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

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Section 5.Term. The term of the WIFIA Loan shall extend from the Effective Date to the Final Maturity Date or to such earlier date as all amounts due or to become due to the WIFIA Lender hereunder have been irrevocably paid in full in immediately available funds. Section 6.Interest Rate. The interest rate with respect to the Outstanding WIFIA Loan Balance (the “WIFIA Interest Rate”) shall be one and thirty-six one hundredths percent (1.36%) per annum. Interest will accrue and be computed on the Outstanding WIFIA Loan Balance (as well as on any past due interest) from time to time on the basis of a three hundred sixty (360) day year of twelve (12) thirty (30) day months; provided, that, upon the occurrence of an Event of Default, the Borrower shall pay interest on the Outstanding WIFIA Loan Balance at the Default Rate, (a) in the case of any Payment Default, from (and including) its due date to (but excluding) the date of actual payment and (b) in the case of any other Event of Default, from (and including) the date of such occurrence to (but excluding) the earlier of the date on which (i) such Event of Default has been cured (if applicable) in accordance with the terms of this Agreement and (ii) the Outstanding WIFIA Loan Balance has been irrevocably paid in full in immediately available funds. For the avoidance of doubt, interest on the WIFIA Loan (and the corresponding WIFIA Bond) shall accrue and be payable only on those amounts for which a Requisition has been submitted and funds (or such portion of funds as have been approved by WIFIA Lender) have been made available to the Borrower for use on the Project in accordance with Section 4 (Disbursement Conditions). Section 7.Security and Priority; Flow of Funds. (a)As security for the WIFIA Loan, and concurrently with the issuance and delivery of this Agreement, the Borrower shall pledge, assign and grant to the WIFIA Lender for its benefit, Liens on the Pledged Funds in accordance with the provisions of the Master Resolution and the WIFIA Supplemental Resolution and shall deliver to the WIFIA Lender, as the registered owner, the WIFIA Bond. The WIFIA Loan shall be secured by the Liens on the Pledged Funds on a parity with all other Bonds and senior to all Subordinated Obligations.The WIFIA Bond shall be a Bond under the Master Resolution, entitled to all of the benefits of a Bond under the Master Resolution. (b)Except (i) for Permitted Liens, or (ii) to the extent otherwise provided in Section 7(a), the Pledged Funds will be free and clear of any pledge, Lien, charge or encumbrance thereon or with respect thereto, of equal rank with or senior to the pledge of the Borrower created under the Bond Authorization Documents, and all organizational, regulatory or other necessary action on the part of the Borrower with respect to the foregoing has been duly and validly taken. (c)The Borrower shall not use System Revenues to make any payments or satisfy any obligations other than in accordance with the provisions of this Section 7, Section 15(d) (Negative Covenants – Restricted Payments and Transfers) and the Bond Authorization Documents and shall not apply any portion of the System Revenues in contravention of this Agreement or the Bond Authorization Documents. (d)All System Revenues shall be deposited into the Revenue Fund. Amounts deposited in the Revenue Fund shall be applied on a monthly basis in the order of priority described, and in accordance with the requirements specified, in Section 4.04 of the Master 19