CREDIT AGREEMENT Dated as of February 19, 2025 among LONG RIDGE ENERGY LLC, as Borrower, LONG RIDGE ENERGY GENERATION LLC and OHIO GASCO LLC, as Operating Parties, VARIOUS LENDERS, CITIZENS BANK, N.A., as Administrative Agent, U.S. BANK TRUST COMPANY,...

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(a)        The Administrative Agent shall have received, on or before the Effective Date, the following, each dated as of the Effective Date (unless otherwise specified) and duly executed by each party thereto:

(i)          One or more Term B Notes payable to the applicable Lender to the extent requested by such Lender pursuant to the terms of Section 2.07.

(ii)          This Agreement.

(iii)         The Depositary Agreement.

(iv)         The Intercreditor Agreement.

(v)          The Security Agreement.

(vi)         The Guaranty Agreement.

(vii)        The Effective Date Commodity Hedge Agreements.

(b)         The Administrative Agent (and the Collateral Agent solely with respect to (i) and (ii) below) shall have received on or before the Effective Date the following, each dated as of the Effective Date (unless otherwise specified) and in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified):

(i)           Certified copies of the resolutions or authorizations of the board of managers, sole member or other governing body, as applicable, of each of the Borrower Parties approving each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate, limited liability company or other action, as applicable, of each Borrower Party, if any, with respect to each Loan Document to which it is or is to be a party.

(ii)         A copy of a certificate of the Secretary of State of the jurisdiction of formation of each Borrower Party dated reasonably near the Effective Date certifying (x) as to a true and correct copy of the certificate of formation, articles of incorporation or other formation document of such Borrower Party and each amendment thereto on file in such Secretary of State’s office and (y) that (A) such amendments are the only amendments to such Borrower Party’s Organizational Documents on file in such Secretary of State’s office and (B) each Borrower Party is duly incorporated or formed, as applicable, and in good standing or presently subsisting under the laws of the State of the jurisdiction of formation of such Borrower Party, in each case, to the extent such matters are regularly certified by such Secretary of State.

(iii)       Copies of the Organizational Documents of each of the Borrower Parties as in effect on the date on which the resolutions referred to in Section 5.01(b)(i) were adopted and on the Effective Date.  The Administrative Agent consents to the amendments to such Organizational Documents on the Effective Date.

(iv)        A certificate of a Responsible Officer of each Borrower Party certifying the names and true signatures of the officers or other authorized representatives of such Borrower Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder.

(v)        A Solvency Certificate in substantially the form of Exhibit E hereto (the “Solvency Certificate”), attesting to the Solvency of the Borrower Parties on a consolidated basis, after giving effect to the Transaction, signed by a Financial Officer of the Borrower.

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(vi)         A copy of (A) the proposed business plan delivered to the Administrative Agent on February 19, 2024 (the “Base Case Model”) and (B) the Annual Operating Budget for the period through the first Fiscal Year, which budget (1) shall be certified by a Financial Officer as having been prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made and (2)(I) shall be substantially consistent with the Base Case Model.

(vii)        The Effective Date Financial Statements.

(viii)     A letter with supporting certification from the insurance broker of the Operating Parties stating that that (A) the Required Insurance is in full force and effect and is not subject to cancellation without thirty (30) days prior notice, except for non-payment of premium which shall be for ten (10) days, (B) all premiums then due thereon have been paid or the Operating Parties are not in arrears on any premiums due in respect thereof and (C) the lines of insurance coverage placed by such insurance broker are adequate and comply with the coverage required for the Projects to be maintained pursuant to Section 7.01(d) below.

(ix)       One or more written opinions of ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ and ▇▇▇▇ LLP, New York special counsel for the Borrower Parties, with respect to the Borrower Parties, as to such customary matters as the Administrative Agent may reasonably request.

(x)          [Reserved].

(xi)         An originally executed Effective Date Certificate, together with all attachments thereto.

(xii)     A duly executed letter of direction (the “Funds Flow Memorandum”) from the Borrower addressed to the Administrative Agent, on behalf of itself and the Lenders, directing the disbursement on the Effective Date of the proceeds of the Term B Advances made on such date.

(xiii)       A copy of a notice of self-certification filed at FERC demonstrating that PowerCo is an EWG.

(xiv)       Evidence of the effectiveness of PowerCo’s MBR Authority and status as an EWG.

(xv)       A certificate of a Responsible Officer of any Borrower Party (together with reasonable backup information supporting the conclusions stated therein) confirming actual cumulative natural gas production for 3-month period immediately preceding the Effective Date from all ▇▇▇▇▇ at the Production Project and LRWV.

(c)        The Collateral Agent shall have received on or before the Effective Date the following, each dated as of the Effective Date (unless otherwise specified) and in form and substance reasonably satisfactory to the Lead Arranger the following Collateral-related items (subject to Section 7.01(u)):

(i)           to the extent the Pledged Equity Interests are certificated, certificates representing the Pledged Equity Interests issued by the Operating Parties and LRWV accompanied, in each case, by undated stock powers executed in blank and any instruments representing or evidencing the other Pledged Collateral (as defined in the Security Agreement) accompanied, in each case, by undated endorsements or other instruments of transfer executed in blank;

(ii)         appropriately completed UCC financing statements (Form UCC-1), naming each of the Borrower Parties as debtor and the Collateral Agent as secured party, in form appropriate for filing under the Uniform Commercial Code of the State of Delaware, covering the Collateral described in the Security Agreement; and

(iii)         completed requests for information or similar search report, dated on or before the Effective Date, listing all effective financing statements, judgment liens and Tax liens filed in the Office of the Secretary of State of the state of incorporation or formation or principal place of business, as applicable, that name each of the Borrower Parties as debtor, together with copies of such financing statements.

(d)         Substantially concurrently with the initial Borrowing on the Effective Date, the Existing Financing shall be repaid and all Liens pursuant to the Existing Financing shall be released pursuant to customary terms and conditions.

(e)        The Operating Parties shall enter into, on or before the Effective Date, effective Commodity Hedge and Power Sale Agreements covering at least 325 megawatts of power generation with Commodity Hedge Counterparties (the “Effective Date Commodity Hedge Agreements”), in each case, pursuant to customary terms and in form and substance reasonably satisfactory to the Borrower acting in good faith.  At the Operating Parties’ option, such Effective Date Commodity Hedge Agreements may be (x) secured by a Lien under the Collateral Documents, thereby becoming Permitted Secured Commodity Hedge and Power Sale Agreements for all purposes under the Loan Documents or (y) unsecured.

(f)       The Borrower Parties, as applicable, shall have established each of the “Depositary Accounts” under and as defined in Section 2.2 of the Depositary Agreement.

(g)        Concurrently with the consummation of the transactions contemplated hereby, the Borrower shall have paid (or shall have caused to have been paid) all fees then due and payable pursuant to and in accordance with the Fee Letters, and all documented, accrued and unpaid fees and all accrued and unpaid expenses of the Agents, the Depositary and the Lead Arranger (including, the reasonable, documented and out-of-pocket accrued and unpaid fees and expenses of counsel thereto), to the extent due and invoiced at least three Business Days prior to the Effective Date.

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(h)         The Debt Service Reserve Account shall have been concurrently fully funded in an aggregate amount equal to the Debt Service Reserve Requirement (including, if applicable, through the issuance of an Acceptable Letter of Credit).

(i)           The Bring-Down Conditions shall have been satisfied.

(i)          The Lenders, the Agents and the Depositary shall have received, to the extent requested in writing at least ten (10) Business Days prior to the Effective Date, on or before the date that is three (3) Business Days prior to the Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the Patriot Act for each Borrower Party.

(ii)        At least five (5) days prior to the Effective Date, each of the Borrower Parties shall have delivered a Beneficial Ownership Certification to the Administrative Agent to the extent it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.

(k)           The Material Contracts shall be in full force and effect.

(l)           [Reserved].

(m)         [Reserved].

(o)       The Administrative Agent shall have received (i) the Independent Engineer Report in form and substance reasonably satisfactory to the Lead Arranger, along with a use of work product agreement, and (ii) the Reserve Report, along with use of work product agreements.

(p)        The Administrative Agent shall have received the Environmental Consultant, Insurance Consultant and Market Consultant Reports in form and substance reasonably satisfactory to the Lead Arranger, and with respect to such reports from the Environmental Consultant and Market Consultant, corresponding reliance letters use of work product agreements, or similar agreements reasonably satisfactory to the Lead Arranger.

(i)          The Capital Stock of each of the Operating Parties and LRWV has been duly authorized and validly issued and is owned by the Borrower, free and clear of all Liens, except those created under the Collateral Documents and other Permitted Liens.  Except as set forth on Schedule 6.01(b), as of the Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which any Operating Party is a party requiring, and there is no Capital Stock of any Operating Party outstanding which upon conversion or exchange would require, the issuance of any Capital Stock of any Operating Party or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, Capital Stock of any Operating Party.

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(ii)         The Operating Parties do not have any Subsidiaries. The Borrower is the sole member of each Operating Party and has no Subsidiaries other than the Operating Parties and LRWV.

(i)          The execution, delivery and performance by each Borrower Party of the Transaction Documents to which it is party and the consummation of the transactions contemplated by the Transaction Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except for (A) the registrations, consents, approvals, permits, notices or other actions which have been duly obtained, taken, given or made and, are in full force and effect, (B) registrations, consents, approvals, permits, notices or other actions required by securities, regulatory or applicable Law in connection with an exercise of remedies and (C) such registrations, consents, approvals, permits, notices or other actions that if not obtained and maintained in full force and effect would not reasonably be expected to have a Material Adverse Effect.

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(ii)          No Governmental Authorization, and no notice to, filing with, or consent or approval of any Governmental Authority is required in connection with any Borrower Party’s ownership and operation of the Projects in accordance with applicable Law and as otherwise contemplated by this Agreement, except for (A) Governmental Authorizations held by any Borrower Party, (1) all of which have been duly obtained, taken, given or made and (2) are in full force and effect or (B) those Governmental Authorizations, permits, notices, filings with or consents, the failure of which to obtain and maintain would not reasonably be expected to result in a Material Adverse Effect.

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(i)         As of the Effective Date, true, correct and complete copies of each Material Contract, including all amendments, supplements and modifications thereto currently in effect, have been delivered, or made available to, the Administrative Agent.

(ii)          As of the Effective Date, each Material Contract existing on the Effective Date is in full force and effect.

(iii)         As of the Effective Date, no Operating Party is in material default and, to any Operating Party’s knowledge, there are no existing material defaults under any Material Contract existing on the Effective Date and no event has occurred or is continuing that gives any Person party thereto the right to terminate any Material Contract existing on the Effective Date.

(i)        None of the Agents or any Lender, nor any Affiliate of any of them will, solely as a result of the construction, ownership, development, maintenance, leasing or operation of any Project by any Operating Party, the sale of electricity, capacity or ancillary services therefrom by any Operating Party, or the entering into any Transaction Document in respect of the Projects or any transaction contemplated hereby or thereby, be subject to, or not exempt from, regulation under the FPA or PUHCA or under state laws and regulations respecting the rates or the financial or organizational regulation of electric utilities; provided that any exercise of remedies under the Loan Documents that results in the direct or indirect ownership or control of any Project by any Secured Party or any of its Affiliates may subject such Secured Party and its Affiliates to regulation under the FPA, PUHCA or any state law or regulation respecting the rates of electric utilities or the financial and organizational regulation of electric utilities.

(ii)          PowerCo is an EWG. None of the Operating Parties is (a) subject to, or not exempt from, regulation (i) as a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” within the meaning of PUHCA or the implementing regulations of FERC, other than, in the case of PowerCo, with respect to the compliance requirements of an EWG or as a holding company that is a “holding company” within the meaning of PUHCA solely by virtue of its ownership interests in any EWG, or (ii) by FERC as a “natural gas company” under the NGA, or (b) subject to and not exempt from, financial, organizational or rate regulation under Chapter 4905 of the Ohio Revised Code and any regulations promulgated thereunder as a public utility, gas distribution company, electric utility, electric light company or a holding company of any of the foregoing.

(iii)       (A) PowerCo is a public utility under the FPA with MBR Authority; (B) the FERC Electric Tariff is effective, and PowerCo’s MBR Authority is in full force and effect, not subject to any pending challenge, rehearing or appeal; (C) neither GasCo nor the Borrower is subject to regulation as a public utility under the FPA or as a “natural gas company” under the NGA; and (D) except as set forth on Schedule 6.01(p), to each such Borrower Party’s knowledge, neither any such Borrower Party nor any Project or any portion thereof is subject to a pending investigation by FERC, the Commodity Futures Trading Commission, an independent system operator or regional transmission operator or the market monitor thereof, or any state agency, attorney general or consumer counsel.

(iv)        As of the Effective Date, no consent, notice, approval or other Governmental Authorization to be obtained by or on behalf of a Borrower Party necessary for the operation of any Project or any portion thereof or the entering into any Transaction Document in respect of any Project or any transaction contemplated hereby or thereby, is required from FERC or any state Governmental Authority with jurisdiction over (A) sales of electric energy or the transmission of electric energy or (B) sales or transportation of natural gas in connection with any of the transactions contemplated hereby or by any other Transaction Document.

(v)         To each Borrower Party’s knowledge, on the Effective Date, there is no order, judgment or decree that has been issued or proposed to be issued by any Governmental Authority that, as a result of the ownership, leasing, development, construction, operation or maintenance of any Project by any Operating Party, the sale of electricity therefrom by any Operating Party or the entering into of any Transaction Document or any transaction contemplated hereby or thereby, would reasonably be expected to cause or deem the Lenders, the Agents, any Lead Arranger, or any Affiliate of any of them, to be subject to, or not exempted from, regulation under PUHCA the FPA, or the NGA or treated as a public utility under Chapter 4905 of the Ohio Revised Code and any regulations promulgated thereunder, respecting the rates or the financial or organizational regulation of electric utilities.

(i)          Each Operating Party has (A) good and marketable title to (in the case of fee interests in real property) and (B) valid leasehold, easement or license interests in (in the case of leasehold, easement or license interests in real property) all of its material Real Estate Assets, (except for Gas Properties which are covered solely by Sections 6.01(z)(v)-(viii)), in each case, free and clear of all Liens except Permitted Liens. The Real Estate Assets existing as of the Effective Date, taken as a whole, are sufficient, in the judgment of the Borrower, for conducting the businesses of each of the Operating Parties as currently conducted.

(ii)         As of the Effective Date, no Operating Party has received any written notice of and has no actual knowledge of (A) any pending or contemplated Event of Eminent Domain or (B) any pending or threatened change in the zoning classification in respect of any site relating to each of the Projects, that would reasonably be expected to have a Material Adverse Effect.  To any Operating Party’s knowledge, neither the business nor the Properties of any of the Operating Parties are subject to or affected by any strike, lockout or labor dispute which would reasonably be expected to have a Material Adverse Effect.

(iii)        Other than pursuant to the terms of the Joint Operating Agreements, no Operating Party is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Real Estate Asset or any interest therein.

(iv)         As of the Effective Date, no Operating Party has permitted or initiated the joint assessment of any real Property owned by it with any other real property constituting a separate tax lot. To any Operating Party’s knowledge, each parcel of real Property owned by an Operating Party is composed of one or more parcels, each of which constitutes a separate tax lot and none of which constitutes a portion of any other tax lot; provided that, for the avoidance of doubt, it is noted that any easement rights are not separate tax lots.

(v)          Each Operating Party has defensible title to its Gas Properties which constitute Proved Reserves, except to the extent any lack of defensible title does not in the aggregate detract in any material respect from the value or use of the Gas Properties in connection with the Projects, and good and defensible title to all of the Gas Properties which constitute, for applicable state law purposes, “personal” or “movable” property, in each case except for Permitted Liens. The Mortgages include all Gas Properties owned by the applicable Operating Party.

(vi)         The quantum and nature of any interest in and to the Gas Properties of any Operating Party as set forth in the most recent Reserve Report includes the entire interest of such Operating Party in such Gas Properties as of the date of such applicable Reserve Report, and subject to customary limitations and qualifications set forth in the Reserve Report are complete and accurate in all material respects as of the date of such applicable Reserve Report, and there are no “back-in” or “reversionary” interests held by third parties which would materially reduce the interest of such Operating Party in such Gas Properties except as reflected in the most recent Reserve Report. The ownership of the Gas Properties by an Operating Party entitles such Operating Party in all material respects to the share of the Hydrocarbons produced therefrom or attributable thereto set forth as such Operating Party’s “net revenue interest” in the most recent Reserve Report and does not in any material respect obligate such Operating Party to bear the costs and expenses relating to the maintenance, development or operations of any such Gas Property in an amount materially in excess of the “working interest” of such Operating Party in each Gas Property set forth in the most recent Reserve Report.

(vii)       Each Operating Party’s marketing, gathering, transportation, processing and treating facilities and equipment, if any, together with any marketing, gathering, transportation, processing and treating contracts in effect between the Operating Parties, on the one hand, and any other Person, on the other hand, are sufficient in all material respects to gather, transport, process or treat, reasonably anticipated volumes of production of Hydrocarbons from the Gas Properties, and all related charges are accurately reflected and accounted for in all material respects in each Reserve Report delivered to the Administrative Agent pursuant to this Agreement.

(viii)       The Hydrocarbon Interests and Transaction Documents attributable to the Gas Properties are in full force and effect in all material respects in accordance with their terms. All rents, royalties and other payments due and payable under such Hydrocarbon Interests and Transaction Documents have been properly and timely paid in all material respects.

(i)           Each Borrower Party has established and maintains in effect policies and procedures designed to promote and achieve compliance by such Borrower Party with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions;

(ii)         No Borrower Party nor any of its directors, officers or, to the knowledge of any Borrower Party, any employee or agent of a Borrower Party (A) conducts its businesses or is taking any action that would constitute or give rise to a material violation of any applicable Anti-Corruption Law or Anti-Money Laundering Law or (B) is the subject to any action, proceeding, litigation, claim or, to knowledge of any Borrower Party, investigation with regard to any actual or alleged violation of any applicable Anti-Corruption Laws or Anti-Money Laundering Laws.

(iii)        No Borrower Party nor any of its directors, officers or, to the knowledge of any Borrower Party, any employee or agent of a Borrower Party (A) is a Sanctioned Person, (B) is currently engaging in any dealings or transactions with, involving or for the benefit of a Sanctioned Person, or in or involving any Sanctioned Jurisdiction, in each case in violation of Sanctions or (C) is subject to any action, proceeding, litigation, claim or, to knowledge of a Borrower Party, investigation with regard to any actual or alleged violation of Sanctions.

(iv)         As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

(i)           Each of the Operating Parties is in compliance with the requirements set forth in Schedule 7.01(d).

(ii)         With respect to any portion of the Mortgage Property constituting improvements for which flood insurance is required to be maintained pursuant to the Flood Act (as hereinafter defined) that is located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (or any amendment or successor act thereto) (the “Flood Act”), each of the Operating Parties has maintained, or caused to be maintained, as of the Effective Date and at all times thereafter, with a financially sound and reputable insurer, flood insurance in an amount sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Act.

(i)           has maintained and maintains its own separate books and records and bank accounts;

(ii)         at all times has held and holds itself out to the public and all other Persons as a legal entity separate from its managing member, if any, and any other Person;

(iii)        has had and has a board of directors or board of managers, as applicable, separate from that of its managing member, if any, and any other Person: and at least one such director or manager as applicable shall, until the Obligations shall be paid in full, be an Independent Director, which Independent Director (1) may only be replaced by another Independent Director and (2) shall consider only the interests of the Borrower Party, including its creditors, as stand-alone business entity in acting or otherwise voting on any Material Actions (as defined in the Organization Documents) or on any other matters set forth in this Section 6.01(dd), and, as long as any Obligation is outstanding, except for duties to the Borrower Party’s managing member and creditors solely to the extent of their respective economic interests in the Borrower Party, shall not have any fiduciary duties to its managing member or any other Person in connection therewith (provided, however, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing). In the event of a vacancy in the position of Independent Director, no decision requiring the consent of the Independent Director shall be taken in the period of such vacancy before a new Independent Director is appointed and admitted;

(iv)         has filed and files its own tax returns, if any, as may be required under applicable Law, to the extent (1) not part of a consolidated group filing a consolidated return or returns whose common parent is a direct or indirect parent entity of such Borrower Party and (2) not treated as a division of another taxpayer in each case for purposes of the applicable tax, and has paid and pays any taxes required to be paid under applicable Law;

(v)         except as contemplated under the Employee Sharing Agreement, any cash management agreement between GasCo and PowerCo, or prior to the Effective Date, any similar arrangement to such cash management agreement, except as contemplated under the Loan Documents or the Existing Financing, has not and does not commingle its assets with assets of any other Person and holds all of its assets solely in its own name;

(vi)         except for business conducted on its behalf as an agent of the Borrower as contemplated under the Employee Sharing Agreement, any cash management agreement between GasCo and PowerCo, or prior to the Effective Date, any similar arrangement to such cash management agreement, has conducted and conducts its business in its own name, has not and does not identify itself as a division or part of any other Person, and has done and does or causes to be done all things necessary to observe all organizational formalities necessary to maintain its separate existence and bankruptcy remoteness, and does not amend, modify or otherwise change the provisions of its Organizational Documents with respect to the matters set forth in this Section 6.01(dd) or with respect to any other matter that such Borrower Party is otherwise prohibited from amending or modifying pursuant to this Agreement or the other Loan Documents;

(vii)        has maintained and maintains separate financial statements; except as permitted by GAAP; provided, however, that a Borrower Party’s assets may be included in a consolidated financial statement of its Affiliates so long as (i) appropriate notation has been and is made on such consolidated financial statement to indicate the separateness of such Borrower Party, on the one hand, and such Affiliates, on the other hand, and to indicate that such Borrower Party’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person, except for such Borrower Party’s obligations to Lender under the Loan Documents, and (ii) such assets have been and are listed on such Borrower Party’s own separate balance sheet;

(viii)     has been, is and intends to remain solvent and has paid and intends to pay its debts and liabilities (including, as applicable, a fairly allocated portion of any personnel and overhead expenses shared with its Affiliates) only out of its own funds and assets to the extent there is sufficient cash flow available from the operation of the Projects to do so; provided, however, that the foregoing has not and does not require any member of such Borrower Party or any other Person to make any additional capital contribution, advance, loan or any other type of financing to such Borrower Party;

(ix)         except as contemplated under the Employee Sharing Agreement, has paid and pays the salaries of its own employees, if any, from its own funds and assets to the extent there is sufficient cash flow available from the operation of the Projects to do so; provided, however, the foregoing has not and does not require any member of such Borrower Party to make any additional capital contributions, advance, loan or any other type of financing to such Borrower Party;

(x)         except as contemplated under the Loan Documents or the Existing Financing, has not and does not hold itself out to be responsible for or hold out its credit or assets as being available to satisfy the obligations of others;

(xi)         has used and uses separate stationary invoices and checks to the extent used in the operation of its business;

(xii)        except as contemplated under the Loan Documents or the Existing Financing, has not pledged and does not pledge its assets for the benefit of any other Person;

(xiii)      except as contemplated under the Loan Documents or under the Existing Financing, has not and does not guarantee nor has become or is obligated for the debts or obligations of any other Person;

(xiv)       has corrected and corrects any known misunderstanding regarding its separate identity;

(xv)       has maintained and maintains adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations to the extent there is sufficient cash flow available from the operation of the Projects to do so; and provided that the foregoing has not and does not require any member of such Borrower Party or any other Person to make any additional capital contribution, advance, loan or any other type of financing to such Borrower Party;

(xvi)       has not and does not acquire any obligations or securities of its managing member (or equivalent) or of its Affiliates (except Borrower’s one hundred percent (100%) limited liability company interest in  each Operating Party and LRWV);

(xvii)      has not and does not enter in any contract or agreement with any Affiliates except in the ordinary course of business and upon terms and conditions that are commercially reasonable and substantially similar to those that could be obtained on an arm’s-length basis with unrelated third parties;

(xviii)     (1) in the case of an Operating Party, has not and does not own any asset or property other than (i) its Project, and (ii) incidental personal and intangible property necessary for the ownership or operation of its Project, and (2) in the case of Borrower, acquire or own any assets other than its one hundred percent (100%) limited liability company interest in each Operating Party and LRWV;

(xx)        has maintained and maintains its assets in such a manner that it has not been and is not costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(xxi)       other than as permitted under the Employee Sharing Agreement, the Loan Documents and the Existing Financing, has not and does not permit any Affiliate or constituent party (other than employees of FTAI Infrastructure Inc. or any of its Affiliates and subsidiaries, and employees of the manager of FTAI Infrastructure Inc. and such manager’s Affiliates and subsidiaries) independent access to its bank accounts;

(xxii)     has not and does not engage in, to a material extent, any business or operations other than those business activities engaged in on the date of this Agreement and as otherwise limited by its Organizational Documents, including the direct or indirect acquisition, development, ownership, operation, management, maintenance, use and/or financing of the Projects and the Operating Parties and activities reasonably incidental or related thereto, or any business or business activity that is reasonably related thereto or a reasonable extension, development or expansion thereof or ancillary thereto, in accordance with the terms hereof and the other transactions contemplated hereby;

(xxiii)     has not and does not incur any Debt other than as permitted under the Loan Documents and, prior to the Effective Date, the Existing Financing which has been satisfied in full, and does not have any remaining liabilities or obligations in connection with such Existing Financing, and all collateral and security for such Existing Financing has been released prior to the Effective Date;

(xxiv)    has not and does not make any loans or advances to any Person other than as permitted under the Loan Documents and the Existing Financing;

(xxv)      has not and does not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity (other than with respect to Borrower’s one hundred percent (100%) limited liability company interest in each Operating Party or LRWV); and

(xxvi)    has not and does not, without the unanimous consent of all of its directors or members (including all Independent Directors) take any Material Action (as defined in its Organizational Documents), including amending any of its Organizational Documents to revise any of the separateness and bankruptcy remoteness provisions set forth above in this Section 6.01(dd).

(i)           The Operating Parties shall maintain compliance with the requirements set forth in Schedule 7.01(d) (the “Required Insurance”).

(ii)        If any portion of the Mortgage Property constituting improvements for which flood insurance is required to be maintained pursuant to the Flood Act is located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the Flood Act, then the Operating Parties shall maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Act.

(i)          Each Borrower Party shall, promptly upon request by any Agent, or any Lender through the Administrative Agent, correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof.

(ii)         Each Borrower Party shall, promptly upon request by any Agent, or any Lender through the Administrative Agent, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (A) carry out more effectively the purposes of the Loan Documents, (B) to the fullest extent permitted by applicable Law, subject any of its Property to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (C) perfect (to the extent required under the Collateral Documents) and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (D) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which such Borrower Party is or is to be a party.

(iii)         Notwithstanding anything to the contrary in this Agreement or in the Collateral Documents, no Borrower Party shall have any obligation to:

(A)         take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction required in order to create any security interests in any assets or to perfect or make enforceable such security interests (including Intellectual Property created, registered or applied-for in any jurisdiction other than the United States) (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property);

(B)         seek any landlord waiver, bailee letter, estoppel, warehouseman waiver or other collateral access, lien waiver or similar letter or agreement;

(C)         perfect any Lien with respect to (i) any vehicle or other asset subject to a certificate of title, and any retention of title, extended retention of title rights, or similar rights and (ii) letter of credit rights in each case, except to the extent that a security interest therein is perfected by filing a UCC financing statement (which shall be the only required perfection action);

(D)         [reserved];

(E)         take a lien on, or perfect a Lien granted in, those assets as to which the cost of obtaining or perfecting such Lien (including any mortgage, stamp, intangibles or other Tax or expenses relating to such Lien) is excessive in relation to the benefit to the Secured Parties of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent; and

(F)        take any actions with respect to assets requiring perfection through control agreements or perfection by “control” (as defined in the UCC), other than in respect of (i)(x) Debt for borrowed money (other than intercompany Debt described in clause (y) below) owing from any Person to any Borrower Party and (y) Debt of any Subsidiary or other Affiliate of a Borrower Party that is owing to any Borrower Party, in each case, in excess of $15,000,000, which Debt shall be evidenced by a promissory note in form and substance reasonably satisfactory to the Administrative Agent  and pledged to the Collateral Agent, (ii) Pledged Equity Interests and any other certificated Capital Stock constituting Collateral of the Borrower Parties required to be pledged pursuant to the Collateral Documents and (iii) deposit accounts, securities accounts and commodity accounts required to be pledged pursuant to the Collateral Documents.

(i)          within sixty (60) days (or such later date as the Administrative Agent may agree in its reasonable discretion) after such permitted acquisition of property, furnish to the Administrative Agent and the Collateral Agent a description of the real and personal properties so acquired, in each case, in detail necessary for the Collateral Agent to perfect a Lien on such properties as reasonably determined by the Administrative Agent;

(ii)          within one hundred and twenty (120) days (or such later date as the Administrative Agent may agree in its reasonable discretion) after such acquisition of property by any Operating Party, (A) duly execute and deliver to the Administrative Agent and the Collateral Agent, pledges, assignments, security agreement supplements, intellectual property security agreements, intellectual property security agreement supplements and other security agreements as reasonably specified by, and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, mortgages, written opinions of local counsel, flood-insurance related items and appropriately completed fixture filings and as-extracted collateral filings, similar to those delivered pursuant to Section 7.01(w)(i) with such changes as may be reasonably satisfactory to the Administrative Agent and its counsel to account for local law matters, securing payment of all of the obligations of the Operating Parties under the Loan Documents and constituting liens on all such properties (subject to Permitted Liens) and (B) other than for Hydrocarbon Interests, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to such real property, mortgagee title insurance policies and surveys similar to those delivered pursuant to Section 7.01(w)(ii) with such changes as may be reasonably satisfactory to the Administrative Agent and its counsel to account for local law matters and (with respect to such title insurance policies) in amounts not to exceed the fair market value and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent; provided, however, that to the extent that any Operating Party shall have otherwise received any of the foregoing items with respect to such Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent, provided further, that the applicable Operating Party shall only be required to deliver the items in the foregoing subclauses (A) and (B) to the extent the same are necessary, as reasonably determined by the Title Company, to obtain an appropriate endorsement or supplement to the Title Policy insuring (i) the Lien of in such additional property and (ii) the continuing first priority lien of the Mortgages (in each case subject only to Permitted Liens and any other exceptions to title as are reasonably acceptable to Administrative Agent); and

(iii)        at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or the Collateral Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreements, intellectual property security agreement supplements and security agreements.

(i)           The Borrower shall use commercially reasonable efforts to maintain (or cause to be maintained) production from the Production Project and LRWV of a combined 70,000 MCF/day (or if deemed commercially reasonable in the business judgment of management of the Borrower, purchase natural gas, which may be counted towards the aforementioned 70,000 MCF/day production target). Notwithstanding anything to the contrary herein or in any Loan Document, to the extent the power needs of the Generating Project are reduced (whether such reduction is planned, unplanned, forced or unforced) in the business judgment of management of the Borrower, such 70,000 MCF/day commercially reasonable efforts production target may accordingly be decreased in the business judgment of management of the Borrower until such time as the power needs of the Generating Project increase back to at least 70,000 MCF/day and such judgment shall be deemed commercially reasonable.

(ii)         If any Gas Availability Certificate reflects forecasted production (including amounts of natural gas purchased pursuant to Section 7.01(t)(i)) of natural gas that is less than forecasted requirements (the amount of such shortfall, a “Production Shortfall”) (excluding, for the avoidance of doubt, any Production Shortfall (a) identified in a previously delivered Gas Availability Certificate and (b) in respect of which the Borrower has (x) effectuated, or caused to be effectuated, a Gas Cure, and (y) delivered, and continue to use commercially reasonable efforts to implement, an Approved Remedial Plan), then:

(A)         the Borrower shall, no later than sixty (60) days following such first day of the Fiscal Quarter for which such Gas Availability Certificate was delivered, cause cash equity to be contributed to the Operating Parties in an amount (less any amounts in any Local Operating Account) necessary to allow the Operating Parties to purchase (and the Operating Parties shall so purchase no later than such 60th day) on a forward basis (such contribution and purchase, a “Gas Cure”) gas sufficient to eliminate the entire Production Shortfall for the full duration of the Annual Period (including any Production Shortfall during the period since the commencement of such Annual Period);

(B)        the Borrower shall, no later than thirty (30) days following such first day of such Fiscal Quarter, submit a proposed remedial development and drilling plan (which plan may include additional cash equity contributions by the Borrower (or any parent thereof) for purchasing additional acreage) to the Administrative Agent, which plan shall be subject to the approval (not to be unreasonably withheld or delayed) by the Administrative Agent (acting in consultation with the Petroleum Engineer), and which plan shall demonstrate LRWV and the Operating Parties’ ability to achieve production (including amounts of natural gas purchased pursuant to Section 7.01(t)(i)) of a combined 70,000 MCF/day from the Production Project and LRWV for a 365-day period beginning on the date that is twelve (12) months following the Administrative Agent’s approval of such plan (as so approved, an “Approved Remedial Plan”).  If the Administrative Agent (acting in consultation with the Petroleum Engineer) reasonably requests changes to any proposed plan, the Borrower shall incorporate (or cause to be incorporated) such changes and resubmit such plan to the Administrative Agent no later than fifteen (15) Business Days following the Administrative Agent’s request; and

(C)       the Borrower will use commercially reasonable efforts to implement (or cause to be implemented) the Approved Remedial Plan in accordance with its terms.

(i)          Not later than one hundred and twenty (120) days after the Effective Date (or such later date as the Administrative Agent may agree in its reasonable discretion), each of the Operating Parties shall have delivered a Mortgage covering such Operating Parties’ respective interest in the Initial Mortgage Property, together with:

(A)       evidence that counterparts of such Mortgage on the Initial Mortgage Property have been duly executed, acknowledged and delivered in form suitable for recording, in all recording offices in applicable jurisdictions required by law in order to create a valid and perfected first and subsisting Lien (subject to Permitted Liens) on the property described therein in favor of the Collateral Agent as mortgagee (and adequate provision for such recording has been made in a manner reasonably acceptable to the Administrative Agent) and that all recording Taxes and fees payable in connection with recording the Mortgage have been paid or placed in escrow with the Title Company pending recording;