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

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(ix)Failure to Satisfy Rate Covenant. Notwithstanding anything to the contrary in the Master Resolution, the Borrower fails to satisfy the Rate Covenant for two (2) consecutive Borrower Fiscal Years. (x)Development Default. A Development Default shall occur. (xi)Default Under Principal Project Contracts. The Borrower shall default in the timely performance of any covenant, agreement or obligation under any Principal Project Contract or any Principal Project Contract shall be terminated prior to its scheduled expiration (unless in any case such default or termination could not reasonably be expected to have a Material Adverse Effect), and the Borrower shall have failed to cure such default or to obtain an effective written waiver or revocation thereof prior to the expiration of the applicable grace period specified in any such Principal Project Contract, or to obtain an effective revocation of such termination (as the case may be); provided, however, that no Event of Default shall be deemed to have occurred or be continuing under this Section 17(a)(xi) if, in the case of any termination of a Principal Project Contract, the Borrower either (A) replaces such Principal Project Contract with a replacement agreement effective as of the termination date of such Principal Project Contract and entered into with another counterparty that (1) is of similar or greater creditworthiness (including credit support), technical capability and relevant experience as the counterparty being replaced was at the time the applicable Principal Project Contract was originally executed (or otherwise reasonably acceptable to the WIFIA Lender), (2) is not, at the time of such replacement, suspended or debarred or subject to a proceeding to suspend or debar from bidding, proposing or contracting with any federal or state department or agency, and (3) is not, at the time of such replacement, in violation of any applicable laws, or (B) elects to self-perform the work within the scope of such Principal Project Contract and the Borrower’s plan of self-performance is endorsed in writing by the Consulting Engineers as of the date of termination of such Principal Project Contract. (xii)Cessation of System Operations. Following the Substantial Completion Date, operation of the System shall cease for a continuous period of not less than one hundred eighty (180) days unless (A) such cessation of operations shall occur by reason of an Uncontrollable Force that is not due to the fault of the Borrower (and which the Borrower could not reasonably have avoided or mitigated) or (B) the Borrower shall either be self-insured in an amount sufficient to cover, or shall have in force an insurance policy or policies under which the Borrower is entitled to recover amounts sufficient to pay (and may use such amounts to pay), debt service for all Obligations (including WIFIA Debt Service) and costs and expenses of the Borrower during such cessation of operations. (b)Upon the occurrence of any Bankruptcy Related Event with respect to the Borrower, all obligations of the WIFIA Lender hereunder with respect to the disbursement of any undisbursed amounts of the WIFIA Loan shall automatically be deemed terminated. Following the occurrence of a Bankruptcy Related Event, the WIFIA Lender shall have the right to inspect any and all records related to transfers of funds to and from the System Accounts, and the Borrower shall deliver to the WIFIA Lender (or give the WIFIA Lender access to) any such records as the WIFIA Lender may request so as to permit the WIFIA Lender to determine that the Borrower is treating the WIFIA Loan as a Bond in all respects, including in respect of priority of payments. 52