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

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(I)Ratings Changes: any change in the rating assigned to the WIFIA Loan, any other Bonds or any Subordinated Obligations, in each case by any Nationally Recognized Rating Agency that has provided a public rating on such indebtedness, and any notices, reports or other written materials (other than those that are ministerial in nature) received from any such rating agencies; provided, that such notice can be accomplished through the posting of the relevant documents on EMMA; (J)2 C.F.R. § 180.350 Notices: any notification required pursuant to 2 C.F.R. § 180.350, whether attributable to a failure by the Borrower to disclose information previously required to have been disclosed or due to the Borrower or any of its principals meeting any of the criteria set forth in 2 C.F.R. § 180.335; (K)Additional Principal Project Contracts: the execution of any Additional Principal Project Contract, which notice shall include copies of any such contracts (together with any related contracts, side letters or other understandings); (L)Issuance of Obligations: the issuance or incurrence of any Obligation, which notice shall include copies of any final issuing instrument (together with any continuing disclosure documents, ordinances, official statement, certifications or cash flow projections in connection therewith), prepared in connection with the incurrence of any Permitted Debt; provided that such notice can be accomplished through the posting of the relevant documents on EMMA; (M)Cancellation of Insurance: the receipt of any notice of intended cancellation of any policy of insurance required to be maintained pursuant to Section 14(f) (Affirmative Covenants – Insurance); and (N)Other Adverse Events: the occurrence of any other event or condition, including without limitation any notice of breach from a contract counterparty or any holder of any Obligations, that could reasonably be expected to result in a Material Adverse Effect or have a material and adverse effect on the Project. (ii)Within thirty (30) calendar days after the Borrower learns of the occurrence of an event specified in clause (i) above (other than sub-clauses (A) (Substantial Completion), (F) (Amendments), (I) (Ratings Changes) (in the case of a ratings upgrade), (K) (Additional Principal Project Contracts), or (L) (Issuance of Obligations), the Borrower’s Authorized Representative shall provide a statement to the WIFIA Lender setting forth the actions the Borrower proposes to take with respect thereto. The Borrower shall also provide the WIFIA Lender with any further information reasonably requested by the WIFIA Lender from time to time concerning the matters described in clause (i) above. (i)Requested Information. The Borrower shall, at any time while the WIFIA Loan remains outstanding, promptly deliver to the WIFIA Lender such additional information regarding the business, financial, legal or organizational affairs of the Borrower or regarding the Project or the System Revenues as the WIFIA Lender may from time to time reasonably request. (j)Amendments. The Borrower shall furnish to the WIFIA Lender, except as otherwise agreed by the WIFIA Lender in writing, copies of (1) any proposed amendments to the 49