RE-BID ITB # 23-10-01 JOINT PROCUREMENT CENTRAL ISLAND

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(b)Securing Liens. The Borrower shall at any and all times, to the extent permitted by law, pass, make, do, execute, acknowledge and deliver, all and every such further resolutions, acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable in connection with assuring, conveying, granting, assigning, securing and confirming the Liens on the Pledged Funds (whether now existing or hereafter arising) granted to the WIFIA Lender for its benefit pursuant to the Bond Authorization Documents, or intended so to be granted pursuant to the Bond Authorization Documents, or which the Borrower may become bound to grant, and the Borrower shall at all times maintain the Pledged Funds free and clear of any pledge, Lien, charge or encumbrance thereon or with respect thereto that has priority over, or equal rank with, the Liens created by the Bond Authorization Documents, other than as permitted by this Agreement, and all organizational, regulatory or other necessary action on the part of the Borrower to that end shall be duly and validly taken at all times. The Borrower shall at all times, to the extent permitted by law, defend, preserve and protect the Liens on the Pledged Funds granted pursuant to the Bond Authorization Documents and for the benefit of the WIFIA Lender under the Bond Authorization Documents against all claims and demands of all Persons whomsoever, subject to Permitted Liens. (c)Use of Proceeds. The Borrower shall use the proceeds of the WIFIA Loan for purposes permitted by applicable law and as otherwise permitted under this Agreement and the other Related Documents. (d)Prosecution of Work; Verification Requirements. (i)The Borrower shall diligently prosecute the work relating to the Project and complete the Project in accordance with the Construction Schedule, the Governmental Approvals in connection with the Project, and the highest standards of the Borrower’s industry. (ii)The Borrower shall ensure that each Principal Project Party complies with all applicable laws and legal or contractual requirements with respect to any performance security instrument delivered by such Principal Project Party to the Borrower and shall ensure that any letter of credit provided pursuant to any Principal Project Contract meets the requirements therefor set forth in such Principal Project Contract. (iii)The Borrower shall comply with Subpart C of 2 C.F.R. Part 180, as supplemented by Subpart C of 2 C.F.R. Part 1532 (relating to debarment), including the verification requirements set forth in 2 C.F.R. §§ 180.300 and 180.320, and shall include in its contracts with respect to the Project similar terms or requirements for compliance. (e)Operations and Maintenance. (i)The Borrower shall (A) operate and maintain the System (including the Project) (1) in a reasonable and prudent manner and (2) substantially in accordance with the Updated Financial Model most recently approved by the WIFIA Lender (except as necessary to prevent or mitigate immediate threats to human health and safety or to prevent or mitigate physical damage to material portions of the System, including the Project) and (B) maintain the System (including the Project) in good repair, working order 36