Common use of Construction Account Clause in Contracts

Construction Account. (a) The Administrative Agent shall, upon receipt by it of a Borrowing Notice with attached payment instructions or a certificate of the Company setting forth the costs due and payable and to be paid from the Construction Account, distribute, from the cash available in the Construction Account, to the Company for the benefit of the Persons entitled thereto, all amounts then due and owing as set forth in such certificate. In order to fund the payment of such costs, the Administrative Agent shall transfer the requisite funds into the Construction Account from the following sources (in the indicated priority): 136 FIRST, from the Pre-Sale Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); SECOND, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account, from the Debt Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); and THIRD, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account and the Debt Proceeds Account and PROVIDED that the Company shall have obtained (whether by way of Capacity Commitments or actual cash proceeds) not less than $200,000,000, in Requisite Qualifying Pre-Sales, from the Equity Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs). (b) On the Conversion Date, the Administrative Agent shall, upon receipt by it of a certificate of the Company stating that all costs to be paid from the Construction Account have been paid or are no longer payable, distribute, from the cash available in the Construction Account, the amounts set forth in such certificate in the following order of priority: FIRST, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Construction Loans or the Term Loans, as applicable; SECOND, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Revolving Credit Loans, if any; THIRD, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Revolving Credit Loans, if any; FOURTH, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Construction Loans or the Term Loans, as applicable; FIFTH, to the Administrative Agent, to be applied to the cash collateralization of the unused Revolving Credit Commitments, on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent;

Construction Account. (a) The Administrative Agent shall, upon Upon receipt by it of a Borrowing Notice with attached payment instructions or a certificate the Depositary Bank, the following amounts shall be deposited into the Construction Account: (i) the proceeds of the Company setting forth Construction Loans disbursed on any Borrowing Date; (ii) the costs proceeds of all cash equity contributions made to the Borrower pursuant to the Equity Contribution Agreement; (iii) all Pre-Completion Project Revenues transferred from the Revenue Account pursuant to Section 4.2(c); (iv) all Loss Proceeds received by the Borrower on or prior to the Term Conversion Date; and (v) all other amounts permitted or required to be transferred to the Construction Account from any other Account as provided in this Agreement. (b) Unless there shall have occurred and be continuing an Event of Default or an Event of Default will occur upon giving effect to the application described herein (except as provided in Section 8.1), on each Disbursement Date (but not more often than once per month), the Borrower may withdraw amounts in the Construction Account to pay for Project Costs actually due and payable on such date or which are not yet due and payable but which the Borrower reasonably anticipates will become so within [***] days after such Disbursement Date (or within [***] days in the case of the PUMA, without duplication), in each case to the payees entitled to receive such amounts (or for deposit in the Local Account for payment to such payees as set forth in the applicable Construction Account Withdrawal Certificate) in accordance with the applicable Construction Account Withdrawal Certificate. Such Construction Account Withdrawal Certificate shall be paid from delivered concurrently with the delivery of a Drawdown Certificate by the Borrower to the Administrative Agent and the Independent Engineer pursuant to Section 3.2(d)(i) of the Credit Agreement. All such Withdrawals shall be made pursuant to a Construction Account Withdrawal Certificate, duly completed and delivered by the Borrower to the Administrative Agent, the Collateral Agent and the Depositary Bank in accordance with Section 2.5 hereof. (c) On the Term Conversion Date, the Depositary Bank shall transfer the funds on deposit in the Construction Account as follows: First, transfer to a designated “completion” Sub-Account of the Construction Account, distributean amount equal to the sum of (1) any Project capital costs which the Borrower reasonably anticipates will become due and payable under the PUMA after the Term Conversion Date (as certified by the Independent Engineer) plus (2) costs related to completion of the Projects (as certified by the Independent Engineer). Second, from transfer (in accordance with Section 4.2(b) hereof) to the cash available Debt Service Reserve Account funds sufficient to cause the balance in the Debt Service Reserve Account, when added to any letters of credit posted by the Borrower, to equal the then-applicable Required DSR Balance. Third, transfer to the Prepayment Account an amount equal to the Conversion Payoff to be applied towards mandatory prepayment of the Loans pursuant to Section 2.13(g) of the Credit Agreement. Fourth, (i) if the Term Conversion Date Distribution Conditions are satisfied, distribute remaining amounts on deposit in the Construction Account, except to the Company for extent otherwise directed by both Sponsors, in writing, distribute the benefit of the Persons entitled thereto, all remaining amounts then due and owing as set forth on deposit in such certificate. In order to fund the payment of such costs, the Administrative Agent shall transfer the requisite funds into the Construction Account from to the following sources Sponsors pro rata in accordance with their respective Applicable Sponsor Share and (in ii) if the indicated priority): 136 FIRSTTerm Conversion Date Distribution Conditions are not satisfied, from the Pre-Sale Proceeds Account, all funds transfer remaining amounts on deposit therein (or such lesser amount as may be required to cover such costs); SECOND, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account, from the Debt Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); and THIRD, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account and the Debt Proceeds Account and PROVIDED that the Company shall have obtained (whether by way of Capacity Commitments or actual cash proceeds) not less than $200,000,000, in Requisite Qualifying Pre-Sales, from the Equity Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs). (b) On the Conversion Date, the Administrative Agent shall, upon receipt by it of a certificate of the Company stating that all costs to be paid from the Construction Account have been paid or are no longer payable, distribute, from the cash available in the Construction Account, the amounts set forth in such certificate in the following order of priority: FIRST, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Construction Loans or the Term Loans, as applicable; SECOND, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Revolving Credit Loans, if any; THIRD, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Revolving Credit Loans, if any; FOURTH, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Construction Loans or the Term Loans, as applicable; FIFTH, to the Administrative Agent, to be applied to the cash collateralization of the unused Revolving Credit Commitments, on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent;Revenue Account for application in accordance with Section 4.2.

Construction Account. (a) The On each Borrowing Date, the -------------------- Administrative Agent shall, upon receipt by it of a Borrowing Notice with attached payment instructions or a certificate of the Company setting forth the costs due and payable and to be paid from the Construction Account, shall distribute, from the cash available amounts on deposit in the Construction Account, directly to each Person to which an amount in excess of $200,000 is due and payable (and otherwise to the Company Checking Accounts designated by the Borrower for the benefit of the Persons entitled thereto), all the amounts identified as Capital Costs then due and payable in the Borrowing Request delivered in connection with such Borrowing Date. (b) If, prior to the Commercial Operation Date and after all amounts on deposit in the Borrower Equity Proceeds Account have been spent in accordance with the terms hereof, the amounts due and owing as set forth to any Subsidiary under any Intercompany Agreement exceed the amounts distributed to such Subsidiary pursuant to clause first of Section 8.08(a), and no amounts remain on deposit in such certificate. In order to fund ------------ --------------- the payment of such costsOperating Reserve Account and the Construction Contingency Reserve Account, the Administrative Agent shall transfer the requisite funds into distribute to such Subsidiary, from amounts on deposit in the Construction Account from Account, the following sources remaining amounts due and owing to such Subsidiary under any Intercompany Agreement. (c) If, prior to the Commercial Operation Date and after all amounts on deposit in the indicated priority): 136 FIRSTBorrower Equity Proceeds Account have been spent in accordance with the terms hereof, from OA&M Expenses, SG&A Expenses and Term C Loan Guaranty Fees of the Pre-Sale Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); SECOND, to the extent such costs are not fully covered by Borrower due and payable exceed the amounts transferred from distributed in respect thereof pursuant to clause first of Section 8.08(a), and no amounts remain on ------------ --------------- deposit in the Pre-Sale Proceeds Account, from the Debt Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); and THIRD, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Operating Reserve Account and the Debt Proceeds Account and PROVIDED that the Company shall have obtained (whether by way of Capacity Commitments or actual cash proceeds) not less than $200,000,000, in Requisite Qualifying Pre-Sales, from the Equity Proceeds Construction Contingency Reserve Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs). (b) On the Conversion Date, the Administrative Agent shall distribute to the Person entitled thereto, from amounts on deposit in the Construction Account, an amount equal to such OA&M Expenses, SG&A Expenses and Term C Loan Guaranty Fees of the Borrower remaining unpaid; provided that amounts distributed in respect -------- of OA&M Expenses and SG&A Expenses pursuant to this paragraph (b), Section ------------- ------- 8.12(b), Section 8.16(b), Section 8.22(a) and clause first of Section 8.08(a) ------- --------------- --------------- shall not in the aggregate exceed (x) $7,500,000 in any calendar quarter or (y) the amounts allocated therefor in the then current Operating Budget. (d) If, prior to the Commercial Operation Date and after all amounts on deposit in the Borrower Equity Proceeds Account have been spent in accordance with the terms hereof, insufficient Revenue has been received for application thereto pursuant to clause tenth of Section 8.08(a), the Administrative Agent ------------ --------------- shall, upon receipt by it of a certificate of the Company stating that all costs to Borrower (which shall be paid from the Construction Account have been paid or are delivered no longer payablemore frequently than once a month), distribute, from the cash available amounts on deposit in the Construction Account, to one or more Checking Accounts designated by the amounts set forth in Borrower; provided that the aggregate amount distributed to such certificate in the following order of priority: FIRST, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Construction Loans or the Term Loans, as applicable; SECOND, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Revolving Credit Loans, if any; THIRD, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Revolving Credit Loans, if any; FOURTH, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Construction Loans or the Term Loans, as applicable; FIFTH, to the Administrative Agent, to be applied to the cash collateralization of the unused Revolving Credit Commitments, on terms and Checking -------- Accounts pursuant to documentation reasonably satisfactory to the Administrative Agent;this paragraph (d), Section 8.08(a) and Section 8.08(d) ------------- --------------- --------------- shall not in exceed $1,000,000 in any calendar year.

Construction Account. (a) The On or prior to the Closing Date, SWMP shall establish at Administrative Agent shall, upon receipt by it of a Borrowing Notice with attached payment instructions or a certificate of the Company setting forth the costs due and payable and to be paid from the Agent's office an account entitled "Snowflake Project Construction Account, distribute, from the cash available in the " ("Construction Account, to the Company for the benefit of the Persons entitled thereto, all amounts then due and owing as set forth in such certificate"). In order to fund the payment of such costs, the Administrative Agent There shall transfer the requisite funds be deposited into the Construction Account from the following sources (in the indicated priority): 136 FIRSTproceeds of all Construction Loans, from the Pretogether with any equity contributions, and all Project Revenues earned prior to Term-Sale Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); SECOND, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account, from the Debt Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); and THIRD, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account and the Debt Proceeds Account and PROVIDED that the Company shall have obtained (whether by way of Capacity Commitments or actual cash proceeds) not less than $200,000,000, in Requisite Qualifying Pre-Sales, from the Equity Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs)Conversion. (b) On the Conversion Date, the Borrowers agree that Administrative Agent shall, upon receipt by it shall transfer any or all of a certificate Construction Loan and other sums in the Construction Account into the account of any contractor, or any other materialmen or subcontractors in payment of amounts due and owing to such party from Borrowers without further authorization from Borrowers, but only after providing two Business Days' notice to Borrowers unless Administrative Agent determines that delay in payment will prejudice the Project or Administrative Agent; provided, however, that if Borrowers have notified Administrative Agent that they are contesting a claim for payment by such contractor or a subcontractor or materialmen in accordance with the requirements of this Agreement and the definition of "Permitted Liens," Administrative Agent will not pay any amount being contested. Borrowers hereby constitute and appoint Administrative Agent their true and lawful attorney-in-fact to make such direct-payments and this power of attorney shall be deemed to be a power coupled with an interest and shall be irrevocable. No further direction or authorization from Borrowers shall be necessary to warrant or permit Administrative Agent to make such direct-payments, and all such payments shall satisfy pro tanto the obligations of Administrative Agent hereunder, and shall be secured by the Collateral Documents as fully as if made directly to the applicable Borrower, regardless of the Company stating disposition thereof by the payee. (c) Borrowers shall pay Project Costs and, prior to Term-Conversion, O&M Costs, by requesting that all costs Administrative Agent disburse funds in the Construction Account to providers of goods and services. Such request shall be paid in the form of a Drawdown Certificate (together with backup documentation as indicated in the form of Drawdown Certificate). (d) Upon Term-Conversion, Administrative Agent shall (i) transfer the DSR Requirement from the Construction Account have been paid or are no longer payable, distribute, to the DSR Account and (ii) transfer to the Sponsor from the cash available in the Construction Account, the amounts set forth in such certificate in the following order of priority: FIRST, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Construction Loans or the Term Loans, as applicable; SECOND, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Revolving Credit Loans, if any; THIRD, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Revolving Credit Loans, if any; FOURTH, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Construction Loans or the Term Loans, as applicable; FIFTH, to the Administrative Agent, to be applied to the cash collateralization of the unused Revolving Credit Commitments, on terms and Account any amount determined pursuant to documentation reasonably satisfactory to the Administrative Agent;Section 3.4.3(b).

Construction Account. (a) The Administrative Agent shall, upon Upon receipt by it of a Borrowing Notice with attached payment instructions or a certificate the Depositary Bank, the following amounts shall be deposited into the Construction Account: (i) the proceeds of the Company setting forth Construction Loans disbursed on any Borrowing Date; (ii) the costs proceeds of all cash equity contributions made to the Borrower pursuant to the Equity Contribution Agreement; (iii) all Pre-Completion Project Revenues transferred from the Revenue Account pursuant to Section 4.2(c); (iv) all Loss Proceeds received by the Borrower on or prior to the Term Conversion Date; and (v) all other amounts permitted or required to be transferred to the Construction Account from any other Account as provided in this Agreement. (b) Unless there shall have occurred and be continuing an Event of Default or an Event of Default will occur upon giving effect to the application described herein (except as provided in Section 8.1), on each Disbursement Date (but not more often than once per month), the Borrower may withdraw amounts in the Construction Account to pay for Project Costs actually due and payable on such date or which are not yet due and payable but which the Borrower reasonably anticipates will become so within thirty (30) days after such Disbursement Date (or within forty-five (45) days in the case of the PUMA, without duplication), in each case to the payees entitled to receive such amounts (or for deposit in the Local Account for payment to such payees as set forth in the applicable Construction Account Withdrawal Certificate) in accordance with the applicable Construction Account Withdrawal Certificate. Such Construction Account Withdrawal Certificate shall be paid from delivered concurrently with the delivery of a Drawdown Certificate by the Borrower to the Administrative Agent and the Independent Engineer pursuant to Section 3.2(d)(i) of the Credit Agreement. All such Withdrawals shall be made pursuant to a Construction Account Withdrawal Certificate, duly completed and delivered by the Borrower to the Administrative Agent, the Collateral Agent and the Depositary Bank in accordance with Section 2.5 hereof. (c) On the Term Conversion Date, the Depositary Bank shall transfer the funds on deposit in the Construction Account as follows: First, transfer to a designated “completion” Sub-Account of the Construction Account, distributean amount equal to the sum of (1) any Project capital costs which the Borrower reasonably anticipates will become due and payable under the PUMA after the Term Conversion Date (as certified by the Independent Engineer) plus (2) costs related to completion of the Projects (as certified by the Independent Engineer). Second, from transfer (in accordance with Section 4.2(b) hereof) to the cash available Debt Service Reserve Account funds sufficient to cause the balance in the Debt Service Reserve Account, when added to any letters of credit posted by the Borrower, to equal the then-applicable Required DSR Balance. Third, transfer to the Prepayment Account an amount equal to the Conversion Payoff to be applied towards mandatory prepayment of the Loans pursuant to Section 2.13(g) of the Credit Agreement. Fourth, (i) if the Term Conversion Date Distribution Conditions are satisfied, distribute remaining amounts on deposit in the Construction Account, except to the Company for extent otherwise directed by both Sponsors, in writing, distribute the benefit of the Persons entitled thereto, all remaining amounts then due and owing as set forth on deposit in such certificate. In order to fund the payment of such costs, the Administrative Agent shall transfer the requisite funds into the Construction Account from to the following sources Sponsors pro rata in accordance with their respective Applicable Sponsor Share and (in ii) if the indicated priority): 136 FIRSTTerm Conversion Date Distribution Conditions are not satisfied, from the Pre-Sale Proceeds Account, all funds transfer remaining amounts on deposit therein (or such lesser amount as may be required to cover such costs); SECOND, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account, from the Debt Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); and THIRD, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account and the Debt Proceeds Account and PROVIDED that the Company shall have obtained (whether by way of Capacity Commitments or actual cash proceeds) not less than $200,000,000, in Requisite Qualifying Pre-Sales, from the Equity Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs). (b) On the Conversion Date, the Administrative Agent shall, upon receipt by it of a certificate of the Company stating that all costs to be paid from the Construction Account have been paid or are no longer payable, distribute, from the cash available in the Construction Account, the amounts set forth in such certificate in the following order of priority: FIRST, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Construction Loans or the Term Loans, as applicable; SECOND, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Revolving Credit Loans, if any; THIRD, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Revolving Credit Loans, if any; FOURTH, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Construction Loans or the Term Loans, as applicable; FIFTH, to the Administrative Agent, to be applied to the cash collateralization of the unused Revolving Credit Commitments, on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent;Revenue Account for application in accordance with Section 4.2.

Construction Account. (a) The Administrative Agent shall, upon receipt by it of a final Borrowing Notice in respect of a Construction Loan with attached payment instructions or a certificate of the Company setting forth the costs Project Costs due and payable and to be paid from the Construction Account, distribute, from the cash available in the Construction Account, to the Company for the benefit of the Persons entitled thereto, all amounts then due and owing as set forth in such final Borrowing Notice or certificate. In order Such costs may include repayment to fund the payment Spon sor/Shareholder, without duplication of such costsamounts distributed to the Company under Section 8.8(a)"first", of Advance Pre-Sales Equity in an aggregate amount not to exceed at any time an amount equal to (x) the aggregate Level 3 Proceeds actually paid by ▇▇▇▇▇ ▇ and received by the Contractor, the NACS Contractor or other Persons to whom Level 3 Proceeds are payable pursuant to the Development Agreement and/or the Level 3 Fiber Pair Agreement since the initial Borrowing Date and as of the relevant date of determination, as certified by a Responsible Officer of the Company LESS (y) any amounts previously distributed to the Company pursuant to Section 8.8(a)"first", the Administrative Agent shall transfer the requisite funds into the Construction Account from the following sources (in the indicated priority): 136 FIRST, from the Pre-Sale Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); and SECOND, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account, at the option of the Company stated in such Borrowing Notice or certificate, from the Debt Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); and THIRD, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account and the Debt Proceeds Account and PROVIDED that the Company shall have obtained (whether by way of Capacity Commitments or actual cash proceeds) not less than $200,000,000, in Requisite Qualifying Pre-Sales, from the Equity Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs). (b) On the Conversion Date, the Administrative Agent shall, upon receipt by it of a certificate of the Company stating that all costs to be paid from the Construction Account have been paid or are no longer payable, distribute, from the cash available in the Construction Account, the amounts set forth in such certificate in the following order of priority: FIRST, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Construction Loans or the Term Loans, as applicable; SECOND, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Revolving Credit Loans, if any; THIRD, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Revolving Credit Loans, if any; FOURTH, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Construction Loans or the Term Loans, as applicable; FIFTH, to the Administrative Agent, to be applied to the cash collateralization of the unused Revolving Credit Commitments, on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent;

Construction Account. (a) The Administrative Agent shall, upon receipt by it of a Borrowing Notice with attached payment instructions or a certificate of the Company setting forth the costs due and payable and to be paid from the Construction Account, distribute, from the cash available in the Construction Account, to the Company for the benefit of the Persons entitled thereto, all amounts then due and owing as set forth in such certificate. In order to fund the payment of such costs, the Administrative Agent shall transfer the requisite funds into the Construction Account from the following sources (in the indicated priority): 136 FIRSTfirst, from the Pre-Sale Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); SECONDsecond, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account, from the Debt Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); and THIRDthird, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account and the Debt Proceeds Account and PROVIDED provided that the Company shall have obtained (whether by way of Capacity Commitments or actual cash proceeds) not less than $200,000,000, in Requisite Qualifying Pre-Sales, from the Equity Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs). (b) On the Conversion Date, the Administrative Agent shall, upon receipt by it of a certificate of the Company stating that all costs to be paid from the Construction Account have been paid or are no longer payable, distribute, from the cash available in the Construction Account, the amounts set forth in such certificate in the following order of priority: FIRSTfirst, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Construction Loans or the Term Loans, as applicable; SECONDsecond, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Revolving Credit Loans, if any; THIRDthird, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Revolving Credit Loans, if any; FOURTHfourth, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Construction Loans or the Term Loans, as applicable; FIFTHfifth, to the Administrative Agent, to be applied to the cash collateralization of the unused Revolving Credit Commitments, on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent;; sixth, to the Administrative Agent, to be applied to the payment of all other Obligations; and seventh, the remaining balance, if any, shall be transferred to the Revenue Account.

Construction Account. (a) The On or prior to the Closing Date, SWMP shall establish at Administrative Agent shall, upon receipt by it of a Borrowing Notice with attached payment instructions or a certificate of the Company setting forth the costs due and payable and to be paid from the Agent’s office an account entitled “Snowflake Project Construction Account, distribute, from the cash available in the ” (“Construction Account, to the Company for the benefit of the Persons entitled thereto, all amounts then due and owing as set forth in such certificate”). In order to fund the payment of such costs, the Administrative Agent There shall transfer the requisite funds be deposited into the Construction Account from the following sources proceeds of all Construction Loans, together with any equity contributions, and all Project Revenues (in the indicated priority): 136 FIRST, from the Prenot to include any Renegy Fuel Business Revenues) earned prior to Term-Sale Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); SECOND, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account, from the Debt Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); and THIRD, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account and the Debt Proceeds Account and PROVIDED that the Company shall have obtained (whether by way of Capacity Commitments or actual cash proceeds) not less than $200,000,000, in Requisite Qualifying Pre-Sales, from the Equity Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs)Conversion. (b) On the Conversion Date, the Borrowers agree that Administrative Agent shall, upon receipt by it shall transfer any or all of a certificate Construction Loan and other sums in the Construction Account into the account of any contractor, or any other materialmen or subcontractors in payment of amounts due and owing to such party from Borrowers without further authorization from Borrowers, but only after providing two Business Days’ notice to Borrowers unless Administrative Agent determines that delay in payment will prejudice the Project or Administrative Agent; provided, however, that if Borrowers have notified Administrative Agent that they are contesting a claim for payment by such contractor or a subcontractor or materialmen in accordance with the requirements of this Agreement and the definition of “Permitted Liens,” Administrative Agent will not pay any amount being contested. Borrowers hereby constitute and appoint Administrative Agent their true and lawful attorney-in-fact to make such direct-payments and this power of attorney shall be deemed to be a power coupled with an interest and shall be irrevocable. No further direction or authorization from Borrowers shall be necessary to warrant or permit Administrative Agent to make such direct-payments, and all such payments shall satisfy pro tanto the obligations of Administrative Agent hereunder, and shall be secured by the Collateral Documents as fully as if made directly to the applicable Borrower, regardless of the Company stating disposition thereof by the payee. (c) Borrowers shall pay Project Costs and, prior to Term-Conversion, O&M Costs (not to include any Renegy Fuel Business Costs), by requesting that all costs Administrative Agent disburse funds in the Construction Account to providers of goods and services. Such request shall be paid in the form of a Drawdown Certificate (together with backup documentation as indicated in the form of Drawdown Certificate). (d) Upon Term-Conversion, Administrative Agent shall (i) transfer the DSR Requirement from the Construction Account have been paid or are no longer payable, distribute, to the DSR Account and (ii) transfer to the Sponsor from the cash available in the Construction Account, the amounts set forth in such certificate in the following order of priority: FIRST, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Construction Loans or the Term Loans, as applicable; SECOND, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Revolving Credit Loans, if any; THIRD, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Revolving Credit Loans, if any; FOURTH, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Construction Loans or the Term Loans, as applicable; FIFTH, to the Administrative Agent, to be applied to the cash collateralization of the unused Revolving Credit Commitments, on terms and Account any amount determined pursuant to documentation reasonably satisfactory to the Administrative Agent;Section 3.4.3(b).

Construction Account. (a) The Administrative Agent shallOn the Closing Date, upon receipt by it the Company shall cause the Trustee to make the transfer specified in the final sentence of a Borrowing Notice with attached payment instructions or a certificate Section 5.1 of the Company setting forth Indenture and the costs due and payable and to be paid from Collateral Agent shall deposit the Construction Account, distribute, from the cash available amount so received in the Construction Account, to the Company for the benefit of the Persons entitled thereto, all amounts then due and owing as set forth in such certificate. In order to fund the payment of such costs, the Administrative Agent shall transfer the requisite funds into the Construction Account from the following sources (in the indicated priority): 136 FIRST, from the Pre-Sale Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); SECOND, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account, from the Debt Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); and THIRD, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account and the Debt Proceeds Account and PROVIDED that the Company shall have obtained (whether by way of Capacity Commitments or actual cash proceeds) not less than $200,000,000, in Requisite Qualifying Pre-Sales, from the Equity Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs). (b) On the Conversion Closing Date, the Administrative Agent shall, upon receipt by it the Collateral Agent of a certificate complete and properly executed requisition substantially in the form of Exhibit 3.8 (a "Requisition") signed by the Company stating that all costs to (the contents of which shall be paid from confirmed by the Independent Engineer), the Collateral Agent shall apply the amounts in the Construction Account to the payment, or reimbursement, to the extent the same have been paid or are no longer payablesatisfied by the Company, distributeof Project Costs. (c) Monthly after the Closing Date, or as frequently as may reasonably be necessary, the Company may submit a Requisition to disburse monies from the cash available Construction Account; provided, that each Requisition (except for any Requisition with respect to the initial drawing on the Closing Date) shall be submitted to the Collateral Agent no less than three (3) Business Days in advance of the drawing date and shall include the following: (i) a certification that the proceeds thereof shall be used solely to pay Project Costs in accordance with the Indenture; (ii) a certification that work performed to date has been satisfactorily performed in a good and workmanlike manner and according to the EPC Contract; (iii) a statement that undisbursed funds in the Construction Account, together with funds available under the Equity Subscription Agreement and other available sources of funds, are reasonably expected to be sufficient to complete the Facility according to the EPC Contract by the Date Certain; (iv) a statement that no Default or Event of Default under the Indenture, the DSR LOC Reimbursement Agreement, the CP LOC Reimbursement Agreement or any working capital facility has occurred and is continuing; (v) a statement that all proceeds of prior Requisitions have been expended or applied pursuant to the provisions of the Financing Documents and that the items for which amounts are requested in the subject Requisition have not been the basis for a previous Requisition; (vi) a certification that required insurance, material Governmental Approvals and necessary Project Contracts are in full force and effect; and (vii) a certification that the representations set forth in Sections 3.1, 3.3, 3.4, 3.5, 3.8 and 3.10 of the Indenture are true and correct in all material respects. Subject to the remaining provisions of this Section 3.8, upon receipt of a properly delivered Requisition, the Collateral Agent shall transfer funds from the Construction Account in accordance with such Requisition. (d) If the Company cannot satisfy the requirements of clauses (i) or (v) of Section 3.8(c), the Collateral Agent shall not release funds from the Construction Account in respect of such Requisition until such clauses are satisfied. If the Company cannot satisfy clauses (ii), (iii), (iv), (vi) or (vii) of Section 3.8(c), but the Collateral Agent receives a Requisition signed by the Company (the contents of which shall be confirmed by the Independent Engineer) (i) specifying and identifying the failure, and the causes for the failure, to satisfy the requirements of such clauses (ii), (iii), (iv), (vi) or (vii) of Section 3.8(c) and (ii) certifying that (A) the requirements of clauses (i) and (v) of Section 3.8(c) are satisfied, (B) there exists no Bankruptcy Event in respect of the Company or AES Ironwood, and (C) each of the EPC Contract, the Power Purchase Agreement, required insurance policies and material Governmental Approvals needed for construction of the Facility is in full force and effect, then the Collateral Agent shall disburse funds in accordance with such Requisition. Within fifteen (15) days of receipt of such Requisition, the Collateral Agent shall give notice to the Senior Parties describing such failure and specifying that, unless the Required Senior Parties give notice to the Collateral Agent of their objection to payment of further Requisitions containing any such specified failures, the Collateral Agent shall continue to make payment of such Requisitions from available funds in the Construction Account, unless the Collateral Agent shall have received, by the second Business Day prior to the time of payment of such Requisition, notice of objection from the Required Senior Parties. (e) Notwithstanding the foregoing, the Collateral Agent will not release funds from the Construction Account in respect of a requisition if a Trigger Event shall have occurred and be known to the Collateral Agent and be continuing until the Collateral Agent determines that such Trigger Event is no longer continuing or the Required Senior Parties give instructions to the Collateral Agent as to application of funds. (f) If on the date that the Collateral Agent receives a Requisition pursuant to Section 3.8(c) there are insufficient monies in the Construction Account to fully satisfy the uses of funds set forth in such certificate in Requisition, the following order of priority: FIRSTCollateral Agent shall, to the Administrative Agentand is hereby directed to, to be applied to the payment of all accrued but unpaid interest on the Construction Loans or date such Requisition is so received deliver a written notice in accordance with the Term Loans, as applicable; SECOND, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Revolving Credit Loans, if any; THIRD, to the Administrative Agent, to be applied to the prepayment Equity Subscription Agreement requesting an Equity Contribution in accordance with Section 2 of the unpaid principal Equity Subscription Agreement. The Collateral Agent shall apply the proceeds of such Equity Contribution in accordance with the Revolving Credit Loans, if any; FOURTH, to provisions of Section 3.8 and the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Construction Loans or the Term Loans, as applicable; FIFTH, to the Administrative Agent, to be applied to the cash collateralization of the unused Revolving Credit Commitments, on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent;remaining provisions hereof.

Construction Account. (a) After the Effective Date, the Agent shall establish a separate account or accounts with respect to each Additional Unit (each such account a “Construction Account” and collectively the “Construction Accounts”). The Administrative Agent shallamounts held in the Construction Accounts, upon receipt by it of a Borrowing Notice with attached payment instructions or a certificate which in the discretion of the Company setting forth Agent may be interest bearing or non-interest bearing, may be physically maintained by the costs due Agent in one or more bank accounts by a bank or banks the deposits in which are insured, subject to applicable limits, by the Federal Deposit Insurance Corporation and payable which meets or meet all applicable requirements imposed upon depositaries of the Agent. All moneys for the payment of the applicable Cost of Construction and Fuel Costs incurred by the Participating Parties after the Effective Date and prior to Commercial Operation of each Additional Unit shall be deposited by the Participating Parties in the applicable Construction Account and the Agent shall withdraw and apply funds therefrom only as necessary to pay the applicable Cost of Construction and Fuel Costs. In the event that during any month the balance in the applicable Construction Account is insufficient to pay the applicable Cost of Construction and Fuel Costs required to be paid that month (other than as a result of the non-payment by a Participating Party of an amount due from it pursuant to Section 7.4 hereof), the Agent shall promptly so notify the other Participating Parties, by telephone and promptly confirmed in writing, stating the amount required to be paid by each Participating Party. Each of the Participating Parties shall pay its respective share of such deficit into the applicable Construction Account in immediately available funds not later than on the fifth (5th) banking day after receipt of such notice from the Agent. The Agent shall have no responsibility or liability to make up any such deficit out of its own funds in excess of its proportionate share of such deficit. (b) After the Effective Date and until the date of Commercial Operation of each Additional Unit, each Participating Party shall own and maintain its Ownership Interest in the applicable Construction Account(s); provided, however, that the Agent shall have the sole right and authority to make withdrawals from the Construction Accounts; and provided further, that a Participating Party shall not own any Ownership Interest in any amount in any Construction Account in respect of interest paid into such Construction Account by or on behalf of such Participating Party pursuant to the provisions of Section 7.7 hereof, which amount shall be owned in common, and credited against payments required to be made into such Construction Account, distributeby the other Participating Parties not then in default in the performance of their obligations under this Agreement in the proportion which their Ownership Interests in the applicable Additional Unit bear to each other. (c) Upon Commercial Operation of each Additional Unit, from and the cash available settlement of all the obligations relating to the applicable Cost of Construction of and Fuel Costs for such Additional Unit incurred prior to the Commercial Operation of such Additional Unit, the Agent shall close the Construction Account for such Additional Unit and distribute to each Participating Party its undivided ownership interest of any balance remaining in such Construction Account, except that if a Participating Party shall then be in default of its obligations hereunder or under the Amended and Restated Operating Agreement with respect to any Additional Unit, an amount equal to the liability of such defaulting Participating Party on account of such default (or if such amount exceeds such Participating Party’s share of the balance in the Construction Account, its entire share of such balance) shall first be distributed to the Company for the benefit of the Persons entitled thereto, all amounts then due and owing as set forth in such certificate. In order to fund the payment of such costs, the Administrative Agent shall transfer the requisite funds into the Construction Account from the following sources (non-defaulting Participating Parties in the indicated priority): 136 FIRST, from the Pre-Sale Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); SECOND, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account, from the Debt Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); and THIRD, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account and the Debt Proceeds Account and PROVIDED that the Company shall have obtained (whether by way of Capacity Commitments or actual cash proceeds) not less than $200,000,000, in Requisite Qualifying Pre-Sales, from the Equity Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs). (b) On the Conversion Date, the Administrative Agent shall, upon receipt by it of a certificate of the Company stating that all costs to be paid from the Construction Account have been paid or are no longer payable, distribute, from the cash available proportion which their Ownership Interests in the Construction Account, the amounts set forth in such certificate in the following order of priority: FIRST, applicable Additional Unit bear to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Construction Loans or the Term Loans, as applicable; SECOND, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Revolving Credit Loans, if any; THIRD, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Revolving Credit Loans, if any; FOURTH, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Construction Loans or the Term Loans, as applicable; FIFTH, to the Administrative Agent, to be applied to the cash collateralization of the unused Revolving Credit Commitments, on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent;each other.

Construction Account. (a) The Collateral Agent acting at the written direction of the applicable Repauno Entity shall transfer (and such Repauno Entity shall cause to be deposited) into the applicable sub-account in accordance with the corresponding Funds Flow Memorandum within the Debt Proceeds Sub-Account of the Construction Account all net proceeds of any Bonds, other than as set forth in clause (c) below (including but not limited to, the netting of any amounts as set forth in the applicable Flow of Funds Memorandum against the proceeds of such Bonds). The Collateral Agent acting at the written direction of the applicable Repauno Entity shall transfer (and such Repauno Entity shall cause to be deposited) all net proceeds of the Taxable Term Loan into the applicable sub-account in accordance with the corresponding Funds Flow Memorandum within the Debt Proceeds Sub-Account of the Construction Account (and as required by the Financing Documents applicable to the Taxable Term Loan) and shall therefrom immediately transfer a portion of the proceeds of the Taxable Term Loan (i) to repay the Existing Revolving Credit Agreement, (ii) to any direct or indirect parent company of a Repauno Entity solely to be used to repay Indebtedness under the Existing Barclays Credit Agreement and (iii) to pay fees and expenses, in each case, in accordance with the Funds Flow Memorandum. Each applicable Repauno Entity shall direct net proceeds of Additional Equity Contributions, Additional Senior Indebtedness and Permitted Subordinated Debt, in each case issued to finance a portion of Project Costs prior to the Final Substantial Completion Date applicable to such Repauno Entity’s Project, to be deposited into the Other Proceeds Sub-Account or into a separate sub-account of the Construction Account (as confirmed by the applicable Repauno Entity) in accordance with the Financing Obligation Documents and, subject to Sections 5.16(d) and 9.08 herein, shall be disbursed in accordance with Section 5.04(e) herein. (b) Each Repauno Entity will be entitled to instruct the Account Bank to open new sub-accounts of the Construction Account by providing to the Collateral Agent and Account Bank instructions in respect of the same for the purpose of depositing the proceeds of any Additional Senior Indebtedness issued to finance a portion of the Project Costs and permitted to be incurred by the Financing Obligation Documents as set forth in Section 5.04(a), including any proceeds from the Additional Bonds issued in respect of Additional Senior Indebtedness from time to time in accordance with the applicable Bond Indenture. (i) The proceeds of any Bonds (except as set forth above), net of amounts used to pay certain Costs of Issuance (which shall be deposited into the Costs of Issuance Sub-Account) and fund certain deposits on each Closing Date required hereunder and under the applicable Bond Indenture and after application in accordance with the applicable Bond Indenture, will be deposited on the date of issuance of such Bonds into the applicable sub-account of the Debt Proceeds Sub-Account in accordance with Section 5.04(a). Funds from the proceeds of any Bonds on deposit in the applicable sub-account of the Debt Proceeds Sub-Account will be disbursed upon receipt of and in accordance with a Construction Account Withdrawal Certificate to pay, or reimburse for a prior payment of, Project Costs as permitted by Law, including the Code; provided, however, that (A) such funds may also be used to pay interest on the applicable Bonds upon written request of the applicable Bond Trustee solely after all funds available for such payments in the Tax-Exempt Funded Interest Sub-Account have been used and (B) funds on deposit in the DRP Taxable Debt Proceeds Sub-Account may be used to pay interest on the Taxable Term Loan upon written request of the Taxable Term Loan Administrative Agent shallsolely after all funds available for such payments in the Taxable Funded Interest Sub-Account have been used; and provided, upon receipt by it further, however that no Repauno Entity may direct the Collateral Agent to disburse funds from the proceeds of a Borrowing Notice with attached payment instructions or a certificate any Bonds on deposit in the applicable sub-account of the Company setting forth Debt Proceeds Sub-Account to pay for or reimburse Project Costs that are not Qualified Costs unless the costs due applicable Repauno Entity shall have provided to the Collateral Agent and payable the applicable Bond Trustee an opinion of Bond Counsel to the effect that use of such funds to pay for or reimburse Project Costs that are not Qualified Costs will not adversely affect the exclusion of interest on any Bonds from gross income of the Owners thereof. (ii) The DRP 4 Series 2025 Debt Proceeds Sub-Account and the DRP 4 Series 2025 Debt Proceeds Capital Contingency Reserve Sub-Account have been established solely for the benefit of the Owners of the DRP 4 Series 2025 Bonds outstanding pursuant to the Series 2025 Indenture and will be paid held by the Collateral Agent, and the Security Interest therein maintained, for the exclusive benefit of only such Owners and shall not be available to any Owners of any other Bonds or any Additional Senior Indebtedness Holders, or any other Secured Party or any other Person. Amounts in the DRP 4 Series 2025 Debt Proceeds Capital Contingency Reserve Sub-Account shall be used to pay Project Costs that are Qualified Costs for the Project of DRP 4 only after amounts within the DRP 4 Series 2025 Debt Proceeds Sub-Account have been disbursed in accordance with the terms of this Section 5.04. (iii) Each other sub-account of the Debt Proceeds Sub-Account that is established in accordance with the requirements of any other Bond Indenture or any Additional Senior Secured Indebtedness Documents shall be established solely for the benefit of the specific Owners of such Bonds under such Bond Indenture or the specific Additional Senior Secured Indebtedness Holders under such Additional Senior Secured Indebtedness Documents, and held by the Collateral Agent, and the Security Interest therein maintained, for the exclusive benefit of only the Owners of such Bonds or such Additional Senior Secured Indebtedness Holders, and shall not be available to the Owners of the DRP 4 Series 2025 Bonds, any other Secured Party or any other Person. (d) Notwithstanding anything herein to the contrary, each Repauno Entity will be entitled to direct the Collateral Agent pursuant to an Equity Transfer Certificate (substantially in the form attached hereto as Exhibit K) from time to time to transfer funds between and among the Construction Equity Contribution Sub-Account and the Other Proceeds Sub-Account, distributesolely to the extent (A) such funds constitute proceeds of an Additional Equity Contribution or proceeds of Additional Senior Indebtedness or Permitted Subordinated Debt and (B) such transfers are otherwise in compliance with any applicable Financing Obligation Documents, from as certified by the cash available applicable Repauno Entity in the Equity Transfer Certificate. The delivery of the Equity Transfer Certificate shall constitute conclusive evidence upon which the Account Bank and the Collateral Agent may rely that such transfer is permitted. (e) Subject to Sections 5.16(d) and 9.08 hereof, each Repauno Entity will request pursuant to a Construction Account Withdrawal Certificate disbursements of moneys on deposit in the Construction Account, to including the Company for the benefit applicable sub-accounts of the Persons entitled theretoDebt Proceeds Sub-Account, all amounts then due the Equity Contribution Sub-Account and owing the Other Proceeds Sub-Account as set forth in this paragraph (e); provided, however, that if the funds on deposit in the Construction Account are the proceeds of Additional Senior Indebtedness (including any Revolving Facility), the applicable Repauno Entity shall not be required to satisfy the conditions in subclauses (ii), (iii) or (ix) of this paragraph (e) for disbursement of such certificatefunds. In order Amounts in the Construction Account will be transferred by the Collateral Agent as directed in the applicable Construction Account Withdrawal Certificate to pay for or reimburse Project Costs not later than the second (2nd) Business Day prior to the proposed date of disbursement (or such shorter period prior to the applicable Closing Date as is acceptable to the Collateral Agent with respect to disbursements on such Closing Date). The delivery of the Construction Account Withdrawal Certificate shall conclusively evidence the satisfaction of all conditions precedent to the disbursement in this Agreement, including the below conditions (and the Collateral Agent and Account Bank may rely upon such Construction Account Withdrawal Certificate and in no event shall the Collateral Agent or Account Bank be required to confirm the satisfaction of any such conditions or to review any documentation accompanying a Construction Account Withdrawal Certificate): (i) [reserved]; (ii) delivery to the Collateral Agent of a duly executed certificate from the applicable Repauno Entity, stating that (A) for any amount requested pursuant to such Construction Account Withdrawal Certificate, the work on the applicable Project performed as of the date of such Construction Account Withdrawal Certificate has been performed generally consistent with the terms of the Transaction Documents and such amount does not exceed the amount of Project Costs then due and payable or which are due and payable within 30 days of the requested disbursement date, and (B) the Substantial Completion Date for the applicable Project is reasonably expected to be achieved on or prior to the Substantial Completion Deadline for such Project (and, in the case of disbursements to fund such Project, also stating that substantial completion is reasonably expected to be achieved with funds on deposit in the Construction Account together with cash on-hand or available from committed sources); provided, however, that upon a determination that the Substantial Completion Date for such Project will not occur on or before the Substantial Completion Deadline for such Project, a draw from the Construction Account will be allowed so long as either (A) the Technical Advisor is satisfied that the applicable Repauno Entity’s remediation plan demonstrates that the applicable Substantial Completion Date can be achieved on or before the applicable Extended Substantial Completion Deadline, which satisfaction, in either case, must be evidenced by certification thereof in the Technical Advisor Certificate, or (B) the Technical Advisor is reasonably satisfied that the applicable Repauno Entity is able to satisfy its obligations to customers in all material respects under then-existing commercial contracts using assets or equipment previously constructed, and in commercial operation (with respect to the applicable Project), which reasonable satisfaction must be evidenced by certification thereof in the Technical Advisor Certificate; provided further, that none of the foregoing requirements of this clause (ii) will apply to Project Costs constituting the payment of such costsinterest on the Bonds, the Administrative Agent shall transfer Taxable Term Loan or any Additional Senior Indebtedness or the requisite funds into Costs of Issuance of Bonds or any Additional Senior Indebtedness that are otherwise being paid in accordance with the Financing Obligation Documents; (iii) the amounts requested pursuant to the Construction Account Withdrawal Certificate for the payment or reimbursement of Project Costs have been incurred in connection with the planning, design, developing, equipping, renovating, financing and construction and placing into service of the applicable Project, shall be applied to pay or reimburse Project Costs, are a proper charge against the applicable sub-account from which such amounts are being drawn and have not been the following sources basis for a prior requisition that has been paid; (iv) all amounts previously drawn for the payment or reimbursement of Project Costs through the procedures set forth in Section 5.04 of this Agreement have been fully applied and have been applied solely to pay or reimburse Project Costs; (v) no Potential Secured Obligation Event of Default or Secured Obligation Event of Default has occurred and is continuing (unless such disbursement will cure such Potential Secured Obligation Event of Default or Secured Obligation Event of Default) or will occur as a result of the indicated priority): 136 FIRSTdisbursement; (vi) the representations and warranties given by the applicable Repauno Entity under the Financing Obligation Documents will be true and correct in all material respects on and as of the applicable draw date, from the Pre-Sale Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); SECOND, except to the extent such costs are not fully covered by representations or warranties specifically refer to an earlier date, in which case it shall be true and correct in all material respects as of such date; (vii) copies of all documentation, reports and affidavits, in each case as required to be delivered to the applicable Repauno Entity pursuant to the applicable Issuer Lease Agreement or other Financing Obligation Document, shall have been delivered to the Collateral Agent; (viii) no Bankruptcy Event with respect to any Repauno Group Member has occurred and is continuing; (ix) amounts transferred to be disbursed from the Preapplicable sub-Sale Proceeds Account, from account(s) of the Debt Proceeds AccountSub-Account or the Equity Contribution Sub-Account will not be used to acquire any building or facility that will be, all during the term of any issued Bonds, used by, occupied by, leased to or paid for by any state, county, or municipal agency or entity, other than amounts to be disbursed in connection with the transactions contemplated by this Agreement or any other Financing Document; (x) the funds on deposit therein (being requisitioned will be used as represented and warranted in the applicable Issuer Lease Agreement or such lesser amount as may be required to cover such costs); other Financing Obligation Document and THIRD, to the extent applicable as stated in any Federal Tax Certificate and shall comply with any requirements related to an Issuer’s Affirmative Action Program and Prevailing Wage Rate Provisions in accordance with, and as defined under, the applicable Issuer Lease Agreement; (xi) delivery to the Collateral Agent of all unconditional lien releases and waivers for all past Construction Account Withdrawal Certificates, in each case, from each Contractor that has timely filed a notice to owner sufficient to perfect such costs Contractor’s right to a lien in compliance with all applicable Laws and such right has not expired or been extinguished (by passage of time or otherwise), if such releases and waivers have not previously been delivered to the Collateral Agent, in each case, other than with respect to Permitted Security Interests; and (xii) all Governmental Approvals necessary to perform the work for which Project Costs are being requested shall have been obtained and maintained or, if customary to obtain the same at a later date, shall be reasonably expected to be obtained and maintained as and when required under applicable Law and under the Transaction Documents, except where failure to obtain or maintain such Governmental Approval would not fully covered by reasonably be expected to have a Material Adverse Effect. (f) Notwithstanding anything herein to the amounts transferred from contrary, if on the PreBusiness Day immediately preceding an Interest Payment Date for any Bonds or Taxable Term Loan prior to the applicable Final Substantial Completion Date, after giving effect to all transfers required to be made under Sections 5.02(b) and 5.02(e), there are insufficient moneys on deposit in, (i) with respect to the (A) DRP 4 Series 2025 Bonds, the Bonds Principal Sub-Sale Proceeds Account and the Bonds Interest Sub-Account or (B) Bonds (other than the DRP 4 Series 2025 Bonds), the applicable sub-account of the Revenue Account for such applicable Bond Indenture, or (ii) with respect to the Taxable Term Loan, the Taxable Debt Proceeds Principal Sub-Account and PROVIDED that the Company shall have obtained (whether by way of Capacity Commitments or actual cash proceeds) not less than $200,000,000Taxable Debt Interest Sub-Account, in Requisite Qualifying Pre-Saleseach case, from to pay interest on the Equity Proceeds AccountDRP 4 Series 2025 Bonds, all funds the applicable Bonds (other than the DRP 4 Series 2025 Bonds) or the Taxable Term Loan on deposit therein (or such lesser amount as may be required to cover such costs). (b) On the Conversion next Interest Payment Date, the applicable Bond Trustee (with respect to such insufficiency for such Bonds) or the Taxable Term Loan Administrative Agent shall, upon receipt by it (with respect to such insufficiency for the Taxable Term Loan) will notify the Collateral Agent in writing of such deficiency and the Collateral Agent shall (without the need of a certificate of the Company stating that all costs to be paid from the Construction Account have been paid or are no longer payable, distribute, from Withdrawal Certificate and without further direction by the cash available applicable Repauno Entity) transfer moneys on deposit in the Construction Account, the amounts set forth in such certificate in the following order of priority: FIRST, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Construction Loans or the Term Loans, as applicable; SECOND, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Revolving Credit Loans, if any; THIRD, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Revolving Credit Loans, if any; FOURTH, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Construction Loans or the Term Loans, as applicable; FIFTH, to the Administrative Agent, to be applied to the cash collateralization of the unused Revolving Credit Commitments, on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent;sub-

Construction Account. (a) The Administrative Agent shallTrustee shall establish an account styled "RBF Exploration Construction Account" (the "Construction Account"), subject to the Trustee's sole dominion and control. From the proceeds received by the Issuer upon receipt by it of a Borrowing Notice with attached payment instructions or a certificate the issuance of the Company setting forth Notes pursuant hereto and pursuant to the costs due and payable and Note Purchase Agreements, Issuer shall deposit or cause to be paid from the Construction Account, distribute, from the cash available deposited in the Construction Account, Account all proceeds received by the Issuer upon the issuance of the Notes pursuant hereto and pursuant to the Company for the benefit of the Persons entitled theretoNote Purchase Agreements, all less any amounts then due and owing as set forth in such certificate. In order used to fund the payment of such costs, the Administrative Agent shall transfer the requisite funds into the Construction Account from the following sources (in the indicated priority): 136 FIRST, from the Pre-Sale Proceeds Payment Reserve Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); SECOND, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account, from the Debt Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); and THIRD, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account and the Debt Proceeds Account and PROVIDED that the Company shall have obtained (whether by way of Capacity Commitments or actual cash proceeds) not less than $200,000,000, in Requisite Qualifying Pre-Sales, from the Equity Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs). (b) On Upon receipt of a duly completed Certificate of Requisition (with all required attachments) (which may be completed by and signed by the Conversion DateSureties as provided in paragraph (3)(a) of the Performance Bond) together with a duly completed Engineer s Certification executed by the Independent Engineer, provided (unless the Certificate of Requisition is submitted by the Sureties as aforesaid) no Indenture Default or Indenture Event of Default has occurred and is continuing, the Administrative Agent shall, upon receipt by it Trustee (subject to the priority of a certificate payment of any amounts due under Section 5.1(b)) shall advance the Company stating that all costs to be paid amount so requested from the Construction Account have been paid to the Building Account of the Issuer (or are no longer payable, distribute, the Sureties as appropriate) on the date which is two (2) Business Days from the cash available receipt by the Trustee of such Certificate of Requisition. By submission of each Certificate of Requisition to the Trustee, the Issuer shall be deemed to represent to the Trustee and the Note Holders that (i) the information contained in the Certificate of Requisition is true, (ii) the representations and warranties of the Issuer contained in this Indenture and in the Note Purchase Agreements and otherwise made in writing by or on behalf of the Issuer pursuant to the Indenture and the Note Purchase Agreements were true and correct when made and are true and correct at and as of the time of delivery of such certificate, except to the extent such representations and warranties are expressly limited to an earlier date or the Required Holders have expressly consented in writing to the contrary, (iii) the Issuer has performed and complied with all agreements and conditions contained in this Indenture and in the Note Purchase Agreements required to be performed or complied with by it prior to or at the time of delivery of such certificate, (iv) since the Purchase Date (as defined in the Note Purchase Agreement), no change has occurred, either in any case or in the aggregate, in the condition, financial or otherwise, of the Issuer or the Parent which would have a Material Adverse Effect, (v) there exists, and, after giving effect to the advance with respect to which such certificate is being delivered, will exist, no Indenture Default, (vi) no defaults or events which with notice or lapse of time could create a default have occurred and are continuing under the Construction Contract, the Construction Contract is in full force and effect and all work performed to date has been completed in a good and workmanlike manner and in compliance with the Construction Contract and the Specifications of the Drilling Rig and (vii) after the advance of funds requested by such certificate the funds remaining in the Construction AccountAccount will be sufficient for completion of the Drilling Rig in accordance with the Construction Contract, the amounts Specifications therefor, the furnishing of the Owner s Supplies and for compliance with the SDDI Contract. If the Certificate of Requisition is submitted by the Sureties, the Sureties shall be deemed to make the representations set forth in such certificate (i) above to the Trustees and the Note Holders. On the Commencement Date, any moneys remaining in the following order of priority: FIRST, Construction Account shall be transferred to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Construction Loans or the Term Loans, as applicable; SECOND, to the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Revolving Credit Loans, if any; THIRD, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Revolving Credit Loans, if any; FOURTH, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Construction Loans or the Term Loans, as applicable; FIFTH, to the Administrative Agent, to be applied to the cash collateralization of the unused Revolving Credit Commitments, on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent;Collection Account.

Construction Account. (a) The Borrower (or, with respect to Loan proceeds, the Administrative Agent Agent) shall, upon receipt by it of a Borrowing Notice with attached payment instructions or a certificate of from and after the Company setting forth Closing Date, cause the costs due and payable and following amounts to be paid from into the Construction Account, distribute, from the cash available in : (i) all proceeds of the Construction Account, Loans (except for proceeds of Fundings applied directly to the Company for the benefit of the Persons entitled thereto, all amounts then due and owing as set forth in such certificate. In order to fund the payment of such costsDebt Service or as otherwise applied on the Conversion Date in accordance with Section 2.05(e) (Funding of Loans)); (ii) all proceeds of Working Capital Loans for start-up costs for the Project; (iii) until the Conversion Date, all equity contributions received by the Administrative Agent shall transfer Borrower (including the requisite funds Required Equity Contribution); (iv) all proceeds of any Performance Bond; (v) all damages payable under any Construction Contract; and (vi) all amounts required to be deposited into the Construction Account from as required under the following sources (in the indicated priority): 136 FIRST, from the Pre-Sale Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); SECOND, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account, from the Debt Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); and THIRD, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account and the Debt Proceeds Account and PROVIDED that the Company shall have obtained (whether by way of Capacity Commitments or actual cash proceeds) not less than $200,000,000, in Requisite Qualifying Pre-Sales, from the Equity Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs)Completion Guaranty. (b) On Prior to the Conversion Datedate of the first Funding of the Construction Loans, the Borrower may direct the transfer or withdrawal of funds standing to the credit of the Construction Account to pay Project Costs by delivering a Construction Withdrawal Certificate to the Accounts Bank (with a copy to the Administrative Agent and the Independent Engineer). (c) From and after the date of the first Funding of Construction Loans, unless a Notice of Suspension is in effect or a Default or Event of Default would occur after giving effect to any application of funds contemplated hereby, the Borrower may direct the transfer or withdrawal of funds standing to the credit of the Construction Account to pay Project Costs then due and owing strictly in accordance with the Construction Budget by delivering a Construction Withdrawal Certificate to the Accounts Bank (with a copy to the Administrative Agent and the Independent Engineer) which, in the case of any Loan proceeds, shall be for application strictly in accordance with the relevant Funding Notice. All payments from the Construction Account shall be made by the Accounts Bank pursuant to instructions set forth in the relevant Construction Withdrawal Certificate directly to the payee. In the event that the Borrower fails to deliver such a Construction Withdrawal Certificate, the Administrative Agent shallis hereby authorized to direct, upon receipt by it in writing, the Accounts Bank to transfer or withdraw the amounts necessary to pay Project Costs that are, from time to time, due and payable. (d) On the Conversion Date all amounts on deposit in or standing to the credit of a certificate of the Company stating that all costs to be paid from the Construction Account have been paid shall be withdrawn and such account shall be terminated and closed at the written instruction of the Borrower or are no longer payable, distribute, from the cash available in the Construction Account, the amounts set forth in such certificate in the following order of priority: FIRST, to the Administrative Agent, to Agent and such amounts shall be applied to the payment of all accrued but unpaid interest on the Construction Loans or the Term Loans, as applicable; SECOND, to by the Administrative Agent, to be applied to the payment of all accrued but unpaid interest on the Revolving Credit Loans, if any; THIRD, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Revolving Credit Loans, if any; FOURTH, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Construction Loans or the Term Loans, as applicable; FIFTH, to the Administrative Agent, to be applied to the cash collateralization of the unused Revolving Credit Commitments, on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent;Agent in accordance with Section 2.05

Construction Account. (a) The Administrative Agent shallOn the Closing Date, upon receipt by it the Company shall cause the Trustee to make the transfer specified in the final sentence of a Borrowing Notice with attached payment instructions or a certificate Section 5.1 of the Company setting forth Indenture and the costs due and payable and to be paid from Collateral Agent shall deposit the Construction Account, distribute, from the cash available amount so received in the Construction Account, to the Company for the benefit of the Persons entitled thereto, all amounts then due and owing as set forth in such certificate. In order to fund the payment of such costs, the Administrative Agent shall transfer the requisite funds into the Construction Account from the following sources (in the indicated priority): 136 FIRST, from the Pre-Sale Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); SECOND, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account, from the Debt Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs); and THIRD, to the extent such costs are not fully covered by the amounts transferred from the Pre-Sale Proceeds Account and the Debt Proceeds Account and PROVIDED that the Company shall have obtained (whether by way of Capacity Commitments or actual cash proceeds) not less than $200,000,000, in Requisite Qualifying Pre-Sales, from the Equity Proceeds Account, all funds on deposit therein (or such lesser amount as may be required to cover such costs). (b) On the Conversion Closing Date, the Administrative Agent shall, upon receipt by it the Collateral Agent of a certificate complete and properly executed requisition substantially in the form of Exhibit 3.8 (A "REQUISITION") signed by the Company stating that all costs to (the contents of which shall be paid from confirmed by the Independent Engineer), the Collateral Agent shall apply the amounts in the Construction Account to the payment, or reimbursement, to the extent the same have been paid or are no longer payablesatisfied by the Company, distributeof Project Costs including, but not limited to, fees payable under the Working Capital Agreement. (c) Monthly after the Closing Date, or as frequently as may reasonably be necessary, the Company may submit a Requisition to disburse monies from the cash available Construction Account; PROVIDED, that each Requisition (except for any Requisition with respect to the initial drawing on the Closing Date) shall be submitted to the Collateral Agent no less than three (3) Business Days in advance of the drawing date and shall include the following: (i) a certification that the proceeds thereof shall be used solely to pay Project Costs in accordance with the Indenture; (ii) a certification that work performed to date has been satisfactorily performed in a good and workmanlike manner and according to the EPC Contract; (iii) a statement that undisbursed funds in the Construction Account, together with funds available under the amounts set forth in such certificate in Equity Subscription Agreement and other available sources of funds, are reasonably expected to be sufficient to complete the following order of priority: FIRST, Facility according to the Administrative AgentEPC Contract by the Date Certain; (iv) a statement that no Default or Event of Default under the Indenture, to be applied to the payment of all accrued but unpaid interest on DSR LOC Reimbursement Agreement, the Construction Loans PPA LOC Reimbursement Agreement or the Term Loans, as applicableWorking Capital Agreement has occurred and is continuing; SECOND, to the Administrative Agent, to be applied to the payment (v) a statement that all proceeds of all accrued but unpaid interest on the Revolving Credit Loans, if any; THIRD, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Revolving Credit Loans, if any; FOURTH, to the Administrative Agent, to be applied to the prepayment of the unpaid principal of the Construction Loans prior Requisitions have been expended or the Term Loans, as applicable; FIFTH, to the Administrative Agent, to be applied to the cash collateralization of the unused Revolving Credit Commitments, on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent;applied