Common use of Disbursement Conditions Clause in Contracts

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been previously 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 progress payments for the Project construction work performed under any Construction Contract, 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 shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures), along with all documentation and other information required thereby, submitted by the Borrower to the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 (Disbursement Conditions) and Section 12(b) (Conditions Precedent to All Disbursements); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌ (b) The Borrower shall deliver copies of each Requisition to the TIFIA Lender, the Servicer, if applicable, and the FTA Regional Office on or before the first (1st) Business Day of each month for which a disbursement is requested. Subject to Section 4(f) (Disbursement Conditions), if the TIFIA Lender does not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender shall be provided substantially in the form attached as Appendix Two to Exhibit D (Requisition Procedures). In no event shall disbursements be made more than once each month. (c) The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) 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 reasons for such revisions.‌ (d) As a condition to each disbursement of the TIFIA Loan, the Borrower shall have provided to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) shall not exceed 33% of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congress.

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been previously 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 progress payments for the Project construction work performed under any Construction Contract, 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 shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures), along with all documentation and other information required thereby, submitted by the Borrower to the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 (Disbursement Conditions) and Section 12(b) (Conditions Precedent to All Disbursements); provided, however, provided that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌ (b) The Borrower shall deliver copies of each Requisition to the TIFIA Lender, the Servicer, if applicable, and the FTA Regional Office on or before the first (1st) Business Day of each month for which a disbursement is requested. Subject to Section 4(f4(e) (Disbursement Conditions), if the TIFIA Lender does not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender shall be provided substantially in the form attached as Appendix Two to Exhibit D (Requisition Procedures). In no event shall disbursements be made more than once each month. (c) The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) 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 reasons for such revisions.‌ (d) As a condition to each disbursement of the TIFIA Loan, the Borrower shall have provided to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) shall not exceed 33% of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌Procedures). (fe) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including the USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congress.Congress.‌

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely to pay directly for, or to reimburse the Borrower for, the prior payment of, Eligible Project Costs incurred in respect connection with the Project and may be used to pay or redeem Project BANs to the extent the proceeds thereof have been previously applied to the payment of Eligible Project Costs, which costs have been previously paid or Costs incurred by or on behalf of the Borrower from time to time in connection with the Project. If the Borrower intends to utilize the The TIFIA Loan proceeds to make progress payments for the Project construction work performed under any Construction Contract, 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 be disbursed in a single disbursement of the TIFIA Loan and shall be made pursuant to a single requisition and certification (a the “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures)D, along with all documentation and other information required thereby, submitted by the Borrower to to, and approved by, the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 (Disbursement Conditions) and the conditions set forth in Section 12(b13(b) (Conditions Precedent to All Disbursements); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌Date. (b) The Borrower shall deliver copies of each the Requisition to the TIFIA Lender, the Servicer, if applicable, and the FTA Regional Office and the Servicer (if any) on or before the first (1st) Business Day of each the month for which a the disbursement is requested. Subject to Section 4(f) (Disbursement Conditions), if If the TIFIA Lender does shall expressly approve the Requisition or shall not expressly deny a the Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a the disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender approval or denial shall be provided substantially in the form attached annexed hereto as Appendix Two Three to Exhibit D (Requisition Procedures). D. In no event shall disbursements be made more than once each month. 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. (c) The Borrower may amend anticipates that it will draw down all of the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount proceeds of the TIFIA Loan reflected therein) in a single disbursement to reimburse the Borrower for Eligible Project Costs paid by submitting a revised version thereof or on behalf of the Borrower prior to such disbursement of TIFIA Loan proceeds, including for the purpose of paying or redeeming the Project BANs. The Borrower shall deliver concurrently to the TIFIA Lender no later than thirty Lender, the FTA Regional Office, and the Servicer (30if any) days prior invoices and records evidencing Eligible Project Costs (the “Eligible Project Costs Documentation”), irrespective of whether such costs were paid with the proceeds of the Project BANs; provided that the Borrower must deliver all Eligible Project Costs Documentation associated with any Eligible Project Costs included in a Requisition delivered to the proposed effective date of such amendmentTIFIA Lender, together the FTA Regional Office, and the Servicer (if any) by the applicable following date: (i) with a detailed explanation respect to Eligible Project Costs incurred by or on behalf of the reasons for Borrower prior to, and up to three (3) months after, the Effective Date, by the last Business Day of the fourth (4th) month immediately following the Effective Date and (ii) with respect to Eligible Project Costs incurred by or on behalf of the Borrower after the three-month period referred to in clause (i) above, by the last Business Day of each month immediately following such revisions.‌fourth (4th) month referred to in clause (i) above. (d) As a condition Each time the Borrower delivers Eligible Project Costs Documentation to each disbursement of the TIFIA LoanLender, the FTA Regional Office, and the Servicer (if any), the Borrower shall have provided also deliver to such entities a certificate, duly executed by the Borrower’s Authorized Representative, certifying as to the TIFIA Lender evidence satisfactory to following: (i) the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement amount of other non-federal funds has occurred Eligible Project Costs financed from the proceeds of Project BANs for the period of time for which such Eligible Project Costs Documentation is being provided; (ii) that as such proceeds of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized Project BANs were expended solely in accordance connection with the terms hereof) shall not exceed 33% payment or reimbursement of the total amount of reasonably anticipated Eligible Project Costs; (iii) the amount of Eligible Project Costs paid by or on behalf of the Borrower from sources other than Project BANs and identifying such sources; and (iv) that there does not currently exist any Event of Default or an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default (a “prospective Event of Default”) or, if there does currently exist an Event of Default or prospective Event of Default, the certificate shall specify all the actions that the Borrower is taking to remedy such Event of Default or prospective Event of Default. (e) If The Eligible Project Costs Documentation submitted pursuant to Section 4(c) and the Borrower intends certificate delivered pursuant to utilize Section 4(d) must be satisfactory to the TIFIA Loan Lender. The Eligible Project Costs Documentation must provide sufficient detail to enable the TIFIA Lender to verify that such costs are Eligible Project Costs paid by or on behalf of the Borrower. The Eligible Project Costs Documentation and the certificate must provide sufficient detail to enable the TIFIA Lender to verify that proceeds of the Project BANs were expended for Eligible Project Costs for the Project and to repay audit such other Eligible Project Costs paid by or refinance any interim construction financingon behalf of the Borrower. The certificate and the Eligible Project Costs Documentation are intended to document Eligible Project Costs in connection with the reimbursement of such Eligible Project Costs or for the purpose of paying or redeeming, in whole or part, only those Project BANs in respect of which the proceeds were used to pay such documented Eligible Project Costs. The TIFIA Lender shall review each such certificate for compliance with TIFIA disbursement requirements. Within fourteen (14) Business Days following the receipt of the Eligible Project Costs Documentation and the accompanying certificate, the Borrower agrees that it TIFIA Lender shall deliver a copy notice to the Borrower confirming the Eligible Project Costs set forth in the certificate that have been approved, or notifying the Borrower as to which Eligible Project Costs have not been approved, and confirming the cumulative amount of Eligible Project Costs approved as of the notice date. Such approved amounts of Eligible Project Costs will be disbursed at such time as the Borrower submits the Requisition in respect of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be approved amounts in accordance with clauses (a) and (b) above. The Borrower shall not submit a Requisition that seeks reimbursement of any Eligible Project Costs for which the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything related Eligible Project Costs Documentation was not delivered to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of and the TIFIA Loan Servicer (if any) at least one (1) month prior to the Borrower if date the TIFIA Lender’s ability to make such disbursement Requisition is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congresssubmitted.

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been previously 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 progress payments for the Project construction work performed under any Construction Contract, 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 shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures)C, along with all documentation and other information required thereby, submitted by the Borrower to to, and approved by, the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) C and subject to the requirements of this Section 4 (Disbursement Conditions) and the conditions set forth in Section 12(b) (Conditions Precedent to All Disbursements10(b); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌Date. (b) The Borrower shall deliver copies of each Requisition to the TIFIA Lender, the Servicer, if applicable, and the FTA Regional Office on or before not less than thirty (30) days prior to the anticipated date of each disbursement; provided, however, that the first (1st1 st ) Business Day Requisition shall be submitted not less than sixty (60) days prior to the anticipated date of each month for which a the first disbursement is requestedof funds. Subject to Section 4(f) (Disbursement Conditions4(e), if the TIFIA Lender does shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th15 th ) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th15 th ) day is not a Business Day. Express TIFIA NYDOCS02/1164724.10 8 Lynnwood Link Extension and O&M Facility East Loan Agreement Lender approval or denial of a Requisition by the TIFIA Lender shall be provided substantially in the form attached annexed hereto as Appendix Two Three to Exhibit D (Requisition Procedures). C. In no event shall disbursements be made more than once each month. (c) The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) 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 reasons for such revisions.‌revisions. Such revised Anticipated TIFIA Loan Disbursement Schedule shall become effective upon the TIFIA Lender’s receipt thereof. (d) As a condition to each disbursement of the TIFIA Loan, the Borrower shall have provided provide to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) shall not exceed 33% of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congress.C.

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been previously 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 progress payments for the Project construction work performed under any Construction Contract, 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 shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures)C, along with all documentation and other information required thereby, submitted by the Borrower to to, and approved by, the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) C and subject to the requirements of this Section 4 (Disbursement Conditions) and the conditions set forth in Section 12(b) (Conditions Precedent to All Disbursements10(b); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌Date of the Project. (b) The Borrower shall deliver copies of each Requisition to the TIFIA Lender, the Servicer, if applicable, and the FTA Regional Office on or before not less than thirty (30) days prior to the anticipated date of each disbursement; provided, however, that the first (1st) Business Day Requisition shall be submitted not less than sixty (60) days prior to the anticipated date of each month for which a the first disbursement is requestedof funds. Subject to Section 4(f) (Disbursement Conditions4(e), if the TIFIA Lender does shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender approval or denial shall be provided substantially in the form attached annexed hereto as Appendix Two Three to Exhibit D (Requisition Procedures). C. In no event shall disbursements be made more than once each month. (c) The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) 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 reasons for such revisions.‌revisions. Such revised Anticipated TIFIA Loan Disbursement Schedule shall become effective upon the TIFIA Lender’s receipt thereof. (d) As a condition to each disbursement of the TIFIA Loan, the Borrower shall have provided provide to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) shall not exceed 33% of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congress.C.

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely in respect of to pay directly for, or to reimburse the Concessionaire for its prior payment of, Eligible Project Costs, which costs have been previously paid or Costs 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 progress payments for the Project construction work performed under any Construction Contract, 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 Such disbursements shall be made pursuant to a requisition and certification (a “Requisition”) requisitions in the form set forth in Appendix One to Exhibit D (Requisition Procedures), along with all documentation and other information required thereby, submitted by the Borrower to Concessionaire to, and approved by, the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of conditions set forth therein and the additional conditions set forth below in this Section 4 (Disbursement Conditions) and Section 12(b) (Conditions Precedent to All Disbursements); provided, however, that no 4. No disbursements of TIFIA Loan proceeds shall be made on or later than one year after the date that is one (1) year after the Substantial Completion Date.‌ (boccurs nor prior to the time the conditions specified in Section 13(2) The Borrower shall deliver hereof are satisfied. Subject to the last paragraph of this Section, copies of each Requisition requisition shall be delivered to the TIFIA Lender, the FHWA TIFIA Joint Program Office (HCFT-1), the Servicer, if applicablethe FHWA Virginia Division Office, the Borrower/Issuer and the FTA Regional Office Trustee on or before the first (1st) day of each month, or the next succeeding Business Day of each month for if such first day is not a Business Day, in which a disbursement is requested. Subject to Section 4(f) (Disbursement Conditions), if If the TIFIA Lender does shall expressly approve such requisition or shall not expressly deny a Requisitionsuch requisition, disbursements of funds shall be made on the fifteenth (15th) 15th day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) 15th day is not a Business Day, in which a disbursement has been requested. Express denial of a Requisition by the TIFIA Lender approval or denial shall be provided substantially in the form attached annexed hereto as Appendix Two Three to Exhibit D (Requisition Procedures). D. In no event shall disbursements be made more than once each month. (c) , nor shall at the time of any disbursement the sum 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 same may be amended from time to time. The Borrower Concessionaire may amend the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) by submitting a revised version thereof to the TIFIA Lender Lender, no later than thirty (30) days prior to the proposed effective date of such amendmentthereof, a revised Schedule, together with a detailed explanation of the reasons for such revisions.‌ (d) revisions. Such revised Schedule shall become effective upon the TIFIA Lender’s approval thereof, which approval shall not be unreasonably withheld. As a condition to each disbursement drawing of the TIFIA Loan, the Borrower Concessionaire shall have provided to provide the TIFIA Lender with evidence satisfactory to the TIFIA Lender that, that prior thereto or simultaneously therewith, therewith a disbursement of other non-federal funds Senior Loan proceeds, Equity Contributions and VDOT contributions has occurred such that to the extent required by Schedule II hereof, as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements same may be amended from time to time with the approval of the TIFIA Loan (including Lender. Notwithstanding the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) shall not exceed 33% of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements foregoing provisions of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions)Section, Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation confirms that the Concessionaire may deliver the first requisition to make any disbursement of proceeds the 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 TIFIA Loan to conditions in Section 13, disburse the Borrower if funds requested on the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by CongressEffective Date.

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been previously 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 progress payments for the Project construction work performed under any Construction Contract, 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 shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures), along with all documentation and other information required thereby, submitted by the Borrower to the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 (Disbursement Conditions) and Section 12(b) (Conditions Precedent to All Disbursements); provided, however, that no disbursements of TIFIA TIFIA‌ Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌Date. (b) The Borrower shall deliver copies of each Requisition to the TIFIA Lender, the Servicer, if applicable, and the FTA Regional Office on or before the first (1st) Business Day of each month for which a disbursement is requested. Subject to Section 4(f) (Disbursement Conditions), if the TIFIA Lender does not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender shall be provided substantially in the form attached as Appendix Two to Exhibit D (Requisition Procedures). In no event shall disbursements be made more than once each month. (c) The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) 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 reasons for such revisions.‌ (d) As a condition to each disbursement of the TIFIA Loan, the Borrower shall have provided to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) shall not exceed 33% of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congress.

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been previously 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 progress payments for the Project construction work performed under any the Construction ContractAgreements, 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 shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures)C, along with all documentation and other information required thereby, submitted by the Borrower to to, and approved by, the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) C and subject to the requirements of this Section 4 (Disbursement Conditions) and the conditions set forth in Section 12(b) (Conditions Precedent to All Disbursements10(b); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌Date of the Project. (b) The Borrower shall deliver copies of each Requisition to the TIFIA Lender, the Servicer, if applicable, and the FTA Regional Office on or before the first (1st) Business Day of each month for which a disbursement is requested; provided, however, that the first (1st) Requisition shall be submitted not less than sixty (60) days prior to the anticipated date of the first disbursement of funds. Subject to Section 4(f) (Disbursement Conditions4(e), if the TIFIA Lender does shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender approval or denial shall be provided substantially in the form attached annexed hereto as Appendix Two Three to Exhibit D (Requisition Procedures). C. 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 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 the terms hereof, including Section 10(b). (c) The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) 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 reasons for such revisions.‌revisions. Such revised Anticipated TIFIA Loan Disbursement Schedule shall become effective upon the TIFIA Lender’s approval thereof, which approval shall be granted in the ▇▇▇▇▇ ▇▇▇▇▇▇’s sole discretion. (d) As a condition to each disbursement of the TIFIA Loan, the Borrower shall have provided provide to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) shall not exceed 33% of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congress.C.

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely in respect of to pay directly for, or to reimburse the Borrower for its prior payment of, Eligible Project Costs, which costs have been previously paid or Costs 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 progress payments for the Project construction work performed under any Construction Contract, 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 shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures), along with all documentation and other information required thereby, submitted by the Borrower to to, and approved by, the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of conditions set forth therein and the additional conditions set forth below in this Section 4 (Disbursement Conditions) and Section 12(b) (Conditions Precedent to All Disbursements); provided, however, that no disbursements 4. Disbursements of TIFIA Loan proceeds shall be made on or after no later than the date that is earlier of (i) one (1) year after the Substantial Completion Date.‌Date and (ii) September 30, 2016. (b) The Borrower shall deliver Subject to the last paragraph of this Section 4, copies of each Requisition shall be delivered to the TIFIA Lender, the ServicerFHWA TIFIA Joint Program Office, if applicable, any Servicer and the FTA Regional FHWA Colorado Division Office on or before the first (1st) Business Day 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. Subject to Section 4(f) (Disbursement Conditions), if If the TIFIA Lender does shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) 15th day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) 15th day is not a Business Day. Express denial of a Requisition by the TIFIA Lender approval or denial shall be provided substantially in the form attached hereto as Appendix Two Three to Exhibit D (Requisition Procedures). 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 then-current year set forth in the Anticipated TIFIA Loan Disbursement Schedule, as the same may be amended from time-to-time. (c) The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) by submitting a revised version thereof revisions to the TIFIA Lender no later than thirty (30) fifteen days prior to the proposed effective date of such amendmentthereof, a revised Schedule, together with a detailed explanation of the reasons for such revisions.‌revisions. Such revised Schedule shall become effective upon the TIFIA Lender’s approval thereof, which approval shall not be unreasonably withheld. (d) As a condition to each the initial disbursement of the TIFIA Loan, the Borrower shall have provided to provide the TIFIA Lender with evidence satisfactory to the TIFIA Lender thatthat prior thereto, prior thereto or simultaneously therewith, a disbursement of other non(i) the Design-federal funds Build Contract has occurred such that as of any such TIFIA Loan disbursementbeen executed, is effective and, based on the aggregate amount of all disbursements of Design-Build Contract price, funding is sufficient to complete the TIFIA Loan Project; (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereofii) shall not exceed 33% of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement has been made an “additional insured” party for each policy of proceeds of insurance as described in Section 15(h); (iii) the TIFIA Loan to Loans Debt Service Reserve Account is fully funded at the TIFIA Loans Debt Service Reserve Account Requirement or that the Borrower if has provided the TIFIA Lender with an irrevocable letter of credit, or another irrevocable financial commitment, in form and substance acceptable to the TIFIA Lender, to fully fund any reserve shortfall by the Substantial Completion Date; and (iv) the State’s ability approved transportation improvement program and approved statewide transportation improvement program pursuant to make such disbursement is impaired as a result of a partial or total shutdown of 23 U.S.C. §§134 and 135 has been amended to reflect all funding sources for the operations of any federal department or agency (Project, including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congressthe TIFIA Loan.

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been Costs previously 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 progress payments for the Project construction work performed under any Construction Contract, 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 shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures), along with all documentation and other information required thereby, submitted by the Borrower to to, and approved by, the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to (i) with respect to the requirements of this initial disbursement, the conditions set forth in Section 4 13(a), and (Disbursement Conditionsii) and with respect to each subsequent disbursement, the conditions set forth in Section 12(b) (Conditions Precedent to All Disbursements13(b); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌ (b) Date. The Borrower shall deliver copies of each Requisition to the TIFIA Lender, the ServicerFHWA TIFIA Joint Program Office (HITJ), if applicable, the Servicer and the FTA Regional Office [appropriate USDOT field office] on or before the first (1st) Business Day 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. Subject to Section 4(f) (Disbursement Conditions), if If the TIFIA Lender does shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender approval or denial shall be provided substantially in the form attached annexed hereto as Appendix Two Three to Exhibit D (Requisition Procedures). D. In no event shall disbursements be made more than once each month. (c) . 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 then-current year set forth in the 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 (but may not increase the cumulative amount of the TIFIA Loan reflected therein) by submitting a revised version thereof to the TIFIA Lender no later than thirty (30) days prior to the proposed effective date of such amendmentthereof, together with a detailed explanation of the reasons for such revisions.‌ (d) revisions. Such revised Anticipated TIFIA Loan Disbursement Schedule shall become effective upon the TIFIA Lender’s approval thereof, which approval shall be granted in the TIFIA Lender’s sole discretion. As a condition to each disbursement of the TIFIA Loan, the Borrower shall have provided provide to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds Senior Obligation proceeds [and Equity Contributions] has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereofsuch disbursement) shall not exceed 33% [___] percent ([__]%) of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congress.

Disbursement Conditions. ‌ (a) The proceeds of the disbursement of the TIFIA Loan shall be available solely to pay Eligible Project Costs and may be used to pay or redeem the Series 2013 Bond Anticipation Obligations to the extent of Eligible Project Costs incurred by the Borrower Related Parties from time to time in connection with the Project. TIFIA Loan proceeds shall be disbursed in a single disbursement solely in respect of to pay directly for, or to reimburse the Borrower for its prior payment of, Eligible Project Costs, which costs have been previously paid or Costs 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 progress payments for the Project construction work performed under any Construction Contract, 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 The disbursement of the TIFIA Loan shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures)D, along with all documentation and other information required thereby, submitted by the Borrower to to, and approved by, the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to (i) the requirements of conditions set forth therein and the additional conditions set forth below in this Section 4 4, (Disbursement Conditionsii) the conditions set forth in Section 13(a) having been satisfied as of the Effective Date, and (iii) the conditions set forth in Section 12(b13(b) (Conditions Precedent to All Disbursements)having been satisfied as of the disbursement date; provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌Date. (b) The Borrower shall deliver copies of each the Requisition to the TIFIA Lender, the ServicerFHWA TIFIA Joint Program Office (HITJ), the Servicer (if applicable, any) and the FTA Regional FHWA Division Office on or before the first (1st) Business Day day of each the month for which a the disbursement is requested, or the next succeeding Business Day if such first day is not a Business Day. Subject to Section 4(f) (Disbursement Conditions), if If the TIFIA Lender does shall expressly approve the Requisition or shall not expressly deny a the Requisition, disbursements disbursement of funds shall be made on the fifteenth (15th) day of the month for which a the disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender approval or denial shall be provided substantially in the form attached annexed hereto as Appendix Two Three to Exhibit D (Requisition Procedures). In no event shall disbursements be made more than once each month.D. (c) The Borrower may amend anticipates that it will draw down all of the Anticipated proceeds of the TIFIA Loan Disbursement Schedule to reimburse Eligible Project Costs, including for the purpose of paying or redeeming Series 2013 Bond Anticipation Obligations to the extent of Eligible Project Costs incurred by the Borrower Related Parties from time to time in connection with the Project. The Borrower shall deliver to the Lender on or before the tenth (but may 10th) day of the month through and including the month in which the disbursement of the TIFIA Loan is made, or if any such date is not increase a Business Day, on the next succeeding Business Day, a statement which shall include the following: (i) the amount of Eligible Project Costs incurred during the preceding month; (ii) supporting documentation to verify such Eligible Project Costs; (iii) a certificate from the Borrower’s Authorized Representative that: (A) the Eligible Project Costs described in the report and the related supporting documentation are true, correct and accurate; and (B) there does not currently exist a Default or, if there does currently exist a Default, the Certificate shall specify all the actions that the Borrower is taking to remedy such Default. This statement is intended to document Eligible Project Costs in connection with the reimbursement of Eligible Project Costs for the purpose of paying or redeeming, in whole or part, the Series 2013 Bond Anticipation Obligations. (d) The Lender shall review each such statement for compliance with TIFIA disbursement requirements. Within 14 days of receipt of each such statement, the Lender shall deliver a notice to the Borrower, confirming the Eligible Project Costs approved in the applicable statement and the cumulative amount of the TIFIA Loan reflected therein) 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 Eligible Project Costs approved as of the reasons for such revisions.‌notice date. The approved amounts of Eligible Project Costs will be disbursed following the Borrower’s submittal of a Requisition and upon satisfaction of the conditions precedent to disbursement. (de) As a condition to each the disbursement of the TIFIA Loan, the Borrower shall have provided provide to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the Outstanding TIFIA Loan Balance (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereofsuch disbursement) shall not exceed thirty-three percent (33% %) of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congress.

Disbursement Conditions. ‌ (a) TIFIA Loan Pursuant to the ISA, the Corporation has appointed the City as its agent to request funds from time to time under this Agreement and the City has accepted such appointment and assumed all rights, liabilities, duties and responsibilities of the Corporation under this Agreement regarding the requisition of funds from time to time under this Agreement. Subject to Section 4(d) below, proceeds shall be disbursed under this Agreement solely in respect of Eligible Project Costs, which costs have been previously Costs paid or incurred and approved for payment by or on behalf of the Borrower City in connection with the ProjectProject and in consideration for the assignment by the Corporation of its interests in the ISA pursuant to the Assignment Agreement. If the Borrower City intends to utilize the TIFIA Loan disbursed proceeds to make progress payments for the Project construction work performed under any Construction Contractthe Principal Project Contracts, the Borrower City shall demonstrate to the satisfaction of the TIFIA Lender WIFIA Credit Provider that such progress payments are commensurate with the value of the work that has been completed. Each disbursement of the TIFIA Loan available amounts under this Agreement shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One (Form of Requisition) to Exhibit D (Requisition Procedures), along with all documentation and other information required thereby, submitted by the Borrower to City to, and approved by, the TIFIA LenderWIFIA Credit Provider, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 (Disbursement Conditions) and the conditions set forth in Section 12(b11(b) (Conditions Precedent – Conditions Precedent to All Disbursements); provided, however, that no disbursements of TIFIA Loan proceeds under this Agreement shall be made on or prior to the End of the Validation Period nor after the date that is one (1) year after the Substantial Completion Date.‌Final Disbursement Date. (b) The Borrower City shall deliver copies of each Requisition (which shall include all costs of the Project for which the City seeks funding, whether through this Agreement or through the Wastewater System Project Credit Agreement) to the TIFIA Lender, the Servicer, if applicable, and the FTA Regional Office WIFIA Credit Provider on or before the first (1st) Business Day of each month for which a disbursement is requested. Subject to Section 4(f) (Disbursement Conditions), if If the TIFIA Lender does WIFIA Credit Provider shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express WIFIA Credit Provider approval or denial of a Requisition by the TIFIA Lender shall be provided substantially in the form attached annexed hereto as Appendix Two ([Approval/Disapproval] of the WIFIA Credit Provider) to Exhibit D (Requisition Procedures). In no event shall disbursements be made more than once each month. (c) At the time of any disbursement, the sum of all prior disbursements of proceeds under this Agreement and the disbursement then to be made shall not exceed the cumulative disbursements through the end of the then-current Federal Fiscal Year set forth in the Anticipated Disbursement Schedule, as the same may be amended from time to time in accordance with the terms of this Agreement. Subject to this Section 4, any scheduled disbursement (as reflected in the Anticipated Disbursement Schedule) that remains undrawn at the end of any Federal Fiscal Year shall automatically roll forward to be available in the succeeding Federal Fiscal Year, having the effect of automatically updating the Anticipated Disbursement Schedule without need for the WIFIA Credit Provider’s approval. The Borrower City may also amend the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) by submitting a revised version thereof to the TIFIA Lender WIFIA Credit Provider no later than thirty (30) days prior to the proposed effective date of such amendment, together with a detailed explanation of the reasons for such revisions.‌revisions. Such revised Anticipated Disbursement Schedule shall become effective upon the WIFIA Credit Provider’s approval thereof, which approval shall be granted in the WIFIA Credit Provider’s sole discretion. (d) As a condition With respect to each disbursement of Requisition (i) the TIFIA Loan, the Borrower shall have provided Eligible Project Costs relating to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized Project in accordance with the terms hereof) shall not exceed 33% of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and its entirety shall be in accordance with allocated pro rata between the procedures of Exhibit D Wastewater System Project and the Water System Project based on the following percentages: 40.82% for the Wastewater System Project and 59.18% for the Water System Project; and (Requisition Procedures).‌ (fii) Notwithstanding anything to the contrary set forth in proceeds available under this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall be disbursed hereunder only if there is a concurrent disbursement under the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by CongressWastewater System Project Credit Agreement.

Disbursement Conditions. ‌ (a) TIFIA Loan Pursuant to the ISA, the Corporation has appointed the City as its agent to request funds from time to time under this Agreement and the City has accepted such appointment and assumed all rights, liabilities, duties and responsibilities of the Corporation under this Agreement regarding the requisition of funds from time to time under this Agreement. Subject to Section 4(d) below, proceeds shall be disbursed under this Agreement solely in respect of Eligible Project Costs, which costs have been previously Costs paid or incurred and approved for payment by or on behalf of the Borrower City in connection with the ProjectProject and in consideration for the assignment by the Corporation of its interests in the ISA pursuant to the Assignment Agreement. If the Borrower City intends to utilize the TIFIA Loan disbursed proceeds to make progress payments for the Project construction work performed under any Construction Contractthe Principal Project Contracts, the Borrower City shall demonstrate to the satisfaction of the TIFIA Lender WIFIA Credit Provider that such progress payments are commensurate with the value of the work that has been completed. Each disbursement of the TIFIA Loan available amounts under this Agreement shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One (Form of Requisition) to Exhibit D (Requisition Procedures), along with all documentation and other information required thereby, submitted by the Borrower to City to, and approved by, the TIFIA LenderWIFIA Credit Provider, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 (Disbursement Conditions) and the conditions set forth in Section 12(b11(b) (Conditions Precedent – Conditions Precedent to All Disbursements); provided, however, that no disbursements of TIFIA Loan proceeds under this Agreement shall be made on or prior to the End of the Validation Period nor after the date that is one (1) year after the Substantial Completion Date.‌Final Disbursement Date. (b) The Borrower City shall deliver copies of each Requisition (which shall include all costs of the Project for which the City seeks funding, whether through this Agreement or through the Water System Project Credit Agreement) to the TIFIA Lender, the Servicer, if applicable, and the FTA Regional Office WIFIA Credit Provider on or before the first (1st) Business Day of each month for which a disbursement is requested. Subject to Section 4(f) (Disbursement Conditions), if If the TIFIA Lender does WIFIA Credit Provider shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express WIFIA Credit Provider approval or denial of a Requisition by the TIFIA Lender shall be provided substantially in the form attached annexed hereto as Appendix Two ([Approval/Disapproval] of the WIFIA Credit Provider) to Exhibit D (Requisition Procedures). In no event shall disbursements be made more than once each month. (c) At the time of any disbursement, the sum of all prior disbursements of proceeds under this Agreement and the disbursement then to be made shall not exceed the cumulative disbursements through the end of the then-current Federal Fiscal Year set forth in the Anticipated Disbursement Schedule, as the same may be amended from time to time in accordance with the terms of this Agreement. Subject to this Section 4, any scheduled disbursement (as reflected in the Anticipated Disbursement Schedule) that remains undrawn at the end of any Federal Fiscal Year shall automatically roll forward to be available in the succeeding Federal Fiscal Year, having the effect of automatically updating the Anticipated Disbursement Schedule without need for the WIFIA Credit Provider’s approval. The Borrower City may also amend the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) by submitting a revised version thereof to the TIFIA Lender WIFIA Credit Provider no later than thirty (30) days prior to the proposed effective date of such amendment, together with a detailed explanation of the reasons for such revisions.‌revisions. Such revised Anticipated Disbursement Schedule shall become effective upon the WIFIA Credit Provider’s approval thereof, which approval shall be granted in the WIFIA Credit Provider’s sole discretion. (d) As a condition With respect to each disbursement of Requisition (i) the TIFIA Loan, the Borrower shall have provided Eligible Project Costs relating to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized Project in accordance with the terms hereof) shall not exceed 33% of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and its entirety shall be in accordance with allocated pro rata between the procedures of Exhibit D Wastewater System Project and the Water System Project based on the following percentages: 40.82% for the Wastewater System Project and 59.18% for the Water System Project; and (Requisition Procedures).‌ (fii) Notwithstanding anything to the contrary set forth in proceeds available under this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall be disbursed hereunder only if there is a concurrent disbursement under the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by CongressWater System Project Credit Agreement.

Disbursement Conditions. ‌ The Debtor, by sending the Creditor the relevant Disbursement Applications (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been previously 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 progress payments for the Project construction work performed under any Construction Contract, the Borrower shall demonstrate to the satisfaction of the TIFIA Lender that as such progress payments are commensurate with the value of the work that has been completed. Each disbursement of the TIFIA Loan shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures), along with all documentation and other information required thereby, submitted by the Borrower to the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Proceduresterm is defined below) and subject to the requirements terms hereinafter set forth, shall determine the amount of the Committed Amount to be finally disbursed. The Creditor’s obligation to make disbursements is subject to the fulfillment, on each Disbursement Date (as such date is hereinafter defined) of all of the following conditions precedent, and the Creditor may waive any of them by stating its intention to do so in writing, to wit:: (A) That the Creditor shall have received, within the period of time beginning on the execution date of this Section 4 Agreement and ending within fifteen Banking Business Days (Disbursement Conditionsas such term is defined below) from the execution date of this Agreement (hereinafter referred to as the “Availability Period”) and Section 12(bat least two Banking Business Days in advance to the Closing Date (as such term is defined below) a disbursement application signed by the Debtor’s authorized attorneys-in-fact in the form annexed hereto as Exhibit 1, and is part of this Agreement for all effects (Conditions Precedent hereinafter referred to All Disbursements); providedas the “Disbursement Application”) that shall state the disbursement date, howeverwhich must fall on a Banking Business Day within the Availability Period, that (hereinafter referred to as the “Disbursement Date”) and the amount requested to be disbursed by the Creditor. To the effects of this Agreement, a “Banking Business Day” shall refer to any day of the year other than a Saturday, Sunday or a day in which the banks must or are authorized to remain closed in Santiago, Chile, in Madrid, Spain, or in New York, USA. The amounts disbursed under the Credit Facility on the same date shall be deemed a Credit Facility “Draw-down”. There shall be no disbursements of TIFIA Loan proceeds more than two Draw-downs. Disbursements shall be made on in any case by depositing them in an account opened by the Debtor with the Creditor, with Banco Santander Chile or after any other entity to be specified by the date that Debtor which is one (1) year after the Substantial Completion Date.‌ (b) The Borrower shall deliver copies of each Requisition to be reasonably acceptable to the TIFIA LenderCreditor. Notwithstanding the provisions stated above, the ServicerDebtor shall not be required to file a Disbursement Application under the terms set forth above, if applicable, and should the FTA Regional Office on draw-downs or before the first (1st) Business Day of each month for which a disbursement is requested. Subject to Section 4(f) (Disbursement Conditions), if the TIFIA Lender does not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender shall be provided substantially in the form attached as Appendix Two to Exhibit D (Requisition Procedures). In no event shall disbursements be made more than once each month. (c) The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount out of the TIFIA Loan reflected therein) 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 reasons for such revisions.‌ (d) As a condition to each disbursement of the TIFIA Loan, the Borrower shall have provided to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) shall not exceed 33% of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congress.Committed Amount:

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been previously 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 progress payments for the Project construction work performed under any the Construction ContractAgreements, 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 shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures)D, along with all documentation and other information required thereby, submitted by the Borrower to to, and approved by, the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 (Disbursement Conditions) and the conditions set forth in Section 12(b13(b) (Conditions Precedent to All Disbursements); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌ (b) Date. The Borrower shall deliver copies of each Requisition to the TIFIA Lender, the ServicerFHWA TIFIA Joint Program Office (HITJ), the Servicer (if applicable, any) and the FTA Regional Office [appropriate USDOT modal agency field office] on or before the first (1st) Business Day of each month for which a disbursement is requested. Subject to Section 4(f) (Disbursement Conditions), if If the TIFIA Lender does shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender approval or denial shall be provided substantially in the form attached annexed hereto as Appendix Two Three to Exhibit D (Requisition Procedures). 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 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 (cas reflected in the Anticipated TIFIA Loan Disbursement Schedule) that remain undrawn at the end of any year shall be available for disbursement in subsequent years, subject to Section 4(a)(ii) (Disbursement Conditions) above. [The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) 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 reasons for such revisions.‌ (d) As a condition to each disbursement of the TIFIA Loan, the Borrower shall have provided to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as of any such revisions. Such revised Anticipated TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) Disbursement Schedule shall not exceed 33% of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if become effective upon the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of approval thereof, which approval shall be granted in the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by CongressTIFIA Lender’s sole discretion.

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been previously Costs paid or incurred by or on behalf of the Borrower in connection with the Project, and proceeds from the initial disbursement of the TIFIA Loan shall be used to pay or redeem the TAMC Loan in full. If the Borrower intends to utilize the TIFIA Loan proceeds to make progress payments for the Project construction work performed under any Construction Contractthe Construction-Related Contracts, 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 shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures)D, along with all documentation and other information required thereby, submitted by the Borrower to to, and approved by, the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 (Disbursement Conditions) and the conditions set forth in Section 12(b) (Conditions Precedent to All Disbursements); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌Date. (b) The Borrower shall deliver copies of each Requisition to the TIFIA Lender, the Servicer, Servicer (if applicable, any) and the FTA Regional Office on or before the first (1st) Business Day of each month for which a disbursement is requested. Subject to Section 4(f) (Disbursement Conditions), if If the TIFIA Lender does shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender approval or denial shall be provided substantially in the form attached annexed hereto as Appendix Two to Exhibit D (Requisition Procedures). D. In no event shall disbursements be made more than once each month. (c) If the Borrower anticipates using a portion of the proceeds of the TIFIA Loan to repay the outstanding principal amount of, and interest on, the TAMC Loan, the Borrower shall deliver by no later than the date that is thirty (30) days prior to the date it submits its initial Requisition hereunder, and concurrently to the ▇▇▇▇▇ ▇▇▇▇▇▇, the FTA Regional Office, and the Servicer (if any), invoices and records evidencing Eligible Project Costs (the “Eligible Project Costs Documentation”) in amounts at least equal to such outstanding principal amount of, plus interest due and payable on, the TAMC Loan, irrespective of whether such costs were actually paid with the proceeds of the TAMC Loan. (d) When the Borrower delivers Eligible Project Costs Documentation to the TIFIA Lender, the FTA Regional Office, and the Servicer (if any), the Borrower shall also deliver to such entities a certificate, duly executed by the Borrower’s Authorized Representative, certifying as to the following: (i) the amount of Eligible Project Costs financed from the proceeds of the TAMC Loan for the period of time for which such Eligible Project Costs Documentation is being provided; (ii) that such proceeds of the TAMC Loan were expended solely in connection with the payment or reimbursement of Eligible Project Costs; (iii) the amount of Eligible Project Costs paid by or on behalf of the Borrower from sources other than the TAMC Loan and identifying such sources; and (iv) that there does not currently exist any Event of Default or Default or, if there does currently exist an Event of Default or Default, the certificate shall specify all the actions that the Borrower is taking to remedy such Event of Default or Default. (e) The Eligible Project Costs Documentation submitted pursuant to Section 4(c) and the certificate delivered pursuant to Section 4(d) must be satisfactory to the TIFIA Lender. The Eligible Project Costs Documentation must provide sufficient detail to enable the TIFIA Lender to verify that such costs are Eligible Project Costs paid by or on behalf of the Borrower. The Eligible Project Costs Documentation and the certificate must provide sufficient detail to enable the TIFIA Lender to verify that proceeds of the TAMC Loan were expended for Eligible Project Costs for the Project and to audit such other Eligible Project Costs paid by or on behalf of the Borrower. (f) The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) 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 reasons for such revisions.‌ (d) As a condition to each disbursement of the TIFIA Loan, the Borrower shall have provided to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) shall not exceed 33% of the total amount of reasonably anticipated Eligible Project Costsrevisions. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (fg) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions)4, Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)D), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender▇▇▇▇▇▇’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including the USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congress.

Disbursement Conditions. ‌ (a) TIFIA Pursuant to the WIFIA IPA, the Borrower has appointed the City as its agent to request funds from time to time under this Agreement and the City has accepted such appointment and assumed all rights, liabilities, duties and responsibilities of the Borrower under this Agreement regarding the requisition of funds from time to time under this Agreement. WIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been previously paid or incurred by or on behalf of the Borrower in connection with the Project. If the Borrower intends to utilize the TIFIA WIFIA Loan proceeds to make progress payments for the Project construction work performed under any the Construction ContractContracts, the City, as agent of the Borrower pursuant to the WIFIA IPA, shall demonstrate to the satisfaction of the TIFIA WIFIA Lender that such progress payments are commensurate with the value cost of the work that has been completed. Each disbursement of the TIFIA WIFIA Loan shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One (Form of Requisition) to Exhibit D (Requisition Procedures), along with all documentation and other information required thereby, submitted by the City, as agent of the Borrower pursuant to the TIFIA WIFIA IPA, to, and approved by, the WIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 (Disbursement Conditions) and the conditions set forth in Section 12(b11(b) (Conditions Precedent – Conditions Precedent to All Disbursements); provided, however, provided that no disbursements of TIFIA WIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌Final Disbursement Date. (b) Each Requisition shall include a certification by the City, as agent of the Borrower pursuant to the WIFIA IPA, certifying as to the following: (i) whether reimbursement or payment is being requested with respect to (A) Eligible Project Costs that have been submitted by it pursuant to Section 4(e) and approved by the WIFIA Lender pursuant to Section 4(f) or (B) other Eligible Project Costs incurred by the City, as agent of the Borrower pursuant to the WIFIA IPA; (ii) the amount for which reimbursement or payment is being requested has not been reimbursed or paid by any previous disbursement of WIFIA Loan proceeds; and (iii) to the extent any Eligible Project Costs described in clause (i)(B) above are included in the Requisition, that such Eligible Project Costs have not and will not be submitted by the City for approval pursuant to Section 4(e) and Section 4(f). (c) The Borrower City shall deliver copies of each Requisition to the TIFIA Lender, the Servicer, if applicable, WIFIA Lender and the FTA Regional Office Servicer (if any) on or before the first (1st) Business Day of each month for which a disbursement is requested. Subject to Section 4(f) (Disbursement Conditions), if If the TIFIA WIFIA Lender does shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express WIFIA Lender approval or denial of a Requisition by the TIFIA Lender shall be provided substantially in the form attached annexed hereto as Appendix Two Three ([Approval/Disapproval] of the WIFIA Lender) to Exhibit D (Requisition Procedures). In no event shall disbursements be made more than once each month. (cd) At the time of any disbursement, the sum of all prior disbursements of WIFIA Loan proceeds and the disbursement then to be made shall not exceed the cumulative disbursements through the end of the then-current Federal Fiscal Year set forth in the Anticipated WIFIA Loan Disbursement Schedule, as the same may be amended from time to time in accordance with the terms of this Agreement. Subject to this Section 4, any scheduled disbursement (as reflected in the Anticipated WIFIA Loan Disbursement Schedule) that remains undrawn at the end of any Federal Fiscal Year shall automatically roll forward to be available in the succeeding Federal Fiscal Year up to the last anticipated date of disbursement set forth in the Anticipated WIFIA Loan Disbursement Schedule, having the effect of automatically updating the Anticipated WIFIA Loan Disbursement Schedule without need for the WIFIA Lender’s approval. The Borrower City may also amend the Anticipated TIFIA WIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) by submitting a revised version thereof to the TIFIA WIFIA Lender no later than thirty (30) days prior to the proposed effective date of such amendment, together with a detailed explanation of the reasons for such revisions.‌ (d) As a condition to each disbursement of revisions. Such revised Anticipated WIFIA Loan Disbursement Schedule shall become effective upon the TIFIA LoanWIFIA Lender’s approval thereof, which approval shall be granted in the Borrower shall have provided to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) shall not exceed 33% of the total amount of reasonably anticipated Eligible Project CostsWIFIA Lender’s sole discretion. (e) If On a quarterly basis, the City, as agent of the Borrower intends pursuant to utilize the TIFIA Loan proceeds WIFIA IPA, shall submit to repay or refinance the WIFIA Lender invoices and records, satisfactory to the WIFIA Lender in form and substance, with respect to any interim construction financingcosts incurred by the City, as agent of the Borrower agrees that it shall deliver a copy of such Requisition reasonably pursuant to the WIFIA IPA, in advance respect of the requested date of disbursementProject evidencing that such costs are Eligible Project Costs (the “Project EPC Documentation”), or, if the City elects in any quarter not to submit the documentation described above, a written statement indicating such election; provided however, that no such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and submission shall be in accordance with required (x) before the procedures of Exhibit D date that is sixty (Requisition Procedures).‌60) days after the Effective Date or (y) for any costs incurred prior to the Effective Date. (f) Notwithstanding anything The Project EPC Documentation and the related statement submitted pursuant to Section 4(e) shall contain sufficient detail to enable the WIFIA Lender to verify that any costs submitted by the City for reimbursement are Eligible Project Costs. Within thirty (30) days following the receipt of the Project EPC Documentation and the accompanying statement, the WIFIA Lender shall deliver a notice to the contrary Borrower and the City confirming (i) which Eligible Project Costs incurred by the City, as agent of the Borrower pursuant to the WIFIA IPA, set forth in this Agreement the statement have been approved or denied (including this Section 4 and, if denied, the reasons therefor) and (Disbursement Conditions)ii) the cumulative amount of Eligible Project Costs that have been approved with respect to the City, Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds as agent of the TIFIA Loan Borrower pursuant to the Borrower WIFIA IPA. Any approved amounts of Eligible Project Costs shall be disbursed at such time as the City submits a Requisition in respect of such approved amounts in accordance with Section 4(a) and Section 4(b). The City shall not submit a Requisition that seeks reimbursement of Eligible Project Costs for which the related Project EPC Documentation was not delivered to the WIFIA Lender and the Servicer (if any) at least one (1) month prior to the TIFIA Lender’s ability to make date such disbursement Requisition is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congresssubmitted.

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been Costs previously paid or incurred by or on behalf of the Borrower in connection with Phase 2 and may be used to pay or redeem Interim Construction Financing to the Projectextent the proceeds thereof have been applied to the payment of Eligible Project Costs for Phase 2 incurred by or on behalf of the Borrower from time to time. If the Borrower intends to utilize the TIFIA Loan proceeds to make progress payments for the Project construction work performed under any the Construction ContractAgreements, 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 shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures)D, along with all documentation and other information required thereby, submitted by the Borrower to the TIFIA Lender and the FTA Regional Office and reviewed by the FTA Regional Office and approved by the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 and (Disbursement Conditionsi) with respect to the initial disbursement, the conditions set forth in Section 13(a) and Section 12(b13(b), and (ii) (Conditions Precedent with respect to All Disbursementseach subsequent disbursement, the conditions set forth in Section 13(b); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌Date. (b) The Borrower shall deliver copies of each Requisition to the TIFIA Lender, the ServicerTIFIA Joint Program Office (HITJ), the Servicer (if applicable, any) and the FTA Regional Office on or before the first (1st) Business Day 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. Subject to Section 4(f) (Disbursement Conditions), if If the TIFIA Lender does shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender approval or denial shall be provided substantially in the form attached annexed hereto as Appendix Two Three to Exhibit D (Requisition Procedures). 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 then-current year set forth in the Anticipated TIFIA Loan Disbursement Schedule, as the same may be amended from time to time. (c) The Borrower shall deliver concurrently to the TIFIA Lender, the Servicer (if any) and the FTA Regional Office invoices and records evidencing Eligible Project Costs (the “Eligible Project Costs Documentation”), irrespective of whether such costs were paid with the proceeds of Interim Construction Financing; provided, that the Borrower must deliver all Eligible Project Costs Documentation associated with any Eligible Project Costs included in a Requisition delivered to the TIFIA Lender, the Servicer (if any) and FTA Regional Office at least one (1) month prior to the Borrower’s submission of such Requisition. All Eligible Project Costs Documentation submitted pursuant to this Section 4(c) must be satisfactory to the FTA Regional Office and the TIFIA Lender and must provide sufficient detail to enable the FTA Regional Office and the TIFIA Lender to verify that such costs are Eligible Project Costs paid by or on behalf of the Borrower. The Borrower shall use commercially reasonable efforts to submit in connection with each Requisition Eligible Project Costs Documentation for Eligible Project Costs that consist of third party costs payable under Principal Project Contracts or other Project related contracts. Except in connection with Eligible Project Costs incurred prior to the date hereof, the Borrower shall use its best efforts to submit such Eligible Project Costs Documentation within three (3) months after the end of the month in which such Eligible Project Cost was incurred. (d) Each time the Borrower delivers Eligible Project Costs Documentation to the TIFIA Lender, the Servicer (if any) and the FTA Regional Office, the Borrower shall also deliver to such entities a certificate, duly executed by the Borrower’s Authorized Representative, certifying as to the following: (i) the amount of Eligible Project Costs financed from the proceeds of Interim Construction Financing; (ii) that such proceeds of any Interim Construction Financing were expended solely in connection with the payment or reimbursement of Eligible Project Costs for Phase 2; (iii) the amount of Eligible Project Costs paid by or on behalf of the Borrower; and (iv) that there does not currently exist any Event of Default or an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default (a “prospective Event of Default”) or, if there does currently exist an Event of Default or prospective Event of Default, the certificate shall specify all the actions that the Borrower is taking to remedy such Event of Default or prospective Event of Default. (e) The Eligible Project Costs Documentation submitted pursuant to Section 4(c) and the certificate delivered pursuant to Section 4(d) must be satisfactory to the FTA Regional Office and the TIFIA Lender. The Eligible Project Costs Documentation must provide sufficient detail to enable the TIFIA Lender and the FTA Regional Office to verify that such costs are Eligible Project Costs paid by or on behalf of the Borrower. The certificate must provide sufficient detail to enable the TIFIA Lender and the FTA Regional Office to verify that proceeds of any Interim Construction Financing were expended for Eligible Project Costs for Phase 2. The certificate and the Eligible Project Costs Documentation are intended to document Eligible Project Costs in connection with the reimbursement of such Eligible Project Costs or for the purpose of paying or redeeming, in whole or part, Interim Construction Financing in respect of which the proceeds were used to pay such documented Eligible Project Costs. The TIFIA Lender shall review each such certificate for compliance with TIFIA disbursement requirements. The Borrower shall not submit a Requisition that seeks reimbursement of any Eligible Project Costs for which the related Eligible Project Costs Documentation was not delivered to the TIFIA Lender, the Servicer (if any) and the FTA Regional Office at least one (1) month prior to the date such Requisition is submitted. (f) The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) by submitting a revised version thereof to the TIFIA Lender and the FTA Regional Office no later than thirty (30) days prior to the proposed effective date of such amendmentthereof, together with a detailed explanation of the reasons for such revisions.‌revisions. Such revised Anticipated TIFIA Loan Disbursement Schedule shall become effective upon the TIFIA Lender’s approval thereof, which approval shall be granted in the TIFIA Lender’s sole discretion. (dg) As a condition to each disbursement of the TIFIA Loan, the Borrower shall have provided provide to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other Senior Obligation proceeds or contributions from the Borrower and each Funding Partner (using non-federal funds funds) has occurred such that as of any such TIFIA Loan disbursement, the aggregate cumulative amount of all disbursements of the TIFIA Loan disbursements (including the requested disbursement but excluding any interest capitalized in accordance such disbursement), when combined with the terms hereof) cumulative amount of TIFIA Loan disbursements made to Fairfax County and Loudoun County, shall not exceed thirty-three percent (33% %) of the total amount of the reasonably anticipated Eligible Project Costs and the total federal assistance provided to the Project shall not exceed eighty percent (80%) of Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congress.

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been previously Costs paid or incurred by or on behalf of the Borrower in connection with the Project. The Borrower acknowledges and agrees that any costs incurred in connection with the Project prior to receipt of all necessary authorizations from the USDOT in respect of such costs (which may include approvals of prior-incurred costs) are incurred solely at the Borrower’s risk and expense, will not constitute Eligible Project Costs, and no TIFIA Loan proceeds will be disbursed in respect thereof, unless and until such authorizations have been received. If the Borrower intends to utilize the TIFIA Loan proceeds to make progress payments for the Project construction work performed under any the Construction ContractAgreements, 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 shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures)D, along with all documentation and other information required thereby, submitted by the Borrower to to, and approved by, the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 (Disbursement Conditions) and the conditions set forth in Section 12(b) (Conditions Precedent to All Disbursements); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌Date. (b) The Borrower shall deliver copies of each Requisition to the TIFIA Lender, the Servicer, Servicer (if applicable, any) and the FTA Regional FHWA Division Office on or before the first fifteenth (1st15th) Business Day day of each the month preceding the month for which a disbursement is requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Subject to Section 4(f) (Disbursement Conditions), if If the TIFIA Lender ▇▇▇▇▇ ▇▇▇▇▇▇ does not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth first (15th1st) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth first (15th1st) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender shall be provided substantially in the form attached as Appendix Two to Exhibit D (Requisition Procedures). In no event shall disbursements be made more than once each month. (c) The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) 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 reasons for such revisions.‌revisions. (d) As a condition to each disbursement of the TIFIA Loan, the Borrower shall have provided to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) shall not exceed 33% of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions)4, Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including the USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congress.

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely in respect The obligation of Eligible Project Costs, which costs have been previously 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 Itaú Nassau to make progress payments for the Project construction work performed under any Construction Contract, 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 shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures), along with all documentation and other information required thereby, submitted by the Borrower to the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and Credit Facility Disbursement is subject to the requirements fulfillment of this Section 4 (Disbursement Conditions) and Section 12(b) (Conditions Precedent to All Disbursements); providedthe following conditions precedents, however, that no disbursements all of TIFIA Loan proceeds which shall be made met not only on or after the date of filing the Disbursement Application but also on the Disbursement Date, unless otherwise provided for in the respective condition: a/ That Itaú Nassau, through the Agent Bank, shall have received at least five Banking Business days prior to the date that is on which the Debtor wishes to make a Disbursement, a disbursement application signed by one (1) year after or more attorneys-in-fact authorized by the Substantial Completion Date.‌ (b) The Borrower Debtor, hereinafter referred to as the “Disbursement Application”, which shall deliver copies of each Requisition indicate: /i/ the date requested for the disbursement, which must fall on a Banking Business Day during the First Availability Period or during the Second Availability Period, or during the Third Availability Period, as applicable, and according to the TIFIA LenderDisbursement schedule listed in EXHIBIT “N” hereto, hereinafter referred to as the “Disbursement Date”; /ii/ the amount requested to be disbursed which shall consist, at the most, in the amount required to pay, when due or in advance, the Servicerprincipal or the Acquirable Loans reported in the respective Disbursement Application to be paid under the respective Disbursement plus any Stamp Taxes, break costs and prepayment fees under the terms currently agreed upon in the respective funding to be paid or on market conditions, if applicable, and other expenses associated to the FTA Regional Office Disbursement; /iii/ with express instructions to withhold and pay out of the amount of the requested Disbursement, the Stamp Tax in force on the Disbursement Date levied on the Credit Facility; /b/ that Itaú Nassau shall have received as of the Disbursement Date, an original copy of the Promissory Note evidencing the Disbursement, duly subscribed by one or more authorized attorneys-in-fact of the Debtor, and duly secured by the Guarantors /except for CorpBanking, until the condition precedent to which the Joint and Several Guarantee granted by it has been met,/ in accordance with the provisions set forth in Paragraph /Three.Eight/ below; /c/ that the Representations and Warranties made by the Debtor in Section 9 hereof shall continue to be true and accurate in any material respect, which shall be expressly declared by a written notice sent to the Creditor by the duly authorized attorneys-in-fact of the Debtor on the Disbursement Date; /d/ that the Debtor shall have fulfilled all the affirmative and negative covenants established in Section 10 and Section 11 hereof, and that none of the Events of Default set forth in Section 12 hereof, or any Default shall not have occurred or remain uncured; /e/ that the Debtor shall have obtained and maintains in full force and effect, all corporate authorizations and approvals required to execute the Credit Documents to the satisfaction of Itaú Nassau ; /f/ That all fees, commissions, charges and expenses of the Creditor under this Agreement, as well as the applicable Stamp Tax and any other relevant taxes that may be applicable, accrued before the first (1st) Business Day Disbursement shall have been paid to date by Debtor; /g/ that the Debtor shall have instructed the Creditor, through the Agent Bank, to pay on the Disbursement Date, the Stamp Tax to be levied on the Disbursement, the commissions, fees and expenses accrued until the Disbursement Date or to be accrued on such date, including any notarial fees and expenses; /h/ that the First Availability Period or the Second Availability Period, or the Third Availability Period, as appropriate, shall have not ended; /i/ that the Joint and Several Surety Bonds and the Committed Pledges which are to be issued or executed under the terms and conditions set forth in paragraph /r/ of each month Section 10 of this Agreement, shall have been executed and fully implemented and still be in full force and effect, /j/ the absence of any pending litigation, lawsuits, investigations or proceedings that may have or cause a Material Adverse Effect; / /k/ That the Debtor, on the Disbursement date shall have not incurred in any default or mere delay in the fulfillment of its obligations to the Creditor, irrespective of their nature, cause or origin; /l/ that as of the Disbursement date, there shall be a minimum hedge ratio of 1.2 times, which is defined as the ratio between: /one/ the value of the shares delivered as security for the Credit under the Share Pledge Agreements, the Collateral of which are entirely executed and in full force and effect/, without duplication, according to the valuation formula shown in EXHIBIT “L” of this Agreement and which is notarized under the same repertoire number as this public deed, as is made a disbursement is requested. Subject part of this Agreement for all legal purposes, and /two/ the outstanding principal balance under the Credit Facility; /m/ that the Debtor shall have instructed the Agent Bank, to Section 4(f) (its entire satisfaction, to pay out of the disbursed funds, the Acquirable Loans to be paid out of the respective Disbursement, and shall grant the relevant powers of attorney and subscribe the instruments that the Agent Bank may require to such effect and, in the event the payment of the respective Acquirable Loans that have been reported in the Disbursement Conditions), if the TIFIA Lender does Application not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day same Disbursement Date, that the Debtor invests such funds in one or more term deposits with the Agent Bank, and endorses them in favor of the month Collateral Agent for which a disbursement has been requestedthe benefit of the Creditor, or as security for the Obligations, with instructions to the Collateral Agent to proceed to settle, on the next succeeding Business Day if date on which the payment of the respective Acquirable Loans is to be made, such fifteenth (15th) day is not a Business Day. Express denial deposit and make such payment out of a Requisition the proceeds arising from such settlement /principal and interest/; /n/ that Corpbanca Shares at present held by any one of the companies controlled by the TIFIA Lender Controlling Shareholder and not pledged as collateral to the Creditor o to other creditors shall remain in escrow as set forth in paragraph /v/ of Section 10 of this Agreement. Three.Four/ Additional Conditions to the first Disbursement during the First Availability Period. In addition to the conditions precedent set forth in paragraph /Three.Three/ above, the first Disbursement to be made during the First Availability Period shall be subject to the fulfillment of the following conditions precedent, all of which shall be met not only on the date of filing the Disbursement Application but also on the Disbursement Date, unless otherwise provided substantially for in the form attached respective condition: /a/ that the “Transaction Agreement” executed in English by and among the Debtor Corpbanca, Banco Corpbanca Colombia S.A., Itaú Unibanco Holding, S.A., Banco Itaú Chile and Itaú BBA Colombia, S.A. Corporación Financiera, which gives rise to the Permitted Reorganization shall have been subscribed. /b/ That CorpBanking and Saga, acting jointly, be the direct owners of all Corpbanca Shares at present directly or indirectly held by the Controlling Shareholder and which represent 51.40539% of the Corpbanca Shares issued. /c/ That the first Disbursement be made no later than March 31, 2014. /d/ That Saga shall have been transformed into a Sociedad por Acciones (joint-stock company)./e/ that the Joint and Several Surety Bonds and the Committed Pledges which are required by paragraph /one/r/ of Section Ten of this Agreement, shall have been entirely executed as Appendix Two of the Disbursement Date and be in full force and effect, according to Exhibit D (Requisition Procedures)their own terms. /f/ That Corpbanca Shares currently owned by any of the companies controlled by the Controlling Shareholder and which as of the date hereof are not pledged in favor of other creditors shall have been delivered and/or deposited in escrow according to the provisions se forth in paragraph /v/ of Section Ten of this Agreement. /g/ That the Creditor, through the Agent Bank, shall have received a favorable legal opinion of the legal advisors of the Creditor regarding the effectiveness and legality of the Debtor and Guarantors and the powers granted to its agents to subscribe the Credit Documents, to the entire satisfaction of the Creditors. /Three.Five/ Additional Conditions to the Disbursement during the Second Availability Period. In no event shall disbursements addition to the conditions precedent set forth in paragraph /Three.Three/ above, the first Disbursement to be made more than once each month. during the Second Availability Period shall be subject to the fulfillment of the following conditions precedent, all of which shall be met not only on the date of filing the Disbursement Application but also on the Disbursement Date, unless otherwise provided for in the respective condition: /a/ That at least one Disbursement during the First Availability Period shall have been made. /b/ That the authorization of the Superintendencia de Bancos e Instituciones Financieras (cChilean Superintendency of Banks and Financial Institutions) The Borrower shall have been obtained to carry out the Permitted Reorganization as well as any other authorizations that may amend be relevant to accomplish the Anticipated TIFIA Loan Disbursement Schedule (but may not increase merger in Chile contemplated in the cumulative Permitted Reorganization, all of which in compliance with the provisions set forth in the Transaction Agreement. /c/ That the Debtor shall have repaid the principal amount of the TIFIA Loan reflected therein) by submitting a revised version thereof loan in full force and effect as of this date to the TIFIA Lender Creditor amounting to US$250,000,000 or that this loan shall be paid out of the proceeds of the Disbursement to be made during this Second Availability Period. /d/ That, no later than thirty (30) days prior on the Disbursement date, the Debtor creates the Committed Pledges, to the proposed effective date of such amendment, together with a detailed explanation entire satisfaction of the reasons for such revisions.‌ (d) As a condition to each disbursement of the TIFIA LoanCreditor, the Borrower shall have provided to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) shall not exceed 33on 139,969,954,146 Corpbanca Shares representing 80% of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance Corpbanca Shares at present owned by any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance one of the requested date of disbursement; provided howevercompanies controlled by the Controlling Shareholder, or the number that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall may be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary appropriate as set forth in paragraph /8/ /r/ of Section Ten of this Agreement (including this Section 4 (Agreement. /Three.Six/ Additional Conditions to the Disbursement Conditions)during the Third Availability Period. In addition to the conditions precedent set forth in paragraph /Three.Three/ above, Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event the first Disbursement to be made during the Third Availability Period shall be subject to the TIFIA Lender have any obligation to make any disbursement of proceeds fulfillment of the TIFIA Loan following conditions precedent, all of which shall be met not only on the date of filing the Disbursement Application but also on the Disbursement Date, unless otherwise provided for in the respective condition: /a/ That the Debtor and Creditor shall have agreed on the applicable margin to establish the interest rate applicable to the Borrower if Disbursement made during the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown Third Availability Period. /b/ That at least one Disbursement during the First Availability Period shall have been made./c/ That no Disbursement shall have been made during the Second Availability Period. /d/ That the authorization of the operations Superintendencia de Bancos e Instituciones Financieras (Chilean Superintendency of Banks and Financial Institutions) shall have not been obtained to carry out the Permitted Reorganization nor any federal department or agency other authorizations that may be relevant to accomplish the merger in Chile contemplated in the Permitted Reorganization, all of which in compliance with the provisions set forth in the Transaction Agreement. /e/ That once the authorization of the Superintendencia de Bancos e Instituciones Financieras (including USDOT Chilean Superintendency of Banks and Financial Institutions) to carry out the Permitted Reorganization or any other authorizations that may be relevant to accomplish the merger in Chile contemplated in the Permitted Reorganization has been obtained, all of its agencies), or any contractor of any such department or agency, due to a lapse which in appropriations by Congress.compliance with the provisions set

Disbursement Conditions. ‌Prior to the advance of any party of the Loans hereunder, Borrower shall, upon request, be required to submit to Bank the following each in form and content approved by Bank (unless Bank has waived any such consent in writing): (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been previously 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 progress payments for the Project construction work performed under any Construction ContractThis Agreement, the Borrower shall demonstrate to Notes, the satisfaction Deed 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 shall Trust (which must be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Proceduresduly recorded), along with any financing statements required by Bank (which must be duly filed) and all documentation other Security Documents and other information required thereby, submitted appropriate resolutions to borrow executed by the Borrower to the TIFIA LenderBorrower, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 (Disbursement Conditions) and Section 12(b) (Conditions Precedent to All Disbursements); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌duly executed by Borrower. (b) The Borrower shall deliver copies of each Requisition A preliminary title report, issued by a title insurance company acceptable to bank ("Title Company") relating to the TIFIA Lender, the Servicer, if applicable, Property and the FTA Regional Office on or before the first (1st) Business Day of each month for which a disbursement is requested. Subject showing all exceptions to Section 4(f) (Disbursement Conditions), if the TIFIA Lender does not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender shall be provided substantially in the form attached as Appendix Two to Exhibit D (Requisition Procedures). In no event shall disbursements be made more than once each monthtitle. (c) The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule An ALTA Lender's extended coverage policy of title insurance (but may not increase the cumulative amount "Title Policy") issued by Title Company at Borrower's expense upon recordation of the TIFIA Loan reflected therein) Deed of Trust (or assurance satisfactory to Bank from the Title Company that the Title Policy will be issued), which Title Policy shall be in liability amount and form satisfactory to Bank. This Title Policy must show the Deed of Trust as first lien on the Property, subject only to exceptions approved in writing by submitting a revised version thereof to the TIFIA Lender no later than thirty (30) days prior to the proposed effective date of such amendmentBank, together with a detailed explanation of the reasons for such revisions.‌and shall have attached any endorsements reasonably required by Bank. (d) As a condition to each disbursement of the TIFIA Loan, the Borrower shall have provided to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount An assignment of all disbursements of tenant leases, equipment leases and management contracts for the TIFIA Loan Property, if any. (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) Borrower acknowledges that all tenant leases are subject to Bank's prior written approval as to form, substance and tenant, which consent shall not exceed 33% of the total amount of reasonably anticipated Eligible Project Costsbe unreasonably withheld or delayed.) (e) If Evidence satisfactory to Bank that all required approvals pertaining to the Borrower intends to utilize Property, including all necessary permits, licenses, or consents of governmental authorities having' jurisdiction over the TIFIA Loan proceeds to repay or refinance any interim construction financingProperty have been obtained and remain in force and effect, and that the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌Property is suitably zoned for its intended use. (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds A current ALTA/ACSM survey of the TIFIA Loan to Property by a registered engineer or land surveyor correctly showing any improvements and the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor relationship of any such department improvements to the property line of the Property and correctly showing any other items required by Bank or agencythe Title Company. (g) Payment by Borrower of a "loan fee" in the amount equal to one half of one percent (0.50%) of the face value of the Notes, due which fee is payable concurrently with the execution of this Agreement. All such fees shall be deemed fully earned when paid and shall be non-refundable. (h) A Phase 1 environmental assessment of the Property, an environmental use questionnaire relating to the Property, other data, materials and information relating to the environmental condition and status of the Property, and such further environmental assessments, soils reports, investigations, reviews and studies as may be reasonably necessary to verify that the Property is free from Hazardous Materials (defined below) contamination. (i) Certified copies of Borrower's articles of organization and operating agreement, and evidence of its organization and existence in the State of Delaware and authorization to do business in the State of Nevada (to the extent required by Nevada law). · (j) An appraisal of the Property, satisfactory to Bank in the sole and absolute exercise of its discretion, showing the value of the Property to be at least an amount sufficient to maintain an "AS IS" "loan to value ratio" of no more than seventy five percent (75%). Borrower acknowledges and agrees that if at any time such loan to value ratio exceeds 75%, Borrower shall immediately, upon Bank's demand, reduce the principal balance of the Loans so that such loan to value ratio does not exceed 75%. Bank may, at Borrower's expense, require a lapse re-appraisal of the Property from time to time, but not more than once each twelve-month period of time, with such appraisals to be in appropriations a form acceptable to Bank and completed by Congressan appraiser acceptable to Bank. (k) There shall have been recorded in the Official Records of ▇▇▇▇▇ County, Nevada, as applicable, with respect to the Property, all subdivision and parcel maps required by Nevada law with respect to the Property. (1) Bank shall have approved the form and substance of all conditions, covenants and restrictions, recorded or to be recorded in the Official Records of ▇▇▇▇▇ County, Nevada, that govern the Property (and Borrower further agrees that no conditions, covenants and restrictions shall be so recorded without Bank's prior written consent). (m) Unless waived by Bank, a soils report, prepared by an environmental consultant or engineer acceptable to Bank, stating that the condition of the soils in and on the Property is acceptable for the improvements located on the Propetty. (n) Certification from the appropriate governmental agency as to the propensity for flooding on and around the Property, which Bank acknowledges has been provided to Bank. (o) An as-built ALTA/ACSM survey by a registered engineer or land surveyor certified to Bank and the Title Company showing adjoining streets and alleys, the location of improvements located on the Property and the existence of any easements, visible or recorded, upon which survey such engineer or surveyor certifies that the survey correctly shows the relationship of the buildings or other structures to the prope1ty lines indicated thereon, that there are no encroachments of buildings or structures either onto or off of the Property except as shown on the survey, and that the setbacks are in conformity with the local zoning ordinances. (p) Issuance by the Title Company of a title policy and reasonable endorsement(s), at Borrower's expense, with Borrower and Bank to agree to such endorsements as part of escrow instructions to be given by them at such time as the Deed of Trust is recorded in the official records of the ▇▇▇▇▇ County, Nevada, recorder. (q) Unless waived by Bank, a certificate of an architect or other consultant for the Property acceptable to Bank that the improvements located on the Property have been completed in accordance with all applicable laws, ordinances and regulations and that all required utilities, services, streets and other off-site improvements are complete and adequate to service the Prope1ty as completed. (r) An unconditional guaranty (collectively, if more than one, the "Guaranty") of the Loans, in a form and substance acceptable to Bank, from ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, GK Development, Inc., an Illinois corporation, and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as Trustee of the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Revocable Trust (together, the "Guarantor"). (s) Such other documents and/or information as Bank may reasonably require.

Disbursement Conditions. ‌Prior to the advance of any part of the Loan hereunder, Borrower and/or Sahara Las Vegas, as the case may be, shall, upon request, be required to submit to Lender the following each in form and content approved by Lender (unless Lender has waived any such consent in writing): (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been previously paid or incurred This Agreement (executed by or on behalf of the both Borrower in connection with the Project. If the Borrower intends to utilize the TIFIA Loan proceeds to make progress payments for the Project construction work performed under any Construction Contractand Sahara Las Vegas), 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 shall be made pursuant to a requisition and certification Note (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Proceduresexecuted by Borrower), along with the Deed of Trust (executed by Sahara Las Vegas, and which must be duly recorded), any financing statements required by Lender (which must be duly filed) and all documentation other Security Documents and other information required therebyappropriate resolutions to borrow executed by Borrower, submitted Sahara Las Vegas and the non-individual Guarantors, all duly executed by the Borrower to the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 (Disbursement Conditions) and Section 12(b) (Conditions Precedent to All Disbursements); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌respective parties. (b) The Borrower shall deliver copies of each Requisition A preliminary title report, issued by a title insurance company acceptable to Lender (“Title Company”) relating to the TIFIA Lender, the Servicer, if applicable, Property and the FTA Regional Office on or before the first (1st) Business Day of each month for which a disbursement is requested. Subject showing all exceptions to Section 4(f) (Disbursement Conditions), if the TIFIA Lender does not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender shall be provided substantially in the form attached as Appendix Two to Exhibit D (Requisition Procedures). In no event shall disbursements be made more than once each monthtitle. (c) The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule An ALTA Lender’s extended coverage policy of title insurance (but may not increase the cumulative amount “Title Policy”) issued by Title Company at Borrower’s expense upon recordation of the TIFIA Loan reflected therein) Deed of Trust (or assurance satisfactory to Lender from the Title Company that the Title Policy will be issued), which Title Policy shall be in liability amount and form satisfactory to Lender. This Title Policy must show the Deed of Trust as first lien on the Property, subject only to exceptions approved in writing by submitting a revised version thereof to the TIFIA Lender no later than thirty (30) days prior to the proposed effective date of such amendmentLender, together with a detailed explanation of the reasons for such revisions.‌and shall have attached any endorsements required by Lender. (d) As a condition An assignment of all tenant leases, equipment leases and management contracts for the Property, if any. Sahara Las Vegas acknowledges and agrees that all tenant leases are subject to each disbursement the Lender’s prior written approval, as to form, substance and credit worthiness of the TIFIA Loan, prospective tenant. Sahara Las Vegas further acknowledges and agrees that Sahara Las Vegas will not agree to any material amendment to any existing or future tenant lease without the Borrower shall have provided to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement written approval of other non-federal funds has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) shall not exceed 33% of the total amount of reasonably anticipated Eligible Project CostsLender. (e) If Evidence satisfactory to Lender that all required approvals pertaining to the Borrower intends to utilize Property, including all necessary permits, licenses, or consents of governmental authorities having jurisdiction over the TIFIA Loan proceeds to repay or refinance any interim construction financingProperty have been obtained and remain in force and effect, and that the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌Property is suitably zoned for its intended use. (f) Notwithstanding anything Guarantees of the Loan, in such form and content as Lender may require in the sole and absolute exercise of its discretion, executed by Sahara Las Vegas, LICO, a Nevada corporation, P▇▇▇ ▇. ▇▇▇▇▇▇, and S▇▇ ▇▇▇▇▇▇ (collectively, the “Guarantor”). (g) Payment by Borrower of a “loan fee” in the amount of $180,000.00, which fee is payable as a condition precedent to the contrary set forth making of the Loan. All such loan fees shall be deemed fully earned when paid and shall be non-refundable. (h) A Phase 1 environmental assessment of the Property, an environmental use questionnaire relating to the Property, other data, materials and information relating to the environmental condition and status of the Property, and such further environmental assessments, soils reports, investigations, reviews and studies as may be reasonably necessary to verify that the Property is free from Hazardous Materials (defined below) contamination. (i) An appraisal of the Property, satisfactory to Lender in the sole and absolute exercise of its discretion, showing the value of the Property to be at least an amount sufficient to maintain a stabilized “loan to value ratio” of no more than 35%. (j) There shall have been recorded in the Official Records of C▇▇▇▇ County, Nevada, with respect to the Property, all subdivision and parcel maps required by Nevada law with respect to the Property. (k) Lender shall have approved the form and substance of all conditions, covenants and restrictions, recorded or to be recorded in the Official Records of C▇▇▇▇ County, Nevada, that govern the Property (Borrower and Sahara Las Vegas further agree that no conditions, covenants and restrictions shall be so recorded without Lender’s prior written consent). (l) A soils report, prepared by an environmental consultant or engineer acceptable to Lender, stating that the condition of the soils in and on the Property is acceptable for the improvements located on the Property. (m) Certification from the appropriate governmental agency as to the propensity for flooding on and around the Property. (n) Issuance by the Title Company of a title policy and reasonable endorsement(s), at Borrower’s/Sahara Las Vegas’ expense, with the Borrower/Sahara Las Vegas and the Lender to agree to such endorsements as part of escrow instructions to be given by them at such time as the Deed of Trust is recorded in the official records of the C▇▇▇▇ County, Nevada, recorder. (o) A certificate of an architect or other consultant for the Property acceptable to Lender that the improvements located on the Property (if any) have been completed in accordance with all applicable laws, ordinances and regulations and that all required utilities, services, streets and other off-site improvements are complete and adequate to service the Property as completed. (p) Copies of Borrower’s, Sahara Las Vegas’ and each non-individual Guarantor’s articles of incorporation and bylaws, and evidence of their respective good standing to do business in the State of Nevada. (q) Legal opinions, issued by counsel for Borrower, Sahara Las Vegas and each Guarantor, respectively, in such form and content as Lender may require, providing i) that neither the Borrower nor the Guarantors have any personal liability for the obligations of Borrower that are secured by real property located in Massachusetts or Maryland, ii) that the execution of the Deed of Trust and the conveyance made thereby are fully enforceable and do no create a fraudulent transfer on the part of Sahara Las Vegas, iii) that the transaction evidenced by this Agreement and the other Security Documents has been authorized by the respective governing organizational documents for Borrower, Sahara Las Vegas and each non-individual Guarantor, and that the persons signing on behalf of each such entity are duly authorized to do so, and iv) for such other matters as Lender may require. (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedentr) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Such other information and documents as Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congressmay require from Borrower.

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been previously 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 progress payments for the Project construction work performed under any the Construction ContractAgreements, 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 shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures)D, along with all documentation and other information required thereby, submitted by the Borrower to to, and approved by, the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 (Disbursement Conditions) and the conditions set forth in Section 12(b13(b) (Conditions Precedent to All Disbursements); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌Date. (b) The Borrower shall deliver copies of each Requisition to the TIFIA Lender, the Servicer, Servicer (if applicable, any) and the FTA Regional FHWA Division Office on or before the first by no later than fifteen (1st15) Business Day of each month Days prior to the requested date for which a disbursement is requestedthe applicable disbursement. Subject to Section 4(f) (Disbursement Conditions), if If the TIFIA Lender does shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth first (15th1st) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth first (15th1st) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender approval or denial shall be provided substantially in the form attached annexed hereto as Appendix Two Three to Exhibit D (Requisition Procedures). 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 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. (c) The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) 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 reasons for such revisions.‌ (d) As a condition to each disbursement of the TIFIA Loan, the Borrower shall have provided to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as of any such revisions. Such revised Anticipated TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) Disbursement Schedule shall not exceed 33% of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if become effective upon the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of approval thereof, which approval shall be granted in the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by CongressTIFIA Lender’s sole discretion.

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been previously 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 progress payments for the Project construction work performed under any the Construction ContractAgreements, 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 shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures)C, along with all documentation and other information required thereby, submitted by the Borrower to to, and approved by, the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) C and subject to the requirements of this Section 4 (Disbursement Conditions) and the conditions set forth in Section 12(b) (Conditions Precedent to All Disbursements10(b); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌Date of the Project. (b) The Borrower shall deliver copies of each Requisition to the TIFIA Lender, the Servicer, if applicable, and the FTA Regional Office on or before not less than thirty (30) days prior to the anticipated date of each disbursement; provided, however, that the first (1st) Business Day Requisition shall be submitted not less than sixty (60) days prior to the anticipated date of each month for which a the first disbursement is requestedof funds. Subject to Section 4(f) (Disbursement Conditions4(e), if the TIFIA Lender does shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender approval or denial shall be provided substantially in the form attached annexed hereto as Appendix Two Three to Exhibit D (Requisition Procedures). C. 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 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 the terms hereof, including Section 10(b). (c) The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) 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 reasons for such revisions.‌revisions. Such revised Anticipated TIFIA Loan Disbursement Schedule shall become effective upon the TIFIA Lender’s approval thereof, which approval shall be granted in the TIFIA Lender’s sole discretion. (d) As a condition to each disbursement of the TIFIA Loan, the Borrower shall have provided provide to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) shall not exceed 33% of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congress.C.

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been Costs previously 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 progress payments for the Project construction work performed under any Construction Contract, 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 shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures), along with all documentation and other information required thereby, submitted by the Borrower to to, and approved by, the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to (i) with respect to the requirements of this initial disbursement, the conditions set forth in Section 4 13(a), and (Disbursement Conditionsii) and with respect to each subsequent disbursement, the conditions set forth in Section 12(b) (Conditions Precedent to All Disbursements13(b); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌Date. (b) The Borrower shall deliver copies of each Requisition to the TIFIA Lender, the ServicerFHWA TIFIA Joint Program Office (HITJ), if applicable, the Servicer and the FTA Regional Office [appropriate USDOT field office] on or before the first (1st) Business Day 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. Subject to Section 4(f) (Disbursement Conditions), if If the TIFIA Lender does shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender approval or denial shall be provided substantially in the form attached annexed hereto as Appendix Two Three to Exhibit D (Requisition Procedures). 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 then-current year set forth in the Anticipated TIFIA Loan Disbursement Schedule, as the same may be amended from time to time. (c) The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) by submitting a revised version thereof to the TIFIA Lender no later than thirty (30) days prior to the proposed effective date of such amendmentthereof, together with a 30 Consult Notice of Funding Availability for amounts above thirty-three percent (33%). If the TIFIA Loan does not receive an Investment Grade Rating from at least two (2) Nationally Recognized Rating Agencies, the amount of the TIFIA Loan shall not exceed the amount of the Initial Senior Obligations, consistent with § 603(b)(2) of the Act. detailed explanation of the reasons for such revisions.‌ (d) revisions. Such revised Anticipated TIFIA Loan Disbursement Schedule shall become effective upon the TIFIA Lender’s approval thereof, which approval shall be granted in the TIFIA Lender’s sole discretion. As a condition to each disbursement of the TIFIA Loan, the Borrower shall have provided provide to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds Senior Obligation proceeds [and Equity Contributions] has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereofsuch disbursement) shall not exceed 33% [ ] percent ([ ]%) of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congress.

Disbursement Conditions. ‌ (a) TIFIA WIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been previously Costs paid or incurred and approved for payment by or on behalf of the Borrower in connection with the Project. If the Borrower intends to utilize the TIFIA Loan proceeds to make progress payments , including, for the avoidance of doubt, Eligible Project construction work performed under any Construction Contract, the Borrower shall demonstrate to the satisfaction Costs that were initially funded with Interim Financing proceeds. Each Disbursement 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 WIFIA Loan shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures), along with all documentation and other information required thereby, submitted by the Borrower to the TIFIA Lender, all in accordance with the procedures of Exhibit D Schedule IV (Requisition Procedures) and subject to the requirements of this Section 4 (Disbursement Conditions) and the conditions set forth in Section 12(b11(b) (Conditions Precedent to All Disbursements); provided, however, that no disbursements of TIFIA Loan proceeds Disbursements shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌Final Disbursement Date. (b) The Borrower Subject to this Section 4, any scheduled Disbursement (as reflected in the WIFIA Loan Disbursement Schedule) that remains undrawn as of its scheduled date shall deliver copies of each Requisition automatically be available for the next scheduled Disbursement date, up to the TIFIA LenderFinal Disbursement Date, with the Servicer, if applicable, and effect of automatically updating the FTA Regional Office on or before the first (1st) Business Day of each month for which a disbursement is requested. Subject to Section 4(f) (Disbursement Conditions), if the TIFIA Lender does not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender shall be provided substantially in the form attached as Appendix Two to Exhibit D (Requisition Procedures). In no event shall disbursements be made more than once each month. (c) The Borrower may amend the Anticipated TIFIA WIFIA Loan Disbursement Schedule (but and the WIFIA Loan Amortization Schedule) without need for the WIFIA Lender’s approval. The Borrower may not increase also amend the cumulative amount of the TIFIA WIFIA Loan reflected therein) Disbursement Schedule by submitting a revised version thereof to the TIFIA WIFIA Lender no later than thirty (30) days prior to the proposed effective date of such amendment, together with a detailed explanation of the reasons for such revisions.‌ revisions. Such revised WIFIA Loan Disbursement Schedule shall become effective upon the WIFIA Lender’s approval thereof, which approval shall not be unreasonably withheld and which approval shall be deemed granted if the WIFIA Lender has not objected within thirty (d30) As a condition to each disbursement days from receipt of the TIFIA Loanrevised schedule, and which approval shall have the effect of updating the WIFIA Loan Amortization Schedule to reflect the updated WIFIA Loan Disbursement Schedule. Notwithstanding the foregoing, the Borrower date of the first Disbursement shall have provided to not be earlier than the TIFIA Lender evidence satisfactory to initial date of Disbursement set out in the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that WIFIA Loan Amortization Schedule as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) shall not exceed 33% of the total amount of reasonably anticipated Eligible Project CostsEffective Date. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congress.

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been previously 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 progress payments for the Project construction work performed under any the Construction ContractAgreements, 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 shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures)D, along with all documentation and other information required thereby, submitted by the Borrower to to, and approved by, the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 (Disbursement Conditions) and the conditions set forth in Section 12(b13(b) (Conditions Precedent to All Disbursements); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌ (b) Date. The Borrower shall deliver copies of each Requisition to the TIFIA Lender, Lender the Servicer, Servicer (if applicable, any) and the FTA Regional Office [appropriate USDOT modal agency field office] on or before the first (1st) Business Day of each month for which a disbursement is requested. Subject to Section 4(f) (Disbursement Conditions), if If the TIFIA Lender does shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express denial of a Requisition by the TIFIA Lender approval or denial shall be provided substantially in the form attached annexed hereto as Appendix Two Three to Exhibit D (Requisition Procedures). 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 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 (cas 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 Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) 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 reasons for such revisions.‌ (d) revisions. Such revised Anticipated TIFIA Loan Disbursement Schedule shall become effective upon the TIFIA Lender’s approval thereof, which approval shall be granted in the TIFIA Lender’s sole discretion. [As a condition to each disbursement of the TIFIA Loan, the Borrower shall have provided provide to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds [Senior Obligation proceeds][other funding sources] has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest that is capitalized in accordance with the terms hereof) shall not exceed 33% [___] percent ([__]%) of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds Costs.]6869 . The term of the TIFIA Loan shall extend from the Effective Date to the Borrower if Final Maturity Date or to such earlier date as all amounts due or to become due to the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse Lender hereunder have been irrevocably paid in appropriations by Congressfull in cash.

Disbursement Conditions. ‌ (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs, which costs have been previously 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 progress payments for the Project construction work performed under any the Construction ContractAgreements, 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 shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One to Exhibit D (Requisition Procedures)D, along with all documentation and other information required thereby, submitted by the Borrower to to, and approved by, the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 (Disbursement Conditions) and the conditions set forth in Section 12(b13(b) (Conditions Precedent to All Disbursements); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌Date. (b) The Borrower shall deliver copies of each Requisition to the TIFIA Lender, the ServicerFHWA TIFIA Joint Program Office (HITJ), the Servicer (if applicable, any) and the FTA Regional FHWA Division Office on or before the first [by no later than fifteen (1st15) Business Day of each month Days prior to the requested date for which a disbursement is requestedthe applicable disbursement]. Subject to Section 4(f) (Disbursement Conditions), if If the TIFIA Lender does shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth [first (15th) 1st)]10 day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth [first (15th) 1st)] day is not a Business Day. Express denial of a Requisition by the TIFIA Lender approval or denial shall be provided substantially in the form attached annexed hereto as Appendix Two Three to Exhibit D (Requisition Procedures). D. In no event shall disbursements be made more than once each month. (c) The Borrower may amend . At the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount of the TIFIA Loan reflected therein) 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 reasons for such revisions.‌ (d) As a condition to each disbursement of the TIFIA Loan, the Borrower shall have provided to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as time of any such TIFIA Loan disbursement, the aggregate amount sum of all prior disbursements of the TIFIA Loan (including proceeds and the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) then to be made shall not exceed 33% the cumulative disbursements through the end of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary then-current calendar year set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congress.forth

Disbursement Conditions. ‌ (a) TIFIA Itaú Nassau’s obligation to make the Disbursement of the Loan proceeds shall be disbursed solely in respect is subject to the fulfillment of Eligible Project Coststhe 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 informed in the respective Disbursement Request, which will be paid charged against the respective Disbursement plus the amount corresponding to Stamp Tax, breakdown costs have been previously and prepayment commissions in the terms currently agreed in the respective financing that are paid or incurred by 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 behalf the Disbursement Date, which is levied on the Loan; /b/ That Itaú Nassau has received on the Disbursement Date an original copy of the Borrower in connection Promissory Note documenting the Disbursement, duly signed by one or more authorized attorneys-in-fact of the Debtor, and with the Projectendorsement 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. If Eight/ below; /c/ That the Borrower intends Representations and Guarantees made by the Debtor in Clause Nine hereof continue to utilize be correct and true in their substantial aspects, which must be expressly declared by means of a written communication sent to the TIFIA Loan proceeds to make progress payments 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 Project construction work performed under any Construction Contractsubscription of the Loan Documents, the Borrower shall demonstrate to the satisfaction of Itaú Nassau; /f/ That all fees, commissions and expenses of the TIFIA Lender 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 such progress payments 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/ 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 commensurate with 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 work that has been completed. Each disbursement 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 TIFIA Loan shall 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 made pursuant to a requisition paid with the respective Disbursement, granting it the mandates and certification (a “Requisition”) signing the instruments that the Agent Bank requests for this purpose and, in the form set forth event that the payment of the respective Possible Acquisition Loans that have been reported in Appendix One to Exhibit D (Requisition Procedures), along with all documentation and other information required thereby, submitted by the Borrower to the TIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 (Disbursement Conditions) and Section 12(b) (Conditions Precedent to All Disbursements); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date.‌ (b) The Borrower shall deliver copies of each Requisition to the TIFIA Lender, the Servicer, if applicable, and the FTA Regional Office on or before the first (1st) Business Day of each month for which a disbursement is requested. Subject to Section 4(f) (Disbursement Conditions), if the TIFIA Lender does Request are not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day 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 month Guarantee Agent for which a disbursement has been requestedthe benefit of the Creditor, or in guarantee of the Obligations, instructing the Guarantee Agent so that, on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express denial of a Requisition by date on which the TIFIA Lender shall be provided substantially in the form attached as Appendix Two to Exhibit D (Requisition Procedures). In no event shall disbursements be made more than once each month. (c) The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule (but may not increase the cumulative amount payment of the TIFIA Loan reflected therein) by submitting a revised version thereof to Possible Acquisition Loans must be made, it proceeds with the TIFIA Lender no later than thirty (30) days prior to respective settlement of this deposit and makes said payment with the proposed effective date proceeds of such amendment, together with a detailed explanation of the reasons for such revisions.‌ (d) As a condition to each disbursement of the TIFIA Loan, the Borrower shall have provided to the TIFIA Lender evidence satisfactory to the TIFIA Lender that, prior thereto or simultaneously therewith, a disbursement of other non-federal funds has occurred such that as of any such TIFIA Loan disbursement, the aggregate amount of all disbursements of the TIFIA Loan (including the requested disbursement but excluding any interest capitalized in accordance with the terms hereof) shall not exceed 33% of the total amount of reasonably anticipated Eligible Project Costs. (e) If the Borrower intends to utilize the TIFIA Loan proceeds to repay or refinance any interim construction financing, the Borrower agrees that it shall deliver a copy of such Requisition reasonably in advance of the requested date of disbursement; provided however, that such Requisition otherwise shall also satisfy the requirements of this Section 4 (Disbursement Conditions) and shall be in accordance with the procedures of Exhibit D (Requisition Procedures).‌ (f) Notwithstanding anything to the contrary set forth in this Agreement (including this Section 4 (Disbursement Conditions), Section 12 (Conditions Precedent) or Exhibit D (Requisition Procedures)), in no event shall the TIFIA Lender have any obligation to make any disbursement of proceeds of the TIFIA Loan to the Borrower if the TIFIA Lender’s ability to make such disbursement is impaired as a result of a partial or total shutdown of the operations of any federal department or agency (including USDOT or any of its agencies), or any contractor of any such department or agency, due to a lapse in appropriations by Congress.settlement / capital and