Common use of Disbursement Conditions Clause in Contracts

Disbursement Conditions. Itaú Nassau’s obligation to make the Disbursement of the Loan is subject to the fulfillment of the following necessary conditions, which must be fulfilled both on the date of sending the Disbursement Request and on the Disbursement Date, except when otherwise indicated when informing the respective condition: /a/ That Itaú Nassau, through the Agent Bank, has received at least five Banking Business Days prior to the date on which the Debtor wishes to make a Disbursement, a disbursement request signed by one or more authorized attorneys-in-fact of the Debtor, hereinafter the “Disbursement Request”, which must indicate: /i/ the date requested for the disbursement, which must necessarily fall on a Banking Business Day during the First Availability Period or during the Second Availability Period, or during the Third Availability Period, as the case may be, and according to the Disbursement schedule contained in ATTACHMENT “N” hereof, hereinafter the “Disbursement Date”; /ii /the amount requested to be disbursed, which must consist, at most, of the amount necessary to pay, normally or in advance, the capital of the Possible Acquisition Loans Xxxxxxx Xxxxxx Xxxxxx Notary Public Xxxxxx Xxxx 0153 - Phone: 0000000 xxxxxxxx@xxxxxxx-xxxxxx.xx Providencia informed in the respective Disbursement Request, which will be paid charged against the respective Disbursement plus the amount corresponding to Stamp Tax, breakdown costs and prepayment commissions in the terms currently agreed in the respective financing that are paid or under market conditions if applicable, and other expenses associated with the Disbursement; /iii/ with express instructions to retain and pay the amount from the requested Disbursement the corresponding Stamp Tax in force on the Disbursement Date, which is levied on the Loan; /b/ That Itaú Nassau has received on the Disbursement Date an original copy of the Promissory Note documenting the Disbursement, duly signed by one or more authorized attorneys-in-fact of the Debtor, and with the endorsement of the Guarantors / except CorpBanking until confirming the deterrent condition to which the Joint Surety granted by it is subject/, according to the content stated in the Item /Three. Eight/ below; /c/ That the Representations and Guarantees made by the Debtor in Clause Nine hereof continue to be correct and true in their substantial aspects, which must be expressly declared by means of a written communication sent to the Creditor by authorized attorneys-in-fact of the Debtor on the Disbursement Date; /d/ That the Debtor is in compliance with all the performance and non-performance obligations set forth in Clause Ten and Clause Eleven hereof, and that none of the Events of Default set forth in Clause Twelve hereof, or any Default has occurred; /e/ That the Debtor has obtained, and they remain in force, the authorizations and corporate approvals necessary for the subscription of the Loan Documents, to the satisfaction of Itaú Nassau; /f/ That all fees, commissions and expenses of the Creditor in relation to this Agreement, as well as the respective Stamp Tax and other applicable taxes, accrued prior to Disbursement, are paid on time by the Debtor; /g/ That the Debtor has instructed the Creditor, through the Agent Bank, to pay on the Disbursement Date, the Stamp Tax that will be levied on the Disbursement, the commissions, and the fees and expenses that have accrued until the Disbursement Date or accrued on said date, including notarial expenses; /h/ Xxxxxxx Xxxxxx Xxxxxx Notary Public Xxxxxx Xxxx 0153 - Phone: 0000000 xxxxxxxx@xxxxxxx-xxxxxx.xx Providencia That the First Availability Period, or the Second Availability Period, or the Third Availability Period, as the case may be, have not ended; /i/ That the Joint and Several Collateral and Committed Pledges that must be constituted according to the terms and conditions set forth in letter /r/ of Clause Ten hereof have been executed, fully perfected and are fully in force; /j/ The absence of litigation, any pending lawsuit, investigations or processes that may have or produce a Material Adverse Effect; /k/ That the Debtor, on the date on which the Disbursement is to be made, is not in default or simple delay in the fulfillment of its obligations towards the Creditor, irrespective of their nature, cause or origin; /l/ That on the date on which the Disbursement must be made, a minimum guarantee coverage ratio of one point two times is maintained, which shall be understood as the ratio between: /one/ the value of the shares delivered as Loan Guarantee/ according to the Stock Pledge Agreements whose Guarantees are fully perfected and fully in force/, without duplication, according to the valuation formula contained in ATTACHMENT “L” hereof and which is registered under the same repertoire number of the public deed herein, forming an integral part hereof for all legal purposes, and /two/ the capital balance owed on the Loan; /m/ That the Debtor has instructed the Agent Bank, and to its full satisfaction, to pay charging to the disbursed funds, the Possible Acquisition Loans that will be paid with the respective Disbursement, granting it the mandates and signing the instruments that the Agent Bank requests for this purpose and, in the event that the payment of the respective Possible Acquisition Loans that have been reported in the Disbursement Request are not made on the same Disbursement Date, that the Debtor invest such funds in one or more deposits to term in the Agent Bank, and endorses them in favor of the Guarantee Agent for the benefit of the Creditor, in guarantee of the Obligations, instructing the Guarantee Agent so that, on the date on which the payment of the Possible Acquisition Loans must be made, it proceeds with the respective settlement of this deposit and makes said payment with the proceeds of such settlement / capital and Xxxxxxx Xxxxxx Xxxxxx Notary Public Xxxxxx Xxxx 0153 - Phone: 0000000 xxxxxxxx@xxxxxxx-xxxxxx.xx Providencia

Disbursement Conditions. Itaú Nassau’s obligation SECTION 4. TIFIA Loan proceeds shall be disbursed solely in respect of the costs(a) set forth in subparagraph (b) of the definition of “Eligible Project Costs”, which costs have been previously paid or incurred by or on behalf of the Borrower in connection with the East Link Light Rail Project. If the Borrower intends to utilize the TIFIA Loan proceeds to make progress payments for the Disbursement Project construction work performed under the Construction Agreements, the Borrower shall demonstrate to the satisfaction of the TIFIA Lender that such progress payments are commensurate with the value of the work that has been completed. Each disbursement of the TIFIA Loan is shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D, along with all documentation and other information required thereby, submitted by the Borrower to, and approved by, the TIFIA Lender, all in accordance with the procedures of Exhibit D and subject to the fulfillment requirements of the following necessary conditionsthis Section 4 and Section 12(b); provided, which must however, that no disbursements of TIFIA Loan proceeds shall be fulfilled both made on or after the date that is one (1) year after the Substantial Completion Date. The Borrower shall deliver copies of sending the Disbursement Request and on the Disbursement Date, except when otherwise indicated when informing the respective condition: /a/ That Itaú Nassau, through the Agent Bank, has received at least five Banking Business Days prior each Requisition to the date on which the Debtor wishes to make a Disbursement, a disbursement request signed by one or more authorized attorneys-in-fact of the Debtor, hereinafter the “Disbursement Request”, which must indicate: /i/ the date requested for the disbursement, which must necessarily fall on a Banking Business Day during the First Availability Period or during the Second Availability Period, or during the Third Availability Period, as the case may be, and according to the Disbursement schedule contained in ATTACHMENT “N” hereof, hereinafter the “Disbursement Date”; /ii /the amount requested to be disbursed, which must consist, at most, of the amount necessary to pay, normally or in advanceTIFIA(b) Lender, the capital of FHWA TIFIA Joint Program Office (HITJ), the Possible Acquisition Loans Xxxxxxx Xxxxxx Xxxxxx Notary Public Xxxxxx Xxxx 0153 - Phone: 0000000 xxxxxxxx@xxxxxxx-xxxxxx.xx Providencia informed in the respective Disbursement RequestServicer, which will be paid charged against the respective Disbursement plus the amount corresponding to Stamp Tax, breakdown costs and prepayment commissions in the terms currently agreed in the respective financing that are paid or under market conditions if applicable, and other expenses associated with the DisbursementFTA Regional Office on or before the first day of each month for which a disbursement is requested, or the next succeeding Business Day if such first day is not a Business Day; /iii/ with express instructions provided, however, that the first Requisition shall be submitted not less than sixty (60) days prior to retain and pay the amount from anticipated date of the requested Disbursement first disbursement of funds. Subject to Section 4(e), if the corresponding Stamp Tax in force TIFIA Lender shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the Disbursement Datefifteenth (15th) day of the month for which a disbursement has been requested, which is levied or on the Loan; /b/ That Itaú Nassau has received on next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express TIFIA Lender approval or denial shall be substantially in the Disbursement Date an original copy form annexed hereto as Appendix Three to Exhibit D. In no event shall disbursements be made more than once each month. At the time of any disbursement, the sum of all prior disbursements of TIFIA Loan proceeds and the disbursement then to be made shall not exceed the cumulative disbursements through the end of the Promissory Note documenting the Disbursement, duly signed by one or more authorized attorneysthen-in-fact of the Debtor, and with the endorsement of the Guarantors / except CorpBanking until confirming the deterrent condition to which the Joint Surety granted by it is subject/, according to the content stated in the Item /Three. Eight/ below; /c/ That the Representations and Guarantees made by the Debtor in Clause Nine hereof continue to be correct and true in their substantial aspects, which must be expressly declared by means of a written communication sent to the Creditor by authorized attorneys-in-fact of the Debtor on the Disbursement Date; /d/ That the Debtor is in compliance with all the performance and non-performance obligations current year set forth in Clause Ten and Clause Eleven hereof, and that none of the Events of Default set forth in Clause Twelve hereof, or any Default has occurred; /e/ That the Debtor has obtained, and they remain in force, the authorizations and corporate approvals necessary for the subscription of the Anticipated TIFIA Loan Documents, to the satisfaction of Itaú Nassau; /f/ That all fees, commissions and expenses of the Creditor in relation to this Agreement, as well as the respective Stamp Tax and other applicable taxes, accrued prior to Disbursement, are paid on time by the Debtor; /g/ That the Debtor has instructed the Creditor, through the Agent Bank, to pay on the Disbursement Date, the Stamp Tax that will be levied on the Disbursement, the commissions, and the fees and expenses that have accrued until the Disbursement Date or accrued on said date, including notarial expenses; /h/ Xxxxxxx Xxxxxx Xxxxxx Notary Public Xxxxxx Xxxx 0153 - Phone: 0000000 xxxxxxxx@xxxxxxx-xxxxxx.xx Providencia That the First Availability Period, or the Second Availability Period, or the Third Availability PeriodSchedule, as the case same may be, have not ended; /i/ That the Joint and Several Collateral and Committed Pledges that must be constituted according amended from time to the terms and conditions set forth in letter /r/ of Clause Ten hereof have been executed, fully perfected and are fully in force; /j/ The absence of litigation, any pending lawsuit, investigations or processes that may have or produce a Material Adverse Effect; /k/ That the Debtor, on the date on which the Disbursement is to be made, is not in default or simple delay in the fulfillment of its obligations towards the Creditor, irrespective of their nature, cause or origin; /l/ That on the date on which the Disbursement must be made, a minimum guarantee coverage ratio of one point two times is maintained, which shall be understood as the ratio between: /one/ the value of the shares delivered as Loan Guarantee/ according to the Stock Pledge Agreements whose Guarantees are fully perfected and fully in force/, without duplication, according to the valuation formula contained in ATTACHMENT “L” hereof and which is registered under the same repertoire number of the public deed herein, forming an integral part hereof for all legal purposes, and /two/ the capital balance owed on the Loan; /m/ That the Debtor has instructed the Agent Bank, and to its full satisfaction, to pay charging to the disbursed funds, the Possible Acquisition Loans that will be paid with the respective Disbursement, granting it the mandates and signing the instruments that the Agent Bank requests for this purpose and, in the event that the payment of the respective Possible Acquisition Loans that have been reported in the Disbursement Request are not made on the same Disbursement Date, that the Debtor invest such funds in one or more deposits to term in the Agent Bank, and endorses them in favor of the Guarantee Agent for the benefit of the Creditor, in guarantee of the Obligations, instructing the Guarantee Agent so that, on the date on which the payment of the Possible Acquisition Loans must be made, it proceeds with the respective settlement of this deposit and makes said payment with the proceeds of such settlement / capital and Xxxxxxx Xxxxxx Xxxxxx Notary Public Xxxxxx Xxxx 0153 - Phone: 0000000 xxxxxxxx@xxxxxxx-xxxxxx.xx Providenciatime.

Disbursement Conditions. Itaú Nassau’s obligation to make the Disbursement TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs previously paid or incurred by or on behalf of the Loan is subject to Borrower in connection with the fulfillment Project. Each disbursement of the following necessary conditions, which must TIFIA Loan shall be fulfilled both on the date of sending the Disbursement Request made pursuant to a requisition and on the Disbursement Date, except when otherwise indicated when informing the respective condition: /a/ That Itaú Nassau, through the Agent Bank, has received at least five Banking Business Days prior to the date on which the Debtor wishes to make certification (a Disbursement, a disbursement request signed by one or more authorized attorneys-in-fact of the Debtor, hereinafter the “Disbursement RequestRequisition”, which must indicate: /i/ the date requested for the disbursement, which must necessarily fall on a Banking Business Day during the First Availability Period or during the Second Availability Period, or during the Third Availability Period, as the case may be, and according to the Disbursement schedule contained in ATTACHMENT “N” hereof, hereinafter the “Disbursement Date”; /ii /the amount requested to be disbursed, which must consist, at most, of the amount necessary to pay, normally or in advance, the capital of the Possible Acquisition Loans Xxxxxxx Xxxxxx Xxxxxx Notary Public Xxxxxx Xxxx 0153 - Phone: 0000000 xxxxxxxx@xxxxxxx-xxxxxx.xx Providencia informed ) in the respective Disbursement Request, which will be paid charged against the respective Disbursement plus the amount corresponding to Stamp Tax, breakdown costs and prepayment commissions in the terms currently agreed in the respective financing that are paid or under market conditions if applicable, and other expenses associated with the Disbursement; /iii/ with express instructions to retain and pay the amount from the requested Disbursement the corresponding Stamp Tax in force on the Disbursement Date, which is levied on the Loan; /b/ That Itaú Nassau has received on the Disbursement Date an original copy of the Promissory Note documenting the Disbursement, duly signed by one or more authorized attorneys-in-fact of the Debtor, and with the endorsement of the Guarantors / except CorpBanking until confirming the deterrent condition to which the Joint Surety granted by it is subject/, according to the content stated in the Item /Three. Eight/ below; /c/ That the Representations and Guarantees made by the Debtor in Clause Nine hereof continue to be correct and true in their substantial aspects, which must be expressly declared by means of a written communication sent to the Creditor by authorized attorneys-in-fact of the Debtor on the Disbursement Date; /d/ That the Debtor is in compliance with all the performance and non-performance obligations form set forth in Clause Ten and Clause Eleven hereofAppendix One to Exhibit D submitted by the Borrower to, and that none of the Events of Default set forth in Clause Twelve hereof, or any Default has occurred; /e/ That the Debtor has obtained, and they remain in forceapproved by, the authorizations TIFIA Lender, all in accordance with the procedures of Exhibit D and corporate approvals necessary for the subscription of the Loan Documents, subject to (i) with respect to the satisfaction of Itaú Nassau; /f/ That all fees, commissions and expenses of the Creditor in relation to this Agreement, as well as the respective Stamp Tax and other applicable taxes, accrued prior to Disbursement, are paid on time by the Debtor; /g/ That the Debtor has instructed the Creditor, through the Agent Bank, to pay on the Disbursement Dateinitial disbursement, the Stamp Tax that will be levied on the Disbursement, the commissions, and the fees and expenses that have accrued until the Disbursement Date or accrued on said date, including notarial expenses; /h/ Xxxxxxx Xxxxxx Xxxxxx Notary Public Xxxxxx Xxxx 0153 - Phone: 0000000 xxxxxxxx@xxxxxxx-xxxxxx.xx Providencia That the First Availability Period, or the Second Availability Period, or the Third Availability Period, as the case may be, have not ended; /i/ That the Joint and Several Collateral and Committed Pledges that must be constituted according to the terms and conditions set forth in letter /r/ Section 13(a), and (ii) with respect to each subsequent disbursement, the conditions set forth in Section 13(b); provided, however, that no disbursements of Clause Ten hereof have been executed, fully perfected and are fully in force; /j/ The absence of litigation, any pending lawsuit, investigations TIFIA Loan proceeds shall be made on or processes that may have or produce a Material Adverse Effect; /k/ That the Debtor, on after the date that is one (1) year after the Substantial Completion Date. The Borrower shall deliver copies of each Requisition to the TIFIA Lender, the FHWA TIFIA Joint Program Office (HITJ), the Servicer and the [appropriate USDOT field office] on or before the first day of each month for which a disbursement is requested, or the Disbursement is to be made, next succeeding Business Day if such first day is not in default a Business Day. If the TIFIA Lender shall expressly approve a Requisition or simple delay in the fulfillment shall not expressly deny a Requisition, disbursements of its obligations towards the Creditor, irrespective of their nature, cause or origin; /l/ That on the date on which the Disbursement must be made, a minimum guarantee coverage ratio of one point two times is maintained, which funds shall be understood as the ratio between: /one/ the value of the shares delivered as Loan Guarantee/ according to the Stock Pledge Agreements whose Guarantees are fully perfected and fully in force/, without duplication, according to the valuation formula contained in ATTACHMENT “L” hereof and which is registered under the same repertoire number of the public deed herein, forming an integral part hereof for all legal purposes, and /two/ the capital balance owed on the Loan; /m/ That the Debtor has instructed the Agent Bank, and to its full satisfaction, to pay charging to the disbursed funds, the Possible Acquisition Loans that will be paid with the respective Disbursement, granting it the mandates and signing the instruments that the Agent Bank requests for this purpose and, in the event that the payment of the respective Possible Acquisition Loans that have been reported in the Disbursement Request are not made on the same Disbursement Datefifteenth (15th) day of the month for which a disbursement has been requested, that or on the Debtor invest next succeeding Business Day if such funds in one fifteenth (15th) day is not a Business Day. Express TIFIA Lender approval or more deposits to term denial shall be substantially in the Agent Bankform annexed hereto as Appendix Three to Exhibit D. In no event shall disbursements be made more than once each month. At the time of any disbursement, the sum of all prior disbursements of TIFIA Loan proceeds and endorses them in favor the disbursement then to be made shall not exceed the cumulative disbursements through the end of the Guarantee Agent for then-current year set forth in the benefit Anticipated TIFIA Loan Disbursement Schedule, as the same may be amended from time to time. The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule by submitting a revised version thereof to the TIFIA Lender no later than thirty (30) days prior to the proposed effective date thereof, together with a detailed explanation of the Creditorreasons for such revisions. Such revised Anticipated TIFIA Loan Disbursement Schedule shall become effective upon the TIFIA Lender’s approval thereof, which approval shall be granted in guarantee the TIFIA Lender’s sole discretion. As a condition to each disbursement of the ObligationsTIFIA Loan, instructing the Guarantee Agent so Borrower shall provide to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, on prior thereto or simultaneously therewith, a disbursement of Senior Obligation proceeds [and Equity Contributions] has occurred such that as of any such TIFIA Loan disbursement, the date on which the payment aggregate amount of all disbursements of the Possible Acquisition Loans must be made, it proceeds with TIFIA Loan (including such disbursement) shall not exceed [___] percent ([__]%) of the respective settlement total amount of this deposit and makes said payment with the proceeds of such settlement / capital and Xxxxxxx Xxxxxx Xxxxxx Notary Public Xxxxxx Xxxx 0153 - Phone: 0000000 xxxxxxxx@xxxxxxx-xxxxxx.xx ProvidenciaEligible Project Costs.

Disbursement Conditions. Itaú Nassau’s obligation TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs paid or incurred by or on behalf of the Borrower in connection with the Project. If the Borrower intends to utilize the TIFIA Loan proceeds to make the Disbursement of the Loan is subject to the fulfillment of the following necessary conditions, which must be fulfilled both on the date of sending the Disbursement Request and on the Disbursement Date, except when otherwise indicated when informing the respective condition: /a/ That Itaú Nassau, through the Agent Bank, has received at least five Banking Business Days prior to the date on which the Debtor wishes to make a Disbursement, a disbursement request signed by one or more authorized attorneys-in-fact of the Debtor, hereinafter the “Disbursement Request”, which must indicate: /i/ the date requested progress payments for the disbursement, which must necessarily fall on a Banking Business Day during Project construction work performed under the First Availability Period or during the Second Availability Period, or during the Third Availability Period, as the case may be, and according to the Disbursement schedule contained in ATTACHMENT “N” hereof, hereinafter the “Disbursement Date”; /ii /the amount requested to be disbursed, which must consist, at most, of the amount necessary to pay, normally or in advanceConstruction Agreements, the capital of the Possible Acquisition Loans Xxxxxxx Xxxxxx Xxxxxx Notary Public Xxxxxx Xxxx 0153 - Phone: 0000000 xxxxxxxx@xxxxxxx-xxxxxx.xx Providencia informed in the respective Disbursement Request, which will be paid charged against the respective Disbursement plus the amount corresponding to Stamp Tax, breakdown costs and prepayment commissions in the terms currently agreed in the respective financing that are paid or under market conditions if applicable, and other expenses associated with the Disbursement; /iii/ with express instructions to retain and pay the amount from the requested Disbursement the corresponding Stamp Tax in force on the Disbursement Date, which is levied on the Loan; /b/ That Itaú Nassau has received on the Disbursement Date an original copy of the Promissory Note documenting the Disbursement, duly signed by one or more authorized attorneys-in-fact of the Debtor, and with the endorsement of the Guarantors / except CorpBanking until confirming the deterrent condition to which the Joint Surety granted by it is subject/, according to the content stated in the Item /Three. Eight/ below; /c/ That the Representations and Guarantees made by the Debtor in Clause Nine hereof continue to be correct and true in their substantial aspects, which must be expressly declared by means of a written communication sent to the Creditor by authorized attorneys-in-fact of the Debtor on the Disbursement Date; /d/ That the Debtor is in compliance with all the performance and non-performance obligations set forth in Clause Ten and Clause Eleven hereof, and that none of the Events of Default set forth in Clause Twelve hereof, or any Default has occurred; /e/ That the Debtor has obtained, and they remain in force, the authorizations and corporate approvals necessary for the subscription of the Loan Documents, Borrower shall demonstrate to the satisfaction of Itaú Nassau; /f/ That all fees, commissions and expenses the TIFIA Lender that such progress payments are commensurate with the value of the Creditor work that has been completed. Each disbursement of the TIFIA Loan shall be made pursuant to a requisition and certification (a “Requisition”) in relation the form set forth in Appendix One to this AgreementExhibit D, as well as the respective Stamp Tax along with all documentation and other applicable taxesinformation required thereby, accrued prior to Disbursement, are paid on time submitted by the Debtor; /g/ That the Debtor has instructed the CreditorBorrower to, through the Agent Bank, to pay on the Disbursement Dateand approved by, the Stamp Tax that will be levied on TIFIA Lender, all in accordance with the Disbursement, procedures of Exhibit D and subject to the commissions, requirements of this Section 4 (Disbursement Conditions) and the fees and expenses that have accrued until the Disbursement Date or accrued on said date, including notarial expenses; /h/ Xxxxxxx Xxxxxx Xxxxxx Notary Public Xxxxxx Xxxx 0153 - Phone: 0000000 xxxxxxxx@xxxxxxx-xxxxxx.xx Providencia That the First Availability Period, or the Second Availability Period, or the Third Availability Period, as the case may be, have not ended; /i/ That the Joint and Several Collateral and Committed Pledges that must be constituted according to the terms and conditions set forth in letter /r/ Section 13(b) (Conditions Precedent to All Disbursements); provided, however, that no disbursements of Clause Ten hereof have been executed, fully perfected and are fully in force; /j/ The absence of litigation, any pending lawsuit, investigations TIFIA Loan proceeds shall be made on or processes that may have or produce a Material Adverse Effect; /k/ That the Debtor, on after the date that is one (1) year after the Substantial Completion Date. The Borrower shall deliver copies of each Requisition to the TIFIA Lender the Servicer (if any) and the [appropriate USDOT modal agency field office] on or before the first (1st) Business Day of each month for which a disbursement is requested. If the Disbursement is to be madeTIFIA Lender shall expressly approve a Requisition or shall not expressly deny a Requisition, is not in default or simple delay in the fulfillment disbursements of its obligations towards the Creditor, irrespective of their nature, cause or origin; /l/ That on the date on which the Disbursement must be made, a minimum guarantee coverage ratio of one point two times is maintained, which funds shall be understood as the ratio between: /one/ the value of the shares delivered as Loan Guarantee/ according to the Stock Pledge Agreements whose Guarantees are fully perfected and fully in force/, without duplication, according to the valuation formula contained in ATTACHMENT “L” hereof and which is registered under the same repertoire number of the public deed herein, forming an integral part hereof for all legal purposes, and /two/ the capital balance owed on the Loan; /m/ That the Debtor has instructed the Agent Bank, and to its full satisfaction, to pay charging to the disbursed funds, the Possible Acquisition Loans that will be paid with the respective Disbursement, granting it the mandates and signing the instruments that the Agent Bank requests for this purpose and, in the event that the payment of the respective Possible Acquisition Loans that have been reported in the Disbursement Request are not made on the same Disbursement Datefifteenth (15th) day of the month for which a disbursement has been requested, that or on the Debtor invest next succeeding Business Day if such funds in one fifteenth (15th) day is not a Business Day. Express TIFIA Lender approval or more deposits to term denial shall be substantially in the Agent Bankform annexed hereto as Appendix Three to Exhibit D. In no event shall disbursements be made more than once each month. At the time of any disbursement, the sum of all prior disbursements of TIFIA Loan proceeds and endorses them in favor the disbursement then to be made shall not exceed the cumulative disbursements through the end of the Guarantee Agent then-current calendar year set forth in the Anticipated TIFIA Loan Disbursement Schedule, as the same may be amended from time to time in accordance with the terms of this Agreement. Any scheduled disbursement (as reflected in the Anticipated TIFIA Loan Disbursement Schedule) that remains undrawn at the end of any year shall be available for disbursement in subsequent years, subject to Section 4(a) (Disbursement Conditions) above. The Borrower may amend the benefit Anticipated TIFIA Loan Disbursement Schedule by submitting a revised version thereof to the TIFIA Lender no later than thirty (30) days prior to the proposed effective date of such amendment, together with a detailed explanation of the Creditorreasons for such revisions. Such revised Anticipated TIFIA Loan Disbursement Schedule shall become effective upon the TIFIA Lender’s approval thereof, which approval shall be granted in guarantee the TIFIA Lender’s sole discretion. [As a condition to each disbursement of the ObligationsTIFIA Loan, instructing the Guarantee Agent so Borrower shall provide to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, on prior thereto or simultaneously therewith, a disbursement of [Senior Obligation proceeds][other funding sources] has occurred such that as of any such TIFIA Loan disbursement, the date on which the payment aggregate amount of all disbursements of the Possible Acquisition Loans must be made, it proceeds TIFIA Loan (including the requested disbursement but excluding any interest that is capitalized in accordance with the respective settlement terms hereof) shall not exceed [___] percent ([__]%) of this deposit and makes said payment with the proceeds total amount of reasonably anticipated Eligible Project Costs.]6869 Term . The term of the TIFIA Loan shall extend from the Effective Date to the Final Maturity Date or to such settlement / capital and Xxxxxxx Xxxxxx Xxxxxx Notary Public Xxxxxx Xxxx 0153 - Phone: 0000000 xxxxxxxx@xxxxxxx-xxxxxx.xx Providenciaearlier date as all amounts due or to become due to the TIFIA Lender hereunder have been irrevocably paid in full in cash.

Disbursement Conditions. Itaú Nassau’s obligation TIFIA Loan proceeds shall be disbursed solely to make pay directly for, or to reimburse the Disbursement Concessionaire for its prior payment of, Eligible Project Costs incurred in connection with the Project. Such disbursements shall be made pursuant to requisitions in the form set forth in Appendix One to Exhibit D submitted by the Concessionaire to, and approved by, the TIFIA Lender, all in accordance with the procedures of the Loan is Exhibit D and subject to the fulfillment conditions set forth therein and the additional conditions set forth below in this Section 4. No disbursements of the following necessary conditions, which must TIFIA Loan proceeds shall be fulfilled both on made later than one year after the date of sending the Disbursement Request and on the Disbursement Date, except when otherwise indicated when informing the respective condition: /a/ That Itaú Nassau, through the Agent Bank, has received at least five Banking Business Days Substantial Completion occurs nor prior to the date time the conditions specified in Section 13(2) hereof are satisfied. Subject to the last paragraph of this Section, copies of each requisition shall be delivered to the TIFIA Lender, the FHWA TIFIA Joint Program Office (HCFT-1), the Servicer, the FHWA Virginia Division Office, the Borrower/Issuer and the Trustee on or before the first day of each month, or the next succeeding Business Day if such first day is not a Business Day, in which the Debtor wishes to make a Disbursement, a disbursement request signed by one is requested. If the TIFIA Lender shall expressly approve such requisition or more authorized attorneys-in-fact shall not expressly deny such requisition, disbursements of funds shall be made on the 15th day of the Debtor, hereinafter month or on the “Disbursement Request”, which must indicate: /i/ the date requested for the disbursement, which must necessarily fall on a Banking next succeeding Business Day during if such 15th day is not a Business Day, in which a disbursement has been requested. Express TIFIA Lender approval or denial shall be substantially in the First Availability Period or during form annexed hereto as Appendix Three to Exhibit D. In no event shall disbursements be made more than once each month, nor shall at the Second Availability Period, or during time of any disbursement the Third Availability Periodsum of all prior disbursements of TIFIA Loan proceeds and the disbursement then to be made exceed the cumulative disbursements through the end of the then-current year set forth in the Anticipated TIFIA Loan Disbursement Schedule attached hereto as Exhibit B, as the case same may be, and according be amended from time to time. The Concessionaire may amend the Anticipated TIFIA Loan Disbursement Schedule by submitting to the Disbursement schedule contained in ATTACHMENT “N” hereofTIFIA Lender, hereinafter no later than thirty days prior to the “Disbursement Date”; /ii /the amount requested to be disbursedproposed effective date thereof, a revised Schedule, together with a detailed explanation of the reasons for such revisions. Such revised Schedule shall become effective upon the TIFIA Lender’s approval thereof, which must consist, at most, approval shall not be unreasonably withheld. As a condition to each drawing of the amount necessary to pay, normally or in advanceTIFIA Loan, the capital of Concessionaire shall provide the Possible Acquisition Loans Xxxxxxx Xxxxxx Xxxxxx Notary Public Xxxxxx Xxxx 0153 - Phone: 0000000 xxxxxxxx@xxxxxxx-xxxxxx.xx Providencia informed in the respective Disbursement Request, which will be paid charged against the respective Disbursement plus the amount corresponding to Stamp Tax, breakdown costs and prepayment commissions in the terms currently agreed in the respective financing that are paid or under market conditions if applicable, and other expenses associated TIFIA Lender with the Disbursement; /iii/ with express instructions to retain and pay the amount from the requested Disbursement the corresponding Stamp Tax in force on the Disbursement Date, which is levied on the Loan; /b/ That Itaú Nassau has received on the Disbursement Date an original copy of the Promissory Note documenting the Disbursement, duly signed by one or more authorized attorneys-in-fact of the Debtor, and with the endorsement of the Guarantors / except CorpBanking until confirming the deterrent condition to which the Joint Surety granted by it is subject/, according evidence satisfactory to the content stated in the Item /Three. Eight/ below; /c/ That the Representations TIFIA Lender that prior thereto or simultaneously therewith a disbursement of Senior Loan proceeds, Equity Contributions and Guarantees made by the Debtor in Clause Nine hereof continue to be correct and true in their substantial aspects, which must be expressly declared by means of a written communication sent VDOT contributions has occurred to the Creditor extent required by authorized attorneys-in-fact of the Debtor on the Disbursement Date; /d/ That the Debtor is in compliance with all the performance and non-performance obligations set forth in Clause Ten and Clause Eleven Schedule II hereof, and that none of the Events of Default set forth in Clause Twelve hereof, or any Default has occurred; /e/ That the Debtor has obtained, and they remain in force, the authorizations and corporate approvals necessary for the subscription of the Loan Documents, to the satisfaction of Itaú Nassau; /f/ That all fees, commissions and expenses of the Creditor in relation to this Agreement, as well as the respective Stamp Tax and other applicable taxes, accrued prior to Disbursement, are paid on time by the Debtor; /g/ That the Debtor has instructed the Creditor, through the Agent Bank, to pay on the Disbursement Date, the Stamp Tax that will be levied on the Disbursement, the commissions, and the fees and expenses that have accrued until the Disbursement Date or accrued on said date, including notarial expenses; /h/ Xxxxxxx Xxxxxx Xxxxxx Notary Public Xxxxxx Xxxx 0153 - Phone: 0000000 xxxxxxxx@xxxxxxx-xxxxxx.xx Providencia That the First Availability Period, or the Second Availability Period, or the Third Availability Period, as the case same may bebe amended from time to time with the approval of the TIFIA Lender. Notwithstanding the foregoing provisions of this Section, have not ended; /i/ That the Joint and Several Collateral and Committed Pledges TIFIA Lender confirms that must be constituted according the Concessionaire may deliver the first requisition to the terms TIFIA Lender on a date not less than 15 calendar days prior to the Effective Date and the TIFIA Lender confirms it shall, subject to satisfaction of the conditions set forth in letter /r/ of Clause Ten hereof have been executedSection 13, fully perfected and are fully in force; /j/ The absence of litigation, any pending lawsuit, investigations or processes that may have or produce a Material Adverse Effect; /k/ That disburse the Debtor, funds requested on the date on which the Disbursement is to be made, is not in default or simple delay in the fulfillment of its obligations towards the Creditor, irrespective of their nature, cause or origin; /l/ That on the date on which the Disbursement must be made, a minimum guarantee coverage ratio of one point two times is maintained, which shall be understood as the ratio between: /one/ the value of the shares delivered as Loan Guarantee/ according to the Stock Pledge Agreements whose Guarantees are fully perfected and fully in force/, without duplication, according to the valuation formula contained in ATTACHMENT “L” hereof and which is registered under the same repertoire number of the public deed herein, forming an integral part hereof for all legal purposes, and /two/ the capital balance owed on the Loan; /m/ That the Debtor has instructed the Agent Bank, and to its full satisfaction, to pay charging to the disbursed funds, the Possible Acquisition Loans that will be paid with the respective Disbursement, granting it the mandates and signing the instruments that the Agent Bank requests for this purpose and, in the event that the payment of the respective Possible Acquisition Loans that have been reported in the Disbursement Request are not made on the same Disbursement Effective Date, that the Debtor invest such funds in one or more deposits to term in the Agent Bank, and endorses them in favor of the Guarantee Agent for the benefit of the Creditor, in guarantee of the Obligations, instructing the Guarantee Agent so that, on the date on which the payment of the Possible Acquisition Loans must be made, it proceeds with the respective settlement of this deposit and makes said payment with the proceeds of such settlement / capital and Xxxxxxx Xxxxxx Xxxxxx Notary Public Xxxxxx Xxxx 0153 - Phone: 0000000 xxxxxxxx@xxxxxxx-xxxxxx.xx Providencia.