.12; or (z) any Earnout Consideration shall become payable, in each case to satisfy Restructured Liabilities, Excess Liabilities, and/or to be distributed to the Issuer or Equityholders (each an “Additional Payment”): (a) the Equityholder Representative shall prepare and deliver to Lender, as appropriate, Parent and the Exchange Agent a spreadsheet showing the Equityholder Representative’s calculations of the following "items (each, an “Additional Payments" in addition to the Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after the Closing as Payout Spreadsheet”), which spreadsheet shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred reasonably acceptable to Parent: (i) in connection with the performance or enforcement payment of this Loan AgreementAdditional Payments, and the financing amount of each Additional Payment to be paid to an Equityholder, after giving effect to payments of Restructured Liabilities and/or Excess Liabilities, based on their Earnout Percentages of any Additional Payment, together with the Equipmentname, including but not limited to: (a) application, commitment or financing feesaddress and, if any; available, email address or fax number for each such Equityholder; (bii) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all taxes and assessments of any type or character charged to the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender and taxes based upon or measured by the net income of the Issuer or Lender; provided, however, that Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer or Lender to prepare audits, financial statements, reports or opinions or to provide such other services required under this Loan Agreement, or otherwise in connection with the enforcement payment of Additional Payments, the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs amount of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement. Such Additional Payments shall be billed used to Borrower by Lender or Issuer, as the case may be, from time to timemake a payment of Restructured Liabilities, together with a statement certifying that the name, address and, if available, email address or fax number for each such person receiving payment of Restructured Liabilities; (iii) in connection with the payment of Additional Payments, the amount so billed has been paid of such Additional Payment used to make a payment of Excess Liabilities, together with the name, address and, if available, email address or fax number for one or more each such person receiving payment of Excess Liabilities; and (iv) the portion of the items describedAdditional Payments so far (A) used to pay Restructured Liabilities, (B) used to pay Excess Liabilities, and (C) paid to each Equityholder after giving effect to the Additional Payments covered by such Additional Payout Spreadsheet. (b) The Exchange Agent shall make payments of funds held in the Equityholder Representative Expense Fund (pursuant to Section 8.03(a)), Refunded Liability Amounts, Restructured Liabilities, Excess Liabilities, and Earnout Consideration to Equityholders, as set forth in the Additional Payout Spreadsheet; provided, that any Person that is an Ineligible Person shall only be entitled to receive the amount in cash equal to the value of such Additional Payment. For the avoidance of doubt, all Restructured Liabilities payable with respect to Key Employees will be paid to the recipients thereof through the Parent’s or that such amount is then payable for such items. Amounts so billed its Affiliate’s payroll and shall not be paid to the Exchange Agent or the Equityholder Representative, but shall be due separately identified and included on the Additional Payout Spreadsheet. In addition, any employer portion of employment taxes (or similar obligations) payable with respect to the Restructured Liabilities shall reduce Additional Payments (at the time such related Additional Payments are payable) and such amounts shall be retained by Borrower within 30 days after receipt the Parent. (c) For purposes of the bill ▇▇ Borrowerillustration only, prior to Closing Annex C will contain an exemplar of an Additional Payout Spreadsheet.

Additional Payments. In addition to Loan Repayments [and payments on Obligation No. __], the Borrower shall also pay to the Issuer Authority or to Lenderthe Trustee [can add other parties if applicable for variable rate bonds], as appropriatethe case may be, the following "“Additional Payments" ,” as provided in addition this Section. Such Additional Payments may be discharged in whole or in part by payment actually received from amounts in the [Costs of Issuance Fund] or may be billed to the Loan Payments payable Borrower by Borrower: the Authority or the Trustee from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the below items. After such a demand, amounts incurred by Lender or Issuer after the Closing as so billed shall be required paid by Lender or Issuer in the Borrower within thirty (30) days after receipt of the ▇▇▇▇ by the Borrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, payment of any reasonable costs the Bonds and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing discharge of the Equipment, including but not limited toBond Indenture. The Additional Payments to the Authority include: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all All taxes and assessments of any type or character charged to the Issuer or Lender Authority affecting the amount available to the Issuer Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender and taxes based upon or measured by the net income of the Issuer or Lender; provided, however, that the Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lenderthe Authority, at the Borrower's ’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender the Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Authority in respect of such affected rights or Issuerinterests; All amounts payable to the Authority under Section [Indemnity Section] hereof; The reasonable expenses, reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer or Lender the Authority to prepare audits, financial statements, reports or reports, opinions or to provide such other services required under this Loan Agreement [, Obligation No. ___] or the Bond Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the authorization, issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Authority or any agency of the State of California selected by the Authority to act on its behalf in connection with this Loan Agreement, [Obligation No. __,] the Bonds or the Bond Indenture, including, without limitation, in connection with any litigation, investigation, inquiry or other proceeding which may at any time be instituted involving this Loan Agreement, [Obligation No. __,] the Bonds or the Bond Indenture or any of the other documents contemplated thereby, or by the Attorney General of the State of California or such other counsel as the Authority may select in connection with the reasonable supervision or inspection of [the Borrower/any Members], [its/their] properties, assets or operations or otherwise in connection with the enforcement administration (both before and after the execution of this Loan Agreement) of this Loan Agreement or the Bond Indenture; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement, [Obligation No. ____] or related documents, including without limitation all payments required pursuant to the Tax Agreement. The Additional Payments to the Trustee include: All taxes and assessments of any type or character charged to the Trustee affecting the amount available to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments); provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Trustee, at the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Loan; (d) insurance premiums necessary to provide Trustee and the insurance coverage required hereunder which insurance premiums are not otherwise paid Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the BorrowerTrustee in respect of such affected rights or interests; All reasonable fees and (e) all expenses of such accountants, consultants, attorneys and other reasonableexperts as may be engaged by the Trustee to prepare audits, direct and necessary administrative costs of Lender financial statements, reports, opinions or Issuer and provide such other charges services required to be paid in order to enforce its rights under this Loan Agreement or the Bond Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Bonds, this Loan Agreement. Such Additional Payments shall be billed to Borrower by Lender or Issuer, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items described, or that such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of related documents, including without limitation all payments required pursuant to the bill ▇▇ BorrowerTax Agreement.

Additional Payments. In addition to the Loan repayments, the Borrower shall also pay to the Issuer or to Lenderthe Trustee, as appropriatethe case may be, the following "“Additional Payments" in addition to the Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after the Closing ,” as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreement, and the financing of the Equipment, including but not limited to: follows: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all taxes and assessments of any type or character charged to the Issuer or Lender affecting the amount available to the Issuer Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), assessments ) but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender Trustee and taxes based upon or measured by the net income of the Issuer or LenderTrustee; provided, however, that the Borrower shall have the right to protest and contest any such taxes or assessments and to require the Issuer and/or Lenderor the Trustee, at the Borrower's ’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender the Issuer or Issuer; the Trustee; (b) all reasonable expensesfees, reasonable fees charges, and expenses of auditors or attorneys; the Trustee for services rendered under the Indenture, as and when the same become due and payable; (c) the reasonable fees and expenses of such accountants, consultants, attorneys attorneys, and other experts as may be engaged by the Issuer or Lender the Trustee to prepare audits, financial statements, reports or reports, opinions or to provide such other services required under this Loan Agreement or the Indenture; (d) the reasonable fees and expenses, including reasonable attorney fees, of the Issuer in connection with this Agreement, the Project, the Bonds or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale, and delivery of the Bonds or in connection with any litigation which may at any time be instituted involving this Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, the administration of the Bonds, and any examination, investigation or audit of the Bonds, and any assessments, levies, fines, fees or penalties assessed by any governmental agency or authority in connection therewith, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the enforcement administration of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement. Such Additional Payments shall be billed to the Borrower by Lender the Issuer or Issuer, as the case may be, Trustee from time to time, together with a statement certifying that the amount so billed has been incurred or paid by the Issuer or the Trustee for one or more of the items described, or that such amount is then payable for such above items. Amounts After such a demand, amounts so billed shall be due and payable paid by the Borrower within 30 days after receipt of the bill ▇▇ by the Borrower. In the event the Borrower should fail to make any of the payments required by this Section, the item in default shall continue as an obligation of the Borrower until the amount in default shall have been fully paid, and the Borrower will pay the same with interest thereon at a rate per annum equal to one percent above the prime or reference rate from time to time publicly announced by and in effect for the largest commercial bank, as measured by assets, in the Seventh Federal Reserve District (with each change in such prime or reference rate resulting in a corresponding change in the rate to be paid hereunder), or, if such rate or rates shall exceed the maximum rate then permitted by law, at the maximum rate permitted by law; provided that, with the exception of the Trustee’s fees, interest shall not accrue on such obligation until written notice has been given to the Borrower that such payment is past due.

Additional Payments. Borrower Except as expressly set forth in this Lease or the Development Agreement, Tenant shall pay to the Issuer or to Lender, as appropriate, the following "“Additional Payments" in addition to ” during the Loan Payments payable Term hereof, without notice and without abatement, deduction or setoff, before any fine, penalty, interest, or cost may be added thereto, or become due or be imposed by Borrower: such amounts incurred by Lender or Issuer after operation of law for the Closing as shall be nonpayment thereof, all sums required by Lender or Issuer in payment of any reasonable costs Subsections A, B and expenses incurred in connection with the performance or enforcement C of this Loan AgreementSection 3.4 and any impositions, costs, expenses and the financing of the Equipmentother payments and all taxes (including personal property taxes and taxes on rents, including but not limited to: (a) application, commitment leases or financing feesoccupancy, if any; (b) indemnification payments , and government property improvement lease excise tax), assessments, special assessments, enhanced municipal services district assessments, water and sewer rents, rates and charges, charges for public utilities, excises, levies, licenses, and permit fees, any expenses incurred by Landlord on behalf of Tenant pursuant to Sections 7.03 the terms of this Lease, including other governmental or quasi-governmental charges, general and 7.06 hereof; all taxes special, ordinary and assessments extraordinary, foreseen and unforeseen, of any type kind and nature whatsoever which, at any time during the Term hereof may be assessed, levied, confirmed, imposed upon, or character charged grow or become due and payable out of or with respect to, or become a lien on, the Premises or any part thereof, or any appurtenances thereto, any use or occupation of the Premises, or such franchises as may be appurtenant to the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income use of the Issuer or Lender Premises (all of which are sometimes herein referred to collectively as “Impositions” and taxes based upon or measured by the net income of the Issuer or Lender; individually as “Imposition”) provided, however, that Borrower shall have that: A. if, by law, any Imposition may at the right to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer or Lender to prepare audits, financial statements, reports or opinions or to provide such other services required under this Loan Agreement, or otherwise in connection with the enforcement option of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to Tenant be paid in order installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to enforce its rights under pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments as they become due during the Term hereof before any fine, penalty, further interest or cost may be added thereto; and B. any Imposition (including Impositions which have been converted into installment payments by Tenant, as referred to in paragraph (A) of this Loan Agreement. Such Additional Payments Section) relating to a fiscal period of the taxing authority, a part of which period is included within the Term hereof and a part of which is included in the period of time after the expiration of the Term hereof shall (whether or not such Imposition shall be billed to Borrower by Lender assessed, levied, confirmed, imposed upon or Issuerbecome a lien upon the Premises, or shall become payable, during the Term hereof) be adjusted between Landlord and Tenant as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items describedexpiration of the Term hereof, or so that Tenant shall pay that portion of such amount Imposition attributable to the tenancy period and Landlord shall pay the remainder thereof. C. In addition to the foregoing, on a semi-annual basis, concurrently with the payment of Net Rent, Tenant shall pay to Landlord the Purchase Price Prepayment Amount, to the extent applicable. The Purchase Price Prepayment Amount is then payable for such items. Amounts so billed and shall be due and payable by Borrower within 30 days after receipt included in the meaning of the bill ▇▇ BorrowerAdditional Payments.

Additional Payments. The Borrower shall pay the following amounts to the following persons, all as “Additional Payments” under this Loan Agreement: (a) To the Trustee, when due, all reasonable fees and charges for its services rendered under the Indenture, this Loan Agreement and the Borrower Documents, and all reasonable expenses (including without limitation reasonable fees and charges of the Paying Agent, the Bond Registrar, counsel, accountant, engineer or other person) incurred in the performance of the duties of the Trustee under the Indenture, this Loan Agreement and the other Borrower Documents, for which the Trustee and other persons are entitled to repayment or reimbursement; (b) To the Trustee, upon demand, an amount necessary to pay rebatable arbitrage in accordance with the Tax Agreement and the Indenture. (c) To the Issuer, upon demand, its regular administrative and issuance fees and charges, if any, and all expenses (including without limitation attorney’s fees) incurred by the Issuer in relation to the transactions contemplated by this Loan Agreement and the Indenture, which are not otherwise to be paid by the Borrower under this Loan Agreement or the Indenture; (d) To the appropriate Person, all taxes, assessments and charges required to be paid pursuant to Section 5.3 hereof; (e) To the appropriate Person, such payments as are required (i) as payment for or reimbursement of any and all reasonable costs, expenses and liabilities incurred by the Issuer, the Credit Enhancer or the Trustee or any of them in satisfaction of any obligations of the Borrower hereunder and under the other Borrower Documents that the Borrower does not perform, or incurred in the defense of any action or proceeding with respect to the Project, this Loan Agreement, the Indenture or the other Borrower Documents, or (ii) as reimbursement for expenses paid, or as prepayment of expenses to be paid, by the Issuer or the Trustee that are incurred as a result of a request by the Borrower or for which the Borrower is liable under this Loan Agreement; (f) To the appropriate Person, any other amounts required to Lenderbe paid by the Borrower under this Loan Agreement; and (g) All Costs of Issuance and fees, as appropriatecharges and expenses, the following "Additional Payments" in addition to the Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after the Closing as shall be required by Lender or Issuer in payment of any reasonable costs including agent and expenses counsel fees, incurred in connection with the performance or enforcement of this Loan Agreement, and the financing issuance of the EquipmentBonds, including but not limited to: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 as and 7.06 hereof; all taxes and assessments of any type or character charged to when the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising same become due. Any past due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income Additional Payments shall continue as an obligation of the Issuer or Lender Borrower until they are paid and taxes based upon or measured by the net income of the Issuer or Lender; provided, however, that Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; bear interest (c) the fees and expenses of such accountants, consultants, attorneys and other experts except as may be engaged by Issuer or Lender otherwise provided in the Collateral Documents with respect to prepare audits, financial statements, reports or opinions or obligations owed to provide such other services required under this Loan Agreement, or otherwise in connection with the enforcement Credit Enhancer) at the base rate of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid in order to enforce its rights under this Loan Agreement. Such Additional Payments shall be billed to Borrower by Lender or Issuer, as the case may be, interest announced from time to time, together with a statement certifying that time by the amount so billed has been paid Trustee for one or more of variable rate commercial loans plus two percent (2%) during the items described, or that period such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill ▇▇ BorrowerAdditional Payments remain unpaid.

Additional Payments. Borrower shall pay to the Issuer or to Lender, as appropriate, the following "Additional Payments" in In addition to the Loan Payments payable by Borrower: such amounts incurred by Lender Repayments, the Corporation shall also pay to the Authority or Issuer after to the Closing Trustee, as shall be required by Lender or Issuer in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreementcase may be, and the financing of the Equipment, including but not limited to: “Additional Payments,” as follows: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all All taxes and assessments of any type or character charged to the Issuer Authority or Lender to the Trustee affecting the amount available to the Issuer Authority or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), ) but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender Trustee and taxes based upon or measured by the net income of the Issuer or LenderTrustee; provided, however, that Borrower the Corporation shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lenderthe Authority or the Trustee, at Borrower's the Corporation’s expense, to protest and contest any such taxes or assessments levied upon them and that Borrower the Corporation shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender the Authority, the Trustee or Issuer; the Owners; (b) All reasonable expensesfees, reasonable fees charges and expenses of auditors or attorneys; the Trustee for services rendered under the Indenture and all amounts referred to in Section 11.13 of the Indenture, as and when the same become due and payable; (c) the The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer the Authority or Lender the Trustee to prepare audits, financial statements, reports or reports, opinions or to provide such other services required under this Loan Agreement or the Indenture; (d) The Authority Issuance Fee, the Authority Annual Fee and the reasonable fees and expenses of the Authority or any agent or attorney selected by the Authority to act on its behalf in connection with this Loan Agreement, the Bonds or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bonds or in connection with any litigation, investigation or other proceeding which may at any time be instituted involving this Loan Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Corporation, its properties, assets or operations or otherwise in connection with the enforcement administration of this Loan Agreement or the LoanIndenture; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and and (e) all other reasonableAny amounts due and payable by the Corporation as arbitrage rebate under section 148 of the Code, direct pursuant to Corporation’s covenants and necessary administrative costs of Lender or Issuer and such other charges required to be paid agreements with respect thereto in order to enforce its rights under this Loan Agreement. Such Additional Payments shall be billed to Borrower the Corporation by Lender the Authority or Issuer, as the case may be, Trustee from time to time, together with a statement certifying that the amount so billed has been incurred or paid by the Authority or the Trustee for one or more of the items described, or that such amount is then payable for such above items. Amounts After such a demand, amounts so billed shall be paid by the Corporation within thirty (30) days after the date of invoice. Notwithstanding the foregoing, the Authority shall not be required to submit a ▇▇▇▇ to the Corporation for payment of the Authority Annual Fee. The Authority Issuance Fee and the initial Authority Annual Fee shall be paid to the Authority by the Corporation on the Closing Date. Thereafter, the Authority Annual Fee shall be due and payable by Borrower within 30 days after receipt the Corporation in advance on July 1 of each year, commencing with the bill ▇▇ Borrowerfirst such date following the Closing Date. The Trustee shall invoice the Corporation for the Authority Annual Fee on a pro rata basis (i.e., the annual fee shall be divided by the number of payments to be made during each annual period based on the number of interest payments), and the Corporation shall pay that amount as an Additional Payment in accordance with Section 4.1 hereof such that Trustee shall remit from those Additional Payments the Authority Annual Fee to the Authority when due. The Corporation’s obligation to pay the Authority Issuance Fee and the Authority Annual Fee shall in no way limit amounts payable by the Corporation to the Authority under this Loan Agreement, including for the enforcement thereof.

Additional Payments. Borrower shall pay to the Issuer Administrative Agent (or to Lenderthe party entitled thereto as expressly set forth in this Loan Agreement or the other Loan Documents), in accordance with Section 27.4 hereof and the Note, all fees, charges, costs, advances, losses, fines, penalties, judgments, claims, damages and expenses of Administrative Agent, Citi, any other Lender hereunder and their respective agents, attorneys, accountants or consultants selected to act on their behalf, in connection with the making, administration and collection of the Loan, the Project, the Construction and the administration and enforcement of this Loan Agreement and the other Loan Documents, or resulting from a breach or violation of any of the terms, conditions, agreements, representations or warranties thereof, and all amounts due and payable or incurred pursuant to this Loan Agreement and the other Loan Documents (other than the Note which are due and payable in accordance with the terms thereof) or in connection with the Loan, the Construction or the Project, as appropriateand when the same become due, together with interest at the following "Additional Payments" in addition Interest Rate on each such amount from the date of such Written Notice until the date of reimbursement to Citi, any other Lender hereunder and Administrative Agent, including, without limitation: (a) any amounts due under the Fee Letter and all other payments of whatever nature that Borrower has agreed to pay or assume under the provisions of this Loan Payments payable by Borrower: such amounts incurred by Lender Agreement or Issuer after any other Loan Document (other than the Closing as shall be required by Lender or Issuer in payment of any reasonable costs Note); (b) all counsel and other fees and expenses incurred in connection with the performance administration, performance, amendment or enforcement of this the Loan AgreementDocuments or any rights thereunder, and the financing collection of the EquipmentNote, including or in connection with any litigation which may at any time be instituted involving the Loan (but not limited to: (a) application, commitment litigation involving all loans held by one or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all taxes and assessments of any type or character charged to the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessmentsmore Lender), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender and taxes based upon or measured by the net income of the Issuer or Lender; provided, however, that Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them and that Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expenses, reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer or Lender to prepare audits, financial statements, reports or opinions or to provide such other services required under this Loan Agreement, or otherwise the other Loan Documents, or in connection with questions or other matters arising under such documents (other than those relating to disputes among one or more Lenders), or in connection with any federal or state tax audit; and (c) all audit costs, inspection fees, settlement of Proceeds, and premiums for title insurance and endorsements thereto, and all fees, charges, costs, advances, indemnities and expenses incurred to defend or assert the enforcement rights and claims of Lenders and Administrative Agent under the Loan; Loan Documents arising out of an Event of Default or with respect to the Construction or the Project (by litigation or other proceedings) arising out of an Event of Default, which amounts will include all court costs, attorneys’ fees and expenses, fees of auditors and accountants, and investigation expenses as may be reasonably incurred by Lenders and Administrative Agent in connection with any such matters (whether or not litigation is instituted); (d) insurance premiums necessary all expenses, costs and fees relating to provide the insurance coverage supervision, inspection or administration of the Project or the Construction, or Borrower, its properties, assets or operations, required hereunder which insurance premiums are not otherwise paid by Administrative Agent or the BorrowerConstruction Consultant in accordance with the Loan Documents, or to reimburse such parties for such expenses, costs and fees, including the fees and expenses (without duplication) of Lenders’ and Administrative Agent’s environmental, engineering and other consultants; and and (e) all other reasonablefees, direct charges, costs, advances, losses, fines, penalties, judgments, claims, damages and necessary administrative expenses, including, without limitation, reasonable attorneys’ fees, expert witnesses, engineering fees, environmental consultant fees, investigatory fees and remediation costs of Lender or Issuer and such other charges (including, without limitation, any financial assurances required to be paid posted for completion of remedial work and costs associated with administrative oversight), which Administrative Agent, Citi or the other Lenders may incur in order to enforce its connection with (i) the exercise or enforcement of any of the rights under this Section 14.1(v) or Section 14.1(w) hereof or of the terms and conditions of the Environmental Compliance Agreement, (ii) the failure by Borrower to perform or observe any of the provisions of Section 14.1(v) or Section 14.1(w) hereof or of the terms and conditions of the Environmental Compliance Agreement, (iii) the breach by Borrower of any representation or warranty of Borrower set forth in Section 14.1(v) or Section 14.1(w) hereof or in the Environmental Compliance Agreement, (iv) the monitoring and participation in any legal or administrative proceeding relating to Hazardous Materials at the Project or any property of Borrower that is adjacent to the Project or Borrower’s compliance with Hazardous Materials Law, the existence or alleged existence of any Prohibited Activities or Conditions (as defined in the Agreement of Environment Compliance; (v) the presence or alleged presence of Hazardous Materials on or under the Project (whether as a result of activities on the Project or on surrounding properties) or in any of the Improvements or on or under any property of Borrower that is adjacent to the Project; (vi) the actual or alleged violation of any Hazardous Materials Law; (vii) any loss or damage resulting from a loss of priority of the security interests created by the Loan Agreement. Such Documents due to an imposition of a lien against the Project; and (viii) any personal injury claim, proceeding or cause of action directly or indirectly arising as a result of the presence of asbestos or other hazardous materials on or from the Project, shall each be Additional Payments shall be billed to Borrower by Lender or Issuer, as payable and secured in accordance with the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more terms and provisions of the items described, or that such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill ▇▇ Borrower.Section

Additional Payments. Borrower (a) The Lessee shall pay the following amounts to the Issuer or to Lenderfollowing persons, all as appropriate, the following "Additional Payments" in addition under this Lease: (i) to the Loan Payments payable by Borrower: such amounts incurred by Lender or Issuer after Trustee, when due, all reasonable fees and charges for its services rendered under the Closing as shall be required by Lender or Issuer in payment Indenture, this Lease and any other Financing Document, and all reasonable expenses (including without limitation reasonable fees and charges of any reasonable costs and expenses paying agent, bond registrar, counsel, accountant, engineer or other person) incurred in connection with the performance or enforcement of this Loan Agreement, and the financing of the Equipmentduties of the Trustee under the Indenture, including but not limited to: this Lease or any other Financing Document for which the Trustee and other persons are entitled to repayment or reimbursement; (aii) applicationto the Issuer, commitment or financing feesupon demand, its regular fees and charges, if any; , and all reasonable expenses (bincluding without limitation reasonable attorney's fees) indemnification payments pursuant to Sections 7.03 and 7.06 hereof; all taxes and assessments of any type or character charged to incurred by the Issuer or Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due relation to the transactions contemplated hereby by this Lease and the Indenture, which are not otherwise to be paid by the Lessee under this Lease or the Indenture; (including taxes iii) to the appropriate person, such payments as are required (1) as payment for or reimbursement of any and assessments assessed all reasonable costs, expenses and liabilities incurred by the Issuer, the Trustee or levied the Bondowner or any of them in satisfaction of any obligations of the Lessee under this Lease that the Lessee does not perform, or incurred in the defense of any action or proceeding with respect to the Project, this Lease, the Indenture, or the other Financing Documents or (2) as reimbursement for expenses paid, or as prepayment of expenses to be paid, by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or income of the Issuer or Lender the Trustee and taxes based upon or measured that are incurred as a result of a request by the net income Lessee or a requirement of the Issuer or Lender; provided, however, that Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer and/or Lender, at Borrower's expense, to protest and contest any such taxes or assessments levied upon them this Lease and that Borrower shall have the right Lessee is not otherwise required to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholdingpay under this Lease; (iv) to the Rate Agent, protest or contest would adversely affect the rights or interests of Lender or Issuer; reasonable expensesupon demand, reasonable fees of auditors or attorneys; (c) the fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by Issuer or Lender to prepare audits, financial statements, reports or opinions or to provide such other services required under this Loan Agreement, or otherwise in connection with the enforcement of the Loan; (d) insurance premiums necessary to provide the insurance coverage required hereunder which insurance premiums are not otherwise paid by the Borrower; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid to the Rate Agent; (v) all amounts required to be deposited in order to enforce its rights the Rebate Fund in accordance with the Tax Agreement; and (vi) all amounts due under this Loan Agreement. Such the Financing Documents. (b) Additional Payments shall be billed deemed past due for purposes of this Lease if such remain unpaid after 30 days following the date when due. Any past due Additional Payments which are due to Borrower by Lender or the Issuer, the Trustee or the Bondowner shall continue as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more an obligation of the items described, or that Lessee until they are paid and shall bear interest (except as may be otherwise provided in the Financing Documents) at the Bond Interest Rate plus five percent during the period such amount is then payable for such items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the bill ▇▇ BorrowerAdditional Payments remain unpaid.

Additional Payments. Borrower shall The Corporation will pay to the Issuer Issuer, to the Lender or to Lenderanother party, as appropriate, the following "as “Additional Payments" in addition to the Loan Payments payable by Borrower: such ” any amounts incurred by the Lender or the Issuer after the Closing as shall be required by Lender or Issuer Date in payment of any reasonable costs and expenses incurred in connection with the performance or enforcement of this Loan Agreement, the Bonds or the Corporation Documents and the financing of the Equipment2022 Project and refinancing of the Refunded Projects and, including but not limited to: (a) application, commitment or financing fees, if any; (b) indemnification payments pursuant to Sections 7.03 Section 6.03 and 7.06 hereofSection 6.07; (c) all taxes and assessments of any type or character charged to the Issuer or the Lender affecting the amount available to the Issuer from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital and/or or income of the Issuer or the Lender and taxes based upon or measured by the net income of the Issuer or the Lender; provided, however, provided that Borrower the Corporation shall have the right to protest and contest any such taxes or assessments and to require the Issuer and/or or the Lender, at Borrower's the Corporation’s expense, to protest and contest any such taxes or assessments levied upon them and that Borrower the Corporation shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such that withholding, protest or contest would adversely affect the rights or interests of the Lender or the Issuer; reasonable expenses, reasonable fees of auditors or attorneys; (cd) the fees and expenses of such any accountants, consultants, attorneys and other experts as that may be reasonably engaged by the Issuer or the Lender to prepare audits, financial statements, reports or opinions or to provide such other services reasonably required under this Loan Agreement or the Tax Compliance Agreement, or otherwise in connection with the enforcement of Loan or the LoanBonds; (de) insurance premiums necessary required to provide be paid hereunder; (f) any rebate payments payable to the insurance coverage required hereunder which insurance premiums are not otherwise paid by United States or other payments payable pursuant to the BorrowerTax Compliance Agreement; and (eg) all other reasonable, direct and necessary administrative costs of the Lender or the Issuer and such other charges required to be paid in order to comply with, or to enforce its rights under, the Bonds or the Corporation Documents; (h) any additional funds necessary to pay Project Costs pursuant to Section 5.02; and (i) any other payments required to be made by the Corporation under this Loan Agreement or the Tax Compliance Agreement. Such Additional Payments shall be billed to Borrower the Corporation by the Lender or the Issuer, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for one or more of the items described, or that such amount it is then payable for such those items. Amounts so billed shall be due and payable by Borrower the Corporation within 30 days after receipt of the bill ▇▇▇▇ Borrowerby the Corporation.