Common use of Additional Payments Clause in Contracts

Additional Payments. 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 Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the 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 and when the same become due; provided that the Borrowers may, without creating a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in the Indenture, and the amount of any such fees, charges or expenses. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds).

Additional Payments. The Borrowers agree to make Additional Payments as follows: (a) To The Company shall pay to the Issuer, as reimbursement for Additional Payments hereunder, any and all costs, reasonable costs and 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 incurred or to be paid by the Issuer in connection with the issuance, delivery and requested carrying of the Series 1996 Bonds and Additional Bonds, including without limitation, (i) any necessary expenses incurred by the Borrowersmembers of the Issuer while engaged in the performance of their duties as such members or officers of the Issuer, (ii) the reasonable fees and expenses of counsel to the Issuer and of bond counsel, (iii) all publication, filing and recording fees, and (iv) expenses incurred or required by this Agreement, advances made in the exercise of the Issuer's rights or the Indenture or incurred in enforcing the provisions performance of this Agreement or its obligations hereunder, under the Indenture, or incurred in defending any action or proceedings with respect to under the Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance of the Bonds which are not otherwise required to be paid by the Borrowers under this Purchase Agreement. (cb) To The Company also agrees to pay to the Trustee, when due, until the customary feesprincipal of, premium, if any and interest on the Bonds shall have been paid in full: (i) an amount equal to the annual fee of the Trustee for its Ordinary Services rendered as Trustee and the Ordinary Expenses (including reasonable attorneys' fees and expenses) of the Trustee incurred as Trustee under the Indenture (including reasonable attorneys' fees and expenses), (ii) the reasonable fees and charges and expenses of the Trustee as trusteeRegistrar, bond registrar authenticating agent and paying agent, and of any other paying agent on the Bonds under the Indenture, (iii) the reasonable fees and charges of the Trustee for Extraordinary Services rendered by it and Extraordinary Expenses (including reasonable attorneys' fees and expenses) incurred by it under the Indenture and (iv) all other amounts which the Trustee is entitled to receive hereunder or under the Indenture as provided in the Indenturereimbursement or indemnity; provided, as and when the same become due; provided however, that the Borrowers Company may, without creating a default hereunder, withhold such payment to contest in good faith the necessity or reasonableness for any such Extraordinary Services and or Extraordinary Expenses, as such terms are defined in the Indenture, Expenses and the amount reasonableness of any such fees, charges or expensesexpenses that the Trustee has incurred without the consent of the Company in excess of $2,000. (dc) To Upon the Letter issuance of Credit Bankthe Bonds, the fees and expenses as required by the Reimbursement Agreement. (e) The 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 Company 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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, pay the Issuer shall not pay any cost, expense or liability an administrative fee 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 which represents principal of or interest or any premium on any Bonds)$92,250.

Additional Payments. The Borrowers agree In addition to make Loan Repayments, the Borrower shall also pay to the Authority “Additional Payments,” as provided in this Section. Such Additional Payments as follows: (a) To may be discharged in whole or in part by payment actually received from available proceeds of the Issuer, as reimbursement for any and all costs, expenses and liabilities paid Loan or may be billed to the Borrower by the Issuer in satisfaction of any obligations Authority from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the Borrowers hereunder not performed in accordance with the terms hereof by the Borrowers. (b) To the Issuerbelow items. After such a demand, as reimbursement for or prepayment of expenses paid or to amounts so billed shall be paid by the Issuer and requested Borrower within thirty (30) days after receipt of the bill by the Borrowers, or required by Borrower. The obligations of the Borrower under this Agreement, or Section shall survive the Indenture or incurred in enforcing final payment of the provisions Loan and termination of this Agreement or the Indenture, or incurred in defending any action or proceedings with respect Master Loan Agreement. The Additional Payments to the Project, this Agreement, Authority include: All taxes and assessments of any type or the Indenture, or arising out of or based upon any other document related character charged to the issuance Authority affecting the amount available to the 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); provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority, 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 Bonds which are not otherwise required to be paid Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Borrowers Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Master Loan Agreement. (c) To ; The annual fee of the TrusteeAuthority, any and all fees and expenses incurred primarily in connection with the customary feesauthorization, charges issuance, sale and delivery of this Master Loan Agreement and the reasonable fees and expenses of the Trustee as trusteeAuthority or any agency of the State selected by the Authority to act on its behalf in connection with this Master Loan Agreement, bond registrar and paying agent, and of any other paying agent on the Bonds under the Indenture, all as provided in the Indenture, as and when the same become due; provided that the Borrowers mayincluding, without creating a default hereunderlimitation, contest in good faith the necessity for connection with any Extraordinary Services and Extraordinary Expenseslitigation, as such terms are defined in the Indentureinvestigation, and the amount of any such fees, charges inquiry or expenses. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The Borrowers will pay, as the same become due: (i) all taxes and governmental charges of any kind whatsoever that other proceeding which may at any time be lawfully assessed or levied against or with respect to the Project instituted involving this Master Loan Agreement 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a bond satisfactory to the Trustee and the Letter of Credit Bankdocuments contemplated thereby, or by payment to a reserve held by the Trustee. Notwithstanding the provisions herein, the Issuer shall not pay any cost, expense or liability Attorney General of the Borrowers 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 administration (both before and after the execution of this Master Loan Agreement) of this Master Loan Agreement; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to this Agreement Master Loan Agreement, or related documents, including without limitation all payments required pursuant to 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 which represents principal of or interest or any premium on any Bonds)Tax Certificate and Agreement.

Additional Payments. The Borrowers agree In addition to make Loan Repayments, the Borrower shall also pay to the Authority “Additional Payments,” as provided in this Section. Such Additional Payments as follows: (a) To may be discharged in whole or in part by payment actually received from available proceeds of the Issuer, as reimbursement for any and all costs, expenses and liabilities paid Loan or may be billed to the Borrower by the Issuer in satisfaction of any obligations Authority from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the Borrowers hereunder not performed in accordance with the terms hereof by the Borrowers. (b) To the Issuerbelow items. After such a demand, as reimbursement for or prepayment of expenses paid or to amounts so billed shall be paid by the Issuer and requested Borrower within thirty (30) days after receipt of the ▇▇▇▇ by the Borrowers, or required by Borrower. The obligations of the Borrower under this Agreement, or Section shall survive the Indenture or incurred in enforcing final payment of the provisions Loan and termination of this Agreement or the Indenture, or incurred in defending any action or proceedings with respect Master Loan Agreement. The Additional Payments to the Project, this Agreement, Authority include: All taxes and assessments of any type or the Indenture, or arising out of or based upon any other document related character charged to the issuance Authority affecting the amount available to the 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); provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority, 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 Bonds which are not otherwise required to be paid Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Borrowers Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Master Loan Agreement. (c) To ; The annual fee of the TrusteeAuthority, any and all fees and expenses incurred primarily in connection with the customary feesauthorization, charges issuance, sale and delivery of this Master Loan Agreement and the reasonable fees and expenses of the Trustee as trusteeAuthority or any agency of the State selected by the Authority to act on its behalf in connection with this Master Loan Agreement, bond registrar and paying agent, and of any other paying agent on the Bonds under the Indenture, all as provided in the Indenture, as and when the same become due; provided that the Borrowers mayincluding, without creating a default hereunderlimitation, contest in good faith the necessity for connection with any Extraordinary Services and Extraordinary Expenseslitigation, as such terms are defined in the Indentureinvestigation, and the amount of any such fees, charges inquiry or expenses. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The Borrowers will pay, as the same become due: (i) all taxes and governmental charges of any kind whatsoever that other proceeding which may at any time be lawfully assessed or levied against or with respect to the Project instituted involving this Master Loan Agreement 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a bond satisfactory to the Trustee and the Letter of Credit Bankdocuments contemplated thereby, or by payment to a reserve held by the Trustee. Notwithstanding the provisions herein, the Issuer shall not pay any cost, expense or liability Attorney General of the Borrowers 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 administration (both before and after the execution of this Master Loan Agreement) of this Master Loan Agreement; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to this Agreement Master Loan Agreement, or related documents, including without limitation all payments required pursuant to 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 which represents principal of or interest or any premium on any Bonds)Tax Certificate and Agreement.

Additional Payments. The Borrowers agree Borrower will pay to make Issuer, to Lender or the Escrow Agent, as appropriate, as "Additional Payments as follows: Payments" any amounts incurred by Lender or Issuer after the Closing Date in payment of reasonable costs and expenses in connection with the performance or enforcement of the Loan Documents and the financing of the Equipment, including: (a) To the Issuerapplication, as reimbursement for any and all costscommitment or financing fees, 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. if any; (b) To indemnification payments pursuant to SECTIONS 5.03 and 5.08; (c) all taxes and assessments of any type or character charged to Issuer or Lender affecting the amount available to 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 pubic agency or governmental authority of whatsoever character having power to levy taxes or assessments), but excluding franchise taxes based upon the capital or income of Issuer or Lender and taxes based upon or measured by the net income of Issuer or Lender; provided that Borrower shall have the right to protest and contest any such taxes or assessments and to require Issuer 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 that withholding, protest or contest would adversely affect the rights or interests of Lender or Issuer; (d) the fees and expenses of any accountants, as reimbursement for consultants, attorneys and other experts that may be engaged by Issuer or prepayment of expenses paid Lender to prepare audits, financial statements, reports or opinions or to be paid by the Issuer and requested by the Borrowers, or provide such other services required by under this Agreement, or the Indenture or incurred in enforcing the provisions of this Escrow Agreement or the Indenture, or incurred in defending any action or proceedings with respect to the Project, this Tax Compliance Agreement, or otherwise in connection with the Indenture, Loans or arising out of or based upon any other document related to the issuance of the Bonds which are not otherwise Notes; (e) insurance premiums required to be paid by hereunder; (f) any rebate payments payable to the Borrowers under this United States or other payments payable pursuant to the Tax Compliance Agreement. ; (cg) To the Trusteeall other reasonable, direct and necessary administrative costs of Lender or Issuer and other charges required to be paid in order to comply with or to enforce its rights under, the customary fees, charges and expenses of the Trustee as trustee, bond registrar and paying agent, and of Loan Documents; (h) any other paying agent on the Bonds under the Indenture, all as provided in the Indenture, as and when the same become due; provided that the Borrowers may, without creating a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in the Indenture, additional funds necessary to pay Acquisition Costs pursuant to SECTION 5.05 and the amount of any such fees, charges or expenses. (d) To the Letter of Credit Bank, the fees Escrow Agreement; and expenses as required by the Reimbursement Agreement. (e) The 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 other payments required 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 Borrower under this Agreement or the Indenture unless it Tax Compliance Agreement or the Escrow Agreement. Such Additional Payments shall have first afforded be billed to Borrower by Lender or Issuer, as the Borrowers an opportunity case may be, from time to make any such payment; provided time, together with a statement certifying that the Borrowers mayamount so billed has been paid for one or more of the items described, without creating a default hereunder, contest in good faith or that it is then payable for those items. Amounts so billed shall be due and payable by Borrower within 30 days after receipt of the necessity or the reasonableness of any such cost, expense or liability (other than any amount which represents principal of or interest or any premium on any Bonds)▇▇▇▇ by Borrower.

Additional Payments. The Borrowers agree In addition to make the Loan Repayments, the Borrower shall also pay to the Authority or to the Bond Trustee, or to the appropriate payee, as the case may be, “Additional Payments Payments,” as follows: (ai) To All taxes and assessments of any type or character charged to the Issuer, as reimbursement for Authority or to the Bond Trustee affecting the amount available to the 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 all costs, expenses 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 Bond Trustee and liabilities paid taxes based upon or measured by the Issuer in satisfaction net income of the Bond Trustee; provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority or the Bond 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 obligations 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 Borrowers hereunder not performed in accordance with Authority or the terms hereof by the Borrowers.Bond Trustee; (bii) 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 Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance of the Bonds which are not otherwise required to be paid by the Borrowers under this Agreement. (c) To the Trustee, the customary All reasonable fees, charges and expenses of the Bond Trustee as trustee, bond registrar and paying agent, and of any other paying agent on the Bonds for services rendered under the Indenture, Indenture and all as provided amounts referred to in Section 8.06 of the Indenture, as and when the same become due; provided that due and payable; (iii) All reasonable fees, charges and expenses of the Borrowers may, without creating a default hereunder, contest Master Trustee for services rendered under the Master Indenture and all amounts referred to in good faith Section 5.05 of the necessity for any Extraordinary Services and Extraordinary ExpensesMaster Indenture, as and when the same become due and payable; (iv) The fees and expenses of such terms are defined in accountants, consultants, attorneys and other experts as may be engaged by the Authority or the Bond Trustee to prepare audits, financial statements, reports, opinions or 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, and the amount of any such feesdeposit, charges or expenses.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; (dvi) To All amounts necessary for deposit into the Letter Repair and Replacement Fund pursuant to Sections 5.02 and 5.10 of Credit Bank, the Indenture; (vii) The annual fee of the Authority and the fees and expenses as required of the Authority or any agent or attorney selected by the Reimbursement Authority to act on its behalf in connection with this Loan Agreement. (e) The Borrowers will pay, as the same become due: (i) other Borrower Documents, the Bonds or the Indenture, including, without limitation, any and all taxes expenses incurred in connection with the authorization, issuance, sale and governmental charges delivery of any kind whatsoever that such Bonds or in connection with any litigation, investigation, inquiry or other proceeding which may at any time be lawfully assessed instituted involving this Loan Agreement, the other Borrower Documents, the Bonds or levied against the Indenture or any of the other documents contemplated thereby, or in connection with respect the supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the 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 Project or any machinery, equipment, furnishings or other property installed by the Borrowers thereon including, without limiting the generality extent then required under Section 5.02 of the foregoing, ad valorem taxes or Indenture. All such 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 such tender shall be made to avoid by the imposition of any penalty) during Borrower from the period of such contest and any appeal therefrom unless the Trustee Gross Revenues or the Letter of Credit Bank shall notify the Borrowers that, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by other legally available funds for payment thereof, by furnishing a bond satisfactory to the Trustee and Person or Persons entitled to such payments or for deposit to the Letter of Credit Bank, appropriate fund or by payment to a reserve account held by the Trustee. Notwithstanding Bond Trustee under 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 which represents principal of or interest or any premium on any Bonds)Indenture.

Additional Payments. The Borrowers agree Borrower shall pay the following amounts to make the following persons, all as “Additional Payments as followsPayments” 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 for of any and all reasonable costs, expenses and liabilities paid incurred by the Issuer Issuer, the Credit Enhancer or the Trustee or any of them in satisfaction of any obligations of the Borrowers Borrower hereunder and under the other Borrower Documents that the Borrower does 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 Indentureperform, or incurred in defending the defense of any action or proceedings proceeding with respect to the Project, this Loan Agreement, the Indenture or the Indentureother Borrower Documents, or arising out (ii) as reimbursement for expenses paid, or as prepayment of expenses to be paid, by the Issuer or based upon 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 document related to the issuance of the Bonds which are not otherwise amounts required to be paid by the Borrowers Borrower under this Loan Agreement.; and (cg) To the Trustee, the customary All Costs of Issuance and fees, charges and expenses expenses, including agent and counsel fees, incurred in connection with the issuance 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 IndentureBonds, as and when the same become due; . Any past due Additional Payments shall continue as an obligation of the Borrower until they are paid and shall bear interest (except as may be otherwise provided that the Borrowers may, without creating a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in the Indenture, and the amount of any such fees, charges or expenses. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The 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 Collateral Documents with respect to obligations owed to the Project or any machinery, equipment, furnishings or other property installed Credit Enhancer) at the base rate of interest announced from time to time 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; Trustee for variable rate commercial loans plus two percent (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 such tender shall be made to avoid the imposition of any penalty2%) during the period of such contest and any appeal therefrom unless the Trustee or the Letter of Credit Bank shall notify the Borrowers that, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds)Additional Payments remain unpaid.

Additional Payments. The Borrowers agree In addition to make Loan Repayments [and payments on Obligation No. __], the Borrower shall also pay to the Authority or the Trustee [can add other parties if applicable for variable rate bonds], as the case may be, “Additional Payments,” as provided in this Section. Such Additional Payments as follows: (a) To may be discharged in whole or in part by payment actually received from amounts in the Issuer, as reimbursement for any and all costs, expenses and liabilities paid [Costs of Issuance Fund] or may be billed to the Borrower by the Issuer in satisfaction of any obligations 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 Borrowers hereunder not performed in accordance with the terms hereof by the Borrowers. (b) To the Issuerbelow items. After such a demand, as reimbursement for or prepayment of expenses paid or to amounts so billed shall be paid by the Issuer and requested Borrower within thirty (30) days after receipt of the ▇▇▇▇ by the BorrowersBorrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, 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 Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance payment of the Bonds which are not otherwise required and discharge of the Bond Indenture. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be paid 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Borrowers Authority in respect of such affected rights or interests; All amounts payable to the Authority under Section [Indemnity Section] hereof; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Agreement. (c) To Loan Agreement [, Obligation No. ___] or the TrusteeBond Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the customary feesauthorization, charges issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Trustee as trusteeAuthority or any agency of the State of California selected by the Authority to act on its behalf in connection with this Loan Agreement, bond registrar and paying agent, and of any other paying agent on [Obligation No. __,] the Bonds under or the Bond Indenture, all as provided in the Indenture, as and when the same become due; provided that the Borrowers mayincluding, without creating a default hereunderlimitation, contest in good faith the necessity for connection with any Extraordinary Services and Extraordinary Expenseslitigation, as such terms are defined in the Indentureinvestigation, and the amount of any such fees, charges inquiry or expenses. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The Borrowers will pay, as the same become due: (i) all taxes and governmental charges of any kind whatsoever that other proceeding which may at any time be lawfully 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 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 against by any public agency or with respect governmental authority of whatsoever character having power 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 levy taxes or payments in lieu of assessments); provided, however, that the Borrower shall have the right to protest any such taxes lawfully assessed against or assessments and to require the Project; (ii) all utility Trustee, at the Borrower’s expense, to protest and other charges incurred in contest any such taxes or assessments levied upon them and that the operationBorrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, maintenance, use, occupancy and upkeep protest or contest would adversely affect the rights or interests of If the Borrowers shall first notify the Trustee and the Letter Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of Credit Bank such affected rights or interests; All reasonable fees and expenses of its intention to do sosuch accountants, the Borrowers mayconsultants, 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 attorneys 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 experts as may be made without prejudice to the Borrowers' contest regarding same, in which case such tender shall be made to avoid the imposition of any penalty) during the period of such contest and any appeal therefrom unless engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Letter of Credit Bank shall notify the Borrowers that, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a bond satisfactory Bond Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Letter of Credit BankBonds, this Loan Agreement, or by payment related documents, including without limitation all payments required pursuant 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 which represents principal of or interest or any premium on any Bonds)Tax Agreement.

Additional Payments. The Borrowers agree 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 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 Additional Payments as follows: Loans hereunder to a level below that which the Lender or such holding company could have achieved but for such adoption, change or compliance (ataking 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) To the Issuer, as reimbursement for by any and all costs, expenses and liabilities paid amount reasonably deemed by the Issuer Lender to be material, or (iii) as a result from any change after the date of this Agreement in satisfaction United States, Federal, state, municipal or foreign laws or regulations (including Regulation D), or the adoption or making after the date of any obligations interpretations, directives or requirements applying to a class of banks, including the Borrowers hereunder Lender of or under any United States, Federal, state, municipal or foreign laws or regulations (whether or not performed in accordance having the force of law) by any court or governmental or monetary authority charged with the terms hereof by interpretation or administration thereof which changes the Borrowers. (b) To basis of taxation of any amounts payable 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 Lender under this Agreement, or including, without limitation, the Indenture or incurred in enforcing Term Loan (other than taxes imposed on the provisions overall net income of this Agreement or the Indenturebank for any of such loans by the jurisdiction where the principal office of the Lender is located), or incurred in defending any action or proceedings with respect then the Lender shall notify the Borrower thereof. The Borrower agrees to pay to the Project, this Agreement, or Lender the Indenture, or arising out amount of or based upon any other document related to the 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 such reduction in the Indenture, return on capital as and when such reduction is determined, upon presentation by the same become due; provided that the Borrowers may, without creating Lender of a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined statement in the Indentureamount and setting forth the Lender’s calculation thereof, which statement shall be deemed true and the amount of any correct absent manifest error. In determining such fees, charges or expenses. (d) To the Letter of Credit Bankamount, the fees Lender may use reasonable averaging and expenses as required by the Reimbursement Agreementattribution methods. (e) The 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds).

Additional Payments. The Borrowers agree Borrower shall pay to make 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 follows: 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) To 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 reimbursement for any and all costsmay be engaged by Issuer or Lender to prepare audits, expenses and liabilities 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 Issuer in satisfaction Borrower; and (e) all other reasonable, direct and necessary administrative costs 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 Lender 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 Project, this Agreement, or the Indenture, or arising out of or based upon any such other document related to the issuance of the Bonds which are not otherwise charges required to be paid by the Borrowers in order to enforce its rights under this Loan 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 and when the same become due; provided that the Borrowers may, without creating a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in the Indenture, and the amount of any such fees, charges . Such Additional Payments shall be billed to Borrower by Lender or expenses. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The Borrowers will payIssuer, as the same become due: (i) all taxes and governmental charges of any kind whatsoever case may be, from time to time, together with a statement certifying that may at any time be lawfully assessed the amount so billed has been paid for one 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 more of the foregoingitems described, ad valorem taxes or payments in lieu of that such taxes lawfully assessed against the Project; (ii) all utility amount is then payable for such items. Amounts so billed shall be due 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 payable by Borrower within 30 days after receipt 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds)bill ▇▇ Borrower.

Additional Payments. The Borrowers agree to make A. Tenant shall pay as Additional Payments during the Term hereof, without notice (except as follows: specifically provided) and without abatement, deduction or setoff (a) To except as specifically allowed in this Lease), before any fine, penalty, interest, or cost may be added thereto, or become due or be imposed by operation of law for the Issuernonpayment thereof, as reimbursement for any and all sums, impositions, costs, expenses and liabilities paid other payments assessed by a governmental or quasi governmental authority against the Issuer Premises and all taxes (including personal property taxes and taxes on rents, leases or occupancy, if any, 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 satisfaction 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 the terms of this Lease, including the Administrative Fee provided for herein, and other governmental or quasi-governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any obligations kind and nature whatsoever that, at any time during the Term hereof may be assessed, levied, confirmed, imposed upon, or 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 Borrowers hereunder Premises, or such franchises as may be appurtenant to the use of the Premises (all of which are sometimes herein referred to collectively as “Impositions” and individually as “Imposition”) provided, however, that if, by law, any Imposition may at the option of Tenant be paid in installments (whether or not performed interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in accordance with installments and, in such event, shall pay such installments during the terms Term hereof by the Borrowersbefore any fine, penalty, further interest or cost may be added thereto. (b) To the IssuerB. Notwithstanding anything else in this Lease, as reimbursement for or prepayment in lieu of expenses paid or to be paid by the Issuer property taxes 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 government property lease excise taxes with respect to the ProjectProperty, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance within forty-five (45) days of the Bonds which are not otherwise required 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. Operating Cash Flow shall be paid determined on a cash basis in accordance with accounting standards currently used by The ▇▇▇▇▇ Company, L.C. and applied on a consistent basis. Because the Borrowers under this Agreement. (c) To the Trusteeuse of cash basis accounting may cause distortions, 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 and when the same become due; provided that the Borrowers may, without creating a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in the Indenture, and the amount of any such fees, charges or expenses. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The 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 certain adjustments may be made without prejudice including but not limited to the Borrowers' contest regarding same, in which case such tender shall be made to avoid the imposition of any penaltyfollowing: (x) during the period of such contest and any appeal therefrom unless the Trustee or the Letter of Credit Bank shall notify the Borrowers that, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds).Tenant may establish and

Additional Payments. The Borrowers agree County shall also pay in addition to make the Base Rental Payments, to the Corporation, the Authority or the Trustee, as hereinafter provided, such amounts (“Additional Payments Payments”) in each year as shall be required for the payment of all costs and expenses as follows: (a1) To the Issuer, as reimbursement for any All taxes and all costs, expenses and liabilities paid by the Issuer in satisfaction assessments of any obligations of type or character charged to the Borrowers hereunder not performed in accordance with Corporation, the terms hereof by the Borrowers. (b) To the Issuer, as reimbursement for or prepayment of expenses paid Authority or to be paid by the Issuer and requested by Trustee affecting the Borrowersamount available to the Corporation, or required by this Agreement, the Authority or the Indenture Trustee from payments to be received hereunder or incurred in enforcing the provisions of this Agreement or the Indenture, or incurred in defending any action or proceedings with respect way arising due to the Project, this Agreement, transactions contemplated hereby (including taxes and assessments assessed or the Indenture, levied by any public agency or arising out governmental authority of whatsoever character having power to levy taxes or assessments) but excluding any taxes based upon any other document related to the issuance capital and/or income of the Bonds which are not otherwise required to be paid by the Borrowers under this Agreement. (c) To the Trustee, the customary Corporation or any other person other than the County; provided, however, that the County shall have the right to protest any such taxes or assessments and to require the Authority, the Corporation or the Trustee, as the case may be, at the County’s expense, to protest and contest any such taxes or assessments assessed or levied upon them and that 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 the Authority, the Corporation or the Trustee; (2) The reasonable annual (or other regular) fees and expenses of the Trustee, and all reasonable fees, charges and expenses of the Trustee as trustee, bond registrar and paying agent, and of for any other paying agent on extraordinary services rendered by the Bonds Trustee under the Indenture, all as provided in 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; provided that the Borrowers may, without creating a default hereunder, contest in good faith the necessity for any Extraordinary Services due and Extraordinary Expenses, as such terms are defined in the Indenture, and the amount of any such fees, charges or expenses.payable; (d3) To the Letter of Credit Bank, the The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as required may be engaged by the Reimbursement Authority, the Corporation or the Trustee to prepare audits, financial statements or opinions or provide such other services as are reasonably required under this Facility Lease, the Loan Agreement., the Indenture or the Tax Certificate; (e4) The Borrowers will payreasonable expenses of the Authority in connection with the loan to the Corporation of the proceeds of the Series 2018A Bonds under the Loan Agreement or any other documents contemplated hereby or thereby, as the same become due: (i) all taxes and governmental charges of including without limitation reasonable expenses incurred in connection with any kind whatsoever that litigation which may at any time be lawfully assessed instituted involving such loan or levied against 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 Project or any machinery, equipment, furnishings or other property installed use of the proceeds of the Series 2018A Bonds; and (5) Such amounts as may be necessary to satisfy the rebate requirements in accordance with the Tax Certificate. The Authority Issuance Fee shall be paid to the Authority as a Cost of Issuance on the Closing Date. Other Additional Payments shall be billed to the County by the Borrowers thereon includingAuthority, without limiting the generality Corporation or the Trustee from time to time, together with (i) a statement executed by a duly authorized officer or agent of the foregoingAuthority, ad valorem taxes the Corporation or payments in lieu the Trustee, as the case may be, stating that the amount billed has been incurred or paid by the Authority, the Corporation or the Trustee for one or more of such taxes lawfully assessed against the Project; above items and (ii) all utility and other charges a copy of the invoice or statement for the amount so incurred in or paid. Amounts so billed shall be paid by the operationCounty within thirty (30) days after receipt of the ▇▇▇▇ by the County. Payment by the County to the Authority, maintenance, use, occupancy and upkeep of If the Borrowers shall first notify Corporation or 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 amount so billed by any such taxes, assessments and other charges and, in the event of any party shall fulfill such contest, may permit the taxes, assessments or other charges so contested to remain unpaid (except where tender of all or a portion payment obligation of the taxes, assessments or other charges may be made without prejudice to the Borrowers' contest regarding same, in which case such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds)County.

Additional Payments. The Borrowers agree In addition to make the Lease Payments, the City shall pay when due the following Additional Payments as followsPayments: (a) To All taxes and assessments of any type or character charged to the Issuer, as reimbursement for Authority or to the Trustee affecting the amount available to 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 all costs, expenses 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 Trustee and liabilities paid taxes based upon or measured by the Issuer in satisfaction net income of the Trustee; provided, however, that the City shall have the right to protest any such taxes or assessments and to require the Authority or the Trustee, at the City’s expense, to protest and contest any such taxes or assessments levied upon them and that the City shall have the right to withhold payment of any obligations 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 Borrowers hereunder not performed in accordance with Authority or the terms hereof by the Borrowers.Trustee; (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 Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance of the Bonds which are not otherwise required to be paid by the Borrowers under this Agreement. (c) To the Trustee, the customary All reasonable fees, charges and expenses of the Trustee as trustee, bond registrar and paying agent, and of any other paying agent on the Bonds for services rendered under the Indenture, all as provided in the Indenture, Indenture as and when the same become due; provided that due and payable; (c) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Borrowers mayAuthority or the Trustee to prepare audits, without creating a default hereunderfinancial statements, contest in good faith reports, opinions or provide such other services required under the necessity for any Extraordinary Services Site and Extraordinary ExpensesFacility Lease, as such terms are defined in this Lease Agreement or the Indenture, and the amount of any such fees, charges or expenses.; and (d) To the Letter of Credit Bank, the The reasonable fees and expenses as required of the Authority or any agent or attorney selected by the Reimbursement AgreementAuthority 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 administration of the Site and Facility Lease, this Lease Agreement or the Indenture. (e) The Borrowers will pay, Any amounts due and payable by the City as arbitrage rebate under section 148 of 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 Code with respect to the Project or any machineryBonds, equipment, furnishings or other property installed pursuant to City’s covenants and agreements with respect thereto in Section 6.08 of the Indenture and Section 5.10(c) hereof. Such Additional Payments shall be billed to the City by the Borrowers thereon includingAuthority or the Trustee from time to time, without limiting together with a statement certifying that the generality amount billed has been incurred or paid by the Authority or the Trustee for one or more of the above items. After such a demand, amounts so billed shall be paid by the City within thirty (30) days after the date of invoice. Notwithstanding the foregoing, ad valorem taxes or payments in lieu 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 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 soIndenture, the Borrowers may, at their expense calculation and in their own name and behalf or in payment for which is the name and behalf responsibility 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds)City.

Additional Payments. The Borrowers agree to make Additional Payments as followsWhenever the Redraw Facility Provider determines that: (a) To the Issuereffective cost to the Redraw Facility Provider of making, as reimbursement for funding or maintaining any and all costs, expenses and liabilities paid by Redraw Advance or the Issuer Redraw Limit is increased in satisfaction of any obligations of the Borrowers hereunder not performed in accordance with the terms hereof by the Borrowers.way; (b) To the Issuer, as reimbursement for or prepayment of expenses any amount paid or payable to be paid the Redraw Facility Provider or received or receivable by the Issuer and requested by the Borrowers, or required by this AgreementRedraw Facility Provider, or the Indenture effective return to the Redraw Facility Provider, under or incurred in enforcing the provisions respect of this agreement is reduced in any way; Redraw Facility Agreement or the Indenture, or incurred in defending any action or proceedings with respect to the Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance of the Bonds which are not otherwise required to be paid by the Borrowers under this Agreement.Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ + -------------------------------------------------------------------------------- (c) To 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 change in, any making of or 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 Trustee under this clause) the 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 customary feesSupplementary Terms Notice, charges and expenses pay for the account of the Trustee as trusteeRedraw Facility Provider the amount, bond registrar and paying agentabsent manifest error, and certified by an Authorised Signatory of the Redraw Facility Provider to be 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, this clause applies: (g) to any law, official directive or request with respect to Tax (other than any Tax on the net income of any other paying agent on person) or reserve, redraw, capital adequacy, special deposit or similar requirements; (h) to official directives or requests which do not have the Bonds under force of law where it is the Indenture, all as provided practice of responsible bankers or financial institutions in the Indenturecountry concerned to 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, as and when the same become due; provided that the Borrowers mayis required to make a payment, without creating a default hereunder, contest or forgoes or earns reduced interest or other return on any capital or on any sum calculated by reference in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in the Indenture, and way to the amount of any such fees, charges or expenses. (d) To the Letter of Credit BankRedraw Advance, the fees and expenses as required by the Reimbursement Agreement. (e) The Borrowers will pay, as the same become due: (i) all taxes and governmental charges of Redraw Limit or to any kind whatsoever that may at any time be lawfully assessed other amount paid or levied against payable or with respect received or receivable under this agreement or allocates capital 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds)sum.

Additional Payments. The Borrowers agree In addition to make the Loan Payments, the Company shall also pay to the Issuer or to the Trustee, as the case may be, “Additional Payments Payments,” as follows: (a) To All taxes and assessments of any type or character charged to the Issuer 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 Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the Company shall have the right to protest any such taxes or assessments and to require the Issuer, as reimbursement for at the Company’s expense, to protest and contest any such taxes or assessments levied upon them and all costs, expenses and liabilities paid by that the Issuer in satisfaction Company shall have the right to withhold payment of any obligations 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 Borrowers hereunder not performed in accordance with the terms hereof by the Borrowers.Issuer; (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 Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance of the Bonds which are not otherwise required to be paid by the Borrowers under this Agreement. (c) To the Trustee, the customary All reasonable fees, charges and expenses of the Trustee as trustee, bond registrar and paying agent, and of any other paying agent on the Bonds for services rendered under the Indenture, Indenture and all as provided amounts referred to in the Indenture, as and when the same become due; provided that due and payable; (c) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Borrowers mayIssuer or the Trustee to prepare audits, without creating a default hereunderfinancial statements, contest in good faith reports, opinions or provide such other services required under this Agreement, the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in Tax Agreement or the Indenture, and the amount of any such fees, charges or expenses.; (d) To The annual fee of the Letter of Credit Bank, Issuer and the reasonable fees and expenses as required of the Issuer or any agent or attorney selected by the Reimbursement Issuer to act on its behalf in connection with this Agreement. (e) The Borrowers will pay, as the same become due: (i) Tax Agreement, the Bonds or the Indenture, including, without limitation, any and all taxes reasonable expenses incurred in connection with the authorization, issuance, sale and governmental charges delivery of any kind whatsoever that such Bonds or in connection with any litigation, investigation, inquiry or other proceeding which 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 soinstituted involving this Agreement, the Borrowers mayTax Agreement, at their expense and in their own name and behalf the Bonds 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 such 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, in the opinion of Independent Counsel, by nonpayment of any such items the lien of the Indenture or any of the Mortgage 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 administration of this Agreement the Tax Agreement; and (e) Such Additional Payments shall be billed to the Company by the Issuer or the Security Agreement will be materially endangered Trustee from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Issuer or the Project Trustee for one or any material part thereof will be subject to imminent loss or forfeituremore of the above items. After such a demand, in which event such taxes, assessments or charges amounts so billed shall be promptly satisfied and discharged by payment thereof, by furnishing a bond satisfactory to the Trustee and the Letter of Credit Bank, or by payment to a reserve held paid by the TrusteeCompany within 30 days after receipt of the ▇▇▇▇ by the Company. Notwithstanding the provisions hereinforegoing, the Issuer shall not pay any cost, expense or liability be required to submit a ▇▇▇▇ to the Company for payment of the Borrowers 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 Agreement or Section and 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 which represents principal of or interest or any premium on any Bonds)Indenture.

Additional Payments. The Borrowers agree Borrower shall pay to make 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 follows: 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 Agreement, and the financing of the Project, including but not limited to: (a) To the Issuerapplication, as reimbursement for any and all costscommitment or financing fees, 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. if any; (b) To indemnification payments pursuant to Section 8.03 and 8.06 hereof; all taxes and assessments of any type or character charged to the IssuerIssuer 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; (c) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as reimbursement for may be engaged by Issuer or prepayment of expenses paid Lender to prepare audits, financial statements, reports or opinions or to be paid by the Issuer and requested by the Borrowers, or provide such other services required by under this Agreement, or otherwise in connection with 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 Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance enforcement of the Bonds which are Loan; (d) insurance premiums not otherwise paid hereunder; and (e) all other reasonable, direct and necessary administrative costs of Lender or Issuer and such other charges required to be paid by the Borrowers in order to enforce its rights 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 and when the same become due; provided that the Borrowers may, without creating a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in the Indenture, and the amount of any such fees, charges . Such 9 Additional Payments shall be billed to Borrower by Lender or expenses. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The Borrowers will payIssuer, as the same become due: (i) all taxes and governmental charges of any kind whatsoever case may be, from time to time, together with a statement certifying that may at any time be lawfully assessed the amount so billed has been paid for one 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 more of the foregoingitems described, ad valorem taxes or payments in lieu of that such taxes lawfully assessed against the Project; (ii) all utility amount is then payable for such items. Amounts so billed shall be due 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 payable by Borrower within 30 days after receipt 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds)bill ▇▇ Borrower.

Additional Payments. The Borrowers agree In addition to make Loan Repayments, the Borrower shall also pay to the Authority “Additional Payments,” as provided in this Section. Such Additional Payments as follows: (a) To may be discharged in whole or in part by payment actually received from available proceeds of the Issuer, as reimbursement for any and all costs, expenses and liabilities paid Loan or may be billed to the Borrower by the Issuer in satisfaction of any obligations Authority from time to time, together with a statement certifying the amount billed has been incurred or paid for one or more of the Borrowers hereunder not performed in accordance with the terms hereof by the Borrowers. (b) To the Issuerbelow items. After such a demand, as reimbursement for or prepayment of expenses paid or to amounts so billed shall be paid by the Issuer and requested Borrower within (thirty) 30 days after receipt of the ▇▇▇▇ by the Borrowers, or required by Borrower. The obligations of the Borrower under this Agreement, or Section shall survive the Indenture or incurred in enforcing final payment of the provisions Loan and termination of this Agreement or the Indenture, or incurred in defending any action or proceedings with respect Master Loan Agreement. The Additional Payments to the Project, this Agreement, Authority include: All taxes and assessments of any type or the Indenture, or arising out of or based upon any other document related character charged to the issuance Authority affecting the amount available to the 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); provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority, 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 Bonds which are not otherwise required to be paid Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Borrowers Authority in respect of such affected rights or interests; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Master Loan Agreement. (c) To ; The annual fee of the TrusteeAuthority, any and all fees and expenses incurred primarily in connection with the customary feesauthorization, charges issuance, sale and delivery of this Master Loan Agreement and the reasonable fees and expenses of the Trustee as trusteeAuthority or any agency of the State selected by the Authority to act on its behalf in connection with this Master Loan Agreement, bond registrar and paying agent, and of any other paying agent on the Bonds under the Indenture, all as provided in the Indenture, as and when the same become due; provided that the Borrowers mayincluding, without creating a default hereunderlimitation, contest in good faith the necessity for connection with any Extraordinary Services and Extraordinary Expenseslitigation, as such terms are defined in the Indentureinvestigation, and the amount of any such fees, charges inquiry or expenses. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The Borrowers will pay, as the same become due: (i) all taxes and governmental charges of any kind whatsoever that other proceeding which may at any time be lawfully assessed or levied against or with respect to the Project instituted involving this Master Loan Agreement 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a bond satisfactory to the Trustee and the Letter of Credit Bankdocuments contemplated thereby, or by payment to a reserve held by the Trustee. Notwithstanding the provisions herein, the Issuer shall not pay any cost, expense or liability Attorney General of the Borrowers 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 administration (both before and after the execution of this Master Loan Agreement) of this Master Loan Agreement; All amounts payable to the Authority under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the this Agreement Master Loan Agreement, or related documents, including without limitation all payments required pursuant to 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 which represents principal of or interest or any premium on any Bonds)Tax Certificate and Agreement.

Additional Payments. (a) The Borrowers agree Lessee shall pay, when due, the following amounts to make the following persons, all as "Additional Payments as followsPayments" under this Lease Agreement: (ai) To the IssuerTrustee, 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 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 Issuer all reasonable expenses (including without limitation reasonable attorneys' fees) incurred by the Issuer in relation to the transactions contemplated by this Lease Agreement and the Indenture, which are not otherwise to be paid by the Lessee under this Lease Agreement or the Indenture; (iii) To the appropriate person, such payments as are required (i) as payment for or reimbursement for of any and all reasonable costs, expenses and liabilities paid incurred by the Issuer Issuer, the Letter of Credit Provider or the Trustee or any of them in satisfaction of any obligations of the Borrowers Lessee hereunder that the Lessee does 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 Indentureperform, or incurred in defending the defense of any action or proceedings proceeding with respect to the Project, this Lease Agreement, or the Indenture, or arising out the other Lessee Documents or (ii) as reimbursement for expenses paid, or as prepayment of expenses to be paid, by the Issuer or based upon any other document related to the issuance Trustee and that are incurred as a result of a request by the Bonds which are Lessee or a requirement of this Lease Agreement and that the Lessee is not otherwise required to be paid by the Borrowers pay under this Lease Agreement.; (civ) To the Trustee, the customary fees, charges and expenses cost of the Trustee as trustee, bond registrar and paying agent, and of printing any other paying agent on the Bonds under the Indenture, all as provided in the Indenture, as and when the same become dueReplacement Bonds; provided that the Borrowers may, without creating a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in the Indenture, and the amount of any such fees, charges or expenses.and (dv) To the Letter of Credit BankRemarketing Agent, the fees and expenses as required by to be paid under the Reimbursement Remarketing Agreement. (eb) The Borrowers will pay, as Additional Payments shall be deemed past due for purposes of this Lease Agreement if such remain unpaid after 30 days following the same become date when 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 . Any past due Additional Payments which are due 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 such 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 Provider shall notify the Borrowers that, in the opinion of Independent Counsel, by nonpayment of any such items the lien continue as an obligation of the Indenture or the Mortgage or the Security Agreement will Lessee until they are paid and shall bear interest (except as may be materially endangered or the Project or any material part thereof will be subject to imminent loss or forfeiture, otherwise provided in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a bond satisfactory to the Trustee and the Letter of Credit Bank, or by payment Documents with respect to a reserve held obligations owed to the Letter of Credit Provider) at the prime rate of interest announced from time to time by the Trustee. Notwithstanding Trustee plus four percent during 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 period 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 which represents principal of or interest or any premium on any Bonds)Additional Payments remain unpaid.

Additional Payments. The Borrowers agree In addition to make the Loan Repayments, the Corporation shall also pay to the Authority or to the Trustee, as the case may be, “Additional Payments Payments,” as follows: (a) To All taxes and assessments of any type or character charged to the Issuer, as reimbursement for Authority or to the Trustee affecting the amount available to 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 all costs, expenses 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 Trustee and liabilities paid taxes based upon or measured by the Issuer in satisfaction net income of the Trustee; provided, however, that the Corporation shall have the right to protest any such taxes or assessments and to require the Authority or the Trustee, at the Corporation’s expense, to protest and contest any such taxes or assessments levied upon them and that the Corporation shall have the right to withhold payment of any obligations 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 Borrowers hereunder not performed in accordance with Authority, the terms hereof by Trustee or the Borrowers.Owners; (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 Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance of the Bonds which are not otherwise required to be paid by the Borrowers under this Agreement. (c) To the Trustee, the customary All reasonable fees, charges and expenses of the Trustee as trustee, bond registrar and paying agent, and of any other paying agent on the Bonds for services rendered under the Indenture, Indenture and all as provided amounts referred to in Section 11.13 of the Indenture, as and when the same become due; provided that due and payable; (c) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Borrowers mayAuthority or the Trustee to prepare audits, without creating a default hereunderfinancial statements, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expensesreports, as opinions or provide such terms are defined in other services required under this Loan Agreement or the Indenture, and the amount of any such fees, charges or expenses.; (d) To the Letter of Credit BankThe Authority Issuance Fee, the Authority Annual Fee and the reasonable fees and expenses as required of the Authority or any agent or attorney selected by the Reimbursement Authority to act on its behalf in connection with this Loan Agreement. (e) The Borrowers will pay, as the same become due: (i) Bonds or the Indenture, including, without limitation, any and all taxes reasonable expenses incurred in connection with the authorization, issuance, sale and governmental charges delivery of any kind whatsoever that such Bonds or in connection with any litigation, investigation or other proceeding which may at any time be lawfully assessed instituted involving this Loan Agreement, the Bonds or levied against 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 administration of this Loan Agreement or the Indenture; and (e) Any amounts due and payable by the Corporation as arbitrage rebate under section 148 of the Code, pursuant to Corporation’s covenants and agreements with respect thereto in this Loan Agreement. Such Additional Payments shall be billed to the Project or any machinery, equipment, furnishings or other property installed Corporation by the Borrowers thereon includingAuthority or the Trustee from time to time, without limiting together with a statement certifying that the generality amount billed has been incurred or paid by the Authority or the Trustee for one or more of the above items. 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, ad valorem taxes or payments in lieu the Authority shall not be required to submit a ▇▇▇▇ to the Corporation for payment 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 Authority Annual Fee. The Authority Issuance Fee and the Letter of Credit Bank of its intention initial Authority Annual Fee shall be paid to do sothe Authority by the Corporation on the Closing Date. Thereafter, the Borrowers mayAuthority Annual Fee shall be due and payable by the Corporation in advance on July 1 of each year, at their expense and in their own name and behalf or in commencing with the name and behalf first 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 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 payments to remain unpaid (except where tender of all or a portion of the taxes, assessments or other charges may be made without prejudice 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 Borrowers' contest regarding same, Authority when due. The Corporation’s obligation to pay the Authority Issuance Fee and the Authority Annual Fee shall in which case such tender shall be made to avoid no way limit amounts payable by 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a bond satisfactory Corporation 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 Authority under this Agreement or Loan Agreement, including for 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 which represents principal of or interest or any premium on any Bonds)enforcement thereof.

Additional Payments. The Borrowers agree Corporation will pay to make the Issuer, to the Lender or to another party, as appropriate, as “Additional Payments as follows: Payments” any amounts incurred by the Lender or the Issuer after the Closing Date in payment of reasonable costs and expenses in connection with the performance or enforcement of the Bonds or the Corporation Documents and the financing of the 2022 Project and refinancing of the Refunded Projects and, including (a) To application, commitment or financing fees, if any; (b) indemnification payments pursuant to Section 6.03 and Section 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 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 that the Corporation shall have the right to protest and contest any such taxes or assessments and to require the Issuer or the Lender, at the Corporation’s expense, to protest and contest any such taxes or assessments levied upon them and that the Corporation shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless that withholding, protest or contest would adversely affect the rights or interests of the Lender or the Issuer; (d) the fees and expenses of any accountants, consultants, attorneys and other experts 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 Loan or the Bonds; (e) insurance premiums required to be paid hereunder; (f) any rebate payments payable to the United States or other payments payable pursuant to the Tax Compliance Agreement; (g) all other reasonable, direct and necessary administrative costs of the Lender or the Issuer and 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 the Corporation by the Lender or the Issuer, as reimbursement the case may be, from time to time, together with a statement certifying that the amount so billed has been paid for any one or more of the items described, or that it is then payable for those items. Amounts so billed shall be due and all costs, expenses and liabilities paid payable by the Issuer in satisfaction of any obligations Corporation within 30 days after receipt of the Borrowers hereunder not performed in accordance with the terms hereof ▇▇▇▇ by the BorrowersCorporation. (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 Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the 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 and when the same become due; provided that the Borrowers may, without creating a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in the Indenture, and the amount of any such fees, charges or expenses. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds).

Additional Payments. The Borrowers agree Borrower shall pay the following amounts to make the following persons, all as “Additional Payments as followsPayments” under this Loan Agreement: (a) To the IssuerTrustee, as reimbursement when due, all reasonable fees and charges for any its services rendered under the Indenture, this Loan Agreement and the Borrower Documents, and all costs, reasonable expenses (including without limitation reasonable fees and liabilities paid by the Issuer in satisfaction of any obligations charges of the Borrowers hereunder not performed Paying Agent, the Bond Registrar, counsel, accountant, engineer or other person) incurred in accordance with the terms hereof by performance of the Borrowers.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, as reimbursement for or prepayment of upon demand, its regular administrative and issuance fees and charges, if any, and all expenses paid or (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 Issuer and requested by the Borrowers, or required by Borrower under this Agreement, or the Indenture or incurred in enforcing the provisions of 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 defending the defense of any action or proceedings proceeding with respect to the Project, this Loan Agreement, the Indenture or the Indentureother Borrower Documents, or arising out (ii) as reimbursement for expenses paid, or as prepayment of expenses to be paid, by the Issuer or based upon 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 document related to the issuance of the Bonds which are not otherwise amounts required to be paid by the Borrowers Borrower under this Loan Agreement.; and (cf) To the Trustee, the customary All Costs of Issuance and fees, charges and expenses expenses, including agent and counsel fees, incurred in connection with the issuance 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 IndentureBonds, as and when the same become due; . Any past due Additional Payments shall continue as an obligation of the Borrower until they are paid and shall bear interest (except as may be otherwise provided that the Borrowers may, without creating a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in the Indenture, and the amount of any such fees, charges or expenses. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The 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 Collateral Documents with respect to obligations owed to the Project or any machinery, equipment, furnishings or other property installed Credit Enhancer) at the base rate of interest announced from time to time 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; Trustee for variable rate commercial loans plus two percent (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 such tender shall be made to avoid the imposition of any penalty2%) during the period of such contest and any appeal therefrom unless the Trustee or the Letter of Credit Bank shall notify the Borrowers that, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds)Additional Payments remain unpaid.

Additional Payments. The Borrowers agree In addition to make 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 the Bond Trustee, as the case may be, “Additional Payments Payments,” as follows: (a) To All taxes and assessments of any type or character charged to the Issuer or 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 issuer of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Bond Trustee and taxes based upon or measured by the net income of the Bond Trustee; provided, however, that the Borrower Representative shall have the right to protest any such taxes or assessments and to require the Issuer or the Bond Trustee, at the Borrowers’ expense, to protest and contest any such taxes or assessments levied upon them and that 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 the Issuer or the Bond Trustee; (b) The fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer or the Bond Trustee in connection with the performance of its duties hereunder or in the Trust Indenture and to prepare audits, financial statements, reports, opinions or 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, as reimbursement for 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 costsexpenses incurred in connection with the authorization, expenses issuance, sale and liabilities 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 administration of this Loan Agreement and the Borrower Financing Documents. Such Additional Payments shall be billed to the Borrowers by the Issuer or the Bond Trustee from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Issuer in satisfaction of any obligations or the Bond Trustee for one or more of the Borrowers hereunder not performed in accordance with the terms hereof by the Borrowers. (b) To the Issuerabove items. After such a demand, 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 Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance of the Bonds which are not otherwise required to amounts so billed shall be paid by the Borrowers under this Agreement. within thirty (c30) To days after receipt of the Trustee▇▇▇▇ by the Borrower. Notwithstanding the foregoing, the customary feesIssuer may, charges and expenses but shall not be required to, submit a ▇▇▇▇ to the Borrowers for payment of the Trustee as trustee, bond registrar and paying agent, and of any other paying agent Issuer’s Annual Fee. The Issuer’s Annual Fee shall be paid in semiannual installments on the Bonds under six (6) month anniversary of the Indenture, all as provided in the Indenture, as Closing Date and when subsequently on the same become due; provided that the Borrowers may, without creating a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in the Indenture, and the day every sixth (6th) month thereafter. The amount of any such fees, charges or expenses. (d) To the Letter of Credit Bank, the fees and expenses as required each semiannual payment shall be determined by the Reimbursement Agreement. (e) The Borrowers will pay, as the same become due: multiplying (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 principal amount of the foregoing, ad valorem taxes or payments in lieu Series 2021 Bonds Outstanding as of such taxes lawfully assessed against the Project; last day of the calendar month preceding the installment payment due date by (ii) all utility and other charges incurred in 0.03 percent (3 basis points) by (iii) one half (1/2). Any invoice furnished to any Borrower by the operation, maintenance, use, occupancy and upkeep of If Issuer or the Borrowers shall first notify the Bond Trustee and the Letter of Credit Bank of its intention pursuant 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 such tender this Section 3.3 shall be made deemed to avoid constitute a written notice under Section 5.1(b) sufficient to cause the imposition of any penalty30-day period specified in said Section 5.1(b) during the period of such contest and any appeal therefrom unless the Trustee or the Letter of Credit Bank shall notify the Borrowers that, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds)commence.

Additional Payments. The Borrowers agree In addition to make Additional Payments as follows: (a) To the IssuerLoan Repayments, as reimbursement for any and all costs, expenses and liabilities paid by the Issuer in satisfaction of any obligations of Borrower shall also pay to 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 Authority 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 Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance of the Bonds which are not otherwise required to be paid by the Borrowers under this Agreement. (c) To the Trustee, as the customary case may be, “Additional Payments,” as follows: All taxes and assessments of any type or character charged to the Authority or to the Trustee affecting the amount available to 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 taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Authority or the Trustee; provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority or 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 Authority or the Trustee; The Borrower’s Proportionate Share of all reasonable fees, charges and expenses of the Trustee as trustee, bond registrar and paying agent, and of any other paying agent on the Bonds for services rendered under the Indenture, Indenture and all as provided amounts referred to in Section 8.06 of the Indenture, as and when the same become duedue and payable; provided that The Borrower’s Proportionate Share of the Borrowers mayreasonable fees and expenses of such accountants, without creating a default hereunderconsultants, contest attorneys and other experts as may be engaged by the Authority or the Trustee to prepare audits, financial statements, reports, opinions or 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 good faith Costs of Issuance); The Borrower’s Proportionate Share of the necessity for reasonable fees and expenses of the Authority or any Extraordinary Services and Extraordinary Expensesagent or attorney selected by the Authority to act on its behalf in connection with this Loan Agreement, as such terms are defined in the Notes or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the amount authorization, issuance, sale and delivery of any such feesNotes or in connection with any litigation, charges investigation, inquiry or expenses. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The Borrowers will pay, as the same become due: (i) all taxes and governmental charges of any kind whatsoever that other proceeding which may at any time be lawfully assessed instituted involving this Loan Agreement, the Notes or levied against the Indenture or any of the other documents contemplated thereby, or in connection with respect the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of 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 Project or any machinery, equipment, furnishings or other property installed by the Borrowers thereon including, without limiting the generality extent then required under Section 5.02 of the foregoing, ad valorem taxes or Indenture. All such 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 such tender shall be made to avoid by the imposition of any penalty) during Borrower from the period of such contest Deferral Amounts and any appeal therefrom unless the Trustee or the Letter of Credit Bank shall notify the Borrowers that, in the opinion of Independent Counsel, by nonpayment of any such items the lien other legally available funds 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 imminent loss or forfeitureBorrower, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by for payment thereof, by furnishing a bond satisfactory to the Trustee and Person or Persons entitled to such payments or for deposit to the Letter of Credit Bank, appropriate fund or by payment to a reserve account held by the Trustee. Notwithstanding Trustee under 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 which represents principal of or interest or any premium on any Bonds)Indenture.#

Additional Payments. The Borrowers agree Subject to make 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 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 Equityholders (each an “Additional Payments as follows:Payment”): (a) To the IssuerEquityholder Representative shall prepare and deliver to Parent and the Exchange Agent a spreadsheet showing the Equityholder Representative’s calculations of the following items (each, as reimbursement for any and all costsan “Additional Payout Spreadsheet”), expenses and liabilities which spreadsheet shall be reasonably acceptable to Parent: (i) in connection with the payment of Additional Payments, the amount of each Additional Payment to be paid by the Issuer in satisfaction to an Equityholder, after giving effect to payments of Restructured Liabilities and/or Excess Liabilities, based on their Earnout Percentages of any obligations Additional Payment, together with the name, address and, if available, email address or fax number for each such Equityholder; (ii) in connection with the payment of Additional Payments, the amount of such Additional Payments used to make a payment of Restructured Liabilities, together with 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 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 each such person receiving payment of Excess Liabilities; and (iv) the portion of the Borrowers hereunder not performed in accordance with Additional 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 terms hereof Additional Payments covered by the Borrowerssuch Additional Payout Spreadsheet. (b) To The Exchange Agent shall make payments of funds held in the IssuerEquityholder Representative Expense Fund (pursuant to Section 8.03(a)), Refunded Liability Amounts, Restructured Liabilities, Excess Liabilities, and Earnout Consideration to Equityholders, as reimbursement for or prepayment 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 expenses paid or such Additional Payment. For the avoidance of doubt, all Restructured Liabilities payable with respect to Key Employees will be paid by to the Issuer recipients thereof through the Parent’s or its Affiliate’s payroll and requested by shall not be paid to the Borrowers, or required by this Agreement, Exchange Agent or the Indenture Equityholder Representative, but shall be separately identified and included on the Additional Payout Spreadsheet. In addition, any employer portion of employment taxes (or incurred in enforcing the provisions of this Agreement or the Indenture, or incurred in defending any action or proceedings similar obligations) payable with respect to the Project, this Agreement, or Restructured Liabilities shall reduce Additional Payments (at the Indenture, or arising out of or based upon any other document time such related to the issuance of the Bonds which Additional Payments are not otherwise required to payable) and such amounts shall be paid retained by the Borrowers under this AgreementParent. (c) To the TrusteeFor purposes of illustration only, the customary fees, charges and expenses prior to Closing Annex C will contain an exemplar 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 and when the same become due; provided that the Borrowers may, without creating a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in the Indenture, and the amount of any such fees, charges or expensesan Additional Payout Spreadsheet. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds).

Additional Payments. The Borrowers agree 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 Additional Payments as follows: Loans hereunder to a level below that which the Lender or such holding company could have achieved but for such adoption, change or compliance (ataking 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) To the Issuer, as reimbursement for by any and all costs, expenses and liabilities paid amount deemed by the Issuer Lender to be material, or (iii) as a result from any change after the date of this Agreement in satisfaction United States, Federal, State, Municipal or Foreign Laws or Regulations (including Regulation D), or the adoption or making after the date hereof of any obligations interpretations, directives or requirements applying to a class of banks, including the Borrowers hereunder Lender of or under any United States, Federal, State, Municipal or Foreign Laws or Regulations (whether or not performed in accordance having the force of law) by any court or governmental or monetary authority charged with the terms hereof by interpretation or administration thereof which changes the Borrowers. (b) To basis of taxation of any amounts payable 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 Lender under this Agreement, or including, without limitation, the Indenture or incurred in enforcing Term Loan (other than taxes imposed on the provisions overall net income of this Agreement or the IndentureLender by the jurisdiction where the principal office of the Lender is located), or incurred in defending any action or proceedings with respect then the Lender shall notify the Borrower thereof. The Borrower agrees to pay to the Project, this Agreement, or Lender the Indenture, or arising out amount of or based upon any other document related to the 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 such reduction in the Indenture, return on capital as and when such reduction is determined, upon presentation by the same become due; provided that the Borrowers may, without creating Lender of a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined statement in the Indenture, amount and the amount of any such fees, charges or expenses. (d) To the Letter of Credit Banksetting forth in reasonable detail, the fees Lender's calculation thereof, which statement shall be deemed true and expenses as required by the Reimbursement Agreement. (e) The 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 correct absent manifest error. In determining 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 soamount, the Borrowers may, at their expense Lender may use reasonable averaging 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds)attribution methods.

Additional Payments. The Borrowers agree Borrower shall pay the following amounts to make the following persons, all as "Additional Payments as followsPayments" 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 for of any and all reasonable costs, expenses and liabilities paid incurred by the Issuer Issuer, the Credit Enhancer or the Trustee or any of them in satisfaction of any obligations of the Borrowers Borrower hereunder and under the other Borrower Documents that the Borrower does 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 Indentureperform, or incurred in defending the defense of any action or proceedings proceeding with respect to the Project, this Loan Agreement, the Indenture or the Indentureother Borrower Documents, or arising out (ii) as reimbursement for expenses paid, or as prepayment of expenses to be paid, by the Issuer or based upon 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 document related to the issuance of the Bonds which are not otherwise amounts required to be paid by the Borrowers Borrower under this Loan Agreement.; and (cg) To the Trustee, the customary All Costs of Issuance and fees, charges and expenses expenses, including agent and counsel fees, incurred in connection with the issuance 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 IndentureBonds, as and when the same become due; . Any past due Additional Payments shall continue as an obligation of the Borrower until they are paid and shall bear interest (except as may be otherwise provided that the Borrowers may, without creating a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in the Indenture, and the amount of any such fees, charges or expenses. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The 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 Collateral Documents with respect to obligations owed to the Project or any machinery, equipment, furnishings or other property installed Credit Enhancer) at the base rate of interest announced from time to time 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; Trustee for variable rate commercial loans plus two percent (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 such tender shall be made to avoid the imposition of any penalty2%) during the period of such contest and any appeal therefrom unless the Trustee or the Letter of Credit Bank shall notify the Borrowers that, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds)Additional Payments remain unpaid.

Additional Payments. The Borrowers agree In addition to make the Loan Payments, the Borrower shall also pay to the Issuer, the Bondholder Representative or the Trustee, as the case may be, “Additional Payments Payments,” as follows: (a) To All taxes and assessments of any type or character charged to the Issuer, as reimbursement for the Bondholder Representative, the Construction Monitor or to the Trustee affecting the amount available to the 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 all costsassessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments); provided, expenses however, that the Borrower shall have the right to protest any such taxes or assessments and liabilities paid by to require the Issuer in satisfaction Issuer, the Bondholder Representative, the Construction Monitor or 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 obligations 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 Borrowers hereunder not performed in accordance with Issuer, the terms hereof by Bondholder Representative, the Borrowers.Construction Monitor, or the Trustee; (b) To The fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, as reimbursement for the Bondholder Representative or prepayment the Trustee in connection with the performance of expenses paid its duties hereunder or in the Indenture and to be paid by the Issuer and requested by the Borrowersprepare audits, financial statements, reports, opinions or provide such other services required by under this Loan Agreement, or the Indenture or incurred in enforcing the provisions of this Agreement Borrower Documents or the Indenture, including, but not limited to, any audit or incurred 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 defending any action or proceedings connection with respect to the Project, this Loan Agreement, the Borrower Documents, the Bonds or the Indenture, or arising out of or based upon any other document related to the 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 and when the same become due; provided that the Borrowers mayincluding, without creating a default hereunderlimitation, contest any and all reasonable expenses incurred in good faith connection with the necessity for any Extraordinary Services authorization, issuance, sale and Extraordinary Expenses, as such terms are defined in the Indenture, and the amount delivery of any such feesBonds or in connection with any litigation, charges investigation, inquiry or expenses. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The Borrowers will pay, as the same become due: (i) all taxes and governmental charges of any kind whatsoever that other proceeding which may at any time be lawfully assessed instituted involving this Loan Agreement, the Borrower Documents, the Bonds or levied against the Indenture or any of the other documents contemplated thereby, or in connection with respect the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of this Loan Agreement and the Borrower Documents. Such Additional Payments shall be billed to the Project or any machinery, equipment, furnishings or other property installed Borrower by the Borrowers thereon includingIssuer, without limiting the generality Bondholder Representative, the Construction Monitor or the Trustee from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Issuer, the Bondholder Representative, the Construction Monitor, or the Trustee for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower on or on behalf of the Borrower by the Trustee as set forth in the Indenture. Notwithstanding the foregoing, ad valorem taxes the Issuer may, but shall not be required to, submit a bill to 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 payments 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 lieu 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 such taxes lawfully assessed against or in connection with this Loan Agreement, the ProjectBorrower 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) all utility annually in advance, beginning on the Closing Date and other charges incurred in as long as 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 soBonds remain outstanding, 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds)’s Annual Fee.

Additional Payments. The Borrowers agree In addition to make Loan Repayments [and payments on Obligation No. ], the Borrower shall also pay to the Authority or the Trustee [can add other parties if applicable for variable rate bonds], as the case may be, “Additional Payments,” as provided in this Section. Such Additional Payments as follows: (a) To may be discharged in whole or in part by payment actually received from amounts in the Issuer, as reimbursement for any and all costs, expenses and liabilities paid [Costs of Issuance Fund] or may be billed to the Borrower by the Issuer in satisfaction of any obligations 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 Borrowers hereunder not performed in accordance with the terms hereof by the Borrowers. (b) To the Issuerbelow items. After such a demand, as reimbursement for or prepayment of expenses paid or to amounts so billed shall be paid by the Issuer and requested Borrower within thirty (30) days after receipt of the ▇▇▇▇ by the BorrowersBorrower. The obligations of the Borrower under this Section shall survive the resignation and removal of the Trustee, 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 Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance payment of the Bonds which are not otherwise required and discharge of the Bond Indenture. The Additional Payments to the Authority include: All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be paid 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 Authority, 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 Authority and the Borrower has provided the Authority with security and indemnification reasonably deemed adequate by the Borrowers Authority in respect of such affected rights or interests; All amounts payable to the Authority under Section [Indemnity Section] hereof; The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under this Agreement. (c) To Loan Agreement [, Obligation No. ] or the TrusteeBond Indenture; The annual fee of the Authority, any and all fees and expenses incurred primarily in connection with the customary feesauthorization, charges issuance, sale and delivery of any Bonds and the reasonable fees and expenses of the Trustee as trusteeAuthority or any agency of the State of California selected by the Authority to act on its behalf in connection with this Loan Agreement, bond registrar and paying agent, and of any other paying agent on [Obligation No. ,] the Bonds under or the Bond Indenture, all as provided in the Indenture, as and when the same become due; provided that the Borrowers mayincluding, without creating a default hereunderlimitation, contest in good faith the necessity for connection with any Extraordinary Services and Extraordinary Expenseslitigation, as such terms are defined in the Indentureinvestigation, and the amount of any such fees, charges inquiry or expenses. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The Borrowers will pay, as the same become due: (i) all taxes and governmental charges of any kind whatsoever that other proceeding which may at any time be lawfully 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 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 against by any public agency or with respect governmental authority of whatsoever character having power 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 levy taxes or payments in lieu of assessments); provided, however, that the Borrower shall have the right to protest any such taxes lawfully assessed against or assessments and to require the Project; (ii) all utility Trustee, at the Borrower’s expense, to protest and other charges incurred in contest any such taxes or assessments levied upon them and that the operationBorrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, maintenance, use, occupancy and upkeep protest or contest would adversely affect the rights or interests of If the Borrowers shall first notify the Trustee and the Letter Borrower has provided the Trustee with security and indemnification reasonably deemed adequate by the Trustee in respect of Credit Bank such affected rights or interests; All reasonable fees and expenses of its intention to do sosuch accountants, the Borrowers mayconsultants, 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 attorneys 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 experts as may be made without prejudice to the Borrowers' contest regarding same, in which case such tender shall be made to avoid the imposition of any penalty) during the period of such contest and any appeal therefrom unless engaged by the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Loan Agreement or the Letter of Credit Bank shall notify the Borrowers that, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a bond satisfactory Bond Indenture; All amounts payable to the Trustee under Section [Indemnity Section]; and All other reasonable and necessary fees and expenses attributable to the Letter of Credit BankBonds, this Loan Agreement, or by payment related documents, including without limitation all payments required pursuant 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 which represents principal of or interest or any premium on any Bonds)Tax Agreement.

Additional Payments. The Borrowers agree In addition to make Additional Payments as follows: (a) To the Loan repayments, the Borrower shall also pay to the Issuer, to the Participating County or to the Trustee, as reimbursement for any the case may be, “Additional Payments,” as follows: all taxes and all costs, expenses and liabilities paid by the Issuer in satisfaction assessments of any obligations of the Borrowers hereunder not performed in accordance with the terms hereof by the Borrowers. (b) To type or character charged to the Issuer, as reimbursement for or prepayment of expenses paid to the Participating County or to the Trustee from payments to be paid 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 Trustee and taxes based upon or measured 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 Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance net income of the Bonds which are not otherwise required Trustee; provided, however, that the Borrower shall have the right to be paid by protest any such taxes or assessments and to require the Borrowers under this Agreement. (c) To Issuer, the Participating County or the Trustee, at the customary 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 Issuer, the Participating County or the Trustee; all reasonable fees, charges charges, and expenses of the Trustee as trustee, bond registrar and paying agent, and of any other paying agent on the Bonds for services rendered under the Indenture, all as provided in the Indenture, as and when the same become duedue and payable; provided that the Borrowers mayreasonable fees and expenses of such accountants, without creating a default hereunderconsultants, contest attorneys, and other experts as may be engaged by the Issuer, the Participating County or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Agreement or the Indenture; the reasonable fees and expenses, including reasonable attorney fees, of the Issuer and each Participating County in good faith connection with this Agreement, the necessity for any Extraordinary Services and Extraordinary ExpensesProject, as such terms are defined in the Bonds or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the amount authorization, issuance, sale, and delivery of the Bonds or in connection with any such fees, charges or expenses. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The Borrowers will pay, as the same become due: (i) all taxes and governmental charges of any kind whatsoever that litigation which may at any time be lawfully 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 levied against authority in connection therewith, or in connection with respect the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of this Agreement. Such Additional Payments shall be billed to the Project or any machinery, equipment, furnishings or other property installed Borrower 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 the Participating County or the Trustee from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Issuer, the Participating County or the Trustee for one or more of the above items. After such taxesa demand, assessments and other charges and, in amounts so billed shall be paid by the Borrower within 30 days after receipt of the ▇▇▇▇ by the Borrower. 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 Borrower should fail to make any such payment; provided that of the Borrowers maypayments required by this Section, without creating a the item in default hereundershall continue as an obligation of the Borrower until the amount in default shall have been fully paid, contest in good faith and the necessity or Borrower will pay the reasonableness of any such cost, expense or liability (other than any amount which represents principal of or same with interest or any premium on any Bonds)thereon at the Default Rate.

Additional Payments. The Borrowers agree to make Additional Payments as followsWhenever the Redraw Facility Provider determines that: (a) To the Issuereffective cost to the Redraw Facility Provider of making, as reimbursement for funding or maintaining any and all costs, expenses and liabilities paid by Redraw Advance or the Issuer Redraw Limit is increased in satisfaction of any obligations of the Borrowers hereunder not performed in accordance with the terms hereof by the Borrowers.way; (b) To the Issuer, as reimbursement for or prepayment of expenses any amount paid or payable to be paid the Redraw Facility Provider or received or receivable by the Issuer and requested by the Borrowers, or required by this AgreementRedraw Facility Provider, or the Indenture effective return to the Redraw Facility Provider, under or incurred in enforcing the provisions respect of this Agreement or the Indenture, or incurred agreement is reduced in defending any action or proceedings with respect to the Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance of the Bonds which are not otherwise required to be paid by the Borrowers under this Agreement.way; (c) To 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 change in, any making of or any change in the interpretation or application by any Government Agency of, any law, official directive or request, then: (e) (when it has calculated the effect of the above and the amount to be charged to the Trustee under this clause) the Redraw Facility Provider shall promptly notify the Trust Manager and the Trustee; and (f) on the following Payment Date from time to time the Trustee shall, the customary fees, charges and expenses subject to clause 6 of the Trustee as trusteeSeries Notice, bond registrar and paying agentpay for the account of the Redraw Facility Provider the amount certified by an Authorised Signatory of the Redraw Facility Provider to be 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, and this clause applies: (g) to any law, official directive or request with respect to Taxation (other than any Tax on the net income of any other paying agent on person) or reserve, liquidity, capital adequacy, special deposit or similar requirements; (h) to official directives or requests which do not have the Bonds under force of law where it is the Indenture, all as provided practice of responsible bankers or financial institutions in the Indenturecountry concerned to 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, as and when the same become due; provided that the Borrowers mayis required to make a payment, without creating a default hereunder, contest or forgoes or earns reduced interest or other return on any capital or on any sum calculated by reference in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in the Indenture, and way to the amount of any such fees, charges or expenses. (d) To the Letter of Credit BankRedraw Advance, the fees and expenses as required by the Reimbursement Agreement. (e) The Borrowers will pay, as the same become due: (i) all taxes and governmental charges of Redraw Limit or to any kind whatsoever that may at any time be lawfully assessed other amount paid or levied against payable or with respect received or receivable under this agreement or allocates capital 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds)sum.

Additional Payments. The Borrowers agree Borrower shall pay the following amounts to make the following persons, all as "Additional Payments as followsPayments" under this Loan Agreement: (a) To the IssuerTrustee, as reimbursement when due, all reasonable fees and charges for any its services rendered under the Indenture, this Loan Agreement and the Borrower Documents, and all costs, reasonable expenses (including without limitation reasonable fees and liabilities paid by the Issuer in satisfaction of any obligations charges of the Borrowers hereunder not performed Paying Agent, the Bond Registrar, counsel, accountant, engineer or other person) incurred in accordance with the terms hereof by performance of the Borrowers.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, as reimbursement for or prepayment of upon demand, its regular administrative and issuance fees and charges, if any, and all expenses paid or (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 Issuer and requested by the Borrowers, or required by Borrower under this Agreement, or the Indenture or incurred in enforcing the provisions of 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 defending the defense of any action or proceedings proceeding with respect to the Project, this Loan Agreement, the Indenture or the Indentureother Borrower Documents, or arising out (ii) as reimbursement for expenses paid, or as prepayment of expenses to be paid, by the Issuer or based upon 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 document related to the issuance of the Bonds which are not otherwise amounts required to be paid by the Borrowers Borrower under this Loan Agreement.; and (cf) To the Trustee, the customary All Costs of Issuance and fees, charges and expenses expenses, including agent and counsel fees, incurred in connection with the issuance 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 IndentureBonds, as and when the same become due; . Any past due Additional Payments shall continue as an obligation of the Borrower until they are paid and shall bear interest (except as may be otherwise provided that the Borrowers may, without creating a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in the Indenture, and the amount of any such fees, charges or expenses. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The 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 Collateral Documents with respect to obligations owed to the Project or any machinery, equipment, furnishings or other property installed Credit Enhancer) at the base rate of interest announced from time to time 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; Trustee for variable rate commercial loans plus two percent (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 such tender shall be made to avoid the imposition of any penalty2%) during the period of such contest and any appeal therefrom unless the Trustee or the Letter of Credit Bank shall notify the Borrowers that, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds)Additional Payments remain unpaid.

Additional Payments. The Borrowers agree In addition to make Loan Repayments, the Borrower shall also pay “Additional Payments Payments,” as follows: (a) To All taxes and assessments of any type or character charged to the IssuerAuthority or to the Trustee affecting the amount available to 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 taxes based upon the capital, income or revenues of the Trustee and taxes based upon or measured by the net income or revenues of the Trustee); provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority or the Trustee, as reimbursement for the case may be, at the Borrower’s expense, to protest and contest any and all costssuch taxes or assessments assessed or levied upon them, expenses and liabilities paid by subject to the Issuer in satisfaction provisions of any obligations of the Borrowers hereunder not performed in accordance with the terms hereof by the Borrowers.Sections 6.5 hereof; (b) To the IssuerIn accordance with written fee agreements and fee schedules therefor, 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 Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance of the Bonds which are not otherwise required to be paid by the Borrowers under this Agreement. (c) To the Trustee, the customary all 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 IndentureTrustee, as and when the same become due; provided that due and payable pursuant to the Borrowers mayagreement between the Borrower and the Trustee and the indemnification provisions of the Indenture and Sections 7.2 and 7.3 hereof; (c) The reasonable fees and expenses of such accountants, without creating a default hereunderconsultants, contest in good faith attorneys and other experts as may be engaged by the necessity for any Extraordinary Services and Extraordinary ExpensesTrustee to prepare audits, as financial statements, reports or opinions or to provide such terms are defined in other services required under this Loan Agreement or the Indenture, and the amount of any such fees, charges or expenses.; (d) To All payments provided in the Letter of Credit Bank, the fees Indemnification and expenses as required by the Reimbursement Compensation Agreement.; (e) The Borrowers will payAll 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 Replacement Fund in accordance with Section 5.08 of the Indenture; (g) All payments required to replenish the Insurance and 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 as Loan Repayments and the Insurer’s Surveillance Fee. Such Additional Payments shall be billed to the Borrower from time to time by the Authority or the Trustee, as the same become due: (i) case may be, together with a statement certifying that the amount billed has been incurred or paid for one or more of the above items in all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or invoices relating thereto. Except as otherwise provided in the Indenture with respect to the Project or any machineryAdditional Payments described in subparagraphs (e), equipment(f), furnishings or other property installed (g), and (h) above, amounts so billed shall be paid by the Borrowers thereon including, without limiting the generality Borrower within 30 days after receipt of the foregoing▇▇▇▇ by the Borrower; provided, ad valorem taxes that the Authority 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 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 Letter Borrower that the Trustee, as assignee of Credit Bank of its intention the Authority’s rights under this Loan Agreement pursuant to do sothe Indenture, the Borrowers may, at their expense and in their own name and behalf shall receive funds from or in the name and on behalf of the IssuerBorrower, including funds the Trustee may receive as assignee of the Operator pursuant to the Assignment of Claims, in good faith contest any such taxesamounts and at such times to make the Additional Payments described in Sections 4.2(e), assessments (f) and other charges 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 event of any Revenue Fund to pay such contest, may permit amounts in accordance with the taxes, assessments or other charges so contested to remain unpaid (except where tender of all or a portion provisions for replenishment of the taxesDebt Service Reserve Fund, assessments or other charges may be made without prejudice to the Borrowers' contest regarding sameRepair and Replacement Fund and the Insurance and Property Taxes Fund in accordance with Sections 5.07, in which case such tender shall be made to avoid the imposition of any penalty) during the period of such contest 5.08 and any appeal therefrom unless the Trustee or the Letter of Credit Bank shall notify the Borrowers that, in the opinion of Independent Counsel, by nonpayment of any such items the lien 5.10 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 imminent loss or forfeitureIndenture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds)respectively.

Additional Payments. The Borrowers agree to Company shall make the following payments ("Additional Payments as followsPayments") within 30 days after demand: (ai) To the Issuer, as reimbursement for any and all costs, reasonable expenses and liabilities paid or incurred by the Issuer 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 Borrowers Company to the Issuer hereunder which are not performed in accordance with the terms hereof by the Borrowers.Company; (bii) To the Issuer, as reimbursement for or prepayment of expenses any and all reasonable costs, expenses, and liabilities paid or incurred or to be paid or incurred by the Issuer or 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 Borrowers, Company or required by this Agreement, or the Indenture or incurred in enforcing the provisions of this Agreement or by the Indenture, Act in connection with the Issuer's rights and obligations hereunder; (iii) the fees and expenses of the Rebate Consultant; (iv) all attorneys' fees and disbursements or incurred in defending any action indemnity payments required under Section 5.20 or proceedings with respect Article VIII hereof; (v) a fee to the Project, this Agreement, or Issuer in an annual amount not in excess of 0.1% of the Indenture, or arising out of or based upon any other document related to the issuance original principal amount of the Bonds which are not otherwise required for the purpose of defraying a portion of the Issuer's administrative expenses, with such obligation to be paid invoiced by the Borrowers 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 Agreement.item would violate any applicable law, including, without limitation, any applicable law relative to arbitrage; (cvi) To the Trustee, Trustee and the customary Paying Agent the reasonable fees, charges and expenses of the Trustee and Paying Agent under this Agreement, as trusteewell as reimbursement for any and all reasonable costs, bond registrar expenses (including, without limitation, reasonable attorneys' fees) and paying agent, and liabilities paid or incurred by the Trustee or Paying Agent in satisfaction of any other paying agent on obligations of the Bonds under Company hereunder which are not performed in accordance with the Indenture, all as provided in terms hereof by the Indenture, as and when the same become dueCompany; provided that the Borrowers may, without creating a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in the Indenture, and the amount of any such fees, charges or expenses.and (dvii) To the Letter of Credit BankTrustee and the Paying Agent, the fees all reasonable costs and expenses as required by the Reimbursement Agreement. expenses, whether ordinary or extraordinary (e) The 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 limitation, reasonable attorneys' fees) incurred in the generality preparation, negotiation, execution, interpretation and administration of this Agreement, any amendments to any of the foregoing, ad valorem taxes or payments in lieu of such taxes lawfully assessed against the Project; as well as all costs and expenses (iiincluding, without limitation, reasonable attorneys' fees) 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 related to do so, the Borrowers may, at their expense and in their own name and behalf or in the name and behalf respect of the Issuer, in good faith contest Trustee's and/or any such taxes, assessments and other charges and, in the event of Bondholder's efforts to collect and/or enforce 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 Trustee's and/or such Bondholders' rights and remedies hereunder (whether or other charges may be made without prejudice to the Borrowers' contest regarding same, not legal action is instituted in which case connection with such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bondsefforts).

Additional Payments. The Borrowers agree In addition to make the Loan repayments, the Borrower shall also pay to the Issuer or to the Trustee, as the case may be, “Additional Payments Payments,” as follows: (a) To all taxes and assessments of any type or character charged to the Issuer, as reimbursement for Issuer or to the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and all costs, expenses 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 Trustee and liabilities paid taxes based upon or measured by the net income of the Trustee; provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Issuer in satisfaction or 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 obligations 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 Borrowers hereunder not performed in accordance with Issuer or the terms hereof by the Borrowers.Trustee; (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 Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance of the Bonds which are not otherwise required to be paid by the Borrowers under this Agreement. (c) To the Trustee, the customary all reasonable fees, charges charges, and expenses of the Trustee as trustee, bond registrar and paying agent, and of any other paying agent on the Bonds for services rendered under the Indenture, all as provided in the Indenture, as and when the same become due; provided that due and payable; (c) the Borrowers mayreasonable fees and expenses of such accountants, without creating a default hereunderconsultants, contest in good faith attorneys, and other experts as may be engaged by the necessity for any Extraordinary Services and Extraordinary ExpensesIssuer or the Trustee to prepare audits, as financial statements, reports, opinions or provide such terms are defined in other services required under this Agreement or the Indenture, and the amount of any such fees, charges or expenses.; (d) To the Letter reasonable fees and expenses, including reasonable attorney fees, of Credit Bankthe Issuer in connection with this Agreement, the fees Project, the Bonds or the Indenture, including, without limitation, any and all reasonable expenses as required by incurred in connection with the Reimbursement Agreement. (e) The Borrowers will payauthorization, as issuance, sale, and delivery of the same become due: (i) all taxes and governmental charges of Bonds or in connection with any kind whatsoever that litigation which may at any time be lawfully 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 levied against authority in connection therewith, or in connection with respect the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of this Agreement. Such Additional Payments shall be billed to the Project or any machinery, equipment, furnishings or other property installed Borrower by the Borrowers thereon includingIssuer or the Trustee from time to time, without limiting together with a statement certifying that the generality amount billed has been incurred or paid by the Issuer or the Trustee for one or more of the foregoingabove items. After such a demand, ad valorem taxes or amounts so billed shall be 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 lieu default shall continue as an obligation of such taxes lawfully assessed against the Project; (ii) all utility and other charges incurred Borrower until the amount in the operationdefault shall have been fully paid, maintenance, use, occupancy and upkeep of If the Borrowers shall first notify the Trustee and the Letter of Credit Bank of its intention Borrower will pay the same with interest thereon at a rate per annum equal to do so, one percent above the Borrowers may, at their expense prime or reference rate from time to time publicly announced by and in their own name and behalf or in effect for the name and behalf of the Issuerlargest commercial bank, in good faith contest any such taxes, assessments and other charges andas measured by assets, in the event of any Seventh Federal Reserve District (with each change in such contestprime or reference rate resulting in a corresponding change in the rate to be paid hereunder), may permit or, if such rate or rates shall exceed the taxesmaximum rate then permitted by law, assessments or other charges so contested to remain unpaid (except where tender of all or a portion at the maximum rate permitted by law; provided that, with the exception of the taxesTrustee’s fees, assessments or other charges may be made without prejudice interest shall not accrue on such obligation until written notice has been given to the Borrowers' contest regarding same, in which case Borrower that such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds)is past due.

Additional Payments. The Borrowers agree Subject to make 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 become payable to the Shareholders or (z) any portion of the Indemnity Holdback Amount is payable to the Equityholders (each an “Additional Payments as follows:Payment”): (a) To the IssuerEquityholder Representative shall prepare and deliver to Parent and the Exchange Agent a spreadsheet showing the Equityholder Representative’s calculations of the following items (each, as reimbursement an “Additional Payout Spreadsheet”), which spreadsheet shall be reasonably acceptable to Parent: (i) in connection with the payment of Earnout 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 and all costs, expenses and liabilities paid by the Issuer in satisfaction Additional Payment to Equityholders consisting of any obligations portion of the Borrowers hereunder not performed in accordance Net Adjustment Amount pursuant to, and the 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 terms hereof name, address and, if available, email address for each such Equityholder; (iii) in connection with any Additional Payment consisting of any portion of the funds held in the Equityholder Representative Expense Fund that is payable to Shareholders pursuant to Section 8.03(a), and 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 BorrowersAdditional Payments covered by such Additional Payout Spreadsheet. (b) To The Exchange Agent shall pay to each Equityholder such Equityholder’s respective portion of such Additional Payment as set forth in the IssuerAdditional Payout Spreadsheet; provided, as reimbursement for or prepayment of expenses paid or that any Shareholder that is not an accredited investor shall only be entitled to be paid by receive 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 Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance of the Bonds which are not otherwise required to be paid by the Borrowers under this AgreementCash Consideration. (c) To the TrusteeFor purposes of illustration only, the customary fees, charges and expenses Annex D contains an exemplar 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 and when the same become due; provided that the Borrowers may, without creating a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in the Indenture, and the amount of any such fees, charges or expensesan Additional Payout Spreadsheet. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds).

Additional Payments. The Borrowers agree 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 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 Additional Payments as follows: Loans hereunder to a level below that which the Lender or such holding company could have achieved but for such adoption, change or compliance (ataking 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) To the Issuer, as reimbursement for by any and all costs, expenses and liabilities paid amount deemed by the Issuer Lender to be material, or (iii) as a result from any change after the date of this Agreement in satisfaction United States, Federal, State, Municipal or Foreign Laws or Regulations (including Regulation D), or the adoption or making after the date of any obligations interpretations, directives or requirements applying to a class of banks, including the Borrowers hereunder Lender of or under any United States, Federal, State, Municipal or Foreign Laws or Regulations (whether or not performed in accordance having the force of law) by any court or governmental or monetary authority charged with the terms hereof by interpretation or administration thereof which changes the Borrowers. (b) To basis of taxation of any amounts payable 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 Lender under this Agreement, including, without limitation, the LIBOR or Prime Rate Revolving Line of Credit Loan or Loans, Commercial Term Loan, Commercial Real Estate Term Loan and Equipment Line of Credit Loan, other than taxes imposed on the Indenture or incurred in enforcing overall net income of the provisions bank for any of this Agreement or such loans by the Indenturejurisdiction where the Lending Office of the Lender is located), or incurred in defending any action or proceedings with respect then the Lender shall notify the Borrower thereof. The Borrower agrees to pay to the Project, this Agreement, or Lender the Indenture, or arising out amount of or based upon any other document related to the 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 such reduction in the Indenture, return on capital as and when such reduction is determined, upon presentation by the same become due; provided that the Borrowers may, without creating Lender of a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined statement in the Indentureamount and setting forth the Lender’s calculation thereof, which statement shall be deemed true and the amount of any correct absent manifest error. In determining such fees, charges or expenses. (d) To the Letter of Credit Bankamount, the fees Lender may use reasonable averaging and expenses as required by the Reimbursement Agreementattribution methods. (e) The 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds).

Additional Payments. The Borrowers agree Borrower covenants to make Additional Payments as followspay all third-party fees of the financing, including but not limited to the following: (a) To All taxes and assessments of any type or character charged to the Issuer, as reimbursement for Issuer or 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 all costs, expenses 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 Trustee and liabilities paid taxes based upon or measured by the net income of the Trustee; provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Issuer in satisfaction or 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 obligations 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 Borrowers hereunder not performed in accordance with Issuer or the terms hereof by the Borrowers.Trustee; (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 Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance of the Bonds which are not otherwise required to be paid by the Borrowers under this Agreement. (c) To the Trustee, the customary All reasonable fees, charges and expenses of the Trustee as trustee, bond registrar and paying agent, and of any other paying agent on the Bonds for services rendered under the Indenture, all as provided in the Indenture, as and when the same become due; provided that due and payable; (c) The Issuer Fee, and the Borrowers mayreasonable fees and expenses of the Issuer or any agents, without creating a default hereunderattorneys, contest accountants, consultants selected by the Issuer to act on its behalf in good faith connection with this Financing Agreement, the necessity for any Extraordinary Services and Extraordinary ExpensesRegulatory Agreements, as such terms are defined in the Bonds or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the amount authorization, issuance, sale and delivery of the Bonds or in connection with any such feeslitigation which may at any time be instituted involving this Financing Agreement, charges the Regulatory Agreements, the Financing Agreement, the Bonds or expensesthe 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 administration of the foregoing; all payments for fees and expenses of the Issuer shall be made by the Borrower to the Issuer or to any payee designated by the Issuer not later than thirty (30) days after receipt of invoices rendered to the Borrower by the Issuer. (d) To the Letter of Credit Bank, the fees These obligations and expenses as required by the Reimbursement Agreement. (e) The Borrowers will pay, as the same become due: (i) all taxes those in Section 6.1 shall remain valid 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 in effect notwithstanding repayment of the foregoing, ad valorem taxes loan hereunder or payments in lieu termination 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 Financing 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 which represents principal of or interest or any premium on any Bonds)Indenture.

Additional Payments. The Borrowers agree In addition to make the payments set forth in Section 3.1 and 3.2 hereof, the Borrower shall also pay to the Issuer or to the Bond Trustee, as the case may be, “Additional Payments Payments,” as follows: (a) To All taxes and assessments of any type or character charged to the Issuer, as reimbursement for Issuer or 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 all costs, expenses 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 Bond Trustee and liabilities paid taxes based upon or measured by the net income of the Bond Trustee; provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Issuer in satisfaction or the Bond 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 obligations 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 Borrowers hereunder not performed in accordance with Issuer or the terms hereof by the Borrowers.Bond Trustee; (b) To the IssuerThe fees and expenses of such accountants, consultants, attorneys and other experts as reimbursement for or prepayment of expenses paid or to may be paid engaged by the Issuer or the Bond Trustee in connection with the performance of its duties hereunder or in the Trust Indenture and requested to prepare audits, financial statements, reports, opinions or 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 Borrowers, Internal Revenue Service 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 Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance of the Bonds which are not otherwise required to be paid by the Borrowers under this Agreement.governmental body; and (c) To the Trustee, the customary fees, charges The fees and expenses of the Trustee as trusteeIssuer, bond registrar and paying agentincluding the Issuer’s Annual Fee, and of or any other paying agent or attorney selected by the Issuer to act on its behalf in connection with this Loan Agreement, the Borrower Financing Documents, the Bonds under or the Trust Indenture, all as provided in the Indenture, as and when the same become due; provided that the Borrowers mayincluding, without creating a default hereunderlimitation, contest any and all expenses incurred in good faith connection with the necessity for any Extraordinary Services authorization, issuance, sale and Extraordinary Expenses, as such terms are defined in the Indenture, and the amount delivery of any such feesBonds or in connection with any litigation, charges investigation, inquiry or expenses. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The Borrowers will pay, as the same become due: (i) all taxes and governmental charges of any kind whatsoever that other proceeding which may at any time be lawfully assessed instituted involving this Loan Agreement, the Borrower Financing Documents, the Bonds or levied against the Trust Indenture or any of the other documents contemplated thereby, or in connection with respect the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of this Loan Agreement and the Borrower Financing Documents. Such Additional Payments shall be billed to the Project or any machinery, equipment, furnishings or other property installed Borrower by the Borrowers thereon includingIssuer or the Bond Trustee from time to time, without limiting together with a statement certifying that the generality amount billed has been incurred or paid by the Issuer or the Bond Trustee for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower within thirty (30) days after receipt of the bill by the Borrower. Notwithstanding the foregoing, ad valorem taxes 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 payments in lieu such other semiannual dates as are specified by the Issuer). The amount of such taxes lawfully assessed against each semiannual payment shall be determined by multiplying (i) the Project; 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) all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of 0.02 percent (2 basis points) by (iii) one half (1/2). If the Borrowers shall first notify the Trustee and the Letter of Credit Bank of its intention to do soapplicable, the Borrowers may, at their expense and in their own name and behalf or in the name and behalf amount of the Issuer, in good faith contest any such taxes, assessments ’s Annual Fee for the first 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 last periods shall be made without prejudice prorated. Any invoice furnished to the Borrowers' contest regarding same, in which case such tender Borrower by the Issuer or the Bond Trustee pursuant to this Section 3.3 shall be made deemed to avoid constitute a written notice under Section 5.1(b) sufficient to cause the imposition of any penalty30-day period specified in said Section 5.1(b) during the period of such contest and any appeal therefrom unless the Trustee or the Letter of Credit Bank shall notify the Borrowers that, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds)commence.

Additional Payments. The Borrowers agree Subject to make 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 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 Equityholders (each an “Additional Payments as follows:Payment”): (a) To the IssuerEquityholder Representative shall prepare and deliver to Parent and the Exchange Agent a spreadsheet showing the Equityholder Representative’s calculations of the following items (each, as reimbursement for any and all costsan “Additional Payout Spreadsheet”), expenses and liabilities which spreadsheet shall be reasonably acceptable to Parent: (i) in connection with the payment of Additional Payments, the amount of each Additional Payment to be paid by the Issuer in satisfaction to an Equityholder, after giving effect to payments of Restructured Liabilities and/or Excess Liabilities, based on their Earnout Percentages of any obligations Additional Payment, together with the name, address and, if available, email address or fax number for each such Equityholder; (ii) in connection with the payment of Additional Payments, the amount of such Additional Payments used to make a payment of Restructured Liabilities, together with 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 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 each such person receiving payment of Excess Liabilities; and (iv) the portion of the Borrowers hereunder not performed in accordance with Additional 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 terms hereof Additional Payments covered by the Borrowerssuch Additional Payout Spreadsheet. (b) To The Exchange Agent shall make payments of funds held in the IssuerEquityholder Representative Expense Fund (pursuant to Section 8.03(a)), Refunded Liability Amounts, Restructured Liabilities, Excess Liabilities, and Earnout Consideration to Equityholders, as reimbursement for or prepayment 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 expenses paid or such Additional Payment. For the avoidance of doubt, all Restructured Liabilities payable with respect to Key Employees will be paid by to the Issuer recipients thereof through the Parent’s or its Affiliate’s payroll and requested by shall not be paid to the BorrowersEquityholder Representative, but shall be included on the Additional Payout Spreadsheet. In addition, any employer portion of employment taxes (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 similar obligations) payable with respect to the ProjectRestructured Liabilities shall reduce Additional Payments (at the time such related Additional Payments are payable) and, this Agreementsuch amounts, or the Indenture, or arising out of or based upon any other document related to the issuance of the Bonds which are not otherwise required to shall be paid retained by the Borrowers under this AgreementParent. (c) To the TrusteeFor purposes of illustration only, the customary fees, charges and expenses prior to Closing Annex C will contain an exemplar 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 and when the same become due; provided that the Borrowers may, without creating a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in the Indenture, and the amount of any such fees, charges or expensesan Additional Payout Spreadsheet. (d) To the Letter of Credit Bank, the fees and expenses as required by the Reimbursement Agreement. (e) The 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds).

Additional Payments. (a) The Borrowers agree Lessee shall pay the following amounts to make the following persons, all as "Additional Payments as followsPayments" under this Lease: (ai) To to the Trustee, when due, all reasonable fees and charges for its services rendered under the Indenture, this Lease and any other Financing Document, 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 the performance of the duties of the Trustee under the Indenture, this Lease or any other Financing Document for which the Trustee and other persons are entitled to repayment or reimbursement; (ii) to the Issuer, upon demand, its regular fees and charges, if any, and all reasonable expenses (including without limitation reasonable attorney's fees) incurred by the Issuer in relation to the transactions contemplated by this Lease and the Indenture, which are not otherwise to be paid by the Lessee under this Lease or the Indenture; (iii) to the appropriate person, such payments as are required (1) as payment for or reimbursement for of any and all reasonable costs, expenses and liabilities paid incurred by the Issuer Issuer, the Trustee or the Bondowner or any of them in satisfaction of any obligations of the Borrowers hereunder Lessee under this Lease that the Lessee does 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 Indentureperform, or incurred in defending the defense of any action or proceedings proceeding with respect to the Project, this AgreementLease, or the Indenture, or arising out the other Financing Documents or (2) as reimbursement for expenses paid, or as prepayment of expenses to be paid, by the Issuer or based upon any other document related to the issuance Trustee and that are incurred as a result of a request by the Bonds which are Lessee or a requirement of this Lease and that the Lessee is not otherwise required to be paid by the Borrowers pay under this Agreement.Lease; (civ) To to the TrusteeRate Agent, 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 and when the same become due; provided that the Borrowers may, without creating a default hereunder, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses, as such terms are defined in the Indenture, and the amount of any such fees, charges or expenses. (d) To the Letter of Credit Bankupon demand, the fees and expenses as required by to be paid to the Reimbursement Rate Agent; (v) all amounts required to be deposited in the Rebate Fund in accordance with the Tax Agreement; and (vi) all amounts due under the Financing Documents. (eb) The Borrowers will pay, as Additional Payments shall be deemed past due for purposes of this Lease if such remain unpaid after 30 days following the same become date when 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 . Any past due Additional Payments which are due 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 such 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 Bondowner shall continue as an obligation of Credit Bank the Lessee until they are paid and shall notify the Borrowers that, bear interest (except as may be otherwise provided in the opinion of Independent Counsel, by nonpayment of any Financing Documents) at the Bond Interest Rate plus five percent during the period 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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 which represents principal of or interest or any premium on any Bonds)Additional Payments remain unpaid.

Additional Payments. The Borrowers agree to make Additional Payments as follows: (a) To The Company shall pay to the Issuer, as reimbursement for Additional Payments hereunder, any and all costs, reasonable costs and 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 incurred or to be paid by the Issuer in connection with the issuance, delivery and requested carrying of the Series 1996 Refunding Bonds and Additional Bonds, including without limitation, (i) any necessary expenses incurred by the Borrowersmembers of the Issuer while engaged in the performance of their duties as such members or officers of the Issuer, (ii) the reasonable fees and expenses of counsel to the Issuer and of bond counsel, (iii) all publication, filing and recording fees, and (iv) expenses incurred or required by this Agreement, advances made in the exercise of the Issuer's rights or the Indenture or incurred in enforcing the provisions performance of this Agreement or its obligations hereunder, under the Indenture, or incurred in defending any action or proceedings with respect to under the Project, this Agreement, or the Indenture, or arising out of or based upon any other document related to the issuance of the Bonds which are not otherwise required to be paid by the Borrowers under this Purchase Agreement. (cb) To The Company also agrees to pay to the Trustee, when due, until the customary feesprincipal of, premium, if any and interest on the Bonds shall have been paid in full: (i) an amount equal to the annual fee of the Trustee for its Ordinary Services rendered as Trustee and the Ordinary Expenses (including reasonable attorneys' fees and expenses) of the Trustee incurred as Trustee under the Indenture (including reasonable attorneys' fees and expenses), (ii) the reasonable fees and charges and expenses of the Trustee as trusteeRegistrar, bond registrar authenticating agent and paying agent, and of any other paying agent on the Bonds under the Indenture, (iii) the reasonable fees and charges of the Trustee for Extraordinary Services rendered by it and Extraordinary Expenses (including reasonable attorneys' fees and expenses) incurred by it under the Indenture and (iv) all other amounts which the Trustee is entitled to receive hereunder or under the Indenture as provided in the Indenturereimbursement or indemnity; provided, as and when the same become due; provided however, that the Borrowers Company may, without creating a default hereunder, withhold such payment to contest in good faith the necessity or reasonableness for any such Extraordinary Services and or Extraordinary Expenses, as such terms are defined in the Indenture, Expenses and the amount reasonableness of any such fees, charges or expensesexpenses that the Trustee has incurred without the consent of the Company in excess of $2,000. (dc) To Upon the Letter issuance of Credit Bankthe Bonds, the fees and expenses as required by the Reimbursement Agreement. (e) The 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 Company 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 such 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, 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 imminent loss or forfeiture, in which event such taxes, assessments or charges shall be promptly satisfied and discharged by payment thereof, by furnishing a 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, pay the Issuer shall not pay any cost, expense or liability an administrative fee 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 which represents principal of or interest or any premium on any Bonds)$134,662.50.